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 21st Meeting of the 7th Board of Directors

Securities Code: 000530;200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2018-021

 

Dalian Refrigeration Co., Ltd.

Announcement of Resolutions Adopted at the 21st 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, dated 2018 year 4 month 25 Issued in writing on a daily basis.

2 , This board meeting was held on 2018 year 5 month 4 It was convened by written ballot.

3 , Directors who should vote 5 Person, actual voting director 5 Person.

4、 The convening of this board meeting is in compliance with the relevant laws, administrative regulations, departmental rules, normative documents, and the Company’s Articles of Association.

II. Review of the Board Meeting

1 , regarding 2015 Proposal on the Vesting of the Third Vesting Period under the Annual Restricted Stock Incentive Plan

As confirmed by the Board of Directors, the company 2015 year The vesting conditions for the third vesting period under the restricted stock incentive plan have been satisfied; it is hereby approved that the Company shall, in accordance with… 2015 year Relevant Provisions of the “Restricted Stock Incentive Plan (Draft)” and the Company 2015 Authorization for the First Extraordinary General Meeting of the Year 2015 year Matters concerning the third vesting tranche of restricted stock. Compliant with 2015 year The total number of incentive recipients eligible for vesting under the third vesting period of the restricted stock incentive plan is 39 For individuals, the number of restricted shares that meet the vesting conditions is 5,919,606 shares, representing the current total share capital of the company 0.692% 。

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 issued a legal opinion; and Shanghai Rongzheng Investment Consulting Co., Ltd. has issued an independent financial advisor report. For details, please refer to the Cninfo website ( http://www.cninfo.com.cn ).

Directors Ji Zhijian, Xu Junrao, and Ding Jie, as recipients under this equity incentive plan, are related directors and have recused themselves from voting. The remaining independent directors have participated in the vote on this proposal.

Agree: 5 Vote; Oppose: 0 Votes; Abstentions: 0 Ticket.

2 , Regarding the Adjustment 2015 Proposal on the Repurchase Price under the Annual Restricted Stock Incentive Plan

According to the company 2015 In accordance with the relevant provisions of the “Draft Restricted Stock Incentive Plan” for the year, the company 2014 year, 2015 year, 2016 Following the implementation of the annual equity distribution plan, the repurchase price shall be adjusted.

Adjusted Repurchase Price P= (( 5.56-0.15-0.1 ) ÷ ( 1 plus 5/10 ) -0.1 ) ÷ ( 1 plus 4 tenths ) =2.457 Yuan / Share.

Directors Ji Zhijian, Xu Junrao, and Ding Jie, as recipients under this equity incentive plan, are related directors and have recused themselves from voting. The remaining independent directors have participated in the vote on this proposal.

Agree: 5 Vote; Oppose: 0 Votes; Abstentions: 0 Ticket.

3 , Regarding Share Repurchase and Cancellation 2015 Proposal on a Portion of the Restricted Stock under the Annual Restricted Stock Incentive Plan

In view of 2015 The annual restricted stock incentive plan’s eligible recipients, Wang Zhiqiang and Li Wenjiang, together 2 The individual has completed the resignation procedures and is no longer eligible as an incentive recipient; the Board of Directors agrees to, 2.457 Yuan / The share price for the repurchase of its total granted but not yet vested shares 474,894 grant restricted stock and carry out the repurchase and cancellation procedures.

According to the company 2015 First Extraordinary General Meeting of the Year In accordance with the authorization granted, matters pertaining to the repurchase and cancellation of restricted shares that have been granted but not yet vested to incentive recipients who no longer meet the eligibility criteria under the current incentive plan fall within the authority delegated by the Shareholders’ Meeting to the Board of Directors and therefore do not require further submission to the Shareholders’ Meeting for deliberation.

The company’s independent directors and the Supervisory Board have issued their opinions on this matter; Liaoning Huaxia Law Firm has issued a legal opinion; and Shanghai Rongzheng Investment Consulting Co., Ltd. has issued an independent financial advisor report. For details, please refer to the Cninfo website ( http://www.cninfo.com.cn ).

Directors Ji Zhijian and Xu Junrao Ding Jie, as a recipient under this equity incentive plan, is an associated director and has recused himself from voting. The remaining non-associated directors have participated in the voting on this proposal.

Agree: 5 Vote; Oppose: 0 Votes; Abstentions: 0 Ticket.

III. Supporting Documents for Review

1 — A board resolution signed by the directors in attendance and sealed with the board’s official seal.

2 III. Opinion of the Independent Directors.

   

                            Board of Directors of Dalian Refrigeration Co., Ltd.

                                   2018 year 5 month 5 day

 

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