Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.

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1. Report on the Election of New Directors

2024 One of the documents for the First Extraordinary General Meeting of the Year

 

Report on the Election of New Directors

 

Dear Shareholders:

The term of the Company’s Ninth Board of Directors is about to expire, necessitating the election of a new board. Following the 23rd meeting of the Ninth Board of Directors, Review at the subsequent board meeting , it is proposed to elect the following individuals as Company No. Ten Directors of the Current Board of Directors :

Election of Ji Zhijian 、 Cai Liyong 、 Xu Wei, Kinoshita Ayumu, Nishimoto Shigeyuki, Song Wenbao Six individuals are non-independent directors on the company’s 10th Board of Directors;

Elect Zhai Yunling, Liu Yuanyuan, and Yao Hong. The three individuals serve as independent directors on the company’s 10th Board of Directors.

The resumes of the aforementioned candidates are attached.

The above report is submitted for your review.

 

                              2024 year 12 month 27 day

 


    Attachment 1. Biographical Sketches of Non-Independent Director Candidates for the Company’s Tenth Board of Directors

( 1) Ji Zhijian, male, born in 1967, holds a Ph.D. in Management from Dalian University of Technology. Since February 2014, he has served as 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 Chairman of the company.

As of the date of this announcement, Mr. Ji Zhijian holds the Company. 1,528,830 shares of A-shares. There are no circumstances that would disqualify the individual from being nominated as a director, and the individual meets the eligibility requirements stipulated by laws, regulations, and relevant rules; the individual has no affiliations with other shareholders holding more than 5% of the company’s shares, nor with other directors, supervisors, or senior management personnel of the company; the individual has not been subject to penalties by the China Securities Regulatory Commission or other competent authorities, nor to disciplinary sanctions by stock exchanges, and has not been placed under investigation by judicial authorities on suspicion of criminal activity or subjected to an investigation by the China Securities Regulatory Commission for suspected violations of laws or regulations; the individual is not a discredited person subject to enforcement.

( 2) Cai Liyong, male, born in 1973, graduated from the Refrigeration and Cold Storage program at Heilongjiang College of Commerce (now renamed Harbin University of Commerce), and holds an MBA from Northeastern University of Finance and Economics. From November 1995 to September 2008, he successively held the positions of Sales Representative in the Sales Department, Head of the Sales Technology Department, Director of the Engineering Technology Service Center, and Deputy Head of the Sales Headquarters at Dalian Sanyo Cold Chain Co., Ltd. From October 2008 to January 2015, he served as General Manager of Dalian Bingshan Metal Processing Co., Ltd. From February 2015 to September 2019, he was General Manager of Dalian Bingshan Lingshe Quick-Freezing Equipment Co., Ltd. From October 2019 to October 2021, he served as General Manager of Wuhan New World Refrigeration Industry Co., Ltd. From November 2021 to November 2023, he was General Manager of Bingshan Songyang Refrigeration (Dalian) Co., Ltd. Effective January 1, 2024, he has been appointed General Manager of the company, and since May 2024, he has concurrently served as a Director of the company.

As of the date of this announcement, Mr. Cai Liyong does not hold any shares of the Company. He is not subject to any disqualification from being nominated as a director and meets the eligibility requirements stipulated by laws, regulations, and relevant rules; furthermore, he has no other holdings in the Company. Shareholders holding more than 5% of the shares, as well as other directors, supervisors, and senior management personnel of the company, have no affiliations with the company; they have not been subject to penalties by the China Securities Regulatory Commission or other relevant authorities, nor to disciplinary sanctions by stock exchanges; they have not been placed under investigation by judicial authorities on suspicion of criminal activity, nor have they been subject to investigations by the China Securities Regulatory Commission for suspected violations of laws or regulations; and they are not listed as discredited persons subject to enforcement.

( 3) Xu Wei, male, born in 1978, graduated with a degree in Mechanical Electronics from Dalian University of Technology, holds an MBA from Dalian University of Technology, and a Master’s degree in Thermal Energy and Power Engineering from Xi’an Jiaotong University. From July 2001 to March 2014, he successively held positions as a staff member in the Production Planning Department of Dalian Sanyo Food Equipment Co., Ltd., Head of the Human Resources Department at Dalian Sanyo Cold Chain Co., Ltd., and Head of the Business Management Headquarters. From April 2014 to August 2018, he served as Head of the Business Promotion Headquarters of Dalian Bingshan Group Co., Ltd. From September 2018 to July 2024, he was General Manager of Dalian Bingshan Huigu Development Co., Ltd. From January 2021 to December 2023, he held the position of Assistant to the President of Dalian Bingshan Group Co., Ltd. Since January 2024, he has served as Vice President of Dalian Bingshan Group Co., Ltd.

As of the date of this announcement, Mr. Xu Wei does not hold any shares of the Company. He is not subject to any disqualifications for nomination as a director and meets the eligibility requirements stipulated by laws, regulations, and relevant rules; furthermore, he is not associated with other shareholders of the Company. Shareholders holding more than 5% of the shares, as well as other directors, supervisors, and senior management personnel of the company, have no affiliations with the company; they have not been subject to penalties by the China Securities Regulatory Commission or other relevant authorities, nor to disciplinary sanctions by stock exchanges; they have not been placed under investigation by judicial authorities on suspicion of criminal activity, nor have they been subject to investigations by the China Securities Regulatory Commission for suspected violations of laws or regulations; and they are not listed as discredited persons subject to enforcement.

