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Announcement of Resolutions Adopted at the 17th Meeting of the 5th Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2012-014
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the 17th 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 17th Meeting of the Fifth Board of Directors of Dalian Refrigeration Co., Ltd. (“the Company”) was held by facsimile on May 16, 2012. Nine directors were entitled to vote, and all nine directors participated in the voting. The notice of and the convening of the meeting complied with the relevant provisions of the Company Law and the Company’s Articles of Association. At this meeting, the following resolutions were reviewed and adopted:
1. Approve the liquidation of Dalian Sanyo Home Appliances Co., Ltd.
Dalian Sanyo Home Appliances Co., Ltd. (“Dalian Sanyo Home Appliances”) primarily manufactures electric thermos bottles, small household appliances, and related spare parts, in which the Company holds a 40% equity interest. Due to its relatively small production scale, Dalian Sanyo Home Appliances has struggled to compete in an increasingly fierce home-appliance market and has reported losses for two consecutive years. As of the end of 2011, the Company had fully provided for impairment of its long-term equity investment in Dalian Sanyo Home Appliances. To focus on the Company’s core refrigeration and air-conditioning business, the Board has approved the liquidation of Dalian Sanyo Home Appliances.
The audited key financial data for Dalian Sanyo Home Appliances for the year 2011 are as follows: total assets of RMB 108.86 million, total liabilities of RMB 113.16 million, net assets of RMB –4.30 million, operating revenue of RMB 76.02 million, and net loss of RMB –30.90 million.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
2. Approve Sanyo Electric Co., Ltd.’s separate capital increase in Dalian Sanyo Home Appliances Co., Ltd.
To ensure the smooth completion of the liquidation of Dalian Sanyo Home Appliances, it is hereby approved that the foreign partner in the joint venture, Sanyo Electric Co., Ltd. (“Sanyo Electric”), shall make a separate capital increase of JPY 1.6 billion in Dalian Sanyo Home Appliances using its own funds, so as to guarantee full repayment of outstanding debts. Prior to this capital increase, the registered capital of Dalian Sanyo Home Appliances was JPY 600 million, with the Company holding a 40% equity interest, Sanyo Electric holding a 50% equity interest, and Sanyo Electric (China) Co., Ltd. holding a 10% equity interest. Following this capital increase, the registered capital of Dalian Sanyo Home Appliances will be JPY 2.2 billion, with the Company holding a 10.91% equity interest, Sanyo Electric holding an 86.36% equity interest, and Sanyo Electric (China) Co., Ltd. holding a 2.73% equity interest.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
Board of Directors, Dalian Refrigeration Co., Ltd.
May 17, 2012
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