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Announcement of Resolutions Adopted at the Second Session of the Sixth Supervisory Board
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2013-011
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the Second Session of the Sixth Supervisory Board
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The Company and all members of the Supervisory Board hereby guarantee that the information disclosed is true, accurate, and complete, with 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 8, 2013.
2. This meeting of the Supervisory Board was held on April 18, 2013, in the Company’s Fifth-Floor Conference Room, by way of on-site voting.
3. The required number of supervisors to attend the meeting is three; all three supervisors attended in person.
4. This meeting of the Supervisory Board was chaired by Mr. Yu Fuchun, Chairman 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 Company’s Supervisory Board for the Year 2012.
Approved: 3 votes; Opposed: 0 votes; Abstentions: 0 votes.
2. Audit opinions on the 2012 Annual Report and the First Quarter Report for 2013.
Approved: 3 votes; Opposed: 0 votes; Abstentions: 0 votes.
3. Opinions on the Company’s 2012 Internal Control Evaluation Report.
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: Zhongzhun Certified Public Accountants issued an unqualified audit report, which accurately reflects the company’s financial position and operating results.
3. During the reporting period, the Company did not raise any new capital, nor did it continue to utilize funds raised in prior years.
4. During the reporting period, the company’s significant related-party transactions primarily involved the purchase of goods from and the transfer of equity interests to affiliated companies. Such related-party transactions were conducted on arm’s-length terms and did not prejudice the company’s interests.
5. The resolutions passed by the Company regarding the provision for and write-off of asset impairment for the year 2012 were adopted in accordance with lawful procedures and based on sufficient supporting evidence.
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. Resolution of the Supervisory Board signed by the attending supervisors
Supervisory Board of Dalian Refrigeration Co., Ltd.
April 20, 2013
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