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Announcement of Resolutions Adopted at the Second Extraordinary General Meeting of Shareholders in 2015
| Announcement of Resolutions Adopted at the Second Extraordinary General Meeting of Shareholders in 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Securities Code: 000530, 200530; Securities Abbreviation: Daling Shares, Daling B; Announcement No.: 2015-037
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the Second 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: Wednesday, June 24, 2015, at 2:30 p.m.
Online voting: June 23, 2015 – June 24, 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 June 24, 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 June 23, 2015, and 3:00 p.m. on June 24, 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 June 5, 2015. The preliminary announcement regarding the convening of this meeting was published in the China Securities Journal and the Hong Kong Commercial Daily on June 17, 2015.
(II) Attendance at the Meeting
1. Overall Attendance at the Meeting
A total of 20 shareholders and their proxies attended the meeting, representing 118,183,658 shares with voting rights, or 32.81% of the company’s total outstanding shares with voting rights of 360,164,975.
Among them:
A total of 10 shareholders and their proxies attended the on-site meeting, representing 117,730,558 shares with voting rights, or 32.69% of the company’s total outstanding shares with voting rights of 360,164,975.
A total of 10 shareholders and their proxies attended the meeting via online voting, representing 453,100 shares with voting rights, or 0.13% of the company’s total outstanding shares with voting rights of 360,164,975.
2. Attendance of A-share Shareholders
A total of 16 A-share shareholders and their proxies attended the meeting, representing 80,149,923 shares with voting rights, or 32.69% of the company’s total 245,164,975 A-share voting shares.
Among them:
A total of seven A-share shareholders and their proxies attended the on-site meeting, representing 79,790,923 shares with voting rights, or 32.55% of the company’s total 245,164,975 A-share voting shares.
A total of 9 A-share shareholders and their proxies attended the meeting via online voting, representing 359,000 shares with voting rights, or 0.15% of the company’s total 245,164,975 A-share voting shares.
3. Attendance of B-share Holders
A total of four B-share shareholders and their proxies attended the meeting, representing 38,033,735 voting shares, or 33.07% 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 37,939,635 shares with voting rights, or 32.99% of the company’s total of 115,000,000 B-share voting shares.
A total of one B-share shareholder and its proxy attended the meeting via online voting, holding 94,100 shares with voting rights, representing 0.08% of the company’s total of 115,000,000 B-share shares entitled to vote.
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 attending this shareholders’ meeting deliberated on the agenda items and, following individual voting on each item, adopted the following resolutions:
1. Proposal on the Company’s Compliance with the Conditions for a Non-public Issuance of A-shares
2. Proposal on the Company’s Non-public Issuance of A Shares
2.1 Issuance Method
2.2 Types and Par Value of the Shares to Be Issued
2.3 Number of Shares to Be Issued
2.4 Issuance Targets
2.5 Subscription Method
2.6 Place of Listing
2.7 Price and Pricing Principles for the Issuance of Shares
2.8 Lock-up Period for Issued Shares
2.9 Use of Proceeds from the Offering
2.10 Plan for the Treatment of Retained Earnings Accumulated Prior to This Offering
2.11 Term of the Resolution
3. Proposal on the Preliminary Plan for the Non-public Issuance of A Shares by Dalian Refrigeration Co., Ltd.
4. Proposal on the Feasibility Study Report on the Use of Funds Raised from the Non-public Issuance of A Shares by Dalian Refrigeration Co., Ltd.
5. Proposal to Submit to the Shareholders’ Meeting for Authorization of the Board of Directors to Handle in Full All Specific Matters Related to This Non-public Issuance of A Shares
6. Proposal on the “Shareholder Return Plan of Dalian Refrigeration Co., Ltd. for the Next Three Years (2015–2017)”
For details of the proposal, please refer to the Company’s announcement on the resolutions of the Board of Directors, published on June 5, 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 Liu Cuimei
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.
June 25, 2015
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