Welcome to the website of Dalian BingShan Group Co., Ltd.!

搜索历史清除全部记录

最多显示8条历史搜索记录噢~

All

All
Product Management
News and Information
Introduction Content
Enterprise outlets
Frequently Asked Questions
Corporate Video
Corporate Brochure

Iceberg Cold & Heat Technology Co., Ltd.

Iceberg Hot and Cold

Harmonious Iceberg, Soaring Dreams

Iceberg Hot and Cold

News Center

NEWS CENTER

Announcement of Resolutions Adopted at the 2002 Annual General Meeting

The Company and all members of the Board of Directors hereby guarantee the truthfulness, accuracy, and completeness of the contents of this announcement and shall bear joint and several liability for any false records, misleading statements, or material omissions in the announcement.

I. Meeting Convening and Attendance

Dalian Refrigeration Co., Ltd. (the “Company”) convened the 2002 Annual General Meeting of Shareholders on the morning of May 28, 2003, in the Company’s Eighth-Floor Conference Room. Notice of the convening of this meeting was published in the China Securities Journal and Ta Kung Pao on April 24, 2003. A total of 42 shareholders and their proxies attended the meeting, representing 165,826,438 shares (of which 130,644,943 shares were A shares with voting rights and 35,181,495 shares were B shares with voting rights), accounting for 47.38% of the Company’s total share capital of 350,014,975 shares, thereby complying with the provisions of the Company’s Articles of Association and the Company Law. The Annual General Meeting was chaired by Mr. Zhang He, Chairman of the Board.
II. Status of Proposal Review

At this shareholders’ meeting, the following resolutions were adopted by a roll-call vote:

1. Deliberated and approved the 2002 Annual Work Report of the Company’s Board of Directors;

Approved: 165,743,438 shares (including 130,561,943 A shares and 35,181,495 B shares), representing 99.95% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 83,000 shares.

2. Deliberated and approved the 2002 Work Report of the Company’s Supervisory Board;

3. Deliberated and approved the Company’s 2002 Annual Financial Settlement and the 2003 Annual Financial Budget Report;

4. Deliberated and approved the Company’s 2002 Profit Distribution Plan;

According to the audit conducted by Dalian Hualian Certified Public Accountants LLP, the Company recorded a post-tax profit of RMB 88.426 million in 2002. In accordance with relevant state regulations and the Company’s Articles of Association, RMB 8.843 million was appropriated as statutory surplus reserve at a rate of 10%, RMB 8.843 million as statutory public welfare fund at a rate of 10%, and RMB 1.189 million was set aside as reserves for consolidated subsidiaries, for a total appropriation of RMB 18.875 million. Adding this amount to the undistributed profits from the previous year of RMB 47.884 million, the total profit available for distribution to shareholders amounts to RMB 117.435 million.

According to the audit conducted by PwC Zhongtian Certified Public Accountants LLP, the company recorded a post-tax profit of RMB 70.524 million in 2002. After making statutory surplus reserve and statutory public welfare fund allocations, as well as setting aside reserves for consolidated subsidiaries, and adding the undistributed profits from the previous year of RMB 34.908 million, the total profit available for distribution to shareholders amounted to RMB 87.104 million.

In accordance with the relevant provisions of the Company’s Articles of Association and applying the lower-of-the-two principle, the distributable profits for the current year amount to RMB 87.104 million, of which RMB 8.843 million is appropriated as statutory surplus reserve at a rate of 10%, RMB 35.001 million is allocated for dividend distribution, and the remaining RMB 43.260 million is carried forward for distribution in the next fiscal year.

Company’s 2002 Dividend Distribution Plan:

Based on the total share capital of 350,014,975 shares as of the end of 2002, a cash dividend of RMB 1.00 per 10 shares (inclusive of tax) will be distributed; the cash dividend for B shares will be converted into Hong Kong dollars for payment.

The Company will not capitalize its capital reserve to increase share capital this year.

5. Deliberated and approved the report on amending the Company Charter;

Article 6.5 of the Company Charter, entitled “Composition of the Board of Directors,” originally provided as follows: “The Board of Directors shall be composed of an odd number of members, totaling seventeen, and shall include both independent directors and non-independent directors. The Board shall have one Chairman, one to two Vice Chairmen, and two independent directors (at least one of whom shall be an accounting professional). The Chairman and Vice Chairmen shall be elected or removed by a majority of all directors, and shall be nominated by the shareholders from among the directors serving on the Board.”

