Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.

Iceberg Hot and Cold

Harmonious Iceberg, Soaring Dreams


1. Annual Work Report of the Company’s Board of Directors for 2018

2018 One of the Annual General Meeting documents

 

Board of Directors 2018 Annual Work Report

 

Dear Shareholders:

2018 Over the past year, the Company’s Board of Directors has conscientiously fulfilled the duties 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 demonstrated diligence and accountability, rigorously performing their duties to ensure sound decision-making and compliant operations. The following is a report on the relevant work:

I. 2018 Annual Board of Directors Work Report

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 ) 19th Meeting of the 7th Board of Directors

The company’s seventh board of directors on 2018 year 3 month 15 The nineteenth meeting was convened by way of written voting. At this meeting, the following resolutions were reviewed and adopted: Report on the Company’s Routine Related-Party Transactions. The announcement of the resolutions passed at this board meeting is published in 2018 year 3 month 16 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.

( 2 ) 20th Meeting of the 7th Board of Directors

    The company’s seventh board of directors on 2018 year 4 month 20 The 20th meeting was held in the company’s third-floor conference room. The following resolutions were reviewed and adopted at this meeting: the Company General Manager 2017 Annual Work Report; Board of Directors 2017 Annual Work Report; Company 2017 Annual Financial Settlement Report; Company 2017 Annual Profit Distribution Proposal Report; Company 2017 Annual report; company 2018 First-quarter report for the year; Company 2017 Special Report on the Deposit and Use of Funds Raised During the Year; Company 2017 Annual Internal Control Evaluation Report ; Company 2017 Annual Social Responsibility Report ; Independent Directors of the Company 2017 Annual Performance Report ; Regarding the provision for the company 2017 Report on the annual provision for asset impairment; Report on the write-off of bad debts; Report on the authorization granted to the Chairman of the Board and the management team 2018 Report on Annual Application for Bank Credit Lines and Loan Limits ; About the Company 2018 Report on the Annual Estimated Amount of Routine Related-Party Transactions; Regarding the Appointment of the Company 2018 Report of the annual auditing firm; Report on the amendment of the company’s articles of association; Report on changes in accounting policies; Report on director candidates; Regarding Election of the Vice Chairman of the Company the report; Report on the Election of Members of the Remuneration and Performance Evaluation Committee of the Company’s Board of Directors; Regarding the “Dalian Refrigeration Co., Ltd. Three-Year Plan for the Next Three Years ( 2018–2020 Report on the “Shareholder Return Plan for the Year”; Regarding the convening of 2017 Report on the Basic Matters of the Annual General Meeting. The announcement of the resolutions passed at this board meeting is published in 2018 year 4 month 21 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.

   ( 3 ) 21st Meeting of the 7th Board of Directors

The company’s seventh board of directors on 2018 year 5 month 4 The 21st meeting was convened and held by way of written voting. At this meeting, the following resolutions were reviewed and adopted: About 2015 Proposal on the Vesting of the Third Vesting Period under the Annual Restricted Stock Incentive Plan; Regarding Adjustment 2015 Proposal on the Repurchase Price under the Annual Restricted Stock Incentive Plan; Regarding the Repurchase and Cancellation 2015 Proposal on Certain Restricted Shares under the Annual Restricted Stock Incentive Plan. Regarding this Board Meeting The resolution announcement is published in 2018 year 5 month 5 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.

( 4 ) 22nd Meeting of the 7th Board of Directors

    The company’s seventh board of directors on 2018 year 8 month 24 The 22nd meeting was convened by way of written resolution. At this meeting, the following resolutions were reviewed and adopted: : Company 2018 Annual and semi-annual reports and their summaries; report on the write-off of bad debts; the company 2018 Special Report on the Deposit and Use of Funds Raised in the First Half of the Year; Report on the Capital Increase for Dalian Bingshan Group Management Consulting Co., Ltd. . The announcement of the resolutions passed at this board meeting is published in 2018 year 8 month 25 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.

( 5 ) 23rd Meeting of the 7th Board of Directors

The company’s seventh board of directors on 2018 year 10 month 26 The 23rd meeting was convened and held by way of written voting. At this meeting, the following resolutions were reviewed and adopted: : 2018 Third-quarter report for the year; Report on Capital Increase for Wholly Owned Subsidiary . The announcement of the resolutions passed at this board meeting is published in 2018 year 10 month 27 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.

