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Iceberg Cold & Heat Technology Co., Ltd.

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Announcement of Resolutions Adopted at the 21st Meeting of the 5th Board of Directors

 
	Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2013-001 

 
	Dalian Refrigeration Co., Ltd. 

 
	Announcement of Resolutions Adopted at the 21st Meeting of the 5th Board of Directors 

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 served in writing on January 14, 2013.

2. This board meeting was held on January 18, 2013, by way of on-site voting.

3. Nine directors were entitled to vote, and all nine directors actually voted.

4. This board meeting was chaired by Mr. Zhang He, Chairman of the Company.

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. Report on Candidates for Directors of the Sixth Board of Directors of the Company.

Nominate Xiao Yongqin, Wang Jian, Liu Kai, Wang Zhiqiang, Rong Yan, and Nagasawa Shuji as candidates for non-independent directors on the Company’s Sixth Board of Directors; nominate Wang Huiquan, Xing Tiancai, and Liu Caiping (an accounting professional) as candidates for independent directors on the Company’s Sixth Board of Directors.

None of the aforementioned candidates has ever been penalized by the China Securities Regulatory Commission or other relevant authorities, nor has any of them been disciplined by a stock exchange. The company’s independent directors have unanimously approved the above-mentioned individuals as candidates for election to the sixth session of the Board of Directors.

Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.

This proposal shall be submitted to the Company’s First Extraordinary General Meeting of 2013 for consideration. Nominees for independent director positions may be submitted for approval at the Company’s First Extraordinary General Meeting of 2013 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. Matters concerning the convening of the First Extraordinary General Meeting of Shareholders for 2013.

Approved: 9 votes; Opposed: 0 votes; Abstentions: 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. Opinion of the Independent Directors.

Board of Directors, Dalian Refrigeration Co., Ltd.

January 19, 2013

Appendix 1: Biographical Sketches of Non-Independent Director Candidates for the Sixth Board of Directors

(1) Xiao Yongqin, male, born in 1954, is a professor-level senior engineer. From 1977 to 1992, he successively held the positions of Designer in the Design Department, Deputy Director of the Design Department, Director of the Design Department, and Deputy Chief Engineer at the former Dalian Refrigeration Machinery Factory. Since 1992, he has served as the General Manager of Dalian Sanyo Refrigeration Co., Ltd. From 1999 to 2008, he concurrently held the position of Deputy General Manager of Dalian Bingshan Group Co., Ltd. Since January 11, 2013, he has served as the Chairman of Dalian Bingshan Group Co., Ltd. He does not hold any shares in this company.

(2) Wang Jian, male, born in 1957, holds a Bachelor’s degree in Business Administration from Northeastern University of Finance and Economics. In June 1996, he was appointed Deputy Director of the Office for Industrial Structure Adjustment of Enterprises under the Dalian Municipal Economic Commission. In November 1996, he was appointed Deputy Director of the Office for Optimizing Capital Structures of Industrial Enterprises under the Dalian Municipal Government. In September 2000, he was promoted to Director of the same office. In December 2001, he was appointed Director of the Enterprise Reform Division of the Dalian Municipal Commission of Economy and Trade. In October 2004, he was appointed Director of the Enterprise Reform Division of the State-owned Assets Supervision and Administration Commission of the Dalian Municipal People’s Government. In June 2008, he was appointed Deputy Inspector of the State-owned Assets Supervision and Administration Commission of the Dalian Municipal People’s Government. Since June 2012, he has served as Secretary of the Party Committee of Dalian Bingshan Group Co., Ltd. Since January 11, 2013, he has held the positions of Vice Chairman and General Manager of Dalian Bingshan Group Co., Ltd. He does not hold any shares in the Company.

(3) Liu Kai, male, born in 1974, graduated with a degree in Mechanical Design and Manufacturing from Xi’an Jiaotong University and holds an MBA from Dalian University of Technology. In 1998, he was appointed as a designer in the Screw Division of the Company’s Product Development Department. In 2000, he served as Secretary of the Communist Youth League Committee of Dalian Bingshan Group Co., Ltd. In 2006, he was promoted to Head of the Company’s Machining Business Division. In 2009, he was appointed Head of the Company’s Production Management Department. Since 2011, he has held the positions of Assistant to the General Manager and concurrently Head of the Production Management Department. Effective January 11, 2013, he has served as a Director of Dalian Bingshan Group Co., Ltd. He does not hold any shares in the Company.

(4) Wang Zhiqiang, male, born in 1962, holds a postgraduate degree and a master’s degree from the Department of Mechanical Engineering at Dalian University of Technology. From 1983 to 1993, he successively served as a designer in Design Division No. 1 of the former Dalian Refrigeration Equipment Factory and as Deputy Director of Design Division No. 1. In 1993, he was appointed Head of the Product Development Department of this company. Since 1998, he has held the positions of Deputy General Manager and Chief Engineer of this company. He does not hold any shares in this company.

(5) Rong Yan, female, born in 1969, is a Senior Accountant. Since 1993, she has held various positions at Dalian Sanyo Refrigeration Co., Ltd., including Financial Supervisor, Assistant to the Director of the Finance Department, Head of the Financial Management Division, and Director of the Finance Management Department. From September 2012 to the present, she has served as the Director of the Business Planning Headquarters at Dalian Sanyo Refrigeration Co., Ltd., overseeing business planning, IT, and finance. She does not hold any shares in the Company.

(6) Hideharu Nagasawa, male, born in 1960, holds a master’s degree from the Graduate School of Business Administration at Ritsumeikan University in Japan. He joined Sanyo Electric Co., Ltd. in 1984 and has since held various senior positions, including Head of the Corporate Strategy Unit within the Corporate Planning Headquarters, Deputy General Manager, General Manager, Executive Director, and Senior Executive Director. Since April 2012, he has served as a Director and Senior Executive Director, as well as Head of the Corporate Planning Headquarters and Legal Affairs Officer. He does not hold any shares in this company.

Appendix 2: Biographical Sketches of Independent Director Candidates for the Sixth Board of Directors

(1) Wang Huiquan, male, born in 1944. Currently serves as an independent director of the Company. From March 1993 to December 1999, he held the positions of Member of the Standing Committee of the Dalian Municipal Party Committee and Head of the Publicity Department. From December 1999 to August 2004, he served as a Member of the Standing Committee of the Dalian Municipal Party Committee, Deputy Secretary of the Municipal Party Committee, and Secretary of the Municipal Commission for Discipline Inspection; he has since retired. Since April 2007, he has served as an independent director of Dalian Shang Group Co., Ltd. He does not hold any shares in the Company. He has no affiliations with the Company’s controlling shareholder or actual controller.

(2) Xing Tiancai, male, born in 1961, is a professor. He currently serves as an independent director of the Company. From September 1999 to November 2006, he held the position of Dean of the Vocational and Technical College of Northeastern University of Finance and Economics. Since December 2006, he has served as Dean of the School of Finance at Northeastern University of Finance and Economics. Since December 2009, he has been an independent director of Bohai Ferry Co., Ltd. Since February 2012, he has also served as an independent director of China CITIC Bank Corporation. He does not hold any shares in the Company. He has no affiliations with the Company’s controlling shareholder or actual controller.

(3) Liu Caiping, female, born in 1955, is a Certified Public Accountant and a senior accountant at the professor-researcher level. She currently serves as an independent director of the Company. Since 2000, she has held the position of Chief Accountant at Dalian Municipal Construction Holding Co., Ltd., from which she has since retired. She does not hold any shares in the Company. She has no affiliations with the Company’s controlling shareholder or ultimate controller.