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Announcement of Resolutions Adopted at the Tenth Meeting of the Sixth Session of the Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2014-010
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the Tenth Meeting of the Sixth Session of the 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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I. Status of Board Meetings
1. Notice of this Board of Directors meeting was served in writing on April 11, 2014.
2. This board meeting was held on April 22, 2014, by way of in-person voting.
3. Nine directors were required to vote, and all nine directors actually voted.
4. This board meeting was chaired by Mr. Ji Zhijian, 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 2013.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
2. The Company’s 2013 Annual Financial Settlement and 2014 Annual Financial Budget Report.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
3. Proposed Profit Distribution Plan for the Year 2013.
According to the audit conducted by Dahua Certified Public Accountants, the parent company recorded a net profit of RMB 145.328 million in 2013. A statutory surplus reserve of RMB 14.533 million was appropriated at 10% of net profit, leaving RMB 130.795 million available for distribution to shareholders. Adding this to the undistributed profits at the beginning of the year of RMB 315.632 million and deducting the RMB 52.502 million in ordinary share dividends paid for 2012 and the RMB 21.334 million appropriated as discretionary surplus reserve at 20%, the cumulative amount available for distribution to shareholders totals RMB 372.591 million. Of this amount, RMB 29.066 million was appropriated as discretionary surplus reserve at 20%, RMB 52.502 million was allocated for dividend distribution, and the remaining RMB 291.023 million was carried forward for future distribution.
Company’s 2013 Dividend Distribution Plan:
Based on the total share capital of 350,014,975 shares as of the end of 2013, 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.
The Company will not capitalize its capital reserve to increase share capital this year.
The foregoing contingency plans shall be submitted to the Company’s 2013 Annual General Meeting for approval.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
4. The Company’s 2013 Annual Report.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
5. The Company’s First Quarter Report for 2014.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
6. Internal Control Evaluation Report for the Year 2013.
(For details, please refer to Cninfo at http://www.cninfo.com.cn.)
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
7. The Company’s 2013 Corporate Social Responsibility Report.
(For details, please refer to Cninfo at http://www.cninfo.com.cn.)
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
8. Annual Report on the Performance of Duties by the Company’s Independent Directors for 2013.
(For details, please refer to Cninfo at http://www.cninfo.com.cn.)
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
9. Report on the Provision for Asset Impairment for the Company’s Fiscal Year 2013.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
10. Report on the Write-Off of Doubtful Accounts.
The Company proposes to write off bad debts totaling RMB 3,063,426.02 that are deemed uncollectible or highly unlikely to be collected. An allowance for doubtful accounts of RMB 2,422,502.92 has already been provided for the aforementioned write-off amount, resulting in an impact of RMB 640,923.10 on the Company’s 2014 profit or loss.
Approve the write-off of RMB 103,650.00 in long-outstanding accounts receivable held by the Company’s subsidiary, Dalian Bingshan Lingshi Quick-Freezing Equipment Co., Ltd. The aforementioned write-off amount has already been provided for as an allowance for doubtful accounts in the amount of RMB 88,640.00, resulting in an impact on the Company’s 2013 profit or loss of RMB 15,010.00.
Approve the write-off of RMB 330,915.38 in long-outstanding accounts receivable by the Company’s subsidiary, Dalian Bingshan Metal Processing Co., Ltd. The aforementioned write-off amount has already been provided for as an allowance for doubtful accounts in the amount of RMB 328,430.77, resulting in an impact of RMB 2,484.61 on the Company’s 2013 profit or loss.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
11. Report on Authorizing the Company’s Chairman and Management Team to Apply for Bank Credit Lines and Loan Limits for the Year 2014.
To ensure the Company’s normal production and operational needs, the Board of Directors hereby authorizes the Company’s General Manager and Chief Financial Officer to arrange, in 2014, comprehensive bank credit facilities with a total amount not exceeding RMB 500 million, and authorizes the Chairman of the Board to arrange, in 2014, loans with a total amount not exceeding RMB 200 million.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
12. Report on the Company’s Routine Related-Party Transactions for the Year 2013 and the Estimated Routine Related-Party Transactions for the Year 2014.
Based on the 2013 routine related-party transactions and in conjunction with the company’s 2014 operating plan targets, it is estimated that the total amount of routine related-party transactions for the full year 2014 will be approximately RMB 450 million, of which about RMB 230 million will be spent on procuring complete sets of project-supporting products from related parties and about RMB 220 million will be generated from sales of supporting components to related parties.
On April 10, 2014, 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 Ji Zhijian, Xu Junrao, and Kijima Tadatoshi recused themselves from the deliberation of this proposal.
Approvals: 6; Opposites: 0; Abstentions: 0.
