Stock Code: 000530; 200530 Notice No: 2017-050
Short Form of the Stock: DalengGufen; Daleng B
Dalian Refrigeration Co., Ltd.
Public Notice on Resolution of 2nd Extraordinary Shareholders’
General Meeting of 2017
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, November 10, 2017
Internet polling: From November 9, 2017 to November 10, 2017
(1) Voting through the trading system of Shenzhen Stock Exchange: 9:30-11:30 am and 1:00-3:00
pm dated November 10, 2017;
(2)Voting through the Internet voting system of Shenzhen Stock Exchange can be made anytime
from 3:00 pm November 9,2017 to 3:00 pm November 10, 2017;
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 2nd Extraordinary Shareholders’ General Meeting of 2017 was
published in China Securities and Hong Kong Commercial Daily dated October 25, 2017.
(II) Particulars about participants of the meeting
1. Particulars about general information of attending the meeting
43 shareholders and shareholders’ representatives attended the meeting, representing
261,685,267shares, taking 30.55% of the Company’s total share capital 856,487,181 shares.
Among them：
9 shareholders and shareholders’ representatives attended the on-site meeting, representing
260,464,797shares, taking 30.41% of the Company’s total share capital 856,487,181shares.
34 shareholders and shareholders’ representatives attended the network meeting, representing
1,220,470shares, taking 0.14 % of the Company’s total share capital 856,487,181 shares.
2. Particulars about shareholders of A shares attending the meeting
39 shareholders of A shares and their representatives attended the meeting, representing
177,003,683 shares, taking 28.78% of the Company’s 614,987,181 total A shares.
Among them：
6 shareholders of A shares and their representatives attended the on-site meeting, representing
175,784,613 shares, taking 28.58% of the Company’s 614,987,181 total A shares.
33 shareholders of A shares and their representatives attended the network meeting, representing
1,219,070 shares, taking 0.20% of the Company’s 614,987,181 total A shares.
3. Particulars about shareholders of B shares attending the meeting
4 shareholders of B shares and their representatives attended the meeting, representing 84,681,584
shares, taking 35.06% 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
84,680,184 shares, taking 35.06% of the Company’s 241,500,000 total B shares.
1 shareholders of B shares and their representatives attended the network meeting, representing
1,400 shares, taking 0 % of the Company’s 241,500,000 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 proposal on the Company’s satisfying of the conditions to issue exchangeable corporate
bonds privately
Number of shares For For
Against(share) Abstention(share)
represented (share) (share) proportion
Present shareholders 261,685,267 260,518,497 99.55% 1,166,770 0
Including: A shares 177,003,683 175,836,913 99.34% 1,166,770 0
B shares 84,681,584 84,681,584 100.00% 0 0
Minority shareholders 13,662,124 12,495,354 91.46% 1,166,770 0
Including: A shares 2,483,690 1,316,920 53.02% 1,166,770 0
B shares 11,178,434 11,178,434 100.00% 0 0
2. The proposal on the plan to issue exchangeable corporate bonds privately
2.1 Category of bonds issued
Number of shares For For
Against(share) Abstention(share)
represented (share) (share) proportion
Present shareholders 261,685,267 260,501,497 99.55% 1,017,470 166,300
Including: A shares 177,003,683 175,819,913 99.33% 1,017,470 166,300
B shares 84,681,584 84,681,584 100.00% 0 0
Minority shareholders 13,662,124 12,478,354 91.34% 1,017,470 166,300
Including: A shares 2,483,690 1,299,920 52.34% 1,017,470 166,300
