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 Third Extraordinary General Meeting of Shareholders in 2016

Securities Code: 000530, 200530; Securities Abbreviation: Daling Shares, Daling B; Announcement No.: 2016-067
 
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the Third Extraordinary General Meeting of Shareholders in 2016
 
 
The Company and all members of the Board of Directors hereby warrant that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or material omissions.
 
    Special Note: No proposals were added, rejected, or amended at this shareholders’ meeting, nor were any resolutions passed at the previous shareholders’ meeting altered.
 
I. Meeting Convening and Attendance
(1) Status of the Meeting
1. Date and Time of the Meeting
On-site Meeting: Tuesday, September 13, 2016, at 3:00 p.m.
Online voting: September 12, 2016 – September 13, 2016. Among them:
(1) The specific time for online voting via the Shenzhen Stock Exchange trading system is from 9:30 a.m. to 11:30 a.m. and from 1:00 p.m. to 3:00 p.m. on September 13, 2016.
(2) The specific period for online voting via the Shenzhen Stock Exchange’s Internet Voting System is any time between 3:00 p.m. on September 12, 2016, and 3:00 p.m. on September 13, 2016.
2. Venue for the on-site meeting: Conference Room on the 8th Floor of the Company
3. Voting Method: A combination of in-person voting at the meeting, online voting, and solicitation of proxy votes from independent directors.
4. Convenor: The Company’s Board of Directors
5. Host: Ji Zhijian
6. The convening of the meeting complies with the provisions of applicable laws, administrative regulations, departmental rules, normative documents, and the Company’s Articles of Association.
The notice convening this meeting was published in the China Securities Journal and the Hong Kong Commercial Daily on August 26, 2016. The advisory announcement regarding the convening of this meeting was published in the China Securities Journal and the Hong Kong Commercial Daily on September 9, 2016.
 
(II) Attendance at the Meeting
1. Overall Attendance at the Meeting
A total of 92 shareholders and their proxies attended the meeting, representing 189,560,736 shares with voting rights, or 31.65% of the company’s total outstanding shares with voting rights of 598,892,558.
Among them:
A total of 10 shareholders and their proxies attended the on-site meeting, representing 184,878,956 shares with voting rights, or 30.87% of the company’s total outstanding shares with voting rights of 598,892,558.
A total of 82 shareholders and their proxies attended the meeting via online voting, representing 4,681,780 shares with voting rights, or 0.78% of the company’s total outstanding shares with voting rights of 598,892,558.
2. Attendance of A-share Shareholders
A total of 89 A-share shareholders and their proxies attended the meeting, representing 131,455,114 shares with voting rights, or 30.83% of the company’s total 426,392,558 A-share voting shares.
Among them:
A total of seven A-share shareholders and their proxies attended the on-site meeting, representing 126,773,334 shares with voting rights, or 29.73% of the company’s total of 426,392,558 A-share voting shares.
A total of 82 A-share shareholders and their proxies attended the meeting via online voting, representing 4,681,780 shares with voting rights, or 1.10% of the company’s total 426,392,558 A-share voting shares.
3. Attendance of B-share Holders
A total of three B-share shareholders and their proxies attended the meeting, representing 58,105,622 shares with voting rights, or 33.68% of the company’s total 172,500,000 B-share voting shares.
Among them:
A total of three B-share shareholders and their proxies attended the on-site meeting, representing 58,105,622 shares with voting rights, or 33.68% of the company’s total 172,500,000 B-share voting shares.
A total of 0 B-share shareholders and their proxies attended the meeting via online voting, holding 0 shares with voting rights, representing 0% of the company’s total 172,500,000 B-share shares entitled to vote.
4. Attendance of Other Personnel
Certain directors, supervisors, and senior management personnel of the company, as well as the witnessing attorney, attended the meeting.
 
 
II. Status of Deliberation and Voting on the Proposal
1. Voting Method for Proposals: Proposals at this shareholders’ meeting will be voted on through a combination of in-person voting and online voting.
2. The shareholders and their proxies in attendance at this shareholders’ meeting reviewed the agenda items and, following individual voting on each item, adopted the following resolutions:
(1) “Draft of the 2016 Restricted Stock Incentive Plan of Dalian Refrigeration Co., Ltd.”
 
