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Announcement of Resolutions Adopted at the 26th Meeting of the 7th Board of Directors
Securities Code: 000530 ; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2018-050
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the 26th Meeting of the 7th 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 Meeting was issued in 2018 Issued in writing on December 18 of the year.
2 , This board meeting was held in 2018 It was convened on December 27 of the year by written ballot.
3 , 9 directors should participate in the vote In fact, 9 directors were voted on.
4 The convening of this board meeting is in compliance with the relevant laws, administrative regulations, departmental rules, normative documents, and the Company’s Articles of Association.
II. Review of the Board Meeting
1 Report on the Candidates for Directors of the Eighth Board of Directors of the Company.
Nominate Ji Zhijian, Ding Jie, Xu Junrao, Fan Yuekun, Takagi Toshiyuki, Shinichi Watanabe and five others have been nominated as non-independent director candidates for the Company’s Eighth Board of Directors, while Dai Dashuang, Liu Jiwei (an accounting professional), and Wang Yan have been nominated as independent director candidates for the same board.
The company’s independent directors unanimously approved the aforementioned individuals as candidates for election to the eighth 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 2019 for consideration. Nominees for independent director positions may be submitted for approval at the Company’s First Extraordinary General Meeting of 2019 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 inquiries via the investor hotline at 400-808-9999 or by email. info@szse.cn , and provide feedback to the institute.
2. Matters concerning the convening of the First Extraordinary General Meeting of Shareholders for 2019.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
III. Supporting Documents for Review
1 — A board resolution signed by the directors in attendance and sealed with the board’s official seal.
2 III. Opinion of the Independent Directors.
Board of Directors of Dalian Refrigeration Co., Ltd.
December 28, 2018
Attachment 1: Resumes of Non-Independent Director Candidates for the Eighth Board of Directors
(1) Ji Zhijian, male, born in 1967, holds a Ph.D. in Management from Dalian University of Technology. From July 1992 to July 1996, he served as a director and deputy general manager of Dalian Dayang Transportation & Refrigeration Engineering Co., Ltd. From July 1996 to May 2003, he held the positions of director and general manager at Dalian Sanyo Food Equipment Co., Ltd. From May 2003 to March 2018, he successively served as general manager and then chairman of Dalian Sanyo Cold Chain Co., Ltd. (now renamed Panasonic Cold Chain (Dalian) Co., Ltd.). Since February 2014, he has been a director and president of Dalian Bingshan Group Co., Ltd.; since July 2016, he has served as both chairman and president of the company. Effective March 2014, he has also been the chairman of this company. He is not listed as a discredited person subject to enforcement, has never been penalized by the China Securities Regulatory Commission or other relevant authorities, nor has he been disciplined by any stock exchange, and currently holds 1,528,830 shares of the company’s A shares.
(2) Ding Jie, male, born in 1963, graduated with a degree in Compressor and Refrigeration Technology from Xi’an Jiaotong University and holds a master’s and doctoral degree in Business Administration from Huazhong University of Science and Technology. Since 2002, he has served as the General Manager of Wuhan New World Refrigeration Industry Co., Ltd.; since 2016, he has served as the Chairman of the same company. From January 2016 to April 2018, he held the positions of Director and General Manager of the Company. Since April 2018, he has served as the Vice Chairman and General Manager of the Company. He is not listed as a discredited person subject to enforcement, has not been penalized by the China Securities Regulatory Commission or other relevant authorities, nor subjected to disciplinary actions by stock exchanges, and currently holds 1,015,000 shares of the Company’s A shares.
(3) Xu Junrao, female, born in 1963, holds a Master’s degree in Business Administration and is a Senior Accountant. From 1998 to 2001, she served as the Head of the Company’s Finance Department. From 2001 to June 2004, she held the positions of Deputy Chief Accountant and Head of the Finance Department. From June 2004 to February 2013, she served as the Company’s Chief Financial Officer and Head of the Finance Department. Since May 2003, she has been elected as a director of the Company and was re-elected consecutively until February 2013. From May 2009 to February 2013, she concurrently served as the Company’s Board Secretary. In January 2013, she was appointed Deputy Chief Accountant and Vice President and Chief Accountant of Dalian BingShan Group Co., Ltd.; since March 2014, she has served as a director of the Company. She is not listed as a discredited person subject to enforcement, has not been penalized by the China Securities Regulatory Commission or other relevant authorities, nor has she been disciplined by any stock exchange, and currently holds 995,349 shares of the Company’s A shares.
