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Announcement of Resolutions Adopted at the Sixteenth Meeting of the Sixth Session of the Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2015-018
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the Sixteenth 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 meeting was issued in writing on April 10, 2015.
2. This board meeting was held on April 22, 2015, 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. 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 2014.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
2. The Company’s 2014 Annual Financial Settlement and 2015 Annual Financial Budget Report.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
3. Proposed profit distribution plan for the year 2014.
According to the audit conducted by Dahua Certified Public Accountants, the parent company recorded a net profit of RMB 111.895 million in 2014. A statutory surplus reserve of RMB 11.189 million was appropriated at 10% of net profit, leaving RMB 100.706 million available for distribution to shareholders. Adding the undistributed profits at the beginning of the year amounting to RMB 372.591 million and deducting the RMB 52.502 million in ordinary share dividends paid for 2013 as well as the RMB 29.066 million appropriated as discretionary surplus reserve at 20%, the cumulative profit available for distribution to shareholders totals RMB 391.729 million.
The Company’s proposed profit distribution for the year 2014 is as follows:
The Company shall appropriate RMB 22.379 million as discretionary statutory surplus reserve, at a rate of 20% of the Parent Company’s net profit of RMB 111.895 million for the year 2014.
The Company will calculate the dividend based on a total share capital of 360,164,975 shares following the completion of the restricted stock grant, with a cash dividend of RMB 1.50 per 10 shares (inclusive of tax), resulting in a total dividend payout of RMB 54.025 million; 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 2014 Annual General Meeting for approval.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
4. The Company’s 2014 Annual Report.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
5. The Company’s First Quarter Report for 2015.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
6. Internal Control Evaluation Report for the Year 2014.
(See Cninfo for details) http://www.cninfo.com.cn )
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
7. The Company’s 2014 Corporate Social Responsibility Report.
(See Cninfo for details) http://www.cninfo.com.cn )
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
8. Annual Report on the Performance of Duties by the Company’s Independent Directors for 2014.
(See Cninfo for details) http://www.cninfo.com.cn )
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
9. Report on the Provision for Asset Impairment for the Company’s Fiscal Year 2014.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
10. Report on the Write-Off of Bad Debts.
It is hereby approved that the Company’s subsidiary, Wuhan New World Refrigeration Industry Co., Ltd., write off long-outstanding accounts receivable in the amount of RMB 589,576.40. It is also approved that the Company’s subsidiary, Ningbo Bingshan Refrigeration & Air-Conditioning Engineering Co., Ltd., write off long-outstanding accounts receivable in the amount of RMB 204,374.00 and other receivables in the amount of RMB 6,462.70. The aforementioned write-off amounts have already been provided for as bad debt reserves totaling RMB 698,882.40, with an impact on the Company’s 2014 profit or loss of RMB 101,530.70.
Approve the write-off of long-outstanding accounts receivable totaling RMB 1,257,898.89. A bad-debt provision of RMB 1,208,768.89 has already been recognized for the aforementioned write-off amount, resulting in an impact of RMB 49,130.00 on the Company’s 2015 profit or loss.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 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 2015.
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 2015, comprehensive bank credit facilities with a total amount not exceeding RMB 600 million, and authorizes the Chairman of the Board to arrange, in 2015, loans with a total amount not exceeding RMB 300 million.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
12. Report on the Company’s Routine Related-Party Transactions for the Year 2014 and the Estimated Routine Related-Party Transactions for the Year 2015.
Based on the 2014 routine related-party transactions and in conjunction with the company’s 2015 operating plan targets, it is estimated that the total amount of routine related-party transactions for the full year 2015 will be approximately RMB 480 million, of which approximately RMB 210 million will be spent on procuring complete sets of project-supporting products from related parties, and approximately RMB 270 million will be generated from sales of supporting components to related parties.
On April 10, 2015, 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.
Approved: 6 votes; Opposed: 0 votes; Abstentions: 0 votes.
13. Report on the Appointment of the Company’s 2015 Audit Firm.
It is proposed to re-engage Dahuа Certified Public Accountants (Special General Partnership) as the Company’s auditor for the year 2015, 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 Dahuа Certified Public Accountants (Special General Partnership) an annual audit fee of RMB 770,000 for the financial statements (the same amount as in 2014) 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, 2015, the Company’s independent directors provided their prior approval for this proposal and agreed to submit it to the Board of Directors for consideration.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
14. Report on Amendments to the Company Charter (see Attachment 1 for details).
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
15. Report on the Candidates for Independent Directors of the Company’s Sixth Board of Directors.
Nominate Ms. Wang Yan as a candidate for independent director on the Company’s Sixth Board of Directors.
The company’s independent directors unanimously approved the aforementioned individuals as candidates for independent director on the company’s sixth board of directors.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
This proposal shall be submitted to the Company’s 2014 Annual General Meeting for consideration. Nominees for independent director shall be submitted to the 2014 Annual General Meeting for approval only after they have been filed with and found to be free of objection by the Shenzhen Stock Exchange.
The Company’s Board of Directors has, in accordance with the relevant regulations, disclosed the detailed information of the independent director candidates on the website of the Shenzhen Stock Exchange ( www.szse.cn ) shall be made public. During the publicity period, any organization or individual may contact us via the investor hotline at 0755-82083000 or by email. info@szse.cn , and provide feedback to the institute.
16. Report on the Company’s Relocation and Renovation Project Plan.
In accordance with the company’s overall development plan, the primary production facilities are slated for relocation to the Dalian Economic and Technological Development Zone, where a new plant construction project will be implemented. The new plant is located at No. 106 Liaohe East Road in the Dalian Economic and Technological Development Zone, with a total land area of 254,826 square meters.
