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公司公告

大 冷B:七届二十五次董事会议决议公告(英文版)2018-12-11  

						Stock Code: 000530, 200530                                                  Notice No: 2018-045
Short Form of the Stock: Daleng Gufen; Daleng B

                       Dalian Refrigeration Co., Ltd.
           Resolution of 25th Meeting of 7th Session of the Board

Dalian Refrigeration Co., Ltd. (the “Company”) and its whole members of Board of
Directors ensure that the public notice is real, accurate and complete, and there are
no any important omissions, fictitious statements or serious misleading carried in this
notice.

I. Calling of the Board Meeting
1. The Notice on holding of the Board Meeting was served by written form on 28 November 2018.
2. The Board Meeting held by communication vote dated 10 December 2018.
3. Nine Directors should present for voting and all of them are present actually.
4. The Meeting was regarded as abiding the relevant laws, administrative regulation, department
rules, normative documents as well as the Article of Association.

II. Deliberation of the Board Meeting
1. Report on the investment of project of the issuing of A-shares privately has been completed, and
make the remaining money supplement working capital
The remaining money 46.744 million will be used to supplement working capital based on the
company relocation reconstruction has been completed.
Sponsor Guotai Junan securities co., ltd. issued special verification opinions.
With 9 votes for, 0 vote against and 0 vote as abstention.
2. Report on adjusting the repurchase price of the 2016 Restricted Stock Incentive Plan of the
Company
According to the Restricted Stock Incentive Plan Draft and the dividend distribution plan for year
of 2017, the repurchase of the price P=(5.62-0.1)÷(1+4/10)-0.05=3.892 yuan/share.
Directors of the Company, Mr. Ding Jie and Mr. Fan Yuekun were related directors due to
incentive object, and conducted obviation in examining the above matters.
With 7 votes for, 0 vote against and 0 vote as abstention.
3. Report on terminating the implementation of 2016 Restricted Stock Incentive Plan of the
Company and logouting the restricted stock.
According to the changes in macroeconomic and market conditions,the company's stock price
fluctuated greatly,the board of directors decide to terminate the implementation of 2016 Restricted
Stock Incentive Plan of the Company ,to repurchase and logout the total of 12,221,580 restricted
shares that it has granted but have not yet unlocked, with a price of 3.892 yuan/share.
Independent directors and Board of supervisors air opinions for the above unlock issue. Liaoning
Huaxia Lawyers’ Firm issued a legal opinion paper, and Shanghai Realize Investment Consulting
Co., Ltd. issued an independent financial consultant report.
For details, see http://www.cninfo.com.cn.
Directors of the Company, Mr. Ding Jie and Mr. Fan Yuekun were related directors due to
incentive object, and conducted obviation in examining the above matters.
With 7 votes for, 0 vote against and 0 vote as abstention.
4. Report on the subsidiary provides guarantee to Anhui Songze energy Co., Ltd
For details, see http://www.cninfo.com.cn.
With 9 votes for, 0 vote against and 0 vote as abstention.
Among the above resolutions, resolution 3 shall be submitted to the Extraordinary Shareholders’
General Meeting for review and approval.The exact time of the Shareholders’ General Meeting is
not to be determined.
III. Documents available for reference
1. Proposal of the Meeting with signature of attended directors and seal of the Board.
2. Opinions from independent directors.



                                Board of Directors of Dalian Refrigeration Co., Ltd
                                                    11 December 2018