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公司公告

大 冷B:八届七次董事会议决议公告(英文版)2019-12-21  

						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 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 1 st 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.
                                                        21 December 2019
         The attachment:
                                            Before                                           After
                              Pursuant to 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
                            of Association are prepared with a view
Article 1.1 Principles of                                                prepared with a view to establishing the legal
                            to establishing the legal status of Dalian
the      Articles      of                                                status of Bingshan Refrigeration & Heat
                            Refrigeration Company Limited (the
Association                                                          Transfer     Technologies       Co.,Ltd.(the
                            "Company"), regulating the operations,
                                                                     "Company"), regulating the operations,
                            management, organization and activities
                                                                     management, organization and activities of the
                            of the Company, and protecting the legal
                                                                     Company, and protecting the legal interests of
                            interests of the Company, shareholders
                                                                     the Company, shareholders and creditors.
                            and creditors.
                                                                            The registered Chinese name of the
                                 The registered Chinese name of the      Company is : 冰山冷热科技股份有限公司
Article1.2        Name,
                            Company is: 大连冷冻机股份有限公 (subject to the approval of the Market
Address and        Legal
                            司 The English name of the Company Supervision and Regulation Organs)
Representative of the
                            is: Dalian Refrigeration Company            The English name of the Company is:
Company
                            Limited. .                              Bingshan Refrigeration & Heat Transfer
                                                                         Technologies Co.,Ltd.
                                                                            The scope of business of the Company is as
                                                                         follows:
                                                                         Research      and     development,       design,
                            The scope of business of the Company
                                                                         manufacture, sale, lease, installation and
                            is as follows: Its main business is to
                                                                         maintenance of refrigeration and heating
                            process and manufacture refrigeration
                                                                         equipment, auxiliary equipment, accessories
                            equipment and auxiliary machines,
                                                                         and     energy-saving     and    environmental
                            valves, component parts and the
                                                                         protection products; Technical service,
                            accessory      products     required      in
                                                                         technical     consultation    and      technical
                            refrigeration engineering packages.
                                                                         popularization;      Design,      construction,
                            Subsidiary businesses include the
                                                                         installation, repair and maintenance of
                            design,manufacturing,          installation,
Article2.2    Scope   of                                                 complete sets of refrigeration and air
                            maintenance, calibration of refrigeration
Bus iness                                                                conditioning works, mechanical and electrical
                            and air-conditioning systems and
                                                                         installation works, steel structure works,
                            technical      consultation,      technical
                                                                         anti-corrosion and heat preservation works;
                            services, trading and supply of
                                                                         Housing lease; General cargo transport;
                            materials. As required by the business
                                                                         Property management; Low temperature
                            development of the Company, the
                                                                         storage; Import and export of goods and
                            Company may carry out other relevant
                                                                         technologies. (for projects subject to approval
                            businesses with the approval of the
                                                                         according to law, business activities can be
                            companies registration authority.
                                                                         carried out only after the approval of relevant
                                                                         departments)
                                                                         (subject to the approval of the the Market
                                                                         Supervision and Regulation Organs)