Stock Code: 000530; 200530 Notice No: 2015-003
Short Form of the Stock: Daleng Gufen; Daleng B
Dalian Refrigeration Co., Ltd.
Notice on Holding the
1st
ExtraordinaryShareholders’ General
Meeting of 2015
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 fictitious statements, serious misleading or important omissions carried in this notice.
I. Particulars about holding the meeting
1. The period of board session: The 2015
1st
extraordinaryshareholders’ meeting
2. Convener: The Board of Directors of the Company, holding theShareholders’ General Meeting after the deliberation of
14th
Meeting of
6th
Session of the Board.
3. The meeting is in line with the relevant laws and administrative regulations, departmental rules and regulations, regulatory documents and relevant provisions of articles of association of the Company
4. Date of the meeting:
(1) On-site meeting: 2:30 pm, 12 February 2015
(2) Internet polling: the poll through network via trading system of SZSE will be at9:30—11:30 am and 1:00-3:00 pm dated 12 February 2015; any time from 3:00 pm 11 February 2015 to 3:00 pm 12 February 2015 will available for polling through internet poll system of SZSE.
5. Way of holding: On-site votes plus network polling .The Company will provide a voting as an internet form to whole shareholders through the trading system and internet poll system (http://wltp.cninfo.com.cn) of SZSE. Shareholders should participate in voting any time in the network polling during the above mentioned time period.
According to the Listed Company Equity Incentive Management Measures (trial implementation) from CSRC, before theShareholders’ General Meeting of the listed company exams the equity incentive plan, the independent director of the Company should solicit voting right from all shareholders of the Company. So, Miss Liu Caiping, the independent director of the Company, has published the Statement for Independent Directors to solicit voting right, to solicit voting rights from all shareholders of the Company, which was published in China Securities and http://www.cninfo.com.cn/ on the same day.
6. Attendance
(1) All shareholders of the Company whose names appear on the register of the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited while the close of trading at noon on 4 February 2015. The above mentioned shareholders of the Company have the right to attend the meeting, they can attend the meeting through proxy by trust deed and shareholder of the Companywouldn’t be necessary as the proxy.
(2) Directors, supervisors and senior executives of the Company
(3) Attorney engaged by the Company
(4) Other people the Board of Directors of the Company agreed to attend
7. Place of the meeting
The conference room on 8/F of the Company (No. 888 Southwest Road, Shahekou District, Dalian City)
8. The way of attending the meeting
One of the polling ways between on-site voting and internet polling is available for the same share only. If repeat votes occurred in the same voting, the first valid voting result shall prevail.
II. Particulars about examination of the meeting
1. Name of proposal
|||
|-|-|
|serial|The content of proposals|
|Proposal 1|The Restricted Stock Incentive Plan Draft of the Company|
|1.1|The conditions and scope for the incentive objects|
|1.2|The source, quantity and distribution of the restricted stock|
|1.3|The valid period, grant day, lock-up period, unlock period and blackout period ofthe incentive plan|
|1.4|The grant price of the restricted stock and its determining method|
|1.5|The conditions of granting and unlocking the restricted stock|
|1.6|The procedure and method of adjustment for the restricted stock incentive plan|
|1.7|The accounting treatment of the restricted stock|
|1.8|The procedure of implementing, granting and unlocking of the restricted stockincentive plan|
|1.9|The right and obligations of incentive objects and the Company|
|1.10|The dispose method while changes occur to incentive objects and the Company|
|1.11|The principle of buying back and writing off of the restricted stock|
|Proposal 2|The Assessment and Management Measures for Restricted Stock Incentive Planof the Company|
|Proposal 3|The proposal on summiting to the shareholders’ general meeting of the Companyfor authorizing the board of directors to handle related matters of RestrictedStock Incentive Plan of the Company.|
|Proposal 4|To elect Dai Dashuang to be independent director of the Company|
|Proposal 5|To elect Liu Jiwei to be independent director of the Company|

The qualifications and independence of the independent director should be submitted for approval
on
1st
ExtraordinaryShareholders’ General Meeting for 2015 after filed by Shenzhen Stock
Exchange without a dissenting voice.
