Stock Code: 000530; 200530 Short Form of the Stock: Daleng Gufen; Daleng B No: 2019-019
Dalian Refrigeration Co., Ltd.
Public Notice on Resolution of the 3rd Meeting
of the 8th Board of Directors
Important:
The directors and the Board of Directors of Dalian Refrigeration Co., Ltd. hereby confirm that
there are no any important omissions, fictitious statements or serious misleading carried in this
report.
I. Calling of the Board Meeting
1. The Notice on holding of the Board Meeting was served by written form on 9 April 2019.
2. The Board Meeting held at the scene dated 19 April 2019.
3.Nine Directors should present for voting and all of them are present actually.
4. The Meeting was presided over by Mr. Ji Zhijian, Chairman of the Board of the Company.
5. The Meeting was regarded as abiding the relevant laws, administrative regulation, department
rules, normative documents as well as the Article of Association.
II. Deliberation of the Board Meeting
1. 2018 Work Report of the General Manager of the Company；
With 9 votes for, 0 vote against and 0 vote as abstention.
2. 2018 Work Report of the Board of Directors of the Company;
With 9 votes for, 0 vote against and 0 vote as abstention.
3. 2018Financial Settlement Report of the Company;
With 9 votes for, 0 vote against and 0 vote as abstention.
4. 2018 Profit Distribution Preplan of the Company;
According to the audit by ShineWing CPAs (Special General Partnership), the net profit made by
the parent company of the Company in 2018 was RMB 162.141 million and 10% of the net profit
(RMB 16.214 million) was drawn as the legal surplus reserve. Therefore, the profit distributable to
the shareholders in the current year was RMB 145.93 million. Plus the initial undistributed profit
of RMB 573.847 million and minus the dividend of RMB 42.795million of common shares paid
in 2017 and the drawn free surplus reserve of RMB 36.726 million (20%), the accumulated profit
distributable to the shareholders was RMB 640.251 million.
The Company’s profit distribution preplan for 2018:
Based on the net profit made by the parent company of the Company in 2018 (162.141 million),
20% of the net profit (RMB 32.428 million) will be drawn as the free surplus reserve;
Based on the total capital stock of 843,212,507 shares, the dividend of RMB 0.5 in cash (including
tax) will be distributed for every 10 shares, the total cash dividend is RMB 42.161 million, and the
cash dividend for B share is converted and paid in Hong Kong dollars.
The above preplan shall be submitted to the 2018 shareholders’ general meeting for review and
approval.
With 9 votes for, 0 vote against and 0 vote as abstention.
5. Annual Report for the year 2018;
With 9 votes for, 0 vote against and 0 vote as abstention.
6. Quarterly Report for First Quarter of 2019;
With 9 votes for, 0 vote against and 0 vote as abstention.
7. Annual special report on the storage and use of the raised funds for 2018 of the Company;
（For details, see http://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
8. Report of evaluation on internal control of the Company for the year 2018;
（For details, see http://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
9. Report of social responsibility of the Company for the year 2018;
（For details, see http://www.cninfo.com.cn）
With 9votes for, 0 vote against and 0 vote as abstention.
10. The independent directors’ report on their work for the year 2018;
（For details, see http://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
11. Report on withdrawing provisions for devaluation of assets in 2018;
（For details, see http://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
12. Report on authorizing the Company’s Chairman of the Board and management to apply for the
bank line of credit and bank line of loan in 2019;
In order to meet the need of the Company’s normal production and operation, the General
Manager and Financial Majordomo of the Company are authorized to apply for the comprehensive
bank line of credit not more than 1,000 million yuan, and Chairman of the Board of Directors of
the Company is authorized to apply for the bank line of loan not more than 800 million yuan.
With 9 votes for, 0 vote against and 0 vote as abstention.
13. Report on Estimated Associated Transactions for the year 2019;
It is predicted that the total amount of routine associate transactions of the Company in the whole
year of 2019 will be around RMB 770 million yuan, consisting of around RMB 280 million yuan
for purchasing auxiliary products for package projects from associate parties and around RMB 490
million yuan for selling auxiliary spare parts to associate parties.
The Company’s independent directors reviewed this proposal on April 9, 2019 and agreed on
submitting it to the Board of Directors for discussions.
Directors of the Company, Mr. Ji Zhijian, Mrs. Xu Junrao and Mr. Takagi Toshiyuki were the
correlative directors, They were avoided from voting this proposal.
（For details, see http://www.cninfo.com.cn）
With 6 votes for, 0 vote against and 0 vote as abstention.
14. Report on Engaging Auditors for the Company in 2019;
The Company planned to reengage ShineWing CPAs (Special General Partnership) as its auditors
for 2019 to integrate and audit the financial statements and internal control of the company. Based
on the actual situation of the auditing task, the Company planned to pay ShineWing CPAs (Special
General Partnership) RMB 770,000 as the annual financial statements auditing fee (RMB 770,000
for year 2018), and RMB 300,000 as the annual internal control auditing fee. And the
corresponding expenditures arising from the auditing shall be born by itself.
The Company’s independent directors reviewed this proposal on April 9, 2019 and agreed on
submitting it to the Board of Directors for discussions.
