News Center
Enterprises are public instruments of society.
News Center
Announcement of Resolutions Adopted at the 13th Meeting of the 7th Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2017-014
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the 13th Meeting of the 7th Board of Directors
|
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.
|
I. Status of Board Meetings
1. Notice of this Board of Directors meeting was served in writing on April 11, 2017.
2. This board meeting was held on April 21, 2017, 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. 2016 Annual Work Report of the Company General Manager
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
2. 2016 Annual Work Report of the Company’s Board of Directors
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
3. The Company’s 2016 Annual Financial Closing Report and 2017 Annual Financial Budget Report
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
4. Proposed Profit Distribution Plan for the Year 2016
According to the audit conducted by ShinWing Certified Public Accountants, the parent company recorded a net profit of RMB 146.041 million in 2016. A statutory surplus reserve of RMB 14.604 million was appropriated at a rate of 10%, leaving RMB 131.437 million available for distribution to shareholders in that year.
Adding the undistributed profits at the beginning of the year amounting to RMB 428.747 million, and after deducting the RMB 36.016 million in ordinary share dividends paid for the year 2015 and the RMB 25.205 million set aside as discretionary statutory surplus reserve at a rate of 20%, the cumulative profit available for distribution to shareholders totals RMB 498.963 million.
The Company’s proposed profit distribution for the year 2016 is as follows:
The Company shall appropriate RMB 29.208 million as discretionary statutory surplus reserve, at a rate of 20% of the Parent Company’s net profit of RMB 146.041 million for the year 2016.
The Company will, based on a total share capital of 611,776,558 shares, declare a cash dividend of RMB 1.00 for every 10 shares held (inclusive of tax), resulting in a total dividend payout of RMB 61.178 million; the cash dividend for B shares will be converted into Hong Kong dollars for payment. In addition, the Company will, based on the same total share capital of 611,776,558 shares, capitalize its capital reserve to issue an additional 4 shares for every 10 shares held.
The foregoing contingency plans shall be submitted to the Company’s 2016 Annual General Meeting for approval.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
5. The Company’s 2016 Annual Report
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
6. Company’s First Quarter Report for 2017
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
7. Special Report on the Deposit and Use of Funds Raised in 2016
(See Cninfo for details) http://www.cninfo.com.cn )
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
8. Internal Control Evaluation Report for the Year 2016
(See Cninfo for details) http://www.cninfo.com.cn )
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
9. 2016 Corporate Social Responsibility Report
(See Cninfo for details) http://www.cninfo.com.cn )
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
10. Annual Report on the Performance of Duties by the Company’s Independent Directors for 2016
(See Cninfo for details) http://www.cninfo.com.cn )
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
11. Report on the Provision for Asset Impairment for the Company’s Fiscal Year 2016
In accordance with the Company’s policy for making provisions for asset impairment and the actual condition of the relevant assets, the Company proposes to make an impairment provision for the year 2016, as detailed below:
An allowance for doubtful accounts of RMB 17,651,775.24 has been provided for receivables, comprising an allowance of RMB 15,557,909.70 for trade receivables and an allowance of RMB 2,093,865.54 for other receivables.
(For details, please refer to the Company’s “Announcement on Making Provisions for Asset Impairment in 2016 and Scrapping Certain Fixed Assets” issued on the same day.)
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
12. Report on the Write-Off of Certain Fixed Assets
In accordance with the principles of prudence and conservatism set forth in the Enterprise Accounting Standards, and to ensure the validity of the company’s book assets, the company proposes to write off certain fixed assets at the old plant site.
The company proposes to write off fixed assets with a carrying amount of RMB 166.831 million, for which accumulated depreciation of RMB 142.6523 million has been provided, resulting in a net book value of RMB 24.1787 million. An impairment provision of RMB 1.7372 million has also been recognized. After adjusting for the impact of corporate income tax, this write-off will reduce the company’s profit or loss for the year 2016 by RMB 19.0753 million.
(For details, please refer to the Company’s “Announcement on Making Provisions for Asset Impairment in 2016 and Scrapping Certain Fixed Assets” issued on the same day.)
