Securities Code: 000530 ; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2017-043

Dalian Refrigeration Co., Ltd.

The 16th Meeting of the 7th Board of Directors Announcement of Meeting Resolutions

I. Status of Board Meetings

1. Notice of this Board of Directors meeting was served in writing on October 17, 2017.

2. This board meeting was held on October 24, 2017, by way of written resolution.

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

4. 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. The Company’s Third Quarter Report for 2017.

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

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

2 Proposal on the Company’s Compliance with the Conditions for a Non-public Issuance of Exchangeable Corporate Bonds.

In accordance with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Measures for the Administration of the Issuance and Trading of Corporate Bonds, and other relevant laws, regulations, departmental rules, and normative documents, and after a item-by-item self-examination of the Company’s actual operating conditions and related matters in light of the requirements for the non-public issuance of exchangeable corporate bonds, the Board of Directors has determined that the Company meets the conditions and qualifications for the non-public issuance of exchangeable corporate bonds to qualified investors.

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

3 Proposal on the Non-Public Issuance Plan for Exchangeable Corporate Bonds.

The Company’s Board of Directors has reviewed and approved, item by item, the proposed non-public issuance of exchangeable corporate bonds, as follows:

(1) Types of Bonds Issued

The bonds issued in this offering are corporate bonds that are convertible into A-shares of Guotai Junan Securities Co., Ltd. (hereinafter referred to as “Guotai Junan”), held by Dalian Refrigeration Co., Ltd. (stock code: 601211).

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

(2) Issuance Method and Scale

This issuance of exchangeable corporate bonds will be conducted through a non-public offering, with a total principal amount not exceeding RMB 400 million, and may be issued in a single tranche or in multiple tranches.

The specific issuance tranches and size will be submitted to the Shareholders’ Meeting for authorization of the Board of Directors, or of persons authorized by the Board, to determine at the time of issuance through consultation with the lead underwriter based on market conditions.

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

(3) Face Value and Issue Price

Each exchangeable corporate bond in this offering has a par value of RMB 100 and is issued at par.

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

(4) Issuance Targets

The offering of these exchangeable corporate bonds is directed to qualified investors who comply with the Measures for the Administration of the Issuance and Trading of Corporate Bonds and other relevant regulations on investor suitability management, with the total number of such investors not exceeding 200.

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

(5) Bond Maturity

The term of these exchangeable corporate bonds shall not exceed three years (inclusive), and they may be issued as a single-term instrument or as a hybrid instrument with multiple maturities.

The specific types and maturities of the securities will be submitted to the Shareholders’ Meeting for authorization of the Board of Directors, or of persons authorized by the Board, to determine at the time of issuance through consultation with the lead underwriter based on market conditions.

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

(6) Coupon Rate and Principal and Interest Repayment Terms

This exchangeable corporate bond features simple interest, calculated and paid annually, with annual interest payments and a one-time principal repayment at maturity.

The specific coupon rate will be submitted to the shareholders’ meeting for authorization of the board of directors, or of persons authorized by the board, to determine at the time of issuance through consultation with the lead underwriter based on market conditions.

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

(7) Initial Conversion Price

The initial conversion price for the exchangeable corporate bonds issued in this offering shall be no lower than 90% of either: (i) the closing price of Guotai Junan A-shares on the trading day immediately preceding the first day of bond issuance; or (ii) the average closing price of Guotai Junan A-shares over the twenty trading days immediately preceding the first day of bond issuance. If, during any of the aforementioned trading days, the share price has been adjusted due to a rights issue or dividend distribution, the trading price for the pre-adjustment trading day shall be calculated based on the price adjusted accordingly for such rights issue or dividend distribution.

The specific share exchange price shall be submitted to the shareholders’ meeting for authorization of the board of directors, or to the board’s authorized representatives, to determine at the time of issuance through consultation with the lead underwriter based on market conditions.

