大 冷B:2016年第二次临时股东大会决议公告(英文版)

来源:深交所 2016-03-30 03:39:27
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Stock Code: 000530; 200530 Notice No: 2016-022

Short Form of the Stock: Daleng Gufen; Daleng B

Dalian Refrigeration Co., Ltd.

Public Notice on Resolution of

2nd 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: 3:30 pm, March 29, 2016

Internet polling: From March 28, 2016 to March 29, 2016

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

pm dated March 29 2016;

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

from 3:00 pm March 28, 2016 to 3:00 pm March 29 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 2nd Extraordinary Shareholders’ General Meeting of 2016 was

published in China Securities and Hong Kong Commercial Daily dated March 11, 2016.The

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

dated March 23, 2016.

(II) Particulars about participants of the meeting

1. Particulars about general information of attending the meeting

16shareholders and shareholders’ representatives attended the meeting,

representing121,988,671shares, taking 33.87% of the Company’s total share capital 360,164,975

shares.

Among them:

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

121,978,771 shares, taking33.87% of the Company’s total share capital 360,164,975 shares.

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

9,900shares, taking0.0027% of the Company’s total share capital 360,164,975 shares.

2. Particulars about shareholders of A shares attending the meeting

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

83,231,923 shares, taking33.95% of the Company’s 245,164,975 total A shares.

Among them:

9shareholders of A shares and their representatives attended the on-site meeting, representing

83,225,223 shares, taking33.95% of the Company’s 245,164,975 total A shares.

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

6,700shares, taking 0.0027% of the Company’s 245,164,975total A shares.

3. Particulars about shareholders of B shares attending the meeting

4 shareholders of B shares and their representatives attended the meeting, representing 38,756,74

shares, taking 33.70% 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

38,753,548shares, taking 33.70% of the Company’s 115,000,000 total B shares.

1shareholders of B shares and their representatives attended the network meeting, representing

3,200 shares, taking 0.0028% 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 term wise, the following proposals were passed:

1. Report on Amending Articles of Association of the Company

Number of shares For For Against Abstention

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

present shareholders 121,988,671 121,988,671 100% 0 0

Including: A shares 83,231,923 83,231,923 100% 0 0

B shares 38,756,748 38,756,748 100% 0 0

Present shareholders below 5% 6,631,488 6,631,488 100% 0 0

Including: A shares 2,876,240 2,876,240 100% 0 0

B shares 3,755,248 3,755,248 100% 0 0

2. Report on to provide guarantee for the special item fund of the China Development Bank (CDB)

development fund.

The shareholders Mr.Ji Zhijian,Mrs. Xu Junrao, Dalian Bingshan Group Co., Ltd., 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 40,027,188 40,027,188 100% 0 0

shareholders

Including: A shares 1,270,440 1,270,440 100% 0 0

B shares 38,756,748 38,756,748 100% 0 0

Present non-correlative 5,525,688 5,525,688 100% 0 0

shareholders below 5%

Including: A shares 1,770,440 1,770,440 100% 0 0

B shares 3,755,248 3,755,248 100% 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

March 11, 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.

March 30, 2016

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