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Announcement of Resolutions Adopted at the 20th Meeting of the 7th Board of Directors
Securities Code: 000530 ; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2018-014
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the 20th Meeting of the 7th Board of Directors
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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, and that there are no false records, misleading statements, or material omissions. |
I. Status of Board Meetings
1 , Notice of this Board Meeting, dated 2018 Issued in writing on April 10 of the year.
2 , This board meeting was held in 2018. It was convened on April 20 of the year by on-site voting.
3 , 8 directors should participate in the vote In fact, 8 directors were voted on.
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 , Company General Manager 2017 Annual Work Report
Agreed: 8 Votes in favor: ; Votes against: 0; Abstentions: 0.
2 , Company Board of Directors 2017 Annual Work Report
Agreed: 8 Votes in favor: ; Votes against: 0; Abstentions: 0.
3 , Company 2017 Annual Financial Settlement Report
Agreed: 8 Votes in favor: ; Votes against: 0; Abstentions: 0.
4 , Company 2017 Annual Profit Distribution Proposal Report
According to the audit conducted by ShinWing Certified Public Accountants, the company’s parent company in 2017 The net profit for the year amounted to RMB 183.633 million. A statutory surplus reserve of RMB 18.363 million, representing 10% of net profit, was appropriated, leaving RMB 165.270 million available for distribution to shareholders in the current year.
Plus the undistributed profits at the beginning of the year: 49,896.3 RMB 10,000,000; after deducting the RMB 61,178,000 in ordinary share dividends paid for the year 2016 and the RMB 29,208,000 set aside as the 20% discretionary statutory surplus reserve, the cumulative profit available for distribution to shareholders amounts to RMB 573,847,000.
Company 2017 The proposed annual profit distribution is as follows:
The company will, in accordance with the parent company’s 2017 In accordance with the provision to allocate 20% of the net profit of RMB 183.633 million for the year as discretionary statutory surplus reserve, RMB 36.727 million shall be appropriated.
The company will, in accordance with the latest total share capital of 855,908,981, Based on the share capital, a cash dividend of RMB 0.50 per 10 shares (inclusive of tax) will be distributed, totaling RMB 42.795 million. The cash dividend for B shares will be converted into Hong Kong dollars for payment.
The above contingency plans must be submitted to the company in 2017. Approved at the Annual General Meeting.
Agreed: 8 Votes in favor: ; Votes against: 0; Abstentions: 0.
5 , Company 2017 Annual Report
Agreed: 8 Votes in favor: ; Votes against: 0; Abstentions: 0.
6 , Company 2018 First Quarter Report of the Year
Agreed: 8 Votes in favor: ; Votes against: 0; Abstentions: 0.
7 , Company 2017 Special Report on the Deposit and Use of Funds Raised During the Year
(For details, please refer to Cninfo at http://www.cninfo.com.cn) )
Agreed: 8 Votes in favor: ; Votes against: 0; Abstentions: 0.
8 , Company 2017 Annual Internal Control Evaluation Report
(For details, please refer to Cninfo at http://www.cninfo.com.cn) )
Agreed: 8 Votes in favor: ; Votes against: 0; Abstentions: 0.
9 , Company 2017 Annual Social Responsibility Report
(For details, please refer to Cninfo at http://www.cninfo.com.cn) )
Agreed: 8 Votes in favor: ; Votes against: 0; Abstentions: 0.
10 , Independent Directors of the Company 2017 Annual Performance Report
(For details, please refer to Cninfo at http://www.cninfo.com.cn) )
Agreed: 8 Votes in favor: ; Votes against: 0; Abstentions: 0.
11 , Regarding the provision for the company in 2017 Annual Report on Asset Impairment Provisions
In light of the company’s policy for making impairment provisions on assets and the actual condition of the relevant assets, the company proposes to make an impairment provision for 2017. The annual provision for asset impairment is as follows:
Allowance for doubtful accounts on accounts receivable: RMB 26,816,177.67 RMB, of which RMB 27,221,131.52 was provided as an allowance for doubtful accounts on accounts receivable, and RMB –404,953.85 was provided as an allowance for doubtful accounts on other receivables. An inventory write-down provision of RMB 192,895.00 was also recognized for inventory.
Agreed: 8 Votes in favor: ; Votes against: 0; Abstentions: 0.