1.1 Basis for Determining and Scope of Incentive Recipients

 

Voting rights held (shares)

Approved (shares)

Approval rate

Oppose (shares)

Abstentions (shares)

All shareholders in attendance

189,560,736

185,143,778

97.67%

4,312,796

104,162

Among them: A-share shareholders

131,455,114

127,569,106

97.04%

3,781,846

104,162

B-share shareholders

58,105,622

Fifty-seven million five hundred seventy-four thousand six hundred seventy-two

99.09%

530,950

0

Shareholders holding less than 5% of the shares

14,974,962

10,558,004

70.50%

4,312,796

104,162

Among them: A-share shareholders

9,371,590

5,485,582

58.53%

3,781,846

104,162

B-share shareholders

5,603,372

5,072,422

90.52%

530,950

0

1.2 Source, Quantity, and Allocation of Restricted Shares

 

Voting rights held (shares)

Approved (shares)

Approval rate

Oppose (shares)

Abstentions (shares)

All shareholders in attendance

189,560,736

185,143,778

97.67%

4,312,796

104,162

Among them: A-share shareholders

131,455,114

127,569,106

97.04%

3,781,846

104,162

B-share shareholders

58,105,622

Fifty-seven million five hundred seventy-four thousand six hundred seventy-two

99.09%

530,950

0

Shareholders holding less than 5% of the shares

14,974,962

10,558,004

70.50%

4,312,796

104,162

Among them: A-share shareholders

9,371,590

5,485,582

58.53%

3,781,846

104,162

B-share shareholders

5,603,372

5,072,422

90.52%

530,950

0

1.3 Term of the Incentive Plan, Grant Date, Lock-up Period, Vesting Period, and Restriction Period

 

Voting rights held (shares)

Approved (shares)

Approval rate

Oppose (shares)

Abstentions (shares)

All shareholders in attendance

189,560,736

185,143,778

97.67%

4,312,796

104,162

Among them: A-share shareholders

131,455,114

127,569,106

97.04%

3,781,846

104,162

B-share shareholders

58,105,622

Fifty-seven million five hundred seventy-four thousand six hundred seventy-two

99.09%

530,950

0

Shareholders holding less than 5% of the shares

14,974,962

10,558,004

70.50%

4,312,796

104,162

Among them: A-share shareholders

9,371,590

5,485,582

58.53%

3,781,846

104,162

B-share shareholders

5,603,372

5,072,422

90.52%

530,950

0


1.4 Grant Price of Restricted Shares and Method for Determining the Grant Price

 

Voting rights held (shares)

Approved (shares)

Approval rate

Oppose (shares)

Abstentions (shares)

All shareholders in attendance

189,560,736

185,143,778

97.67%

4,312,796

104,162

Among them: A-share shareholders

131,455,114

127,569,106

97.04%

3,781,846

104,162

B-share shareholders

58,105,622

Fifty-seven million five hundred seventy-four thousand six hundred seventy-two

99.09%

530,950

0

Shareholders holding less than 5% of the shares

14,974,962

10,558,004

70.50%

4,312,796

104,162

Among them: A-share shareholders

9,371,590

5,485,582

58.53%

3,781,846

104,162

B-share shareholders

5,603,372

5,072,422

90.52%

530,950

0

1.5 Grant and Vesting Conditions for Restricted Shares

 

Voting rights held (shares)

Approved (shares)

Approval rate

Oppose (shares)

Abstentions (shares)

All shareholders in attendance

189,560,736

185,256,628

97.73%

4,199,946

104,162

Among them: A-share shareholders

131,455,114

127,681,956

97.13%

3,668,996

104,162

B-share shareholders

58,105,622

Fifty-seven million five hundred seventy-four thousand six hundred seventy-two

99.09%

530,950

0

Shareholders holding less than 5% of the shares

14,974,962

10,670,854

71.26%

4,199,946

104,162

Among them: A-share shareholders

9,371,590

5,598,432

59.74%

3,668,996

104,162

B-share shareholders

5,603,372

5,072,422

90.52%

530,950

0

1.6 Methods and Procedures for Adjusting the Restricted Stock Incentive Plan

 