B shares 11,178,434 11,178,434 100.00% 0 0
2.2 Way of issuing and amount to be issued
Number of shares For For
Against(share) Abstention(share)
represented (share) (share) proportion
Present shareholders 261,685,267 260,501,497 99.55% 1,024,170 159,600
Including: A shares 177,003,683 175,819,913 99.33% 1,024,170 159,600
B shares 84,681,584 84,681,584 100.00% 0 0
Minority shareholders 13,662,124 12,478,354 91.34% 1,024,170 159,600
Including: A shares 2,483,690 1,299,920 52.34% 1,024,170 159,600
B shares 11,178,434 11,178,434 100.00% 0 0
2.3 Face value and issuing price
Number of shares For For
Against(share) Abstention(share)
represented (share) (share) proportion
Present shareholders 261,685,267 260,659,127 99.61% 866,540 159,600
Including: A shares 177,003,683 175,977,543 99.42% 866,540 159,600
B shares 84,681,584 84,681,584 100.00% 0 0
Minority shareholders 13,662,124 12,635,984 92.49% 866,540 159,600
Including: A shares 2,483,690 1,457,550 58.68% 866,540 159,600
B shares 11,178,434 11,178,434 100.00% 0 0
2.4 The subscribers
Number of shares For For
Against(share) Abstention(share)
represented (share) (share) proportion
Present shareholders 261,685,267 260,501,497 99.55% 1,024,170 159,600
Including: A shares 177,003,683 175,819,913 99.33% 1,024,170 159,600
B shares 84,681,584 84,681,584 100.00% 0 0
Minority shareholders 13,662,124 12,478,354 91.34% 1,024,170 159,600
Including: A shares 2,483,690 1,299,920 52.34% 1,024,170 159,600
B shares 11,178,434 11,178,434 100.00% 0 0
2.5 Term of bonds
Number of shares For For
Against(share) Abstention(share)
represented (share) (share) proportion
Present shareholders 261,685,267 260,659,127 99.61% 866,540 159,600
Including: A shares 177,003,683 175,977,543 99.42% 866,540 159,600
B shares 84,681,584 84,681,584 100.00% 0 0
Minority shareholders 13,662,124 12,635,984 92.49% 866,540 159,600
Including: A shares 2,483,690 1,457,550 58.68% 866,540 159,600
B shares 11,178,434 11,178,434 100.00% 0 0
2.6 Coupon rate and way of repaying capital and interest
Number of shares For For
Against(share) Abstention(share)
represented (share) (share) proportion
Present shareholders 261,685,267 260,659,127 99.61% 866,540 159,600
Including: A shares 177,003,683 175,977,543 99.42% 866,540 159,600
B shares 84,681,584 84,681,584 100.00% 0 0
Minority shareholders 13,662,124 12,635,984 92.49% 866,540 159,600
Including: A shares 2,483,690 1,457,550 58.68% 866,540 159,600
B shares 11,178,434 11,178,434 100.00% 0 0
2.7 Initial convertible price
Number of shares For For
Against(share) Abstention(share)
represented (share) (share) proportion
Present shareholders 261,685,267 260,659,127 99.61% 866,540 159,600
Including: A shares 177,003,683 175,977,543 99.42% 866,540 159,600
B shares 84,681,584 84,681,584 100.00% 0 0
Minority shareholders 13,662,124 12,635,984 92.49% 866,540 159,600
Including: A shares 2,483,690 1,457,550 58.68% 866,540 159,600
B shares 11,178,434 11,178,434 100.00% 0 0
2.8 Guarantee measures
Number of shares For For
Against(share) Abstention(share)
represented (share) (share) proportion
Present shareholders 261,685,267 260,659,127 99.61% 866,540 159,600
Including: A shares 177,003,683 175,977,543 99.42% 866,540 159,600
B shares 84,681,584 84,681,584 100.00% 0 0
Minority shareholders 13,662,124 12,635,984 92.49% 866,540 159,600
Including: A shares 2,483,690 1,457,550 58.68% 866,540 159,600
B shares 11,178,434 11,178,434 100.00% 0 0
2.9 Usage of proceed
Number of shares For For
Against(share) Abstention(share)
represented (share) (share) proportion
Present shareholders 261,685,267 260,659,127 99.61% 866,540 159,600
