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Announcement of Resolutions Adopted at the Second Meeting of the Eighth Board of Directors
Securities Code: 000530 ; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2019-014
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the Second Meeting of the Eighth 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 of Directors meeting was served in writing on March 13, 2019.
2. This board meeting was held on March 20, 2019, by way of written resolution.
3. Seven directors were required to vote, and all seven directors actually voted.
4. 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. Report on the Company’s Routine Related-Party Transactions.
According to preliminary statistics from the Company’s Financial Management Department, as of February 2019, the aggregate amount of routine related-party transactions with certain related parties had reached the disclosure threshold and was therefore subject to review by the Board of Directors. The total value of such routine related-party transactions amounted to approximately RMB 65.06 million, of which approximately RMB 13.35 million represented purchases of complete project support products from related parties, and approximately RMB 51.71 million represented sales of supporting components to related parties.
On March 13, 2019, the Company’s independent directors provided their prior approval for this proposal and agreed to submit it to the Board of Directors for consideration. Related directors Ji Zhijian and Takagi Toshiyuki recused themselves from the deliberation of this proposal.
Approvals: 7; Opposites: 0; Abstentions: 0
III. Supporting Documents for Review
1. A resolution of the Board of Directors signed by the directors in attendance and sealed with the Board’s official seal.
2. Opinion of the Independent Directors.
Board of Directors, Dalian Refrigeration Co., Ltd.
March 22, 2019