Iceberg Hot and Cold
Harmonious Iceberg, Soaring Dreams
Iceberg Hot and Cold
News Center
NEWS CENTER
Document No. 8: Annual Report on the Performance of Duties by the Company’s Independent Directors for 2006
| Annual Report on the Performance of Independent Directors for 2006 | ||||||||||||||||||||
|
Document No. 8 of the 2006 Annual General Meeting Annual Report on the Performance of Independent Directors for 2006 Dear Shareholders: In 2006, as independent directors of Dalian Refrigeration Co., Ltd. (hereinafter referred to as the “Company”), we attended the Company’s board meetings on schedule and were present at the annual general meeting and any extraordinary general meetings, in accordance with the Company Law, the Corporate Governance Guidelines for Listed Companies, the Guiding Opinions on Establishing an Independent Director System in Listed Companies, and the Several Provisions on Strengthening the Protection of the Rights and Interests of Public Shareholders, among other relevant requirements. With a focus on safeguarding the legitimate rights and interests of all shareholders, particularly public shareholders, we placed great emphasis on conducting regular on-site visits and carrying out investigative research into the Company’s operations, closely monitoring its strategic direction. We rigorously reviewed proposals concerning major corporate matters such as significant investments, acquisitions, and capital increases, and exercised our voting rights and expressed our independent opinions with due diligence and prudence. I. Attendance at the 2006 Board of Directors Meetings
II. Status of Independent Opinions Issued in 2006 1. On April 14, 2006, the Company granted prior approval for the routine related-party transactions to be entered into with its affiliated enterprises and issued the following opinion: We believe that the Company’s aforementioned routine related-party transactions are normal and necessary, comply with the relevant provisions of the Stock Listing Rules and the Company’s Articles of Association, adhere to the principles of openness, fairness, and impartiality, are consistent with the Company’s actual business operations and development needs, and that the transaction prices are fair and reasonable, without harming the interests of the Company or its non-affiliated shareholders. In light of the foregoing, we approve the submission of the “Report on Routine Related-Party Transactions of Dalian Refrigeration Co., Ltd.” for consideration at the Seventh Meeting of the Fourth Session of the Board of Directors. 2. On April 25, 2006, the following independent opinion was issued regarding the significant matters deliberated at the seventh meeting of the fourth session of the Company’s Board of Directors, as well as other significant matters of the Company: (1) Opinion on the Compensation of Company Executives for the Year 2005 The determination of the 2005 executive compensation was made after a comprehensive assessment of the company’s performance in achieving its 2005 business plan, as well as its financial condition, operating results, and cash flow, thereby ensuring both the successful fulfillment of the annual plan and the sustainable development of the company. We unanimously approve the Board of Directors’ report on the 2005 executive compensation. (2) Opinions on the Company’s Cumulative External Guarantees, Current Period External Guarantees, and Compliance with Relevant Regulations Upon review, the Company has not provided any guarantees for its controlling shareholder, other related parties in which the Company holds less than 50% of the equity, or any unincorporated entities or individuals; furthermore, the total amount of the Company’s external guarantees represents 0% of the net assets as reported in the consolidated financial statements for the most recent fiscal year. In light of the foregoing, we are of the view that the Company has generally complied with the relevant regulations. (3) Opinion on the Company’s Routine Related-Party Transactions for the Year 2006 The aforementioned routine related-party transactions of the Company are normal and necessary, comply with the relevant provisions of the Stock Listing Rules and the Company’s Articles of Association, adhere to the principles of openness, fairness, and impartiality, are consistent with the Company’s actual business operations and development needs, are priced at arm’s length and on a fair and reasonable basis, and do not prejudice the interests of the Company or its non-affiliated shareholders. 3. On October 12, 2006, prior approval was granted for the Company’s proposed re-appointment of its domestic and overseas audit firms for the 2006 fiscal year, and it was agreed to submit this matter for consideration at the Ninth Meeting of the Fourth Session of the Board of Directors. Please review the above report. Independent Directors: Lü Zhongli, Wang Dong, Zhang Guile May 22, 2007 |
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.