12 Report on the Write-Off of Bad Debts
Approve the company’s write-off of accounts receivable in the amount of RMB 2,018,667.74. RMB. The above write-off amount has an impact of RMB 276,664.02 on the company’s profit or loss for 2018.
Approve the write-off of accounts receivable totaling RMB 2,119,611.23 for the company’s six subsidiaries. RMB 7,044.00 of other receivables was written off. The above-mentioned write-off amounts had an impact of RMB 9,718.96 on the company’s profit or loss for 2017 and RMB 64,588.48 on its profit or loss for 2018.
13 , Regarding the Authorization of the Company’s Chairman and Management Team for 2018 Report on Annual Application for Bank Credit Lines and Loan Limits
Authorize the Company’s General Manager and Chief Financial Officer to handle transactions with a total amount not exceeding 8. The bank has extended a comprehensive credit line of RMB 100 million to the company and authorized the Chairman of the Board to arrange loans totaling no more than RMB 600 million. The authorization is valid from January 1, 2018, to June 30, 2019.
Agreed: 8 Votes in favor: ; Votes against: 0; Abstentions: 0.
14 , Regarding the Company in 2018 Report on the Annual Forecast of Routine Related-Party Transactions
According to 2017 Based on the company’s 2018 business plan and the annual pattern of routine related-party transactions, the total amount of such transactions for the full year 2018 is expected to be approximately RMB 880 million, including approximately RMB 320 million for the procurement of complete-set ancillary products from related parties and approximately RMB 560 million for the sale of supporting components to related parties.
Independent directors of the company in 2018 On April 10 of this year, prior approval was granted for this proposal, with the consent to submit it to the Board of Directors for deliberation. Related directors Ji Zhijian, Xu Junrao, and Ding Jie recused themselves from the deliberation of this proposal.
Agreed: 5 Votes in favor: ; Votes against: 0; Abstentions: 0.
15 , Regarding the Hiring of the Company in 2018 Report of the Annual Audit Firm
Proposes to re-engage ShinWing Certified Public Accountants (Special General Partnership) as the Company’s 2018 The annual auditing firm will 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 ShinWing Certified Public Accountants (Special General Partnership) an annual fee of RMB 770,000 for the audit of the financial statements (RMB 770,000 in 2017) and RMB 300,000 for the audit of internal controls; any other expenses incurred in connection with the audit shall be borne by the Company.
Independent directors of the company in 2018 On April 10 of this year, prior approval was granted for this proposal, and it was agreed to submit it to the Board of Directors for consideration.
Agreed: 8 Votes in favor: ; Votes against: 0; Abstentions: 0.
16 Report on Amendments to the Company Charter (see Attachment 1 for details) )
Agreed: 8 Votes in favor: ; Votes against: 0; Abstentions: 0.
17 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.)
Agreed: 8 Votes in favor: ; Votes against: 0; Abstentions: 0.
18 Report on Candidates for the Company’s Board of Directors
Nominate Fan Yuekun as a candidate for director on the Company’s Seventh Board of Directors.
The company’s independent directors unanimously approved the aforementioned individuals as candidates for election to the seventh session of the Board of Directors.
Agreed: 8 Votes in favor: ; Votes against: 0; Abstentions: 0.
19、 Report on the Election of the Company’s Vice Chairman
Elect Ding Jie as the company’s Vice Chairman.
Agreed: 8 Votes in favor: ; Votes against: 0; Abstentions: 0.
20、 Report on the Election of Members of the Company’s Board of Directors’ Compensation and Assessment Committee
Elect Ding Jie as a member of the Company’s Board of Directors’ Compensation and Assessment Committee.
Agreed: 8 Votes in favor: ; Votes against: 0; Abstentions: 0.
21 , Regarding “Dalian Refrigeration Co., Ltd.’s Future Three Years ( 2018–2020 Report on the “Shareholder Return Plan for [Year]”
Agreed: 8 Votes in favor: ; Votes against: 0; Abstentions: 0.
22 , Regarding the Convening of 2017 Report on the Basic Matters of the Annual General Meeting
Agreed: 8 Votes in favor: ; Votes against: 0; Abstentions: 0.
Among the above motions, Motion 2 Items 3, 4, 5, 13, 14, 15, 16, 18, and 21 still require approval by the Company’s 2017 Annual General Meeting of Shareholders.
