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Iceberg Cold & Heat Technology Co., Ltd.

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Announcement of Resolutions Adopted at the 12th Meeting of the 7th Board of Directors

 
	Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2017-003 

 
	Dalian Refrigeration Co., Ltd. 

 
	Announcement of Resolutions Adopted at the 12th Meeting of the 7th 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 served in writing on February 7, 2017. 

 
	2. This board meeting was held on February 15, 2017, by way of written resolution. 

 
	3. Eight directors were required to vote, and all eight 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 Acquisition of Equity in Dalian Bingshan International Trading Co., Ltd. 

 
	The Company agrees to acquire a 76% equity interest in Dalian Bingshan International Trading Co., Ltd. (“Bingshan International”) held by Dalian Bingshan Group Co., Ltd. Upon completion of this equity transfer, the Company will hold a 100% equity interest in Bingshan International. 

 
	The consideration for this equity transfer is based on the net asset valuation report issued by a third-party appraisal agency as of December 31, 2016, and has been mutually agreed upon by both parties at RMB 56.15 million. 

 
	The aforementioned transaction constitutes a related-party transaction. On February 7, 2017, the Company’s independent directors provided their prior approval for this proposal and agreed to submit it to the Board of Directors for consideration. Related directors Ji Zhijian and Xu Junrao recused themselves from the deliberation of this proposal. 

 
	Approved: 6 votes; Opposed: 0 votes; Abstentions: 0 votes. 

 
	This proposal still needs to be submitted for consideration at the Company’s First Extraordinary General Meeting of 2017. 

 
	2. Report on the Acquisition of Equity in Dalian Bingshan Metal Technology Co., Ltd. 

 
	The Company agrees to acquire a 49% equity interest in Dalian Bingshan Metal Technology Co., Ltd. (“Bingshan Metal Technology”) held by Dalian Bingshan Group Co., Ltd. Upon completion of this equity transfer, the Company will hold a 49% equity interest in Bingshan Metal Technology. 

 
	The consideration for this equity transfer is based on the net asset valuation report issued by a third-party appraisal agency as of December 31, 2016, and has been mutually agreed upon by both parties at RMB 172.95 million. 

 
	The aforementioned transaction constitutes a related-party transaction. On February 7, 2017, the Company’s independent directors provided their prior approval for this proposal and agreed to submit it to the Board of Directors for consideration. Related directors Ji Zhijian and Xu Junrao recused themselves from the deliberation of this proposal. 

 
	Approved: 6 votes; Opposed: 0 votes; Abstentions: 0 votes. 

 
	This proposal still needs to be submitted for consideration at the Company’s First Extraordinary General Meeting of 2017. 

 
	3. Report on Participation in Securities Lending Transactions under the Securities Margin Trading and Lending Program. 

 
	The Company agrees to use up to 25 million shares of “Guotai Junan” stock held by the Company for participation in securities lending transactions under the Securities Margin Trading and Lending Program. The Company’s Securities Compliance Department is authorized to handle all subsequent specific matters related to this transaction in accordance with the relevant regulations of the regulatory authorities and the stock exchanges. 

 
	Approved: 8 votes; Opposed: 0 votes; Abstentions: 0 votes. 

 
	4. Report on Candidates for the Company’s Board of Directors. 

 
	One vacancy has arisen on the Company’s Seventh Board of Directors due to the resignation of a director, necessitating a by-election. 

 
	Agree to the nomination  Toshiyuki Takagi  Nominee for Director of the Company’s Seventh Board of Directors. 

 
	The company’s independent directors unanimously approved the aforementioned individuals as candidates for election to the seventh session of the Board of Directors. 

 
	Approved: 8 votes; Opposed: 0 votes; Abstentions: 0 votes. 

 
	This proposal still needs to be submitted for consideration at the Company’s First Extraordinary General Meeting of 2017. 

 
	5. Report on the Actual Amount of the Company’s 2016 Routine Related-Party Transactions Exceeding the Estimated Amount. 

 
	According to preliminary statistics from the Company’s Financial Management Department, the actual amount of routine related-party transactions for the year 2016 was approximately RMB 881.48 million, of which the actual amount of purchases of complete-set project supporting products from related parties was approximately RMB 501.30 million, and the actual amount of sales of supporting components to related parties was approximately RMB 380.18 million. 

 
	In 2016, the Company’s actual amount of routine related-party transactions exceeded the total projected amount by RMB 111.48 million, with the actual amount of purchases from related parties of complete-set project supporting products exceeding the projected amount by RMB 121.30 million, and the actual amount of sales to related parties of supporting components falling short of the projected amount by RMB 9.82 million. 

 
	On February 7, 2017, the Company’s independent directors provided their prior approval for this proposal and agreed to submit it to the Board of Directors for consideration. Related directors Ji Zhijian, Xu Junrao, and Ding Jie recused themselves from the deliberation of this proposal. 

 
	Approved: 5 votes; Opposed: 0 votes; Abstentions: 0 votes. 

 
	6. Proposal on Matters Relating to the Convening of the First Extraordinary Shareholders’ Meeting of 2017. 

 
	Approved: 8 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. 

 
	February 16, 2017 

 
	Attachment: Biographical Sketches of Candidates for the Seventh Board of Directors 

 
	Toshiyuki Takagi, male, born in 1957, joined Matsushita Electric Industrial Co., Ltd. in 1983. He has since held positions at the company’s Technical Headquarters, Information Equipment Headquarters, Personal Computer Division, IT Products Division, AVC Network Company, and Panasonic System Networks Co., Ltd. He currently serves as an executive of Matsushita Electric Industrial Co., Ltd., Vice President of the Electrical Residential Equipment and Appliance Division, and President of the Air Conditioning Business Company. He does not hold any shares in the company, has never been penalized by the China Securities Regulatory Commission or other relevant authorities, nor subjected to disciplinary actions by stock exchanges, and is not listed as a discredited person subject to enforcement. 