大 冷B:2016年第一次临时股东大会决议公告(英文版)

来源:深交所 2016-01-22 00:00:00
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Stock Code: 000530; 200530 Notice No: 2016-013

Short Form of the Stock: Daleng Gufen; Daleng B

Dalian Refrigeration Co., Ltd.

Public Notice on Resolution of

1st Extraordinary Shareholders’ General Meeting of 2016

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 fictitious statements, serious misleading or important

omissions carried in this notice.

There was no augmentation, rejection or changing of proposals in the Shareholders’ General

Meeting. No involved in the case of changing the previous proposals of the general meeting of

shareholders.

I. Particulars about holding and participants of the meeting

(I) Particulars about holding of the meeting

1. The date and time of the meeting

On-site meeting: 3:00 pm, January 21, 2016

Internet polling: From January 20, 2016 to January 21, 2016

(1) Voting through the trading system of Shenzhen Stock Exchange: 9:30-11:30 am and 1:00-3:00

pm dated January 21 2016;

(2) Voting through the Internet voting system of Shenzhen Stock Exchange can be made anytime

from 3:00 pm January 20, 2016 to 3:00 pm January 21 2016;

2. Place of the meeting: The conference room on 8/F of the Company

3. Way of holding: On-site votes plus network polling

4. Convener: The Board of the Company

5. Presidency: Ji Zhijian

6. The meeting is in line with the relevant laws and administrative regulations, departmental rules

and regulations, regulatory documents and relevant provisions of the articles of association of

the company.

The Announcement of holding 1st Extraordinary Shareholders’ General Meeting of 2016 was

published in China Securities and Hong Kong Commercial Daily dated January 5, 2016.The

precautious announcement was published in China Securities and Hong Kong Commercial Daily

dated January15, 2016.

(II) Particulars about participants of the meeting

1. Particulars about general information of attending the meeting

19 shareholders and shareholders’ representatives attended the meeting, representing118,

233,371shares, taking 32.83% of the Company’s total share capital 360,164,975 shares.

Among them:

11 shareholders and shareholders’ representatives attended the on-site meeting, representing

117,982,171 shares, taking 32.76% of the Company’s total share capital 360,164,975 shares.

8 shareholders and shareholders’ representatives attended the network meeting, representing

251,200shares, taking0.07% of the Company’s total share capital 360,164,975 shares.

2. Particulars about shareholders of A shares attending the meeting

16 shareholders of A shares and their representatives attended the meeting, representing

79,848,223 shares, taking32.57% of the Company’s 245,164,975 total A shares.

Among them:

8 shareholders of A shares and their representatives attended the on-site meeting, representing

79,597,023 shares, taking 32.47% of the Company’s 245,164,975 total A shares.

8 shareholders of A shares and their representatives attended the network meeting, representing

251,200shares, taking 0.1% of the Company’s 245,164,975total A shares.

3. Particulars about shareholders of B shares attending the meeting

3shareholders of B shares and their representatives attended the meeting, representing

38,385,148shares, taking 33.38% of the Company’s 115,000,000 total B shares.

Among them:

3 shareholders of B shares and their representatives attended the on-site meeting, representing

38,385,148shares, taking 33.38% of the Company’s 115,000,000 total B shares.

0 shareholders of B shares and their representatives attended the network meeting, representing 0

shares, taking 0% of the Company’s 115,000,000 total B shares.

4. Other attendance

Directors, supervisors and senior executives of the Company and the witness attorney engaged by

the Company

II. Particulars about discussion of the proposals

(I) Ways of voting: On-site votes plus network polling

(II) The shareholders of the Company and their proxy present at the meeting discussed the

proposals. By voting termwise, the following proposals were passed:

