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Announcement of Resolutions Adopted at the 11th Meeting of the 6th Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2014-020
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the 11th Meeting of the 6th 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 issued in writing on August 8, 2014.
2. This board meeting was convened by facsimile on August 19, 2014.
3. Nine directors were required 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. The Company’s 2014 Semi-Annual Report and its Summary.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
2. Approve the Company’s acquisition of a 10% equity interest in Dalian Bingshan Group Sales Co., Ltd. held by Dalian Bingshan Group Co., Ltd. at a consideration of RMB 2,281,000.
The aforementioned transaction constitutes a related-party transaction. On August 7, 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.
3. Approve the Company’s transfer, on the basis of its acquisition of a 10% equity interest in Dalian Bingshan Group Sales Co., Ltd. held by Dalian Bingshan Group Co., Ltd., of a 30% equity interest in Dalian Bingshan Group Sales Co., Ltd. to Wuhan New World Refrigeration Industry Co., Ltd. for RMB 6.843 million.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
III. Supporting Documents for Review
1. A resolution of the Board of Directors signed by the directors in attendance and sealed with the official seal of the Board.
2. Opinion of the Independent Directors.
Board of Directors, Dalian Refrigeration Co., Ltd.
August 21, 2014
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Dalian Bingshan Group Co., Ltd.
Address: No. 106, Liaohe East Road, Dalian Economic & Technological Development Zone
Phone:
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