Voting rights held (shares)

Approved (shares)

Approval rate

Oppose (shares)

Abstentions (shares)

All shareholders in attendance

189,560,736

185,256,628

97.73%

4,199,946

104,162

Among them: A-share shareholders

131,455,114

127,681,956

97.13%

3,668,996

104,162

B-share shareholders

58,105,622

Fifty-seven million five hundred seventy-four thousand six hundred seventy-two

99.09%

530,950

0

Shareholders holding less than 5% of the shares

14,974,962

10,670,854

71.26%

4,199,946

104,162

Among them: A-share shareholders

9,371,590

5,598,432

59.74%

3,668,996

104,162

B-share shareholders

5,603,372

5,072,422

90.52%

530,950

0

1.7 Accounting Treatment of Restricted Stocks

 

Voting rights held (shares)

Approved (shares)

Approval rate

Oppose (shares)

Abstentions (shares)

All shareholders in attendance

189,560,736

185,256,628

97.73%

4,199,946

104,162

Among them: A-share shareholders

131,455,114

127,681,956

97.13%

3,668,996

104,162

B-share shareholders

58,105,622

Fifty-seven million five hundred seventy-four thousand six hundred seventy-two

99.09%

530,950

0

Shareholders holding less than 5% of the shares

14,974,962

10,670,854

71.26%

4,199,946

104,162

Among them: A-share shareholders

9,371,590

5,598,432

59.74%

3,668,996

104,162

B-share shareholders

5,603,372

5,072,422

90.52%

530,950

0

1.8 Implementation Procedures for the Restricted Stock Incentive Plan

 

Voting rights held (shares)

Approved (shares)

Approval rate

Oppose (shares)

Abstentions (shares)

All shareholders in attendance

189,560,736

185,256,628

97.73%

4,199,946

104,162

Among them: A-share shareholders

131,455,114

127,681,956

97.13%

3,668,996

104,162

B-share shareholders

58,105,622

Fifty-seven million five hundred seventy-four thousand six hundred seventy-two

99.09%

530,950

0

Shareholders holding less than 5% of the shares

14,974,962

10,670,854

71.26%

4,199,946

104,162

Among them: A-share shareholders

9,371,590

5,598,432

59.74%

3,668,996

104,162

B-share shareholders

5,603,372

5,072,422

90.52%

530,950

0

1.9 Rights and Obligations of the Company and the Incentive Recipient

 

Voting rights held (shares)

Approved (shares)

Approval rate

Oppose (shares)

Abstentions (shares)

All shareholders in attendance

189,560,736

185,256,628

97.73%

4,199,946

104,162

Among them: A-share shareholders

131,455,114

127,681,956

97.13%

3,668,996

104,162

B-share shareholders

58,105,622

Fifty-seven million five hundred seventy-four thousand six hundred seventy-two

99.09%

530,950

0

Shareholders holding less than 5% of the shares

14,974,962

10,670,854

71.26%

4,199,946

104,162

Among them: A-share shareholders

9,371,590

5,598,432

59.74%

3,668,996

104,162

B-share shareholders

5,603,372

5,072,422

90.52%

530,950

0

1.10 Handling of Changes in the Company/Incentive Recipient

 

Voting rights held (shares)

Approved (shares)

Approval rate

Oppose (shares)

Abstentions (shares)

All shareholders in attendance

189,560,736

185,256,628

97.73%

4,199,946

104,162

Among them: A-share shareholders

131,455,114

127,681,956

97.13%

3,668,996

104,162

B-share shareholders

58,105,622

Fifty-seven million five hundred seventy-four thousand six hundred seventy-two

99.09%

530,950

0

Shareholders holding less than 5% of the shares

14,974,962

10,670,854

71.26%

4,199,946

104,162

Among them: A-share shareholders

9,371,590

5,598,432

59.74%

3,668,996

104,162

B-share shareholders

5,603,372

5,072,422

90.52%

530,950

0

1.11 Principles for the Repurchase and Cancellation of Restricted Shares

 

