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Announcement of Resolutions Adopted at the Eighth Meeting of the Seventh Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2016-057
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the Eighth Meeting of the Seventh 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.
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I. Status of Board Meetings
1. Notice of this Board of Directors meeting was served in writing on August 15, 2016.
2. This board meeting was held on August 25, 2016, by way of on-site voting.
3. Nine directors were entitled 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. The Company’s 2016 Semi-Annual Report and its Summary.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
2. Report on Capital Increase for the Wholly-Owned Subsidiary.
To further facilitate the smooth upgrade of the qualifications of our wholly owned subsidiary, Dalian Bingshan Group Engineering Co., Ltd. (hereinafter referred to as “Bingshan Engineering”), and to strengthen and expand its operations, the Company proposes to inject RMB 21 million in cash into Bingshan Engineering.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
3. Report on the Capital Increase for Dalian Fuji Iceberg Vending Machine Co., Ltd.
To capitalize on the rapidly growing Chinese vending machine market and better meet its demands, the Company plans to jointly increase capital in Dalian Fuji–Iceberg Vending Machine Co., Ltd. (hereinafter referred to as “Fuji–Iceberg”) with Fuji Electric Co., Ltd., using cash contributions. The total amount of the capital increase is JPY 2.2 billion, to be subscribed by the two shareholders in two tranches in proportion to their respective original equity stakes: the first tranche of JPY 680 million is to be paid by September 30, 2016, and the second tranche of JPY 1.52 billion is to be paid by June 30, 2019. The Company holds a 49% equity interest in Fuji–Iceberg; accordingly, it is required to contribute JPY 333.2 million in the first tranche (equivalent to approximately RMB 22.12 million based on recent exchange rates) and JPY 744.8 million in the second tranche (equivalent to approximately RMB 49.46 million based on recent exchange rates).
This proposal constitutes a related-party transaction. On August 15, 2016, the Company’s independent directors granted their prior approval for this proposal and agreed to submit it to the Board of Directors for consideration. Related directors Ji Zhijian, Xu Junrao, Kudo Shin, and Kijima Tadatoshi recused themselves from the deliberation of this proposal.
For detailed information, please refer to the “Announcement of Dalian Refrigeration Co., Ltd. on Related-Party Transaction Involving Capital Increase in Dalian Fuji Iceberg Vending Machine Co., Ltd.” disclosed concurrently with this announcement.
Approved: 5 votes; Opposed: 0 votes; Abstentions: 0 votes.
4. Report on the Use of Bank Acceptance Bills to Pay for Funds Required for Fund-Raising Investment Projects and the Subsequent Full Replacement with Proceeds from the Fund Raising.
The Company intends to use bank acceptance bills to fund the projects financed by the proceeds of the offering and to subsequently replace such funds with an equivalent amount of the offering proceeds.
For detailed information, please refer to the “Announcement of Dalian Refrigeration Co., Ltd. on Using Bank Acceptance Bills to Pay for Funds Required for Projects Funded by Raised Capital and Replacing Such Funds in Equal Amount with Raised Capital,” which was disclosed concurrently with this announcement.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
5. Special Report on the Deposit and Use of Funds Raised in the First Half of 2016.
(See Cninfo for details) http://www.cninfo.com.cn )
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
6. Proposal on the “Draft 2016 Restricted Stock Incentive Plan of Dalian Refrigeration Co., Ltd.” and its Summary.
This proposal was drafted by the Company’s Compensation and Assessment Committee in accordance with applicable laws and regulations and submitted to the Board of Directors for consideration. The Company’s independent directors have issued an independent opinion in favor of this proposal.
Director Ding Jie, as an eligible participant under this equity incentive plan, is a related director and has recused himself from voting. The remaining independent directors have participated in the voting on this proposal.
(See Cninfo for details) http://www.cninfo.com.cn )
Approved: 8 votes; Opposed: 0 votes; Abstentions: 0 votes.
