2021 One of the Annual General Meeting documents

2021 Annual Work Report of the Company’s Board of Directors

Dear Shareholders:

    2021 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. Board of Directors’ Work in 2021

1 , Meeting Proceedings and Resolutions of the Board of Directors During the Reporting Period

During the reporting period, the Company’s Board of Directors held eight meetings.

(1) The 15th Meeting of the 8th Board of Directors

The Company’s Eighth Board of Directors, on March 19, 2021, adopted a resolution by written ballot. The fifteenth meeting was convened. At this meeting, the following were reviewed and approved: Report on the Acquisition of Equity in Dalian Bingshan Group Huahuida Financial Leasing Co., Ltd. The announcement of the resolutions passed at this Board of Directors meeting was published on March 20, 2021, in the China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.

(2) The 16th Meeting of the 8th Board of Directors

       The Company’s Eighth Board of Directors on April 22, 2021 By on-site voting The sixteenth meeting was convened. At this meeting, the following resolutions were reviewed and adopted: the 2020 Work Report of the Company’s General Manager; the 2020 Work Report of the Company’s Board of Directors; the Company’s 2020 Financial Final Accounts Report; the Company’s Proposed 2020 Profit Distribution Plan; the Company’s 2020 Annual Report; and the Company’s First Quarter Report for 2021. 2020 Annual Internal Control Evaluation Report of the Company ； 2020 Corporate Social Responsibility Report ； Annual Report on the Performance of Duties by the Company’s Independent Directors for 2020 ； Report on the Provision for Impairment of Assets; Report on Authorizing the Chairman of the Board and the Management Team to Apply for Bank Credit Lines and Loan Facilities for the Year 2021 ； Report on the Company’s Estimated Routine Related-Party Transactions for the Year 2021; Report on the Appointment of the Company’s Auditor for the Year 2021; Report on the Sale of Shares in Guotai Junan Securities; Report on Candidates for Directors of the Eighth Board of Directors of the Company; Report on the “Shareholder Return Plan of Bingshan Cold & Heat Technology Co., Ltd. for the Next Three Years (2021–2023)”; Report on the Basic Matters Regarding the Convening of the 2020 Annual General Meeting of Shareholders. The announcement of the resolutions passed at this Board Meeting was published in the China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website on April 24, 2021.

(3) The 17th Meeting of the 8th Board of Directors

    The Company’s Eighth Board of Directors, on May 14, 2021, adopted The 17th meeting was held via written resolution. At this meeting, the report on the appointment of the Company’s Chief Financial Officer was reviewed and approved. The announcement of the resolutions passed at this Board meeting was published in the China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website on May 15, 2021.

(4) The 18th Meeting of the 8th Board of Directors

On August 24, 2021, the Eighth Board of Directors of the Company convened its eighteenth meeting by way of written resolution. At this meeting, the following resolutions were reviewed and adopted: the Company’s 2021 Semi-Annual Report and its Summary; a report on the provision for asset impairment; a report on changes in accounting policies; a report on the revision of the “Management System for Information Disclosure”; and a report on the formulation of the “Code of Conduct for External Information Disclosure by Directors, Supervisors, and Senior Management.” The announcement regarding the resolutions passed at this board meeting was published in the China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website on August 25, 2021.

(5) The 19th Meeting of the 8th Board of Directors

On September 29, 2021, the Eighth Board of Directors of the Company held its nineteenth meeting by way of written resolution. At this meeting, the Board reviewed and approved the proposal for entering into a financial leasing sales cooperation with Dalian Bingshan Group Huahuida Financial Leasing Co., Ltd., as well as the proposal to provide a guarantee to Guizhou Pubu Cold Chain Food Investment Co., Ltd. The announcement of the resolutions passed at this board meeting was published in the China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website on September 30, 2021.

