Stock Code: 000530; 200530 Short Form of the Stock: Daleng Gufen; Daleng B; No: 2016-057
Dalian Refrigeration Co., Ltd.
Public Notice on Resolution of the 8th Meeting
of the 7th Board of Directors
Important:
The directors and the Board of Directors of Dalian Refrigeration Co., Ltd. hereby confirm that
there are no any important omissions, fictitious statements or serious misleading carried in this
report.
I. Calling of the Board Meeting
1. The Notice on holding of the Board Meeting was served by written form on 15 August 2016.
2. The Board Meeting held at the scene dated 25 August 2016.
3. Nine Directors should present for voting and all of them are present actually.
4. The Meeting was presided over by Mr. Ji Zhijian, Chairman of the Board of the Company.
5. 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. Semiannual report of the Company for the year 2016;
With 9 votes for, 0 vote against and 0 vote as abstention.
2. Report on increasing capital to wholly subsidiary of the Company;
The Company plans to increase capital to Dalian Bingshan Group Engineering Co., Ltd. in cash
with RMB 21 million Yuan.
With 9 votes for, 0 vote against and 0 vote as abstention.
3. Report on increasing capital to Dalian Fuji-Bingshan Vending Machine Co., Ltd.;
The above mentioned transaction constitutes a related transaction. Independent directors of the
Company deliver a prior approval for the proposal on 15 August 2016 and agree to submit for
deliberation on the Board. Related directors Ji Zhijian, Xu Junrao, Shin Kudo, and Kijima
Tadatoshi are avoiding the votes for the proposal.
More details found in “Public notice on related transaction of increasing capital to Dalian
Fuji-Bingshan Vending Machine Co., Ltd.” released with the Notice at the same time.
With 5 votes for, 0 vote against and 0 vote as abstention.
4. Report on using bank acceptance bills to pay funds for projects invested by raise funds and
equally replaced by raised funds;
More details found in “Public notice on using bank acceptance bills to pay funds for projects
invested by raise funds and equally replaced by raised funds of Dalian Refrigeration Co., Ltd.”
released with the Notice at the same time.
With 9 votes for, 0 vote against and 0 vote as abstention.
5. Semiannual special report on the storage and use of the raised funds for 2016 of the Company;
(For details, see http://www.cninfo.com.cn.)
With 9 votes for, 0 vote against and 0 vote as abstention.
6. The 2016 Restricted Stock Incentive Plan Draft of the Company and its summary;
The proposal was drawn up by the remuneration and appraisal committee of the board of directors
of the Company according to relevant laws and regulations, and submitted to the board of
directors of the Company for review. Independent directors showed approval for the above
mentioned proposal and air independent opinions.
Directors of the Company, Mr. Ding Jie was related directors due to incentive object, and
conducted obviation in examining the above matters.
(For details, see http://www.cninfo.com.cn.)
With 8 votes for, 0 vote against and 0 vote as abstention.
7. The Assessment and Management Measures for 2016 Restricted Stock Incentive Plan of the
Company;
Directors of the Company, Mr. Ding Jie was related directors due to incentive object, and
conducted obviation in examining the above matters.
(For details, see http://www.cninfo.com.cn.)
With 8 votes for, 0 vote against and 0 vote as abstention.
8. The proposal on summiting to the shareholders’ general meeting of the Company for
authorizing the board of directors to handle related matters of 2016 Restricted Stock Incentive
Plan of the Company.
(1) In order to ensure the smooth implementation of the 2016 Restricted Stock Incentive Plan of
the Company, the board of directors summit to the shareholders’ general meeting of the Company
for authorizing the board of directors to handle the following related matters of Restricted Stock
Incentive Plan of the Company:
1) To confirm the qualifications and conditions for the incentive object to participate in the equity
incentive plan, and determine the incentive object list and grant number;
2) To determine the grant date of Restricted Stock Incentive Plan of the Company; grant the stock
to the incentive object while the incentive object meet the conditions; and handle all the matters
necessary about granting stock and unlocking stock;
3) To examine and confirm the unlocking qualification and unlocking conditions on the incentive
object; and handle all the matters required about unlocking stock for the incentive object who met
the conditions according to Restricted Stock Incentive Plan of the Company;
4) To adjust the quantity and granting price of underlying stocks in accordance with the principles
and provisions of the way of equity incentive plan while the above mentioned adjustment are
needed because of the Company's stock ex-right, ex-dividend or other reasons;
5) To develop or modify the management and implementation provisions of the plan non
scheduled on the identical premise of the terms of equity incentive plan. The modification of the
board of directors must be obtained corresponding approved if the modification is required
approval from the shareholders' meeting or/and related regulatory agencies according to the
requirements of laws, regulations or the relevant regulatory agencies;
6) To sign, execute, modify, or terminate any relevant agreement with the equity incentive plan
and other related agreements;
7) To appoint the receiving bank, accountants, lawyers and other intermediary agencies for the
implementation of equity incentive plan;
8) To handle other necessary matters in the implementation of equity incentive plan, except the
matters that stipulated clearly to the shareholders’ general meeting by relevant documents.
(2) To summit to the shareholders’ general meeting for authorizing the board of directors to handle
the examination and approval, registration, filing, approval, consent, and other procedures
relating to the equity incentive plan to the relevant government and agencies; sign, execute,
modify, complete documents submitted to the relevant government, institutions, organizations,
individuals; modify the articles of association of the company, and handle the registration of
change of registered capital of the company; and all other acts, matters and things necessary,
appropriate or suitable for the equity incentive plan;
(3) To summit to the shareholders’ general meeting for authorizing the board of directors a period
equal to the term of validity of equity incentive plan.
Directors of the Company, Mr. Ding Jie was related directors due to incentive object, and
conducted obviation in examining the above matters.
With 8 votes for, 0 vote against and 0 vote as abstention.
9. Issues relevant to the 3rd Extraordinary Shareholders’ General Meeting of 2016 of the Company.
(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 6, 7 and 8 shall be submitted to the 3rd Extraordinary
Shareholders’ General Meeting of 2016 of the Company for review and approval.
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.
August 26, 2016
