Stock Code: 000530, 200530 Notice No: 2019-039 Short Form of the Stock: Daleng Gufen; Daleng B
Dalian Refrigeration Co., Ltd.
Resolution of
7th
Meeting of
8th
Session of the Board
Dalian Refrigeration Co., Ltd. (the “Company”) and its whole members of Board of Directors ensure that the public notice is real, accurate and complete, and there are no any important omissions, fictitious statements or serious misleading carried in this notice.
I. Calling of the Board Meeting
1. The Notice on holding of the Board Meeting was served by written form on 10 December 2019.
2. The Board Meeting held by communication vote dated 20 December 2019.
3. Nine Directors should present for voting and all of them are present actually.
4. The Meeting was regarded as abiding the relevant laws, administrative regulation, department rules, normative documents as well as the article of association.
II. Deliberation of the Board Meeting
1. Report on changing the name of the Company
Agree to change the name of the Company from Dalian Refrigeration Co., Ltd. to
Bingshan Refrigeration& Heat Transfer Technologies Co.,Ltd. (the name of the
Company shall be subject to the approval of the Market Supervision and Regulation
Organs).
Details of the proposal could be found in the notice of change of Company name and
scope of business published in China Securities and http://www.cninfo.com.cn/ on 21
December, 2019.
9 votes for; 0 vote against; 0 vote as abstention.
2. Report on changing the business scope of the Company
Agree to change the business scope of the Company (subject to the approval of the Market Supervision and Regulation Organs) ,in order to adapt to the current business layout and strategic transformation direction.
Details of the proposal could be found in the notice of change of Company name and
scope of business published in China Securities and http://www.cninfo.com.cn/ on 21
December, 2019.
9 votes for; 0 vote against; 0 vote as abstention.
3. Report on amending the Company's articles of association
Agree to amend the articles of association based on the change of Company's name and business scope. Please refer to the attachment for details.
9 votes for; 0 vote against; 0 vote as abstention.
4. Report on holding the
1st
ExtraordinaryShareholders’ General Meeting of 2020（For details, seehttp://www.cninfo.com.cn）
With 9 votes for; 0 vote against; 0 vote as abstention.
The proposal1、2、3 still need to be submitted to the
1st
ExtraordinaryShareholders’ General Meeting of 2020 for deliberation and approval.
III. Documents available for reference
1. Proposal of the Meeting with signature of attended directors and seal of the Board.
2. Opinions from independent directors.
Board of Directors of Dalian Refrigeration Co., Ltd.
The attachment:
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|Article 1.1 Principles ofthe Articles ofAssociation|Pursuant to the "Company Law of thePeople's Republic of China" (the"Company Law") and other relevantlaws, rules and regulations, the Articlesof Association are prepared with a viewto establishing the legal status of DalianRefrigeration Company Limited (the"Company"), regulating the operations,management, organization and activitiesof the Company, and protecting the legalinterests of the Company, shareholdersand creditors.|Pursuant to the "Company Law of thePeople's Republic of China" (the "CompanyLaw") and other relevant laws, rules andregulations, the Articles of Association areprepared with a view to establishing the legalstatus of Bingshan Refrigeration & HeatTransfer Technologies Co.,Ltd.(the"Company"), regulating the operations,management, organization and activities of theCompany, and protecting the legal interests ofthe Company, shareholders and creditors.|
|Article1.2 Name,Address and LegalRepresentative of theCompany|The registered Chinese name of theCompany is: 大连冷冻机股份有限公司 The English name of the Companyis: Dalian Refrigeration CompanyLimited. .|The registered Chinese name of theCompany is: 冰山冷热科技股份有限公司(subject to the approval of the MarketSupervision and Regulation Organs)The English name of the Company is：Bingshan Refrigeration & Heat TransferTechnologies Co.,Ltd.|
|Article2.2 Scope ofBusiness|The scope of business of the Companyis as follows: Its main business is toprocess and manufacture refrigerationequipment and auxiliary machines,valves, component parts and theaccessory products required inrefrigeration engineering packages.Subsidiary businesses include thedesign,manufacturing, installation,maintenance, calibration of refrigerationand air-conditioning systems andtechnical consultation, technicalservices, trading and supply ofmaterials. As required by the businessdevelopment of the Company, theCompany may carry out other relevantbusinesses with the approval of thecompanies registration authority.|The scope of business of the Company is asfollows:Research and development, design,manufacture, sale, lease, installation andmaintenance of refrigeration and heatingequipment, auxiliary equipment, accessoriesand energy-saving and environmentalprotection products; Technical service,technical consultation and technicalpopularization; Design, construction,installation, repair and maintenance ofcomplete sets of refrigeration and airconditioning works, mechanical and electricalinstallation works, steel structure works,anti-corrosion and heat preservation works;Housing lease; General cargo transport;Property management; Low temperaturestorage; Import and export of goods andtechnologies. (for projects subject to approvalaccording to law, business activities can becarried out only after the approval of relevantdepartments)(subject to the approval of the the MarketSupervision and Regulation Organs)|