Stock Code: 000530, 200530 Notice No: 2018-050
Short Form of the Stock: Daleng Gufen; Daleng B
Dalian Refrigeration Co., Ltd.
Resolution of
26th
Meeting of
7th
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 December 18, 2018.
2. The Board Meeting held by by communication vote dated December 27, 2018.
3. Nine 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 the candidates for the Directors of
8th
Session of the Board
Mr. Ji Zhijian, Mr. Ding Jie, Mrs. Xu Junrao, Mr. Fan Yuekun, Mr. Takagi Toshiyuki, and Mr. Watabe Shinichi were nominated as candidates for non-independent directors of
8th
session of the Board; Mrs. Dai Dashuang, Mr. Liu Jiwei, and Mrs. Wang Yan were nominated as candidates for independent directors of
8th
session of the Board.
Independent directors of the Company were unanimous in approving the director candidates above mentioned for
8th
session of the Board.
9 votes in favor; 0 vote objection; 0 vote waived
The proposal should be submitted for deliberation on the
1st
ExtraordinaryShareholders’ General Meeting of 2019. Candidates for independent directors should be submitted for approval the
1st
ExtraordinaryShareholders’ General Meeting of 2019 after filed by Shenzhen Stock Exchange without a dissenting voice.
Detail information of the candidates for independent directors was published on web-site of Shenzhen Stock Exchange (www.szse.cn) pursuit to rules by the Board. Feedbacks from any units or individuals, during published period, please contact the Stock Exchange byinvestor’s hot line 400-808-9999 or email:info@szse.cn
2. Report on holding the
1st
ExtraordinaryShareholders’ General Meeting of 2019.
9 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
Board of Directors of
Dalian Refrigeration Co., Ltd.
December 28, 2018
Attachment 1: Resume of candidates for non-independent directors of
8th
session of the Board
(1) Ji Zhijian, male, born in 1967, graduated from Dalian University of Technology with a doctorate degree in management; he acted as director and deputy GM of Dalian Ocean Transport Refrigerating Engineering Co., Ltd. from July 1992 to July 1996; hold a post of director and GM of Dalian Sanyo Food Equipment Co., Ltd. from July 1996 to May 2003; served as GM and Chairman successively of Dalian Sanyo Cold Chain Co., Ltd. from May 2003 to March 2018 and director and president of Dalian Bingshan Group Co., Ltd. since February 2014; Serves as the Chairman and GM of Dalian Bingshan Group Co., Ltd. since July 2016. Serves as the Chairman of the Company since March 2014; He owns 1,528,830 shares of the Company without penalty from CSRC and other relevant department and punished by Stock Exchange, not be the dishonest executor.
(2) Ding Jie, male, born in 1963, graduate fromXi’an Jiaotong University major in compressor and refrigeration technology, owed a master of business administration of Huazhong University of Science and Technology. Served as the GM of Wuhan new world Refrigeration Co., Ltd. since 2002, served as the Chairman of Wuhan new world Refrigeration Co., Ltd since 2016. Served as the Vice Chairman and GM of the Company since April 2018. He owns 1,015,000 shares of the Company without penalty from CSRC and other relevant department and punished by Stock Exchange, not be the dishonest executor.
(3) 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 and chief account successively of Dalian Bingshan Group Co., Ltd. since January 2013. Serves as the director of the Company since March 2014; She owns 995,349 shares of the Company without penalty from CSRC and other relevant department and punished by Stock Exchange., not be the dishonest executor.
(4) Fan Yuekun, male, born in 1964, graduated from Tsinghua University with a bachelor degree, major in engineering physics, and MBA of Dalian University of Technology; He successively served as the general manager of operation& management division and GM assistant of Dalian Sanyo Cold Chain Co., Ltd. from 2003 to 2013; served as GM of Dalian HURLLY Group Co., Ltd. from June 2013 to July 2015; Served as the vice general manager of the Company since October 2015; Served as the director and vice GM of the Company since May,2018. He owns
700,000 shares of the Company without penalty from CSRC and other relevant department and punished by Stock Exchange., not be the dishonest executor.
(5) Takagi Toshiyuki, male, born in 1957, graduated from Osaka PrefectureUniversity；joined Panasonic Electric Industrial Co., Ltd in 1983. He had been work in the technology division, the information machine division, PC department, IT product department, AVC network department of Panasonic Electric Industrial Co., Ltd and Panasonic system network Co., Ltd.He serves as director in Panasonic Electric Industrial Co., Ltd, the deputy director of the electrochemical residential equipment machine Co., Ltd, the director of air-condition Co., Ltd. Served as the director of the Company since May,2018. He holds no shares of the Company and without penalty from CSRC and other relevant department and punished by Stock Exchange, not be the dishonest executor.
(6) Watabe Shinichi, male, born in 1964, graduated from Osaka Municipal University; In April 1988, He joined the finance class of panasonic residential machinery co., LTD., and from June 2014 to June 2018, served as the executive and business planning manager of panasonic residential PanaHome Co., LTD., and since June 2018, He have been the financial general manager of the air-conditioning business of panasonic household appliance cold and hot equipment association (AP) financial center. No shares of Dalian Refrigeration Co., Ltd. owned by Mr. Watabe Shinichi and no penalty from CSRC and other relevant department and punished by Stock Exchange, not be the dishonest executor.
Attachment 2: Resume of candidates for independent directors of
8th
session of the Board
(1) Dai Dashuang, female, born in 1951, professor, international project management appraiser, Chinese registered consulting engineer. She has served successively as the standing deputy dean of the school of management and the director of institute of Eco-Tech of Dalian university of Technology. She serves as professor and doctoral tutor of the school of business administration of Dalian university of Technology, the director of project management research center of Dalian university of technology, the independent director of Dalian Hua Rui Heavy Industry Group Co., Ltd, and the independent director of Yingkou Port Liability Co., Ltd now. Served as the independent director of the Company since February 2015. No shares of the Company held by Dai Dashuang and she has no affiliate relationship with the controlling shareholder and actual controller of the Company, and no penalty from CSRC and other relevant department and punished by Stock Exchange., not be the dishonest executor.
(2) Liu Jiwei, male, born in 1961, doctor of management, professor of accounting, CPA. He has served successively as deputy dean of kingbridge business school of Dongbei University of Finance and Economics, dean of polytechnic, the director of finance department, the chief account and director of finance department. He serves as professor of the school of accountancy of Dongbei University of Finance and Economics, the independent director of GF Securities Co., Ltd, and the independent director of Lingyuan Iron and Steel Co., Ltd now. Served as the independent director
of the Company since February 2015. No shares of the Company held by Liu Jiwei and he has no affiliate relationship with the controlling shareholder and actual controller of the Company, and no penalty from CSRC and other relevant department and punished by Stock Exchange, not be the dishonest executor.
(3) Wang Yan, female, born in 1963, professor of law. She has served successively as vice dean of law school of Dongbei University of Finance and Economics, the director of Chinese society of Economic Law ,the president of the Economics law seminar of Liaoning Province law society, and the arbitrator of Dalian Arbitration Commission. She serves as professor of the school of law of Dongbei University of Finance and Economics. Served as the independent director of the Company since May 2015. No shares of the Company held by Wang Yan and she has no affiliate relationship with the controlling shareholder and actual controller of the Company, and no penalty from CSRC and other relevant department and punished by Stock Exchange, not be the dishonest executor.