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1. 2023 Annual Work Report of the Company’s Board of Directors
Document No. 1 for the 2023 Annual General Meeting
Board of Directors 2023 Annual Work Report
Dear Shareholders:
2023 Over the past year, the Company’s Board of Directors has conscientiously fulfilled its duties as prescribed by the Company Law and other relevant laws and regulations, as well as by the Company Charter, thereby fully exercising the Board’s due functions. Each director has performed his or her duties diligently and responsibly, ensuring the Company’s sound management and compliant operations. The following is a report on the relevant work:
I. 2023 Annual Board of Directors Work Report
1. Meetings of the Board of Directors and Resolutions Adopted During the Reporting Period
During the reporting period, the Company’s Board of Directors held six meetings.
( 1 ) Ninth Session of the 13th Board of Directors
The Company’s Ninth Board of Directors on 2023 year 4 month 25 The 13th meeting was held in a hybrid format, combining on-site and video conferencing. At this meeting, the following resolution was reviewed and adopted: The Company’s General Manager 2022 Annual Work Report; Board of Directors 2022 Annual Work Report; Company 2022 Annual Financial Settlement Report; Company 2022 Annual Profit Distribution Proposal Report; Company 2022 Annual report; company 2023 First-quarter report for the year; Company 2022 Annual Internal Control Evaluation Report ; Company 2022 Annual Social Responsibility Report ; Independent Directors of the Company 2022 Annual Performance Report ; Report on the Provision for Impairment of Assets; Regarding the Authorization Granted to the Chairman of the Board and the Management Team 2023 Report on Annual Application for Bank Credit Lines and Loan Limits ; About the Company 2023 Report on the Annual Estimated Amount of Routine Related-Party Transactions; Regarding the Appointment of the Company 2023 Report of the annual auditing firm; Report on the leasing of land and buildings; Report on the sale of shares in Guotai Junan Securities; Proposal on Entering into a Financial Leasing Sales Cooperation with Dalian Bingshan Group Huahuida Financial Leasing Co., Ltd.; Proposal on Providing a Guarantee to Jilin Fuyu Agricultural Technology Co., Ltd.; Report on Revising the Company’s Registration and Management System for Persons with Knowledge of Inside Information 。 The announcement of the resolutions passed at this board meeting is published in 2023 year April 26 The China Securities Journal and the Cninfo website.
( 2 ) The 14th Meeting of the 9th Board of Directors
The Company’s Ninth Board of Directors on 2023 year 5 month 4 Day by day Communication-based voting method The 14th meeting was convened. At this meeting, the report on the acquisition of equity in Panasonic Refrigeration (Dalian) Co., Ltd. was reviewed and approved. The announcement of the resolutions passed at this board meeting is published in 2023 year 5 month 5 The China Securities Journal and the Cninfo website.
( 3 ) The 15th Meeting of the 9th Board of Directors
The Company’s Ninth Board of Directors on 2023 6 month 27 The fifteenth meeting was held via written resolution. At this meeting, the proposal to apply for a merger and acquisition loan from a bank by pledging equity interests as collateral was reviewed and approved. The announcement of the resolutions passed at this board meeting is published in 2023 6 month 28 The China Securities Journal and the Cninfo website.
( 4 ) The 16th Meeting of the 9th Board of Directors
The Company’s Ninth Board of Directors on 2023 year August 2 5 The sixteenth meeting was convened by way of written voting. At this meeting, the following resolutions were reviewed and adopted: : Company 20 23 Annual and semi-annual reports and their summaries; Report on Capital Increase for Wholly Owned Subsidiary; Report on Provision for Impairment of Assets . The announcement of the resolutions passed at this board meeting is published in 2023 year August 26 The China Securities Journal and the Cninfo website.
( 5 ) 17th Meeting of the 9th Board of Directors
The Company’s Ninth Board of Directors on 2023 year 10 month 26 The [number]th meeting was convened by way of written voting. Ten The seventh meeting. At this meeting, the company’s… was reviewed and approved. Third Quarter Report for 2023; Report on the Capital Increase for Dalian Bingshan Jiade Automation Co., Ltd.; Report on the Capital Increase for Dalian Bingshan Air-Conditioning Equipment Co., Ltd.; Report on the Revision of the Company’s “Independent Director System.” The announcement regarding the resolutions passed at this Board of Directors meeting was published in 202 3 year 10 month 27 The China Securities Journal and the Cninfo website.
