Stock Code: 000530, 200530 Notice No: 2021-047Short Form of the Stock: Bingshan; Bingshan B
Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.
Resolution of 22
th
Meeting of 8
h
Session of the Board
Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd. (the “Company”) andits whole members of Board of Directors ensure that the public notice is real, accurateand complete, and there are no any important omissions, fictitious statements orserious 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 onDecember 14, 2021.
2. The Board Meeting held by communication vote dated December 23, 2021.
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 9
th
Session of the BoardMr. Ji Zhijian, Mr. Fan Wen, Mr. Yin Xide, Mr. Song Wenbao, Mr. Dono Shigeru andMr. Nishimoto Shigeyuki were nominated as candidates for non-independent directorsof 9
th
session of the Board; Mr. Zhai Yunling, Mrs. Liuyuanyuan, and Mrs. Yao Hongwere nominated as candidates for independent directors of 9
thsession of the Board.Independent directors of the Company were unanimous in approving the directorcandidates above mentioned for 9
thsession of the Board.9 votes in favor; 0 vote objection; 0 vote waivedThe proposal should be submitted for deliberation on the1
st
ExtraordinaryShareholders’ General Meeting of 2022. Candidates for independent directors shouldbe submitted for approval the 1
stExtraordinary Shareholders’ General Meeting of2022 after filed by Shenzhen Stock Exchange without a dissenting voice.Detail information of the candidates for independent directors was published onweb-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 theStock Exchange.The candidate promises: accept this nomination, the candidate's information publiclydisclosed by the Company is true, accurate and complete, and meets the qualificationsfor the post.After the completion of the board change, the Company's original directors Mr. DingJie, Mrs. Xu Junrao, Mr. Yokoo Sadaaki will no longer serve as the Company'sdirectors. The Company would like to express heartfelt thanks to the three directorsfor their contributions to the Company during their tenure as directors.
2. Report on holding the 1
stExtraordinary Shareholders’ General Meeting of 2022.9 votes in favor; 0 vote objection; 0 vote waivedIII. 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 Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.December 24, 2021
Attachment 1: Resume of candidates for non-independent directors of 9
th
session ofthe Board
(1) Ji Zhijian, male, born in 1967, graduated from Dalian University of Technologywith a doctorate degree in management; served as director and president of DalianBingshan Group Co., Ltd. since February 2014; Serves as the Chairman and GM ofDalian Bingshan Group Co., Ltd. since July 2016. Serves as the Chairman of theCompany since March 2014.As of the announcement date, Mr. Ji Zhijian held 1,528,830 A-shares of the Company.There is no circumstance that the director cannot be nominated, and the qualificationsfor the office meet the requirements of laws, laws and relevant rules; It has noassociation with other shareholders holding more than 5% of the shares of thecompany, other directors, supervisors and senior managers of the company; It has notbeen punished by CSRC or other relevant departments or disciplined by the stockexchange. It has not been investigated by judicial organs for suspected crimes orinvestigated by CSRC for suspected violations of laws and regulations. Persons notsubject to enforcement for trust-breaking.
(2) Fan Wen, male, born in 1965, graduate degree. From February 1993 to January2013 he successively served as vice Minister of Import and Export Department andMinister of Import and Export Department of the Company. From February 1999 , hesuccessively served as Assistant general Manager and Vice President ofDalianBingshan Group Co., LTD. Since September, 2016, he serves as director ofJiangsu JingXue Insulation Technology Co.,Ltd.As of the announcement date, Mr. Fan Wen held 7,770 A-shares of the Company.There is no circumstance that the director cannot be nominated, and the qualificationsfor the office meet the requirements of laws, laws and relevant rules; It has noassociation with other shareholders holding more than 5% of the shares of thecompany, other directors, supervisors and senior managers of the company; It has notbeen punished by CSRC or other relevant departments or disciplined by the stockexchange. It has not been investigated by judicial organs for suspected crimes orinvestigated by CSRC for suspected violations of laws and regulations. Persons notsubject to enforcement for trust-breaking.
(3) Yin Xide，mal, born in 1971, Graduated from Dalian University of Technology.Successively served as sales director, copy director and General manager oflow-temperature logistics Equipment Division of Panasonic Cold Chain (Dalian) Co.,LTD. (formerly Dalian Sanyo Cold Chain Co., LTD.) form July 1995 to June 2016.Serves as the General Manager of Panasonic Appliances Refrigerating System (Dalian)Co., Ltd from July 2016 to December 2020. In January 2021, he became the generalmanager of the Company. Director and General Manager of the Company from May2021.As of the announcement date, Mr. Yin Xide held 90,080 A-shares of the Company.There is no circumstance that the director cannot be nominated, and the qualificationsfor the office meet the requirements of laws, laws and relevant rules; It has noassociation with other shareholders holding more than 5% of the shares of the
company, other directors, supervisors and senior managers of the company; It has notbeen punished by CSRC or other relevant departments or disciplined by the stockexchange. It has not been investigated by judicial organs for suspected crimes orinvestigated by CSRC for suspected violations of laws and regulations. Persons notsubject to enforcement for trust-breaking.
