Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.

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2016 Annual Dividend Distribution Announcement

Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2017-031

 

Dalian Refrigeration Co., Ltd.

Announcement on the Implementation of the 2016 Annual Equity Distribution

 

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.

 

The 2016 annual profit distribution plan of Dalian Refrigeration Co., Ltd. (the “Company”) was approved at the Company’s 2016 Annual General Meeting held on May 19, 2017. 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. Moreover, 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 2016 annual profit distribution plan is as follows:

1. Based on the Company’s existing total share capital of 611,776,558 shares, a cash dividend of RMB 1.00 will be distributed for every 10 shares held by all shareholders (inclusive of tax; after tax deduction, A-share QFII and RQFII investors, as well as individual investors and mutual funds holding shares subject to share-reform lock-up or IPO lock-up, will receive RMB 0.90 for every 10 shares; for individual investors holding shares that are neither subject to share-reform nor IPO lock-up and are freely tradable, the dividend tax will be levied at a differentiated rate: initially, a dividend of RMB 1.00 will be paid for every 10 shares, and following the record date, any additional tax due will be assessed and collected based on the investor’s post-record-date reduction in share holdings and the actual duration of shareholding; with respect to mutual funds holding shares that are neither subject to share-reform nor IPO lock-up and are freely tradable, the dividend tax applicable to Hong Kong investors’ fund holdings will be levied at a rate of 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 for every 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 will be paid for every 10 shares, and following the record date, any additional tax due will be assessed and collected based on the investor’s post-record-date reduction in share holdings and the actual duration of shareholding.).

2. Based on the company’s existing total share capital of 611,776,558 shares, 4 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 held for 1 month or less (inclusive), an additional tax of RMB 0.20 shall be paid for every 10 shares; for holdings held for more than 1 month but no more than 1 year (inclusive), an additional tax of RMB 0.10 shall be paid for every 10 shares; for holdings held for more than 1 year, no additional tax is required.]

Prior to the dividend distribution, the Company’s total share capital was 611,776,558 shares; following the distribution, the total share capital increased to 856,487,181 shares.

The cash dividends distributed to B-share shareholders will be converted into Hong Kong dollars at the central parity rate of RMB against HKD 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 (May 22, 2017), which is HKD:RMB = 1:0.8822, in accordance with the provisions of the Company’s Articles of Association. Any taxes that may subsequently be required to be withheld and remitted on behalf of individual B-share shareholders shall be calculated based on the aforementioned exchange rate.

II. Record Date and Ex-Dividend/Ex-Right Date

The record date for the A-share dividend distribution is June 9, 2017, and the ex-dividend and ex-rights date is June 12, 2017.

The last trading day for B shares in this equity distribution is June 9, 2017; the record date is June 14, 2017; and the ex-dividend and ex-rights date is June 12, 2017.

   

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 June 9, 2017; 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 June 14, 2017.

IV. Method of Equity Distribution

1. The shares converted under this share conversion will be directly credited to shareholders’ A-share securities accounts on June 12, 2017. The shares converted under this share conversion will be directly credited to shareholders’ B-share securities accounts on June 14, 2017. Any fractional shares remaining after the conversion process will be allocated to shareholders in descending order of the decimal portion of the fractional amounts (with random allocation among shareholders having identical decimal portions), until the total number of shares actually converted matches 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 June 12, 2017.

Cash dividends for B-share shareholders will be directly credited to their securities accounts held with the custodian securities firm or custodian bank on June 14, 2017. If a B-share shareholder arranges for the transfer of share custody on June 14, 2017, the cash dividend will still be paid through 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:

Serial Number

Shareholder Account

Shareholder Name

1

08*****772

Dalian Bingshan Group Co., Ltd.

 

During the application period for the equity distribution (application date: June 1, 2017, to record date: June 9, 2017), 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 June 12, 2017; the initial trading date for the unrestricted tradable shares converted from B-shares is June 15, 2017.

VI. Statement of Changes in Share Capital

 

Prior to this change

Changes this time (+, -)

Following this change

Quantity

Proportion

Conversion of housing provident fund into shares

Quantity

Proportion

I. Shares Subject to Sale Restrictions

76,342,731

12.48%

+30,537,092

106,879,823

12.48%

II. Shares with No Sale Restrictions

535,433,827

87.52%

+214,173,531

749,607,358

87.52%

1. Renminbi common stock

362,933,827

59.32%

+145,173,531

508,107,358

59.32%

2. Foreign-invested shares listed domestically

172,500,000

28.20%

+69,000,000

241,500,000

28.20%

III. Total Number of Shares

611,776,558

100%

+244,710,623

856,487,181

100%

 

VII. Following the implementation of this share distribution (or capitalization), based on the diluted earnings per share calculated on the basis of the new share capital of 856,487,181 shares, the net earnings per share for the year 2016 amounted to RMB 0.2086.

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 June 30, 2017, 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 for inquiries: Du Yu

Consultation Phone: 0086-411-87968822

Fax: 0086-411-87968125

X. Supporting Documents for Review

1. Resolutions of the Company’s 2016 Annual General Meeting.

2. The Shenzhen Branch of China Securities Depository and Clearing Corporation confirms the document outlining the specific schedule for the distribution of equity interests.

Hereby announced.

 

Board of Directors, Dalian Refrigeration Co., Ltd.

June 3, 2017

 

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