2017 Document No. 2 for the Second Extraordinary General Meeting of the Year

Proposal on the Non-public Issuance Plan for Exchangeable Corporate Bonds

Dear Shareholders:

The Company’s proposed non-public issuance of exchangeable corporate bonds is as follows:

1 , Types of Bonds Issued

The type of bonds issued this time is exchangeable for shares of Guotai Junan Securities Co., Ltd. held by Dalian Refrigeration Co., Ltd. (hereinafter referred to as “ CITIC Securities ” ) A Stock (stock code: 601211 ) corporate bonds.

2 , Issuance Method and Scale

This issuance of exchangeable corporate bonds will be conducted through a non-public offering, with the aggregate principal amount of the bonds not exceeding RMB. 4 RMB 100 million, which may be issued in a single tranche or in installments.

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.

3 , Face Value and Issue Price

The par value of each exchangeable corporate bond in this issuance is 100 The yuan is issued at par value.

4 , Issuance Target

The subscribers for this issuance of exchangeable corporate bonds shall be 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; the total number of such subscribers shall not exceed 200 Name.

5 , Bond Maturity

The term of these exchangeable corporate bonds shall not exceed 3 Year (including 3 year), which may be a single-term product or a mixed product with multiple terms.

The specific types and maturities of the securities will be submitted to the shareholders’ meeting for authorization, whereby the board of directors or persons authorized by the board shall, at the time of issuance, determine such details through consultation with the lead underwriter in light of market conditions.

6 , Coupon Rate and Principal and Interest Repayment Method

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.

7 , Initial Conversion Price

The initial conversion price for the exchangeable corporate bonds issued this time shall not be lower than the closing price of Guotai Junan on the trading day immediately preceding the first day of bond issuance. A Ninety percent of the stock’s closing price and ninety percent of the average closing price over the twenty trading days preceding the date of the offering. If, during any of the aforementioned trading days, the stock price has been adjusted due to rights adjustments or dividend distributions, the trading price for the trading day prior to such adjustment shall be calculated based on the price adjusted accordingly for the rights and dividend changes.

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.

8 , Guarantee Measures

Prior to the issuance of these exchangeable corporate bonds, the company held a portion of Guotai Junan. A The shares are pledged as collateral to secure the conversion of the current exchangeable corporate bonds 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 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.

9 , Use of Raised Funds

The proceeds from this issuance of exchangeable corporate bonds, after deducting issuance expenses, will be used by the company to repay bank loans and / or for purposes such as replenishing working capital, etc.

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.

10 , Dedicated Fund-Raising Account

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 the bonds; such funds may not be diverted for any other purpose.

11 , Debt-Servicing Guarantee Mechanism

During the term of these exchangeable corporate bonds, should there be an anticipated inability or failure to make timely principal and interest payments 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 profit distribution shall be made in cash;

（ 2 ) Temporarily suspend the implementation of major capital expenditure projects, such as significant overseas 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.

12 , the method of transfer via public listing

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.

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.

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 upon the Shanghai Stock Exchange’s issuance of a no-objection letter regarding the listing and transfer of such bonds. Full 12 month Until that day.

Please review the above report.

                              2017 year 11 month 10 day