Iceberg Hot and Cold
Harmonious Iceberg, Soaring Dreams
Iceberg Hot and Cold
News Center
NEWS CENTER
Announcement of Resolutions Adopted at the Fourth Session of the Fourth Board of Directors
The Company and all members of the Board of Directors hereby certify that the contents of this announcement are true, accurate, and complete, and that there are no false records, misleading statements, or material omissions.
The Fourth Session of the Fourth Board of Directors of Dalian Refrigeration Co., Ltd. (“the Company”) was held on April 19, 2005, in the Company’s Sixth-Floor Conference Room. Notice of the meeting was duly served in writing on April 8, 2005. Nine directors were scheduled to attend, and all nine directors were present. The meeting was chaired by Mr. Zhang He, Chairman of the Board. The notice and convening of the meeting were in full compliance with applicable laws, regulations, rules, and the Company’s Articles of Association. At this meeting, the following resolutions were reviewed and adopted:
I. Report on the Work of the Board of Directors for the Year 2004;
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
II. 2004 Annual Financial Settlement Report of the Company;
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
III. Proposed Profit Distribution Plan for the Year 2004;
According to the audit conducted by Dalian Hualian Certified Public Accountants LLP, the Company recorded a post-tax profit of RMB 100.955 million in 2004. In accordance with relevant state regulations and the Company’s Articles of Association, RMB 9.985 million was appropriated as statutory surplus reserve at 10%, RMB 9.985 million as statutory public welfare fund at 10%, and RMB 1.561 million was set aside as reserves for consolidated subsidiaries, for a total appropriation of RMB 21.531 million. Adding this amount to the undistributed profits from the previous year of RMB 102.845 million, the total profit available for distribution to shareholders amounts to RMB 182.269 million.
According to the audit conducted by PwC Zhongtian Certified Public Accountants LLP, the company recorded a post-tax profit of RMB 108.764 million in 2004. After setting aside statutory surplus reserves, statutory public welfare funds, and reserves for consolidated subsidiaries, and adding the undistributed profits from the previous year of RMB 67.387 million, the total distributable profit available to shareholders amounted to RMB 152.124 million.
In accordance with the relevant provisions of the Company’s Articles of Association and applying the lower-of-the-two principle, the profit available for distribution to shareholders this year amounts to RMB 152.124 million. Of this amount, RMB 9.985 million is appropriated as discretionary statutory surplus reserve at a rate of 10%, RMB 35.001 million is allocated for dividend distribution, and the remaining balance of RMB 107.138 million is carried forward for distribution in the next fiscal year.
The Company’s 2004 dividend proposal: Based on the total share capital of 350,014,975 shares as of the end of 2004, a cash dividend of RMB 1.00 will be distributed for every 10 shares held (inclusive of tax), with the cash dividend for B shares converted into Hong Kong dollars for payment.
This year, the company will not capitalize its capital reserve to increase share capital.
The foregoing contingency plans shall be submitted to the Company’s 2004 Annual General Meeting for approval.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
IV. Report on the Provision for Asset Impairment for the Company’s Fiscal Year 2004; (For detailed information, please refer to the Detailed Schedule of Asset Impairment Provisions.)
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
V. Report on the Write-Off of Impairment Provisions for Certain Company Assets;
In light of the fact that certain inventory within the assets for which impairment provisions have been made has been damaged due to prolonged disuse, that Dalian Economic and Technological Development Zone Trust & Investment Company has gone bankrupt, and that the debtors cannot be located for collection purposes, the Company proposes to write off inventory impairment reserves in the amount of RMB 4,475,911.91, long-term investment impairment reserves in the amount of RMB 500,000.00, and bad-debt reserves in the amount of RMB 8,427,341.44.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
VI. Report on Amendments to the Company Charter; (Attachment 1)
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
VII. The Company’s 2004 Annual Report;
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
VIII. The Company’s First-Quarter 2005 Quarterly Report;
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
9. Report on the Appointment of the Company’s Auditor for the Year 2005;
It is proposed to re-engage Dalian Hualian Certified Public Accountants LLP as the Company’s domestic audit firm for the year 2005, and to re-engage PwC Zhongtian Certified Public Accountants LLP as the Company’s overseas audit firm for the year 2005. In accordance with the specific requirements of the audit engagement, it is proposed to pay Dalian Hualian Certified Public Accountants LLP an annual audit fee of RMB 250,000, with all related audit expenses to be borne by the firm; and to pay PwC Zhongtian Certified Public Accountants LLP an annual audit fee of RMB 680,000, with all related audit expenses to be borne by the firm.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
X. Report on the Company’s Routine Related-Party Transactions for the Year 2005;
On April 6, 2005, the Company’s independent directors reviewed this proposal and agreed to submit it for discussion by the Board of Directors.
Based on the 2004 routine related-party transactions, the Company expects the total amount of such transactions for the full year 2005 to be approximately RMB 550 million, of which about RMB 400 million will be spent on procuring complete sets of project-supporting products from related parties and about RMB 150 million will be generated from sales of supporting components to related parties.
Directors Zhang He and Mu Chuanjiang are related directors and recused themselves from the deliberation of the aforementioned matters.
Approved: 7 votes; Opposed: 0 votes; Abstentions: 0 votes.
XI. Matters Relating to the Convening of the 2004 Annual General Meeting of Shareholders.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
Board of Directors of Dalian Refrigeration Co., Ltd.
