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Announcement of Resolutions Adopted at the 13th Meeting of the Supervisory Board for the Fourth Term
| All members of the Company’s Supervisory Board hereby certify that the contents of this announcement are true, accurate, and complete, and that there are no false records, misleading statements, or material omissions. |
On April 23, 2008, the 13th Meeting of the Fourth Session of the Supervisory Board of Dalian Refrigeration Co., Ltd. (“the Company”) was held in the Company’s Fifth-Floor Conference Room. All three members of the Supervisory Board attended the meeting, which was chaired by Mr. Yu Fuchun, Chairman of the Supervisory Board. The meeting reviewed and adopted the following resolutions:
I. Report on the Work of the Company’s Supervisory Board for the Year 2007;
Approved: 3 votes; Opposed: 0 votes; Abstentions: 0 votes.
II. The “Supervisory Board Report” in the Company’s 2007 Annual Report;
Approved: 3 votes; Opposed: 0 votes; Abstentions: 0 votes.
III. Audit Opinions on the 2007 Annual Report and the First Quarter Report for 2008;
Approved: 3 votes; Opposed: 0 votes; Abstentions: 0 votes.
IV. Opinions on the Company’s Self-Assessment of Internal Controls;
Approved: 3 votes; Opposed: 0 votes; Abstentions: 0 votes.
V. Report on the Postponement of the Company’s Supervisory Board Election
The term of the Company’s Fourth Supervisory Board has now expired. In view of the fact that the equity diversification reform plan for the Company’s largest shareholder, Dalian Bingshan Group Co., Ltd. (hereinafter referred to as “Bingshan Group”), is currently under review and approval, and considering that the composition of the Supervisory Board may change upon completion of Bingshan Group’s reform, it is hereby proposed that the election of the Fifth Supervisory Board be postponed.
The Company will convene a shareholders’ meeting as soon as possible following the completion of the restructuring of the Bing Shan Group to elect the new Supervisory Board.
Approved: 3 votes; Opposed: 0 votes; Abstentions: 0 votes.
The Supervisory Board hereby expresses the following independent opinion on the following matters:
1. Compliance with the law in the company’s operations. The company’s decision-making procedures are lawful, and a relatively comprehensive internal control system has been established. During the performance of their duties, the company’s directors and managers have not engaged in any conduct that violates laws, regulations, the company’s articles of association, or that harms the company’s interests.
2. Financial condition of the company: Dalian Hualian Certified Public Accountants LLP has issued an unqualified audit report. The financial statements faithfully reflect the company’s financial position and operating results.
3. During the reporting period, the Company did not raise any new capital, nor did it carry over the use of funds raised in prior years into the current reporting period.
4. During the reporting period, the company’s related-party transactions primarily consisted of purchasing goods from affiliated companies and making joint investments with related parties. Such transactions were conducted on a fair basis and did not prejudice the company’s interests.
5. The company’s provision for asset impairment for the year 2007 was made in accordance with lawful resolution procedures and supported by sufficient supporting evidence.
Supervisory Board of Dalian Refrigeration Co., Ltd.
April 25, 2008
April 25, 2008
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Dalian Bingshan Group Co., Ltd.
Address: No. 106, Liaohe East Road, Dalian Economic & Technological Development Zone
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