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Announcement of Resolutions Adopted at the 22nd Meeting of the 8th Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Bingshan Refrigeration & Heating; Bingshan B Announcement No.: 2021-047
Iceberg Cold & Heat Technology Co., Ltd.
Announcement of Resolutions Adopted at the 22nd Meeting of the 8th Board of Directors
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The Company and all members of the Board of Directors hereby certify that the contents of this announcement are true, accurate, and complete, and that there are no false records, misleading statements, or material omissions. |
I. Status of Board Meetings
1. Notice of this Board of Directors meeting was served in writing on December 14, 2021.
2. This board meeting was held on December 23, 2021, by way of written resolution.
3. Nine directors were required to vote, and all nine directors actually voted.
4. The convening of this board meeting complies with the provisions of applicable laws, administrative regulations, departmental rules, normative documents, and the Company’s Articles of Association.
II. Review of the Board Meeting
1. Report on Candidates for Directors of the Company’s Ninth Board of Directors.
Nominate Ji Zhijian, Fan Wen, Yin Xide, Song Wenbao, Tang Ye Mao, and Nishimoto Shigeyuki as non-independent director candidates for the Company’s Ninth Board of Directors, and nominate Zhai Yunling, Liu Yuanyuan, and Yao Hong as independent director candidates for the Company’s Ninth Board of Directors.
The company’s independent directors unanimously approved the aforementioned individuals as candidates for election to the ninth session of the Board of Directors.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
This proposal shall be submitted to the Company’s First Extraordinary General Meeting of 2022 for consideration. Nominees for independent director shall be submitted for approval at the Company’s First Extraordinary General Meeting of 2022 only after they have been filed with and approved by the Shenzhen Stock Exchange without objection.
The Company’s Board of Directors has, in accordance with applicable regulations, publicly disclosed detailed information on the candidates for independent directors on the website of the Shenzhen Stock Exchange (www.szse.cn). During the publicity period, any organization or individual may submit feedback to the Exchange through the channels provided on its website.
The candidate hereby undertakes to accept this nomination, to ensure that the candidate information publicly disclosed by the company is true, accurate, and complete, and that the candidate meets all eligibility requirements; furthermore, the candidate commits to faithfully discharge his or her duties upon election.
Following the completion of this board election, the Company’s former directors Ding Jie, Xu Junrao, and Yokoo Sadakazu will no longer serve as directors. The Company wishes to express its sincere gratitude for the contributions made by these three directors during their tenure.
2. Report on Matters Relating to the Convening of the First Extraordinary General Meeting of Shareholders for 2022.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
III. Supporting Documents for Review
1. A resolution of the Board of Directors signed by the directors in attendance and sealed with the Board’s official seal.
2. Opinion of the Independent Directors.
Board of Directors of Iceberg Cold & Heat Technology Co., Ltd.
December 24, 2021
Appendix 1: Resumes of Non-Independent Director Candidates for the Company’s Ninth Board of Directors
(1) Ji Zhijian, male, born in 1967, graduated from Dalian University of Technology with a Ph.D. in Management. Since February 2014, he has served as a Director and President of Dalian Bingshan Group Co., Ltd. Since July 2016, he has held the positions of Chairman and President of Dalian Bingshan Group Co., Ltd. Since March 2014, he has also served as the Company’s Chairman.
As of the date of this announcement, Mr. Ji Zhijian holds 1,528,830 shares of the Company’s A shares. He is not subject to any disqualification from nomination as a director and meets the eligibility requirements stipulated by laws, regulations, and relevant rules; he has no affiliations with other shareholders holding more than 5% of the Company’s shares, nor with any other directors, supervisors, or senior management personnel of the Company; he has never been penalized by the China Securities Regulatory Commission or other competent authorities, nor subjected to disciplinary sanctions by the stock exchange; he has not been placed under investigation by judicial authorities on suspicion of criminal activity, nor subjected to an investigation by the China Securities Regulatory Commission for suspected violations of laws or regulations; and he is not a discredited person subject to enforcement.
(2) Fan Wen, male, born in 1965, holds a postgraduate degree. From February 1993 to January 2013, he successively served as Deputy Director and then Director of the Company’s Import-Export Department. Starting in February 1999, he held the positions of Assistant General Manager and Vice President at Dalian Bingshan Group Co., Ltd. Since September 2016, he has served as a Director of Jiangsu Jingxue Energy-Saving Technology Co., Ltd.
