Stock Code: 000530, 200530 Notice No: 2021-047
Short Form of the Stock: Bingshan; Bingshan B
Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.
Resolution of 22th Meeting of 8h Session of the Board
Bingshan Refrigeration & Heat Transfer Technologies 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 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 9th Session of the Board
Mr. Ji Zhijian, Mr. Fan Wen, Mr. Yin Xide, Mr. Song Wenbao, Mr. Dono Shigeru and
Mr. Nishimoto Shigeyuki were nominated as candidates for non-independent directors
of 9th session of the Board; Mr. Zhai Yunling, Mrs. Liuyuanyuan, and Mrs. Yao Hong
were nominated as candidates for independent directors of 9th session of the Board.
Independent directors of the Company were unanimous in approving the director
candidates above mentioned for 9th session of the Board.
9 votes in favor; 0 vote objection; 0 vote waived
The proposal should be submitted for deliberation on the1st Extraordinary
Shareholders’ General Meeting of 2022. Candidates for independent directors should
be submitted for approval the 1st Extraordinary Shareholders’ General Meeting of
2022 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.
The candidate promises: accept this nomination, the candidate's information publicly
disclosed by the Company is true, accurate and complete, and meets the qualifications
for the post.
After the completion of the board change, the Company's original directors Mr. Ding
Jie, Mrs. Xu Junrao, Mr. Yokoo Sadaaki will no longer serve as the Company's
directors. The Company would like to express heartfelt thanks to the three directors
for their contributions to the Company during their tenure as directors.
2. Report on holding the 1st Extraordinary Shareholders’ General Meeting of 2022.
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 Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.
December 24, 2021
Attachment 1: Resume of candidates for non-independent directors of 9th session of
the Board
(1) Ji Zhijian, male, born in 1967, graduated from Dalian University of Technology
with a doctorate degree in management; served as 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.
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 qualifications
for the office meet the requirements of laws, laws and relevant rules; It has no
association with other shareholders holding more than 5% of the shares of the
company, other directors, supervisors and senior managers of the company; It has not
been punished by CSRC or other relevant departments or disciplined by the stock
exchange. It has not been investigated by judicial organs for suspected crimes or
investigated by CSRC for suspected violations of laws and regulations. Persons not
subject to enforcement for trust-breaking.
(2) Fan Wen, male, born in 1965, graduate degree. From February 1993 to January
2013 he successively served as vice Minister of Import and Export Department and
Minister of Import and Export Department of the Company. From February 1999 , he
successively served as Assistant general Manager and Vice President of
DalianBingshan Group Co., LTD. Since September, 2016, he serves as director of
Jiangsu 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 qualifications
for the office meet the requirements of laws, laws and relevant rules; It has no
association with other shareholders holding more than 5% of the shares of the
company, other directors, supervisors and senior managers of the company; It has not
been punished by CSRC or other relevant departments or disciplined by the stock
exchange. It has not been investigated by judicial organs for suspected crimes or
investigated by CSRC for suspected violations of laws and regulations. Persons not
subject 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 of
low-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 general
manager of the Company. Director and General Manager of the Company from May
2021.
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 qualifications
for the office meet the requirements of laws, laws and relevant rules; It has no
association with other shareholders holding more than 5% of the shares of the
company, other directors, supervisors and senior managers of the company; It has not
been punished by CSRC or other relevant departments or disciplined by the stock
exchange. It has not been investigated by judicial organs for suspected crimes or
investigated by CSRC for suspected violations of laws and regulations. Persons not
subject to enforcement for trust-breaking.
(4) Song Wenbao, male, born in 1973, Graduated from Zhejiang University, CFA, He
has 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 since
February 2013.