(4) Song Wenbao, male, born in 1973, Graduated from Zhejiang University, CFA, Hehas acted as the Representative for Securities Affairs of the Company since April,2007 to July,2016. He has acted as the Secretary of the Board of the Company sinceFebruary 2013.As of the announcement date, Mr. Song Wenbao held 593,880 A-shares of theCompany. There is no circumstance that the director cannot be nominated, and thequalifications for the office meet the requirements of laws, laws and relevant rules; Ithas no association with other shareholders holding more than 5% of the shares of thecompany, other directors, supervisors and senior managers of the company; It has notbeen punished by CSRC or other relevant departments or disciplined by the stockexchange. It has not been investigated by judicial organs for suspected crimes orinvestigated by CSRC for suspected violations of laws and regulations. Persons notsubject to enforcement for trust-breaking.
(5) Dono Shigeru, male, born in 1962, Graduated from Kyoto University in Japan.Since January 2012, successively served as technical director of beauty & LifeDepartment, business director and planning director of Kitchen Appliances Division,food distribution business director, Kitchen space business director, HA businessdirector and vice president of Panasonic Corporation. Executive attendant ofPanasonic Corporation. Currently, he is the head of household appliances division,head of household appliances, and president of China & Northeast Asia Co., LTD.Since December, 2021, He served as the supervisor of Dalian Bingshan Group Co.,LTD.As of the announcement date, Mr. Dono Shigeru holds no shares of the Company.There is no circumstance that the director cannot be nominated, and the qualificationsfor the office meet the requirements of laws, laws and relevant rules; It has noassociation with other shareholders holding more than 5% of the shares of thecompany, other directors, supervisors and senior managers of the company; It has notbeen punished by CSRC or other relevant departments or disciplined by the stockexchange. It has not been investigated by judicial organs for suspected crimes orinvestigated by CSRC for suspected violations of laws and regulations. Persons notsubject to enforcement for trust-breaking.
(6) Nishimoto Shigeyuki, male, born in 1967, joined Panasonic Corporation in 1992.In recent years, he has served as the director of Financial Planning Room and FinanceDepartment System Overall Room of Panasonic Corporation Headquarter. He is nowserves as director of Regional Financial Integration Room, CFO of PanasonicCorporation China & Northeast Asia Company. Since July, 2021, He served as thesupervisor of Dalian Bingshan Group Co., LTD. Served as the director of theCompany since June, 2019.As of the announcement date, Mr. Nishimoto Shigeyuki holds no shares of theCompany. There is no circumstance that the director cannot be nominated, and thequalifications for the office meet the requirements of laws, laws and relevant rules; Ithas no association with other shareholders holding more than 5% of the shares of thecompany, other directors, supervisors and senior managers of the company; It has notbeen punished by CSRC or other relevant departments or disciplined by the stock
exchange. It has not been investigated by judicial organs for suspected crimes orinvestigated by CSRC for suspected violations of laws and regulations. Persons notsubject to enforcement for trust-breaking.
Attachment 2: Resume of candidates for independent directors of 9
thsession of theBoard
(1)Zhai Yunling, male, born in 1963, J.d., Professor of Law School of DalianMaritime University, lawyer of Beijing Jincheng Tongda (Dalian) Law Firm, legaladviser of Dalian Municipal People's Government, member/arbitrator of DalianArbitration Commission; He has served as an independent director of the Companysince May 2021.As of the announcement date, Mr.Zhai Yunling holds no shares of the Company.There is no circumstance that the director cannot be nominated, and the qualificationsfor the office meet the requirements of laws, laws and relevant rules; It has noassociation with other shareholders holding more than 5% of the shares of thecompany, other directors, supervisors and senior managers of the company; It has notbeen punished by CSRC or other relevant departments or disciplined by the stockexchange. It has not been investigated by judicial organs for suspected crimes orinvestigated by CSRC for suspected violations of laws and regulations. Persons notsubject to enforcement for trust-breaking.
(2)Liu Yuanyuan, female, born in 1974, Doctor of Accounting, CPA. Professor ofAccounting School of Dongbei University of Finance and Economics, Director ofSino-German Management Control Research Center, independent director of ChinaRailway Tielong Container Logistics Co., LTD., bank of Dalian Co., LTD.; She hasbeen an independent director of the Company since May 2021.As of the announcement date, Mrs. Liu Yuanyuan holds no shares of the Company.There is no circumstance that the director cannot be nominated, and the qualificationsfor the office meet the requirements of laws, laws and relevant rules; It has noassociation with other shareholders holding more than 5% of the shares of thecompany, other directors, supervisors and senior managers of the company; It has notbeen punished by CSRC or other relevant departments or disciplined by the stockexchange. It has not been investigated by judicial organs for suspected crimes orinvestigated by CSRC for suspected violations of laws and regulations. Persons notsubject to enforcement for trust-breaking.
(3)Yao Hong, female, born in 1973, Doctor of Management, School of Economics andManagement, Dalian University of Technology, Independent director of ShanghaiBinku Network Technology Co., LTD., Independent director of Hualu ZhidaTechnology Co., LTD., independent director of Harbin Hattou Investment Co., LTD.She has been an independent director of the Company since May 2021.As of the announcement date, Mrs.Yao Hong holds no shares of the Company. Thereis no circumstance that the director cannot be nominated, and the qualifications for theoffice meet the requirements of laws, laws and relevant rules; It has no associationwith other shareholders holding more than 5% of the shares of the company, otherdirectors, supervisors and senior managers of the company; It has not been punishedby CSRC or other relevant departments or disciplined by the stock exchange. It hasnot been investigated by judicial organs for suspected crimes or investigated by CSRCfor suspected violations of laws and regulations. Persons not subject to enforcementfor trust-breaking.