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2015 Dividend Distribution Announcement
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2016-039
Dalian Refrigeration Co., Ltd.
Announcement on the Implementation of the 2015 Annual Equity Distribution
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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, with no false records, misleading statements, or material omissions.
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Dalian Refrigeration Co., Ltd. (the “Company”)’s 2015 annual profit distribution plan was approved at the Company’s 2015 Annual General Meeting held on April 21, 2016. From the date of disclosure of the profit distribution plan to the date of its implementation, the Company’s total share capital remained unchanged. The profit distribution plan being implemented this time is consistent with the distribution plan approved by the General Meeting. The period between the approval of the distribution plan by the General Meeting and its implementation does not exceed two months. The details of the profit distribution are hereby announced as follows:
I. Equity Distribution Plan
The Company’s 2015 annual profit distribution plan is as follows:
1. Based on the Company’s existing total share capital of 360,164,975 shares, a cash dividend of RMB 1.00 per 10 shares will be distributed to all shareholders (inclusive of tax; after tax deduction, A-share QFII and RQFII investors, as well as individual investors and mutual funds holding restricted shares issued in the share reform or the initial public offering, will receive RMB 0.90 per 10 shares; for individual investors holding non-reform and non-IPO restricted shares and unrestricted tradable shares, the dividend tax will be levied at a differentiated rate: initially, a dividend of RMB 1.00 per 10 shares will be paid, and following the record date, any additional tax due will be assessed and collected based on the investor’s post‑record‑date share reductions and the actual holding period; with respect to mutual funds holding non-reform and non-IPO restricted shares and unrestricted tradable shares, the dividend tax applicable to Hong Kong investors’ fund holdings will be levied at 10%, while a differentiated rate will be applied to mainland investors’ fund holdingsª; for non‑resident enterprises other than QFII and RQFII, the Company will not withhold and remit income tax on their behalf; such tax shall be paid by the taxpayer at the place where the income is earned; for B‑share non‑resident enterprises, the post‑tax cash dividend will be RMB 0.90 per 10 shares, and the dividend tax for domestic (and overseas) individual shareholders will be levied at a differentiated rate: initially, a dividend of RMB 1.00 per 10 shares will be paid, and following the record date, any additional tax due will be assessed and collected based on the investor’s post‑record‑date share reductions and the actual holding period).
2. Based on the company’s existing total share capital of 360,164,975 shares, 5 shares will be capitalized and distributed to all shareholders for every 10 shares held, using the capital reserve fund.
[Note: In accordance with the first-in, first-out principle, the holding period is calculated on a per-investor securities account basis. For holdings of 1 month or less (inclusive), a supplementary tax of RMB 0.20 shall be paid for every 10 shares held; for holdings exceeding 1 month but not more than 1 year (inclusive), a supplementary tax of RMB 0.10 shall be paid for every 10 shares held; for holdings exceeding 1 year, no supplementary tax is required.]
Prior to the dividend distribution, the Company’s total share capital was 360,164,975 shares; following the distribution, the total share capital increased to 540,247,462 shares.
The cash dividends distributed to B-share shareholders will be converted into Hong Kong dollars for payment in accordance with the Company’s Articles of Association, using the central parity rate of the Renminbi against the Hong Kong dollar published by the People’s Bank of China on the first business day following the date of the resolution of the General Meeting of Shareholders (April 22, 2016), which is HK$1.00 = RMB0.8365. Any additional taxes that may need to be withheld and remitted on behalf of individual B-share shareholders in the future will be calculated based on the aforementioned exchange rate.
II. Record Date and Ex-Dividend/Ex-Right Date
The record date for the equity distribution of A shares is April 29, 2016, and the ex-date for rights and dividends is May 3, 2016.
The last trading day for B shares in this equity distribution is April 29, 2016; the record date is May 5, 2016; and the ex-dividend and ex-rights date is May 3, 2016.
III. Recipients of the Equity Distribution
The recipients of this distribution are: all A-share shareholders of the Company whose names appear on the register maintained by the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as “ChinaClear Shenzhen”) as of the close of trading on the Shenzhen Stock Exchange on April 29, 2016; and all B-share shareholders of the Company whose names appear on the register maintained by ChinaClear Shenzhen as of the close of trading on the Shenzhen Stock Exchange on May 5, 2016.