As of the announcement date, Mr. Song Wenbao held 593,880 A-shares of the
Company. There is no circumstance that the director cannot be nominated, and the
qualifications for the office meet the requirements of laws, laws and relevant rules; It
has no association with other shareholders holding more than 5% of the shares of the
company, other directors, supervisors and senior managers of the company; It has not
been punished by CSRC or other relevant departments or disciplined by the stock
exchange. It has not been investigated by judicial organs for suspected crimes or
investigated by CSRC for suspected violations of laws and regulations. Persons not
subject 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 & Life
Department, business director and planning director of Kitchen Appliances Division,
food distribution business director, Kitchen space business director, HA business
director and vice president of Panasonic Corporation. Executive attendant of
Panasonic 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 qualifications
for the office meet the requirements of laws, laws and relevant rules; It has no
association with other shareholders holding more than 5% of the shares of the
company, other directors, supervisors and senior managers of the company; It has not
been punished by CSRC or other relevant departments or disciplined by the stock
exchange. It has not been investigated by judicial organs for suspected crimes or
investigated by CSRC for suspected violations of laws and regulations. Persons not
subject 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 Finance
Department System Overall Room of Panasonic Corporation Headquarter. He is now
serves as director of Regional Financial Integration Room, CFO of Panasonic
Corporation China & Northeast Asia Company. Since July, 2021, He served as the
supervisor of Dalian Bingshan Group Co., LTD. Served as the director of the
Company since June, 2019.
As of the announcement date, Mr. Nishimoto Shigeyuki holds no shares of the
Company. There is no circumstance that the director cannot be nominated, and the
qualifications for the office meet the requirements of laws, laws and relevant rules; It
has no association with other shareholders holding more than 5% of the shares of the
company, other directors, supervisors and senior managers of the company; It has not
been punished by CSRC or other relevant departments or disciplined by the stock
exchange. It has not been investigated by judicial organs for suspected crimes or
investigated by CSRC for suspected violations of laws and regulations. Persons not
subject to enforcement for trust-breaking.
Attachment 2: Resume of candidates for independent directors of 9th session of the
Board
(1)Zhai Yunling, male, born in 1963, J.d., Professor of Law School of Dalian
Maritime University, lawyer of Beijing Jincheng Tongda (Dalian) Law Firm, legal
adviser of Dalian Municipal People's Government, member/arbitrator of Dalian
Arbitration Commission; He has served as an independent director of the Company
since 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 qualifications
for the office meet the requirements of laws, laws and relevant rules; It has no
association with other shareholders holding more than 5% of the shares of the
company, other directors, supervisors and senior managers of the company; It has not
been punished by CSRC or other relevant departments or disciplined by the stock
exchange. It has not been investigated by judicial organs for suspected crimes or
investigated by CSRC for suspected violations of laws and regulations. Persons not
subject to enforcement for trust-breaking.
(2)Liu Yuanyuan, female, born in 1974, Doctor of Accounting, CPA. Professor of
Accounting School of Dongbei University of Finance and Economics, Director of
Sino-German Management Control Research Center, independent director of China
Railway Tielong Container Logistics Co., LTD., bank of Dalian Co., LTD.; She has
been 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 qualifications
for the office meet the requirements of laws, laws and relevant rules; It has no
association with other shareholders holding more than 5% of the shares of the
company, other directors, supervisors and senior managers of the company; It has not
been punished by CSRC or other relevant departments or disciplined by the stock
exchange. It has not been investigated by judicial organs for suspected crimes or
investigated by CSRC for suspected violations of laws and regulations. Persons not
subject to enforcement for trust-breaking.
(3)Yao Hong, female, born in 1973, Doctor of Management, School of Economics and
Management, Dalian University of Technology, Independent director of Shanghai
Binku Network Technology Co., LTD., Independent director of Hualu Zhida
Technology 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. There
is no circumstance that the director cannot be nominated, and the qualifications for the
office meet the requirements of laws, laws and relevant rules; It has no association
with other shareholders holding more than 5% of the shares of the company, other
directors, supervisors and senior managers of the company; It has not been punished
by CSRC or other relevant departments or disciplined by the stock exchange. It has
not been investigated by judicial organs for suspected crimes or investigated by CSRC
for suspected violations of laws and regulations. Persons not subject to enforcement
for trust-breaking.
