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公司公告

大 冷B:2016年第三次临时股东大会决议公告(英文版)2016-09-14  

						Stock Code: 000530; 200530                                              Notice No: 2016-067
Short Form of the Stock: Daleng Gufen; Daleng B


                             Dalian Refrigeration Co., Ltd.

                             Public Notice on Resolution of

         3rd 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: 3:00 pm, September 13, 2016
Internet polling: From September 12, 2016 to September 13, 2016
(1) Voting through the trading system of Shenzhen Stock Exchange: 9:30-11:30 am and 1:00-3:00
pm dated September 13, 2016;
(2) Voting through the Internet voting system of Shenzhen Stock Exchange can be made anytime
from 3:00 pm September 12, 2016 to 3:00 pm September 13, 2016;
2. Place of the meeting: The conference room on 8/F of the Company
3. Way of holding: On-site votes, network polling plus the Independent Directors solicit voting
right.
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 3rd Extraordinary Shareholders’ General Meeting of 2016 was
published in China Securities and Hong Kong Commercial Daily dated August 26, 2016.The
precautious announcement was published in China Securities and Hong Kong Commercial Daily
dated September 9, 2016.
(II) Particulars about participants of the meeting
1. Particulars about general information of attending the meeting
92 shareholders and shareholders’ representatives attended the meeting, representing 189,560,736
shares, taking 31.65% of the Company’s total share capital 598,892,558 shares.
Among them:
                10 shareholders and shareholders’ representatives attended the on-site meeting, representing
                184,878,956 shares, taking 30.87% of the Company’s total share capital 598,892,558 shares.
                82 shareholders and shareholders’ representatives attended the network meeting, representing
                4,681,780 shares, taking 0.78% of the Company’s total share capital 598,892,558 shares.
                2. Particulars about shareholders of A shares attending the meeting
                89 shareholders of A shares and their representatives attended the meeting, representing
                131,455,114 shares, taking 30.83% of the Company’s 426,392,558 total A shares.
                Among them:
                7 shareholders of A shares and their representatives attended the on-site meeting, representing
                126,773,334 shares, taking 29.73% of the Company’s 426,392,558 total A shares.
                82 shareholders of A shares and their representatives attended the network meeting, representing
                4,681,780 shares, taking 1.10% of the Company’s 426,392,558 total A shares.
                3. Particulars about shareholders of B shares attending the meeting
                3 shareholders of B shares and their representatives attended the meeting, representing 58,105,622
                shares, taking 33.68% of the Company’s 172,500,000 total B shares.
                Among them:
                3 shareholders of B shares and their representatives attended the on-site meeting, representing
                58,105,622 shares, taking 33.68% of the Company’s 172,500,000 total B shares.
                0 shareholders of B shares and their representatives attended the network meeting, representing 0
                shares, taking 0% of the Company’s 172,500,000 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. The 2016 Restricted Stock Incentive Plan Draft of the Company
                1.1 The conditions and scope for the incentive objects
                                      Number of shares               For               For            Against        Abstention
                                      represented (share)           (share)         proportion        (share)         (share)

present shareholders                            189,560,736          185,143,778             97.67%     4,312,796          104,162

Including:   A shares                           131,455,114          127,569,106             97.04%     3,781,846          104,162

             B shares                            58,105,622           57,574,672             99.09%       530,950                 0

Present shareholders below 5%                    14,974,962           10,558,004             70.50%     4,312,796          104,162

Including:   A shares                              9,371,590           5,485,582             58.53%     3,781,846          104,162

             B shares                              5,603,372           5,072,422             90.52%       530,950                 0


                1.2 The source, quantity and distribution of the restricted stock

                                       Number of shares              For               For            Against        Abstention
                                      represented (share)           (share)         proportion        (share)         (share)
present shareholders                           189,560,736       185,143,778                 97.67%     4,312,796           104,162

Including:   A shares                          131,455,114       127,569,106                 97.04%     3,781,846           104,162

             B shares                           58,105,622        57,574,672                 99.09%       530,950                  0

Present shareholders below 5%                   14,974,962        10,558,004                 70.50%     4,312,796           104,162

