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Announcement of Resolutions Adopted at the 2014 Annual General Meeting
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Securities Code: 000530, 200530; Securities Abbreviation: Daling Shares, Daling B; Announcement No.: 2015-027
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the 2014 Annual General Meeting
Special Note : No proposals were added, rejected, or amended at this shareholders’ meeting, nor were any resolutions passed at the previous shareholders’ meeting altered.
I. Meeting Convening and Attendance
(1) Status of the Meeting
1. Date and Time of the Meeting
In-person meeting: Wednesday, May 20, 2015, at 2:00 p.m.
Online voting: May 19, 2015 – May 20, 2015. Among them:
(1) The specific time for online voting via the Shenzhen Stock Exchange trading system is from 9:30 a.m. to 11:30 a.m. and from 1:00 p.m. to 3:00 p.m. on May 20, 2015.
(2) The specific period for online voting via the Shenzhen Stock Exchange’s Internet Voting System is any time between 3:00 p.m. on May 19, 2015, and 3:00 p.m. on May 20, 2015.
2. Venue for the on-site meeting: Conference Room on the 8th Floor of the Company
3. Voting method: a combination of in-person voting at the meeting and online voting.
4. Convenor: The Company’s Board of Directors
5. Host: Chairman Ji Zhijian
6. The convening of the meeting complies with the provisions of applicable laws, administrative regulations, departmental rules, normative documents, and the Company’s Articles of Association.
The notice convening this meeting was published in the China Securities Journal and the Hong Kong Commercial Daily on April 24, 2015. The advisory announcement regarding the convening of this meeting was published in the China Securities Journal and the Hong Kong Commercial Daily on May 14, 2015.
(II) Attendance at the Meeting
1. Overall Attendance at the Meeting
A total of 15 shareholders and their proxies attended the meeting, representing 120,025,004 shares with voting rights, or 33.33% of the company’s total outstanding shares with voting rights of 360,164,975.
Among them:
A total of 11 shareholders and their proxies attended the on-site meeting, representing 118,844,192 shares with voting rights, or 33.00% of the company’s total outstanding shares with voting rights of 360,164,975.
A total of four shareholders and their proxies attended the meeting via online voting, representing 1,180,812 shares with voting rights, or 0.33% of the company’s total outstanding shares with voting rights of 360,164,975.
2. Attendance of A-share Shareholders
A total of 10 A-share shareholders and their proxies attended the meeting, representing 81,276,223 shares with voting rights, or 33.15% of the company’s total 245,164,975 A-share voting shares.
Among them:
A total of 8 A-share shareholders and their proxies attended the on-site meeting, representing 80,167,823 shares with voting rights, or 32.70% of the company’s total 245,164,975 A-share voting shares.
A total of two A-share shareholders and their proxies attended the meeting via online voting, holding 1,108,400 shares with voting rights, representing 0.45% of the company’s total 245,164,975 A-share voting shares.
3. Attendance of B-share Holders
A total of five B-shareholders and their proxies attended the meeting, representing 38,748,781 voting shares, or 33.69% of the company’s total 115,000,000 voting B-shares.
Among them:
A total of three B-share shareholders and their proxies attended the on-site meeting, representing 38,676,369 shares with voting rights, or 33.63% of the company’s total 115,000,000 B-share voting shares.
A total of two B-share shareholders and their proxies attended the meeting via online voting, holding 72,412 voting shares, which represents 0.06% of the company’s total of 115,000,000 voting B-shares.
4. Attendance of Other Personnel
Certain directors, supervisors, and senior management personnel of the company, as well as the witnessing attorney, attended the meeting.
II. Status of Deliberation and Voting on the Proposal
1. Voting Method for Proposals: Proposals at this shareholders’ meeting will be voted on through a combination of in-person voting and online voting.
