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Announcement of Resolutions Adopted at the 14th Meeting of the Sixth Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2015-002
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the 14th Meeting of the Sixth 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.
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I. Status of Board Meetings
1. Notice of this Board of Directors meeting was served in writing on January 15, 2015.
2. This board meeting was convened by facsimile on January 22, 2015.
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 the Candidates for Independent Directors of the Company’s Sixth Board of Directors.
Nominate Dai Dashuang and Liu Jiwei as candidates for independent director on the Company’s Sixth Board of Directors.
The company’s independent directors unanimously approved the aforementioned individuals as candidates for independent director on the company’s sixth 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 2015 for consideration. Nominees for independent director positions may be submitted for approval at the Company’s First Extraordinary General Meeting of 2015 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 via the investor hotline at 0755-82083000 or by email at info@szse.cn.
2. Report on Matters Relating to the Convening of the First Extraordinary General Meeting of Shareholders for 2015.
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, Dalian Refrigeration Co., Ltd.
January 23, 2015
Attachment: Resumes of Independent Director Candidates for the Sixth Board of Directors of the Company
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 at Dalian University of Technology, Independent Director of Dalian Thermal Power Co., Ltd., and Independent Director of Yingkou Port Co., Ltd. She has no affiliations with the Company, its controlling shareholder, or its ultimate controller; she does not hold any shares in the Company; and she has never been subject to penalties by the China Securities Regulatory Commission or other relevant authorities, nor to disciplinary actions 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 the Vice Dean of the Jinqiao School of Business, the Dean of the Vocational and Technical College, the Director of the Finance Department, and the Chief Accountant and Director of the Finance Department at Northeastern University of Finance and Economics. 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. He has no affiliations with the Company, its controlling shareholder, or its ultimate controller; he does not hold any shares in the Company; and he has never been subject to penalties by the China Securities Regulatory Commission or other relevant authorities, nor to disciplinary actions by the stock exchange.
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