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

(8) Guarantee Measures

Prior to the issuance of these exchangeable corporate bonds, the Company has pledged a portion of its A-shares in Guotai Junan Securities as collateral to secure the exchange of the bonds into shares and the repayment of principal and interest.

Matters such as the initial pledge ratio, the scope of the pledge collateral, the maintenance margin ratio, and the method for calculating the maintenance margin ratio shall be submitted to the shareholders’ meeting for authorization of the board of directors, or to persons authorized by the board of directors, to negotiate and determine at the time of issuance in light of market conditions in consultation with the lead underwriter.

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

(9) Use of Proceeds

The proceeds from this issuance of exchangeable corporate bonds, after deducting issuance expenses, will be used to repay bank loans and/or replenish working capital, among other purposes.

The specific uses of the funds to be raised shall be submitted to the Shareholders’ Meeting for authorization, whereby the Board of Directors or persons authorized by the Board shall determine such uses at the time of issuance.

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

(10) Dedicated Account for Raised Funds

The Company will establish a dedicated escrow account for the proceeds from the issuance of these exchangeable corporate bonds, which shall be segregated from the Company’s other accounts and used exclusively for the receipt, safekeeping, transfer, and repayment of principal and interest on such bonds; such funds shall not be diverted for any other purpose.

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

(11) Debt-Servicing Guarantee Mechanism

During the term of these exchangeable corporate bonds, should there be an anticipated inability or failure to repay the principal and interest on time upon maturity, the Company shall agree to take at least the following measures and shall submit a proposal to the Shareholders’ Meeting for authorization of the Board of Directors, or of persons authorized by the Board, to implement such measures:

1) No cash dividends shall be distributed;

2) Temporarily suspend the implementation of major capital expenditure projects, such as significant outbound investments and acquisitions or mergers;

3) Reduce or suspend the salaries and bonuses of directors and senior management personnel;

4) Key responsible personnel shall not be transferred.

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

(12) Method of public listing and transfer

It is proposed to apply for the listing and transfer of these exchangeable corporate bonds on the Shanghai Stock Exchange.

The specific venue and method for the public listing and transfer shall be submitted to the Shareholders’ Meeting for authorization of the Board of Directors, or to persons authorized by the Board of Directors, to determine in accordance with the requirements of the regulatory authorities.

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

(13) Other Matters

Other matters relating to the issuance of these exchangeable corporate bonds (such as redemption and put mechanisms, the exchange period, adjustments and correction mechanisms for the exchange price, and default resolution mechanisms) shall be submitted to the Shareholders’ Meeting for authorization of the Board of Directors, or of persons authorized by the Board, to negotiate and determine at the time of issuance in light of market conditions in consultation with the lead underwriter.

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

(14) Validity Period

The validity period of the resolution on this non-public issuance of exchangeable corporate bonds shall commence on the date of its approval by the Shareholders’ Meeting and expire on the date that is 12 months after the Shanghai Stock Exchange issues a letter of no objection to the listing and transfer of such bonds.

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

4 Proposal on Requesting the Shareholders’ Meeting to Authorize the Board of Directors and Its Delegated Representatives to Handle, in Full, All Matters Related to the Non-public Issuance of Exchangeable Corporate Bonds.

In accordance with the Company’s proposed non-public issuance of exchangeable corporate bonds to specific investors, and in order to effectively coordinate the specific matters arising during the issuance process and to ensure the lawful and efficient completion of this issuance, the Board of Directors, pursuant to the provisions of the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Measures for the Issuance and Trading of Corporate Bonds, as well as other relevant laws, regulations, departmental rules, normative documents, and the Company’s Articles of Association, proposes that the Shareholders’ Meeting authorize the Board of Directors and any persons to whom the Board may delegate such authority, within the framework and principles set forth in the resolution of the Shareholders’ Meeting, to exercise full power to handle all specific matters related to this non-public issuance of exchangeable corporate bonds, including but not limited to:

