Securities Code: 000530 ; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2019-019

Dalian Refrigeration Co., Ltd.

Announcement of Resolutions Adopted at the Third Meeting of the Eighth Board of Directors

I. Status of Board Meetings

1. Notice of this Board of Directors meeting was served in writing on April 9, 2019.

2. This board meeting was held on April 19, 2019, by way of on-site voting.

3. Nine directors were required to vote, and all nine directors actually voted.

4. This board meeting was chaired by Mr. Ji Zhijian, Chairman of the Company.

5. The convening of this board meeting complies with the provisions of applicable laws, administrative regulations, departmental rules, normative documents, and the Company’s Articles of Association.

II. Review of the Board Meeting

1. 2018 Annual Work Report of the Company’s General Manager

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

2. 2018 Annual Work Report of the Company’s Board of Directors

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

3. Company’s 2018 Annual Financial Settlement Report

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

4. Report on the Company’s Proposed Profit Distribution for the Year 2018

According to the audit conducted by ShinWing Certified Public Accountants, the parent company recorded a net profit of RMB 162.141 million in 2018. A statutory surplus reserve of RMB 16.214 million, equivalent to 10% of the net profit, was appropriated, leaving RMB 145.927 million available for distribution to shareholders in the same year.

Adding the undistributed profits at the beginning of the year amounting to RMB 573.847 million, and deducting the RMB 42.795 million in ordinary share dividends paid for the year 2017 and the RMB 36.726 million set aside as discretionary statutory surplus reserve at a rate of 20%, the cumulative profit available for distribution to shareholders totals RMB 640.251 million.

The Company’s proposed profit distribution for the year 2018 is as follows:

The Company shall appropriate RMB 32.428 million as discretionary statutory surplus reserve, representing 20% of the Parent Company’s net profit of RMB 162.141 million for the year 2018.

Based on the company’s latest total share capital of 843,212,507 shares, a cash dividend of RMB 0.50 per 10 shares (inclusive of tax) will be distributed, totaling RMB 42.161 million. The cash dividend for B shares will be converted into Hong Kong dollars for payment.

The foregoing contingency plans shall be submitted to the Company’s 2018 Annual General Meeting for approval.

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

5. Company’s 2018 Annual Report

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

6. Company’s First Quarter Report for 2019

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

7. Special Report on the Deposit and Use of Funds Raised in 2018

(For details, please refer to Cninfo at http://www.cninfo.com.cn.)

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

8. Company’s 2018 Internal Control Evaluation Report

(For details, please refer to Cninfo at http://www.cninfo.com.cn.)

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

9. 2018 Corporate Social Responsibility Report

(For details, please refer to Cninfo at http://www.cninfo.com.cn.)

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

10. Annual Report on the Performance of Duties by the Company’s Independent Directors for 2018

(For details, please refer to Cninfo at http://www.cninfo.com.cn.)

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

11. Report on the Provision for Asset Impairment for the Company’s Fiscal Year 2018

In accordance with the Company’s policy for making provisions for asset impairment and the actual condition of the relevant assets, the Company proposes to make an impairment provision for the year 2018, as detailed below:

An allowance for doubtful accounts of RMB 28,919,153.66 has been provided for receivables, comprising an allowance of RMB 28,458,939.70 for accounts receivable and an allowance of RMB 460,213.96 for other receivables. In addition, an inventory write-down provision of RMB 9,476.00 has been recognized for inventory.

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

12. Report on Authorizing the Company’s Chairman and Management Team to Apply for Bank Credit Lines and Loan Limits for the Year 2019

The Company’s General Manager and Chief Financial Officer are authorized to arrange comprehensive bank credit facilities with a total amount not exceeding RMB 1 billion, and the Chairman of the Company is authorized to arrange loans with a total amount not exceeding RMB 800 million. The authorization shall be effective from January 1, 2019, to June 30, 2020.