Including:   A shares                             9,371,590         5,485,582                58.53%     3,781,846           104,162

             B shares                             5,603,372         5,072,422                90.52%       530,950                  0


                1.3 The valid period, grant day, lock-up period, unlock period and blackout period of the incentive
                plan
                                      Number of shares            For                  For            Against         Abstention
                                     represented (share)         (share)            proportion        (share)          (share)

Present   shareholders                          189,560,736      185,143,778                 97.67%     4,312,796           104,162

Including:   A shares                           131,455,114      127,569,106                 97.04%     3,781,846           104,162

             B shares                             58,105,622      57,574,672                 99.09%       530,950                  0
Present shareholders below 5%                     14,974,962      10,558,004                 70.50%     4,312,796           104,162
Including:   A shares                              9,371,590        5,485,582                58.53%     3,781,846           104,162

             B shares                              5,603,372        5,072,422                90.52%       530,950                  0


                1.4 The grant price of the restricted stock and its determining method
                                      Number of shares             For                 For            Against         Abstention
                                      represented (share)        (share)            proportion        (share)          (share)
Present shareholders                             189,560,736     185,143,778                 97.67%     4,312,796           104,162

Including:   A shares                            131,455,114     127,569,106                 97.04%     3,781,846           104,162

             B shares                             58,105,622      57,574,672                 99.09%       530,950                  0
Present shareholders below 5%                     14,974,962      10,558,004                 70.50%     4,312,796           104,162
Including:   A shares                               9,371,590       5,485,582                58.53%     3,781,846           104,162

             B shares                               5,603,372       5,072,422                90.52%       530,950                  0


                1.5 The conditions of granting and unlocking the restricted stock
                                      Number of shares            For                  For            Against         Abstention
                                      represented (share)        (share)            proportion        (share)          (share)

Present shareholders                            189,560,736      185,256,628                 97.73%     4,199,946           104,162

Including:   A shares                           131,455,114      127,681,956                 97.13%     3,668,996           104,162

             B shares                             58,105,622      57,574,672                 99.09%       530,950                  0
Present shareholders below 5%                     14,974,962      10,670,854                 71.26%     4,199,946           104,162
Including:   A shares                               9,371,590       5,598,432               59.74%      3,668,996         104,162

             B shares                               5,603,372       5,072,422               90.52%        530,950                0


                 1.6 The procedure and method of adjustment for the restricted stock incentive plan
                                        Number of shares           For                For             Against       Abstention
                                       represented (share)        (share)        proportion           (share)        (share)

Present shareholders                             189,560,736      185,256,628               97.73%      4,199,946         104,162

Including:   A shares                            131,455,114      127,681,956               97.13%      3,668,996         104,162

             B shares                              58,105,622      57,574,672               99.09%        530,950                0
Present shareholders below 5%                      14,974,962      10,670,854               71.26%      4,199,946         104,162
Including:   A shares                               9,371,590       5,598,432               59.74%      3,668,996         104,162

             B shares                               5,603,372       5,072,422               90.52%        530,950                0




                 1.7 The accounting treatment of the restricted stock
                                        Number of shares           For                For             Against       Abstention
                                       represented (share)        (share)        proportion           (share)        (share)

Present shareholders                             189,560,736      185,256,628               97.73%      4,199,946         104,162

Including:   A shares                            131,455,114      127,681,956               97.13%      3,668,996         104,162

             B shares                              58,105,622      57,574,672               99.09%        530,950                0
Present shareholders below 5%                      14,974,962      10,670,854               71.26%      4,199,946         104,162
Including:   A shares                               9,371,590       5,598,432               59.74%      3,668,996         104,162

             B shares                               5,603,372       5,072,422               90.52%        530,950                0


                 1.8 The procedure of implementing of the restricted stock incentive plan
                                        Number of shares           For                For             Against       Abstention
                                       represented (share)        (share)        proportion           (share)        (share)

Present shareholders                             189,560,736      185,256,628               97.73%      4,199,946         104,162

Including:   A shares                            131,455,114      127,681,956               97.13%      3,668,996         104,162