Including: A shares 177,003,683 175,977,543 99.42% 866,540 159,600
B shares 84,681,584 84,681,584 100.00% 0 0
Minority shareholders 13,662,124 12,635,984 92.49% 866,540 159,600
Including: A shares 2,483,690 1,457,550 58.68% 866,540 159,600
B shares 11,178,434 11,178,434 100.00% 0 0
2.10 Special bank account for proceed
Number of shares For For
Against(share) Abstention(share)
represented (share) (share) proportion
Present shareholders 261,685,267 260,659,127 99.61% 866,540 159,600
Including: A shares 177,003,683 175,977,543 99.42% 866,540 159,600
B shares 84,681,584 84,681,584 100.00% 0 0
Minority shareholders 13,662,124 12,635,984 92.49% 866,540 159,600
Including: A shares 2,483,690 1,457,550 58.68% 866,540 159,600
B shares 11,178,434 11,178,434 100.00% 0 0
2.11 Debt service guarantee mechanism
Number of shares For For
Against(share) Abstention(share)
represented (share) (share) proportion
Present shareholders 261,685,267 260,659,127 99.61% 866,540 159,600
Including: A shares 177,003,683 175,977,543 99.42% 866,540 159,600
B shares 84,681,584 84,681,584 100.00% 0 0
Minority shareholders 13,662,124 12,635,984 92.49% 866,540 159,600
Including: A shares 2,483,690 1,457,550 58.68% 866,540 159,600
B shares 11,178,434 11,178,434 100.00% 0 0
2.12 Way of listing and transferring
Number of shares For For
Against(share) Abstention(share)
represented (share) (share) proportion
Present shareholders 261,685,267 260,659,127 99.61% 866,540 159,600
Including: A shares 177,003,683 175,977,543 99.42% 866,540 159,600
B shares 84,681,584 84,681,584 100.00% 0 0
Minority shareholders 13,662,124 12,635,984 92.49% 866,540 159,600
Including: A shares 2,483,690 1,457,550 58.68% 866,540 159,600
B shares 11,178,434 11,178,434 100.00% 0 0
2.13 Other matters
Number of shares For For
Against(share) Abstention(share)
represented (share) (share) proportion
Present shareholders 261,685,267 260,659,127 99.61% 866,540 159,600
Including: A shares 177,003,683 175,977,543 99.42% 866,540 159,600
B shares 84,681,584 84,681,584 100.00% 0 0
Minority shareholders 13,662,124 12,635,984 92.49% 866,540 159,600
Including: A shares 2,483,690 1,457,550 58.68% 866,540 159,600
B shares 11,178,434 11,178,434 100.00% 0 0
2.14 Effective period of the resolution
Number of shares For For
Against(share) Abstention(share)
represented (share) (share) proportion
Present shareholders 261,685,267 260,659,127 99.61% 866,540 159,600
Including: A shares 177,003,683 175,977,543 99.42% 866,540 159,600
B shares 84,681,584 84,681,584 100.00% 0 0
Minority shareholders 13,662,124 12,635,984 92.49% 866,540 159,600
Including: A shares 2,483,690 1,457,550 58.68% 866,540 159,600
B shares 11,178,434 11,178,434 100.00% 0 0
3. The proposal on requesting the Shareholders’ General Meeting to authorize the Board and
Board authorized person with full responsibility and power on the practical issues related to the
private issuing of exchangeable corporate bonds
Number of shares For For
Against(share) Abstention(share)
represented (share) (share) proportion
Present shareholders 261,685,267 260,553,407 99.57% 1,112,860 19,000
Including: A shares 177,003,683 175,871,823 99.36% 1,112,860 19,000
B shares 84,681,584 84,681,584 100.00% 0 0
Minority shareholders 13,662,124 12,530,264 91.72% 1,112,860 19,000
Including: A shares 2,483,690 1,351,830 54.43% 1,112,860 19,000
B shares 11,178,434 11,178,434 100.00% 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
October 25, 2017.
III. Legal Position Paper Issued by the Lawyer
1. Name of lawyer firm: Liaoning Huaxia Lawyers’ Firm
2. Name of lawyer: Mrs. Bao Jingxin,Mrs. Liu Cuimei
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.
November 11, 2017
