Securities Code: 000530, 200530; Securities Abbreviation: Daling Shares, Daling B; Announcement No.: 2016-081
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the Fourth Extraordinary General Meeting of Shareholders in 2016
The Company and all members of the Board of Directors hereby warrant that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or material omissions.
Special Note: No proposals were added, rejected, or amended at this shareholders’ meeting, nor were any resolutions previously adopted at prior shareholders’ meetings subject to amendment.
I. Meeting Convening and Attendance
(1) Status of the Meeting
1. Date and Time of the Meeting
On-site Meeting: Thursday, December 15, 2016, at 3:30 p.m.
Online voting: December 14, 2016 – December 15, 2016. Among them:
(1) The specific time for online voting via the Shenzhen Stock Exchange trading system is from 9:30 a.m. to 11:30 a.m. and from 1:00 p.m. to 3:00 p.m. on December 15, 2016.
(2) The specific period for online voting via the Shenzhen Stock Exchange’s Internet Voting System is any time between 3:00 p.m. on December 14, 2016, and 3:00 p.m. on December 15, 2016.
2. Venue for the on-site meeting: Conference Room on the 8th Floor of the Company
3. Voting Method: A combination of in-person voting at the meeting and online voting.
4. Convenor: The Company’s Board of Directors
5. Host: Ji Zhijian
6. The convening of the meeting complies with the provisions of applicable laws, administrative regulations, departmental rules, normative documents, and the Company’s Articles of Association.
The notice convening this meeting was published in the China Securities Journal and the Hong Kong Commercial Daily on November 26, 2016.
(II) Attendance at the Meeting
1. Overall Attendance at the Meeting
A total of 11 shareholders and their proxies attended the meeting, representing 185,145,707 shares with voting rights, or 30.26% of the company’s total outstanding shares with voting rights of 611,776,558.
Among them:
A total of 10 shareholders and their proxies attended the on-site meeting, representing 184,989,057 shares with voting rights, or 30.23% of the company’s total outstanding shares with voting rights of 611,776,558.
A total of one shareholder and their proxy attended the meeting via online voting, holding 156,650 shares with voting rights, representing 0.03% of the company’s total outstanding shares with voting rights of 611,776,558.
2. Attendance of A-share Shareholders
A total of 8 A-share shareholders and their proxies attended the meeting, representing 126,802,684 shares with voting rights, or 28.87% of the company’s total 439,276,558 A-share voting shares.
Among them:
A total of seven A-share shareholders and their proxies attended the on-site meeting, representing 126,646,034 shares with voting rights, or 28.83% of the company’s total of 439,276,558 A-share voting shares.
A total of one A-share shareholder and its proxy attended the meeting via online voting, holding 156,650 shares with voting rights, representing 0.04% of the company’s total outstanding A-share voting shares of 439,276,558.
3. Attendance of B-share Holders
A total of three B-share shareholders and their proxies attended the meeting, representing 58,343,023 voting shares, or 33.82% of the company’s total 172,500,000 voting B-shares.
Among them:
A total of three B-share shareholders and their proxies attended the on-site meeting, representing 58,343,023 voting shares, or 33.82% of the company’s total 172,500,000 voting B-shares.
A total of 0 B-share shareholders and their proxies attended the meeting via online voting, holding 0 shares with voting rights, representing 0% of the company’s total of 172,500,000 B-share shares entitled to vote.
4. Attendance of Other Personnel
Certain directors, supervisors, and senior management personnel of the company, as well as the witnessing attorney, attended the meeting.
II. Status of Deliberation and Voting on the Proposal
1. Voting Method for Proposals: Proposals at this shareholders’ meeting will be voted on through a combination of in-person voting and online voting.
2. The shareholders and their proxies in attendance at this shareholders’ meeting reviewed the agenda items and, following individual voting on each item, adopted the following resolutions:
(1) Proposal on the Reappointment of the Company’s 2016 Audit Firm
|
|
Voting rights held (shares)
|
Approved (shares)
|
Approval rate
|
Oppose (shares)
|
Abstentions (shares)
|
|
All shareholders in attendance
|
185,145,707
|
184,989,057
|
99.92%
|
One hundred fifty-six thousand six hundred fifty
|
0
|
|
Among them: A-share shareholders
|
126,802,684
|
126,646,034
|
99.88%
|
One hundred fifty-six thousand six hundred fifty
|
0
|
|
B-share shareholders
|
Fifty-eight million three hundred forty-three thousand twenty-three
|
Fifty-eight million three hundred forty-three thousand twenty-three
|
100.00%
|
0
|
0
|
|
Minority shareholders
|
5,997,423
|
5,840,773
|
97.39%
|
One hundred fifty-six thousand six hundred fifty
|
0
|
|
Among them: A-share shareholders
|
One hundred fifty-six thousand six hundred fifty
|
0
|
0.00%
|
One hundred fifty-six thousand six hundred fifty
|
0
|
|
B-share shareholders
|
5,840,773
|
5,840,773
|
100.00%
|
0
|
0
|
For detailed information on the proposal, please refer to the Company’s announcement of the relevant Board of Directors’ resolution, published on November 26, 2016, in the China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.
III. Legal Opinion Issued by the Attorney
1. Name of the Law Firm: Liaoning Huaxia Law Firm
2. Attorneys: Bao Jingxin and Ma Nan
3. Concluding Opinion:
“The firm’s counsel is of the opinion that the convening and conduct of the Company’s current shareholders’ meeting comply with the provisions of the Company Law, the Rules of the Shareholders’ Meeting, the Detailed Rules on Online Voting, and other applicable laws, regulations, normative documents, and the Company’s Articles of Association; that the qualifications of the attendees and the convener of the meeting are lawful and valid; and that the voting procedures and voting results of the meeting are lawful and valid.”
IV. Supporting Documents for Reference
1. The resolution of the shareholders’ meeting, signed and confirmed by the directors in attendance and the secretary, and sealed with the board’s official seal;
2. Legal Opinion;
3. Other documents required by the Shenzhen Stock Exchange.
Board of Directors, Dalian Refrigeration Co., Ltd.
December 16, 2016
