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7. Annual Report on the Performance of Duties by the Company’s Independent Directors for 2011
Document No. 7 of the 2011 Annual General Meeting
Annual Report on the Performance of Independent Directors for 2011
Dear Shareholders:
In 2011, 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, and the Several Provisions on Strengthening the Protection of the Rights and Interests of Public Shareholders, among other relevant requirements. With the aim of safeguarding the legitimate rights and interests of all shareholders, particularly those of public shareholders, we placed great emphasis on conducting routine visits to the Company and undertaking investigative research, closely monitoring the Company’s development trends, rigorously reviewing proposals on major matters, and exercising our voting rights and expressing independent opinions with due diligence.
I. Attendance at the 2011 Board of Directors Meetings
|
Name
|
Number of Board Meetings to Be Attended This Year
|
Attend in person
|
Attendance by Proxy
|
Absence
|
|
Wang Huiquan
|
4
|
4
|
0
|
0
|
|
Xing Tiancai
|
4
|
4
|
0
|
0
|
|
Liu Caiping
|
4
|
4
|
0
|
0
|
II. Status of Independent Opinions Issued in 2011
1. On April 1, 2011, prior approval was granted for the Company’s proposed routine related-party transactions with affiliated entities and for other significant matters, including the appointment of the Company’s 2011 audit firm, and it was agreed to submit these matters for consideration at the Tenth Meeting of the Fifth Board of Directors.
2. On April 13, 2011, the following independent opinion was expressed on the significant matters deliberated at the tenth meeting of the fifth session of the Company’s Board of Directors, as well as other significant matters concerning the Company:
(1) Opinion on the Company’s Cumulative External Guarantees, Current 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; 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.
(2) Opinion on the Company’s Routine Related-Party Transactions for the Year 2010 and the Estimated Routine Related-Party Transactions for the Year 2011
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, involve reasonable transaction prices, and do not prejudice the interests of the Company or its non-affiliated shareholders.
(3) Opinion on the Compensation of Company Executives for the Year 2010
The determination of the 2010 executive compensation was made after a comprehensive review of the Company’s 2010 operating plan performance, as well as its financial condition, operating results, and cash flows. We unanimously approve the Board of Directors’ report on the 2010 executive compensation.
(4) Opinions on the Company’s Internal Control Self-Evaluation 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. Following the identification of issues during the corporate governance special initiative and the Dalian Securities Regulatory Bureau’s on-site inspection in 2008, the Company promptly implemented corrective measures, further enhancing its internal control framework. To date, the Company has not been found to be in violation of the Basic Norms for Enterprise Internal Control or the Guidelines for Internal Control of Listed Companies.
In summary, we concur with the Company’s self-assessment report on internal controls.
(5) Regarding the Write-Off of Doubtful Accounts
The Company proposes to write off the bad debt on accounts receivable, with sufficient supporting evidence and in compliance with lawful voting procedures; approval is hereby granted for the write-off.
3. On June 7, 2011, the Company issued the following independent opinion regarding the transfer of its 25% equity interest in Dalingwang Transportation Refrigeration Co., Ltd.:
This equity transfer will facilitate the business integration between the Company’s two equity-affiliated companies—Dalingwang Transportation Refrigeration Co., Ltd. (“Dalingwang”) and Lengwang Container Temperature Control (Suzhou) Co., Ltd. (“Suzhou Lengwang”)—which operate similar production and sales businesses, by adding Dalingwang’s product portfolio to Suzhou Lengwang’s offerings, thereby enhancing production and operational efficiency. Prior to determining the transfer price, the Company engaged in discussions with multiple potential transferees, solicited quotations, and conducted price comparisons, on the basis of which a reasonable transfer price was established. This approach ensures that the rights and interests of the Company and its minority shareholders are not prejudiced, while also generating substantial investment returns for the Company.
In summary, we unanimously agree to this equity transfer.
4. On August 23, 2011, an in-depth review was conducted on the Company’s external guarantees for the first half of 2011 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 set forth the approval procedures for external guarantees and the creditworthiness criteria for guarantors. 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.
III. Work of the Company’s Board Committees
1. Status of Work on the Company’s Board of Directors Audit Committee
As members of the Audit Committee established under the Company’s Board of Directors, we discharge our duties in accordance with the Company’s Implementing Rules for the Board Audit Committee and the Audit Committee Annual Report Work Procedures, overseeing the Company’s internal audit system and its implementation, reviewing the Company’s financial information and disclosures, and evaluating the work of external auditing firms.
During the Company’s 2011 audit engagement, we maintained active communication and coordination with the auditing firm, Zhongzhun Certified Public Accountants, through the Audit Committee. Prior to the auditors’ on-site commencement of work, we discussed and reached consensus with the engagement partner of the auditing firm on matters such as the audit plan, the schedule, and key issues requiring attention during the audit period. Throughout the audit process, we kept abreast of progress and repeatedly urged the auditing firm to carry out the audit in a timely manner while maintaining high quality and meeting all deliverable requirements. Upon completion of the audit, we conducted a thorough review of the Company’s annual financial statements and annual report.
2. Work performed on the Company’s Board of Directors’ Compensation and Assessment Committee
As members of the Compensation and Assessment Committee established under the Company’s Board of Directors, we have fulfilled our duties in accordance with the Company’s Implementing Rules for the Board of Directors’ Compensation and Assessment Committee, reviewing the annual compensation of the Company’s directors, supervisors, and senior management personnel and ensuring that the decision-making procedures and remuneration standards for such individuals are in compliance with applicable laws and regulations as well as the Company’s internal policies.
Please review the above report.
Independent Directors: Wang Huiquan, Xing Tiancai, Liu Caiping
March 29, 2012
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