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Document No. 7: Annual Report on the Performance of Duties by the Company’s Independent Directors for 2009
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2009 Document No. 7 of the Annual General Meeting
Annual Report on the Performance of Independent Directors for 2009
Dear Shareholders ：
In 2009, as independent directors of Dalian Refrigeration Co., Ltd. (hereinafter referred to as the “Company”), we attended the Company’s board meetings and annual general meetings in a timely manner 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, the Several Provisions on Strengthening the Protection of the Rights and Interests of Public Shareholders, and other relevant requirements. With the aim of safeguarding the legitimate rights and interests of all shareholders, particularly public shareholders, we placed great emphasis on conducting routine visits to the Company and carrying out investigative research, closely monitoring the Company’s development trends and its measures to address the global financial crisis. We rigorously reviewed proposals on major matters concerning the Company and exercised our voting rights and expressed independent opinions with due diligence. 。
I. Attendance at the 2009 Board of Directors Meeting
Note: Lü Zhongli, Wang Dong, and Zhang Guile were the Company’s former independent directors, with their terms of office expiring on May 20, 2009. Liu Caiping is the Company’s current independent director, with her term of office commencing on May 20, 2009. Wang Huiquan and Xing Tiancai are the Company’s current independent directors, with their terms of office commencing on July 27, 2009.
II. Status of Independent Opinions Issued in 2009 1. On February 10, 2009, prior approval was granted for the Company’s proposed change of the 2008 audit firm, and it was agreed to submit the matter for consideration at the 19th Meeting of the 4th Board of Directors. 。 2. On April 10, 2009, prior approval was granted for the Company’s proposed routine related-party transactions with affiliated entities, the appointment of the Company’s 2009 audit firm, and the nomination of candidates for the fifth session of the Board of Directors, among other material matters, and it was agreed to submit these items for consideration at the 20th meeting of the fourth session of the Board of Directors. 3. On April 22, 2009, the following independent opinion was issued regarding the significant matters deliberated at the 20th meeting of the Company’s Fourth Board of Directors and other significant matters of the Company: ： (1) Opinion on the 2008 Compensation of the Company’s Management Personnel The determination of the 2008 executive compensation was made after a comprehensive assessment of the Company’s performance in achieving its 2008 business plan, as well as its financial condition, operating results, and cash flows. We unanimously approve the Board of Directors’ report on the 2008 executive compensation. 。 (2) Opinions on the Company’s Cumulative External Guarantees, Current External Guarantee Situation, 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; the total amount of the Company’s external guarantees is zero. Currently, the Company’s Articles of Association stipulate the approval procedures for external guarantees and the creditworthiness criteria for guaranteed parties. In light of the foregoing, we are of the view that the Company has duly complied with the relevant regulations. 。 (3) Opinions on the Company’s Routine Related-Party Transactions for the Year 2008 and the Estimated Routine Related-Party Transactions for the Year 2009 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 operations and development needs, involve reasonable transaction prices, and do not prejudice the interests of the Company or its non-affiliated shareholders. 。 (4) Opinions on the Company’s Internal Control Self-Assessment Report The Company has established a relatively comprehensive internal control system, with all internal control policies and procedures in compliance with applicable requirements and aligned with the Company’s actual operations. With respect to the issues identified during the corporate governance special initiative and the 2008 on-site inspection conducted by the Dalian Securities Regulatory Bureau, the Company has undertaken proactive corrective actions, thereby further enhancing its level of internal control. The Company is not in violation of the Guidelines for Internal Control of Listed Companies. In light of the foregoing, we concur with the Company’s self-assessment of its internal control system. 。 (5) Opinions on the Candidates for Directors of the Company’s Fifth Board of Directors We approve the nomination of the relevant individuals as candidates for directorship on the Company’s Fifth Board of Directors. 4. On May 20, 2009, the following independent opinion was issued regarding the significant matters deliberated at the Company’s 2008 Annual General Meeting of Shareholders and the First Session of the Fifth Board of Directors: ： (1) Opinions on the Directors of the Company’s Fifth Board of Directors Zhang He, Mu Chuanjiang, Yang Bin, Xu Junrao, Arima Hideaki, Wang Weijie, and Liu Caiping, members of the Company’s Fifth Board of Directors, possess the qualifications required by applicable laws, regulations, and the Company’s Articles of Association. The nomination procedures adopted by the Board of Directors for their candidacy as directors are in full compliance with relevant national laws, regulations, and the Company’s Articles of Association, and the voting procedures at both the Board meeting and the Shareholders’ Meeting were lawful. We unanimously approve the appointment of Zhang He, Mu Chuanjiang, Yang Bin, Xu Junrao, Arima Hideaki, Wang Weijie, and Liu Caiping as members of the Company’s Fifth Board of Directors. 。 (2) Opinions on the Appointment of Senior Management Personnel Upon review, the educational background, work experience, and physical condition of the aforementioned individuals are deemed sufficient to meet the job responsibilities and requirements of their respective positions. The nomination, appointment procedures, and voting results adopted by the Company’s Board of Directors are in full compliance with applicable laws, regulations, and the relevant provisions of the Company’s Articles of Association. We unanimously approve the Board of Directors’ decision to appoint Mr. Zhang He as General Manager, Mr. Yang Bin as Executive Deputy General Manager, and Messrs. Zhang Hongzhi, Wang Dekun, Wang Zhiqiang, Hu Xitang as Deputy General Managers, as well as Ms. Xu Junrao as Chief Financial Officer and Secretary of the Board. 。 5. On July 8, 2009, an independent opinion was issued regarding the nomination of candidates for independent directors to the Company’s Fifth Board of Directors as deliberated at the Second Meeting of the Fifth Session of the Board, approving Wang Huiquan and Xing Caijun as candidates for independent directors to the Company’s Fifth Board of Directors. 。 6. On August 19, 2009, an in-depth review was conducted on the Company’s external guarantees for the first half of 2009 and on the misappropriation of the Company’s funds by the controlling shareholder and other related parties, resulting in the issuance of the following special statement and independent opinion. ： Upon review, during the reporting period the Company did not provide 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; nor did the Company enter into any external guarantees. The Company’s Articles of Association currently stipulate the approval procedures for external guarantees and the creditworthiness criteria for guarantee recipients. Furthermore, upon review, no instances were found during the reporting period of the controlling shareholder or other related parties misappropriating the Company’s funds. In light of the foregoing, we are of the view that the Company has adequately complied with the relevant regulations. 。
Please review the above report. 。
Independent Directors: Wang Huiquan, Xing Tiancai, Liu Caiping
May 19, 2010 |
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