Stock Code: 000530; 200530 Short Form of the Stock: Daleng Gufen; Daleng B; No: 2014-031
Dalian Refrigeration Co., Ltd.
Public Notice on Resolution of the
13th
Meeting
of the
6th
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.
Please be advised that the
13th
meeting of the
6th
Board of Directors of Dalian Refrigeration Co., Ltd. (hereinafter referred to as the Company) was held at the meeting room on the
6th
floor of the Company on December 9, 2014. The announcement of holding the meeting was sent out in writing on December 2, 2014. 9 directors attended the meeting, which complied with the quorum. Mr. Ji Zhijian, Chairman of the Board, presided over the meeting in which following resolutions were examined and adopted:
1. The 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. Ji Zhijian, Mrs. Xu Junrao, Mr. Liu Kai, and Mr. Wang Zhiqiang were related directors due to incentive object, and conducted obviation in examining the above matters.
(For details, see http://www.cninfo.com.cn.)
With 5 votes for, 0 vote against and 0 vote as abstention.
2. The Assessment and Management Measures for Restricted Stock Incentive Plan of the
Company;
Directors of the Company, Mr. Ji Zhijian, Mrs. Xu Junrao, Mr. Liu Kai, and Mr. Wang Zhiqiang were related directors due to incentive object, and conducted obviation in examining the above matters.
(For details, see http://www.cninfo.com.cn.)
With 5 votes for, 0 vote against and 0 vote as abstention.
3. 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.
(1) In order to ensure the smooth implementation of the Restricted Stock Incentive Plan of the Company, the board of directors summit to theshareholders’ 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 handle all the matters necessary for repurchase and cancellation of related stock while in the presence of the need to buy back and write off the stock held by incentive object but unlocked
according to Restricted Stock Incentive Plan of the Company;
6) 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;
7) To terminate the implementation of equity incentive plan if the board of directors deemed
necessary;
8) To sign, execute, modify, or terminate any relevant agreement with the equity incentive plan
and other related agreements;
9) To appoint the receiving bank, accountants, lawyers and other intermediary agencies for the implementation of equity incentive plan;
10) To handle other necessary matters in the implementation of equity incentive plan, except the
matters that stipulated clearly to theshareholders’ general meeting by relevant documents.
(2) To summit to theshareholders’ 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 theshareholders’ 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. Ji Zhijian, Mrs. Xu Junrao, Mr. Liu Kai, and Mr. Wang Zhiqiang were related directors due to incentive object, and conducted obviation in examining the above matters.
With 5 votes for, 0 vote against and 0 vote as abstention.
Among the above resolutions, resolution 1, 2 and 3 shall be submitted to theshareholders’ general meeting for review and approval after filed by CSRC without a dissenting voice. For the matters
relating to conveningshareholders’ general meeting to deliberate the above mentioned resolutions, the board of directors of the Company will notify later in accordance with relevant procedures.
Board of Directors of Dalian Refrigeration Co., Ltd.
December 10, 2014