大 冷B:六届二十一次董事会议决议公告(英文版)

来源:深交所 2015-10-22 00:00:00
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Stock Code: 000530, 200530 Notice No: 2015-057

Short Form of the Stock: Daleng Gufen; Daleng B

Dalian Refrigeration Co., Ltd.

Resolution of 21th Meeting of 6th Session of the Board

Dalian Refrigeration Co., Ltd. (the “Company”) and its whole members of Board of

Directors ensure that the public notice is real, accurate and complete, and there are

no any important omissions, fictitious statements or serious misleading carried in this

notice.

I. Calling of the Board Meeting

1. The Notice on holding of the Board Meeting was served by written form on 15

October 2015.

2. The Board Meeting held at the scene dated 20 October 2015.

3. Nine Directors should present for voting and all of them are present actually.

4. The Meeting was presided over by Mr. Ji Zhijian, Chairman of the Board of the

Company.

5. The Meeting was regarded as abiding the relevant laws, administrative regulation,

department rules, normative documents as well as the Article of Association.

II. Deliberation of the Board Meeting

1. Quarterly report of the Company for the 3rd quarter of 2015

9 votes in favor; 0 vote objection; 0 vote waived.

2. Report on the appointment of deputy GM

To further optimize management team and reinforce management works of the

Company, being nominated by the GM, Mr. Fan Yuekun appointed as the deputy GM.

9 votes in favor; 0 vote objection; 0 vote waived.

Independent directors agreed for the above said appointment.

3. Report of financial assistance provided by the controlling shareholder to the

subsidiary of the Company

To ease the pressure of demand for construction funds of Wuhan New World

Refrigeration Industrial Co., Ltd. (WNWRI), the subsidiary of the Company, Dalian

Bingshan Group Co., Ltd. (“Bingshan Group”), the controlling shareholder of the

Company, provided financial assistance to WNWRI since February 2015 by its own

funds with the highest balance not exceeding 20 million yuan, period not exceeding

12 months, and service fee charged in accordance with the bank loan interest rate with

the same period.

The above mentioned transaction constitutes a related transaction. Independent

directors of the Company deliver a prior approval for the proposal on 15 October

2015 and agree to submit for deliberation on the Board. Related director Ji Zhijian,

and Xu Junrao are avoiding the votes for the proposal.

7 votes in favor; 0 vote objection; 0 vote waived.

III. Documents available for reference

1. Proposal of the Meeting with signature of attended directors and seal of the Board.

2. Opinions from independent directors.

Board of Directors of Dalian Refrigeration Co., Ltd

22 October 2015

Attach: Resume of Mr. Fan Yuekun

Fan Yuekun, male, born in 1964, graduated from Tsinghua University with a bachelor

degree, major in engineering physics, and MBA of Dalian University of Technology;

he successively served as the general manager of operation & management division

and GM assistant of Dalian Sanyo Cold Chain Co., Ltd. from 2003 to 2013; served as

GM of Dalian HURLLY Group Co., Ltd. from June 2013 to July 2015; served as the

general manager of operation & management division of the Company since

September 2015. He has no related relationship with the Company, controlling

shareholders of the Company and actual controller of the Company, and he holds no

shares of the Company and did not punished by the China Securities Regulatory

Commission and other relevant departments of the disciplinary and the stock

exchange.

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