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Announcement of Resolutions Adopted at the 14th Meeting of the 7th Board of Directors
Securities Code: 000530 ; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2017-026
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the 14th Meeting of the 7th 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. |
I. Status of Board Meetings
1. Notice of this Board of Directors meeting was served in writing on May 4, 2017.
2. This board meeting was held on May 12, 2017, by means of written voting.
3. Five directors were required to vote; all five 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. Proposal on the Vesting of the Second Vesting Period under the 2015 Restricted Stock Incentive Plan.
Upon confirmation by the Board of Directors, the vesting conditions for the second vesting period under the Company’s 2015 Restricted Stock Incentive Plan have been satisfied. The Board hereby approves the Company’s execution of the procedures for the second vesting tranche of the 2015 Restricted Stock Incentive Plan in accordance with the relevant provisions of the 2015 Draft Restricted Stock Incentive Plan and the authorization granted at the Company’s First Extraordinary General Meeting in 2015. A total of 41 eligible recipients meet the vesting conditions for the second vesting period, with a total of 6.09 million restricted shares becoming vested, representing 0.995% of the Company’s current total share capital.
The unlocking of these shares will be contingent upon the completion of all necessary procedures with the relevant company departments, and a separate announcement will be made at that time.
The company’s independent directors and the Supervisory Board have issued their opinions on this matter; Liaoning Huaxia Law Firm has provided a legal opinion; and Shanghai Rongzheng Investment Consulting Co., Ltd. has issued an independent financial advisor report. For further details, please refer to the CNINFO website (www.cninfo.com.cn).
Directors Ji Zhijian, Xu Junrao, Liu Kai, and Ding Jie, as recipients under this equity incentive plan, are deemed related directors and have recused themselves from voting. The remaining independent directors have participated in the vote on this proposal.
Approvals: 5; Opposites: 0; Abstentions: 0.
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, Dalian Refrigeration Co., Ltd.
May 13, 2017