III. Supporting Documents for Review
1 — A board resolution signed by the directors in attendance and sealed with the board’s official seal.
2 III. Opinion of the Independent Directors.
Board of Directors of Dalian Refrigeration Co., Ltd.
2018 Year 4 October 21
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 In accordance with the Opinions of the General Office of the State Council on Further Strengthening the Protection of the Legitimate Rights and Interests of Small and Medium-Sized Investors in the Capital Market, the Rules for Shareholders’ Meetings of Listed Companies, the Guidelines for the Articles of Association of Listed Companies, and other relevant normative documents, listed companies shall not impose a minimum shareholding threshold for the solicitation of voting rights. To safeguard the legitimate rights and interests of small and medium-sized investors, the Company proposes to add to its Articles of Association a provision prohibiting the imposition of any minimum shareholding requirement for the solicitation of voting rights.
2 , according to 2016 Pursuant to the resolution passed at the Annual General Meeting, the Company implemented the 2016 profit distribution by capitalizing retained earnings to increase share capital, resulting in a change in the Company’s registered capital from RMB 611,776,558 to RMB 856,487,181.
3 , according to 2017 Pursuant to the resolution passed at the Company’s Third Extraordinary General Meeting of 2016, the Company has completed the repurchase and cancellation of 578,200 restricted shares under the 2016 Restricted Stock Incentive Plan, resulting in a change in the Company’s registered capital from RMB 856,487,181 to RMB 855,908,981.
II. Amendments
In light of the foregoing, the Company’s Articles of Association are hereby amended as follows:
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Before revision |
After revision |
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Article 3.1 Registered Capital |
The company’s registered capital is RMB 611,776,558, representing the total amount of paid-up share capital. |
The company’s registered capital is RMB 855,908,981, representing the total amount of paid-up share capital. |
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Article 3.2 Allocation of Registered Capital |
The Company has issued a total of 611,776,558 shares, with a par value of RMB 1.00 per share. |
The Company has issued a total of 855,908,981 shares, with a par value of RMB 1.00 per share. |
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Article 3.3 Types and Composition of Registered Capital |
The total number of ordinary shares issued by the company upon approval is 611,776,558. 611,776,558 ) shares. The company’s share capital is composed as follows: Share Class Number of Shares Renminbi common shares: 439,276,558 stock Foreign-invested shares listed domestically: 172,500,000 stock |
The total number of ordinary shares issued by the Company, as approved, is 855,908,981. ) shares. The company’s share capital is composed as follows: Share Class Number of Shares Renminbi common shares: Six hundred fourteen million four hundred eight thousand nine hundred eighty-one (614,408,981) stock Foreign-invested shares listed domestically: 241,500,000 stock |
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Article 5.9 Attendance and Proxy |
The company’s board of directors, independent directors, and shareholders who meet the relevant requirements may solicit voting proxies from the company’s shareholders for use at the general meeting of shareholders. Such solicitation of voting proxies shall be conducted on a gratuitous basis and shall involve full disclosure of information to the persons whose proxies are being solicited. |
The company’s board of directors, independent directors, and shareholders who meet the relevant requirements may solicit voting proxies from the company’s shareholders for use at the general meeting of shareholders. Such solicitation of voting proxies shall be conducted on a gratuitous basis and shall involve full disclosure of information to the persons whose proxies are being solicited. There is no minimum shareholding threshold for shareholders to solicit voting rights. |
Attachment 2 : Personal Biography of Mr. Fan Yuekun
Fan Yuekun, male, 1964 Born in [year], he graduated from Tsinghua University with a degree in Engineering Physics and holds an MBA from Dalian University of Technology. From 2003 to 2013, he successively served as Head of the Operations Management Department and Assistant to the General Manager at Dalian Sanyo Cold Chain Co., Ltd. From June 2013 to July 2015, he held the position of General Manager of Dalian Huali Group. Since October 2015, he has served as Deputy General Manager of the Company. He has no affiliations with the Company, its controlling shareholder, or its ultimate controller; he is not listed as a discredited person subject to enforcement; he has never been penalized by the China Securities Regulatory Commission or other relevant authorities, nor has he been disciplined by any stock exchange; and he currently holds 700,000 A-shares of the Company.