7. Proposal on the “Management Measures for the Performance Assessment of the 2016 Restricted Stock Incentive Plan of Dalian Refrigeration Co., Ltd.”
Director Ding Jie, as an eligible participant under this equity incentive plan, is a related director and has recused himself from voting. The remaining independent directors have participated in the voting on this proposal.
(See Cninfo for details) http://www.cninfo.com.cn )
Approved: 8 votes; Opposed: 0 votes; Abstentions: 0 votes.
8. Proposal to Submit to the Shareholders’ Meeting of Dalian Refrigeration Co., Ltd. for Authorization of the Board of Directors to Handle Matters Related to the Company’s 2016 Restricted Stock Incentive Plan.
(1) To ensure the smooth implementation of the Company’s 2016 Restricted Stock Incentive Plan, the Board of Directors proposes that the Shareholders’ Meeting authorize the Board to handle the following matters related to the implementation of the Incentive Plan:
1) Verify the eligibility and conditions of the incentive recipients to participate in the equity incentive plan, and determine the list of recipients and the number of shares to be granted to each;
2) Determine the grant date for the restricted stock plan, and upon the eligible recipients meeting the requisite conditions, grant shares to such recipients and complete all matters necessary for the grant and vesting of the granted shares;
3) Review and confirm the eligibility and vesting conditions of the incentive recipients, and, in accordance with the provisions of the Restricted Stock Incentive Plan, handle all matters related to the vesting for eligible recipients;
4) In the event that the number of underlying shares or the grant price needs to be adjusted due to a stock split, dividend distribution, or other reasons, such adjustments shall be made in accordance with the principles and procedures set forth in the equity incentive plan.
5) To formulate or amend, from time to time, the management and implementation rules for the equity incentive plan, provided that such formulations or amendments are consistent with the terms of the plan. However, if applicable laws, regulations, or relevant regulatory authorities require that such amendments be approved by the shareholders’ meeting and/or the relevant regulatory authorities, then the Board of Directors must obtain the requisite approval for such amendments.
6) To execute, amend, and terminate any agreements and other related instruments pertaining to the equity incentive plan;
7) Appoint intermediary institutions, such as the collecting bank, accountants, and lawyers, for the implementation of the equity incentive plan;
8) Other necessary matters required for the implementation of the equity incentive plan, except for those rights that are expressly stipulated in the relevant documents as being exercisable by the Shareholders’ Meeting.
(2) To propose to the Company’s Shareholders’ Meeting that the Board of Directors be authorized to handle, on behalf of the Company, all necessary approval, registration, filing, ratification, and consent procedures with the relevant government authorities and institutions in connection with the equity incentive plan; to sign, execute, amend, and finalize all documents to be submitted to such government authorities, institutions, organizations, and individuals; to amend the Company’s Articles of Association and effect the registration of changes to the Company’s registered capital; and to take any and all actions, matters, and affairs that the Board deems necessary, appropriate, or suitable in connection with the equity incentive plan.
(3) Submit for approval by the Company’s Shareholders’ Meeting the authorization granted to the Board of Directors, with the authorization period corresponding to the term of the equity incentive plan.
Director Ding Jie, as an incentive recipient under this equity incentive plan, is a related director and has recused himself from voting. The remaining independent directors have participated in the voting on this proposal.
Approved: 8 votes; Opposed: 0 votes; Abstentions: 0 votes.
9. Proposal on Matters Relating to the Convening of the Third Extraordinary Shareholders’ Meeting of 2016.
(See Cninfo for details) http://www.cninfo.com.cn )
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
Among the foregoing proposals, Proposals 6, 7, and 8 still require approval by the Company’s Third Extraordinary General Meeting of 2016.
III. Supporting Documents for Review
1. A board resolution signed by the directors in attendance and sealed with the board’s official seal.
2. Opinion of the Independent Directors.
Board of Directors, Dalian Refrigeration Co., Ltd.
August 26, 2016
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