It is now amended as follows: “The Board of Directors shall be composed of an odd number of members, totaling nine, and shall include both independent directors and non-independent directors. The Board shall have one Chairman, one Vice-Chairman, and three independent directors (at least one of whom shall be an accounting professional). The Chairman and Vice-Chairman shall be elected or removed by a majority of all directors, and shall be nominated by the shareholders from among the directors on the Board.”

6. Deliberated and approved the report on changes to the board of directors;

Due to corporate and personnel changes at Sanyo Electric Co., Ltd., former directors Akira Yoshida and Takafumi Kobayashi have stepped down from their positions. Mr. Tadao Shimada is hereby elected as a director of the company.

7. Deliberated and approved the report on changes to the composition of the Board of Directors;

To enhance the decision-making and operational efficiency of the Board of Directors, it has been decided to adjust the composition of the Board, reducing the number of directors from the original 17 to 9, including 3 independent directors. The adjusted nine directors are: Zhang He, Mu Chuanjiang, Yang Bin, Xu Xiaorui, Shimada Tadanao, Li Mei, Lü Zhongli (independent director), Wang Dong (independent director), and Zhang Guile (independent director).

Elects Xu Xiaorui as a director of the company:

8. Elect Zhang Guile as an independent director of the company;

9. Deliberated and approved the report on the appointment of the auditing firm for the year 2003;

Dalian Hualian Certified Public Accountants LLP is hereby reappointed as the Company’s domestic auditor for the year 2003. PricewaterhouseCoopers Zhongtian Certified Public Accountants LLP is likewise reappointed as the Company’s overseas auditor for the year 2003. In accordance with the specific requirements of the audit engagement, an annual audit fee of RMB 230,000 shall be paid to Dalian Hualian Certified Public Accountants LLP, with all related audit expenses to be borne by that firm; an annual audit fee of RMB 680,000 shall be paid to PricewaterhouseCoopers Zhongtian Certified Public Accountants LLP, with all related audit expenses to be borne by that firm.

10. Deliberated and approved the report on the equity participation in Dalian Bingshan Investment Co., Ltd.;

The Company will jointly invest with Dalian Bingshan Rubber & Plastics Co., Ltd. to establish Dalian Bingshan Investment Co., Ltd. The registered capital of the new company will be RMB 100 million, with each party contributing RMB 50 million in cash, thereby holding a 50% equity interest. The business scope of the company will include investment and consulting services, among others. This transaction will help improve the Company’s capital utilization efficiency, strengthen its growth momentum, and thereby promote its sustained, stable, and healthy development, ultimately delivering better returns to all shareholders.

This transaction constitutes a related-party transaction, and the related parties with an interest in such transaction have waived their voting rights on the proposal at the shareholders’ meeting. Accordingly, Dalian Bingshan Group Co., Ltd. recused itself from the vote. Directors Mu Chuanjiang, Zhang Hongzhi, and Yu Shoutao also recused themselves from the vote. After deducting the 104.4225 million shares of voting rights held by Dalian Bingshan Group Co., Ltd. and the 65,150 shares of voting rights held by the aforementioned three directors, the total voting rights represented by the non-related shareholders present amounted to 61.338788 million shares.

Approved: 61,255,788 shares (including 26,074,293 A shares and 35,181,495 B shares), representing 99.86% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 83,000 shares.

For detailed information on the aforementioned matters under consideration, please refer to the Company’s Announcement on Resolutions Adopted at the Seventh Meeting of the Third Session of the Board of Directors, published on April 24, 2003, in the China Securities Journal and Ta Kung Pao.

III. Legal Opinion Issued by the Attorney

This shareholders’ meeting was witnessed by Attorney Bao Jingxin of Dalian Huaxia Law Firm, which subsequently issued a legal opinion. The firm’s conclusive opinion is as follows: “Based on the foregoing facts, our firm’s attorneys are of the view that the convening and conduct of the Company’s current shareholders’ meeting comply with applicable laws, regulations, and the provisions of the Company’s Articles of Association; the qualifications of the persons attending the meeting are lawful and valid; and the voting procedures and results of the meeting are genuine, lawful, and valid.”

No proposals were added, rejected, or amended at this shareholders’ meeting.

IV. Supporting Documents for Review

1. The minutes of this shareholders’ meeting and the resolutions passed at the meeting;

2. Legal opinion issued by Attorney Bao Jingxin of Dalian Huaxia Law Firm;

3. Articles of Association.

Dalian Refrigeration Co., Ltd.

May 28, 2003