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Announcement of the Resolution Adopted at the 17th Meeting of the 7th Board of Directors
Securities Code: 000530 ; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2017-053
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the 17th Meeting of the 7th Board of Directors
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The Company and all members of the Board of Directors hereby certify that the contents of this announcement are true, accurate, and complete, and that there are no false records, misleading statements, or material omissions. |
I. Status of Board Meetings
1 , Notice of this Board Meeting, dated 2017 Issued in writing on November 28 of the year.
2 , This board meeting was held in 2017. It was convened on December 8 of the year by way of written voting.
3 , 9 directors should participate in the vote In fact, 9 directors were voted on.
4、 The convening of this board meeting is in compliance with the relevant laws, administrative regulations, departmental rules, normative documents, and the Company’s Articles of Association.
II. Review of the Board Meeting
1 , Regarding 2016 Proposal on the Vesting of the First Vesting Period under the Annual Restricted Stock Incentive Plan
As confirmed by the Board of Directors, the company 2016 year The vesting conditions for the first vesting period under the restricted stock incentive plan have been satisfied; it is hereby approved that the Company shall, in accordance with the… 2016 year the relevant provisions of the Draft Restricted Stock Incentive Plan and the Company’s 2016 Authorization for the Third Extraordinary General Meeting of the Year 2016 year Matters concerning the first vesting of restricted shares. Compliant with 2016 year A total of 113 recipients are eligible for vesting under the first vesting period of the restricted stock incentive plan. The number of restricted shares that meet the vesting conditions is 5,237,820, representing 0.612% of the company’s current total share capital.
The unlocking of these shares will be contingent upon the completion of all necessary procedures with the relevant company departments, and a separate announcement will be made at that time.
The company’s independent directors and the Supervisory Board have issued their opinions on this matter; Liaoning Huaxia Law Firm has issued a legal opinion; and Shanghai Rongzheng Investment Consulting Co., Ltd. has issued an independent financial advisor report. For further details, please refer to the Cninfo website (http://www.cninfo.com.cn). ).
Director Ding Jie is an eligible recipient under this equity incentive plan and, as a related director, has recused himself from voting.
Agreed: 8 Votes in favor: ; Votes against: 0; Abstentions: 0.
2 , Regarding the Adjustment of 2016 Proposal on the Repurchase Price under the Annual Restricted Stock Incentive Plan
According to the company’s “2016” In accordance with the relevant provisions of the Draft Annual Restricted Stock Incentive Plan, the repurchase price shall be adjusted following the implementation of the Company’s 2016 annual equity distribution plan.
The adjusted repurchase price P = (5.62 - 0.1) ÷ (1 + 4/10) = RMB 3.942 per share.
Director Ding Jie is an eligible recipient under this equity incentive plan and, as a related director, has recused himself from voting.
Agreed: 8 Votes in favor: ; Votes against: 0; Abstentions: 0.
3 , Regarding the Repurchase and Cancellation in 2016 Proposal on a Portion of the Restricted Stock under the Annual Restricted Stock Incentive Plan
In view of 2016 The annual restricted stock incentive plan designates Liu Jie, Meng Yunchan, Fang Zheng, Di Jun, and Zhang Guanghui as the recipients, totaling 5 individuals. The individual has completed the resignation procedures and is no longer eligible as an incentive recipient. The Board of Directors has approved the repurchase, at a price of RMB 3.942 per share, of a total of 578,200 restricted shares that have been granted but not yet vested, and the subsequent cancellation of such shares.
The company’s independent directors and the Supervisory Board have issued their opinions on this matter; Liaoning Huaxia Law Firm has issued a legal opinion; and Shanghai Rongzheng Investment Consulting Co., Ltd. has issued an independent financial advisor report. For further details, please refer to the Cninfo website (http://www.cninfo.com.cn). ).
Director Ding Jie is an eligible recipient under this equity incentive plan and, as a related director, has recused himself from voting.
Agreed: 8 Votes in favor: ; Votes against: 0; Abstentions: 0.
4 , Regarding the Convening of 2017 Proposal on Matters Relating to the Third Extraordinary General Meeting of the Year
For details, please refer to the CNINFO website (http://www.cninfo.com.cn). ).
Agreed: 9 Votes in favor: ; Votes against: 0; Abstentions: 0.
Among the above motions, Motion 3 Approval by the Company’s Third Extraordinary General Meeting of Shareholders in 2017 is still required.
III. Supporting Documents for Review
1 — A board resolution signed by the directors in attendance and sealed with the board’s official seal.
2 III. Opinion of the Independent Directors.
Board of Directors of Dalian Refrigeration Co., Ltd.
2017 Year 12 September 9
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