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Announcement of Resolutions Adopted at the 2012 Annual General Meeting
| Announcement of Resolutions Adopted at the 2012 Annual General Meeting | |
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Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2013-016
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the 2012 Annual General Meeting
I. Important Notice
No proposals were added, rejected, or amended during the course of this meeting.
II. Status of the Meeting
1. Date of convening: May 21, 2013
2. Meeting Location: Conference Room on the 8th Floor of the Company
3. Voting Method: On-site Voting
4. Convenor: The Company’s Board of Directors
5. Host: Xiao Yongqin
6. The convening of the meeting complies with the provisions of the Company Law, the Stock Listing Rules, and the Articles of Association. Notice of the convening of this meeting was published in the China Securities Journal and the Hong Kong Commercial Daily on April 20, 2013.
III. Attendance at the Meeting
1. Overall Attendance情况
A total of seven shareholders and their proxies attended the meeting, representing 113,106,885 shares, or 32.31% of the company’s total outstanding voting shares of 350,014,975.
2. Attendance of A-share Shareholders
A total of four A-share shareholders and their proxies attended the meeting, representing 76.866423 million shares, or 32.71% of the company’s total A-share voting shares of 235.014975 million.
3. Attendance of B-share Holders
A total of three B-share shareholders and their proxies attended the meeting, representing 36.240462 million shares, or 31.51% of the total voting shares held by B-share shareholders, which amount to 115 million shares.
IV. Review and Voting on Proposals
1. Deliberated and approved the 2012 Work Report of the Company’s Board of Directors.
Approved: 113,106,885 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 76,866,423 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 36,240,462 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
2. Deliberated and approved the 2012 Work Report of the Company’s Supervisory Board.
Approved: 113,106,885 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 76,866,423 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 36,240,462 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
3. Deliberated and approved the Company’s 2012 Annual Financial Settlement Report.
Approved: 113,106,885 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 76,866,423 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 36,240,462 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
4. Deliberated and approved the Company’s 2012 Profit Distribution Plan.
According to the audit conducted by Zhongzhun Certified Public Accountants LLP, the parent company recorded a net profit of RMB 106.672 million in 2012. A statutory surplus reserve of RMB 10.667 million was appropriated at 10% of net profit, leaving RMB 96.005 million available for distribution to shareholders. Adding this to the undistributed profits at the beginning of the year of RMB 285.636 million and deducting the RMB 52.502 million in ordinary share dividends paid for 2011 and the RMB 13.507 million appropriated as discretionary surplus reserve at 20%, the cumulative amount available for distribution to shareholders totals RMB 315.632 million. Of this amount, RMB 21.334 million was appropriated as discretionary surplus reserve at 20%, RMB 52.502 million was allocated for dividend distribution, and the remaining RMB 241.796 million was carried forward for future distribution.
Company’s 2012 Dividend Distribution Plan:
Based on the total share capital of 350,014,975 shares as of the end of 2012, a cash dividend of RMB 1.50 per 10 shares (inclusive of tax) will be distributed; the cash dividend for B shares will be converted into Hong Kong dollars for payment.
The Company will not capitalize its capital reserve to increase share capital this year.
Approved: 113,106,885 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 76,866,423 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 36,240,462 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
5. Deliberated and approved the Report on the Company’s Estimated Routine Related-Party Transactions for the Year 2013.
The Company expects the total amount of routine related-party transactions for the full year 2013 to be approximately RMB 470 million, comprising approximately RMB 250 million in purchases of complete-system supporting products from related parties and approximately RMB 220 million in sales of supporting components to related parties.
This transaction constitutes a related-party transaction, and the related parties with an interest in such transaction have waived their voting rights on the proposal at the shareholders’ meeting. Accordingly, Dalian Bingshan Group Co., Ltd. recused itself from the vote. Excluding the 76,855,683 shares held by Dalian Bingshan Group Co., Ltd., the total voting rights held by non-related shareholders present at the meeting amounted to 36,251,202 shares. Of these, non-related A-share holders held 10,740 shares, while non-related B-share holders held 362,404,620 shares.
Approved: 36,251,202 shares, representing 100% of the voting rights held by non-affiliated shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share holders approved 10,740 shares, representing 100% of the voting rights held by non-affiliated A-share holders present; opposed: 0 shares; abstained: 0 shares. B-share holders approved 36,240,462 shares, representing 100% of the voting rights held by non-affiliated B-share holders present; opposed: 0 shares; abstained: 0 shares.
6. Deliberated and approved the report on the appointment of the company’s 2013 audit firm.
The Company hereby re-appoints Zhongzhun Certified Public Accountants LLP as its auditor for the year 2013 to conduct an integrated audit of the Company’s financial statements and internal controls. In accordance with the relevant fee-setting standards and the specific circumstances of the audit engagement, the annual audit fees payable to Zhongzhun Certified Public Accountants LLP shall amount to RMB 770,000 (the same as in 2012) for the audit of the financial statements and RMB 300,000 for the audit of internal controls; any other expenses incurred in connection with the audit shall be borne by the firm.
Approved: 113,060,123 shares, representing 99.96% of the voting rights held by shareholders present; opposed: 46,762 shares; abstained: 0 shares. Specifically: A-share shareholders approved 76,866,423 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 36,193,700 shares, representing 99.87% of the voting rights held by B-share shareholders present; opposed: 46,762 shares; abstained: 0 shares.
7. Deliberated and approved the Company’s 2012 Annual Report.
Approved: 113,106,885 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 76,866,423 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 36,240,462 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
8. Heard the 2012 annual work report submitted by the company’s independent directors.
9. Deliberated and approved the report on authorizing the company’s management to apply for bank credit lines and loan limits.
To ensure the Company’s normal production and operational needs, the Chairman of the Board and the Chief Financial Officer are hereby authorized to arrange, in 2013, bank comprehensive credit facilities with a total amount not exceeding RMB 500 million and loans with a total amount not exceeding RMB 200 million.
Approved: 113,106,885 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 76,866,423 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 36,240,462 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
For detailed information on the aforementioned matters under review, please refer to the Company’s announcements on resolutions of the Board of Directors, resolutions of the Supervisory Committee, and routine related-party transactions, which were published on April 20, 2013, in the China Securities Journal and the Hong Kong Commercial Daily.
V. Legal Opinion Issued by the Attorney
1. Name of the Law Firm: Liaoning Huaxia Law Firm
2. Attorneys’ Names: Gan Haiwei and Cui Xiaochen
3. Concluding Opinion:
“The firm’s counsel is of the opinion that the convening and conduct of the Company’s current shareholders’ meeting comply with the applicable laws, regulations, and the provisions of the Company’s Articles of Association; that the qualifications of the persons present at the meeting and of the convener are lawful and valid; and that the voting procedures and voting results of the meeting are lawful and valid.”
Board of Directors, Dalian Refrigeration Co., Ltd.
May 22, 2013
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