Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.

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Announcement of Resolutions Adopted at the 2013 Annual General Meeting

Announcement of Resolutions Adopted at the 2013 Annual General Meeting
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2014-016
 
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the 2013 Annual General Meeting
 
The Company and all members of the Board of Directors hereby certify that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or material omissions.
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 20, 2014
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: Ji Zhijian
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 24, 2014.
III. Attendance at the Meeting
1. Overall Attendance情况
A total of 10 shareholders and their proxies attended the meeting, representing 116,875,836 shares, or 33.40% of the company’s total outstanding voting shares of 350,014,975.
2. Attendance of A-share Shareholders
A total of seven A-share shareholders and their proxies attended the meeting, representing 79.232074 million shares, or 33.72% 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 37.643762 million shares, or 32.74% 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 Company’s Board of Directors’ 2013 Annual Work Report.
Approved: 116,875,836 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 79,232,074 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 37,643,762 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
2. Deliberated and approved the 2013 Work Report of the Company’s Supervisory Board.
Approved: 114,183,985 shares, representing 97.70% of the voting rights held by shareholders present; opposed: 26,918,510 shares; abstentions: 0 shares. Specifically: Among A-shareholders, 77,679,423 shares were approved, representing 98.04% of the voting rights held by A-shareholders present; opposed: 1,552,651 shares; abstentions: 0 shares. Among B-shareholders, 36,504,562 shares were approved, representing 96.98% of the voting rights held by B-shareholders present; opposed: 1,139,200 shares; abstentions: 0 shares.
3. Deliberated and approved the Company’s 2013 Annual Financial Settlement Report.
Approved: 116,875,836 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 79,232,074 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 37,643,762 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 2013 Profit Distribution Plan.
According to the audit conducted by Dahua Certified Public Accountants, the parent company recorded a net profit of RMB 145.328 million in 2013. A statutory surplus reserve of RMB 14.533 million was appropriated at 10% of net profit, leaving RMB 130.795 million available for distribution to shareholders. Adding this to the undistributed profits at the beginning of the year of RMB 315.632 million and deducting the RMB 52.502 million in ordinary dividend payments for 2012 as well as the RMB 21.334 million already appropriated as discretionary surplus reserve at 20%, the cumulative amount available for distribution to shareholders totals RMB 372.591 million. Of this amount, RMB 29.066 million was appropriated as discretionary surplus reserve at 20%, RMB 52.502 million was allocated for dividend distribution, and the remaining RMB 291.023 million was carried forward for future distribution.
Company’s 2013 Dividend Distribution Plan:
Based on the total share capital of 350,014,975 shares as of the end of 2013, 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: 116,875,836 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 79,232,074 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 37,643,762 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
5. Deliberated and approved the Company’s 2013 Annual Report.
Approved: 116,875,836 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 79,232,074 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 37,643,762 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
6. Deliberated and approved the report on authorizing the Company’s Chairman and management to apply for bank credit lines and loan limits for the year 2014.
To ensure the Company’s normal production and operational needs, the Board of Directors hereby authorizes the President and the Chief Financial Officer to arrange, in 2014, comprehensive bank credit facilities with a total amount not exceeding RMB 500 million, and authorizes the Chairman of the Board to obtain loans in 2014 with a total amount not exceeding RMB 200 million.
Approved: 116,641,274 shares, representing 99.80% of the voting rights held by shareholders present; opposed: 234,562 shares; abstained: 0 shares. Specifically: For A-share holders, 79,232,074 shares were approved, representing 100% of the voting rights held by A-share holders present; no shares were opposed; no shares were abstained. For B-share holders, 37,409,200 shares were approved, representing 99.38% of the voting rights held by B-share holders present; 234,562 shares were opposed; no shares were abstained.
7. Deliberated and approved the Report on the Company’s Estimated Routine Related-Party Transactions for the Year 2014.
The Company expects the total amount of routine related-party transactions for the full year 2014 to be approximately RMB 450 million, comprising approximately RMB 230 million in purchases of complete-project 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. Director Xu Junrao also recused himself from the vote. After deducting the 76,855,683 shares of voting rights held by Dalian Bingshan Group Co., Ltd. and the 3,900 shares of voting rights held by Director Xu Junrao, the total voting rights represented by the non-related shareholders present amounted to 40,016,253 shares. Of these, non-related A-share shareholders held 2,372,491 shares of voting rights, while non-related B-share shareholders held 37,643,762 shares of voting rights.
Approved: 40,016,253 shares, representing 100% of the voting rights held by non-affiliated shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share holders approved 2,372,491 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 37,643,762 shares, representing 100% of the voting rights held by non-affiliated B-share holders present; opposed: 0 shares; abstained: 0 shares.
8. Deliberated and approved the report on the appointment of the company’s 2014 audit firm.
The Company hereby re-appoints Dahuа Certified Public Accountants (Special General Partnership) as its auditor for the year 2014, 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 Company shall pay Dahuа Certified Public Accountants (Special General Partnership) an annual audit fee of RMB 770,000 for the financial statements (the same amount as in 2013) and RMB 300,000 for the internal control audit; all other expenses incurred in connection with the audit shall be borne by the firm.
Approved: 116,875,836 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 79,232,074 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 37,643,762 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
9. Deliberated and approved the report on amending the Company Charter.
Approved: 116,875,836 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 79,232,074 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 37,643,762 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
10. Deliberated and approved the report on increasing the remuneration standards for independent directors.
Increase the annual remuneration for each independent director to RMB 80,000.
Approved: 116,875,836 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 79,232,074 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 37,643,762 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
The shareholders’ meeting also heard the 2013 work report submitted by the company’s independent directors.
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 24, 2014, 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: Ma Nan, Hou Jinhui
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 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 21, 2014

 

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