Iceberg Hot and Cold
Harmonious Iceberg, Soaring Dreams
Iceberg Hot and Cold
News Center
NEWS CENTER
1. Annual Work Report of the Company’s Board of Directors for 2017
2017 One of the Annual General Meeting documents
Board of Directors 2017 Annual Work Report
Dear Shareholders:
2017 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 and promoting the Company’s sound growth. Each director has diligently discharged his or her responsibilities and undertaken extensive efforts to ensure the Company’s scientific decision-making and standardized operations. The following is a report on the relevant work:
I. 2017 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 seven meetings.
( 1 ) The 12th Meeting of the 7th Board of Directors
The company’s seventh board of directors on 2017 year 2 month 15 The twelfth meeting was convened and held by way of written resolution. At this meeting, the following resolutions were reviewed and adopted: the Report on the Acquisition of Equity in Dalian Bingshan International Trading Co., Ltd.; the Report on the Acquisition of Equity in Dalian Bingshan Metal Technology Co., Ltd.; the Report on Participation in Securities Lending Transactions under the Margin Financing and Securities Lending Program; the Report on Candidates for Directors of the Company; and the Report on the Company… 2016 Report on the annual actual amount of routine related-party transactions exceeding the projected amount; regarding the convening of 2017 Proposals concerning matters related to the First Extraordinary General Meeting of Shareholders for the year. The announcement of the resolutions passed at this Board of Directors meeting has been published in 2017 year 2 month 16 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.
( 2 ) 13th Meeting of the 7th Board of Directors
The company’s seventh board of directors on 2017 year 4 month 21 The 13th meeting was held in the company’s third-floor conference room. The following resolutions were reviewed and adopted at this meeting: the company’s general manager 2016 Annual Work Report; Board of Directors 2016 Annual Work Report; Company 2016 Annual financial settlement and 2017 Annual Financial Budget Report; Company 2016 Annual Profit Distribution Proposal Report; Company 2016 Annual report; company 2017 First-quarter report for the year; Company 2016 Special Report on the Deposit and Use of Funds Raised During the Year; Company 2016 Annual Internal Control Evaluation Report ; Company 2016 Annual Social Responsibility Report ; Independent Directors of the Company 2016 Annual Performance Report ; Regarding the provision for the company 2016 Annual Report on Asset Impairment Provisions ; Report on the Write-Off of Certain Fixed Assets; Report on the Write-Off of Doubtful Accounts; Report on Authorizing the Chairman of the Board and the Management Team 2017 Report on Annual Application for Bank Credit Lines and Loan Limits ; About the Company 2016 Annual status of routine related-party transactions and 2017 Report on the Annual Estimated Amount of Routine Related-Party Transactions; Regarding the Appointment of the Company 2017 Report of the annual auditing institution; Report on the change of registered address; Report on the amendment of the company’s articles of association; Report on changes in accounting policies; Report on the extension of the fundraising investment projects’ completion and reaching the intended state of usability; Report on the leasing of land and buildings; Report on convening 2016 Report on the Basic Matters of the Annual General Meeting. The announcement of the resolutions passed at this board meeting is published in 2017 year 4 month 22 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.
( 3 ) 14th Meeting of the 7th Board of Directors
The company’s seventh board of directors on 2017 year 5 month 12 The 14th meeting was convened by way of written voting. At this meeting, the following resolutions were reviewed and adopted: Regarding 2015 Proposal on the Vesting of the Second Vesting Period under the Annual Restricted Stock Incentive Plan. The announcement of the resolutions passed at this Board Meeting has been published in 2017 year 5 month 13 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.
