News Center
Enterprises are public instruments of society.
News Center
Announcement of Resolutions Adopted at the Seventh Meeting of the Third Session of the Board of Directors
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.
The Seventh Meeting of the Third Session of the Board of Directors of Dalian Refrigeration Co., Ltd. (“the Company”) was held on April 22, 2003, in the Company’s Sixth-Floor Conference Room. A total of 15 directors attended the meeting, thereby satisfying the quorum requirements stipulated by the Company Law and the Company’s Articles of Association. The meeting was chaired by Mr. Zhang He, Chairman of the Board. The following resolutions were reviewed and adopted at this meeting:
I. Report on the Work of the Board of Directors for the Year 2002;
II. The Company’s 2002 Financial Final Accounts and 2003 Financial Budget;
III. Proposed Profit Distribution Plan for the Company for the Year 2002;
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 10%, RMB 8.843 million as statutory public welfare fund at 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 amounted 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 discretionary 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 is declared for every 10 shares held (inclusive of tax), with the B-share cash dividend converted into Hong Kong dollars for payment.
The Company will not capitalize its capital reserve to increase share capital this year.
The foregoing contingency plans shall be submitted to the Company’s 2002 Annual General Meeting for approval.
IV. The Company’s Profit Distribution Policy for the Year 2003 and the Policy on Capitalizing Capital Reserves to Increase Share Capital;
The Company anticipates the following profit distribution policy for the year 2003:
1. Distribution frequency: once, with no distributions during the interim period and a year-end distribution;
2. Distribution Ratio: 40%–60% of the profits available for distribution to shareholders in the current year (including the net profit realized in the current year and the undistributed profits from the previous year);
3. Distribution Method: Cash dividends, bonus shares, or a combination of both, with cash dividends accounting for no less than 50% of the total dividend payout.
The aforementioned dividend policy shall be formally implemented only after being submitted by the Board of Directors in the form of a dividend proposal for approval by the Shareholders’ Meeting; at that time, the Board may make appropriate adjustments based on the Company’s development and profitability.
The Company anticipates the following policy for capitalizing retained earnings to increase share capital in fiscal year 2003:
The company will not capitalize its capital reserve to increase share capital for the year 2003.
V. Report on Amendments to 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 appointed from among the directors nominated by the shareholders.”
It is now amended to read: “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.”
VI. 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 nominated as a director of the company.
VII. 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).
VIII. Report on Candidates for Independent Directors;
Nominate Zhang Guile as a candidate for independent director of the company.
IX. Report on the Appointment of Senior Management Personnel;
Xu Xiaorui is hereby appointed as the Company’s Chief Financial Officer, and Yang Bin is hereby appointed as the Company’s Executive Deputy General Manager.
X. Report on the Provision for Asset Impairment for the Year 2002;
XI. Report on the Write-Off of Impairment Provisions for Certain Fixed Assets and Bad Debts;
The Company proposes to write off certain fixed assets for which impairment provisions have already been recognized, thereby reducing the carrying amount of fixed assets by RMB 19,721,000.95 and reversing the corresponding impairment provision for fixed assets by RMB 3,669,091.69.
The company proposes to write off bad debts totaling RMB 8,058,667.71 that are either uncollectible or highly unlikely to be collected.
XII. Report on the Appointment of the 2003 Audit Firm;
It is proposed to re-engage Dalian Hualian Certified Public Accountants LLP as the Company’s domestic auditor for the year 2003, and to re-engage PwC Zhongtian Certified Public Accountants LLP as the Company’s overseas auditor for the year 2003. 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 230,000, 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.
XIII. Report on Equity Participation in Dalian Bingshan Investment Co., Ltd.
The Company intends to 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 investor contributing RMB 50 million in cash, thereby holding a 50% equity interest. The business scope of the company will include investment, consulting, and other related activities.
The Company’s Board of Directors believes that this related-party transaction will help improve the efficiency of the Company’s capital utilization, strengthen its growth momentum, and thereby promote the Company’s sustained, stable, and healthy development, ultimately delivering better returns to all shareholders.
Since Dalian Bingshan Rubber & Plastics Co., Ltd. is an affiliated legal entity of our company, this transaction constitutes a related-party transaction. During the board’s vote on this matter, Directors Mu Chuanjiang, Zhang Hongzhi, Yu Shoutao, and Liu Menghua recused themselves. Independent directors Mr. Lü Zhongli and Mr. Wang Dong issued their respective opinions on this related-party transaction, stating that it is fair, does not prejudice the interests of the company and its shareholders—particularly small and medium-sized shareholders—and is conducive to improving the efficiency of the company’s capital utilization and strengthening its growth momentum; furthermore, the voting procedure for this related-party transaction was lawful, and the relevant directors duly recused themselves.
Dalian Bingshan Rubber & Plastics Co., Ltd. and our company are both subsidiaries of the same controlling shareholder, Dalian Bingshan Group Co., Ltd., which is listed on the Shanghai Stock Exchange under the stock abbreviation “Bingshan Rubber & Plastics” and stock code 600346. Detailed basic information about this company can be found in its publicly disclosed periodic reports.
This transaction is subject to approval by the shareholders’ meeting, and any related parties with a vested interest in this related-party transaction will waive their voting rights on the proposal at the shareholders’ meeting. No approval from the relevant authorities is required for this related-party transaction.
XIV. The Company’s 2002 Annual Report;
XV. The Company’s First-Quarter 2003 Quarterly Report;
XVI. Matters Relating to the Convening of the 2002 Annual General Meeting of Shareholders.
Board of Directors, Dalian Refrigeration Co., Ltd.
April 22, 2003
Attachment: Resumes of Relevant Personnel
I. Biography of Director Candidate Mr. Tadao Shimada
Tadao Shimada, male, born February 13, 1944, is a graduate of Osaka University. He currently serves as Executive Director and Head of the Business Strategy Division of the Commercial Enterprises Group at Sanyo Electric Co., Ltd., as well as Representative Director and President of Sanyo Electric Air Conditioning Co., Ltd.
II. Biography of Mr. Zhang Guile, Candidate for Independent Director
Zhang Guile, male, born in December 1940 in Dandong City, Liaoning Province, is currently a professor and doctoral supervisor at Northeastern University of Finance and Economics. He has successively held the positions of lecturer, associate professor, professor, head of department, member of the University Party Committee, member of the University Academic Committee, and head of the University’s Economics Discipline Group.
Major achievements: Pioneered the offering of the course “Study of Foreign Banking Systems” in China and was the first to conduct research on comparative banking systems and operations. In 1984 and 1989, China Financial Publishing House published his monographs “Foreign Banking Systems” and “Comparative Banking Systems,” thereby filling a significant gap in domestic scholarship. “Comparative Banking Systems” was recommended by the People’s Bank of China as a nationally adopted textbook for higher education programs in finance.
III. Biography of Ms. Xu Xiaorui, Candidate for Chief Financial Officer and Director
Xu Xiaorui, female, born on April 10, 1963, holds a bachelor’s degree in Industrial Accounting and Business Administration and a master’s degree in Business Administration. She currently serves as the Deputy Chief Accountant of the company and has previously held the positions of Deputy Director and Director of the Finance Department.
IV. Biography of Mr. Yang Bin, Candidate for Executive Deputy General Manager and Director
Yang Bin, male, born on September 24, 1956, holds a bachelor’s degree in Mechanical Engineering and an MBA. He currently serves as the Deputy General Manager of the company. Previously, he held the positions of Director of the Design Department, Head of the Business Planning Department, and Assistant to the General Manager.
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.