( 4) Ayumu Kinoshita, male, born in 1972, is a graduate of Kansai Gakuin University in Japan. In April 1995, he joined Matsushita Electric Industrial Co., Ltd. Since April 2019, he has held various senior positions at Matsushita Electric Industrial Co., Ltd.’s China–Northeast Asia Division, including Deputy General Manager of the Smart Living Business Unit; Deputy General Manager, General Manager, and President of the Housing & Construction Space Business Unit; and General Manager of the Smart Living Business Unit. Effective December 2023, he has served as Executive Vice President of Panasonic Corporation and President and CEO of the China–Northeast Asia Division. Since March 2024, he has been a Director of Dalian Bingshan Group Co., Ltd., and since May 2024, a Director of the Company.

As of the date of this announcement, Mr. Ayumu Kinoshita does not hold any shares in the Company. He is not subject to any disqualifications from being nominated as a director and meets the eligibility requirements stipulated by laws, regulations, and relevant rules; with respect to other shareholders of the Company Shareholders holding more than 5% of the shares, as well as other directors, supervisors, and senior management personnel of the company, have no affiliations with the company; they have not been subject to penalties by the China Securities Regulatory Commission or other relevant authorities, nor to disciplinary sanctions by stock exchanges; they have not been placed under investigation by judicial authorities on suspicion of criminal activity, nor have they been subject to investigations by the China Securities Regulatory Commission for suspected violations of laws or regulations; and they are not listed as discredited persons subject to enforcement.

( 5) Shigenori Nishimoto, 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 of the Company. He is not subject to any disqualifications for nomination as a director and meets the eligibility requirements stipulated by laws, regulations, and relevant rules; with respect to other shareholders of the Company, Shareholders holding more than 5% of the shares, as well as other directors, supervisors, and senior management personnel of the company, have no affiliations with the company; they have not been subject to penalties by the China Securities Regulatory Commission or other relevant authorities, nor to disciplinary sanctions by stock exchanges; they have not been placed under investigation by judicial authorities on suspicion of criminal activity, nor have they been subject to investigations by the China Securities Regulatory Commission for suspected violations of laws or regulations; and they are not listed as discredited persons subject to enforcement.

( 6) 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 Secretary of the Board of Directors, and since January 2022, he has concurrently served as a Director of the Company.

As of the date of this announcement, Mr. Song Wenbao holds the Company. 593,880 A-shares. There are no circumstances that would disqualify the individual from being nominated as a director, and the individual meets the eligibility requirements stipulated by laws, regulations, and relevant rules; the individual 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; the individual has not been subject to penalties by the China Securities Regulatory Commission or other competent authorities, nor to disciplinary sanctions by stock exchanges, and has not been placed under investigation by judicial authorities on suspicion of criminal activity or subjected to an investigation by the China Securities Regulatory Commission for suspected violations of laws or regulations; the individual is not a discredited person subject to enforcement.

 


Attachment 2: Biographical Sketches of Independent Director Candidates for the Tenth Session of the Company’s 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 of the Company. He is not subject to any disqualification from being nominated as a director and meets the eligibility requirements stipulated by laws, regulations, and relevant rules; and he has no affiliations with shareholders of the Company. Shareholders holding more than 5% of the shares, as well as other directors, supervisors, and senior management personnel of the company, have no affiliations with the company; they have not been subject to penalties by the China Securities Regulatory Commission or other relevant authorities, nor to disciplinary sanctions by stock exchanges; they have not been placed under investigation by judicial authorities on suspicion of criminal activity, nor have they been subject to investigations by the China Securities Regulatory Commission for suspected violations of laws or regulations; and they are not listed as discredited persons subject to enforcement.

( 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, an independent director of China Railway Tielong Container Logistics Co., Ltd., and an independent director of JinKai (Liaoning) Life Science Technology Co., Ltd. She has been an independent director of the Company since May 2021.

As of the date of this announcement, Ms. Liu Yuanyuan does not hold any shares in the Company. She is not subject to any disqualification from being nominated as a director and meets the eligibility requirements stipulated by laws, regulations, and relevant rules; and she has no affiliations with shareholders of the Company. Shareholders holding more than 5% of the shares, as well as other directors, supervisors, and senior management personnel of the company, have no affiliations with the company; they have not been subject to penalties by the China Securities Regulatory Commission or other relevant authorities, nor to disciplinary sanctions by stock exchanges; they have not been placed under investigation by judicial authorities on suspicion of criminal activity, nor have they been subject to investigations by the China Securities Regulatory Commission for suspected violations of laws or regulations; and they are not listed as discredited persons subject to enforcement.

( 3) Yao Hong, female, born in 1973, holds a Ph.D. in Management. She is currently an Associate Professor at the School of Economics and Management of Dalian University of Technology and an Independent Director of Fushun Special Steel Co., Ltd. She has served as an Independent Director of the company since May 2021.

As of the date of this announcement, Ms. Yao Hong does not hold any shares of the Company. She is not subject to any disqualifications for nomination as a director and meets the eligibility requirements stipulated by laws, regulations, and relevant rules; and she has no affiliations with shareholders of the Company. Shareholders holding more than 5% of the shares, as well as other directors, supervisors, and senior management personnel of the company, have no affiliations with the company; they have not been subject to penalties by the China Securities Regulatory Commission or other relevant authorities, nor to disciplinary sanctions by stock exchanges; they have not been placed under investigation by judicial authorities on suspicion of criminal activity, nor have they been subject to investigations by the China Securities Regulatory Commission for suspected violations of laws or regulations; and they are not listed as discredited persons subject to enforcement.

 

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