Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.

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Announcement of Changes in Share Structure

The Share Structure Reform Plan of Dalian Refrigeration Co., Ltd. (hereinafter referred to as the “Company” or “this Company”) was approved by the relevant shareholders’ meeting on December 29, 2005, and the “Announcement on the Implementation of the Share Structure Reform Plan” was published on January 6, 2006. The Company’s Share Structure Reform Plan was formally completed on January 9, 2006, and trading of the Company’s shares was resumed. Following the implementation of the Share Structure Reform Plan—specifically, after the non-tradable shareholders fulfilled their consideration arrangement—the Company’s share structure underwent changes. The following is an announcement regarding the changes in the Company’s share structure after the implementation of the Share Structure Reform Plan:
I. Changes in the Company’s Share Structure Before and After the Share Structure Reform
 
Before the reform
After the reform
 
Number of shares
Proportion
 
Number of shares
Proportion
I. Unlisted Tradable Shares 136,644,750
39.04%
I. Tradable Shares Subject to Sale Restrictions
107,270,247
30.65%
(1) Promoter Shares 104,422,500
29.83%
(1) Tradable shares with restricted sale conditions resulting from the share structure reform
107,133,683
30.61%
1. State-owned shares 104,422,500
29.83%
1. Shareholding by the State and state-owned legal entities
76,855,683
21.96%
2. State-owned corporate shares     2. Shareholding by general corporate entities within the territory
30,278,000
8.65%
3. Domestic corporate shares     3. Shareholding by natural persons within the territory    
4. Foreign-invested corporate shares     4. Shareholding by Foreign Legal Entities and Natural Persons    
5. Natural Person Shares     5. Other    
6. Other     (2) Internal Employee Shares    
(2) Directed Corporate Shares
32,222,250
9.21%
1. State-owned shares     (3) Allocation of Shares to Institutional Investors    
2. State-owned corporate shares
 
 
3. Domestic corporate shares
32,222,250
9.21%
(4) Executive Shares
One hundred thirty-six thousand five hundred sixty-four
0.04%
4. Foreign-invested corporate shares    
5. Natural Person Shares     (5) Other    
6. Other    
II. Shares Already Listed and in Circulation 213,370,225
60.96%
II. Tradable Shares with No Sale Restrictions
242,744,728
69.35%
(1) Tradable shares subject to sale restrictions
One hundred and five thousand fifty.
0.03%
(1) Renminbi Common Shares
127,744,728
36.50%
1. Internal Employee Shares    
2. Allocation of Shares to Institutional Investors    
3. Executive Shares
One hundred and five thousand fifty.
0.03%
(2) Foreign-invested shares listed domestically
115,000,000
32.86%
4. Other    
(2) Tradable shares with no sale restrictions
213,265,175
60.93%
(3) Foreign-invested shares listed overseas    
1. Renminbi common stock
98,265,175
28.08%
2. Foreign-invested shares listed domestically
115,000,000
32.86%
3. Foreign-invested shares listed overseas
 
