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Announcement of Resolutions Adopted at the First Meeting of the Eighth Board of Directors
Securities Code: 000530 ; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2019-004
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the First Meeting of the Eighth Board of Directors
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The Company and all members of the Board of Directors hereby warrant that the information disclosed is 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 of Directors meeting was served in writing on January 8, 2019.
2. This Board of Directors meeting was held on January 17, 2019, in the Company’s third-floor conference room, using a combination of in-person voting and remote voting.
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.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
(2) Elect Ding Jie as the company’s Vice Chairman.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
2. Election of Members of the Audit Committee of the Company’s Board of Directors
The election of Ji Zhijian, Xu Junrao, Dai Dashuang (Independent Director), Liu Jiwei (Independent Director), and Wang Yan (Independent Director) as members of the Company’s Board Audit Committee is hereby approved, with Liu Jiwei designated as the Chair of the Audit Committee.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
3. Election of Members of the Compensation and Assessment Committee of the Company’s Board of Directors
The election of Ji Zhijian, Ding Jie, 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.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
4. Appoint the Company’s General Manager
Appoint Ding Jie as the Company’s General Manager.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
5. Appointment of the Company’s Deputy General Manager and Chief Financial Officer
(1) Appoint Fan Yuekun as Deputy General Manager of the Company.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
(2) Appoint Jack Ma as the Company’s Chief Financial Officer.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
6. Appointment of the Company’s Board Secretary
Appoint Song Wenbao as the Company’s Board Secretary.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
7. Appointment of the Company’s Securities Affairs Representative
Du Yu is hereby appointed as the Company’s Securities Affairs Representative.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
The terms of office for the aforementioned appointed personnel shall be concurrent with the term of the Company’s Eighth Board of Directors.
The company’s independent directors have approved the appointment of the aforementioned individuals.
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.
January 18, 2019
Attachment: Resumes of Relevant Personnel
1. Jack Ma, male, born in 1971, is a certified public accountant. He has previously held the positions of Deputy Director of the Company’s Financial Management Department, Corporate Supervisor, and Chief Financial Officer of Dalian Bingshan Group Sales Co., Ltd. Since January 2016, he has served as the Company’s Chief Financial Officer. He currently holds 525,000 A-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 any stock exchange. He is not listed as a discredited person subject to enforcement.
2. 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 593,880 shares of the Company’s A-shares, has never been subject to penalties by the China Securities Regulatory Commission or other relevant authorities, nor to disciplinary actions by the stock exchange, and is not listed as a discredited person subject to enforcement.
3. Du Yu, female, born in 1989, graduated from Northeastern University of Finance and Economics. She joined the Company in September 2014, where she has been solely responsible for information disclosure. Since July 2016, she has served as the Company’s Securities Affairs Representative. Ms. Du holds 71,400 A-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; she is not listed as a discredited person subject to enforcement.
4. 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 December 28, 2018.