( 6 ) 24th Meeting of the 7th Board of Directors

The company’s seventh board of directors on 2018 year 11 month 23 The 24th meeting was convened and held by way of written resolution. At this meeting, the following resolutions were reviewed and adopted: Report on the Disposition of Shares Held in Liaoning Mike Group Co., Ltd.; Report on the Sale of a Portion of Guotai Junan Securities Shares. The announcement of the resolutions passed at this board meeting is published in 2018 year 11 month 24 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.

( 7 ) 25th Meeting of the 7th Board of Directors

The company’s seventh board of directors on 2018 year 12 month 10 The 25th meeting was convened by way of written voting. At this meeting, the following resolutions were reviewed and adopted: : About the Company 2016 Proposal on the Completion of Non-public Offering Fund-Raising Investment Projects for the Year and the Permanent Supplement of Remaining Raised Funds to Working Capital; Regarding the Adjustment 2016 Proposal on the Repurchase Price under the Annual Restricted Stock Incentive Plan; Regarding the Termination of Implementation 2016 Proposal on the Annual Restricted Stock Incentive Plan and the Repurchase and Cancellation of Related Restricted Shares; Proposal on External Guarantees Provided by a Subsidiary. The announcement of the resolutions passed at this Board Meeting has been published in 2018 year 12 month 11 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.

( 8 ) 26th Meeting of the 7th Board of Directors

The company’s seventh board of directors on 2018 year 12 month 27 The 26th meeting was convened and held by way of written voting. At this meeting, the following resolutions were reviewed and adopted: : Report on the Candidates for Directors of the Eighth Board of Directors of the Company; Regarding the Convening 2019 Matters Relating to the First Extraordinary General Meeting of the Year . The announcement of the resolutions passed at this board meeting is published in 2018 year 12 month 28 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.

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

The company’s board of directors has effectively implemented 2017 Resolutions passed at the Annual General Meeting.

Company 2017 The annual dividend plan was approved by the company’s board of directors on 2018 year 7 The monthly implementation has been completed.

3 , Performance of the Board of Directors’ Audit Committee

The Audit Committee under the Company’s Board of Directors performs its duties in accordance with the Company’s “Detailed Rules for the Implementation of the Board of Directors’ Audit Committee” and the “Annual Report Working Procedures of the Audit Committee,” 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. In accordance with the company’s criteria for identifying internal control deficiencies, the Committee reviewed and validated the consolidated table of internal control deficiency identifications prepared by the company’s internal control evaluation team, and the Company 2018 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, is aligned with the company’s actual operations, and has been effectively implemented. The company 2018 The annual internal control evaluation report accurately reflects the aforementioned facts.

At the company 2018 During the annual audit, the Audit Committee maintained active communication and effective coordination with the auditing firm, Shinewing Zhonghe Certified Public Accountants. Prior to the auditors’ on-site engagement, the Committee discussed and reached consensus with the engagement partner on the audit plan, timeline, and key considerations during the audit period. Throughout the audit process, the Committee closely monitored progress and repeatedly urged the auditing firm to ensure both the quality and quantity of the audit work. 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 performance.

The Audit Committee believes that Shinewing Zhonghe Certified Public Accountants, in providing services to the company, 2018 In the course of the annual audit services, we adhered to the professional standards of independence, objectivity, and impartiality, conducted the audit in strict accordance with the new accounting standards, developed a rigorous and well-structured audit plan, ensured adequate staffing, proactively communicated with the Audit Committee and the independent directors, exercised due diligence and accountability, and thereby successfully completed the company’s… 2018 Annual audit work. Propose that the Company re-engage ShinWing Certified Public Accountants as the Company’s 2019 Annual auditing firm.

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 2018 The remuneration disclosed in the annual report is true and accurate.

 

II. 2019 Board of Directors Work Plan

2019 This year, the company’s Board of Directors will further strengthen the alignment of strategic resources, enhance market development and internal management, and focus on the transformation and upgrading of existing businesses as well as the incubation and cultivation of new ventures, with particular emphasis on emerging growth areas such as the new energy sector, the automated vending machine business, and productivity-related service industries. , As well as new ventures such as Iceberg Wisdom Valley, financial leasing, industrial big data applications, and smart energy management, we will steadily and thoroughly pursue market development. · Pragmatic · Collaboration · Carry out all tasks to ensure 2019 The achievement of annual revenue and profit targets further solidifies the foundation for sustainable, healthy growth going forward.

Please review the above report.

 

May 17, 2019

 

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