1. Report on Electing the Directors of 7th Session of the Board

1.1 Elected Mr. Ji Zhijian to be director

Number of shares For For Against Abstention

represented (share) (share) proportion (share) (share)

present shareholders 118,233,371 118,002,171 99.80% 230,200 1,000

Including: A shares 79,848,223 79,617,023 99.71% 230,200 1,000

B shares 38,385,148 38,385,148 100% 0 0

Present shareholders below 5% 6,376,188 6,144,988 96.37% 230,200 1,000

Including: A shares 2,992,540 2,761,340 92.27% 230,200 1,000

B shares 3,383,648 3,383,648 100% 0 0

1.2 Elected Mr. Liu Kai to be director

Number of shares For For Against Abstention

represented (share) (share) proportion (share) (share)

present shareholders 118,233,371 118,002,171 99.80% 230,200 1,000

Including: A shares 79,848,223 79,617,023 99.71% 230,200 1,000

B shares 38,385,148 38,385,148 100% 0 0

Present shareholders below 5% 6,376,188 6,144,988 96.37% 230,200 1,000

Including: A shares 2,992,540 2,761,340 92.27% 230,200 1,000

B shares 3,383,648 3,383,648 100% 0 0

1.3 Elected Mrs. Xu Junrao to be director

Number of shares For For Against Abstention

represented (share) (share) proportion (share) (share)

present shareholders 118,233,371 118,002,171 99.80% 230,200 1,000

Including: A shares 79,848,223 79,617,023 99.71% 230,200 1,000

B shares 38,385,148 38,385,148 100% 0 0

Present shareholders below 5% 6,376,188 6,144,988 96.37% 230,200 1,000

Including: A shares 2,992,540 2,761,340 92.27% 230,200 1,000

B shares 3,383,648 3,383,648 100% 0 0

1.4 Elected Mr. Ding Jie to be director

Number of shares For For Against Abstention

represented (share) (share) proportion (share) (share)

present shareholders 118,233,371 118,002,171 99.80% 230,200 1,000

Including: A shares 79,848,223 79,617,023 99.71% 230,200 1,000

B shares 38,385,148 38,385,148 100% 0 0

Present shareholders below 5% 6,376,188 6,144,988 96.37% 230,200 1,000

Including: A shares 2,992,540 2,761,340 92.27% 230,200 1,000

B shares 3,383,648 3,383,648 100% 0 0

1.5 Elected Mr. Kudou Sinn to be director

Number of shares For For Against Abstention

represented (share) (share) proportion (share) (share)

present shareholders 118,233,371 118,003,171 99.81% 230,200 0

Including: A shares 79,848,223 79,618,023 99.71% 230,200 0

B shares 38,385,148 38,385,148 100% 0 0

Present shareholders below 5% 6,376,188 6,145,988 96.39% 230,200 0

Including: A shares 2,992,540 2,762,340 92.31% 230,200 0

B shares 3,383,648 3,383,648 100% 0 0

1.6 Elected Mr. Kijima Tadatoshi to be director

Number of shares For For Against Abstention

represented (share) (share) proportion (share) (share)

present shareholders 118,233,371 118,003,171 99.81% 230,200 0

Including: A shares 79,848,223 79,618,023 99.71% 230,200 0

B shares 38,385,148 38,385,148 100% 0 0

Present shareholders below 5% 6,376,188 6,145,988 96.39% 230,200 0

Including: A shares 2,992,540 2,762,340 92.31% 230,200 0

B shares 3,383,648 3,383,648 100% 0 0

1.7 Elected Mrs. Dai Dashuang to be independent director

Number of shares For For Against Abstention

represented (share) (share) proportion (share) (share)

present shareholders 118,233,371 118,002,171 99.80% 230,200 1,000

Including: A shares 79,848,223 79,617,023 99.71% 230,200 1,000

B shares 38,385,148 38,385,148 100% 0 0

Present shareholders below 5% 6,376,188 6,144,988 96.37% 230,200 1,000

Including: A shares 2,992,540 2,761,340 92.27% 230,200 1,000

B shares 3,383,648 3,383,648 100% 0 0

1.8 Elected Mr. Liu Jiwei to be independent director

Number of shares For For Against Abstention

represented (share) (share) proportion (share) (share)