             B shares                              58,105,622      57,574,672               99.09%        530,950                0
Present shareholders below 5%                      14,974,962      10,670,854               71.26%      4,199,946         104,162
Including:   A shares                               9,371,590       5,598,432               59.74%      3,668,996         104,162

             B shares                               5,603,372       5,072,422               90.52%        530,950                0


                 1.9 The right and obligations of incentive objects and the Company
                                       Number of shares            For               For             Against       Abstention
                                      represented (share)        (share)          proportion         (share)        (share)

Present shareholders                            189,560,736      185,256,628                97.73%     4,199,946         104,162

Including:   A shares                           131,455,114      127,681,956                97.13%     3,668,996         104,162

             B shares                            58,105,622       57,574,672                99.09%       530,950                0
Present shareholders below 5%                    14,974,962       10,670,854                71.26%     4,199,946         104,162
Including:   A shares                              9,371,590        5,598,432               59.74%     3,668,996         104,162

             B shares                              5,603,372        5,072,422               90.52%       530,950                0


                1.10 The dispose method while changes occur to incentive objects and the Company
                                       Number of shares           For                For             Against       Abstention
                                      represented (share)        (share)          proportion         (share)        (share)

Present shareholders                            189,560,736      185,256,628                97.73%     4,199,946         104,162

Including:   A shares                           131,455,114      127,681,956                97.13%     3,668,996         104,162

             B shares                            58,105,622       57,574,672                99.09%       530,950                0
Present shareholders below 5%                    14,974,962       10,670,854                71.26%     4,199,946         104,162
Including:   A shares                              9,371,590        5,598,432               59.74%     3,668,996         104,162

             B shares                              5,603,372        5,072,422               90.52%       530,950                0


                1.11 The principle of buying back and writing off of the restricted stock
                                       Number of shares            For               For             Against       Abstention
                                      represented (share)        (share)          proportion         (share)        (share)

Present shareholders                            189,560,736      185,256,628                97.73%     4,199,946         104,162

Including:   A shares                           131,455,114      127,681,956                97.13%     3,668,996         104,162

             B shares                            58,105,622       57,574,672                99.09%       530,950                0
Present shareholders below 5%                    14,974,962       10,670,854                71.26%     4,199,946         104,162
Including:   A shares                              9,371,590        5,598,432               59.74%     3,668,996         104,162

             B shares                              5,603,372        5,072,422               90.52%       530,950                0


                2. The Assessment and Management Measures for 2016 Restricted Stock Incentive Plan of the
                Company
                                       Number of shares           For                For             Against       Abstention
                                      represented (share)        (share)          proportion         (share)        (share)

Present shareholders                            189,560,736      185,143,778                97.67%     4,416,958                0
Including:   A shares                           131,455,114       127,569,106                97.04%     3,886,008                  0

             B shares                             58,105,622       57,574,672                99.09%       530,950                  0
Present shareholders below 5%                     14,974,962       10,558,004                70.50%     4,416,958                  0
Including:   A shares                              9,371,590        5,485,582                58.53%     3,886,008                  0

             B shares                              5,603,372        5,072,422                90.52%       530,950                  0


                3. To Summate to the shareholders’ general meeting of the Company for authorizing the board of
                directors to handle related matters of 2016 restricted stock incentive plan of the Company.
                                       Number of shares            For                For             Against         Abstention
                                       represented (share)        (share)          proportion         (share)          (share)

Present shareholders                             189,560,736      185,143,778                97.67%     4,416,958                  0

Including:   A shares                            131,455,114      127,569,106                97.04%     3,886,008                  0

             B shares                             58,105,622       57,574,672                99.09%       530,950                  0
Present shareholders below 5%                     14,974,962       10,558,004                70.50%     4,416,958                  0
Including:   A shares                              9,371,590        5,485,582                58.53%     3,886,008                  0

             B shares                              5,603,372        5,072,422                90.52%       530,950                  0

                In addition, the supervisory Committee explained the checking information about the incentive
                object lists.
                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
                August 26, 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. Liu Meijing
                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.
                                                                                 September 14, 2016