The proposal 1, 2, 3 must be adopted by shareholders present at the meeting representing more 2/3 of the voting right.
2. Particulars about information disclosure
Details of the proposal could be found in the notice on resolution of the Board of Directors published in China Securities, Hong Kong Commercial Daily and http://www.cninfo.com.cn/ on 10 December, 2014 and 23 January 2015 respectively.
III. Registration way of spot meeting
1. Registration way:
(1) Personal ID card accompanied by the shareholding certificates and stock account card must be taken for individual shareholders. If attended the meeting by proxy, the attendant must hold the ID copy of the client, power of attorney, shareholding certificates, stock account card along withagent’s ID card for registration;
(2) For corporate shareholders, the copy of the business license, certificate of identity of the legal representative, power of attorney, shareholding certificates along with ID of proxy must be necessary.
(3) The shareholders in other places can register in way of letter, fax or e-mail.
2. Registration time
From 5 February 2015 to 12 February 2015, until the host announced the end of the meeting registration on the spot meeting.
3. Place of registration
The Securities and Legal Affairs Department of the Company
IV. Operational process of network polling
In theshareholders’ general meeting, shareholders can participate in voting through the trading system and internet polling system (http://wltp.cninfo.com.cn) of Shenzhen Stock Exchange.
(I) Vote via trading system of SZSE
1. Voting code: 360530
2. Voting abbreviation: “Daleng voting”
3. Voting period: 9:30-11:30 am, 1:00-3:00 pm 12 February 2015
4. On the voting date, the number showed on the “yesterday closing price of Daleng voting” is the total number of the proposals.
5. Registration way of voting via trading system of SZSE:
(1) To input “Buy” instruction to begin voting
(2) To input the proposal serials under the item of “Entrustment price”. RMB 100.00 represents the general proposal, RMB 1.00 represents proposal 1, RMB 2.00 represents proposal 2, and so on. Every proposal should be declared with the entrustment price.
For the No.1 proposal, there are many sub-proposals under it.The 1.00RMB represents all the sub- proposals under the No.1 proposal,and the 1.01 RMB represents the No.1 sub-proposal of the No. 1 proposal, and the 1.02 RMB represents the No.2 sub-proposal of the No.1 proposal, and so on.
Details are as follows:
||||
|-|-|-|
|serial|The content of proposal|entrustmentprice|
|general proposal|All of the following proposals|100.00|
|Proposal 1|The Restricted Stock Incentive Plan Draft of the Company|1.00|
|1.1|The conditions and scope for the incentive objects|1.01|
|1.2|The source, quantity and distribution of the restricted stock|1.02|
|1.3|The valid period, grant day, lock-up period, unlock period andblackout period of the incentive plan|1.03|
|1.4|The grant price of the restricted stock and its determining method|1.04|
|1.5|The conditions of granting and unlocking the restricted stock|1.05|
|1.6|The procedure and method of adjustment for the restricted stockincentive plan|1.06|
|1.7|The accounting treatment of the restricted stock|1.07|
|1.8|The procedure of implementing, granting and unlocking of therestricted stock incentive plan|1.08|
|1.9|The right and obligations of incentive objects and the Company|1.09|
|1.10|The dispose method while changes occur to incentive objects and theCompany|1.10|
|1.11|The principle of buying back and writing off of the restricted stock|1.11|
|Proposal 2|The Assessment and Management Measures for Restricted StockIncentive Plan of the Company|2.00|
|Proposal 3|The proposal on summiting to the shareholders’ general meeting ofthe Company for authorizing the board of directors to handle relatedmatters of restricted stock incentive plan of the Company.|3.00|
|Proposal 4|To elect Dai Dashuang to be independent director of the Company|4.00|
|Proposal 5|To elect Liu Jiwei to be independent director of the Company|5.00|

 (3)To input voting result under the item of “entrust volume”.
“1 share” for voting for, “2 share” for voting against and “3 share” for abstention
|||||
|-|-|-|-|
||Type of results||Entrust volume|
|For||1 share||
|Against||2 share||
|Abstention||3 share||

(4) The shareholder vote for general proposal means the same voting result for all proposals
If the shareholder voted for general proposal and for individual proposal at the same time, the first effective voting should prevail. If the shareholder voted for general proposal after relevant proposal voting, the voting result for relevant proposal should prevail, and other un-voted proposals would base on the result voting for general proposal. If voted for relevant proposal after voting for general proposal, the result voting for general proposal should prevail.
