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Announcement of Resolutions Adopted at the Sixth Session of the Sixth Board of Supervisors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2016-058
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the Sixth Session of the Sixth Board of Supervisors
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The Company and all members of the Supervisory Board hereby guarantee that the contents of this announcement are true, accurate, and complete, and that there are no false records, misleading statements, or material omissions.
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I. Status of the Supervisory Board Meetings
1. Notice of this Supervisory Board meeting was issued in writing on August 15, 2016.
2. This meeting of the Supervisory Board was held on August 25, 2016, in the Company’s Fifth-Floor Conference Room, by way of on-site voting.
3. The required number of supervisors to attend the meeting is three, and the actual number of supervisors who attended is three.
4. This meeting of the Supervisory Board was chaired by Mr. Yu Fuchun, Chairman of the Supervisory Board.
5. The convening of this meeting of the Supervisory Board complies with the provisions of applicable laws, administrative regulations, departmental rules, normative documents, and the Company’s Articles of Association.
II. Review of the Supervisory Board Meeting
1. The Company’s 2016 Semi-Annual Report and its Summary;
Approved: 3 votes; Opposed: 0 votes; Abstentions: 0 votes.
2. Written Audit Opinion on the 2016 Semi-Annual Report.
Approved: 3 votes; Opposed: 0 votes; Abstentions: 0 votes.
Upon review, the Supervisory Board is of the opinion that the procedures adopted by the Board of Directors in preparing and deliberating the Company’s 2016 Semi-Annual Report comply with applicable laws, administrative regulations, and the provisions of the China Securities Regulatory Commission, and that the contents of the report faithfully, accurately, and comprehensively reflect the Company’s actual situation, without any false records, misleading statements, or material omissions.
3. Proposal on the “Draft 2016 Restricted Stock Incentive Plan of Dalian Refrigeration Co., Ltd.” and its Summary.
Upon review, the Supervisory Board is of the opinion that the “Draft 2016 Restricted Stock Incentive Plan of Dalian Refrigeration Co., Ltd.” (hereinafter referred to as the “Draft 2016 Restricted Stock Incentive Plan”) and its summary comply with the provisions of the Company Law, the Securities Law, the Measures for the Administration of Equity Incentives for Listed Companies, and other relevant laws, regulations, and normative documents; that such plan is conducive to the company’s sustainable development; and that it does not prejudice the interests of the company or all shareholders.
This proposal still needs to be submitted to the Company’s Third Extraordinary General Meeting of 2016 for consideration.
Approved: 3 votes; Opposed: 0 votes; Abstentions: 0 votes.
4. “Assessment and Management Measures for the 2016 Restricted Stock Incentive Plan of Dalian Refrigeration Co., Ltd.”
Upon deliberation, the Company’s Supervisory Board is of the view that the “Assessment and Management Measures for the 2016 Restricted Stock Incentive Plan of Dalian Refrigeration Co., Ltd.” are designed to ensure the smooth implementation of the company’s equity incentive plan, to guarantee its compliant operation, to promote the company’s sustainable development, and to safeguard the interests of the company and all shareholders.
This proposal still needs to be submitted for consideration at the Company’s Third Extraordinary General Meeting of 2016.
Approved: 3 votes; Opposed: 0 votes; Abstentions: 0 votes.
5. Proposal on Verifying the List of Eligible Participants under the 2016 Restricted Stock Incentive Plan of Dalian Refrigeration Co., Ltd.
The Company’s Supervisory Board has conducted a prudent review of the eligibility of the recipients identified in the “2016 Restricted Stock Incentive Plan (Draft)” and concludes as follows: The individuals listed as recipients under the Company’s current Restricted Stock Incentive Plan possess the requisite qualifications for office as stipulated in the Company Law, the Company Charter, and other applicable laws, regulations, and normative documents; they are not subject to any disqualifications under the Measures for the Administration of Equity Incentives for Listed Companies; they fall within the scope of eligible recipients set forth in the Company’s “2016 Restricted Stock Incentive Plan (Draft)” and its summary; and their status as eligible recipients under the current Restricted Stock Incentive Plan is lawful and valid.
Approved: 3 votes; Opposed: 0 votes; Abstentions: 0 votes.
6. Proposal on Using Bank Acceptance Bills to Pay for Funds Required for Fund-Raising Investment Projects and Replacing Such Funds with an Equal Amount of Proceeds from the Fund-Raising.
The Company’s Supervisory Board has reviewed the Company’s “Report on Using Bank Acceptance Bills to Pay for Funds Required for Fund-Raising Investment Projects and Replacing Such Funds with an Equal Amount of Proceeds from the Offering.” The Company’s decision to use bank acceptance bills to finance these investment projects and subsequently replace the corresponding amounts with proceeds from the offering is conducive to enhancing capital utilization efficiency and reducing financial expenses. At the same time, the Company has established appropriate operational procedures that are lawful and compliant in both content and procedure, do not impede the normal implementation of the fund-raising investment projects, and do not involve any disguised alteration of the intended use of the raised funds or any infringement upon the interests of shareholders. Therefore, the Supervisory Board approves the Company’s use of bank acceptance bills to pay for the funds required for the fund-raising investment projects and its subsequent replacement of such amounts with an equal amount of proceeds from the offering.
Approved: 3 votes; Opposed: 0 votes; Abstentions: 0 votes.
III. Supporting Documents for Review
1. Resolution of the Supervisory Board signed by the attending supervisors
Supervisory Board of Dalian Refrigeration Co., Ltd.
August 26, 2016
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