(6) 20th Meeting of the 8th Board of Directors

On October 27, 2021, the Eighth Board of Directors of the Company convened its 20th meeting by way of written resolution. At this meeting, the following resolutions were reviewed and adopted: the Company’s Report for the Third Quarter of 2021; and the Report on the Acquisition of Equity in Dalian Bingshan Air-Conditioning Equipment Co., Ltd. The announcement regarding the resolutions passed at this board meeting was published on October 28, 2021, in the China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.

(7) 21st Meeting of the 8th Board of Directors

       On November 26, 2021, the Eighth Board of Directors of the Company held its 21st meeting by way of written resolution. At this meeting, the following resolutions were reviewed and adopted: a report on the transfer of equity in Panasonic Refrigeration (Dalian) Co., Ltd.; and a report on matters relating to the convening of the First Extraordinary General Meeting of Shareholders for 2021. The announcement of the resolutions passed at this Board meeting was published on November 27, 2021, in the China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.

(8) 22nd Meeting of the 8th Board of Directors

On December 23, 2021, the Eighth Board of Directors of the Company convened its 22nd meeting by way of written resolution. At this meeting, the following resolutions were reviewed and adopted: a report on candidates for the ninth term of the Board of Directors; and a report on matters relating to the convening of the First Extraordinary General Meeting of Shareholders for 2022. The announcement of the resolutions passed at this Board meeting was published in the China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website on December 24, 2021.

2 , The Board of Directors’ Implementation of Resolutions Passed by the Shareholders’ Meeting

The Company’s Board of Directors has effectively implemented all resolutions adopted at the 2020 Annual General Meeting and the First Extraordinary General Meeting of 2021.

The Company’s 2020 dividend distribution plan was fully implemented by the Board of Directors in July 2021.

3 , Performance of the Board of Directors’ Audit Committee

The Audit Committee of the Company’s Board of Directors performs its duties in accordance with the Company’s Implementing Rules for the Board Audit Committee and the Audit Committee 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 Committee reviewed the 2021 Internal Control Evaluation Report and engaged Shinewing Zhonghe Certified Public Accountants to conduct an internal control audit. The audit concluded that the current state of the company’s internal control system complies with applicable requirements and has been effectively implemented; accordingly, the 2021 Internal Control Evaluation Report accurately reflects these findings.

During the Company’s 2021 audit engagement, 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 with the auditor on the audit plan and progress, ensuring that the audit was carried out in a timely manner and to the required 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 related information are objective, truthful, and faithfully reflect the Company’s annual financial position.

The Audit Committee is of the view that, in providing audit services for the Company for the year 2021, Shinewing Zhonghe Certified Public Accountants has adhered to the professional standards of independence, objectivity, and impartiality; conducted the audit in strict accordance with the new accounting standards; proactively communicated with the Audit Committee and the independent directors; exercised due diligence and responsibility; and thereby successfully completed the Company’s 2021 audit engagement. The Committee therefore proposes that the Company re-appoint Shinewing Zhonghe Certified Public Accountants as its auditor for the year 2022.

4 , Performance of the Board’s Compensation and Assessment Committee

The Compensation and Assessment Committee under the Company’s Board of Directors has performed its duties in accordance with the Company’s Implementing Rules for the Board of Directors’ Compensation and Assessment Committee, reviewing 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, and that the compensation information disclosed in the Company’s 2021 Annual Report is true and accurate.

II. 2022 Board of Directors Work Plan

   2022 year The Company’s Board of Directors will comply with the latest series of regulations issued by the China Securities Regulatory Commission and the Shenzhen Stock Exchange, align such compliance with the Company’s actual circumstances, focus on both the cold and hot industries, prioritize improvements in the core business, faithfully discharge the duties conferred by the Company Law and other applicable laws and regulations as well as the Company Charter, effectively fulfill the Board’s intended role, further enhance the Company’s scientific decision-making and standardized operations, and strive to promote the Company’s sustainable, high-quality development.

The above report is submitted for your review.

May 18, 2022