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公司公告

大 冷B:2017年度股东大会决议公告(英文版)2018-05-19  

						Stock Code: 000530; 200530                                             Notice No: 2018-027
Short Form of the Stock: DalengGufen; Daleng B


                             Dalian Refrigeration Co., Ltd.

 Public Notice on Resolution of 2017 Shareholders’ General Meeting



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, May 18, 2018
Internet polling: From May 17, 2018 to May 18, 2018
(1) Voting through the trading system of Shenzhen Stock Exchange: 9:30-11:30 am and 1:00-3:00
pm dated May 18, 2018;
(2)Voting through the Internet voting system of Shenzhen Stock Exchange can be made anytime
from 3:00 pm May 17, 2018 to 3:00 pm May 18 2018;
2. Place of the meeting: The conference room on 3/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 2017 Shareholders’ General Meeting was published in China
Securities and Hong Kong Commercial Daily dated April 21, 2018.
 (II) Particulars about participants of the meeting
1. Particulars about general information of attending the meeting
16 shareholders and shareholders’ representatives attended the meeting, representing
263,445,597shares, taking 30.78% of the Company’s total share capital 855,908,981 shares.
Among them:
11 shareholders and shareholders’ representatives attended the on-site meeting, representing
261,391,597 shares, taking 30.54% of the Company’s total share capital 855,908,981 shares.
5 shareholders and shareholders’ representatives attended the network meeting, representing
2,054,000 shares, taking 0.24 % of the Company’s total share capital 855,908,981 shares.
2. Particulars about shareholders of A shares attending the meeting
                  13 shareholders of A shares and their representatives attended the meeting, representing
                  178,578,613shares, taking 29.06% of the Company’s 614,408,981 total A shares.
                  Among them:
                  8 shareholders of A shares and their representatives attended the on-site meeting, representing
                  176,524,613shares, taking 28.73% of the Company’s 614,408,981 total A shares.
                  5 shareholders of A shares and their representatives attended the network meeting, representing
                  2,054,000 shares, taking 0.33% of the Company’s 614,408,981total A shares.
                  3. Particulars about shareholders of B shares attending the meeting
                  3 shareholders of B shares and their representatives attended the meeting, representing 84,866,984
                  shares, taking35.14% of the Company’s 241,500,000 total B shares.
                  Among them:
                  3 shareholders of B shares and their representatives attended the on-site meeting, representing
                  84,866,984 shares, taking 35.14% of the Company’s 241,500,000 total B shares.
                  0 shareholders of B shares and their representatives attended the network meeting, representing 0
                  shares, taking 0 % of the Company’s 241,500,000total 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:
                  1.2017 Work Report of the Board of Directors of the Company
                                        Number of shares               For                   For
                                                                                                            Against(share)       Abstention(share)
                                        represented (share)           (share)             proportion

Present shareholders                                263,445,597          263,391,597               99.98%               53,700                       300

Including: A shares                                 178,578,613          178,524,613               99.97%               53,700                       300

            B shares                                 84,866,984              84,866,984         100.00%                      0                         0

Minority shareholders                                14,682,454              14,628,454            99.63%               53,700                       300

Including: A shares                                    3,318,620              3,264,620            98.37%               53,700                       300

            B shares                                 11,363,834              11,363,834         100.00%                      0                         0

                  2.2017 Work Report of the Supervisory Committee of the Company
                                        Number of shares               For                   For
                                                                                                            Against(share)       Abstention(share)
                                        represented (share)           (share)             proportion

Present shareholders                                263,445,597          263,391,597               99.98%               53,700                       300

Including: A shares                                 178,578,613          178,524,613               99.97%               53,700                       300

            B shares                                 84,866,984              84,866,984         100.00%                      0                         0

Minority shareholders                                14,682,454              14,628,454            99.63%               53,700                       300

Including: A shares                                    3,318,620              3,264,620            98.37%               53,700                       300
            B shares                               11,363,834             11,363,834         100.00%                      0                         0

                  3. 2017 Financial Settlement Report of the Company
                                       Number of shares             For                   For
                                                                                                         Against(share)       Abstention(share)
                                      represented (share)        (share)               proportion

Present shareholders                              263,445,597        263,391,597                99.98%               53,700                       300

Including: A shares                               178,578,613        178,524,613                99.97%               53,700                       300

            B shares                               84,866,984             84,866,984         100.00%                      0                         0

Minority shareholders                              14,682,454             14,628,454            99.63%               53,700                       300

Including: A shares                                  3,318,620             3,264,620            98.37%               53,700                       300

            B shares                               11,363,834             11,363,834         100.00%                      0                         0

                  4. 2017 Profit Distribution Plan of the Company
                                       Number of shares             For                   For
                                                                                                         Against(share)       Abstention(share)
                                      represented (share)        (share)               proportion

Present shareholders                              263,445,597        261,391,597                99.22%            2,053,700                       300

Including: A shares                               178,578,613        176,524,613                98.85%            2,053,700                       300

            B shares                               84,866,984             84,866,984         100.00%                      0                         0

Minority shareholders                              14,682,454             12,628,454            86.01%            2,053,700                       300

Including: A shares                                  3,318,620             1,264,620            38.11%            2,053,700                       300

            B shares                               11,363,834             11,363,834         100.00%                      0                         0

