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Announcement of Resolutions Adopted at the 22nd Meeting of the Sixth Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2016-002
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the 22nd 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 issued in writing on December 28, 2015.
2. This board meeting was held on January 4, 2016, 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. Ji Zhijian, 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 Company’s Seventh Board of Directors.
Nominate Ji Zhijian, Liu Kai, Xu Junrao, Ding Jie, Kudo Shin, and Kijima Tadatoshi as candidates for non-independent directors on the Company’s Seventh Board of Directors, and nominate Dai Dashuang, Liu Jiwei (an accounting professional), and Wang Yan as candidates for independent directors on the Company’s Seventh Board of Directors.
The company’s independent directors unanimously approved the aforementioned individuals as candidates for election to the seventh 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 2016 for consideration. Nominees for independent director positions may be submitted for approval at the Company’s First Extraordinary General Meeting of 2016 only after they have been filed with and found to be free of objection by the Shenzhen Stock Exchange.
The Company’s Board of Directors has, in accordance with the relevant regulations, disclosed the detailed information of the independent director candidates on the website of the Shenzhen Stock Exchange ( www.szse.cn ) shall be made public. During the publicity period, any organization or individual may contact us via the investor hotline at 0755-82083000 or by email. info@szse.cn , and provide feedback to the institute.
2. Report on the Actual Amount of the Company’s 2015 Routine Related-Party Transactions Exceeding the Total Estimated Amount.
According to preliminary statistics from the Company’s Financial Management Department, the actual amount of routine related-party transactions for the year 2015 totaled RMB 655.53 million, of which RMB 363.56 million was spent on the procurement of complete-set project supporting products from related parties, and RMB 291.97 million was generated from the sale of supporting components to related parties.
In 2015, the Company’s actual amount of routine related-party transactions exceeded the total projected amount by RMB 175.53 million, of which the actual amount of purchases from related parties of complete-set project supporting products exceeded the projected amount by RMB 153.56 million, and the actual amount of sales to related parties of supporting components exceeded the projected amount by RMB 21.97 million.
On December 28, 2015, the Company’s independent directors provided their prior approval for this proposal and agreed to submit it to the Board of Directors for consideration. Related directors Ji Zhijian and Xu Junrao recused themselves from the deliberation of this proposal.
Approved: 7 votes; Opposed: 0 votes; Abstentions: 0 votes.
This proposal shall be submitted to the Company’s First Extraordinary General Meeting of 2016 for consideration.
3. Matters concerning the convening of the First Extraordinary Shareholders’ Meeting of 2016.
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 5, 2016
Attachment 1: Biographical Sketches of Non-Independent Director Candidates for the Company’s Seventh 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 & 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 successively served as general manager and then chairman of Dalian Sanyo Cold Chain Co., Ltd. Effective February 14, 2014, he has been a director and president of Dalian Bingshan Group Co., Ltd. Since March 2014, he has served as the chairman of this company. He holds 942,300 shares of this company, has never been penalized by the China Securities Regulatory Commission or other relevant authorities, nor subjected to disciplinary actions by the stock exchange, and is not listed as a discredited person subject to enforcement.
(2) Liu Kai, male, born in 1974, graduated with a degree in Mechanical Design and Manufacturing from Xi’an Jiaotong University and holds a Master’s degree in Business Administration from Dalian University of Technology. In 2006, he was appointed Director of the Company’s Machining Division. In 2009, he was appointed Director of the Company’s Production Management Department. In 2011, he was appointed Assistant to the General Manager, concurrently serving as Director of the Production Management Department. Since February 2013, he has served as a Director and the General Manager of the Company. He holds 659,600 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; he is not listed as a discredited person subject to enforcement.
(3) 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 Head of the Finance Department of this 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 Chief Financial Officer and Head of the Finance Department. Since May 2003, she has been elected as a director of this 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 held the positions of Deputy Chief Accountant, Vice President, and Chief Accountant at Dalian BingShan Group Co., Ltd. Since March 2014, she has served as a director of this company. She holds 663,500 shares of this company, has never been penalized by the China Securities Regulatory Commission or other relevant authorities, nor subjected to disciplinary actions by the stock exchange, and is not listed as a discredited person subject to enforcement.
(4) Ding Jie, male, born in 1963, graduated with a degree in Compressor and Refrigeration Technology from Xi’an Jiaotong University and holds a Master’s and Doctoral degree in Business Administration from Huazhong University of Science and Technology. Since 2002, he has served as the General Manager of Wuhan New World Refrigeration Industry Co., Ltd. He holds 150,000 shares of the Company, has never been subject to penalties by the China Securities Regulatory Commission or other relevant authorities, nor to disciplinary actions by stock exchanges, and is not listed as a discredited person subject to enforcement.
