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Announcement of Resolutions Adopted at the 20th Meeting of the Sixth Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2015-052
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the 20th 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 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 12, 2015.
2. This board meeting was held on August 19, 2015, by way of written resolution.
3. Nine directors were entitled to vote, and all nine directors actually voted.
4. The convening of this Board of Directors 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 2015 Semi-Annual Report and its Summary.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
2. Report on the Acquisition of Equity in Bingshan Technical Services (Dalian) Co., Ltd.
The Company agrees to acquire, for a consideration of RMB 6.024 million, a 40% equity interest in Bingshan Technical Services (Dalian) Co., Ltd. held by Dalian Bingshan International Trading Co., Ltd. Upon completion of this equity transfer, the Company will hold a 100% equity interest in Bingshan Technical Services (Dalian) Co., Ltd.
The aforementioned transaction constitutes a related-party transaction. On August 6, 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 and Xu Junrao recused themselves from the deliberation of this proposal.
Approved: 7 votes; Opposed: 0 votes; Abstentions: 0 votes.
3. Report on the Write-Off of Bad Debts.
It is agreed that the Company’s subsidiary, Dalian Bingshan Air-Conditioning Equipment Co., Ltd., shall write off long-outstanding accounts receivable in the amount of RMB 2,748,195.73. The aforementioned write-off amount has already been provided for as an allowance for doubtful accounts in the amount of RMB 2,174,026.15, resulting in an impact on the Company’s 2015 profit or loss of RMB 574,169.58.
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.
2. Opinion of the Independent Directors.
Board of Directors, Dalian Refrigeration Co., Ltd.
August 21, 2015
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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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