News Center
Enterprises are public instruments of society.
News Center
7. Annual Report on the Performance of Duties by the Company’s Independent Directors for 2010
Document No. 7 of the 2010 Annual General Meeting
Annual Report on the Performance of Independent Directors for 2010
Dear Shareholders:
In 2010, 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 on schedule 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, the Several Provisions on Strengthening the Protection of the Rights and Interests of Public Shareholders, and other relevant requirements. With a focus on safeguarding the legitimate rights and interests of all shareholders, particularly public shareholders, we conducted regular on-site visits and carried out thorough investigations and research into the Company’s operations, closely monitored its development trends, rigorously reviewed proposals on major matters, and exercised our voting rights and expressed our independent opinions with due diligence and prudence.
I. Attendance at the 2010 Board of Directors Meetings
|
Name
|
Should participate this year
Number of board meetings
|
Attend in person
(occasion)
|
Attendance by Proxy
(occasion)
|
Absence
(occasion)
|
|
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 2010
1. On April 2, 2010, the following independent opinion was expressed on the matters deliberated at the sixth meeting of the fifth session of the Company’s Board of Directors:
(1) Approve the Company’s proposal to participate in the public auction for the transfer of state-owned land-use rights for construction purposes, organized by the Development Zone Sub-Bureau of the Dalian Municipal Bureau of Land Resources and Housing Development.
(2) The aforementioned proposal comprehensively takes into account the Company’s needs during the 12th Five-Year Plan period, including the development of large screw compressors, large seawater heat pump units, a product performance testing laboratory, and the relocation and upgrading of the Foundry Division, thereby aligning with the interests of the listed company and all its shareholders.
(3) The matters covered by the aforementioned proposal comply with applicable national laws and regulations as well as the Company’s Articles of Association.
2. On April 9, 2010, prior approval was granted for the Company’s proposed routine related-party transactions with affiliated entities and for the appointment of the Company’s 2010 audit firm, among other material matters, and it was agreed to submit these items for consideration at the Seventh Meeting of the Fifth Board of Directors.
3. On April 21, 2010, the following independent opinion was expressed with respect to the significant matters deliberated at the seventh meeting of the fifth session of the Company’s Board of Directors, as well as other significant matters of 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 2009 and the Estimated Routine Related-Party Transactions for the Year 2010
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 operations and development, involve reasonable transaction prices, and do not prejudice the interests of the Company or its non-affiliated shareholders.
(3) Opinion on the 2009 Compensation of the Company’s Management Personnel
The determination of the 2009 executive compensation was made after a comprehensive assessment of the Company’s performance in achieving its 2009 business plan, as well as its financial condition, operating results, and cash flows. We unanimously approve the Board of Directors’ report on the 2009 executive compensation.
(4) Opinions on the Company’s Internal Control Self-Assessment 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 Guidelines for Internal Control of Listed Companies.
In summary, we concur with the Company’s self-assessment report on internal controls.
4. On August 24, 2010, an in-depth review was conducted on the Company’s external guarantees for the first half of 2010 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.
Please review the above report.
Independent Directors: Wang Huiquan, Xing Tiancai, Liu Caiping
May 12, 2011
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.
