Stock Code: 000530; 200530 Short Form of the Stock: Daleng Gufen; Daleng B; No: 2016-024
Dalian Refrigeration Co., Ltd.
Public Notice on Resolution of the 3rd Meeting
of the 7th Board of Directors
Important:
The directors and the Board of Directors of Dalian Refrigeration Co., Ltd. hereby confirm that
there are no any important omissions, fictitious statements or serious misleading carried in this
report.
I. Calling of the Board Meeting
1. The Notice on holding of the Board Meeting was served by written form on 18 March 2016.
2. The Board Meeting held at the scene dated 29 March 2016.
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. 2015 Work Report of the General Manager of the Company；
With 9 votes for, 0 vote against and 0 vote as abstention.
2. 2015 Work Report of the Board of Directors of the Company;
With 9 votes for, 0 vote against and 0 vote as abstention.
3. 2015 Financial Settlement Report and 2016 Financial Budget Report of the Company;
With 9 votes for, 0 vote against and 0 vote as abstention.
4. 2015 Profit Distribution Preplan of the Company;
According to the audit by Da Hua CPAs (Special General Partnership), the net profit made by the
parent company of the company in 2015 was RMB 126.025 million and 10% of the net profit
(RMB 12.603 million) was drawn as the legal surplus reserve. Therefore, the profit distributable to
the shareholders in the current year was RMB 113.422 million. Plus the initial undistributed profit
of RMB 391.729 million and minus the dividend of RMB 54.025 million of common shares paid
in 2014 and the drawn free surplus reserve of RMB 22.379 million (20%), the accumulated profit
distributable to the shareholders was RMB 428.747 million.
The company’s profit distribution preplan for 2015:
Based on the net profit made by the parent company of the company in 2015 (126.025 million),
20% of the net profit (RMB 25.205 million) will be drawn as the free surplus reserve;
Based on the total capital stock of 360,164,975 shares, the dividend of RMB 1.00 in cash
(including tax) will be distributed for every 10 shares, the total cash dividend is RMB 36.016
million, and the cash dividend for B share is converted and paid in Hong Kong dollars; Based on
the total capital stock of 360,164,975 shares, the Company will transfer the capital reserve to
increase capital stock, 5 shares for every 10 shares.
The above preplan shall be submitted to the 2015 shareholders’ general meeting for review and
approval.
With 9 votes for, 0 vote against and 0 vote as abstention.
5. Annual Report for the year 2015;
With 9 votes for, 0 vote against and 0 vote as abstention.
6. Report of evaluation on internal control of the Company for the year 2015;
（For details, see http://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
7. Report of social responsibility of the Company for the year 2015;
（For details, see http://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
8. The independent directors’ report on their work for the year 2015;
（For details, see http://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
9. Report on Withdrawing Provisions for Devaluation of Assets in 2015；
With 9 votes for, 0 vote against and 0 vote as abstention.
10. Report on authorizing the Company’s Chairman of the Board and management to apply for the
bank line of credit and bank line of loan in 2016;
In order to meet the need of the Company’s normal production and operation, the General
Manager and Financial Majordomo of the Company are authorized to apply for the comprehensive
bank line of credit not more than 700 million yuan, and Chairman of the Board of Directors of the
Company is authorized to apply for the bank line of loan not more than 500 million yuan in 2016.
With 9 votes for, 0 vote against and 0 vote as abstention.
11. Report on Routine Associated Transactions for the year 2015 and Estimated Associated
Transactions for the year 2016;
It is predicted that the total amount of routine associate transactions of the company in the whole
year of 2016 will be around RMB 770 million yuan, consisting of around RMB 380 million yuan
for purchasing auxiliary products for package projects from associate parties and around RMB
390 million yuan for selling auxiliary spare parts to associate parties.
The Company’s independent directors reviewed this proposal on March 18, 2016 and agreed on
submitting it to the Board of Directors for discussions.
Directors of the Company, Mr. Ji Zhijian, and Mrs. Xu Junrao are the correlative shareholders,
They were avoided from voting this proposal.
With 7 votes for, 0 vote against and 0 vote as abstention.
12. Report on Engaging Auditors for the Company in 2016;
The Company planned to reengage Da Hua CPAs (Special General Partnership) as its auditors for
2016 to integrate and audit the financial statements and internal control of the company. Based on
the actual situation of the auditing task, the Company planned to pay Da Hua CPAs (Special
General Partnership) RMB 770,000 as the annual financial statements auditing fee (RMB 770,000
for year 2015), and RMB 300,000 as the annual internal control auditing fee. And the
corresponding expenditures arising from the auditing shall be born by itself.
The Company’s independent directors reviewed this proposal on March 18, 2016 and agreed on
submitting it to the Board of Directors for discussions.
With 9 votes for, 0 vote against and 0 vote as abstention.
13. Report on modifying rules of procedure of the shareholders' general meeting (attachment 1)
With 9 votes for, 0 vote against and 0 vote as abstention.
14. Report on modifying and perfecting the management system.
With 9 votes for, 0 vote against and 0 vote as abstention.
15. Report on extending the valid period of the resolution of the shareholders' general meeting for
the Company’s private issuing of A- shares and the valid period of authorization.
To extend the valid period of the resolution of the shareholders' general meeting for the
Company’s private issuing of A- shares to three months on the basis of the original validity, the
valid period of the Shareholders’ General Meeting to authorize the Board with full responsibility
and power on the practical issues related to the private issuing of A- shares extended for three
month at the same time.
