Stock Code: 000530; 200530 No.: 2016-052
Short Form of the Stock: Daleng Gufen; Daleng B
Dalian Refrigeration Co., Ltd.
Public Notice on Releasing of Conditional Shares
of Share Merger Reform
The Company and all directors of the Board of Dalian Refrigeration Co., Ltd.
(hereinafter referred to as the Company) hereby confirm that there are not any
important omissions, fictitious statements or serious misleading carried in this report,
and shall take all responsibilities, individual and/or joint, for the reality, accuracy and
completeness of the whole contents.
Important Notes:
● The conditional shares available for trading actually this time amounting to
19,213,921 shares, a 5.33% in total shares of the Company.
● The date available for trading will be on July 22, 2016.
I. Summary of the Split-Share Reform
1. Summary of Consideration Plan
The shareholders of circulating A-shares of the Company, registered on the date of
equity registration, should gained 3.0 shares from Dalian Bingshan Group for every
10 shares held. Other non-circulating shareholders of the Company, excluding Dalian
Bingshan Group, consider being the shareholders of offering corporate shares without
any consideration to shareholders of the Company with circulating A-shares.
Meanwhile, shares no consideration from Dalian Bingshan Group.
2. Date and sessions of Shareholders General Meeting for Approving the Split-share
Reform
On December 29, 2005, the Split-Share Reform has been approved by voting via
relevant shareholders meeting of the Company.
3. Date of Implementation
January 9, 2006.
II. Commitments and its implementation made by holders of the conditional
shares available for trading
Name of the
No. conditional Commitment and additional commitments Implementation
shareholders
The state-owned shares of Daleng held should not be listed or transfer
within 12 months after gaining the listing right in A-share market; after
the term of previous commitment, should not be listed within 48
Dalian Bingshan
months; propose the dividend distribution plan that from 2005 to 2007,
Group completely
Dalian Bingshan the dividend should not less than 50% of the annual distributable profit,
1 performed the
Group and make sure that the proposal must be approved by voting in
commitment in share
shareholders’ general meeting; After the split-share reform, authorized
reform.
the Board of Daleng to carry out and implemented the management
equity incentive and restriction system before June 30, 2016 in
compliance with relevant national regulations.
III. Arrangement on the Listing of Conditional Shares
1. The date available for trading of conditional shares will be on July 22, 2016.
2. The conditional shares available for trading this time amounting to 28,820,881
shares, a 4.81% in total shares of the Company.
3. Details of the conditional shares available for trading:
Conditional Amount of Listing shares in Amount of
Name of shareholder with Note
No. shares shares available total shares of the freeze
conditional shares
held( share) for listing(share) Company (%) stock(share)
1 Dalian Bingshan Group 28,820,881 28,820,881 4.81% 0
Total 28,820,881 28,820,881 4.81% 0
IV. Particular about variation of shareholders’ structure and shares held by
shareholders
Variation of shareholders’ structure before and after the releasing:
Type of shares Before listing Variation After listing
Amount Proportion data Amount Proportion
I. conditional shares
3.Including: Domestic general legal
73,158,598 12.22% -28,820,881 44,337,717 7.40%
person’s shares
4.Domestic natural person’s share 25,550,224 4.27% 25,550,224 4.27%
Total of conditional shares 98,708,822 16.48% -28,820,881 69,887,941 11.67%
II. Un-conditional shares
1.RMB common shares 327,683,736 54.72% +28,820,881 356,504,617 59.53%
2. Domestically listed foreign shares 172,500,000 28.80% 172,500,000 28.80%
Total of un-conditional shares 500,183,736 83.52% +28,820,881 529,004,617 88.33%
III. Total shares 598,892,558 100% 598,892,558 100%
V. Particular about variation of shares held and all previous releasing
1. Particular about shares held by released shareholders since the implementation of
share reform.
Name of Shares held at share Released shares before Un-released shares
Record
shareholder reform date releasing before releasing
of the
No. with Amount Proportion Proportion Amount Proportion
Amount shares
conditional (Share) in total in total (Share) in total
(Share) variation
shares shares (%) shares (%) shares (%)
Dalian
1 Bingshan 76,855,683 21.96% 57,641,762 16.47% 28,820,881 4.81% Note 1
Group
Total 76,855,683 21.96% 57,641,762 16.47% 28,820,881 4.81%
Note 1: Dalian Bingshan group CO., LTD. (hereinafter referred to as the
"Bingshan group") on non-circulate day holding company limited 76,855,683 shares
with conditional shares, accounting for 21.96% of the 350,014,975 shares at that time
the company's total equity; On January 18, 2011 to lift limit to sell 57,641,762 shares,
accounting for the company 16.47% of the total of 350,014,975 shares, at that time,
Bingshan group holding company limited 19,213,921 shares with conditional shares,
accounting for 5.49% of the 350,014,975 shares at that time the company's total
equity; The Company were completed on March 25, 2015 granted restricted stock in
2016 and on May 3, 2015 completed annual profit distribution plan (5 shares for
every 10 shares turn add capital accumulation fund), on June 20, 2016 completion of
non-public class A shares, the company's total equity increased to 598,892,558
strands; Bingshan group holding company limited sale conditions the number of
shares with conditional shares is adjusting the annual profit distribution plan for 2015
to 28,820,881 shares, accounting for 4.81% of the company's current total of
598,892,558 shares.
2. Particular about releasing since share reform.
Published date of
Amount of
“Announcement of the Total released Proportion in total
No. shareholders
Listing of Conditional shares (Share) shares (%)
involved
Shares”
1 January 6, 2007 27 30,278,000 8.65%
2 January 18, 2011 1 57,641,762 16.47%
VI. Verification opinion and conclusive opinion from sponsor
Concerning the releasing of conditional shares of the Company, Guotai Junan
Securities Co., Ltd. released a conclusive opinion by examining prudentially:
“Guotai Junan takes the opinions that the relevant shareholders of the Daleng
completely implemented the commitments made in share reform. The conditional
shares’ listing application from the Board meets the requirements of “Guiding
opinions on Split-share Reform of Listed Companies”, “Measures on Split-share
Reform of Listed Companies” and “Implementation guiding on Split-share Reform of
Listed Companies”.”
VII. Holding intention and reducing plan on releasing shares of controlling
shareholder
If controlling shareholder of the Company plans to sale over 5% shares within 6
months of being released via auction system of the Shenzhen Stock Exchange.
Yes √ No
Controlling shareholder of the Company promised that: if the controlling shareholder
plans to sale the released circulated shares of the Company via auction system of the
Shenzhen Stock Exchange, and with over 5% shares reduced within 6 months after
being reducing at first time, the controlling shareholder should disclose the Sales
Announcement via listed company within two trading days before reducing the shares
at first time.
VIII. Other events
1. If the shareholders of conditional shares exits the particular about non-operational
fund occupation of the Company.
Yes √ No
2. If the shareholders of conditional shares exits the particular about violation
guarantee towards the shareholders.
Yes √ No
3. If the shareholders of conditional shares exits the violation behavior of shares
trading.
Yes √ No
4. Shareholders with over 1% released shares have been acknowledging authorized
and strictly in compliance with the “Securities Law”, “Measures on the Takeover of
Listed Companies”, “Guiding Opinions on the Listed Companies’ Transfer of Original
Shares Released from Trading Restrictions” and other commitment documents of
Shenzhen Stock Exchange concerns relevant regulations.
√ Yes Inapplicable
IX. Documents for reference
1. Application Form of Releasing of Conditional Shares
2. Sponsor’s Verification
Board of Directors of Dalian Refrigeration Co., Ltd.
July 22, 2016