(5) The first declaration for the same proposal shall prevail and cannot be cancelled.
(II) Voting via internet poll system
1. Voting period: The voting via internet poll system will start at 3:00 pm 11 February 2015, and close at 3:00 pm 12 February 2015.
2. Shareholders voting via internet poll system, according to the regulation of Business Implementation of Network Service Identity Verification for Investors of SZSE, shareholders must choose the digital certificate or service password for identity verification.
(1) Application process of service password
Log in the “password service” on http://wltp.cninfo.com.cn; input relevant information. Set up a service password. The service password can be use after activated via the trading system.
(2) Application process of digital certificate
Digital certificate should apply to Shenzhen Stock Information Company or its entrusted agent certification organ. For the specific operation, please refer to the column“Certificate Services” of internet poll system (http://wltp.cninfo.com.cn).
3. The shareholders may vote on-line via logging in http://wltp.cninfo.com.cn with service password or digital certificate.
V. Other business
1. Contact way of the meeting
Contact telephone number: ( 86-411)-86538130
Fax: (86-411)-86654530
Contact Person: Mr. Song Wenbao, Ms. Du Yu
Contact Address: No. 888, Southwest Road, Shahekou District, Dalian City
Securities and Legal Affairs Department, Dalian Refrigeration Co., Ltd.
Post Code: 116033
2. Conference expenses: The spot meeting will be a period of half a day. Transportation and boarding expenses for attendance shall be paid by the participants themselves.
VI. Documents available for reference
1. Resolution and Announcement documents of the
13th
Session of the
6th
Board of Directors of the Company;
2. Resolution and Announcement documents of the
14th
Session of the
6th
Board of Directors of the Company;
3. Other relevant documents according to the SZSE.
Board of Directors of Dalian Refrigeration Co., Ltd. 23 January, 2015
Enclosed: Authorized Letter of Attorney
Authorized Letter of Attorney
Hereby entrust Mr. /Ms. to attend the
1st
ExtraordinaryShareholders’ Meeting of
2015 of Dalian Refrigeration Co., Ltd. on behalf of himself or herself and execute vote rights on
behalf.
Consigner (signature): ID No. of consigner:
Shareholder account No. of consigner:
Amount of shares held by consigner: A/B
Consignee: ID No. of consignee:
Date of entrustment:
The term of validity for the entrustment:
Consigner (signature or seal):
Consignee (signature):
The exercise of voting rights are asfollows：
（The attorney should be filled by“√” in the votingresult）
||||||
|-|-|-|-|-|
|serial|The content of proposals|Type of voting result|||
|||For|Against|Abstention|
|general proposal|All of the following proposals||||
|Proposal 1|The Restricted Stock Incentive Plan Draft of the Company||||
|1.1|The conditions and scope for the incentive objects||||
|1.2|The source, quantity and distribution of the restricted stock||||
|1.3|The valid period, grant day, lock-up period, unlock period andblackout period of the incentive plan||||
|1.4|The grant price of the restricted stock and its determining method||||
|1.5|The conditions of granting and unlocking the restricted stock||||

|||
|-|-|
|1.6|The procedure and method of adjustment for the restricted stockincentive plan|
|1.7|The accounting treatment of the restricted stock|
|1.8|The procedure of implementing, granting and unlocking of therestricted stock incentive plan|
|1.9|The right and obligations of incentive objects and the Company|
|1.10|The dispose method while changes occur to incentive objects andthe Company|
|1.11|The principle of buying back and writing off of the restrictedstock|
|Proposal 2|The Assessment and Management Measures for Restricted StockIncentive Plan of the Company|
|Proposal 3|The proposal on summiting to the shareholders’ general meetingof the Company for authorizing the board of directors to handlerelated matters of restricted stock incentive plan of the Company.|
|Proposal 4|To elect Dai Dashuang to be independent director of the Company|
|Proposal 5|To elect Liu Jiwei to be independent director of the Company|