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 Extraordinary Shareholders’ General Meeting of 2020
（For details, see http://www.cninfo.com.cn）
With 9 votes for; 0 vote against; 0 vote as abstention.
The proposal 1、2、3 still need to be submitted to the 1st Extraordinary Shareholders’
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:
Before After
Pursuantto the "Company Law of the Pursuant to the "Company Law of the
People's Republic of China" (the People's Republic of China" (the "Company
"Company Law") and other relevant Law") and other relevant laws, rules and
laws, rules and regulations, the Articles regulations, the Articles of Association are
Article 1.1 Principles of of Associationare prepared with a view prepared with a view to establishingthe legal
the Articles of to establishingthe legalstatus of Dalian status of Bingshan Refrigeration & Heat
Association Refrigeration Company Limited (the Transfer Technologies Co.,Ltd.(the
"Company"), regulating the operations, "Company"), regulating the operations,
management,organizationand activities management, organizationand activities of the
ofthe Company,and protectingthe legal Company, and protecting the legalinterests of
interests of the Company, shareholders the Company,shareholdersandcreditors.
andcreditors.
The registered Chinese name of the
Article1.2 Name, The registered Chinesename of the Company is: 冰山冷热科技股份有限公司
Address and Legal Company is: 大连冷冻机股份有限公 (subject to the approval of the Market
Representative of the 司 The English name of the Company Supervisionand Regulation Organs)
Company is: Dalian Refrigeration Company The English name of the Company is：
Limited.. Bingshan Refrigeration & Heat Transfer
TechnologiesCo.,Ltd.
Thescope of businessof the Companyisas
follows:
The scope of business of the Company Research and development, design,
is as follows: Its main business is to manufacture, sale, lease, installation and
process and manufacture refrigeration maintenance of refrigeration and heating
equipment and auxiliary machines, equipment, auxiliary equipment, accessories
valves, component parts and the and energy-saving and environmental
accessory products required in protection products; Technical service,
refrigerationengineering packages. technical consultation and technical
Subsidiary businesses include the popularization; Design, construction,
design,manufacturing, installation, installation, repair and maintenance of
Article2.2 Scope of maintenance, calibration of refrigeration complete sets of refrigeration and air
Business and air-conditioning systems and conditioning works, mechanical and electrical
technical consultation, technical installation works, steel structure works,
services, trading and supply of anti-corrosion and heat preservation works;
materials. As required by the business Housing lease; General cargo transport;
development of the Company, the Property management; Low temperature
Company may carry out other relevant storage; Import and export of goods and
businesses with the approval of the technologies. (for projects subject to approval
companiesregistrationauthority. according to law, business activities can be
carried out only after the approval of relevant
departments)
(subject to the approval of the the Market
Supervisionand RegulationOrgans)
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