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Announcement of Resolutions Adopted at the 14th Meeting of the 5th Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2012-003
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the 14th Meeting of the 5th 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 14th Meeting of the Fifth Session of the Board of Directors of Dalian Refrigeration Co., Ltd. (“the Company”) was held in person on March 6, 2012, in the Company’s Eighth-Floor Conference Room. Notice of the meeting was duly served in writing on February 24, 2012. 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 and convening of the meeting were in full compliance 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 2011;
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
II. The Company’s 2011 Annual Financial Settlement and 2012 Financial Budget Report;
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
III. Proposed Profit Distribution Plan for the Year 2011
According to the audit conducted by Zhongzhun Certified Public Accountants LLP, the parent company recorded a net profit of RMB 67.533 million in 2011. A statutory surplus reserve of 10% was appropriated in the amount of RMB 6.753 million, leaving distributable profits for the year of RMB 60.780 million. Adding this to the undistributed profits at the beginning of the year of RMB 295.017 million and deducting the RMB 52.502 million in ordinary share dividends paid for 2010 as well as the RMB 17.659 million appropriated as discretionary surplus reserve at 20%, the cumulative distributable profits available to shareholders amounted to RMB 285.636 million. Of this amount, RMB 13.507 million was appropriated as discretionary surplus reserve at 20%, RMB 52.502 million was allocated for dividend distribution, and the remaining RMB 219.627 million was carried forward for future distribution.
Company’s 2011 Dividend Distribution Plan:
Based on the total share capital of 350,014,975 shares as of the end of 2011, 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 2011 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 2011 and the Estimated Routine Related-Party Transactions for the Year 2012;
In 2011, the total amount of routine related-party transactions between the Company and its affiliates was RMB 447.75 million, representing 99.50% of the projected annual amount for 2011. Specifically, purchases from affiliates of complete sets of project-supporting products amounted to RMB 239.75 million, or 104.24% of the projected annual amount; and sales to affiliates of supporting components totaled RMB 208.00 million, or 94.55% of the projected annual amount.
Based on the 2011 routine related-party transactions, the Company expects the total amount of such transactions for the full year 2012 to be approximately RMB 545 million, including approximately RMB 300 million for the procurement of complete-set project supporting products from related parties and approximately RMB 245 million for the sale of supporting components to related parties.
On February 24, 2012, the Company’s independent directors reviewed this proposal and agreed to submit it for consideration by the Board of Directors.
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 2012;
It is proposed to re-engage Zhongzhun Certified Public Accountants LLP as the Company’s auditor for the year 2012 to conduct an integrated audit of the Company’s financial statements and internal controls. In accordance with the relevant fee-setting standards and the specific circumstances of the audit engagement, the proposed annual audit fees payable to Zhongzhun Certified Public Accountants LLP are RMB 770,000 (compared with RMB 650,000 in 2011) for the audit of the financial statements and RMB 385,000 for the audit of internal controls; any other expenses incurred in connection with the audit shall be borne by the firm.
On February 24, 2012, the Company’s independent directors reviewed this proposal and agreed to submit it for consideration by the Board of Directors.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
VI. The Company’s 2011 Annual Report;
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
VII. Internal Control Evaluation Report for the Year 2011;
(For details, please refer to Cninfo at http://www.cninfo.com.cn.)
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
VIII. Annual Report on the Performance of Duties by the Company’s Independent Directors for 2011;
(For details, please refer to Cninfo at http://www.cninfo.com.cn.)
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
9. 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 2012, 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.
X. Report on the Capital Increase for Dalian Sanyo Refrigeration Co., Ltd.;
To further expand the business of Dalian Sanyo Refrigeration Co., Ltd., the Company and Sanyo Electric Co., Ltd. propose to increase the Company’s capital in proportion to their respective equity interests, with the total additional investment amounting to RMB 110 million. Based on the Company’s 40% equity stake in Dalian Sanyo Refrigeration Co., Ltd., the Company is required to contribute RMB 44 million to this capital increase. The Company will fund this capital increase using its own internal resources.
The aforementioned transaction constitutes a related-party transaction. On February 24, 2012, the Company’s independent directors provided their prior approval for this proposal and agreed to submit it to the Board of Directors for consideration. Director Masahide Arima, who is a related party, recused himself from the deliberation of this proposal.
Approved: 8 votes; Opposed: 0 votes; Abstentions: 0 votes.
XI. Report on the Transfer of Equity in Dalian Sanyo Air-Conditioner Co., Ltd.;
To swiftly establish an integrated operating structure for the large-scale air-conditioning business, the Company and Sanyo Electric Co., Ltd. propose to transfer all of their respective equity interests in Dalian Sanyo Air-Conditioner Co., Ltd. to Dalian Sanyo Refrigeration Co., Ltd., thereby making Dalian Sanyo Air-Conditioner Co., Ltd. a wholly owned subsidiary of Dalian Sanyo Refrigeration Co., Ltd.
The aforementioned transaction constitutes a related-party transaction. On February 24, 2012, the Company’s independent directors provided their prior approval for this proposal and agreed to submit it to the Board of Directors for consideration. Related directors Zhang He and Arima Hideyoshi recused themselves from the deliberation of this proposal.
Approved: 7 votes; Opposed: 0 votes; Abstentions: 0 votes.
XII. Matters Relating to the Convening of the 2011 Annual General Meeting of Shareholders.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
Board of Directors of Dalian Refrigeration Co., Ltd.
March 8, 2012
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