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Announcement of Resolutions Adopted at the Fifth Session of the Sixth Supervisory Board
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2014-011
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the Fifth Session of the Sixth Supervisory Board
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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.
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I. Status of the Supervisory Board Meetings
1. Notice of this Supervisory Board meeting was issued in writing on April 11, 2014.
2. This meeting of the Supervisory Board was held on April 22, 2014, in the Company’s Fifth-Floor Conference Room, by way of on-site voting.
3. The required number of supervisors to attend the meeting is three, and the actual number of supervisors who attended is three.
4. This meeting of the Supervisory Board was chaired by Mr. Yu Fuchun, Chairman of the Supervisory Board.
5. The convening of this meeting of the Supervisory Board complies with the provisions of applicable laws, administrative regulations, departmental rules, normative documents, and the Company’s Articles of Association.
II. Review of the Supervisory Board Meeting
1. Report on the Work of the Supervisory Board for the Year 2013.
Approvals: 3; Opposites: 0; Abstentions: 0.
2. Audit opinions on the 2013 Annual Report and the First Quarter Report for 2014.
Upon review, the Supervisory Board is of the opinion that the procedures adopted by the Board of Directors in preparing and deliberating the Company’s 2013 Annual Report and the First Quarter Report for 2014 are in compliance with applicable laws, administrative regulations, and the provisions of the China Securities Regulatory Commission; that the contents of these reports faithfully, accurately, and comprehensively reflect the Company’s actual circumstances; and that there are no false records, misleading statements, or material omissions.
Approvals: 3; Opposites: 0; Abstentions: 0.
3. Opinions on the Company’s 2013 Internal Control Evaluation Report.
Approvals: 3; Opposites: 0; Abstentions: 0.
4. Opinions on the Company’s 2013 Corporate Social Responsibility Report.
Approvals: 3; Opposites: 0; Abstentions: 0.
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, or the company’s articles of association, nor have they acted to the detriment of the company’s interests.
2. Financial condition of the company: Deloitte Touche Tohmatsu Certified Public Accountants 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’s related-party transactions primarily involved the purchase of goods from and additional investments in affiliated companies. Such transactions were conducted on arm’s-length terms and did not prejudice the company’s interests.
4. The Company’s provision for and write-off of asset impairment for the year 2013 were duly approved in accordance with lawful resolution procedures and supported by sufficient supporting evidence.
5. The Company has established and implemented a comprehensive system for the registration and management of persons with access to inside information in accordance with applicable regulations. During the reporting period, no directors, supervisors, or senior management personnel engaged in unauthorized trading of the Company’s shares.
III. Supporting Documents for Review
1. Resolution of the Supervisory Board signed by the attending supervisors
Supervisory Board of Dalian Refrigeration Co., Ltd.
April 24, 2014
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