[董事会]大 冷B:五届十七次董事会议决议公告(英文版)

时间:2012年05月17日 18:05:38 中财网


Stock Code: 000530, 200530 Notice No: 2012-014

Short Form of the Stock: Daleng Gufen; Daleng B



Dalian Refrigeration Co., Ltd.

Resolution of 17th Meeting of 5th Session of the Board



Dalian Refrigeration Co., Ltd. and its whole members of Board of Directors ensure
that the public notice is real, accurate and complete, and there are no any important
omissions, fictitious statements or serious misleading carried in this notice.



The 17th Meeting of 5th Session of the Board of Dalian Refrigerator Co., Ltd. (the
“Company”) was held by fax dated 16 May 2012. Nine directors should be attended
for voting and nine directors are actually present for voting. Notification and
convening for this Meeting meet relevant regulations of Company Law and Article of
Association. Follow proposals are deliberated and approved in the Meeting:

1. Consent to liquidation of Dalian Sanyo Home Appliance Co., Ltd.

Dalian Sanyo Home Appliance Co., Ltd. (the “Dalian Sanyo Home Appliance”)
mainly engaged in the production of hot water bottles, mini-type appliance and its
spare parts and with 40% equity held by the Company. Sanyo Home Appliance shows
difficulties in responding the intensity competition in appliance market for small
production scale, and obtained losses in successively 2 years. Till end of 2011,
impairment provision of long-term equity investment of Dalian Sanyo Home
Appliance was totally accrual by the Company. The Company agrees to liquidate
Dalian Sanyo Home Appliance for highlight main business refrigeration.

Favor: 9 votes; Against: 0 vote; Abstention: 0 vote

2. Consent to increased capital to Dalian Sanyo Home Appliance by Sanyo Electric
Co., Ltd. alone.

As foreign joint venture, Sanyo Electric Co., Ltd. (“Sanyo Electric”) was agreed to
increase capital to Dalian Sanyo Home Appliance by self-owned capital alone to
guarantee successful liquidation of Dalian Sanyo Home Appliance with 1.6 billion
JPY for debt payment in total. Before capital increased, register capital of Dalian
Sanyo Home Appliance amounting to 0.6 billion JPY with 40% equity held by the
Company, 50% equity held by Sanyo Electric and 10% equity held by Sanyo Electric
(China) Co., Ltd. After capital increased, register capital of Dalian Sanyo Home
Appliance turns to 2.2 billion JPY with 10.91% equity held by the Company, 86.36%
equity held by Sanyo Electric and 2.73% equity held by Sanyo Electric (China) Co.,
Ltd.

Favor: 9 votes; Against: 0 vote; Abstention: 0 vote





Board of Directors of

Dalian Refrigeration Co., Ltd.

17 May 2012




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