( 6 ) 18th Meeting of the 9th Board of Directors
The Company’s Ninth Board of Directors on 2023 year 11 month 23 The [number]th meeting was convened by way of written voting. Ten Eight meetings. This meeting reviewed and approved the following: Resolution : Report on the acquisition by the subsidiary, Bingshan Songyang Compressor (Dalian) Co., Ltd., of an unlicensed factory building owned by Dalian Bingshan Group Co., Ltd.; Report on the dismissal and appointment of the company’s general manager. The announcement of the resolutions passed at this board meeting is published in 2023 year 11 month 24 The China Securities Journal and the Cninfo website.
2. Implementation of Resolutions Adopted by the Shareholders’ Meeting by the Board of Directors
The company’s board of directors has effectively implemented 2022 Resolutions passed at the Annual General Meeting.
Company 2022 The annual dividend plan was approved by the company’s board of directors on 2023 year Implementation was completed in July.
3. Performance of the Board Audit Committee
The Audit Committee under the Company’s Board of Directors performs its duties in accordance with the Company’s Implementing Rules for the Board of Directors’ Audit Committee and the Audit Committee’s Annual Report Work Procedures, overseeing the Company’s internal audit system and its implementation, reviewing the Company’s financial information and disclosures, and evaluating the work of external auditing firms.
In the company’s internal control evaluation process, the Audit Committee has actively fulfilled its organizational, leadership, and oversight responsibilities. Based on the company’s criteria for identifying internal control deficiencies, the company 2023 The annual internal control evaluation report has been reviewed, and an internal control audit has been commissioned from ShinWing Certified Public Accountants. The audit concluded that the company’s current internal control system complies with relevant requirements and is being effectively implemented, and the company 2023 The annual internal control evaluation report accurately reflects the aforementioned facts.
At the company 2023 During the annual audit, the Audit Committee maintained active communication and effective coordination with the auditing firm, Shinewing Zhonghe Certified Public Accountants. Prior to and throughout the audit, the Committee repeatedly followed up on the audit plan and progress, urging the auditor to carry out the audit work in a timely manner while ensuring both quality and quantity. Upon completion of the audit, the Committee conducted a thorough review of the Company’s annual financial statements and annual report, concluding that the financial statements are comprehensive and accurate, and that all externally disclosed financial reports and other information are objective, truthful, and faithfully reflect the Company’s annual financial position.
The Audit Committee believes that Shinewing Zhonghe Certified Public Accountants, in providing services to the company, 2023 In the course of annual audit services, the firm has adhered to the professional standards of independence, objectivity, and impartiality, conducted audits in strict accordance with the new accounting standards, proactively communicated with the Audit Committee and independent directors, exercised due diligence and accountability, and thereby successfully fulfilled the company’s… 2023 Annual audit work.
4. Performance of the Board’s Compensation and Assessment Committee
The Compensation and Assessment Committee under the Company’s Board of Directors performs its duties in accordance with the Company’s “Detailed Rules for the Operation of the Board of Directors’ Compensation and Assessment Committee,” and has reviewed the annual compensation of the Company’s directors, supervisors, and senior management. The Committee concludes that the decision-making procedures and remuneration standards for the aforementioned personnel are in compliance with applicable laws and regulations as well as the Company’s internal policies. The Company 2023 The remuneration disclosed in the annual report is true and accurate.
II. 2024 Annual Board of Directors Work Plan
2024 This year, the Company’s Board of Directors will comply with the Company Law, the Securities Law, and the Company Charter, take into account the Company’s actual circumstances, center on the parent-subsidiary structure, focus on the cold and heat business segments, effectively fulfill the Board’s due functions, further enhance the Company’s scientific decision-making and standardized operations, and promote the Company’s rapid Development 。
The above report is submitted for your review.
2024 year 5 month 23 day