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Announcement of Resolutions Adopted at the Second Session of the Seventh Supervisory Board
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2016-025
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the Second Session of the Seventh Supervisory Board
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The Company and all members of the Supervisory Board hereby guarantee 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 March 18, 2016.
2. This meeting of the Supervisory Board was held on March 29, 2016, 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 2015.
Approved: 3 votes; Opposed: 0 votes; Abstentions: 0 votes.
2. Audit Opinion on the 2015 Annual Report.
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 2015 Annual Report comply with applicable laws, administrative regulations, and the provisions of the China Securities Regulatory Commission, and that the contents of the Report faithfully, accurately, and comprehensively reflect the Company’s actual situation, without any false records, misleading statements, or material omissions.
Approved: 3 votes; Opposed: 0 votes; Abstentions: 0 votes.
3. Opinions on the Company’s 2015 Internal Control Evaluation Report.
Approved: 3 votes; Opposed: 0 votes; Abstentions: 0 votes.
4. Opinions on the Company’s 2015 Corporate Social Responsibility Report.
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: Deloitte Touche Tohmatsu Certified Public Accountants issued an unqualified audit report, which accurately reflects the company’s financial position and operating results.
3. During the reporting period, the company’s related-party transactions primarily involved the procurement of complete-project supporting products from affiliated companies, the sale of supporting components, and joint investments. Such related-party transactions were conducted on a fair basis and did not prejudice the company’s interests.
4. The Company’s provision for asset impairment and write-offs for the year 2015 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 privy to inside information in accordance with applicable regulations. During the reporting period, no directors, supervisors, or senior management personnel engaged in any 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.
March 30, 2016