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Announcement of Resolutions Adopted at the 20th Meeting of the Fourth Session of the Board of Directors
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the 20th Meeting of the Fourth Session of the Board of Directors
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All members of the Company’s Supervisory Board hereby certify that the contents of this announcement are true, accurate, and complete, and that there are no false records, misleading statements, or material omissions. |
The 20th Meeting of the Fourth Session of the Board of Directors of Dalian Refrigeration Co., Ltd. (“the Company”) was held on April 22, 2009, in the Company’s Eighth-Floor Conference Room. Notice of the meeting was duly served in writing on April 10, 2009. Nine directors were scheduled to attend, and all nine directors were present. The meeting was chaired by Mr. Zhang He, Chairman of the Board. The notice and convening of the meeting complied with applicable laws, regulations, rules, and the Company’s Articles of Association. At this meeting, the following resolutions were reviewed and adopted:
I. Report on the Work of the Board of Directors for the Year 2008;
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
II. The Company’s 2008 Annual Financial Settlement Report;
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
III. Proposed Profit Distribution Plan for the Year 2008
According to the audit conducted by Zhongzhun Certified Public Accountants LLP, the parent company recorded a net profit of RMB 122.787 million in 2008. A statutory surplus reserve of RMB 12.279 million, equivalent to 10% of the net profit, was appropriated, leaving RMB 110.508 million available for distribution to shareholders. Adding this to the undistributed profits at the beginning of the year of RMB 264.266 million and deducting the RMB 52.502 million in ordinary dividend payments for 2007 as well as the RMB 22.866 million appropriated as discretionary surplus reserve at 20%, the cumulative amount available for distribution to shareholders totals RMB 299.406 million. Of this amount, RMB 24.557 million was appropriated as discretionary surplus reserve at 20%, RMB 52.502 million was distributed as dividends, and the remaining RMB 222.347 million was carried forward for future distribution.
Company’s 2008 Dividend Distribution Plan:
Based on the total share capital of 350,014,975 shares as of the end of 2008, 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.
The foregoing contingency plans shall be submitted to the Company’s 2008 Annual General Meeting for approval.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
IV. Report on Amendments to the Company Charter;
Article 11.3 of the Company Charter, entitled “Dividends,” is hereby amended to include the following provision: “The Company shall declare annual cash dividends of no less than 10% of its net profit for the year, or, over the most recent three years, cumulative cash dividends of no less than 30% of the average annual net profit realized during such three-year period.”
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
V. Report on the Company’s Routine Related-Party Transactions for the Year 2008 and the Estimated Routine Related-Party Transactions for the Year 2009;
On April 10, 2009, the Company’s independent directors reviewed this proposal and agreed to submit it for consideration by the Board of Directors.
In 2008, the total amount of routine related-party transactions between the Company and its affiliates was RMB 423.43 million, representing 56.5% of the projected annual amount for 2008. Specifically, purchases from affiliates of complete sets of project-supporting products totaled RMB 208.27 million, accounting for 43.4% of the projected annual amount; while sales to affiliates of supporting components amounted to RMB 215.16 million, representing 79.7% of the projected annual amount.
Based on the 2008 routine related-party transactions, the Company expects the total amount of such transactions for the full year 2009 to be approximately RMB 500 million, of which about RMB 260 million will be spent on procuring complete sets of project-supporting products from related parties and about RMB 240 million will be generated from sales of supporting components to related parties.
Directors Zhang He and Mu Chuanjiang, as related directors, recused themselves from the deliberation of the aforementioned matters.
Approvals: 7; Opposites: 0; Abstentions: 0.
VI. Report on the Appointment of the Company’s Auditor for the Year 2009;
It is proposed to re-engage Zhongzhun Certified Public Accountants LLP as the Company’s auditor for the year 2009. Based on the specific requirements of the audit engagement, it is proposed to pay Zhongzhun Certified Public Accountants LLP an annual audit fee of RMB 550,000 (the same amount as in 2008), with all related audit expenses to be borne by the firm.
On April 10, 2009, the Company’s independent directors reviewed this proposal and agreed to submit it for consideration by the Board of Directors.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
VII. The Company’s 2008 Annual Report;
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
VIII. The Company’s First-Quarter 2009 Quarterly Report;
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
IX. Self-Assessment Report on the Company’s Internal Controls;
(For details, please refer to Cninfo at http://www.cninfo.com.cn.)
