Stock Code: 000530, 200530 Short Form of the Stock: Daleng Gufen, Daleng B No: 2016-017
Dalian Refrigeration Co., Ltd.
Public Notice on Resolutions of the 2nd Meeting of
the 7th Board of Directors
Dalian Refrigeration Co., Ltd. and all members of its Board of Directors hereby confirm that
there are no any important omissions, fictitious statements or serious misleading carried in this
notice, and shall be jointly and severally liable for the reality, accuracy and completeness of the
whole contents.
Please be advised that the 2nd meeting of the 7th Board of Directors of Dalian Refrigeration Co.,
Ltd. (hereinafter referred to as the Company) was held by communication vote dated March 10,
2016. The notice on this meeting was sent out in written form on March 3, 2016. 9 persons should
attend the meeting, and actually 9 persons attended. The following resolutions were examined and
adopted in the meeting:
I. Report on amending Articles of Association of the Company;
(For details, see Attachment 1.)
With 9 votes for, 0 vote against and 0 vote as abstention.
The report shall be submitted to 2nd Extraordinary Shareholders’ General Meeting of 2016 for
review and approval.
II. Report on providing guarantee for the special item fund of the China Development Bank (CDB)
development fund;
The CDB development fund intends to give support to the Company’s cold-chain green intelligent
equipment and service industrialization base project, through the way of providing the special item
fund to the controlling shareholder of the Company—Dalian Bingshan Group Co., Ltd. ( Bingshan
Group) .The special item fund amount is 160 million yuan, with borrowing term of 10 years, and
borrowing rate about 1.2%. The special item fund can only be used for the development of the
Company’s cold-chain green intelligent equipment and service industrialization project. So after
the above special item loan arrived, Bingshan Group will fully allocate to the Company and not
increase interest rates.
The implementation of above special item fund needs the Company to provide guarantee. The
guarantee is guarantee for the controlling shareholder in the form, but actually guarantee for the
Company itself in order to get the financial support.
The above mentioned transaction constitutes a related transaction. Independent directors of the
Company deliver a prior approval for the proposal on March 3, 2016 and agree to submit for
deliberation on the Board. Related directors Ji Zhijian and Xun Junrao are avoiding the votes
for the proposal.
With 7votes for, 0 vote against and 0 vote as abstention.
The report shall be submitted to 2nd Extraordinary Shareholders’ General Meeting of 2016 for
review and approval
III. Report on signing the agreement of special item loan with the controlling shareholder;
For the above special item fund, the Company will sign the agreement of special item loan with
the controlling shareholder.
The above mentioned transaction constitutes a related transaction. Independent directors of the
Company deliver a prior approval for the proposal on March 3, 2016 and agree to submit for
deliberation on the Board. Related directors Ji Zhijian and Xun Junrao are avoiding the votes for
the proposal.
With 7votes for, 0 vote against and 0 vote as abstention.
IV. Report on holding the 2nd Extraordinary Shareholders’ General Meeting for 2016.
With 9 votes for, 0 vote against and 0 vote as abstention.
IV. 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.
March 11, 2016
Attachment 1: Report on amending Articles of Association of the Company
1. According to the CSRC-
2014), in order to further clear the general meeting of shareholders network vote matters and small
and medium-sized investors separate counting mechanism, and in combination with the practical
situation of the Company, the Articles of Association of the Company will be amended
correspondingly.
According to the CSRC relevant regulation of regulate the behavior of the listed company external
guarantee in combination with the practical situation of the Company, the Articles of Association
of the Company will be amended correspondingly.
Specific changes are as follows:
Before amendment After amendment
Article 1.8 external The Company cannot guarantee for any
The Company cannot guarantee for the
guarantee entity without legal personality or personal,
controlling shareholder and other related
the Company guarantee for the controlling
party holding less than 50% shares of the
shareholder and other related party must
company, any entity without legal
review and approval by the general meeting
personality or personal.
of shareholders.