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

13. Report on the Company’s Estimated Routine Related-Party Transactions for the Year 2019

Based on the 2018 routine related-party transactions and in conjunction with the Company’s 2019 business plan, it is estimated that the total amount of routine related-party transactions for the full year 2019 will be approximately RMB 770 million, including approximately RMB 280 million for the procurement of complete-set project supporting products from related parties and approximately RMB 490 million for the sale of supporting components to related parties.

On April 9, 2019, the Company’s independent directors provided their prior approval for this proposal and agreed to submit it to the Board of Directors for consideration. Related directors Ji Zhijian, Xu Junrao, and Takagi Toshiyuki recused themselves from the deliberation of this proposal.

Approvals: 6; Opposites: 0; Abstentions: 0.

14. Report on the Appointment of the Company’s 2019 Audit Firm

It is proposed to re-engage Shinewing Zhonghe Certified Public Accountants (Special General Partnership) as the Company’s auditor for the year 2019 to conduct an integrated audit of the Company’s financial statements and internal controls. In accordance with the relevant fee-setting standards and the specific circumstances of the audit engagement, the proposed annual fees payable to Shinewing Zhonghe Certified Public Accountants (Special General Partnership) are RMB 770,000 for the audit of the financial statements (the same as in 2018) and RMB 300,000 for the audit of internal controls; any other expenses incurred in connection with the audit shall be borne by the firm.

On April 9, 2019, the Company’s independent directors provided their prior approval for this proposal and agreed to submit it to the Board of Directors for consideration.

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

15. Report on Amendments to the Company Charter (see Attachment 1 for details)

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

16. Report on Changes in Accounting Policies

(For details, please refer to the Company’s “Announcement on Changes in Accounting Policies” issued on the same day.)

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

17. Report on the Basic Matters Regarding the Convening of the 2018 Annual General Meeting

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

Among the foregoing proposals, Proposals 2, 3, 4, 5, 12, 13, 14, and 15 still require approval by the Company’s 2018 Annual General Meeting.

III. Supporting Documents for Review

1. A resolution of the Board of Directors signed by the directors in attendance and sealed with the Board’s official seal.

2. Opinion of the Independent Directors.

Board of Directors of Dalian Refrigeration Co., Ltd.

April 20, 2019

Attachment 1: Report on Amendments to the Company Charter

In light of certain circumstances pertaining to the Company, it is necessary to amend the Company’s Articles of Association. The specific circumstances requiring such amendment and the corresponding amendments are set out below:

I. Circumstances for Amendment

1. Pursuant to the authorization granted at the First Extraordinary General Meeting in 2015 and the resolution passed at the 21st Meeting of the 7th Board of Directors, the Company has completed the repurchase and cancellation of 474,894 restricted shares under the 2015 Restricted Stock Incentive Plan, resulting in a change in the Company’s registered capital from RMB 855,908,981 to RMB 855,434,087.

2. Pursuant to the resolution passed at the First Extraordinary General Meeting in 2019, the Company has completed the repurchase and cancellation of 12,221,580 restricted shares under the 2016 Restricted Stock Incentive Plan, resulting in a change in the Company’s registered capital from RMB 855,434,087 to RMB 843,212,507.

3. On October 26, 2018, the Standing Committee of the National People’s Congress reviewed and adopted the Decision on Amending the Company Law of the People’s Republic of China, thereby providing a legal basis for improving the share repurchase regime, expanding the circumstances under which shares may be repurchased, simplifying the decision-making procedures for implementing repurchases, and establishing a treasury stock system. On January 11, 2019, the Shenzhen Stock Exchange revised and issued the Detailed Rules for the Implementation of Share Repurchases by Listed Companies of the Shenzhen Stock Exchange. In light of these developments, the Company proposes to amend its Articles of Association to revise relevant provisions concerning the circumstances for share repurchases, the methods of repurchase, and the internal decision-making procedures, thus laying the groundwork for future capital operations.

II. Amendments

In light of the foregoing, the Company’s Articles of Association are hereby amended as follows: