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Announcement of Resolutions Adopted at the Tenth Meeting of the Seventh Session of the Supervisory Board
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2017-015
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the Tenth Meeting of the Seventh Session of the Supervisory Board
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The Company and all members of the Supervisory Board hereby guarantee that the contents of this announcement are true, accurate, and complete, and that there are no false records, misleading statements, or material omissions.
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I. Status of the Supervisory Board Meetings
1. Notice of this Supervisory Board meeting was issued in writing on April 11, 2017.
2. This meeting of the Supervisory Board was held on April 21, 2017, by way of on-site voting.
3. The required number of supervisors to attend the meeting is three, and the actual number of supervisors who attended is three.
4. This meeting of the Supervisory Board was chaired by Ms. Mao Chunhua, Chairperson of the Supervisory Board.
5. The convening of this meeting of the Supervisory Board complies with the provisions of applicable laws, administrative regulations, departmental rules, normative documents, and the Company’s Articles of Association.
II. Review of the Supervisory Board Meeting
1. Report on the Work of the Supervisory Board for the Year 2016
Approved: 3 votes; Opposed: 0 votes; Abstentions: 0 votes.
2. Audit Opinions on the 2016 Annual Report and the First Quarter Report for 2017
Upon review, the Supervisory Board is of the opinion that the procedures adopted by the Board of Directors in preparing and deliberating the Company’s 2016 Annual Report and the First Quarter Report for 2017 comply with applicable laws, administrative regulations, and the provisions of the China Securities Regulatory Commission; that the contents of these reports faithfully, accurately, and comprehensively reflect the Company’s actual situation; and that there are no false records, misleading statements, or material omissions.
Approved: 3 votes; Opposed: 0 votes; Abstentions: 0 votes.
3. Opinions on the Company’s 2016 Internal Control Evaluation Report
The internal controls established by the Company have been effectively implemented throughout its production and business operations, playing a significant role in achieving the objectives of internal control and exhibiting no material weaknesses. The Company’s 2016 Internal Control Evaluation Report complies with applicable requirements and is consistent with the Company’s actual circumstances.
Approved: 3 votes; Opposed: 0 votes; Abstentions: 0 votes.
4. Opinions on the Company’s 2016 Corporate Social Responsibility Report
The Company’s 2016 Corporate Social Responsibility Report reflects the Company’s commitment to pursuing economic benefits and safeguarding shareholder rights, while also prioritizing employee development, conducting business with integrity toward suppliers and customers, actively protecting the legitimate rights and interests of creditors, vigorously engaging in environmental protection, and actively participating in social welfare initiatives. The report is in compliance with relevant requirements and accurately reflects the Company’s actual practices.
Approved: 3 votes; Opposed: 0 votes; Abstentions: 0 votes.
5. Report on the Delay in Bringing the Fund-Raising Investment Projects to Their Scheduled Commissioning Status
The postponement of the company’s fundraising investment projects until they reach their intended state of usability is consistent with the current progress of project implementation and the company’s actual operating and development conditions. The content and procedures thereof comply with the relevant provisions of the Shenzhen Stock Exchange’s Rules for the Listing of Stocks and the Guidelines for the Standardized Operations of Main Board Listed Companies, and there is no alteration or disguised alteration of the intended use of the raised funds or any other circumstances that would harm the interests of shareholders.
Approved: 3 votes; Opposed: 0 votes; Abstentions: 0 votes.
The Supervisory Board hereby expresses the following independent opinion on the following matters:
1. Compliance with the law in the company’s operations. The company’s decision-making procedures are lawful, and a relatively comprehensive internal control system has been established. During the performance of their duties, the company’s directors and managers have not engaged in any conduct that violates laws, regulations, the company’s articles of association, or that harms the company’s interests.
2. Financial condition of the company: ShinWing Certified Public Accountants has issued an unqualified audit report, which accurately reflects the company’s financial position and operating results.
3. During the reporting period, the Company formally implemented a non-public offering, and the deposit and use of the funds raised were in compliance with applicable laws and regulations as well as the Company’s internal fund-raising management system.
4. During the reporting period, the company’s related-party transactions primarily involved the procurement of complete-project supporting products from affiliated companies, the sale of supporting components, and joint investments. Such related-party transactions were conducted on a fair basis and did not prejudice the company’s interests.
5. In 2016, the Company recognized impairment losses on assets, wrote off bad debts, and disposed of certain fixed assets, all in accordance with the actual condition of the assets and relevant policy requirements. The Board of Directors’ decision-making procedures regarding these matters were lawful and conducive to the provision of reliable and accurate accounting information.
6. The Company has established and implemented a comprehensive system for the registration and management of persons with access to inside information in accordance with applicable regulations. During the reporting period, no directors, supervisors, or senior management personnel engaged in unauthorized trading of the Company’s shares.
III. Supporting Documents for Review
1. The resolution of the Supervisory Board meeting, signed by all attending supervisors.
Supervisory Board of Dalian Refrigeration Co., Ltd.
April 22, 2017
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