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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
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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
|
|
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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