Stock Code: 000530, 200530 Notice No: 2015-014 Short Form of the Stock: Daleng Gufen; Daleng B
Dalian Refrigeration Co., Ltd.
Resolution of granting restricted stock to incentive object
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.
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|Dalian Refrigeration Co., Ltd. (the “Company”) held the 15th Meeting of 6th Session|
|of the Board on March 4, 2015, examined and adopted the report of granting|
|restricted stock to incentive object. The Board convinced that the granting conditions|
|according to restricted stock incentive plan of the Company have been achieved, thus|
|agreed to make the granting day on March 4, 2015, and granted 10,150 thousand|
|shares restricted stock to the incentive object. The relevant items are as follows:|
|I. The sketch of equity incentive plan and the relevant approval procedures that have|
|been performed|
|(I) The sketch of equity incentive plan of the Company|

The Company has been held the
1st
ExtraordinaryShareholders’ General Meeting of
2015 and examined and adopted the restricted stock incentive plan draft of the
Company (incentive plan). The specific contents are as follows:
1. The kind of the object stock: the object stock of the Company granting to incentive object is A shares common stock
2. The source of the object stock: directional add-issuing A shares common stock of
the Company
3. The granting number: 10,150 thousand shares
4. Incentive object: 41 people were involved in incentive plan, including directors,
middle and senior management personnel and other core personnel that should be
incented determined by the Board.
5. The explanation to the arrangement of the restricted stock lock-up period
Since the granting day, the restricted stock granted to incentive object will be in the
lock-up period of 12 months. During the lock-up period, the restricted stock (include
the stock dividends produced by the restricted stock) of incentive object from the
incentive plan will be locked, and shall not be transferred or used to repay the debt.
After the expiration of a lock-up period is the unlock period. The incentive object
shall unlock the restricted stock by three times in the next 36 months after 12 months
since the granting day. During the unlock period, if the unlock condition that the
incentive plan specified were achieved, the incentive object should apply to unlock
the restricted stock by three times. The first unlock period is the first year after the
lock-up period expired, and the number that the incentive object may apply to unlock
is 30 percent of the total number of the granted restricted stock. The second unlock
period is the second year after the lock-up period expired, and the number that the
incentive object may apply to unlock is 40 percent of the total number of the granted
restricted stock. The third unlock period is the third year after the lock-up period
expired, and the number that the incentive object may apply to unlock is 30 percent of the total number of the granted restricted stock.
6. The granted price of the restricted stock: 5.56 yuan per share
(II)The relevant approval procedures that have been performed
1. On December 9, 2014, the
13th
meeting of the
6th
Board of Directors of the
Company was held, examined and adopted the restricted stock incentive plan draft of
the Company and its summary; the assessment and management measures for
restricted stock incentive plan of the Company and the proposal on summiting to the
shareholders’ general meeting of the Company for authorizing the board of directors
to handle related matters of restricted stock incentive plan of the Company.
2. On December 9, 2014, the independent directors expressed the independent
opinions on whether the incentive plan is good for the sustainable development of the Company and whether it existed the situation of having damaged the interests of the
Company and all the shareholders of the Company.
3. On December 9, 2014, the
8th
meeting of the
6th
Supervisory Committee of the
Company was held, checked the incentive object list for the incentive plan, examined
and adopted the restricted stock incentive plan draft of the Company and its summary; the assessment and management measures for restricted stock incentive plan of the
Company and the incentive object list for restricted stock incentive plan draft of the
Company.
4. On January 10, 2015, the Company learned that CSRC has conformed and recorded without objection to the restricted stock incentive plan draft the Company submitted.
5. On February 12, 2015, the
1st
ExtraordinaryShareholders’ General Meeting of
2015 of the Company was held, examined and adopted the restricted stock incentive
plan draft of the Company and its summary; the assessment and management
measures for restricted stock incentive plan of the Company and the proposal on
summiting to theshareholders’ general meeting of the Company for authorizing the
board of directors to handle related matters of restricted stock incentive plan of the
Company.
6. On March 4, 2015, the
15th
meeting of the
6th
Board of Directors of the Company
and the
9th
meeting of the
6th
Supervisory Committee of the Company was held,
examined and adopted the report of granting restricted stock to incentive object. The
Board agreed to make the grant day on March 4, 2015, and granted 10,150 thousand
shares restricted stock to the incentive object. The independent directors expressed the independent opinions on it.
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|II. The difference between the equity incentive plan implemented and the equity|
|incentive plan disclosed|

There is no difference between the equity incentive plan implemented and the equity
incentive plan disclosed.
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|III. The granting conditions for the restricted stock and the explanation to the|
|achievement of granting conditions from the Board|

According to the chapter 8 of the incentive plan, the granting and un-locking
conditions for the restricted stock, and the conditions for granting restricted stock to
incentive object are as follows:
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|(I) The Company didn’t occur any following situation:|
|1. The recent fiscal year financial report has been issued an audit report with a|
|negative opinion or disclaimer opinion by certified public accountants;|
|2. The Company exist the situation being given an administrative punishment by|
|CSRC because of major illegal behavior in the recent one year;|
|3. The Company exist other situations identified by CSRC that unable to implement|
|equity incentive plan.|
|(I I) The incentive object didn’t occur any following situation:|
|1. The incentive object exist the situation publicly condemned or declared to be an|
|unfit and improper person by the stock exchange in the recent three years;|
|2. The incentive object exist the situation being given an administrative punishment|
|by CSRC because of major illegal behavior in the recent three years;|
|3. The incentive object exist the situation unable to represent director and senior|
|management of the Company ruled by Company Law;|
|4. The incentive object exist other situations identified by the Board that seriously|
|violate relevant provisions of the Company.|
|After checked by the Board, neither the Company nor the incentive object occur or|
|belong to any situation above mentioned, and the granting conditions have been|
|satisfied.|
|IV. The granting situation of the restricted stock|
|1. Granting day of the restricted stock: March 4, 2015|
|2. The distribution of restricted stock among incentive objects:|