2. The shareholders and their proxies in attendance at this shareholders’ meeting reviewed the agenda items and, following individual voting on each item, adopted the following resolutions:
(1) 2014 Annual Work Report of the Company’s Board of Directors
(2) 2014 Annual Work Report of the Company’s Supervisory Board
(3) Company’s 2014 Annual Financial Settlement Report
(4) Report on the Company’s 2014 Profit Distribution Plan
According to the audit conducted by Dahua Certified Public Accountants, the parent company recorded a net profit of RMB 111.895 million in 2014. A statutory surplus reserve of RMB 11.189 million was appropriated at 10% of net profit, leaving RMB 100.706 million available for distribution to shareholders. Adding the undistributed profits at the beginning of the year amounting to RMB 372.591 million and deducting the RMB 52.502 million in ordinary share dividends paid for 2013 as well as the RMB 29.066 million appropriated as discretionary surplus reserve at 20%, the cumulative profit available for distribution to shareholders totals RMB 391.729 million.
The Company’s 2014 profit distribution plan is as follows:
The Company shall appropriate 20% of the Parent Company’s net profit of RMB 111.895 million for the year 2014, amounting to RMB 22.379 million, as discretionary statutory surplus reserve.
Based on the company’s total share capital of 360,164,975 shares following the completion of the restricted stock grant, a cash dividend of RMB 1.50 per 10 shares (inclusive of tax) will be distributed, totaling RMB 54.025 million. The cash dividend for B shares will be converted into Hong Kong dollars for payment.
This year, the company will not capitalize its capital reserve to increase share capital.
(5) The Company’s 2014 Annual Report
(6) Report on Authorizing the Company’s Chairman and Management to Apply for Bank Credit Lines and Loan Limits for the Year 2015
To ensure the Company’s normal production and operational needs, the Board of Directors hereby authorizes the Company’s General Manager and Chief Financial Officer to arrange, in 2015, comprehensive bank credit facilities with a total amount not exceeding RMB 600 million, and authorizes the Chairman of the Board to arrange, in 2015, loans with a total amount not exceeding RMB 300 million.
(7) Report on the Company’s Estimated Routine Related-Party Transactions for the Year 2015
The Company expects the total amount of routine related-party transactions for the full year 2015 to be approximately RMB 480 million, comprising approximately RMB 210 million in purchases of complete-system supporting products from related parties and approximately RMB 270 million in sales of supporting components to related parties.
Dalian Bingshan Group Co., Ltd., a shareholder of the Company, holds 76,855,683 A shares; Mr. Ji Zhijian holds 942,300 A shares; Ms. Xu Junrao holds 663,500 A shares; and Mr. Liu Kai holds 659,600 A shares. As related parties, they recused themselves from voting on this proposal.
(8) Report on the Appointment of the Company’s 2015 Audit Firm
The Company hereby re-appoints Dahu Accounting Firm (Special General Partnership) as its auditor for the year 2015 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 Dahu Accounting Firm (Special General Partnership) shall amount to RMB 770,000 (the same as in 2014) 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.
(9) Report on Amendments to the Company Charter
(10) Elect Wang Yan as an independent director of the company.
(11) Report on the Company’s Relocation and Renovation Project Plan
The shareholders’ meeting also heard the 2014 annual work report submitted by the company’s independent directors.
For detailed information on the proposal, please refer to the Company’s Board of Directors’ Resolution Announcement, Supervisory Board’s Resolution Announcement, and Routine Related-Party Transactions Announcement, which were published on April 24, 2015, in the China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.
III. Legal Opinion Issued by the Attorney
1. Name of the Law Firm: Liaoning Huaxia Law Firm
2. Attorneys: Bao Jingxin and Ma Nan
3. Conclusive Opinion:
“The firm’s attorneys are of the opinion that the convening and conduct of the Company’s current shareholders’ meeting comply with the provisions of the Company Law, the Rules for Shareholders’ Meetings, the Detailed Rules on Online Voting, and other applicable laws, regulations, normative documents, and the Company’s Articles of Association; that the qualifications of the attendees and the convener of the meeting are lawful and valid; and that the voting procedures and voting results of the meeting are lawful and valid.”
IV. Supporting Documents for Review
1. The resolution of the shareholders’ meeting, signed and confirmed by the directors in attendance and the minute keeper, and sealed with the board’s official seal;
2. Legal Opinion;
3. Other documents required by the Shenzhen Stock Exchange.
Board of Directors, Dalian Refrigeration Co., Ltd.
May 21, 2015
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