Voting rights held (shares)

Approved (shares)

Approval rate

Oppose (shares)

Abstentions (shares)

All shareholders in attendance

189,560,736

185,256,628

97.73%

4,199,946

104,162

Among them: A-share shareholders

131,455,114

127,681,956

97.13%

3,668,996

104,162

B-share shareholders

58,105,622

Fifty-seven million five hundred seventy-four thousand six hundred seventy-two

99.09%

530,950

0

Shareholders holding less than 5% of the shares

14,974,962

10,670,854

71.26%

4,199,946

104,162

Among them: A-share shareholders

9,371,590

5,598,432

59.74%

3,668,996

104,162

B-share shareholders

5,603,372

5,072,422

90.52%

530,950

0

(2) Management Measures for the Assessment under the 2016 Restricted Stock Incentive Plan of Dalian Refrigeration Co., Ltd.

 

Voting rights held (shares)

Approved (shares)

Approval rate

Oppose (shares)

Abstentions (shares)

All shareholders in attendance

189,560,736

185,143,778

97.67%

4,416,958

0

Among them: A-share shareholders

131,455,114

127,569,106

97.04%

3,886,008

0

B-share shareholders

58,105,622

Fifty-seven million five hundred seventy-four thousand six hundred seventy-two

99.09%

530,950

0

Shareholders holding less than 5% of the shares

14,974,962

10,558,004

70.50%

4,416,958

0

Among them: A-share shareholders

9,371,590

5,485,582

58.53%

3,886,008

0

B-share shareholders

5,603,372

5,072,422

90.52%

530,950

0

(3) Proposal to Submit to the Shareholders’ Meeting of Dalian Refrigeration Co., Ltd. for Authorization of the Board of Directors to Handle Matters Related to the Company’s 2016 Restricted Stock Incentive Plan

 

Voting rights held (shares)

Approved (shares)

Approval rate

Oppose (shares)

Abstentions (shares)

All shareholders in attendance

189,560,736

185,143,778

97.67%

4,416,958

0

Among them: A-share shareholders

131,455,114

127,569,106

97.04%

3,886,008

0

B-share shareholders

58,105,622

Fifty-seven million five hundred seventy-four thousand six hundred seventy-two

99.09%

530,950

0

Shareholders holding less than 5% of the shares

14,974,962

10,558,004

70.50%

4,416,958

0

Among them: A-share shareholders

9,371,590

5,485,582

58.53%

3,886,008

0

B-share shareholders

5,603,372

5,072,422

90.52%

530,950

0


In addition, the Supervisory Board provided an explanation at the Shareholders’ Meeting regarding its verification of the list of incentive recipients.
For detailed information on the proposal, please refer to the Company’s announcement of the relevant Board of Directors’ resolution, published on August 26, 2016, in the China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.
III. Legal Opinion Issued by the Attorney
1. Name of the Law Firm: Liaoning Huaxia Law Firm
2. Attorneys: Bao Jingxin and Liu Meijing
3. Concluding Opinion:
“The firm’s counsel is of the opinion that the convening and conduct of the Company’s current shareholders’ meeting comply with the provisions of the Company Law, the Rules of the Shareholders’ Meeting, the Detailed Rules on Online Voting, and other applicable laws, regulations, normative documents, and the Company’s Articles of Association; that the qualifications of the attendees and the convener of the meeting are lawful and valid; and that the voting procedures and voting results of the meeting are lawful and valid.”
IV. Supporting Documents for Reference
1. The resolution of the shareholders’ meeting, signed and confirmed by the directors in attendance and the secretary, and sealed with the board’s official seal;
2. Legal Opinion;
3. Other documents required by the Shenzhen Stock Exchange.
 
Board of Directors of Dalian Refrigeration Co., Ltd.
September 14, 2016
 

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