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公司公告

大 冷B:七届二十六次董事会议决议公告(英文版)2018-12-28  

						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 Extraordinary
Shareholders’ General Meeting of 2019. Candidates for independent directors should
be submitted for approval the 1st Extraordinary Shareholders’ 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 by investor’s hot line 400-808-9999 or email: info@szse.cn

2. Report on holding the 1st Extraordinary Shareholders’ 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
2. Opinions from independent directors
                                                  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 from Xi’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 Prefecture
University;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.