The company’s relocation and renovation will be carefully planned and implemented in phases, ensuring that operations and production are not significantly affected. The relocation and renovation project is scheduled to be completed within two years.
In accordance with the company’s development needs and after carefully balancing the increase in manufacturing overhead with improvements in production efficiency, and based on the project feasibility study report, the total investment for the company’s relocation and renovation is approximately RMB 935 million (including amounts already invested).
The Company will appropriately arrange the land of the old plant in a manner that maximizes corporate interests.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
17. Report on the Termination of the Joint Venture Project for Consulting on Refrigeration Equipment Management and Energy-Saving Services.
At the seventh meeting of the sixth session of the Board of Directors held on December 12, 2013, the Company reviewed and approved the “Report on the Joint Venture Project for Refrigeration Equipment Management Consulting and Energy-Saving Services.” In light of the specific progress of this joint venture project and the fact that the Company has already invested in the establishment of Bingshan Technical Services (Dalian) Co., Ltd. to engage in similar business, the Company intends to terminate the joint venture project.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
18. Report on the Capital Increase for Dalian Bingshan Group Refrigeration and Air-Conditioning Installation Co., Ltd.
Approve the capital increase for this wholly owned subsidiary. Following this capital increase, the subsidiary’s registered capital will be increased from RMB 20.04 million to RMB 29 million, while the Company’s equity stake will remain unchanged at 100%.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
19. Report on the Basic Matters Regarding the Convening of the 2014 Annual General Meeting of Shareholders.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
Among the foregoing proposals, Proposals 1, 2, 3, 4, 11, 12, 13, 14, 15, and 16 still require approval by the Company’s 2014 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 of Dalian Refrigeration Co., Ltd.
April 24, 2015
Attachment 1: Report on Amendments to the Company Charter.
In light of certain circumstances pertaining to the Company, it is necessary to amend the Company’s Articles of Association. The specific circumstances requiring such amendment and the corresponding amendments are set out below:
I. Due to site constraints, in accordance with the resolution passed at the Sixth Meeting of the Fifth Session of the Company’s Board of Directors, the Company acquired a parcel of land located at No. 106 Liaohe East Road in the Dalian Economic and Technological Development Zone in 2010, with a total area of 254,826 square meters. In line with the Company’s mid-term development strategy, the development and utilization of this land have been progressively implemented. To date, the Company’s Foundry Division has completed its relocation to the site, and a new performance testing laboratory has also been constructed.
In light of the foregoing, the following amendments are hereby made to Chapter I, “General Provisions,” of the Company Charter:
Article 1.2 of the Company Charter, “Company Name, Registered Address, and Legal Representative,” originally provided:
“The company’s registered address is: No. 888, Southwest Road, Shahekou District, Dalian City, China.”
“Postal code: 116033”
A business premises is now added, and the text is amended to:
“The company’s registered address is: No. 888, Xinan Road, Shahekou District, Dalian City, China.”
Postal Code: 116033
The company’s second registered address is: No. 106, Liaohe East Road, Dalian Economic & Technological Development Zone.
Postal Code: 116630
II. On February 12, 2015, the Company’s First Extraordinary General Meeting of 2015 approved the draft Restricted Stock Incentive Plan. On March 4, 2015, the Board of Directors held the 15th meeting of the Sixth Session and, through a targeted issuance, formally granted 10.15 million restricted shares to 41 eligible recipients.
Based on the foregoing circumstances, the following amendments are hereby made to Chapter 3 of the Company Charter, “Registered Capital, Shares, and Stock”:
1. Article 3.1 of the Company Charter, “Registered Capital,” originally stipulated:
“The company’s registered capital shall be the total amount of paid-up share capital, namely RMB 350,014,975.”
Now revised to:
“The company’s registered capital shall be the total amount of paid-up share capital, namely RMB 360,164,975.”
2. Article 3.2 of the Company Charter, “Division of Registered Capital,” originally provided:
“The Company’s total issued share capital amounts to 350,014,975 shares, with a par value of RMB 1.00 per share.”
Now revised to:
“The Company’s total issued share capital amounts to 360,164,975 shares, with a par value of RMB 1.00 per share.”
3. Article 3.3 of the Company Charter, “Types and Composition of Registered Capital,” originally provided:
“The total number of ordinary shares authorized for issuance by the Company is 350,014,975.”
The company’s shareholding structure is as follows:
Share Class Number of Shares
Renminbi ordinary shares: 235,014,975 shares
“Domestic listed foreign-invested shares: 115,000,000 shares”
Now revised to:
“The total number of ordinary shares authorized for issuance by the Company is 360,164,975.”
The company’s shareholding structure is as follows:
Share Class Number of Shares
Renminbi ordinary shares: 245,164,975 shares
“Domestic listed foreign-invested shares: 115,000,000 shares”
Attachment 2: Resumes of Independent Director Candidates for the Sixth Board of Directors
Wang Yan, female, born in 1963, is a professor of law. Since 2006, she has successively held the positions of Vice Dean of the School of Law at Northeastern University of Finance and Economics, Director of the China Society of Economic Law, President of the Liaoning Provincial Society of Economic Law, and Arbitrator at the Dalian Arbitration Commission. She currently serves as a professor at the School of Law of Northeastern University of Finance and Economics and as an independent director at Dalian International. She has no affiliations with the Company, its controlling shareholder, or its ultimate controller; does not hold any shares in the Company; and has never been subject to penalties by the China Securities Regulatory Commission or other relevant authorities, nor to disciplinary actions by stock exchanges.
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Dalian Bingshan Group Co., Ltd.
Address: No. 106, Liaohe East Road, Dalian Economic & Technological Development Zone
Phone:
0411-87968888 (Main Line)
0411-87968930, 8931 (Sales)
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400-0411-380 (Customer Service Hotline)
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