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Announcement of Resolutions Adopted at the First Meeting of the Seventh Board of Directors
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Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2016-014
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the First Meeting of the Seventh Board of Directors
I. Status of Board Meetings
1. Notice of this board meeting was issued in writing on January 12, 2016.
2. This board meeting was held on January 21, 2016, 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. Ji Zhijian.
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. Elect the Chairman and Vice Chairmen of the Company.
(1) Elect Ji Zhijian as the Chairman of the Company.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
(2) Elect Liu Kai 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 Ji Zhijian, Xu Junrao, Dai Dashuang (Independent Director), Liu Jiwei (Independent Director), and Wang Yan (Independent Director) as members of the Company’s Audit Committee, and approve Liu Jiwei 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.
The election of Ji Zhijian, Liu Kai, Dai Dashuang (Independent Director), Liu Jiwei (Independent Director), and Wang Yan (Independent Director) as members of the Company’s Board Compensation and Assessment Committee is hereby approved, with Liu Jiwei designated 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 Ding Jie 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 Fan Yuekun as Deputy General Manager of the company.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
(2) Appoint Wang Zhiqiang as Deputy General Manager of the Company.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
(3) Appoint Jack Ma as the Company’s Chief Financial Officer.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
6. Appoint the Company’s Board Secretary.
Appoint Song Wenbao as the Company’s Board Secretary.
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.
The Company expresses its gratitude to the departing directors, supervisors, and senior management for their contributions during their tenure.
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 22, 2016
Attachment: Resumes of Relevant Personnel
1. 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. From 2002 to January 7, 2016, he served as the General Manager of Wuhan New World Refrigeration Industry Co., Ltd. Since January 8, 2016, he has held the position of Chairman of Wuhan New World Refrigeration Industry Co., Ltd. He owns 150,000 shares of the 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. Fan Yuekun, male, born in 1964, holds a Master’s degree in Business Administration. From June 2013 to July 2015, he served as General Manager of Dalian Huali Group. Since September 2015, he has held the position of Head of the Company’s Operations and Management Department. Effective October 22, 2015, he has served as Deputy General Manager of the Company. He does not hold any shares in the Company, has never been penalized by the China Securities Regulatory Commission or other relevant authorities, nor has he been subject to disciplinary actions by the stock exchange, and is not listed as a discredited person subject to enforcement.
3. Wang Zhiqiang, male, born in 1962, holds a master’s degree. He has successively served as Head of the Company’s Product Development Department, Deputy General Manager, Chief Engineer, and Director. He holds 376,900 shares of the 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 a discredited person subject to enforcement.
4. Jack Ma, male, born in 1971, is a certified public accountant. He has previously served as Deputy Director of the Company’s Financial Management Department, a member of the Company’s Supervisory Board, and Chief Financial Officer of Dalian Bingshan Group Sales Co., Ltd. He does not hold any shares in the Company, has never been penalized by the China Securities Regulatory Commission or other relevant authorities, nor has he been subject to disciplinary actions by the stock exchange, and is not listed as a discredited person subject to enforcement.
5. Song Wenbao, male, born in 1973, is a CFA (Chartered Financial Analyst). He has served as the Company’s Securities Affairs Representative since April 24, 2007, and as the Company’s Board Secretary since February 5, 2013. He holds 282,800 shares of the 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.
6. Detailed resumes of other personnel can be found in the company’s board resolution announcement published in the China Securities Journal and the Hong Kong Commercial Daily on January 5, 2016.
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