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
13. Report on the Write-Off of Bad Debts
Approve the write-off of other receivables in the amount of RMB 51,674.54 by Dalian Bingshan Group Engineering Co., Ltd., a subsidiary of the Company. Approve the write-off of other receivables in the amount of RMB 50,530.00 by Dalian Bingshan Security and Leisure Industry Engineering Co., Ltd., a subsidiary of the aforementioned subsidiary. The impact of the above write-offs on the Company’s 2016 profit or loss is RMB 0.00.
We approve the company’s write-off of accounts receivable in the amount of RMB 3,956,544.87. The impact of the aforementioned write-off on the company’s 2017 profit or loss is RMB 173,533.24.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
14. Report on Authorizing the Company’s Chairman and Management Team to Apply for Bank Credit Lines and Loan Limits for the Year 2017
The Company’s General Manager and Chief Financial Officer are authorized to arrange comprehensive bank credit facilities with a total amount not exceeding RMB 700 million, and the Chairman of the Board is authorized to obtain loans with a total amount not exceeding RMB 500 million. The authorization shall be effective from January 1, 2017, to June 30, 2018.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
15. Report on the Company’s Routine Related-Party Transactions for the Year 2016 and the Estimated Routine Related-Party Transactions for the Year 2017
Based on the 2016 routine related-party transactions and in conjunction with the company’s 2017 operating plan targets, it is estimated that the total amount of routine related-party transactions for the full year 2017 will be approximately RMB 880 million, of which approximately RMB 400 million will be spent on procuring complete sets of project-supporting products from related parties and approximately RMB 480 million will be generated from sales of supporting components to related parties.
On April 11, 2017, 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 Ding Jie recused themselves from the deliberation of this proposal.
(For details, please refer to the Company’s “Announcement on the Estimated Amount of Routine Related-Party Transactions for 2017” issued on the same day.)
Approved: 6 votes; Opposed: 0 votes; Abstentions: 0 votes.
16. Report on the Appointment of the Company’s 2017 Audit Firm
It is proposed to re-engage Shinewing Zhonghe Certified Public Accountants (Special General Partnership) as the Company’s auditor for the year 2017 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 Shinewing Zhonghe Certified Public Accountants (Special General Partnership) an annual audit fee of RMB 770,000 for the financial statement audit (the same amount as in 2016) 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 11, 2017, 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.
17. Report on the Change of Registered Address
In order to benefit from the policies and various facilitation measures available in the Dalian Area of the Liaoning Pilot Free Trade Zone and to ensure consistency between the company’s place of business and its registered address, the company proposes to change its registered address from the current address of No. 888, Southwest Road, Shahekou District, Dalian City, to No. 106, Liaohe East Road, Dalian Economic & Technological Development Zone.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
18. Report on Amendments to the Company Charter (see Attachment 1 for details)
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
19. Report on Changes in Accounting Policies
(For details, please refer to the Company’s “Announcement on Changes in Accounting Policies” issued on the same day.)
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
20. Report on the Delay in Bringing the Fund-Raising Investment Projects to Their Scheduled State of Usability
(For details, please refer to the Company’s “Announcement on the Delay in Bringing the Fund-Raising Investment Projects to Their Scheduled Commissioning Status” issued on the same day.)
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
21. Report on Land and Housing Leasing
The Company proposes to lease, in its entirety, the land and buildings of its former plant located at No. 888 Southwest Road, Shahekou District, Dalian City, to Dalian Bingshan Huigu Development Co., Ltd. upon completion of the Company’s relocation to its new plant. The leased land covers an area of 167,165.61 square meters, and the leased buildings cover an area of 105,652.43 square meters. The lease term shall commence on April 1, 2017, and expire on December 31, 2036. The total rent for the first three years amounts to RMB 20.34 million, with RMB 4.62 million payable from April 1, 2017, to December 31, 2017; RMB 7.86 million payable in 2018; and RMB 7.86 million payable in 2019. Starting January 1, 2020, the parties shall, in light of local market conditions, separately negotiate and determine the rent for the subsequent three-year period, and such arrangement shall be applied on a rolling basis thereafter.