April 21, 2005
Attachment 1: Report on Amendments to the Company Charter
In accordance with the requirements of the China Securities Regulatory Commission’s “Several Provisions on Strengthening the Protection of the Rights and Interests of Public Shareholders” and the Shenzhen Stock Exchange’s “Rules for the Listing of Stocks (Revised in 2004),” and taking into account the Company’s actual circumstances, the following amendments are hereby made to the Company’s Articles of Association:
1. Article 3.3 of the Company Charter, “Types and Composition of Registered Capital,” originally stipulated that,
“The company’s shareholding structure is as follows:”
Share Class Number of Shares
State-owned shares: 104,422,500 shares
Legal-person shares: 32,222,250 shares
Public shares: 98,370,225 shares
“Domestic listed foreign-invested shares: 115,000,000 shares”
Now revised to:
“The company’s shareholding structure is as follows:”
Share Class Number of Shares
State-owned shares: 106,366,750 shares
Legal-person shares: 30,278,000 shares
Public shares: 98,370,225 shares
“Domestic listed foreign-invested shares: 115,000,000 shares”
2. Article 4.4 of the Company Charter, entitled “Conduct of the Controlling Shareholder,” originally provided: “The controlling shareholder owes a duty of good faith to the Company and other shareholders; shall exercise its rights as a capital contributor in accordance with the law; shall not, by means such as asset restructuring, impair the lawful rights and interests of the Company and other shareholders; and shall not exploit its special position to seek undue benefits.”
It is now amended to read: “The controlling shareholder and the actual controller of the Company owe a fiduciary duty to the Company and to the shareholders of the Company’s public shares. The controlling shareholder shall strictly exercise its rights as an investor in accordance with the law; it shall not, by means of related-party transactions, profit distribution, asset restructuring, external investments, misappropriation of funds, loan guarantees, or other such practices, impair the lawful rights and interests of the Company and the shareholders of the Company’s public shares, nor shall it exploit its controlling position to harm the interests of the Company and such shareholders.”
3. Add the following provision to Article 5.6 of the Company Charter, “Convening of the Shareholders’ Meeting”:
“Upon issuing a notice of the shareholders’ meeting for any material matter subject to the public shareholders’ voting procedure as set forth in Article 5.15 of the Company’s Articles of Association, the Company shall re-publish the notice of the shareholders’ meeting within three days following the record date.”
4. Add the following provision to Article 5.12, “Voting Procedures,” of the Company Charter:
“When the Company convenes a shareholders’ meeting to deliberate on material matters specified in Article 5.15 of the Articles of Association that are subject to the voting procedure for public shareholders, it shall provide shareholders with an online voting platform. The implementation of online voting at the Company’s shareholders’ meetings shall be conducted in accordance with the relevant implementation measures.”
5. Article 5.13 of the Company Charter, “Election of Directors and Supervisors,” previously stipulated that when the controlling shareholder’s equity stake in the company is 30% or more, the shareholders’ meeting shall adopt a cumulative voting system for voting on proposals to elect directors.
It is now amended as follows: “When the controlling shareholder of the Company holds a controlling interest of 30% or more, the shareholders’ meeting shall adopt a cumulative voting system for the表决 of proposals to elect directors and supervisors. Specifically, when the shareholders’ meeting elects two or more directors or supervisors, each share held by shareholders participating in the vote (including proxy holders) shall carry a number of votes equal to the total number of directors or supervisors to be elected. Shareholders (including proxy holders) may either concentrate all their voting rights on a single candidate or distribute them among several candidates. The Board of Directors shall, in accordance with the provisions of these Articles of Association, formulate detailed rules for implementing the cumulative voting system for the election of directors and supervisors, submit such rules to the shareholders’ meeting for approval, and implement them upon approval.”
6. The following provision is added to Article 5.15, “Voting on Special Resolutions,” of the Company Charter:
“The following material matters shall be subject to a voting system for public shareholders: such matters shall be deemed approved only if they are passed by a special resolution at the general meeting of shareholders and further approved by more than half of the voting rights held by the public shareholders who participate in the vote.”
(1) The Company shall issue new shares to the general public (including the issuance of foreign-invested shares listed overseas or other equity-based warrants), issue convertible corporate bonds, or allot shares to existing shareholders (except where a shareholder with de facto control has committed prior to the convening of the meeting to subscribe in full in cash);
(2) In the event of a major asset restructuring of the company, where the aggregate purchase price of the acquired assets exceeds the audited book net value of such assets by 20% or more;
(3) Shareholders shall repay their outstanding debts to the company by using the company equity they hold.
(4) The overseas listing of subsidiaries that have a material impact on the company;
(5) Matters that have a significant impact on the interests of public shareholders in the course of the company’s development.
7. Add the following provision to Chapter 14, “Information Disclosure,” of the Company Charter: “Article 14.6 Investor Relations Management”
“The Company actively establishes and improves its investor relations management system, proactively enhancing communication and engagement with shareholders, particularly with public shareholders, through a variety of channels. The Company’s Board Secretary is specifically responsible for investor relations management.”
这里是标题一h1占位文字
Message Board
Group dynamics
Contact us
Dalian Bingshan Group Co., Ltd.
Address: No. 106, Liaohe East Road, Dalian Economic & Technological Development Zone
Phone:
0411-87968888 (Main Line)
0411-87968930, 8931 (Sales)
0411-87968000 (After-Sales Service)
400-0411-380 (Customer Service Hotline)
Copyright © 2026 Bingshan Cold & Heat Technology Co., Ltd.
