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Document No. 8: Annual Report on the Performance of Duties by the Company’s Independent Directors for 2007
| Annual Report on the Performance of Independent Directors for 2007 | ||||||||||||||||||||
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Document No. 8 of the 2007 Annual General Meeting Annual Report on the Performance of Independent Directors for 2007 Dear Shareholders: In 2007, 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 in a timely manner 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 the aim of safeguarding the legitimate rights and interests of all shareholders, particularly public shareholders, we placed great emphasis on conducting routine visits to the Company and undertaking investigative research, closely monitored the Company’s strategic direction, rigorously reviewed proposals on major matters, and exercised our voting rights and expressed independent opinions with due diligence. I. Attendance at the 2007 Board of Directors Meetings
II. Status of Independent Opinions Issued in 2007 1. On April 13, 2007, prior approval was granted for the Company’s proposed routine related-party transactions with affiliated entities, the appointment of the Company’s 2007 audit firm, and the equity participation in Dalian Sanyo High-Efficiency Refrigeration Systems Co., Ltd., among other material matters, and it was agreed to submit these items for consideration at the Tenth Meeting of the Fourth Session of the Board of Directors. 2. On April 24, 2007, the following independent opinion was issued regarding the significant matters deliberated at the tenth meeting of the fourth 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 2006 and the Estimated Routine Related-Party Transactions for the Year 2007 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 business operations and development needs, involve reasonable transaction prices, and do not prejudice the interests of the Company or its non-affiliated shareholders. (3) Report on Equity Participation in Dalian Sanyo High-Efficiency Refrigeration Systems Co., Ltd. This related-party transaction is fair and does not prejudice the interests of the Company or its minority shareholders, and it will help enhance the Company’s self-sufficiency in supply chain integration and improve the efficiency of capital utilization. The voting procedures for this related-party transaction were lawful, and the affiliated directors duly recused themselves. 3. On August 8, 2007, prior approval was granted for the Company’s proposed additional investment in Dalian Sanyo Cold Chain Co., Ltd. and Dalian Sanyo Air-Conditioning Equipment Co., Ltd., with the understanding that the matter would be submitted to the 12th Meeting of the 4th Board of Directors for deliberation. 4. On August 17, 2007, the following independent opinion was issued regarding the significant matters deliberated at the 12th meeting of the Company’s 4th Board of Directors and 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) Report on Additional Investment in Dalian Sanyo Cold Chain Co., Ltd. (3) Report on Additional Investment in Dalian Sanyo Air-Conditioner Co., Ltd. The aforementioned related-party transaction is fair and does not prejudice the interests of the Company or its minority shareholders, and it is conducive to enhancing the Company’s investment returns and improving the efficiency of capital utilization. The voting procedures for this related-party transaction were lawful, and the related directors duly recused themselves. The above report is submitted for your review.
Independent Directors: Lü Zhongli, Wang Dong, Zhang Guile May 20, 2008 |