Securities Code: 000530, 200530; Securities Abbreviation: Daling Shares, Daling B; Announcement No.: 2017-030
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the 2016 Annual General Meeting
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 passed at previous shareholders’ meetings altered.
I. Meeting Convening and Attendance
(1) Status of the Meeting
1. Date and Time of the Meeting
On-site Meeting: Friday, May 19, 2017, at 3:00 p.m.
Online voting: May 18, 2017 – May 19, 2017. 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 May 19, 2017.
(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 May 18, 2017, and 3:00 p.m. on May 19, 2017.
2. Venue for the on-site meeting: Conference Room on the third 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 April 22, 2017.
(II) Attendance at the Meeting
1. Overall Attendance at the Meeting
A total of 15 shareholders and their proxies attended the meeting, representing 188,110,474 shares with voting rights, or 30.75% of the company’s total outstanding shares with voting rights of 611,776,558.
Among them:
A total of 11 shareholders and their proxies attended the on-site meeting, representing 186,928,474 shares with voting rights, or 30.56% of the company’s total outstanding shares with voting rights of 611,776,558.
A total of four shareholders and their proxies attended the meeting via online voting, representing 1,182,000 shares with voting rights, or 0.19% of the company’s total outstanding shares with voting rights of 611,776,558.
2. Attendance of A-share Shareholders
A total of 12 A-share shareholders and their proxies attended the meeting, representing 128,421,123 shares with voting rights, or 29.24% of the company’s total 439,276,558 A-share voting shares.
Among them:
A total of 8 A-share shareholders and their proxies attended the on-site meeting, representing 127,239,123 shares with voting rights, or 28.97% of the company’s total 439,276,558 A-share voting shares.
A total of four A-share shareholders and their proxies attended the meeting via online voting, holding 1,182,000 shares with voting rights, representing 0.27% 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 59,689,351 shares with voting rights, or 34.60% of the company’s total 172,500,000 B-share voting shares.
Among them:
A total of three B-share shareholders and their proxies attended the on-site meeting, representing 59,689,351 shares with voting rights, or 34.60% of the company’s total 172,500,000 B-share voting 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 172,500,000 B-share shares entitled to vote.
4. Attendance of Other Personnel
The company’s directors, supervisors, senior management personnel, and the witnessing attorney attended the meeting.
II. Status of Review and Voting on Proposals
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. 2016 Annual Work Report of the Company’s Board of Directors
|
|
Voting rights held (shares)
|
Approved (shares)
|
Approval rate
|
Oppose (shares)
|
Abstentions (shares)
|
|
Non-affiliated shareholders in attendance
|
11,186,001
|
11,178,501
|
99.93%
|
0
|
7,500
|
|
Among them: A-share non-affiliated shareholders
|
3,998,900
|
3,991,400
|
99.81%
|
0
|
7,500
|
|
Non-affiliated shareholders of B shares
|
7,187,101
|
7,187,101
|
100.00%
|
0
|
0
|
|
Non-affiliated minority shareholders
|
9,671,401
|
9,663,901
|
99.92%
|
0
|
7,500
|
|
Among them: A-share non-affiliated shareholders
|
2,484,300
|
2,476,800
|
99.70%
|
0
|
7,500
|
|
Non-affiliated shareholders of B shares
|
7,187,101
|
7,187,101
|
100.00%
|
0
|
0
|
8. Report on the Appointment of the Company’s 2017 Audit Firm
|
|
Voting rights held (shares)
|
Approved (shares)
|
Approval rate
|
Oppose (shares)
|
Abstentions (shares)
|
|
All shareholders in attendance
|
188,110,474
|
188,102,974
|
99.99%
|
0
|
7,500
|
|
Among them: A-share shareholders
|
128,421,123
|
128,413,623
|
99.99%
|
0
|
7,500
|
|
B-share shareholders
|
Fifty-nine million six hundred eighty-nine thousand three hundred fifty-one
|
Fifty-nine million six hundred eighty-nine thousand three hundred fifty-one
|
100.00%
|
0
|
0
|
|
Minority shareholders
|
9,671,401
|
9,663,901
|
99.92%
|
0
|
7,500
|
|
Among them: A-share shareholders
|
2,484,300
|
2,476,800
|
99.70%
|
0
|
7,500
|
|
B-share shareholders
|
7,187,101
|
7,187,101
|
100.00%
|
0
|
0
|
9. Report on Amendments to the Company Charter
|
|
Voting rights held (shares)
|
Approved (shares)
|
Approval rate
|
Oppose (shares)
|
Abstentions (shares)
|
|
All shareholders in attendance
|
188,110,474
|
188,102,974
|
99.99%
|
0
|
7,500
|
|
Among them: A-share shareholders
|
128,421,123
|
128,413,623
|
99.99%
|
0
|
7,500
|
|
B-share shareholders
|
Fifty-nine million six hundred eighty-nine thousand three hundred fifty-one
|
Fifty-nine million six hundred eighty-nine thousand three hundred fifty-one
|
100.00%
|
0
|
0
|
|
Minority shareholders
|
9,671,401
|
9,663,901
|
99.92%
|
0
|
7,500
|
|
Among them: A-share shareholders
|
2,484,300
|
2,476,800
|
99.70%
|
0
|
7,500
|
|
B-share shareholders
|
7,187,101
|
7,187,101
|
100.00%
|
0
|
0
|
This proposal was approved by more than two-thirds of the voting rights held by shareholders present at the meeting.
For detailed information on the above proposals, please refer to the Company’s announcement of the resolutions passed at the Board Meeting, published on April 22, 2017, 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 Liu Cuimei
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 minute keeper, and sealed with the board’s official seal;
2. Legal Opinion;
3. Other documents required by the Shenzhen Stock Exchange.
Board of Directors of Dalian Refrigeration Co., Ltd.
May 20, 2017
