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Announcement of Resolutions Adopted at the Third Meeting of the Sixth Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2013-010
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the Third Meeting of the Sixth Board of Directors
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The Company and all members of the Board of Directors hereby certify that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or material omissions.
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I. Status of Board Meetings
1. Notice of this Board of Directors meeting was issued in writing on April 8, 2013.
2. This board meeting was held on April 18, 2013, by way of on-site voting.
3. Nine directors were entitled to vote, and all nine directors actually voted.
4. This board meeting was chaired by Mr. Xiao Yongqin, Chairman of the Company.
5. The convening of this board meeting complies with the provisions of applicable laws, administrative regulations, departmental rules, normative documents, and the Company’s Articles of Association.
II. Review of the Board Meeting
1. Report on the Work of the Board of Directors for the Year 2012.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
2. The Company’s 2012 Annual Financial Settlement Report and 2013 Annual Financial Budget Report.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
3. Proposed profit distribution plan for the year 2012.
According to the audit conducted by Zhongzhun Certified Public Accountants LLP, the parent company recorded a net profit of RMB 106.672 million in 2012. A statutory surplus reserve of RMB 10.667 million was appropriated at 10% of net profit, leaving RMB 96.005 million available for distribution to shareholders. Adding this to the undistributed profits at the beginning of the year of RMB 285.636 million and deducting the RMB 52.502 million in ordinary dividend payments for 2011 as well as the RMB 13.507 million appropriated as discretionary surplus reserve at 20%, the cumulative amount available for distribution to shareholders totals RMB 315.632 million. Of this amount, RMB 21.334 million was appropriated as discretionary surplus reserve at 20%, RMB 52.502 million was distributed as dividends, and the remaining RMB 241.796 million was carried forward for future distribution.
Company’s 2012 dividend proposal:
Based on the total share capital of 350,014,975 shares as of the end of 2012, 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 2012 Annual General Meeting for approval.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
4. Report on the Company’s Routine Related-Party Transactions for the Year 2012 and the Estimated Routine Related-Party Transactions for the Year 2013.
In 2012, the total amount of routine related-party transactions between the Company and its affiliates was RMB 313.18 million, representing 57.46% of the projected annual amount for 2012. Specifically, purchases from affiliates of complete sets of project-supporting products amounted to RMB 160.56 million, or 53.52% of the projected annual amount for 2012; and sales to affiliates of supporting components totaled RMB 152.62 million, or 62.29% of the projected annual amount for 2012.
The Company expects the total amount of routine related-party transactions for the full year 2013 to be approximately RMB 470 million, comprising approximately RMB 250 million in purchases of complete-project supporting products from related parties and approximately RMB 220 million in sales of supporting components to related parties.
On April 8, 2013, the Company’s independent directors granted their prior approval for this proposal and agreed to submit it to the Board of Directors for consideration. Related directors Xiao Yongqin, Wang Jian, Liu Kai, and Nagasawa Shuji recused themselves from the deliberation of this proposal.
Approved: 5 votes; Opposed: 0 votes; Abstentions: 0 votes.
5. Report on the Appointment of the Company’s 2013 Audit Firm.
It is proposed to re-engage Zhongzhun Certified Public Accountants LLP as the Company’s auditor for the year 2013, 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, it is proposed to pay Zhongzhun Certified Public Accountants LLP an annual audit fee of RMB 770,000 for the financial statements (the same as in 2012) and RMB 300,000 for the internal control audit; any other expenses incurred in connection with the audit shall be borne by the firm.
On April 8, 2013, 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.
6. The Company’s 2012 Annual Report.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
7. The Company’s First Quarter Report for 2013.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
8. Internal Control Evaluation Report for the Year 2012.
(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 2012.
(For details, please refer to Cninfo at http://www.cninfo.com.cn.)
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
10. 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 Chairman of the Board and the Chief Financial Officer are hereby authorized to arrange, in 2013, bank comprehensive 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.
11. Report on the Capital Increase for Dalian Bingshan Group Import-Export Co., Ltd.
The Company and Dalian Bingshan Group Co., Ltd. propose to increase the capital of Dalian Bingshan Group Import-Export Co., Ltd., which is jointly established by the two parties. The proposed capital increase amounts to RMB 25 million, to be subscribed by the shareholders in proportion to their original equity contributions and funded through the transfer of undistributed profits of Dalian Bingshan Group Import-Export Co., Ltd., with no additional cash contribution required.
The aforementioned transaction constitutes a related-party transaction. On April 8, 2013, 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 Xiao Yongqin, Wang Jian, Liu Kai, and Nagasawa Shuji recused themselves from the deliberation of this proposal.
Approved: 5 votes; Opposed: 0 votes; Abstentions: 0 votes.
12. Report on the Write-Off of Bad Debts.
The Company proposes to write off bad debts totaling RMB 3,723,228.30 that are deemed uncollectible or highly unlikely to be collected. An allowance for doubtful accounts of RMB 3,342,869.51 has already been established for the aforementioned write-off amount, resulting in an impact on current-period profit or loss of RMB 380,358.79.
Approve the write-off of RMB 130,000.00 in long-outstanding accounts receivable by the Company’s subsidiary, Dalian Bingshan Lingshi Frozen Equipment Co., Ltd. The aforementioned write-off amount has already been provided for as an allowance for doubtful accounts in the amount of RMB 130,000.00, with no impact on current-period profit or loss.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
13. Matters concerning the convening of the 2012 Annual General Meeting of Shareholders.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
Among the foregoing proposals, Proposals 1, 2, 3, 4, 5, 6, 9, and 10 still require approval by the Company’s 2012 Annual General Meeting.
III. Supporting Documents for Review
1. A board resolution signed by the directors in attendance and sealed with the board’s official seal.
2. Opinion of the Independent Directors.
Board of Directors, Dalian Refrigeration Co., Ltd.
April 20, 2013
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