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Announcement of Resolutions Adopted at the 22nd Meeting of the 7th Board of Directors
Securities Code: 000530 ; 200530 Security Abbreviation: Daling Shares; Daling B Announcement No.: 2018-036
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the 22nd 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 August 15 of the year.
2 , This board meeting was held in 2018. It was convened on August 24 of the year by way of written voting.
3 , 9 directors should participate in the vote In fact, 9 directors were voted on.
4、 The convening of this board meeting is in compliance with the relevant laws, administrative regulations, departmental rules, normative documents, and the Company’s Articles of Association.
II. Review of the Board Meeting
1 , Company 2018 Annual and semi-annual reports and their summaries.
Agreed: 9 Votes in favor: ; Votes against: 0; Abstentions: 0.
2、 About Report on the Write-Off of Bad Debts.
Approve the write-off of a total of RMB 3,376,504.99 in long-outstanding, uncollectible accounts receivable held by the company’s two subsidiaries. The write-offs were made as follows: Dalian Bingshan Air-Conditioning Equipment Co., Ltd. wrote off accounts receivable in the amount of RMB 3,167,778.25; Dalian Bingshan Security & Leisure Industry Engineering Co., Ltd., a wholly owned subsidiary of Dalian Bingshan Group Engineering Co., Ltd., wrote off accounts receivable in the amount of RMB 206,726.74 and other receivables in the amount of RMB 2,000. A provision for bad debts of RMB 3,158,174.07 has been made for the above-mentioned write-off amounts, resulting in an impact on the company’s 2018 profit or loss of RMB 218,330.92.
Agreed: 9 Votes in favor: ; Votes against: 0; Abstentions: 0.
3 , Company 2018 Half a year degree Special Report on the Deposit and Use of Raised Funds.
(For details, please refer to Cninfo at http://www.cninfo.com.cn) )
Agreed: 9 Votes in favor: ; Votes against: 0; Abstentions: 0.
4 Report on the Capital Increase for Dalian Bingshan Group Management Consulting Co., Ltd.
To further foster and expand the company’s new business initiatives and to broaden and enhance the investment scope and capabilities of its investment platform, the company intends to jointly with Dalian Bingshan Group Co., Ltd. Dalian Bingshan Group Management Consulting Co., Ltd. (hereinafter referred to as “ management consulting firm”) to increase its capital in cash. The amount of this capital increase is 1 RMB 100 million, to be subscribed by the two shareholders in proportion to their original capital contributions; the Company holds a 49% equity interest in the management consulting company and is required to pay RMB 49 million.
This proposal constitutes a related-party transaction. The company’s independent directors, in 2018 On August 15 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 and Xu Junrao recused themselves from the deliberation of this proposal.
Agreed: 7 Votes in favor: ; Votes against: 0; Abstentions: 0.
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 8 October 25