                  5. 2017 Annual Report of the Company
                                       Number of shares             For                   For
                                                                                                         Against(share)       Abstention(share)
                                      represented (share)        (share)               proportion

Present shareholders                              263,445,597        261,781,597                99.37%            1,663,700                       300

Including: A shares                               178,578,613        176,914,613                99.07%            1,663,700                       300

            B shares                               84,866,984             84,866,984         100.00%                      0                         0

Minority shareholders                              14,682,454             13,018,454            88.67%            1,663,700                       300

Including: A shares                                  3,318,620             1,654,620            49.86%            1,663,700                       300

            B shares                               11,363,834             11,363,834         100.00%                      0                         0
                    6. Report on Authorizing the Chairman of the Board and the Company’s Management to Apply for
                    the Bank Line of Credit and Bank Line of Loan for the year 2018
                                         Number of shares            For                   For
                                                                                                          Against(share)       Abstention(share)
                                         represented (share)        (share)             proportion

Present shareholders                                 263,445,597       263,095,366               99.87%              319,431                  30,800

Including: A shares                                  178,578,613       178,524,613               99.97%               23,200                  30,800

              B shares                                84,866,984           84,570,753            99.65%              296,231                         0

Minority shareholders                                 14,682,454           14,332,223            97.61%              319,431                  30,800

Including: A shares                                     3,318,620           3,264,620            98.37%               23,200                  30,800

              B shares                                11,363,834           11,067,603            97.39%              296,231                         0

                    7. Report on Estimating Routine Associated Transactions for the year 2018
                    The shareholders Mr. Ji Zhijian,Mrs. Xu Junrao,Dalian Bingshan Group Co., Ltd., and Sanyo
                    Electric Co., Ltd. are the correlative shareholders. They were avoided from voting this proposal.
                                        Number of shares             For                   For
                                                                                                          Against(share)       Abstention(share)
                                        represented (share)         (share)             proportion

    Present          non-correlative
                                                      16,501,334           16,447,334            99.67%               53,700                       300
    shareholders


    Including: A shares                                 5,137,500           5,083,500            98.95%               53,700                       300

                  B shares                            11,363,834           11,363,834         100.00%                      0                         0

    Non-correlative          minority
                                                      14,682,454           14,628,454            99.63%               53,700                       300
    shareholders

    Including: A shares                                 3,318,620           3,264,620            98.37%               53,700                       300

                  B shares                            11,363,834           11,363,834         100.00%                      0                         0

                    8. Report on Engaging Auditors for the Company in 2018
                                         Number of shares            For                   For
                                                                                                          Against(share)       Abstention(share)
                                         represented (share)        (share)             proportion

    Present shareholders                             263,445,597       263,391,597               99.98%               53,700                       300

    Including: A shares                              178,578,613       178,524,613               99.97%               53,700                       300

                  B shares                            84,866,984           84,866,984         100.00%                      0                         0

    Minority shareholders                             14,682,454           14,628,454            99.63%               53,700                       300

    Including: A shares                                 3,318,620           3,264,620            98.37%               53,700                       300

                  B shares                            11,363,834           11,363,834         100.00%                      0                         0
              9. Report on modifying the Articles of Association of the Company
                                   Number of shares             For                   For
                                                                                                     Against(share)       Abstention(share)
                                   represented (share)         (share)             proportion

Present shareholders                           263,445,597        263,391,597               99.98%               53,700                       300

Including: A shares                            178,578,613        178,524,613               99.97%               53,700                       300

            B shares                            84,866,984            84,866,984         100.00%                      0                         0

Minority shareholders                           14,682,454            14,628,454            99.63%               53,700                       300

Including: A shares                               3,318,620            3,264,620            98.37%               53,700                       300

            B shares                            11,363,834            11,363,834         100.00%                      0                         0

              10. Elected Mr. Fan Yuekun to be the Director of 7th Session of the Board
                                   Number of shares             For                   For
                                                                                                     Against(share)       Abstention(share)
                                   represented (share)         (share)             proportion

Present shareholders                           263,445,597        263,391,597               99.98%               54,000                         0

Including: A shares                            178,578,613        178,524,613               99.97%               54,000                         0

            B shares                            84,866,984            84,866,984         100.00%                      0                         0

Minority shareholders                           14,682,454            14,628,454            99.63%               54,000                         0

Including: A shares                               3,318,620            3,264,620            98.37%               54,000                         0

            B shares                            11,363,834            11,363,834         100.00%                      0                         0

              11. Report on 
                                   Number of shares             For                   For
                                                                                                     Against(share)       Abstention(share)
                                   represented (share)         (share)             proportion

Present shareholders                           263,445,597        263,391,897               99.98%               53,700                         0

Including: A shares                            178,578,613        178,524,913               99.97%               53,700                         0

            B shares                            84,866,984            84,866,984         100.00%                      0                         0

Minority shareholders                           14,682,454            14,628,754            99.63%               53,700                         0

Including: A shares                               3,318,620            3,264,920            98.38%               53,700                         0

            B shares                            11,363,834            11,363,834         100.00%                      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
              April 21, 2018.


              III. Legal Position Paper Issued by the Lawyer
              1. Name of lawyer firm: Liaoning Huaxia Lawyers’ Firm
              2. Name of lawyer: Mr. Cui Xiaochen ,Mr. Yang Chuanjun
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 bythe 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.
                                                                 May 19, 2018