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|Name|Occupation|Number of grantedrestrictedstock(ten thousandshares)|Proportion tototalrestrictedstock|Proportionto totalsharecapital|
|Ji Zhijian|Chairman of theBoard|94.23|9.284%|0.269%|
|Xu Junrao|Director|65.96|6.499%|0.188%|
|Liu Kai|Director and generalmanager|65.96|6.499%|0.188%|
|Wang Zhiqiang|Director and deputygeneral manager|37.69|3.713%|0.108%|
|Rong Yan|Financialmajordomo|37.69|3.713%|0.108%|
|Li Wenjiang|deputy generalmanager|37.69|3.713%|0.108%|
|Song Wenbao|Secretary of theBoard|28.28|2.786%|0.081%|
|middle management personnel and othercore personnel that should be incenteddetermined by the Board（34 person）||647.50|63.793%|1.850%|
|Total（41 person）||1015|100.000%|2.900%|

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|4. The implementation of the equity incentive plan will not lead to equity distribution|
|does not meet the conditions for listing requirements.|
|V. The effect on the related annual financial condition and results of operation arising|
|from granting the restricted stock|

According to Accounting standards for Enterprises No. eleventh--share pays, granting the restricted stock will have a certain affect on the annual financial condition and
results of operation. The Board has agreed to make the granting day on March 4, 2015. The restricted stock incentive cost will be staging confirmed during 2005 and 2008
based on unlock ratio of restricted stock for each period and the total fair value of
restricted stock on granting day.
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|It is estimated that the total restricted stock incentive cost was 24,381,000 yuan, and|
|the amortization for the incentive cost during 2005 and 2008 was as follows:|

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|Restricted stockgranted（ten thousandshare）|Totalamortization（ten thousandyuan）|2015（tenthousandyuan）|2016（tenthousandyuan）|2017（tenthousandyuan）|2018（tenthousandyuan）|
|1015|2,438.10|1,219.05|853.34|325.08|40.63|

The restricted stock incentive cost will be disbursed in recurring profit and loss. The
above mentioned effect on the annual financial condition and results of operation was only estimated, and should base on the annual audit report issued by certified public
accountants.
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|VI. The explanation to stock trading within six month before granted day about|
|directors and senior management personnel of the Company involved in the incentive|
|plan|

After checked by the Board, the directors and senior management personnel of the Company involved in the incentive plan, Ji Zhijian, Xu Junrao, Liu Kai, Wang Zhiqiang, Rong Yan, Li Wenjiang, and Song Wenbao,didn’t trade stock of the Company within six month before granted day.
VII. The fund situation about subscribing restricted stock and paying individual income tax of incentive object
The fund that incentive object used to subscribe restricted stock and pay individual income tax was totally self-raised. The Company commitment that itwouldn’t serve a loan or any other forms of financial aids to incentive object, including provide loan guarantee.
VIII. The independent opinions on granting items related to equity incentive plan expressed by independent directors
The granting day for the restricted stock plan was on March 4, 2015, which complied with the provisions in Listed Company Equity Incentive Management Measures (Trial), Memorandum about the Related Matters of Equity Incentive (No. 1-3), and the restricted stock incentive plan draft of the Company. The granting conditions also complied with the provisions of conditions about granting restricted stock to incentive
object in the restricted stock incentive plan draft of the Company.
Thus, we agreed to make the granting day on March 4, 2015, and granted 10,150
thousand shares restricted stock to the incentive object who complied with the
granting conditions.
IX. The supervisoryCommittee’s explanation on checking incentive object lists
After auditing whether the incentive object in the restricted stock incentive plan meet
the grant conditions, the Supervisory Committee thought that the incentive object met the qualifications of related laws, rules and regulations including Company Law,
Securities Law, and Articles of Associations of the Company;didn’t exist the situation publicly condemned or declared to be an unfit and improper person by the stock
exchange in the recent three years;didn’t exist the situation being given an
administrative punishment by CSRC because of major illegal behavior in the recent
three years; complied with the provisions of the conditions about incentive object in
Listed Company Equity Incentive Management Measures (Trial) and Memorandum
about the Related Matters of Equity Incentive (No. 1-3); the subject qualification as
the restricted stock incentive objects of the Company were legitimate and effective.
The incentive object in the restricted stock incentive plan of the Company were
matched with the incentive object set in restricted stock incentive plan which was
approved on the
1st
ExtraordinaryShareholders’ General Meeting of 2015.
X. Conclusion of opinions of legal position paper issued by the lawyer
The lawyer believed that the equity incentive plan of the Company has achieved
necessary approval and authorization at this stage, and the confirmation of granting
day complied with the provisions of related conditions in Listed Company Equity
Incentive Management Measures (Trial), Memorandum about the Related Matters of
Equity Incentive (No. 1-3), and the restricted stock incentive plan draft of the
Company; the incentive object and the Company both complied with the provisions of conditions about granting restricted stock in the restricted stock incentive plan draft of the Company; the incentive object can be granted restricted stock.
XI. Documents available for reference
1. Proposal of the
15th
meeting of the
6th
Board of Directors of the Company
2. Proposal of the
9th
meeting of the
6th
Supervisory Committee of the Company
3. Opinions from independent directors
4. Legal opinions
Board of Directors of
Dalian Refrigeration Co., Ltd.