The shareholders of the Company's The shareholders of the Company's ordinary
ordinary shares shall be entitled to the shares shall be entitled to the following
following rights: rights:
Article 4.2
1. to receive dividends, bonus payments 1. to receive dividends and benefits in other
Shareholders' rights
and benefits in other forms on their shares; forms on their shares;
2. to attend the general meetings of the 2. to request, convene, preside or attend the
Company in person or by proxy and have general meetings of the Company in person
the rights to vote, to elect and to be or by proxy and exercise the rights to vote;
elected; 3. to conduct supervision, give suggestions
3. to transfer the shares held by them by and make queries in respect of the operation
way of transfer, gift or mortgage in and financial management of the Company;
accordance with the Articles of 4. to transfer the shares held by them by
Association; way of transfer, gift or mortgage in
4. to inspect the Company's Articles of accordance with the relevant laws and
Association and the minutes of general regulations and the Articles of Association;
meetings, to obtain financial statements 5. to inspect the Company's Articles of
released to the shareholders, and to Association, the list of shareholders, the
conduct supervision, give suggestions and minutes of general meetings, the minutes of
make queries in respect of the operation the Board of Directors, the minutes of the
and financial management of the Board of supervisors, and financial
Company; accounting report;
5. to be entitled to the net assets of the 6. to be entitled to the net assets of the
company in proportion to their company in proportion to their
shareholdings in the event that the shareholdings in the event that the Company
Company becomes insolvent and is wound becomes insolvent and is wound up;
up; 7. to require the Company to acquire their
6. to commence legal proceedings in a shares for those shareholders who object to
court with jurisdiction in respect of any resolution on the merger and separation of
resolutions passed at general meetings or the Company made by the shareholders’
board meetings which contravene the general meeting;
existing laws or regulations of the PRC or 8. to enjoy other rights as stipulated by the
infringe the legal rights and interests of the relevant laws and regulations and the
shareholders, and to make application for Articles of Association.
stopping such illegal acts or infringement;
7. to enjoy other rights as stipulated by the
relevant laws and regulations and the
Articles of Association.
A general meeting shall be either an
annual general meeting or an
A general meeting shall be either an annual
extraordinary general meeting. The
Article 5.2 Annual general meeting or an extraordinary general
general meeting shall be held at a
General Meeting and meeting. The general meeting shall be held
designated place in a manner of on-site
Extraordinary General at a designated place in a manner of on-site
meeting. The Company will provide
Meeting meeting. The Company will also provide
shareholders with the network facilities
shareholders with the network facilities.
once required by related rules or
regulations.
Notice of the shareholders’ general meeting
shall clearly specify the voting time and
Article 5.6 Convening of
voting procedure of the network way. The
the General Meeting
starting time of the network voting of
shareholders' general meeting should not
earlier than 3:00 pm during the day before
the shareholders' general meeting held, and
not later than 9:30 am during the day the
shareholders' general meeting held. The end
time of the network voting should not
earlier than 3:00 pm during the day the
shareholders' general meeting finished.
While the shareholders’ general meeting
considers significant matters affecting the
interests of small and medium investors,
Article 5.12 Method of
small and medium investors should separate
Voting
vote counting. The result of separate vote
counting should be disclosed publicly
timely.
5. Other matters that should be adopted 5. Annual report of the Company；
outside of the special resolution as 6. Other matters that should be adopted
Article 5.14 Voting on
stipulated by the relevant laws and outside of the special resolution as
Ordinary Resolutions
regulations and the Articles of stipulated by the relevant laws and
Association. regulations and the Articles of Association.
The Board of Directors shall examine
whether the proposed resolutions satisfy
the above conditions. Any proposed
resolutions which have satisfied the above
conditions and have been delivered to the
Board of Directors ten days prior to the
announcement of the notice of the general Shareholders holding 3 per cent or more of
meeting shall be included in the agenda of the total issued shares with voting rights,
the general meeting and set out in the whether individually or jointly, are entitled
notice of the general meeting. Any to propose resolutions to the convenor in
proposed resolutions which have satisfied written form ten days before the
Article 5.18 Conditions
the above and conditions but have been shareholders’ general meeting is held. The
of Resolutions
delivered to the Board of directors five convenor needs to issue a supplementary
days before the annual general meeting is notice on shareholders’ general meeting and
held instead of ten days prior to the announce the contents of the provisional
announcement of the notice of general proposal within 2 days after receipt of the
meeting shall be included in the agenda of proposal.
the annual general meeting. Any proposed
resolutions which have satisfied the above
conditions but have not been delivered to
the Board of Directors within the stated
time limit shall be considered in the next
general meeting.
Article 6.4 Candidates Candidates for directors shall be Candidates for directors shall be nominated
for Directors nominated individually or jointly by the individually or jointly by the shareholders.
shareholders. In the election of the Board In the election of the Board of Directors for
of Directors for a new term, persons a new term, persons nominated by the
nominated by the existing directors may existing Board of Directors may also be the
also be the candidates for directors. candidates for directors.
The Extraordinary Meeting of the Board The Extraordinary Meeting of the Board of
of Directors may be held by facsimile on Directors may be held by communication
Article 6.7
the basis of the full expression of the vote on the basis of the full expression of
Extraordinary Meetings
directors, with resolution signed by the directors, with resolution signed by
directors attending the meeting. directors attending the meeting.
1. The Articles of Association approved
by the general meeting of shareholders. The Articles of Association take effect after
2. The company has made the articles of approved by the general meeting of
Article 16.7 Take effect
association of dalian administration for shareholders.
industry and commerce to handle the
registration of change.
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