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Announcement of Resolutions Adopted at the Tenth Meeting of the Fifth Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2011-003
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the Tenth Meeting of the Fifth Board of Directors
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The Company and all members of the Board of Directors 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.
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The Tenth Meeting of the Fifth Session of the Board of Directors of Dalian Refrigeration Co., Ltd. (“the Company”) was held on April 13, 2011, in the Company’s Eighth-Floor Conference Room. Notice of the meeting was served in writing on April 1, 2011. Nine directors were entitled to vote, and all nine directors attended and voted. The meeting was chaired by Mr. Zhang He, Chairman of the Board. The notice of and the 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 2010;
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
II. The Company’s 2010 Annual Financial Settlement and 2011 Annual Financial Budget Report;
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
III. Proposed Profit Distribution Plan for the Year 2010
According to the audit conducted by Zhongzhun Certified Public Accountants LLP, the parent company recorded a net profit of RMB 88.294 million in 2010. A statutory surplus reserve of RMB 8.829 million, equivalent to 10% of the net profit, was appropriated, leaving RMB 79.465 million available for distribution to shareholders. Adding this to the undistributed profits at the beginning of the year of RMB 281.114 million and deducting the RMB 52.502 million in ordinary dividend payments for 2009 as well as the RMB 13.060 million already appropriated as discretionary surplus reserve at 20%, the cumulative amount available for distribution to shareholders totals RMB 295.017 million. Of this amount, RMB 17.659 million was appropriated as discretionary surplus reserve at 20%, RMB 52.502 million was allocated for dividend distribution, and the remaining RMB 224.856 million was carried forward for future distribution.
Company’s 2010 dividend proposal:
Based on the total share capital of 350,014,975 shares as of the end of 2010, 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.
This year, the company will not capitalize its capital reserve to increase share capital.
The foregoing contingency plans shall be submitted to the Company’s 2010 Annual General Meeting for approval.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
IV. Report on the Company’s Routine Related-Party Transactions for the Year 2010 and the Estimated Routine Related-Party Transactions for the Year 2011;
On April 1, 2011, the Company’s independent directors reviewed this proposal and agreed to submit it for discussion by the Board of Directors.
In 2010, the total amount of routine related-party transactions between the Company and its affiliates was RMB 414.7 million, representing 86.4% of the projected annual amount for 2010. Specifically, purchases from affiliates of complete sets of project-supporting products amounted to RMB 210.95 million, or 84.4% of the projected annual amount for 2010; sales to affiliates of supporting components totaled RMB 203.75 million, or 88.6% of the projected annual amount for 2010.
Based on the 2010 routine related-party transactions, the Company expects the total amount of such transactions for the full year 2011 to be approximately RMB 450 million, comprising approximately RMB 230 million in purchases of complete-system supporting products from related parties and approximately RMB 220 million in sales of supporting components to related parties.
Directors Zhang He and Mu Chuanjiang are related directors and recused themselves from the deliberation of the aforementioned matters.
Approved: 7 votes; Opposed: 0 votes; Abstentions: 0 votes.
V. Report on the Appointment of the Company’s Auditor for the Year 2011;
It is proposed to re-engage Zhongzhun Certified Public Accountants LLP as the Company’s auditor for the year 2011. 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 650,000, with all related audit expenses to be borne by the firm.
On April 1, 2011, the company’s independent directors reviewed this proposal and approved its submission to the Board of Directors for deliberation.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
VI. The Company’s 2010 Annual Report;
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
VII. The Company’s First-Quarter 2011 Quarterly Report;
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
VIII. Self-Evaluation Report on the Company’s Internal Controls;
(For details, please refer to Cninfo at http://www.cninfo.com.cn.)
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
9. Annual Report on the Performance of Duties by the Company’s Independent Directors for 2010;
(For details, please refer to Cninfo at http://www.cninfo.com.cn.)
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
X. Report on Authorizing the Company’s Management to Apply for Bank Credit Lines and Loan Limits;
To ensure the Company’s normal production and operational needs, the Company’s management is authorized to arrange, in 2011, comprehensive bank credit facilities with a total amount not exceeding RMB 500 million and loans with a total amount not exceeding RMB 200 million.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
XI. Report on the Write-off of Doubtful Accounts Receivable;
The Company proposes to write off bad debts totaling RMB 4,415,532.43 that are deemed uncollectible or highly unlikely to be collected. An allowance for doubtful accounts of RMB 4,262,760.09 has already been provided for the aforementioned write-off amount, resulting in an impact on current-period profit or loss of RMB 152,772.34.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
XII. Matters Relating to the Convening of the 2010 Annual General Meeting of Shareholders.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
Board of Directors, Dalian Refrigeration Co., Ltd.
April 15, 2011
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