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Announcement of Resolutions Adopted at the Eighth Meeting of the Sixth Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2014-004
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the Eighth 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 March 5, 2014.
2. This board meeting was convened by facsimile on March 10, 2014.
3. Six directors were required to vote, and all six 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 Candidates for the Company’s Board of Directors.
Four seats on the Company’s Sixth Board of Directors have become vacant due to the resignation of directors, necessitating by-elections.
Approve the nomination of Ji Zhijian, Xu Junrao, Kobayashi Noriaki, and Kijima Tadatoshi as candidates for directors of the Company’s Sixth Board of Directors.
The company’s independent directors unanimously approved the aforementioned individuals as candidates for election to the sixth session of the Board of Directors.
Approvals: 6; Opposites: 0; Abstentions: 0.
The aforementioned matters shall be submitted to the Company’s First Extraordinary General Meeting of 2014 for consideration.
2. Matters concerning the convening of the First Extraordinary General Meeting of Shareholders for 2014.
Approvals: 6; Opposites: 0; Abstentions: 0.
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.
March 11, 2014
Attachment: Biographical Sketches of Candidates for the Sixth Board of Directors
1. Ji Zhijian, male, born in 1967, holds a Ph.D. in Management from Dalian University of Technology. From July 1992 to July 1996, he served as a director and deputy general manager of Dalian Dayang Transportation and Refrigeration Engineering Co., Ltd. From July 1996 to May 2003, he held the positions of director and general manager of Dalian Sanyo Food Equipment Co., Ltd. Since May 2003, he has been serving as a director and general manager of Dalian Sanyo Cold Chain Co., Ltd. Effective February 14, 2014, he has served as the general manager of Dalian Bingshan Group Co., Ltd. He does not hold any shares in the company and has never been subject to penalties by the China Securities Regulatory Commission or other relevant authorities, nor to disciplinary actions by stock exchanges.
2. Xu Junrao, female, born in 1963, holds a Master’s degree in Business Administration and is a Senior Accountant. From 1998 to 2001, she served as the Head of the Finance Department of Dalian Refrigeration Co., Ltd. (hereinafter referred to as the “Company”). From 2001 to June 2004, she held the positions of Deputy Chief Accountant and Head of the Finance Department. From June 2004 to February 2013, she served as the Company’s Chief Financial Officer and Head of the Finance Department. Starting in May 2003, she was elected as a director of the Company and was re-elected consecutively until February 2013. From May 2009 to February 2013, she concurrently served as the Company’s Board Secretary. Since January 2013, she has been serving as the Deputy Chief Accountant of Dalian Bingshan Group Co., Ltd. She holds 3,900 shares of the Company and has never been subject to any penalties imposed by the China Securities Regulatory Commission or other relevant authorities, nor to any disciplinary actions by the stock exchange.
3. Kobayashi Noriaki, male, born in 1962, graduated from Tsuyama Commercial High School in Japan. He currently serves as Executive Director of the Electrical Home Appliance Equipment and Machinery Division and Head of the Finance Center at Panasonic Corporation (hereinafter referred to as “the Company”). Previously, he held the following positions: Director of the Finance Department of the Panasonic Marketing Headquarters; Director of the Finance Department of the Digital AVC Marketing Headquarters; Director of the Finance Department of the Consumer Products Marketing Division; and Director of the Finance Department of the Global Consumer Marketing Division. He does not hold any shares in Dalian Refrigeration Co., Ltd., nor has he been subject to any penalties imposed by the China Securities Regulatory Commission or other relevant authorities, or to any disciplinary actions by stock exchanges.
4. Tadatoshi Kijima, male, born in 1958, is a graduate of Osaka Prefectural University. He currently serves as a Director of Panasonic (China) Co., Ltd. and as the General Manager of Panasonic Home Appliances (Hangzhou) Co., Ltd. Prior to his current positions, he held several key roles at Panasonic Corporation (hereinafter referred to as “the Company”), including Deputy Director of Product Planning in the Vacuum Cleaner Division of the Electrical & Residential Equipment Company; Head of the Product Planning Group in the Eco-Clean Living Division of the same company; Head of Business Planning for the Household Electrical Appliances Business within the Electrical Residential Equipment Machinery Company; and Executive General Manager of Hangzhou Panasonic Home Appliances Co., Ltd. He does not hold any shares in Dalian Refrigeration Co., Ltd., nor has he ever been subject to penalties by the China Securities Regulatory Commission or other relevant authorities, or to disciplinary actions by stock exchanges.