The aforementioned transaction constitutes a related-party transaction. On April 11, 2017, 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 director Ji Zhijian recused himself from the deliberation.
(For details, please refer to the Company’s “Announcement on Related-Party Transactions Involving Land and Property Leasing” issued on the same day.)
Approved: 8 votes; Opposed: 0 votes; Abstentions: 0 votes.
22. Report on the Basic Matters Regarding the Convening of the 2016 Annual General Meeting
(For details, please refer to the Company’s “Notice on Convening the 2016 Annual General Meeting of Shareholders” issued on the same day.)
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
Among the foregoing proposals, Proposals 2, 3, 4, 5, 14, 15, 16, and 18 still require approval by the Company’s 2016 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, Dalian Refrigeration Co., Ltd.
April 22, 2017
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. Circumstances for Amendment
1. Pursuant to the resolution passed at the 2015 Annual General Meeting of Shareholders, the Company implemented the 2015 profit distribution by capitalizing retained earnings to increase share capital, resulting in a change in the Company’s registered capital from RMB 360,164,975 to RMB 540,247,462.
2. Pursuant to the resolution passed at the Second Extraordinary General Meeting of Shareholders in 2015 and the approval granted under Document No. [2015]3137 issued by the China Securities Regulatory Commission, the Company carried out a non-public offering, resulting in a change in the Company’s registered capital from RMB 540,247,462 to RMB 598,892,558.
3. Pursuant to the resolution passed at the Third Extraordinary General Meeting of Shareholders in 2016, the Company implemented the Second Phase Restricted Stock Incentive Plan, resulting in a change to the Company’s registered capital from RMB 598,892,558 to RMB 611,776,558.
4. The Company has now completed its relocation to the new plant at No. 106 Liaohe East Road, Dalian Economic and Technological Development Zone, which is within the Dalian Area of the Liaoning Provincial Free Trade Zone. To fully benefit from the policies and facilitation measures available in the Dalian Area of the Liaoning Provincial Free Trade Zone and to ensure consistency between the Company’s place of business and its registered address, the Company proposes to change its registered address from the current address of No. 888 Southwest Road, Shahekou District, Dalian City, to No. 106 Liaohe East Road, Dalian Economic and Technological Development Zone.
II. Amendments
Based on the foregoing circumstances, the Company’s Articles of Association are hereby amended as follows:
|
|
Before revision
|
After revision
|
|
Article 1.2 Company Name, Registered Address, and Legal Representative
|
The company’s registered address is: No. 888, Southwest 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
|
The company’s registered address is No. 106, Liaohe East Road, Dalian Economic & Technological Development Zone.
Postal Code: 116630
|
|
Article 3.1 Registered Capital
|
The company’s registered capital is RMB 360,164,975, representing the total amount of paid-up share capital.
|
The company’s registered capital is RMB 611,776,558, representing the total amount of paid-up share capital.
|
|
Article 3.2 Allocation of Registered Capital
|
The Company has issued a total of 360,164,975 shares, with a par value of RMB 1.00 per share.
|
The Company has issued a total of 611,776,558 shares, with a par value of RMB 1.00 per share.
|
|
Article 3.3 Types and Composition of Registered Capital
|
The total number of ordinary shares authorized for issuance by the Company is 360,164,975.
The company’s share capital is composed as follows:
Share Class Number of Shares
Renminbi ordinary shares: 245,164,975 shares
Domestically listed foreign-invested shares: 115,000,000 shares
|
The total number of ordinary shares authorized for issuance by the Company is 611,776,558.
The company’s share capital is composed as follows:
Share Class Number of Shares
RMB common shares: 439,276,558 shares
Foreign-invested shares listed domestically: 172,500,000 shares
|
这里是标题一h1占位文字
Message Board
Group dynamics
Contact us
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)
0411-87968000 (After-Sales Service)
400-0411-380 (Customer Service Hotline)
Copyright © 2026 Bingshan Cold & Heat Technology Co., Ltd.