present shareholders 118,233,371 118,002,171 99.80% 230,200 1,000

Including: A shares 79,848,223 79,617,023 99.71% 230,200 1,000

B shares 38,385,148 38,385,148 100% 0 0

Present shareholders below 5% 6,376,188 6,144,988 96.37% 230,200 1,000

Including: A shares 2,992,540 2,761,340 92.27% 230,200 1,000

B shares 3,383,648 3,383,648 100% 0 0

1.9 Elected Mrs. Wang Yan to be independent director

Number of shares For For Against Abstention

represented (share) (share) proportion (share) (share)

present shareholders 118,233,371 118,002,171 99.80% 230,200 1,000

Including: A shares 79,848,223 79,617,023 99.71% 230,200 1,000

B shares 38,385,148 38,385,148 100% 0 0

Present shareholders below 5% 6,376,188 6,144,988 96.37% 230,200 1,000

Including: A shares 2,992,540 2,761,340 92.27% 230,200 1,000

B shares 3,383,648 3,383,648 100% 0 0

2. Report on Electing the Supervisors of 7th Session of the Supervisory Committee

2.1 Elected Mrs. Mao Chunhua to be supervisor

Number of shares For For Against Abstention

represented (share) (share) proportion (share) (share)

present shareholders 118,,233,371 117,917,371 99.73% 315,000 1,000

Including: A shares 79,848,223 79,629,923 99.73% 217,300 1,000

B shares 38,385,148 38,287,448 99.75% 97,700 0

Present shareholders below 5% 6,376,188 6,060,188 95.04% 315,000 1,000

Including: A shares 2,992,540 2,774,240 92.71% 217,300 1,000

B shares 3,383,648 3,285,948 97,11% 97,700 0

2.2 Elected Mrs. Dai Yuling to be supervisor

Number of shares For For Against Abstention

represented (share) (share) proportion (share) (share)

present shareholders 118,233,371 117,881,509 99.70% 350,862 1,000

Including: A shares 79,848,223 79,629,923 99.73% 217,300 1,000

B shares 38,385,148 38,251,586 99.65% 133,562 0

Present shareholders below 5% 6,376,188 6,024,326 94.48% 350,862 1,000

Including: A shares 2,992,540 2,774,240 92.71% 217,300 1,000

B shares 3,383,648 3,250,086 96.05% 133,562 0

3. Report of actual amount exceeded estimated total amount of routine associated transactions for

year 2015

The shareholder Mr.Ji Zhijian(holds A shares of 942,300 shares),Mrs. Xu Junrao(holds A shares

of 663,500 shares ), Dalian Bingshan Group Co., Ltd.(holds A shares of 76,855,683shares),

Sanyo Electric Co., Ltd.(holds B shares of 35,001,500 shares)are the correlative shareholders,

They were avoided from voting this proposal.

Number of shares For For Against Abstention

represented (share) (share) proportion (share) (share)

Present non-correlative

4,770,388 4,552,088 95,42% 217,300 1,000

shareholders

Including: A shares 1,386,740 1,168,440 84.26% 217,300 1,000

B shares 3,383,648 3,383,648 100% 0 0

Present non-correlative

4,770,388 4,552,088 95.42% 217,300 1,000

shareholders below 5%

Including: A shares 1,386,740 1,168,440 84.26% 217,300 1,000

B shares 3,383,648 3,383,648 100% 0 0

Details of the proposal could be found in the notice on resolution of the Board of Directors

published in China Securities, Hong Kong Commercial Daily and http://www.cninfo.com.cn/ on

January 5, 2016.

III. Legal Position Paper Issued by the Lawyer

1. Name of lawyer firm: Liaoning Huaxia Lawyers’ Firm

2. Name of lawyer: Mrs. Bao Jinxing, Mrs. Ma Nan

3. Conclusion of opinions:

“The lawyer believed that convening and holding procedures of this Shareholders’ General

Meeting was in line with regulations of the law, legislation and the Articles of Association; the

participants of the Meeting have lawful and valid qualification; the voting procedures and results

of this Shareholders’ General Meeting were true, legitimate and valid. ”

IV. Documents available for reference

1.The decisions of the Shareholders’ General Meeting that acknowledged by

the present directors and the recorder and stamped by the board of directors;

2. Legal opinions;

3. Other relevant documents.

Board of Directors of Dalian Refrigeration Co., Ltd.

January 22, 2016

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