(5) Nobuhiro Kudo, male, born in 1963, graduated from Soka University in Japan. From October 2012 to April 2015, he served as a Counselor in the Audit Department of Matsushita Electric Industrial Co., Ltd.; in May 2015, he was appointed Section Chief of the Audit Department; and since November 2015, he has held the position of Chief Accountant at Panasonic Corporation (China) and Panasonic AP (China). He does not hold any shares in this company, has never been penalized by the China Securities Regulatory Commission or other relevant authorities, nor subjected to disciplinary actions by stock exchanges, and is not listed as a discredited person subject to enforcement.
(6) Tadatoshi Kijima, male, born in 1958, is a graduate of Osaka Prefectural University. He currently serves as the China General Manager of the Business Planning Center under the Corporate Strategy Headquarters of the Electrical & Residential Equipment Division at Panasonic Corporation (hereinafter referred to as “the Company”). Prior to this appointment, he held the following positions: Deputy Director of Product Planning in the Vacuum Cleaner Business Unit of the Electrical & Residential Equipment Division; Head of the Product Planning Group in the Eco-Clean Living Business Unit of the same division; General Manager in charge of the Home Appliance Division of the Household Electrical Appliances Division; General Manager of Hangzhou Panasonic Home Appliances Co., Ltd.; and General Manager of the Electrical & Residential Equipment Machinery Division at Panasonic (China) Co., Ltd. Since March 2014, he has served as a director of our company. He does not hold any shares in our company, has never been subject to penalties by the China Securities Regulatory Commission or other relevant authorities, nor to disciplinary actions by stock exchanges, and is not listed as a discredited person subject to enforcement.
Appendix 2: Biographical Sketches of Independent Director Candidates for the Company’s Seventh Board of Directors
(1) Dai Dashuang, female, born in 1951, is a professor, an international project management assessor, and a China-registered consulting engineer. She has previously served as the Executive Vice Dean of the School of Management at Dalian University of Technology and as the Director of the Institute of Techno-Economic Research. She currently holds the positions of Professor and Doctoral Supervisor at the School of Business Administration of Dalian University of Technology, Director of the Project Management Research Center of Dalian University of Technology, Independent Director of Dalian Thermal Power Co., Ltd., and Independent Director of Yingkou Port Co., Ltd. She has been an independent director of this company since February 2015. She has no affiliations with this company, its controlling shareholder, or its ultimate controller; she does not hold any shares in this company; she has never been subject to penalties by the China Securities Regulatory Commission or other relevant authorities, nor to disciplinary actions by stock exchanges; and she is not listed as a discredited person subject to enforcement.
(2) Liu Jiwei, male, born in 1961, holds a Ph.D. in Management, is a professor of Accounting, and is a Certified Public Accountant. He has previously served as Vice Dean of the Jinqiao School of Business, Dean of the Vocational and Technical College, Director of the Finance Department, and Chief Accountant cum Director of the Finance Department at Northeastern University of Finance and Economics. He currently serves as a professor at the School of Accounting of Northeastern University of Finance and Economics, an independent director of GF Securities Co., Ltd., and an independent director of Lingyuan Iron & Steel Co., Ltd. Since February 2015, he has been an independent director of this company. He has no affiliations with this company, its controlling shareholder, or its ultimate controller; he does not hold any shares in the company; he has never been subject to penalties by the China Securities Regulatory Commission or other relevant authorities, nor to disciplinary actions by stock exchanges; and he is not listed as a discredited person subject to enforcement.
(3) Wang Yan, female, born in 1963, is a professor of law. Since 2006, she has successively held the positions of Vice Dean of the School of Law at Northeastern University of Finance and Economics, Director of the China Society of Economic Law, President of the Economic Law Research Association of the Liaoning Provincial Law Society, and Arbitrator of the Dalian Municipal Arbitration Commission. She currently serves as a professor at the School of Law of Northeastern University of Finance and Economics and as an independent director of Dalian International. She has been an independent director of this company since May 2015. She has no affiliations with this company, its controlling shareholder, or its ultimate controller; she does not hold any shares in this company; she has never been subject to penalties by the China Securities Regulatory Commission or other relevant authorities, nor to disciplinary actions by stock exchanges; and she is not listed as a discredited person subject to enforcement.
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