With 9 votes for, 0 vote against and 0 vote as abstention.
15. Report on modifying Articles of Association of the Company; (attachment 1)
With 9 votes for, 0 vote against and 0 vote as abstention.
16. Report on changing accounting policy of the Company;
（For details, see http://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
17. Issues relevant to 2018 Shareholders’ General Meeting.
（For details, see http://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
Among the above resolutions, resolution 2、3、4、5、12、13、14、15 shall be submitted to 2018
shareholders’ general meeting for review and approval.
III. Documents available for reference
1. Proposal of the Meeting with signature of attended directors and seal of the Board;
2. Opinions from independent directors.
Board of Directors of Dalian Refrigeration Co., Ltd.
April 20, 2019
Attachment 1: Report on modifying Articles of Association of the Company
Specific amendments are as follows:
Before amendment After amendment
Article The registered capital of the Company shall be the The registered capital of the Company shall be the
3.1 total paid up capital of RMB 855,908,981. total paid up capital of RMB 843,212,507.
Article The Company has in issue 855,908,981 shares in The Company has in issue 843,212,507 shares in
3.2 total, with a par value of RMB1.00 each. total, with a par value of RMB1.00 each.
The Company has been approved to issue The Company has been approved to issue
855,908,981 shares in total. 843,212,507 shares in total.
The structure of the issued share capital of the The structure of the issued share capital of the
Company is as follows: Company is as follows:
Article
Type of shares Number of Type of shares Number of
3.3
shares shares
Renminbi ordinary shares 614,408,981 Renminbi ordinary shares 601,712,507
Domestically listed foreign Domestically listed foreign
241,500,000 241,500,000
investment shares investment shares
In the following circumstances, the Company may
re-purchase its issued shares in accordance with
the procedures prescribed in the Articles of
In the following circumstances, the Company may
Association or laid down by the stock exchange
re-purchase its issued shares in accordance with
where the shares are listed and with the approval
the procedures prescribed in the Articles of
of the relevant government departments:
Association or laid down by the stock exchange
1. cancellation of shares for the reduction of the
where the shares are listed and with the approval
Company's registered capital;
of the relevant government departments:
2. merger with other companies holding the
1. cancellation of shares for the reduction of the
Company's shares;
Company's registered capital;
3. applying shares to employee stock ownership
2. merger with other companies holding the
plan or equity incentive;
Company's shares;
4. there is any shareholder who has objections on
3. encouraging the Company’s employees by
the general meeting’s decision for mergence or
Article issuing shares to them; or
split of the Company and requests the Company
3.15 4. there is any shareholder who has objections on
to repurchase his/her shares;
the general meeting’s decision for mergence or
5. applying shares to convert corporate bonds
split of the Company and requests the Company
convertible to stocks issued by listed
to repurchase his/her shares.
companies; or
Except in the above circumstances, the Company
6. necessity of listed companies to maintain
does not engage in trading in its stocks.
company value and shareholders' rights and
The Company may repurchase shares in one of
interests.
the following ways:
Except in the above circumstances, the Company
1. The way of centralized bidding in stock
does not engage in trading in its stocks.
exchanges;
The Company may repurchase shares in one of
2. The mode of offer;
the following ways:
3. Other ways approved by CSRC.
1. The way of centralized bidding in stock
exchanges;
2. The mode of offer;
3. Other ways approved by CSRC.
Where the Company purchases its shares
under the circumstances specified in items (3),
(5) and (6) of paragraph 1 of this article, it
shall adopt an open and centralized trading
method.
Where the Company purchases its shares
under the circumstances of items (1) and (2) of
article 3.15 of the Articles of Association, it
shall be decided by the shareholders' general
meeting.
Where the Company purchases its shares
under the circumstances specified in items (3),
(5) and (6) of article 3.15 of the Articles of
After repurchasing its shares as stipulated in Art.
Association, the decision of the board meeting
3.15, the Company shall write off these shares
attended by more than two-thirds of the
within ten days from the purchasing day if it is as
directors shall be adopted.
described in Paragraph (1) or transfer or write off
Where the Company purchases its shares in
these shares within six months if it is as described
accordance with article 3.15 of the Articles of
in Paragraphs (2) and (4).
Association, if it belongs to the case of item (1),
Any shares repurchased by the Company as
it shall cancel them within 10 days from the
Article stipulated in Art. 3.15 (3) shall not exceed 5% of
date of acquisition; if it belongs to items (2)
3.16 the total shares that have been issued by the
and (4), it shall transfer or cancel them within
Company; the source of any funds for such
6 months; if it belongs to items (3), (5) and (6),
repurchase shall be taken from the after-tax profit
the total number of shares held by the
of the Company; and the repurchased shares shall
Company shall not exceed the number of 10%
be transferred to the employees within one year.
of the total shares the Company has issued,
The par value of the cancelled shares shall be
and shall transfer or cancel them within three
reduced from the registered capital of the
years after disclosing the results of repurchase
Company.
and the announcement of changes in shares.
After the acquisition of the Company's shares,
the Company shall fulfill its obligation of
information disclosure in accordance with the
provisions of the Securities Law.