13. Report on the Appointment of the Company’s 2014 Audit Firm.
It is proposed to re-engage Dahua Certified Public Accountants (Special General Partnership) as the Company’s auditor for the year 2014 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 Dahua Certified Public Accountants (Special General Partnership) an annual audit fee of RMB 770,000 for the financial statements (the same amount as in 2013) 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 10, 2014, the Company’s independent directors provided their prior approval for this proposal and agreed to submit it to the Board of Directors for consideration.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
14. Report on Amendments to the Company Charter (see Attachment 1 for details).
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
15. Report on Raising the Remuneration Standards for Independent Directors.
It is proposed to increase the annual remuneration for each independent director to RMB 80,000.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
16. Report on the Adjustment of the Membership of the Company’s Board of Directors’ Specialized Committees.
To better leverage the roles of the specialized committees under the Company’s Board of Directors, and based on the recommendations of all independent directors as well as an assessment of the current members’ appointments and professional expertise, Liu Kai, a member of the Audit Committee, will be reassigned to the Compensation and Assessment Committee, while Xu Jun Rao, a member of the Compensation and Assessment Committee, will be reassigned to the Audit Committee.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
17. Report on the Basic Matters Regarding the Convening of the 2013 Annual General Meeting of Shareholders.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
Among the foregoing proposals, Proposals 1, 2, 3, 4, 11, 12, 13, 14, and 15 still require approval by the Company’s 2013 Annual General Meeting.
III. Supporting Documents for Review
1. A resolution of the Board of Directors 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 24, 2014
Attachment 1: Report on Amendments to the Company Charter.
In accordance with the China Securities Regulatory Commission’s “Regulatory Guidance No. 3 for Listed Companies—Cash Dividends of Listed Companies,” and in order to further standardize the Company’s cash dividend practices and enhance the transparency of such dividends, the following amendments are hereby made to Chapter XI, “Profit Distribution,” of the Company’s Articles of Association:
1. Add the following provision to Article 11.2, “Distribution of After-Tax Profits,” of the Company Charter:
(1) Company Shareholder Return Plan:
The company places great emphasis on delivering reasonable returns to shareholders while also safeguarding its future sustainable development.
The company adopts a proactive profit distribution policy and ensures its consistency and stability.
In principle, the company distributes dividends once a year, with cash dividends given priority.
The company will distribute cash dividends, striving to exceed the minimum ratio stipulated in its articles of association.
(2) Decision-making procedures and mechanisms for the company’s profit distribution:
When formulating the annual profit distribution plan, the Company shall comprehensively consider such factors as the characteristics of its industry, its stage of development, its business model, its profitability, its cash flow position, and whether there are any significant capital expenditure commitments. The aforementioned profit distribution plan may be submitted to the Shareholders’ Meeting for deliberation only after it has been approved by a majority of all directors and after the independent directors have expressed their clear opinions thereon.
When reviewing the aforementioned profit distribution proposal, the company’s board of directors shall conduct thorough research and deliberation on matters such as the timing, conditions, and minimum ratio for cash dividends.
When the Company convenes a shareholders’ meeting to deliberate the aforementioned profit distribution proposal, it shall proactively engage in communication and dialogue with shareholders, particularly small and medium-sized shareholders, through multiple channels, fully solicit their views and concerns, and promptly respond to the issues of concern to these shareholders.
(3) Conditions, decision-making procedures, and mechanisms for the Company’s adjustment of its profit distribution policy:
In the event of force majeure, or if there are significant changes in the external business environment or in the Company’s own operating conditions, the Company may adjust its profit distribution policy.
In the course of reviewing and deliberating on adjustments to the profit distribution policy, the company’s board of directors shall give full consideration to the views of independent directors and minority shareholders; moreover, the adjusted profit distribution policy must not violate the relevant regulations issued by the China Securities Regulatory Commission and the stock exchanges.
The revised profit distribution policy may be submitted to the shareholders’ meeting for deliberation only upon approval by a majority of all directors and after independent directors have expressed their clear opinions. When the shareholders’ meeting deliberates the revised profit distribution policy, the voting procedures shall comply with the relevant regulations of the China Securities Regulatory Commission and the stock exchanges, and the proposal must be approved by more than two-thirds of the voting rights held by shareholders present at the meeting, including shareholder proxies.
2. Add the following provision to Article 11.3 “Dividends” of the Company Charter:
(1) When distributing dividends, the Company shall give priority to cash dividends. Subject to compliance with the required cash dividend ratio, the Company may also distribute profits in the form of stock dividends. Any distribution of profits in the form of stock dividends shall be based on genuine and reasonable factors, such as the Company’s growth prospects and the potential dilution of net asset value per share.
(2) When the Company distributes profits, the cash dividend shall account for at least 20% of the total profit distributed in that year.
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Dalian Bingshan Group Co., Ltd.
Address: No. 106, Liaohe East Road, Dalian Economic & Technological Development Zone
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