As of the date of this announcement, Mr. Fan Wen holds 7,770 A-shares of the Company. He is not subject to any disqualifications for nomination as a director and meets the eligibility requirements stipulated by applicable laws, regulations, and relevant rules; he has no affiliations with other shareholders holding more than 5% of the Company’s shares, nor with any other directors, supervisors, or senior management personnel of the Company; he has never been penalized by the China Securities Regulatory Commission or other competent authorities, nor subjected to disciplinary sanctions by the stock exchange; he has not been placed under investigation by judicial authorities on suspicion of criminal activity, nor subjected to an investigation by the China Securities Regulatory Commission on suspicion of violations of laws or regulations; and he is not a discredited person subject to enforcement.
(3) Yin Xide, male, born in 1971, is a graduate of Dalian University of Technology. From July 1995 to June 2016, he successively held the positions of Sales Director, Deputy Head of the Sales Division, and General Manager of the Low-Temperature Logistics Equipment Business Unit at Panasonic Cold Chain (Dalian) Co., Ltd. (formerly Dalian Sanyo Cold Chain Co., Ltd.). From July 2016 to December 2020, he served as General Manager of Panasonic Refrigeration Systems (Dalian) Co., Ltd. Since January 2021, he has been serving as the company’s General Manager. Effective May 2021, he has also held the dual roles of Director and General Manager of the company.
As of the date of this announcement, Mr. Yin Xide holds 90,080 A-shares of the Company. He is not subject to any disqualifications for nomination as a director and meets the eligibility requirements stipulated by applicable laws, regulations, and relevant rules; he has no affiliations with shareholders holding more than 5% of the Company’s shares, nor with other directors, supervisors, or senior management personnel of the Company; he has never been penalized by the China Securities Regulatory Commission or other competent authorities, nor subjected to disciplinary sanctions by the stock exchange; he has not been placed under investigation by judicial authorities on suspicion of criminal activity, nor subjected to an investigation by the China Securities Regulatory Commission on suspicion of violations of laws or regulations; and he is not a person who has been listed as a discredited judgment debtor.
(4) Song Wenbao, male, born in 1973, graduated from Zhejiang University and holds the CFA (Chartered Financial Analyst) designation. From April 2007 to July 2016, he served as the Company’s Securities Affairs Representative. Since February 2013, he has held the position of Company Secretary to the Board of Directors.
As of the date of this announcement, Mr. Song Wenbao holds 593,880 A-shares of the Company. He is not subject to any disqualification from nomination as a director and meets the eligibility requirements stipulated by applicable laws, regulations, and relevant rules; he has no affiliations with shareholders holding more than 5% of the Company’s shares, nor with other directors, supervisors, or senior management personnel of the Company; he has never been penalized by the China Securities Regulatory Commission or other competent authorities, nor subjected to disciplinary sanctions by the stock exchange; he has not been placed under investigation by judicial authorities on suspicion of criminal activity, nor subjected to an investigation by the China Securities Regulatory Commission for suspected violations of laws or regulations; and he is not a person who has been listed as a discredited judgment debtor.
(5) Shigeru Dono, male, born in 1962, is a graduate of Kyoto University in Japan. Since January 2012, he has successively held the following positions at Panasonic Corporation: Head of Technical Management for the Beauty & Lifestyle Division of the HA Business Unit within the Home Appliances and Thermal Equipment Company; General Manager of the Kitchen Appliances Business Unit; Head of Planning; Head of the Food Distribution Business; General Manager of the Kitchen Space Business; Head of the HA Business; and Vice President; as well as Executive Officer of Panasonic Corporation. He currently serves as Deputy General Manager of the Living Solutions Business Headquarters at Panasonic Corporation, Head of the Home Appliances Division, and President of the China–Northeast Asia Company. Since December 2021, he has also been a Director of Dalian Bingshan Group Co., Ltd.
As of the date of this announcement, Mr. Tang Yemao does not hold any shares in the Company. He is not subject to any disqualifications for nomination as a director and meets the eligibility requirements stipulated by applicable laws, regulations, and relevant rules; he has no affiliations with other shareholders holding more than 5% of the Company’s shares, nor with any other directors, supervisors, or senior management personnel of the Company; he has never been penalized by the China Securities Regulatory Commission or other competent authorities, nor subjected to disciplinary sanctions by the stock exchange; he has not been placed under investigation by judicial authorities on suspicion of criminal activity, nor subjected to an investigation by the China Securities Regulatory Commission on suspicion of violations of laws or regulations; and he is not a person who has been listed as a discredited judgment debtor.
