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Announcement of Resolutions Adopted at the First Meeting of the Tenth Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Bingshan Refrigeration & Heating; Bingshan B Announcement No.: 2024-044
Iceberg Cold & Heat Technology Co., Ltd.
Announcement of Resolutions Adopted at the First Meeting of the Tenth Board of Directors
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The Company and all members of the Board of Directors hereby certify that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or material omissions. |
I. Status of Board Meetings
1. Notice of this Board of Directors meeting was issued in writing on December 13, 2024.
2. This board meeting was held in the Company’s conference room on December 27, 2024, by way of on-site voting.
3. The number of directors required to vote is 9, and the number of directors who actually voted is 9.
4. This board meeting was chaired by Mr. Ji Zhijian.
5. 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. Elect the Chairman and Vice Chairmen of the Company
(1) Elect Ji Zhijian as the Chairman of the Company.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
(2) Elect Cai Liyong as the company’s Vice Chairman.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
2. Election of Members of the Audit Committee of the Company’s Board of Directors
The election of Ji Zhijian, Xu Wei, Zhai Yunling (Independent Director), Liu Yuanyuan (Independent Director), and Yao Hong (Independent Director) as members of the Company’s Board Audit Committee is hereby approved, with Liu Yuanyuan designated as the Chair of the Audit Committee.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
3. Election of Members of the Compensation and Assessment Committee of the Company’s Board of Directors
The election of Ji Zhijian, Cai Liyong, Zhai Yunling (Independent Director), Liu Yuanyuan (Independent Director), and Yao Hong (Independent Director) as members of the Company’s Board Compensation and Assessment Committee is hereby approved, with Liu Yuanyuan designated as the Chair of the Compensation and Assessment Committee.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
4. Appoint the Company’s General Manager
Appoint Cai Liyong as the Company’s General Manager.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
5. Appointment of the Company’s Deputy General Manager and Chief Financial Officer
(1) Appoint Yang Fuhua as Deputy General Manager of the Company.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
(2) Appoint Wang Jinxiu as the Company’s Chief Financial Officer.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
Mr. Lu Jun, formerly Deputy General Manager of the Company, will no longer serve in that capacity. The Company expresses its sincere gratitude for Mr. Lu Jun’s contributions during his tenure.
6. Appointment of the Company’s Board Secretary
Appoint Song Wenbao as the Company’s Board Secretary.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
7. Appointment of the Company’s Securities Affairs Representative
Du Yu is hereby appointed as the Company’s Securities Affairs Representative.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
The terms of office for the aforementioned appointed personnel shall be concurrent with the term of the Company’s Tenth Board of Directors.
3. Documents for Reference
1. A resolution of the Board of Directors signed by the directors in attendance and sealed with the Board’s official seal.
Board of Directors of BingShan Cold & Heat Technology Co., Ltd.
December 28, 2024
Attachment: Resumes of Relevant Personnel
1. Yang Fuhua, male, born in 1971, graduated from Xi’an Jiaotong University, and holds the title of Senior Engineer. From July 1993 to September 2017, he successively served as an engineer, deputy head, and head of the Company’s Complete Sets Design Department. From October 2017 to March 2019, he held the position of Deputy General Manager of Dalian Bingshan Group Engineering Co., Ltd. Since June 2021, he has served as Chief Engineer of the Company’s Sales Headquarters and Deputy Head of the R&D Headquarters. Effective January 2022, he has been appointed as Deputy General Manager of the Company.
As of the date of this announcement, Mr. Yang Fuhua does not hold any shares in the Company. He is not subject to any disqualifications from being nominated as a senior management officer 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 discredited person subject to enforcement.
2. Wang Jinxiu, female, born in 1970, graduated from Northeastern University of Finance and Economics, and holds the title of Senior Accountant. She has previously served as Cost Accountant in the Company’s Finance Department and as Head of the Finance Department at Dalian Bingshan Air-Conditioning Equipment Co., Ltd. Since May 2020, she has held the position of Head of the Company’s Financial Management Department. Since May 2021, she has served as the Company’s Chief Financial Officer.
As of the date of this announcement, Ms. Wang Jinxiu holds 5,000 A-shares of the Company. She is not subject to any disqualifications for nomination as a senior management officer 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.
3. Du Yu, female, born in 1989, graduated from Northeastern University of Finance and Economics. She has been employed in the Company’s Securities Regulatory Department since September 2014 and has served as the Company’s Securities Affairs Representative since July 2016.
Ms. Du Yu holds 21,420 A-shares of the Company and has never been subject to penalties by the China Securities Regulatory Commission or other relevant authorities, nor to disciplinary actions by the stock exchange. She has also not been placed under investigation by judicial authorities on suspicion of criminal activity, nor subjected to an official inquiry by the China Securities Regulatory Commission for alleged violations of laws or regulations. Furthermore, she is not listed as a discredited person subject to enforcement.
4. Detailed resumes of other personnel are set forth in the Company’s Board of Directors’ Resolution Announcement published in the China Securities Journal on December 11, 2024.