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Announcement of Resolutions Adopted at the First Meeting of the Sixth Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2013-005
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the First 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 information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or material omissions.
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I. Status of Board Meetings
1. Notice of this board meeting was served in writing on January 25, 2013.
2. This board meeting was held on February 5, 2013, in the Company’s Eighth-Floor Conference Room, with voting conducted on-site.
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. Xiao Yongqin.
5. The convening of this Board of Directors 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 Xiao Yongqin as the Chairman of the Company.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
(2) Elect Wang Jian as the company’s Vice Chairman.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
2. Elect the members of the Audit Committee of the Company’s Board of Directors.
Elect Xiao Yongqin, Liu Kai, Wang Huiquan (Independent Director), Xing Tiancai (Independent Director), and Liu Caiping (Independent Director) as members of the Company’s Audit Committee, and approve Xing Tiancai as the Chair of the Audit Committee.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
3. Elect the members of the Company’s Board of Directors’ Compensation and Assessment Committee.
Elect Xiao Yongqin, Rong Yan, Wang Huiquan (Independent Director), Xing Tiancai (Independent Director), and Liu Caiping (Independent Director) as members of the Company’s Board Compensation and Assessment Committee, and approve Xing Tiancai as the Chair of the Compensation and Assessment Committee.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
4. Appoint the company’s general manager.
Appoint Liu Kai as the Company’s General Manager.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
5. Appoint the company’s Deputy General Manager and Chief Financial Officer.
(1) Appoint Wang Zhiqiang as Deputy General Manager of the company.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
(2) Appoint Yang Bin as Deputy General Manager of the Company.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
(3) Appoint Rong Yan as the Company’s Chief Financial Officer.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
6. Appoint the Company’s Board Secretary.
Xu Junrao, the Company’s former Secretary of the Board, has been appointed as Deputy Chief Accountant of Dalian Bingshan Group Co., Ltd., the Company’s largest shareholder, and will therefore no longer serve as the Company’s Secretary of the Board. Song Wenbao has been appointed as the Company’s Secretary of the Board.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
7. Appoint the Company’s Securities Affairs Representative.
For the time being, Song Wenbao, the Company’s Board Secretary, will act as the Securities Affairs Representative; meanwhile, a candidate for the position of Securities Affairs Representative will be identified as soon as possible.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
The company’s independent directors have approved the appointment of the aforementioned individuals.
III. Supporting Documents for Review
1. 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.
February 6, 2013
Attachment: Resumes of Relevant Personnel
1. Yang Bin, male, born in 1956, holds an MBA. He has successively served as Director of the Company’s Design Department, Head of the Business Planning Department, Assistant to the General Manager, Deputy General Manager, and Executive Deputy General Manager.
2. Song Wenbao, male, born in 1973, is a CFA (Chartered Financial Analyst). He graduated from Zhejiang University in 1995 with a major in Chemical Equipment and Machinery and a minor in Finance, earning both an undergraduate degree and a bachelor’s diploma. Since August 1995, he has been employed in the Company’s Securities Department, where he has been exclusively responsible for information disclosure and investor relations management. Effective April 24, 2007, he has served as the Company’s Securities Affairs Representative.
3. Detailed resumes of other personnel are set forth in the Company’s Board Resolution Announcement published in the China Securities Journal and the Hong Kong Commercial Daily on January 19, 2013.
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