(1) In accordance with applicable national laws and regulations, relevant provisions of the securities regulatory authorities, and resolutions passed by the Company’s Shareholders’ Meeting, and based on the actual circumstances of the Company and the market, to formulate, revise, and adjust the issuance terms of these exchangeable corporate bonds, including, but not limited to, determining the subscribers, the specific issuance size and tranches, the specific bond types and the composition of the bond maturities, the bond interest rate, the initial conversion price and the conversion period, the collateral arrangements, the specific uses of the proceeds, the debt-servicing guarantee mechanisms, the trading and circulation arrangements, the redemption and put mechanisms, the mechanisms for adjusting and revising the conversion price, and the default resolution mechanisms; and to decide on all matters related to the issuance terms, including the timing of this issuance and the dedicated account for the proceeds.

(2) Engage the intermediary institutions to provide services for this non-public issuance of exchangeable corporate bonds, including but not limited to the lead underwriter, bond trustee, law firm, and credit rating agency.

(3) To be responsible for the specific implementation of the application, filing, and listing and transfer of these exchangeable corporate bonds, including but not limited to: preparing, executing, amending, submitting, and implementing contracts, agreements, and other necessary legal documents related to the application, filing, and listing and transfer of these exchangeable corporate bonds (including, but not limited to, the offering circular, underwriting agreement, bond trustee management agreement, rules of the bondholders’ meeting, bond transfer service agreement, etc.); handling the pledge and share-exchange procedures for the Guotai Junan A-shares earmarked for exchange; preparing and submitting to the regulatory authorities application documents, response letters, closing documents, issuance documents, and other materials required for the review of the listing and transfer application; arranging post-issuance bond transfer transactions; and making relevant disclosures in accordance with applicable national laws and regulations, the relevant provisions of the securities regulatory authorities, and the company’s articles of association.

(4) Determine the specific arrangements for the use of raised funds within the designated purposes and the overall fund utilization plan based on actual circumstances.

(5) In accordance with applicable national laws and regulations, the relevant provisions of the securities regulatory authorities, and the terms set forth in the offering documents, to carry out, on a case-by-case basis, the ongoing management of these exchangeable corporate bonds, including but not limited to information disclosure, principal and interest repayment, supplementation of collateral, adjustment and implementation of the share-exchange price, as well as redemption and put-back procedures.

(6) In the event of changes in national laws, regulations, relevant policies of the securities regulatory authorities, or market conditions, except for matters that, pursuant to applicable laws, regulations, and the Company’s Articles of Association, must be re-examined by the Shareholders’ Meeting, the specific plan for this non-public issuance of exchangeable corporate bonds may be amended or adjusted in accordance with applicable laws, regulations, and the Company’s Articles of Association, as well as the opinions of the securities regulatory authorities (if any), or, depending on the circumstances, a decision may be made as to whether to postpone the issuance or to proceed with it.

(7) To assume full responsibility for handling all other matters related to the application, filing, and listing and transfer of these convertible corporate bonds.

(8) The foregoing authorization shall be effective from the date on which the resolution of the shareholders’ meeting is adopted until the date on which the aforementioned authorized matters have been duly completed.

The Board of Directors hereby proposes to the Shareholders’ Meeting that it authorize the Chairman to serve as the authorized representative for this issuance, to handle, on behalf of the Company, all matters related to the issuance of exchangeable corporate bonds within the scope and duration of such authorization as determined by the resolution of the Shareholders’ Meeting and as further delegated by the Board of Directors.

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

5. Proposal on Convening the Company’s Second Extraordinary General Meeting of 2017.

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

Among the foregoing proposals, Proposals 2, 3, and 4 still require approval at the Company’s Second Extraordinary General Meeting of 2017; in particular, Proposal 3 may be implemented only upon receipt of a no-objection letter from the Shanghai Stock Exchange.

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.

October 25, 2017