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Announcement of Resolutions Adopted at the Fourth Meeting of the Sixth Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2013-018
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the Fourth 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 July 12, 2013.
2. This board meeting was convened by facsimile on July 18, 2013.
3. Nine directors were entitled to vote, and all nine directors actually voted.
4. 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 Capital Increase for Wuhan New World Refrigeration Industry Co., Ltd.
The Company, Dalian BingShan Group Co., Ltd., and Sanyo Electric Co., Ltd. propose to increase the capital of Wuhan New World Refrigeration Industry Co., Ltd., which was established through joint investment by the three parties. The proposed capital increase amounts to RMB 70 million, to be subscribed by the three shareholders in proportion to their original equity stakes. In addition, RMB 40 million of the company’s undistributed profits, together with RMB 10 million from its capital reserve and RMB 20 million from its surplus reserve for the year 2012, will be capitalized and transferred to the share capital, requiring no cash contribution. Following this capital increase, the registered capital of Wuhan New World Refrigeration Industry Co., Ltd. will increase from RMB 30 million to RMB 100 million, while the equity proportions of the three shareholders will remain unchanged.
The aforementioned transaction constitutes a related-party transaction. On July 11, 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.
2. Report on the Acquisition and Storage of Certain Land Use Rights of the Company.
It is agreed that the Company’s two land-use rights for warehousing purposes, with a total area of 40,376 square meters and located in Houge Village, Gezhenbao Subdistrict, Ganjingzi District, Dalian City, shall be acquired by the Dalian Municipal Land Reserve Center, with an acquisition compensation of RMB 50 million.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
III. Supporting Documents for Review
1. A board resolution signed by the directors in attendance and sealed with the board’s official seal.
Board of Directors, Dalian Refrigeration Co., Ltd.
July 18, 2013