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Announcement of Resolutions Adopted at the Third Session of the Third Meeting of the Supervisory Board
Dalian Refrigeration Co., Ltd. (“the Company”) held the Third Meeting of the Third Session of the Supervisory Board on April 8, 2002, in the Company’s Sixth-Floor Conference Room. All three supervisors attended the meeting, which was chaired by Mr. Yu Fuchun, Chairman of the Supervisory Board. The meeting reviewed and adopted the following resolutions:
I. Report on the Work of the Company’s Supervisory Board for the Year 2001;
II. The “Supervisory Board Report” in the Company’s 2001 Annual Report
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, or the company’s articles of association, nor have they acted to the detriment of the company’s interests.
2. Financial condition of the company. Both Dalian Hualian Certified Public Accountants LLP and Arthur Andersen issued unqualified audit reports. The financial statements faithfully reflect the company’s financial position and operating results.
3. During the reporting period, the Company did not raise any new capital. Of the funds raised from the issuance of B shares in 1998, two projects continued to be funded during the reporting period; the actual expenditures for these projects were consistent with the committed expenditures, and the remaining unutilized proceeds were deposited in a designated foreign-exchange account with the bank.
4. During the reporting period, the Company did not engage in any significant asset acquisitions or disposals.
5. During the reporting period, the company’s principal related-party transactions consisted of purchases of goods from affiliated companies. Such transactions were conducted on arm’s-length terms and did not prejudice the company’s interests.
III. Draft Rules of Procedure for the Company’s Supervisory Board. (See Appendix for details.)
Supervisory Board of Dalian Refrigeration Co., Ltd.
April 8, 2002
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