( 4 ) 15th Meeting of the 7th Board of Directors
The company’s seventh board of directors on 2017 year 8 month 25 The fifteenth meeting was convened by way of written resolution. At this meeting, the following resolutions were reviewed and adopted: : Company 2017 Annual and semi-annual reports and their summaries; report on the write-off of bad debts; the company 2017 Special Report on the Deposit and Use of Funds Raised in the First Half of the Year; Report on the Use of Temporarily Idle Raised Funds to Purchase Principal-Protected Bank Wealth Management Products. The Announcement on the Resolutions Adopted at This Board Meeting is published in 2017 year 8 month 26 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.
( 5 ) 16th Meeting of the 7th Board of Directors
The company’s seventh board of directors on 2017 year 10 month 24 The sixteenth meeting was convened by way of written voting. At this meeting, the following resolutions were reviewed and adopted: : 2017 Third-quarter report for the year; Proposal on the Company’s Compliance with the Conditions for a Non-public Issuance of Exchangeable Corporate Bonds; Proposal on the Plan for the Non-public Issuance of Exchangeable Corporate Bonds; Proposal to Request the Shareholders’ Meeting to Authorize the Board of Directors and Its Sub-authorized Persons to Handle All Matters Related to the Non-public Issuance of Exchangeable Corporate Bonds on a Full-Power Basis; Proposal on Convening the Company 2017 the proposals for the Second Extraordinary General Meeting of Shareholders of the year. The announcement regarding the resolutions passed at this Board of Directors meeting was published in 2017 year 10 month 25 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.
( 6 ) 17th Meeting of the 7th Board of Directors
The company’s seventh board of directors on 2017 year 12 month 8 The 17th meeting was convened by way of written resolution. At this meeting, the following resolutions were reviewed and adopted: : About 2016 Proposal on the Vesting of the First Vesting Period under the Annual Restricted Stock Incentive Plan; Regarding Adjustment 2016 Proposal on the Repurchase Price under the Annual Restricted Stock Incentive Plan; Regarding the Repurchase and Cancellation 2016 Proposal on Certain Restricted Shares under the Annual Restricted Stock Incentive Plan; Regarding the Convening of 2017 Proposal on Matters Relating to the Third Extraordinary General Meeting of Shareholders for the Year. The announcement of the resolutions passed at this Board of Directors meeting has been published in 2017 year 12 month 9 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.
( 7 ) 18th Meeting of the 7th Board of Directors
The company’s seventh board of directors on 2017 year 12 month 28 The 18th meeting was convened by way of written voting. At this meeting, the following resolutions were reviewed and adopted: : Regarding the increase 2017 Report on the projected annual amount of routine related-party transactions. The announcement regarding the resolutions passed at this board meeting is published in 2017 year 12 month 29 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 the first extraordinary general meeting of the year, 2016 Annual General Meeting, 2017 the Second Extraordinary General Meeting of the Year, 2017 Resolutions of the Third Extraordinary General Meeting of the Year.
Company 2016 The annual dividend plan was approved by the company’s board of directors on 2017 year 6 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 related 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 2017 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 2017 The annual internal control evaluation report accurately reflects the aforementioned facts.
At the company 2017 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, 2017 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… 2017 Annual audit work. Propose that the Company re-engage ShinWing Certified Public Accountants as the Company’s 2018 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 2017 The remuneration disclosed in the annual report is true and accurate.
II. Board of Directors’ Work Plan for 2018
2018 This year, the Company’s Board of Directors will further strengthen its deliberative and decision-making functions, maintain strategic focus, stimulate endogenous momentum, and drive and support the management team in rigorously managing operations. The Board will center on the transformation and upgrading of existing businesses and the cultivation and incubation of new ventures, with a particular emphasis on emerging growth areas such as new energy, vending machines, biomedicine, and productivity-enhancing service industries. , As well as new ventures such as BingShan HuiGu, financial leasing, and industrial big-data applications, we are committed to steadfastly pursuing innovation. · Focus on Transformation · Share and jointly undertake all tasks to ensure 2018 The achievement of annual revenue and profit targets further solidifies the foundation for sustainable, healthy growth going forward.
Please review the above report.
May 18, 2018