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Announcement of Resolutions Adopted at the First Extraordinary General Meeting of Shareholders in 2016
| Announcement of Resolutions Adopted at the First Extraordinary General Meeting of Shareholders in 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Securities Code: 000530, 200530; Securities Abbreviation: Daling Shares, Daling B; Announcement No.: 2016-013
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the First Extraordinary General Meeting of Shareholders in 2016
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, January 21, 2016, at 3:00 p.m.
Online voting: January 20, 2016 – January 21, 2016. 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 January 21, 2016.
(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 January 20, 2016, and 3:00 p.m. on January 21, 2016.
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: 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 5, 2016. The preliminary announcement regarding the convening of this meeting was published in the China Securities Journal and the Hong Kong Commercial Daily on January 15, 2016.
(II) Attendance at the Meeting
1. Overall Attendance at the Meeting
A total of 19 shareholders and their proxies attended the meeting, representing 118,233,371 shares with voting rights, or 32.83% 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 117,982,171 shares with voting rights, or 32.76% of the company’s total outstanding shares with voting rights of 360,164,975.
A total of 8 shareholders and their proxies attended the meeting via online voting, holding 251,200 shares with voting rights, representing 0.07% 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 79,848,223 shares with voting rights, or 32.57% 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 79,597,023 shares with voting rights, or 32.47% of the company’s total 245,164,975 A-share voting shares.
A total of 8 A-share shareholders and their proxies attended the meeting via online voting, representing 251,220 shares with voting rights, or 0.1% of the company’s total 245,164,975 A-share voting shares.
3. Attendance of B-share Holders
A total of three B-share shareholders and their proxies attended the meeting, representing 38,385,148 voting shares, or 33.38% 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 38,385,148 voting shares, or 33.38% of the company’s total 115,000,000 voting B-share holdings.
A total of 0 B-share shareholders and their proxies attended the meeting via online voting, holding 0 shares with voting rights, representing 0% 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 in attendance at this shareholders’ meeting reviewed the agenda items and, following individual voting on each item, adopted the following resolutions:
(1) Report on the Election of New Directors
1.1 Election of Ji Zhijian as a Director of the Company
1.2 Election of Liu Kai as a Director of the Company
1.3 Election of Xu Junrao as a Director of the Company
1.4 Election of Ding Jie as a Director of the Company
1.5 Election of Nobuhiro Kudo as a Director of the Company
1.6 Election of Tadatoshi Kijima as a Director of the Company
1.7 Election of Dai Dashuang as an Independent Director of the Company
1.8 Election of Liu Jiwei as an Independent Director of the Company
1.9 Election of Wang Yan as an Independent Director of the Company
(2) Report on the Election of New Supervisors
2.1 Election of Mao Chunhua as the Company’s Supervisor
2.2 Election of Dai Yuling as the Company’s Supervisor
(3) Report on the Actual Amount of the Company’s 2015 Routine Related-Party Transactions Exceeding the Total Estimated Amount.
Directors Ji Zhijian (holding 942,300 A shares), Xu Junrao (holding 663,500 A shares), shareholder Dalian Bingshan Group Co., Ltd. (holding 76,855,683 A shares), and Sanyo Electric Co., Ltd. (holding 35,001,500 B shares) are all related parties and recused themselves from voting on this proposal.
For details of the proposal, please refer to the Company’s announcement on the resolutions of the Board of Directors, published on January 5, 2016, 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.
January 22, 2016
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