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Announcement of Resolutions Adopted at the 11th Meeting of the 7th Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2016-075
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the 11th Meeting of the 7th 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 November 21, 2016.
2. This board meeting was held on November 25, 2016, by way of written resolution.
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 Establishment of an Investment Platform Company through Capital Contribution.
The Company proposes to jointly establish an investment platform company with Dalian BingShan Group Co., Ltd. (“BingShan Group”). The registered capital of the investment platform company will be RMB 100 million, with the Company contributing RMB 49 million in cash and holding a 49% equity interest, and BingShan Group contributing RMB 51 million in cash and holding a 51% equity interest.
The aforementioned transaction constitutes a related-party transaction. On November 21, 2016, 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.
2. Report on the Reappointment of the Company’s 2016 Audit Firm.
At the 2015 Annual General Meeting, the Company reappointed Dahu Accounting Firm (Special General Partnership) as its auditor for the 2016 fiscal year to conduct an integrated audit of the Company’s financial statements and internal controls. The audit fees for the annual financial statements amounted to RMB 770,000, while the audit fees for internal controls totaled RMB 300,000.
The Company proposes to re-appoint ShinWing Certified Public Accountants (Special General Partnership) as its auditor for the 2016 fiscal year, to conduct an integrated audit of the Company’s financial statements and internal controls. The annual audit fee for the financial statements is RMB 770,000, and the audit fee for internal controls is RMB 300,000.
On November 21, 2016, 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.
This proposal still needs to be submitted for consideration at the Company’s Fourth Extraordinary General Meeting of 2016.
3. Report on Convening the Fourth Extraordinary Shareholders’ Meeting of 2016.
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.
November 26, 2016
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