With 9 votes for, 0 vote against and 0 vote as abstention.
16. Report on Related Transaction of Equity Transfer of Dalian Sanyo Meica Electronics Co.,
Ltd.;
The Company plans to purchase 70 percent equity of Dalian Sanyo Meica Electronics Co., Ltd.
(“Sanyo Meica”) with price of RMB 21.7 million.
After the above equity transfer finished, the Company will hold 100 percent equity of Sanyo
Meica, this will bring it into the Company’s consolidated statement scope.
The above said transaction constitutes related transaction. The independent directors of the
Company show prior approval for the proposal dated 18 March 2016 and agree to submit for
deliberation in 3rd Meeting of 7th Session of the Board. Directors of the Company, Mr. Kudou sinn,
and Mr. Kijima Tadatoshi are the correlative Directors. They were avoided from voting this
proposal.
With 7 votes for, 0 vote against and 0 vote as abstention.
17. Issues relevant to 2015 Shareholders’ General Meeting.
With 9 votes for, 0 vote against and 0 vote as abstention.
Among the above resolutions, resolution 2, 3, 4, 5, 10, 11, 12, 13, 15 shall be submitted to 2015
shareholders’ general meeting for review and approval.
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.
March 30, 2016
Attachment 1: modifying rules of procedure of the shareholders' general meeting
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 rules of procedure of the shareholders' general meeting will be
amended correspondingly.
Specific amendments are as follows:
Before amendment After amendment
A general meeting shall be either an annual
general meeting or an extraordinary general
meeting. The general meeting shall be held at a
designated place in a manner of on-site meeting.
The Company will also provide shareholders
with the network facilities. Any shareholder,
A general meeting shall be either an annual
who attends the general meeting in one of the
general meeting or an extraordinary general
above manners, shall be regarded as his/her
meeting. The general meeting shall be held at a
presence. The general meeting on site shall not
designated place in a manner of on-site meeting.
end up until the meeting in the network manner
The Company will provide shareholders with the
ends up. Notice of the shareholders’ general
network facilities once required by related rules or
meeting shall clearly specify the voting time and
regulations. Any shareholder, who attends the
voting procedure of the network way. The
general meeting in one of the above manners,
starting time of the network voting of
Article 4 shall be regarded as his/her presence. The general
shareholders' general meeting should not earlier
meeting on site shall not end up until the meeting
than 3:00 pm during the day before the
in the network manner ends up. The general
shareholders' general meeting held, and not later
meeting shall be held at the location of the
than 9:30 am during the day the shareholders'
Company. The annual general meeting shall be
general meeting held. The end time of the
convened at least once every year and held within
network voting should not earlier than 3:00 pm
6 months after the end of every financial year. The
during the day the shareholders' general meeting
interval between two annual general meetings
finished. The general meeting shall be held at
shall not exceed 15 months.
the location of the Company. The annual
general meeting shall be convened at least once
every year and held within 6 months after the
end of every financial year. The interval
between two annual general meetings shall not
exceed 15 months.
The following matters shall be adopted as The following matters shall be adopted as
ordinary resolutions at the general meeting: ordinary resolutions at the general meeting:
(1) the work reports of the Board of Directors (1) the work reports of the Board of Directors
Article
and the Supervisory Board; and the Supervisory Board;
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(2) the profit distribution proposal and the loss (2) the profit distribution proposal and the loss
setoff proposal prepared by the Board of setoff proposal prepared by the Board of
Directors; Directors;
(3) appointment and dismissal of the members of (3) appointment and dismissal of the members
the Board of Directors and the Supervisory Board of the Board of Directors and the Supervisory
and their remuneration and payment; Board and their remuneration and payment;
(4) the Company's annual budget and final (4) the Company's annual budget and final
accounts; and accounts;
(5) other matters that should be resolved by a (5) annual report of the Company；and
resolution other than special resolutions (6) other matters that should be resolved by a
according to the laws and administrative resolution other than special resolutions
regulations or the Articles of Association. according to the laws and administrative
regulations or the Articles of Association.
The announcement of the resolutions of general
meeting shall indicate the number of
shareholders and proxies attending the general
The announcement of the resolutions of general meeting, the total number of shares held or
meeting shall indicate the number of shareholders represented by them and its proportion to the
and proxies attending the general meeting, the Company's total number of shares with voting
total number of shares held or represented by rights, the voting method, and the voting result
them and its proportion to the Company's total for each resolution and the lawyer's advice on it.
number of shares with voting rights, the voting Each resolution proposed by the shareholder
method, and the voting result for each resolution which is adopted at the general meeting shall
and the lawyer's advice on it. Each resolution indicate the name of the proposing shareholder
proposed by the shareholder which is adopted at (individual or unit), his/its shareholdings and
Article
the general meeting shall indicate the name of the the description of the proposed resolutions.
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proposing shareholder (individual or unit), his/its The announcement of the resolutions adopted at
shareholdings and the description of the proposed the general meeting shall give the statistics
resolutions. respectively of attendance and voting' of the
The announcement of the resolutions adopted at shareholders holding the internal shares and the
the general meeting shall give the statistics shareholders holding the foreign investment
respectively of attendance and voting' of the shares.
shareholders holding the internal shares and the While the shareholders’ general meeting
shareholders holding the foreign investment considers significant matters affecting the
shares. interests of small and medium investors, small
and medium investors should separate vote
counting. The result of separate vote counting
should be disclosed publicly timely.
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