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Announcement of Resolutions Adopted at the Seventh Meeting of the Sixth Session of the Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2013-028
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the Seventh Meeting of the Sixth Session of the Board of Directors
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The Company and all members of the Board of Directors hereby certify that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or material omissions.
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I. Status of Board Meetings
1. Notice of this Board of Directors meeting was issued in writing on December 6, 2013.
2. This board meeting was convened by facsimile on December 12, 2013.
3. Nine directors were entitled to vote, and all nine directors actually voted.
4. The convening of this board meeting complies with the provisions of applicable laws, administrative regulations, departmental rules, normative documents, and the Company’s Articles of Association.
II. Review of the Board Meeting
1. Report on the Replacement of the Company’s Deputy General Manager.
To further optimize the company’s management team and strengthen marketing efforts, it is hereby approved that Mr. Yang Bin resigns from his position as Deputy General Manager and will assume the role of Sales Consultant; upon nomination by the Company’s General Manager, Mr. Li Wenjiang is hereby appointed as Deputy General Manager.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
The company’s independent directors have approved the replacement of the aforementioned personnel.
2. Report on the Reappointment of the Company’s 2013 Audit Firm.
At the 2012 Annual General Meeting, the Company reappointed Zhongzhun Certified Public Accountants LLP as its auditor for the 2013 fiscal year to conduct an integrated audit of the Company’s financial statements and internal controls. The audit fees for the annual financial statements amounted to RMB 770,000, while the audit fees for internal controls totaled RMB 300,000.
In light of the company’s business development needs, the company proposes to re-appoint Dahuа Certified Public Accountants (Special General Partnership) as its auditor for the year 2013 to conduct an integrated audit of the company’s financial statements and internal controls. The annual audit fee for the financial statements is RMB 770,000, and the audit fee for internal controls is RMB 300,000.
On December 3, 2013, the Company’s independent directors reviewed this proposal and agreed to submit it for consideration by the Board of Directors.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
The aforementioned matters shall be submitted to the Company’s Second Extraordinary General Meeting of 2013 for consideration.
Zhongzhun Certified Public Accountants LLP has served as the auditor for the Company’s annual reports for many years, providing extensive audit services related to the annual report audit and other matters. The Company expresses its sincere gratitude to Zhongzhun Certified Public Accountants LLP for its diligent work over the years.
3. Report on the Joint Venture Project for Consulting on Refrigeration Equipment Management and Energy-Saving Services.
The Company proposes to jointly invest with Shenzhen Keling Commercial Equipment Co., Ltd. (“Shenzhen Keling”) in the establishment of a joint venture (the “Joint Venture”). The registered capital of the Joint Venture shall be RMB 10 million, and its business scope shall include refrigeration equipment management consulting, energy-saving services, energy-use auditing, and contract energy management (subject to the approval of the registration authority). The Company will contribute RMB 5.5 million in cash and hold a 55% equity interest in the Joint Venture; Shenzhen Keling will contribute RMB 4.5 million in cash and hold a 45% equity interest in the Joint Venture.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
4. Matters concerning the convening of the Second Extraordinary General Meeting of Shareholders for 2013.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
III. Supporting Documents for Review
1. Board resolution signed by the directors in attendance and sealed with the board’s official seal
Board of Directors, Dalian Refrigeration Co., Ltd.
December 12, 2013
Attachment: Biography of Mr. Li Wenjiang
Li Wenjiang, male, born in 1966, graduated with a bachelor’s degree in Refrigeration Engineering from Xi’an Jiaotong University. He has successively held the positions of Designer, Deputy Director, and Director of the Company’s Complete Equipment Design Department, as well as Vice Chief Engineer of the Company (at the level of a full department head). He has no affiliations with the Company, its controlling shareholder, or its actual controller; does not hold any shares in the Company; and has never been subject to penalties by the China Securities Regulatory Commission or other relevant authorities, nor to disciplinary actions by the stock exchange.