IV. Method of Equity Distribution
1. For A shares, the shares to be converted in this instance will be directly credited to the shareholders’ A-share securities accounts on May 3, 2016. For B shares, the shares to be converted in this instance will be directly credited to the shareholders’ B-share securities accounts on May 5, 2016. Any fractional share less than one share arising during the conversion process shall be allocated to shareholders in descending order of the decimal portion; if two or more fractions have the same decimal portion, the allocation among such fractions shall be determined by a random order generated by the system, until the total number of shares actually converted equals the total number of shares subject to this conversion.
2. The cash dividends for A-share holders entrusted by the Company to the Shenzhen Branch of China Securities Depository and Clearing Corporation for distribution will be directly credited to their securities accounts via their custodian securities firms (or other custodial institutions) on May 3, 2016.
Cash dividends for B-share holders were directly credited to their securities accounts through the custodian securities firm or custodian bank on May 5, 2016. If a B-share holder completed share transfer and custody procedures on May 5, 2016, the cash dividend will still be paid out by the original custodian securities firm or custodian bank.
3. The cash dividends for the following A-share shareholders will be distributed by the Company itself:
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Serial Number
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Shareholder Account
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Shareholder Name
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1
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08*****772
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Dalian Bingshan Group Co., Ltd.
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During the application period for the equity distribution (application date: April 22, 2016, to record date: April 29, 2016), if the cash dividends entrusted to China Securities Depository & Clearing Corporation Shenzhen Branch for distribution are insufficient due to a reduction in the number of shares held in the shareholder’s securities account, our company shall bear all legal liabilities and consequences arising therefrom.
V. The initial trading date for the unrestricted tradable shares converted from A-shares in this issuance is May 3, 2016; the initial trading date for the unrestricted tradable shares converted from B-shares is May 6, 2016.
VI. Statement of Changes in Share Capital
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Prior to this change
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Changes this time (+, -)
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Following this change
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||
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Quantity
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Proportion
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Conversion of housing provident fund into shares
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Quantity
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Proportion
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I. Shares Subject to Sale Restrictions
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Twenty-six million seven hundred nine thousand one hundred fifty-one
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7.42%
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+13,354,575
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40,063,726
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7.42%
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II. Shares with No Sale Restrictions
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333,455,824
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92.58%
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+166,727,912
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500,183,736
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92.58%
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1. Renminbi common stock
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218,455,824
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60.65%
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+109,227,912
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327,683,736
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60.65%
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2. Foreign-invested shares listed domestically
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115,000,000
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31.93%
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+57,500,000
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172,500,000
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31.93%
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III. Total Number of Shares
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360,164,975
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100.00%
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+180,082,487
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540,247,462
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100.00%
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VII. Following the implementation of this share distribution (or capitalization), based on the diluted earnings per share calculated on the basis of the new total share capital of 540,247,462 shares, the net earnings per share for the year 2015 amounted to RMB 0.2405.
VIII. Other Matters
If any B-share shareholders who are neither domestic individual shareholders nor non-resident enterprises have had income tax withheld on their dividend payments, please contact the Company on or before May 31, 2016, and provide the relevant supporting documentation for verification. Upon confirmation of the validity of such cases, the Company will assist in refunding the withheld tax.
IX. Consultation Procedures
Consultation Address: Corporate Securities Compliance Department
Contact persons for inquiries: Song Wenbao and Du Yu
Consultation phone: 0086-411-86538130
Fax number: 0086-411-86654530
X. Supporting Documents for Reference
1. Resolutions of the Company’s 2015 Annual General Meeting.
2. China Securities Depository and Clearing Corporation Shenzhen Branch confirms the document outlining the specific schedule for the distribution of equity interests.
Hereby announced.
Board of Directors, Dalian Refrigeration Co., Ltd.
April 26, 2016
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Address: No. 106, Liaohe East Road, Dalian Economic & Technological Development Zone
Phone:
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