 
(4) Other    
4. Other
 
 
III. Total Number of Shares
350,014,975
100%
III. Total Number of Shares
350,014,975
100%
 
II. Estimated Schedule for the Listing and Trading of Shares Subject to Sale Restrictions
 
Serial Number
Shareholder Name
Held and eligible for public trading
Shares subject to sale restrictions
Available for trading on the market
Time
Promised Restricted Sale Conditions
Quantity (shares)
Percentage of Total Shares (%)
1           
Dalian Bingshan Group Co., Ltd.
76,855,683
21.96%
January 8, 2011 Note 1
2           
Jilin Province Jiuzhou Development Company
3,150,000
0.90%
January 8, 2007  
3           
Taiyuan Zhaohé Investment and Development Company
3,150,000
0.90%
January 8, 2007  
4           
Shenyin & Wanguo Securities Co., Ltd.
2,837,000
0.81%
January 8, 2007  
5           
Dalian Huaxin Trust & Investment Co., Ltd.
1,795,000
0.51%
January 8, 2007  
6           
Dalian Thermal Power Group Co., Ltd.
1,750,000
0.50%
January 8, 2007  
7           
Dalian Rubber and Plastics Machinery Factory
1,653,750
0.47%
January 8, 2007  
8           
Dalian Marine Diesel Engine Factory
1,622,250
0.46%
January 8, 2007  
9           
Dalian Industrial Development Investment Company
1,622,250
0.46%
January 8, 2007  
10       
Huaxia Securities Co., Ltd.
1,575,000
0.45%
January 8, 2007  
11       
Harbin City Actually Has an Economic and Trade Development Company
1,575,000
0.45%
January 8, 2007  
12       
Tongren Huasu Co., Ltd.
1,575,000
0.45%
January 8, 2007  
13       
Dalian Yida Headquarters
1,575,000
0.45%
January 8, 2007  
14       
Dalian Fengyuan Shengshi Electronic Commerce Co., Ltd.
1,188,750
0.34%
January 8, 2007  
15       
Industrial and Commercial Bank of China, Dalian Branch
833,250
0.24%
January 8, 2007  
16       
Dalian Marine Fisheries Group Co., Ltd. of Liaoning Province
787,500
0.22%
January 8, 2007  
17       
Liaoning Machinery Equipment Import-Export Company
614,250
0.18%
January 8, 2007  
18       
Beijing Zhongdian Tianda Trading Company
551,250
0.16%
January 8, 2007  
19       
Dalian Lüshun Dalongtang Industrial Corporation
550,000
0.16%
January 8, 2007  
20       
Dalian National Safety Valve Co., Ltd.
472,500
0.13%
January 8, 2007  
21       
Dalian Bingshan Group Refrigeration Equipment Co., Ltd.
450,000
0.13%
January 8, 2007  
22       
Dalian Kehui Optoelectronic Technology Co., Ltd.
315,000
0.09%
January 8, 2007  
23       
Shandong Zibo Traction Motor Co., Ltd.
236,250
0.07%
January 8, 2007  
24       
Dalian Zhongli Industrial Company
One hundred fifty thousand
0.04%
January 8, 2007  
25       
Harbin Bingshan Refrigeration and Food Machinery Repair Factory
78,750
0.02%
January 8, 2007  
26       
Dalian International Economic and Technical Cooperation Company
Sixty-four thousand five hundred
0.02%
January 8, 2007  
27       
Liaoning Enterprise Federation Industrial Corporation
58,500
0.02%
January 8, 2007  
28       
Hunan Yiyang Regional Finance Trust and Investment Company
47,250
0.01%
January 8, 2007  
Total
 
107,133,683
30.60%
 
 
 
Note 1: Dalian Bingshan Group Co., Ltd. undertakes that, from the date on which its non-tradable shares obtain listing and trading rights, it will not sell such shares on the stock exchange for a period of 60 months.
Note 2: Following the implementation of the share structure reform plan, the number of shares held by the Company’s senior management has increased from the original 105,050 to 136,564. These shares remain subject to the relevant lock-up provisions and may not be sold until six months after the holder’s departure from the Company.
 
III. Supporting Documents for Review
1. Prospectus on the Share Structure Reform of Dalian Refrigeration Co., Ltd. (Revised Draft)
2. Voting Results and Announcement of the Shareholders’ Meeting Related to the Share Structure Reform of Dalian Refrigeration Co., Ltd.
3. Sponsorship Opinion and Supplementary Sponsorship Opinion of Guotai Junan Securities Co., Ltd. on the Share Structure Reform of Dalian Refrigeration Co., Ltd.
4. Legal Opinion and Supplementary Legal Opinion of Liaoning Huaxia Law Firm on the Share Structure Reform of Dalian Refrigeration Co., Ltd.
 
Hereby announced.
 
 
Dalian Refrigeration Co., Ltd.
Board of Directors
January 9, 2006

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