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Announcement of Resolutions Adopted at the First Extraordinary General Meeting of Shareholders in 2015
| Announcement of Resolutions Adopted at the First Extraordinary General Meeting of Shareholders in 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Securities Code: 000530, 200530; Securities Abbreviation: Daling Shares, Daling B; Announcement No.: 2015-011
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the First Extraordinary General Meeting of Shareholders in 2015
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: Thursday, February 12, 2015, at 2:30 p.m.
Online voting: February 11, 2015 – February 12, 2015. Among them:
(1) The specific time for online voting via the Shenzhen Stock Exchange trading system is: 9:30 a.m. to 11:30 a.m. and 1:00 p.m. to 3:00 p.m. on February 12, 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 February 11, 2015, and 3:00 p.m. on February 12, 2015.
(3) Period for Soliciting Voting Rights from Independent Directors: February 5, 2015, to February 11, 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, online voting, and solicitation of voting proxies from independent directors.
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 January 23, 2015. The preliminary announcement regarding the convening of this meeting was published in the China Securities Journal and the Hong Kong Commercial Daily on February 6, 2015.
(II) Attendance at the Meeting
1. Overall Attendance at the Meeting
A total of 29 shareholders and their proxies attended the meeting, representing 119,705,607 shares with voting rights, or 34.20% of the company’s total outstanding shares with voting rights of 350,014,975.
Among them:
A total of six shareholders and their proxies attended the on-site meeting, representing 115,030,664 shares with voting rights, or 32.86% of the company’s total outstanding shares with voting rights of 350,014,975.
A total of 23 shareholders and their proxies attended the meeting via online voting, representing 4,674,943 shares with voting rights, or 1.34% of the company’s total outstanding shares with voting rights of 350,014,975.
2. Attendance of A-share Shareholders
A total of 24 A-share shareholders and their proxies attended the meeting, representing 81,498,654 shares with voting rights, or 34.68% of the company’s total 235,014,975 A-share voting shares.
Among them:
A total of three A-share shareholders and their proxies attended the on-site meeting, representing 76,869,723 shares with voting rights, or 32.71% of the company’s total 235,014,975 A-share voting shares.
A total of 21 A-share shareholders and their proxies attended the meeting via online voting, representing 4,628,931 shares with voting rights, or 1.97% of the company’s total 235,014,975 A-share voting shares.
3. Attendance of B-share Holders
A total of five B-shareholders and their proxies attended the meeting, representing 38,206,953 shares with voting rights, or 33.22% of the company’s total of 115,000,000 B-shares entitled to vote.
Among them:
A total of three B-share shareholders and their proxies attended the on-site meeting, representing 38,160,941 voting shares, or 33.18% of the company’s total 115,000,000 voting B-share holdings.
A total of two B-share shareholders and their proxies attended the meeting via online voting, holding 46,012 voting shares, which represents 0.04% of the company’s total of 115,000,000 voting B-shares.
4. No shareholders entrusted independent directors to vote at this meeting.
5. 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) Draft of the Restricted Stock Incentive Plan of Dalian Refrigeration Co., Ltd.
Ms. Xu Junrao, a shareholder of the Company, holds 3,900 A shares of the Company and is an eligible recipient under the current Restricted Stock Incentive Plan; as such, she is an associated shareholder and recused herself from voting on this proposal.
1.1 Basis for Determining and Scope of Incentive Recipients
1.2 Source, Quantity, and Allocation of Restricted Shares
1.3 Term, Grant Date, Lock-up Period, Vesting Period, and Restriction Period of this Incentive Plan
1.4 Grant Price of Restricted Shares and Method for Determining the Grant Price
1.5 Grant and Vesting Conditions for Restricted Shares
1.6 Methods and Procedures for Adjusting the Restricted Stock Incentive Plan
1.7 Accounting Treatment of Restricted Stocks
1.8 Implementation, Grant, and Vesting Procedures for the Restricted Stock Incentive Plan
1.9 Rights and Obligations of the Company and the Incentive Recipient
1.10 Handling of Changes in the Company or Incentive Recipients
1.11 Principles for the Repurchase and Cancellation of Restricted Shares
(2) Measures for the Assessment and Management of the Restricted Stock Incentive Plan of Dalian Refrigeration Co., Ltd.
Ms. Xu Junrao, a shareholder of the Company, holds 3,900 A shares of the Company and is an eligible recipient under the current Restricted Stock Incentive Plan; as such, she is a related party shareholder and recused herself from voting on this proposal.
(3) Proposal on Requesting the Shareholders’ Meeting of Dalian Refrigeration Co., Ltd. to Authorize the Board of Directors to Handle Matters Related to the Company’s Restricted Stock Incentive Plan
Ms. Xu Junrao, a shareholder of the Company, holds 3,900 A shares of the Company and is an eligible recipient under the current Restricted Stock Incentive Plan; as such, she is a related party shareholder and recused herself from voting on this proposal.
(4) Elect Dai Dashuang as an independent director of the company.
(5) Elect Liu Jiwei as an independent director of the company.
In addition, the Supervisory Board provided an explanation at the Shareholders’ Meeting regarding its verification of the list of incentive recipients.
For details of the proposal, please refer to the Company’s announcements on the resolutions of the Board of Directors, which were published on December 10, 2014 and January 23, 2015 in the China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website, respectively.
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.
February 13, 2015
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