Stock Code: 000530, 200530 No: 2016-048
Short Form of the Stock: Daleng Gufen, Daleng B
Dalian Refrigeration Co., Ltd.
Public Notice on Resolutions of 6th Session 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.
I. BOD Meeting
1. The Meeting has notified in written on 27th June 2016.
2. The Meeting was held through communication voting on 5th July 2016.
3. Nine directors should be present for voting, actually nine directors voting.
4. The Meeting hold in comply with relevant laws, administrative rules, department
regulations, normative documents and Article of Association of the Company.
II. Deliberation of the Meeting
1. Report on transferring equity of Dalian Bingshan Ryosetsu Quick Freezing
Equipment Co., Ltd.;
Dalian Bingshan Ryosetsu Quick Freezing Equipment Co., Ltd. (“Bingshan Ryosetsu”)
was established by the Company and Japan Ryosetsu Industry Co., Ltd.（“Japan
Ryosetsu”）together. The Company held 95% equity of Bingshan Ryosetsu while
Japan Ryosetsu held 5%.
For purpose of resource integration and create a manufacture base of quick-freeze
equipment, the Company plans to transfer 5% equity of Bingshan Ryosetsu with
consideration of RMB 1,859,709.19, which is held by Japan Ryosetsu. After transfer,
Bingshan Ryosetsu comes to the wholly-owned subsidiary of the Company.
Favor: 9 Against: 0 Abstention: 0
2. Report on increasing capital to Bingshan Ryosetsu after equity transfer complete;
After the above mentioned equity transfer, the Company plans to increase capital to
Bingshan Ryosetsu in cash with RMB 30 million. Registered capital of Bingshan
Ryosetsu comes to RMB 57,578,709.43 after capital increased from RMB
27,578,709.43.
The increasing capital are applied to the process equipment innovation, newly-built
workshop and supplement funds for Bingshan Ryosetsu, and offer strong support of
the business enlarge and market competitiveness improvement.
Favor: 9 Against: 0 Abstention: 0
3. Report on Securities Affairs Representative Appointment;
The Company appointed Ms. Du Yu acts as the securities affairs representative to give
assistance to secretary of the Board. Ms. Du Yu in office from the Board Meeting
approved to end of the 7th Board. Secretary of the Board Mr. Song Wenbao did not
serve as securities affairs representative any more.
More details found in “Notice of Securities Affairs Representative Appointment”
released with the Notice at the same time.
Favor: 9 Against: 0 Abstention: 0
4. Report on up-front cost replace by raise funds;
The Company plans to replace the self-financing, which invest in advance for
raise-fund-project, with RMB 87.5971 million raised funds.
More details found in “Notice of up-front cost replace by raise funds” released with
the Notice at the same time.
Favor: 9 Against: 0 Abstention: 0
5. Report on changing the saving method for temporary idle raised fund.
In order to improve service efficiency of the raised fund, increasing saving earnings
properly, and take process arrangement of the raised fund into consideration, under
circumstances of without violating commitment and utilization of the raised fund, the
Company plans to change the saving method for RMB 80 million idle raised fund,
that is, saving the funds as certificates of deposit for 6 months.
Favor: 9 Against: 0 Abstention: 0
III. Documents available for reference
1. Resolution of the Board seal with Board stamp and signature of the participant
directors
Board of Directors of
Dalian Refrigeration Co., Ltd.
6 July 2016
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