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
X. Report on the Establishment of Procedures for the Audit Committee’s Annual Report Work;
(For details, please refer to Cninfo at http://www.cninfo.com.cn.)
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
XI. Annual Report on the Performance of Duties by the Company’s Independent Directors for 2008;
(For details, please refer to Cninfo at http://www.cninfo.com.cn.)
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
XII. Report on Candidates for Directors of the Company’s Fifth Board of Directors;
It is proposed to nominate Zhang He, Mu Chuanjiang, Yang Bin, Xu Junrao, Arima Hideyoshi, and Wang Weijie as non-independent director candidates for the Company’s Fifth Board of Directors, and to nominate Wang Huiquan and Liu Caiping as independent director candidates for the same board. (Relevant biographical summaries are provided in Attachments 1 and 2.)
None of the aforementioned candidates has ever been subject to penalties imposed by the China Securities Regulatory Commission or other relevant authorities, nor to disciplinary actions by any stock exchange. The company’s independent directors have unanimously approved the nomination of these individuals as candidates for election to the fifth session of the Board of Directors.
The proposal may be submitted for voting at the Company’s 2008 Annual General Meeting only if the Shenzhen Stock Exchange has not raised any objections to the candidates for independent directors.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
XIII. Matters Relating to the Convening of the 2008 Annual General Meeting of Shareholders.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
Board of Directors, Dalian Refrigeration Co., Ltd.
April 24, 2009
Appendix 1: Biographical Sketches of Non-Independent Director Candidates for the Company’s Fifth Board of Directors
(1) Zhang He, male, 71 years old, former Chairman and professor-level senior engineer. He has previously held the positions of Deputy Chief Engineer, Plant Director, General Manager of the company, and Chairman. He currently serves as Chairman of Dalian Bingshan Group Co., Ltd. He holds 33,345 A shares of this company.
(2) Mu Chuanjiang, male, 59 years old, former Vice Chairman and Senior Engineer. He has successively held the positions of Deputy Factory Director, Deputy General Manager of the Company, General Manager, and Vice Chairman. He currently serves as the General Manager of Dalian Bingshan Group Co., Ltd. He holds 29,445 A shares of this company.
(3) Yang Bin, male, 52 years old, former director, holds a Master’s degree in Business Administration. Currently serves as the Company’s Executive Deputy General Manager. Previously held the positions of Director of the Design Department, Head of the Business Planning Department, Assistant to the General Manager, and Deputy General Manager. Does not hold any shares in the Company.
(4) Xu Junrao, female, 45 years old, former director, holds a Master’s degree in Business Administration. Currently serves as the Company’s Chief Financial Officer. Previously held the positions of Deputy Director, Director, and Deputy Chief Accountant of the Company’s Finance Department. Holds 3,900 A shares of the Company.
(5) Masatoshi Umashu, male, 56 years old, holds a master’s degree from Kobe University in Japan. He joined Sanyo Electric Co., Ltd. in 1977 and currently serves as Executive Vice President and Head of the Commercial Products Division at Sanyo Electric Co., Ltd. He does not hold any shares in this company.
(6) Wang Weijie, male, 46 years old, accountant with a master’s degree. He has previously served as Assistant General Manager of the Shenzhen Branch of Guotai Junan Securities and as General Manager of the Finance Headquarters of Guotai Junan Securities. He currently holds the positions of Full-time Chairperson of the Asset–Liability Management Committee of Guotai Junan Securities and Chairperson of the Subsidiary Management Working Group. He does not hold any shares in this company and has no affiliations with the company’s controlling shareholder or actual controller.
Appendix 2: Biographical Sketches of Independent Director Candidates for the Company’s Fifth Board of Directors
(1) Wang Huiquan, male, 65 years of age. From December 1999 to August 2004, he served as a member of the Standing Committee of the Dalian Municipal Party Committee, Deputy Secretary of the Municipal Party Committee, and Secretary of the Municipal Commission for Discipline Inspection. Since April 2007, he has served as an independent director of Dalian Department Store Group Co., Ltd. He does not hold any shares in the Company. He has no affiliations with the Company’s controlling shareholder or actual controller.
(2) Liu Caiping, female, 54 years old, is a Certified Public Accountant and a senior accountant at the professor-researcher level. Since 2000, she has served as the Chief Accountant of Dalian Municipal Construction Holding Co., Ltd. She does not hold any shares in this company and has no affiliations with the company’s controlling shareholder or actual controller.
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