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 25th Meeting of the 7th Board of Directors

Securities Code: 000530;200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2018-045

 

Dalian Refrigeration Co., Ltd.

Announcement of Resolutions Adopted at the 25th 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 11 month 28 Issued in writing on a daily basis.

2 , This board meeting was held on 2018 year 12 month 10 It was convened by written ballot.

3 , Directors who should vote 9 Person, actual voting director 9 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、 About the Company 2016 Proposal on the Completion of Non-public Offering Fund-Raising Investment Projects and the Permanent Supplement of Remaining Raised Funds to Working Capital

For detailed information, please refer to the company’s… 2018 year 12 month 11 Disclosed on the China Securities Journal and the Cninfo website ( http://www.cninfo.com.cn) of “Regarding the Company” 2016 Announcement on the Completion of Non-public Offering Fund-Raising Investment Projects and the Permanent Supplement of Remaining Raised Funds to Working Capital 》.

The sponsor, Guotai Junan Securities Co., Ltd., has issued a special verification opinion on this proposal. See the Cninfo website for details ( http://www.cninfo.com.cn ).

Agree: 9 Vote; Oppose: 0 Votes; Abstentions: 0 ticket

2 , Regarding the Adjustment 2016 Proposal on the Repurchase Price under the Annual Restricted Stock Incentive Plan

According to the company’s “ 2016 In accordance with the relevant provisions of the “Draft Annual Restricted Stock Incentive Plan,” the Company 2017 Following the implementation of the annual equity distribution plan, the repurchase price shall be adjusted.

Adjusted Repurchase Price P= ( 5.62-0.1 ) ÷ ( 1 plus 4 tenths ) -0.05 = 3.892 Yuan / Share.

Directors Ding Jie and Fan Yuekun, 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 voting on this proposal.

Agree: 7 Vote; Oppose: 0 Votes; Abstentions: 0 ticket

3. Regarding the Termination of Implementation 2016 Proposal on the Annual Restricted Stock Incentive Plan and the Repurchase and Cancellation of Relevant Restricted Shares

Due to recent changes in the macroeconomic and market environment, the company’s stock price has experienced significant volatility, and the company believes that continuing to implement 2016 year Restricted Stock Incentive Plan Given the difficulty in achieving the intended incentive objectives and effects, the Company’s Board of Directors, after careful deliberation, has decided to terminate the implementation. 2016 year Restricted Stock Incentive Plan and repurchase and cancel the restricted shares that have been granted but not yet vested 12,221,580 shares. Following the termination of this incentive plan, the company will optimize its compensation system, refine its internal incentive mechanisms, and promote stable corporate development.

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 advisory report. For details, please refer to the Cninfo website ( http://www.cninfo.com.cn ).

Directors Ding Jie and Fan Yuekun, 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 voting on this proposal.

Agree: 7 Vote; Oppose: 0 Votes; Abstentions: 0 Ticket.

4 Proposal on the Subsidiary Providing External Guarantees

For detailed information, please refer to the company’s… 2018 year 12 month 11 Disclosed on the China Securities Journal and the Cninfo website on ( http://www.cninfo.com.cn) Announcement on External Guarantees Provided by the Subsidiary 》.

Agree: 9 Vote; Oppose: 0 Votes; Abstentions: 0 ticket

Among the above motions, the motion 3 Approval by the Company’s Extraordinary General Meeting is still required. The specific date of the meeting will be announced separately once it has been determined.

    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 12 month 11 day

 

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