The par value of the cancelled shares shall be
reduced from the registered capital of the
Company.
Special resolutions at the general meeting shall be Special resolutions at the general meeting shall be
passed by two-thirds or more of the votes held by passed by two-thirds or more of the votes held by
the shareholders present at the general meeting. the shareholders present at the general meeting.
Resolutions proposed in relation to the following Resolutions proposed in relation to the following
Article matters shall be special resolutions: matters shall be special resolutions:
5.15 1. increase or decrease of the Company's 1. increase or decrease of the Company's
registered capital; registered capital;
2. issue of debentures by the Company; 2. issue of debentures by the Company;
3. merger, division, application for winding-up, 3. merger, division, application for winding-up,
dissolution and liquidation of the Company; dissolution and liquidation of the Company;
4. amendment of the Articles of Association; 4. amendment of the Articles of Association;
5. change to the Company's classification and the 5. the Company purchases its shares under the
method of trading shares; circumstances specified in items (1) and (2) of
6. the Company’s purchase or sale of major assets article 3.15 of the Articles of Association;
or issuance of guarantees which exceed 30% of 6. the Company’s purchase or sale of major assets
the audited total assets as at the most recent period or issuance of guarantees which exceed 30% of
end within one year; the audited total assets as at the most recent
7. the stock incentive plan; and period end within one year;
8. other matters required to be resolved by special 7. the stock incentive plan; and
resolutions as stipulated in the Articles of 8. other matters required to be resolved by special
Association and the laws. resolutions as stipulated in the Articles of
…… Association and the laws.
……
Board meetings shall be held at least three times
Board meetings shall be held at least three times
every year and shall be convened and presided by
every year and shall be convened and presided by
the Chairman. If the Chairman is unable to
the Chairman. If the Chairman is unable to
perform his duties, he may authorize the
perform his duties, he may authorize the
Vice-Chairman or other directors to take the chair.
Vice-Chairman or other directors to take the chair.
All directors shall be given ten day's notice of the
All directors shall be given ten day's notice of the
board meeting. The notice of the board meeting
board meeting. The notice of the board meeting
shall specify the date and the venue of the board
shall specify the date and the venue of the board
meeting name and the proposed resolutions to be
meeting name and the proposed resolutions to be
Article passed at the board meeting. Except as otherwise
passed at the board meeting. More than half of all
6.6 stipulated in the Articles of Association, more
the directors attending the board meeting shall be
than half of all the directors attending the board
the quorum for board meetings. If the Chairman
meeting shall be the quorum for board meetings.
and the directors are unable to attend the board
If the Chairman and the directors are unable to
meeting, they may appoint proxies to attend the
attend the board meeting, they may appoint
board meeting and vote on their behalf. Such
proxies to attend the board meeting and vote on
appointment shall be in writing and the letter of
their behalf. Such appointment shall be in writing
appointment shall specify the authorities of the
and the letter of appointment shall specify the
proxy.
authorities of the proxy.
……
……
The Board of Directors shall have the following The Board of Directors shall have the following
functions and powers: functions and powers:
1. to be responsible for convening general 1. to be responsible for convening general
meetings and to report the work of the Board of meetings and to report the work of the Board of
Directors at the general meeting; Directors at the general meeting;
2. to implement resolutions passed at general 2. to implement resolutions passed at general
Article meetings; meetings;
6.8 3. to elect the Chairman and Vice-Chairmen of the 3. to elect the Chairman and Vice-Chairmen of the
Board of Directors; Board of Directors;
4. to determine on the production and business 4. to determine on the production and business
plans and investment strategies of the Company; plans and investment strategies of the Company;
5. to formulate the annual financial budget and 5. to formulate the annual financial budget and
final accounts of the Company, and to propose the final accounts of the Company, and to propose the
profits distribution plans or loss offset plans; profits distribution plans or loss offset plans;
6. to formulate plans for the increase or decrease 6. to formulate plans for the increase or decrease
of the Company's registered capital, to extend the of the Company's registered capital, to extend the
number of shares to be subscribed or to decide on number of shares to be subscribed or to decide on
matters in relation to the methods for the listing matters in relation to the methods for the listing
and trading of the shares of the Company, and trading of the shares of the Company,
pledging, leasing, transfer and takeover of the pledging, leasing, transfer and takeover of the
material assets of the Company and plans for the material assets of the Company and plans for the
issue of debentures; issue of debentures;
7. to formulate plans for the division, merger, 7. to formulate plans for major acquisition,
dissolution and liquidation of the Company; repurchase of the Company's shares under the
8. to determine the establishment of the internal circumstances specified in items (1) and (2) of
management authorities of the Company, and to article 3.15 of the Articles of Association , or
examine and approve rules and systems merger, division, dissolution and change of the
concerning the internal management of the Company's form;
Company; 8. to determine purchase of the Company's
…… shares under the circumstances specified in
items (3), (5) and (6) of article 3.15 of the
Articles of Association;
9. to determine the establishment of the internal
management authorities of the Company, and to
examine and approve rules and systems
concerning the internal management of the
Company;
……
