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Announcement of Resolutions Adopted at the 13th Meeting of the Sixth Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2014-031
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the 13th Meeting of the Sixth 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 December 2, 2014.
2. This board meeting was held on December 9, 2014, by way of on-site voting.
3. Nine directors were expected to attend; all nine directors were present.
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 Draft 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 support of this proposal and approved it.
Directors Ji Zhijian, Xu Junrao, Liu Kai, and Wang Zhiqiang, who are the recipients of this equity incentive plan, are related directors and have recused themselves from voting. The remaining independent directors participated in the vote on this proposal.
(For details, please refer to Cninfo at http://www.cninfo.com.cn.)
Approval: 5 votes; Opposition: 0 votes; Abstention: 0 votes.
2. Measures for the Assessment and Management of the Restricted Stock Incentive Plan of Dalian Refrigeration Co., Ltd.
Directors Ji Zhijian, Xu Junrao, Liu Kai, and Wang Zhiqiang, who are the recipients of this equity incentive plan, are related directors and have recused themselves from voting. The remaining independent directors participated in the vote on this proposal.
(For details, please refer to Cninfo at http://www.cninfo.com.cn.)
Approval: 5 votes; Opposition: 0 votes; Abstention: 0 votes.
3. Proposal on Submitting to the Shareholders’ Meeting of Dalian Refrigeration Co., Ltd. a Request for Authorization to the Board of Directors to Handle Matters Related to the Company’s Restricted Stock Incentive Plan.
(1) To ensure the smooth implementation of the Company’s 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) Confirm 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 within the total grant limit approved by the shareholders’ meeting;
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) Upon the occurrence of any circumstances specified in the Restricted Stock Incentive Plan that necessitate the repurchase and cancellation of restricted shares that have not yet been vested for the incentive recipients, undertake all matters necessary for the repurchase and cancellation of such shares;
6) To formulate or amend, from time to time, the rules for the administration and implementation of 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 such requisite approvals before implementing such amendments.
7) The Board of Directors may resolve to terminate the implementation of the equity incentive plan when it deems necessary;
8) To execute, amend, and terminate any agreements and other related agreements pertaining to the equity incentive plan;
9) Appoint intermediary institutions, such as the collecting bank, accountants, and lawyers, for the implementation of the equity incentive plan;
10) 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 requiring exercise 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 approvals, registrations, filings, verifications, and consents with respect to the equity incentive plan before the relevant government authorities and institutions; to sign, execute, amend, and finalize all documents to be submitted to such 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, undertakings, and matters 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.
Directors Ji Zhijian, Xu Junrao, Liu Kai, and Wang Zhiqiang, who are the recipients of this equity incentive plan, are related directors and have recused themselves from voting. The remaining independent directors participated in the vote on this proposal.
Approvals: 5; Opposites: 0; Abstentions: 0.
Matters 1, 2, and 3 set forth above shall be submitted to the Shareholders’ Meeting for deliberation only after the “Draft Restricted Stock Incentive Plan of Dalian Refrigeration Co., Ltd.” and other relevant materials have been filed with the China Securities Regulatory Commission without objection. The Company’s Board of Directors will issue a separate notice in accordance with the applicable procedures regarding the convening of the Shareholders’ Meeting to deliberate the aforementioned proposals.
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.
December 10, 2014
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