(6) Nishimoto Shigeyuki, male, born in 1967, joined Matsushita Electric Industrial Co., Ltd. in 1992. In recent years, he has successively held the positions of Director of the Finance Planning Office at Matsushita Electric’s headquarters and Director of the Systems Coordination Office within the Finance Department. He currently serves as Chief Financial Officer of Panasonic China & Northeast Asia Co., Ltd. Since July 2021, he has been a supervisor of Dalian Bingshan Group Co., Ltd. Since June 2019, he has served as a director of the company.
As of the date of this announcement, Mr. Nishimoto Shigeyuki does not hold any shares in the Company. He is not subject to any disqualifications for nomination as a director and meets the eligibility requirements stipulated by applicable laws, regulations, and relevant rules; he has no affiliations with other shareholders holding more than 5% of the Company’s shares, nor with any other directors, supervisors, or senior management personnel of the Company; he has never been penalized by the China Securities Regulatory Commission or other competent authorities, nor subjected to disciplinary sanctions by a stock exchange; he has not been placed under investigation by judicial authorities on suspicion of criminal activity, nor subjected to an investigation by the China Securities Regulatory Commission on suspicion of violations of laws or regulations; and he is not a person who has been listed as a discredited judgment debtor.
Appendix 2: Biographical Sketches of Independent Director Candidates for the Ninth Board of Directors
(1) Zhai Yunling, male, born in 1963, holds a Doctor of Laws degree. He currently serves as a professor at the School of Law of Dalian Maritime University, an attorney at Beijing Jincheng Tongda (Dalian) Law Firm, legal advisor to the Dalian Municipal People’s Government, and a member/arbitrator of the Dalian Arbitration Commission. Since May 2021, he has served as an independent director of the Company.
As of the date of this announcement, Mr. Zhai Yunling does not hold any shares in the Company. He is not subject to any disqualification from being nominated as a director and meets the eligibility requirements stipulated by applicable laws, regulations, and relevant rules; he has no affiliations with shareholders holding more than 5% of the Company’s shares, nor with other directors, supervisors, or senior management personnel of the Company; he has never been penalized by the China Securities Regulatory Commission or other competent authorities, nor subjected to disciplinary sanctions by a stock exchange; he has not been placed under investigation by judicial authorities on suspicion of criminal activity, nor subjected to an investigation by the China Securities Regulatory Commission on suspicion of violations of laws or regulations; and he is not a person who has been listed as a discredited judgment debtor.
(2) Liu Yuanyuan, female, born in 1974, holds a Ph.D. in Accounting and is a Certified Public Accountant. She currently serves as a professor at the School of Accounting of Northeastern University of Finance and Economics, Director of the Sino-German Research Center for Management Control, Independent Director of China Railway Tielong Container Logistics Co., Ltd., and Independent Director of Dalian Bank Co., Ltd. Since May 2021, she has held the position of Independent Director of the Company.
As of the date of this announcement, Ms. Liu Yuanyuan does not hold any shares in the Company. She is not subject to any disqualifications for nomination as a director and meets the eligibility requirements under applicable laws, regulations, and relevant rules; she has no affiliations with shareholders holding more than 5% of the Company’s shares, nor with other directors, supervisors, or senior management personnel of the Company; she has never been penalized by the China Securities Regulatory Commission or other competent authorities, nor subjected to disciplinary sanctions by the stock exchange; she has not been placed under investigation by judicial authorities on suspicion of criminal activity, nor subjected to an investigation by the China Securities Regulatory Commission on suspicion of violations of laws or regulations; and she is not a person who has been listed as a discredited judgment debtor.
(3) Yao Hong, female, born in 1973, holds a Ph.D. in Management. She currently serves as an Associate Professor at the Institute of Finance and Accounting, School of Economics and Management, Dalian University of Technology, and as an independent director of Shanghai Binku Network Technology Co., Ltd., Hualu Zhida Technology Co., Ltd., and Harbin HaTou Investment Co., Ltd. She has been an independent director of the Company since May 2021.
As of the date of this announcement, Ms. Yao Hong does not hold any shares in the Company. She is not subject to any disqualifications for nomination as a director and meets the eligibility requirements stipulated by applicable laws, regulations, and relevant rules; she has no affiliations with shareholders holding more than 5% of the Company’s shares, nor with other directors, supervisors, or senior management personnel of the Company; she has never been penalized by the China Securities Regulatory Commission or other competent authorities, nor subjected to disciplinary sanctions by the stock exchange; she has not been placed under investigation by judicial authorities on suspicion of criminal activity, nor subjected to an investigation by the China Securities Regulatory Commission on suspicion of violations of laws or regulations; and she is not a person who has been listed as a discredited judgment debtor.