(4) Fan Yuekun, male, born in 1964, graduated with a degree in Engineering Physics from Tsinghua University and holds an MBA from Dalian University of Technology. From 2003 to 2013, he successively served as Head of the Operations Management Department and Assistant to the General Manager at Dalian Sanyo Cold Chain Co., Ltd. (now renamed Panasonic Cold Chain (Dalian) Co., Ltd.). From June 2013 to July 2015, he held the position of General Manager of Dalian Huali Group. In October 2015, he was appointed Deputy General Manager of this company. Since May 2018, he has served as a Director and Deputy General Manager of this company. He is not listed as a discredited person subject to enforcement, has not been penalized by the China Securities Regulatory Commission or other relevant authorities, nor has he been disciplined by any stock exchange, and currently holds 700,000 A-shares of this company.
(5) Takayuki Takagi, male, born in 1957, is a graduate of Osaka Prefectural University. He joined Matsushita Electric Industrial Co., Ltd. in 1983 and has since held positions in the company’s Technical Headquarters, Information Equipment Headquarters, Personal Computer Division, IT Products Division, AVC Network Company, and Panasonic System Networks Co., Ltd. He currently serves as an executive director of Matsushita Electric Industrial Co., Ltd., Vice President of the Electrical Residential Equipment and Appliances Division, and President of the Air Conditioning Business Company. He has been a director of this company since March 2017. He is not listed as a discredited person subject to enforcement, has not been penalized by the China Securities Regulatory Commission or other relevant authorities, nor has he been disciplined by any stock exchange, and does not hold any shares in this company.
(6) Shinichi Watanabe, male, born in 1964, is a graduate of Osaka City University. He joined the Finance Department of Panasonic Housing Equipment Co., Ltd. in April 1988. From June 2014 to June 2018, he served as Executive Director and Head of Business Planning and Management at PanaHome Co., Ltd., a subsidiary of Panasonic Corporation. Since June 2018, he has held the position of General Manager of Air-Conditioning Business Finance at the Finance Center of Panasonic Appliances & Thermal Systems Co., Ltd. (AP). He is not listed as a discredited person subject to enforcement, has not been penalized by the China Securities Regulatory Commission or other relevant authorities, nor has he been disciplined by any stock exchange, and does not hold any shares in this company.
Attachment 2: Resumes of Independent Director Candidates for the Eighth Board of Directors
(1) Dai Dashuang, female, born in 1951, is a professor, an international project management assessor, and a China-registered consulting engineer. She has previously served as the Executive Vice Dean of the School of Management at Dalian University of Technology and as the Director of the Institute of Techno-Economic Research. She currently holds the positions of Professor and Doctoral Supervisor at the School of Business Administration of Dalian University of Technology, Director of the Project Management Research Center of Dalian University of Technology, Independent Director of Dalian Hua Rui Heavy Industry Group Co., Ltd., and Independent Director of Yingkou Port Co., Ltd. She has been an independent director of this company since February 2015. She has no affiliations with this company, its controlling shareholder, or its ultimate controller; she does not hold any shares in this company; she is not listed as a discredited person subject to enforcement; and she has never been penalized by the China Securities Regulatory Commission or other relevant authorities, nor has she been disciplined by the stock exchange.
(2) Liu Jiwei, male, born in 1961, holds a Ph.D. in Management, is a professor of Accounting, and is a Certified Public Accountant. He has previously served as Vice Dean of the Jinqiao School of Business at Northeastern University of Finance and Economics, Dean of the Vocational and Technical College, Director of the Finance Department, and Chief Accountant concurrently serving as Director of the Finance Department. He currently serves as a professor at the School of Accounting of Northeastern University of Finance and Economics, an independent director of GF Securities Co., Ltd., and an independent director of Lingyuan Iron & Steel Co., Ltd. Since February 2015, he has been an independent director of this company. He has no affiliations with this company, its controlling shareholder, or its ultimate controller; does not hold any shares in this company; is not listed as a discredited person subject to enforcement; and has never been penalized by the China Securities Regulatory Commission or other relevant authorities, nor subjected to disciplinary actions by the stock exchange.
(3) Wang Yan, female, born in 1963, is a professor of law. She has previously served as the Vice Dean of the School of Law at Northeastern University of Finance and Economics, a director of the China Society of Economic Law, the President of the Economic Law Research Association of the Liaoning Provincial Law Society, and an arbitrator on the Dalian Arbitration Commission. She currently holds the position of Professor at the School of Law of Northeastern University of Finance and Economics and has served as an independent director of this company since May 2015. She has no affiliations with this company, its controlling shareholder, or its ultimate controller; she does not hold any shares in this company; she is not listed as a discredited person subject to enforcement; and she has never been penalized by the China Securities Regulatory Commission or other relevant authorities, nor has she been disciplined by any stock exchange.