Stock Code: 000530, 200530 Notice No: 2014-004 Short Form of the Stock: Daleng Gufen; Daleng B
Dalian Refrigeration Co., Ltd.
Resolution of
8th
Meeting of
6th
Session of the Board
Dalian Refrigeration Co., Ltd. (the “Company”) and its whole members of Board of Directors ensure that the public notice is real, accurate and complete, and there are no any important omissions, fictitious statements or serious misleading carried in this notice.
I. Calling of the Board Meeting
1. The Notice on holding of the Board Meeting was served by written form on 5 March 2014.
2. The Board Meeting held by fax dated 10 March 2014.
3. Six Directors should present for voting and all of them are present actually.
4. The Meeting was regarded as abiding the relevant laws, administrative regulation, department rules, normative documents as well as the Article of Association.
II. Deliberation of the Board Meeting
1. Report on candidates for directors of the Board of the Company.
Due to the resignations of related directors, the Company should go to the by-election for the 4 vacancy in members of the
6th
session of the Board.
Mr. Ji Zhijian, Mrs. Xu Junrao, Mr. Kobayashi Noriaki, and Mr. Kijima Tadatoshi were nominated as candidates for directors of
6th
session of the Board.
Independent directors of the Company were unanimous in approving the director candidates above mentioned for
6th
session of the Board.
6 votes in favor; 0 vote objection; 0 vote waived
The proposal should be submitted for deliberation on the
1st
extraordinaryshareholders’ general meeting of 2014.
2. Holding the
1st
extraordinaryshareholders’ general meeting of 2014.
6 votes in favor; 0 vote objection; 0 vote waived
III. Documents available for reference
1. Proposal of the Meeting with signature of attended directors and seal of the Board
2. Opinions from independent directors
Board of Directors of
Dalian Refrigeration Co., Ltd.
11 March 2014
Attachment: Resume of candidates for directors of
6th
session of the Board
since May 2003 and GM of Dalian Bingshan Group Co., Ltd. since 14 February 2014; No shares of the Company owned by Mr. Ji Zhijian, and no penalty from CSRC and other relevant department and punished by Stock Exchange.
2. Xu Junrao, female, born in 1963, a senior accountant with a MBA degree; she acted as a minister of finance dept. of Dalian Refrigerator Co., Ltd. (“the Company”) from 1998 to 2001; served as deputy chief account and minister of finance dept. of the Company from 2001 to June 2004; took post of CFO and minister of finance dept. of the Company from June 2004 to February 2013; she elected as Director of the Company since May 2003 and re-elected to February 2013; acted as secretary of the Board in the Company from May 2009 to February 2013 and serves as deputy chief account of Dalian Bingshan Group Co., Ltd. since January 2013. She owns 3900 shares of the Company without penalty from CSRC and other relevant department and punished by Stock Exchange.
3. Kobayashi Noriaki, male, born in 1962, graduated from Tsuyama University; he hold an office as managing in electrochemical residential equipment machine branch of Panasonic Corporation (“the company”) and director of financial center of the company; he have successively held the posts of director of financial dept. in Panasonic Marketing Division of the company, director of financial dept. in Digi AVC Marketing Division of the company, chief of financial dept. in Consumer Product Marketing Division of the company and councilor in Global Consumer Marketing Division of the company. No shares of Dalian Refrigeration Co., Ltd. owned by Mr. Kobayashi Noriaki and no penalty from CSRC and other relevant department and punished by Stock Exchange.