Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.

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Announcement of Resolutions Adopted at the 15th Meeting of the Sixth Board of Directors

Announcement of Resolutions Adopted at the 15th Meeting of the Sixth Board of Directors
 
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2015-012
 
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the 15th Meeting of the Sixth Board of Directors
 
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.
 
I. Status of Board Meetings
1. Notice of this Board of Directors meeting was issued in writing on February 25, 2015.
2. This board meeting was convened by facsimile on March 4, 2015.
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. Report on the Grant of Restricted Stocks to Incentive Recipients
In accordance with the Provisions on the Administration of Equity Incentives for Listed Companies (Trial), Memoranda No. 1–3 on Matters Related to Equity Incentives, and the Restricted Stock Incentive Plan of Dalian Refrigeration Co., Ltd., as well as the authorization granted by the Company’s First Extraordinary General Meeting of Shareholders in 2015, the Board of Directors has determined that the vesting conditions set forth in the Company’s Restricted Stock Incentive Plan have been satisfied. Accordingly, the Board approves March 4, 2015, as the grant date and authorizes the grant of 10.15 million restricted shares to 41 eligible recipients.
The company’s independent directors have issued an independent opinion on this proposal and approved it.
Directors Ji Zhijian, Xu Junrao, Liu Kai, and Wang Zhiqiang are the recipients of the equity incentive plan and, as related directors, 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.)
Approved: 5 votes; Opposed: 0 votes; Abstentions: 0 votes.
2. Report on the Absorption Merger of a Subsidiary by Another Subsidiary
To effectively integrate internal resources, it is proposed that Dalian Bingshan Lingshi Quick-Freezing Equipment Co., Ltd. (“Bingshan Lingshi”), a controlled subsidiary of the Company, absorb and merge its wholly owned subsidiary, Dalian Bingshan Metal Processing Co., Ltd. (“Bingshan Metal Processing”).
Prior to this absorption merger, the Company held a 70% equity interest in Bingshan Lingshe and a 100% equity interest in Bingshan Metal Processing; Nippon Kokusai Lingshe Kogyo Co., Ltd. held a 30% equity interest in Bingshan Lingshe.
The base date for this absorption merger is December 31, 2014, and the merger pricing is based on the assets and liabilities as reflected in the third-party audit report as of December 31, 2014, plus any changes arising from the results of ordinary business operations up to the effective date of the merger.
Following this absorption merger, Bingshan Lingshe will remain the surviving entity, with the Company holding a 95% equity interest in Bingshan Lingshe and Nippon Kokusai Lingshe Kogyo Co., Ltd. holding a 5% equity interest.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
3. Report on the By-election of Members of the Company’s Board of Directors’ Special Committees.
Elect Dai Dashuang (Independent Director) and Liu Jiwei (Independent Director) as members of the Company’s Audit Committee, and approve Liu Jiwei as the Chair of the Audit Committee.
Elect Dai Dashuang (Independent Director) and Liu Jiwei (Independent Director) as members of the Company’s Board of Directors’ Compensation and Assessment Committee, and approve Liu Jiwei as the Chair of the Compensation and Assessment Committee.
Approved: 9 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.
March 5, 2015

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