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Announcement of Resolutions Adopted at the Fourth Meeting of the Seventh Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2016-030
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the Fourth 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 April 7, 2016.
2. This board meeting was held on April 13, 2016, by way of written resolution.
3. Nine directors were entitled to vote, and 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. Proposal on the Vesting of the First Vesting Period under the Restricted Stock Incentive Plan.
Upon confirmation by the Board of Directors, the vesting conditions for the first vesting period under the Company’s Restricted Stock Incentive Plan have been satisfied. The Board hereby approves the Company’s execution of the first vesting tranche of restricted shares in accordance with the relevant provisions of the Draft Restricted Stock Incentive Plan and the authorization granted at the Company’s First Extraordinary General Meeting in 2015. A total of 41 eligible recipients meet the vesting conditions for the first vesting period, with a total of 3.045 million restricted shares becoming vested, representing 0.85% of the Company’s current total share capital.
The unlocking of this matter shall be carried out only after the relevant procedures have been completed by the company’s pertinent 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 advisory report. For details, please refer to the Cninfo website ( www.cninfo.com.cn ).
Directors Ji Zhijian, Xu Junrao, Liu Kai, and Ding Jie are the recipients of this equity incentive plan and, as related directors, have recused themselves from voting. The remaining independent directors participated in the vote on this proposal.
Approved: 5 votes; Opposed: 0 votes; Abstentions: 0 votes.
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.
April 14, 2016
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