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1. Annual Work Report of the Company’s Board of Directors for 2022
2022 One of the Annual General Meeting documents
Board of Directors 2022 Annual Work Report
Dear Shareholders:
2022 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. 2022 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 convened a total of twelve meetings.
( 1 ) First Meeting of the Ninth Board of Directors
The Company’s Ninth Board of Directors on 2022 year 1 month 12 day By on-site voting The first meeting was convened. At this meeting, the following resolutions were reviewed and adopted: Elect the Chairman and Vice Chairmen of the Company; elect the members of the Audit Committee of the Board of Directors; elect the members of the Compensation and Assessment Committee of the Board of Directors; appoint the General Manager of the Company; appoint the Deputy General Managers and the Chief Financial Officer of the Company; appoint the Company Secretary of the Board of Directors; and appoint the Company’s Securities Affairs Representative. The announcement of the resolutions passed at this board meeting is published in 2022 year 1 month 13 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.
( 2 ) Second Meeting of the Ninth Board of Directors
The Company’s Ninth Board of Directors on The second meeting was held on January 21, 2022, by way of written resolution. At this meeting, the following resolutions were reviewed and adopted: the Report on the Transfer of Equity in Bingshan Technical Services (Dalian) Co., Ltd.; the Report on the Absorption and Merger of a Wholly-Owned Subsidiary by a Wholly-Owned Subsidiary; and the Report on the Actual Amount of the Company’s Routine Related-Party Transactions in 2021 Exceeding the Estimated Amount. The announcement regarding the resolutions passed at this Board of Directors meeting was published on January 2022. 22 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.
( 3 ) Third Meeting of the Ninth Board of Directors
The Company’s Ninth Board of Directors on 2022 4 month 11 The third meeting was held by way of written resolution. At this meeting, the following resolutions were reviewed and adopted: the proposal on entering into a financial leasing sales cooperation with Dalian Bingshan Group Huahuida Financial Leasing Co., Ltd.; and the proposal on providing a guarantee to Liuyang Zhongjie Technology Investment Co., Ltd. The announcement regarding the resolutions passed at this board meeting is published in 2022 4 month 12 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.
( 4 ) Fourth Meeting of the Ninth Board of Directors
The Company’s Ninth Board of Directors on 2022 year 4 month 22 The fourth meeting was held in a hybrid format, combining on-site and video participation. At this meeting, the following resolution was reviewed and adopted: The Company’s General Manager 2021 Annual Work Report; Board of Directors 2021 Annual Work Report; Company 2021 Annual Financial Settlement Report; Company 2021 Annual Profit Distribution Proposal Report; Company 2021 Annual report; company 2022 First-quarter report for the year; Company 2021 Annual Internal Control Evaluation Report ; Company 2021 Annual Social Responsibility Report ; Independent Directors of the Company 2021 Annual Performance Report ; Report on the Provision for Impairment of Assets; Regarding the Authorization of the Company’s Chairman and Management Team 2022 Report on Annual Application for Bank Credit Lines and Loan Limits ; About the Company 2022 Report on the Annual Estimated Amount of Routine Related-Party Transactions; Regarding the Appointment of the Company 2022 Report of the annual auditing firm; Report on the amendment of the Articles of Association; Report on the amendment of the Rules of Procedure for the Shareholders’ Meeting; Report on the Amendment of the Rules of Procedure for Board Meetings; Report on the Amendment of the Rules of Procedure for Supervisory Board Meetings; Report on the Revision and Improvement of Relevant Management Systems; Regarding the convening of 2021 Report on the Basic Matters of the Annual General Meeting. The announcement of the resolutions passed at this board meeting is published in 2022 year April 23 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.
( 5 ) Fifth Meeting of the Ninth Board of Directors
The company’s ninth board of directors on 2022 year May 27 Day by day Communication-based voting method The fifth meeting was held. At this meeting, the report on the transfer of equity in Lengwang Container Temperature Control (Suzhou) Co., Ltd. was reviewed and approved. The announcement of the resolutions passed at this board meeting has been published in 2022 year May 28 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.
( 6 ) Sixth Meeting of the Ninth Board of Directors
The Company’s Ninth Board of Directors on 2022 year August 2 4 The sixth meeting was convened by way of written voting. At this meeting, the following resolutions were reviewed and adopted: : Company 20 22 Annual and semi-annual reports and their summaries; Proposal on Entering into a Financial Leasing Sales Cooperation with Dalian Bingshan Group Huahuida Financial Leasing Co., Ltd.; Proposal on Providing a Guarantee to Shandong Jiechuang Energy Technology Co., Ltd. . The announcement of the resolutions passed at this board meeting is published in 2022 year August 25 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.
( 7 ) Ninth Session of the Seventh Board of Directors
The Company’s Ninth Board of Directors on 2022 year September 8 The seventh meeting was held via written resolution. At this meeting, the following reports were reviewed and approved: the report on participation in securities lending transactions under the Securities Margin Trading and Lending Program; and the report on the sale of a portion of shares in Jingxue Energy Conservation. The announcement of the resolutions passed at this board meeting was published in 2022 year September 9 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.
( 8 ) Eighth Meeting of the Ninth Board of Directors
The Company’s Ninth Board of Directors on 2022 year 9 month 26 The eighth meeting was convened by way of written voting. At this meeting, the following were reviewed and approved: Resolution : Major Company Event Proposals Related to Asset Restructuring ; Regarding the proposal to convene At the Second Extraordinary General Meeting of Shareholders in 2022, the following proposals were considered: a proposal regarding matters related to this transaction; a proposal on entering into a financial leasing sales cooperation with Dalian Bingshan Group Huahuida Financial Leasing Co., Ltd.; and a proposal on providing guarantees for Shaanxi Yiming Food Co., Ltd. The announcement of the resolutions passed at this Board of Directors meeting was published in 202 2 year 9 month 27 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.
( 9 ) Ninth session, ninth next time Board Meeting
The company’s ninth board of directors on 2022 year 10 month 27 The ninth meeting was convened by way of written voting. At this meeting, the following were reviewed and approved: Company 2022 Third Quarter Report for the Year 。
( 10 ) Ninth Session, Tenth Meeting of the Board of Directors
The Company’s Ninth Board of Directors on 2022 year 11 month 7 The tenth meeting was convened by way of written voting. At this meeting, the following were reviewed and approved: Report on the Sale of a Portion of Crystal Snow Energy-Saving Shares . The announcement of the resolutions passed at this board meeting is published in 2022 year 11 month 8 The China Securities Journal and the Cninfo website.
( 11 ) Ninth Session, Eleventh Board Meeting
The Company’s Ninth Board of Directors on 2022 year 11 month 18 The eleventh meeting was convened by way of written voting. next time The meeting. At this meeting, the following were reviewed and approved: Report on the Transfer of Equity in Panasonic Cold Chain (Dalian) Co., Ltd. . The announcement of the resolutions passed at this board meeting is published in 2022 year 11 month 19 The China Securities Journal and the Cninfo website.
( 12) The 12th Meeting of the 9th Board of Directors
The Company’s Ninth Board of Directors on November 2022 2 The 12th meeting was held on the 8th via written resolution. At this meeting, the proposal to apply for a merger and acquisition loan from a bank by pledging equity interests acquired through M&A was reviewed and approved. The announcement of the resolutions passed at this board meeting was published in November 2022. 28 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 2021 Annual General Meeting and 2022 the first extraordinary general meeting of the year, 2022 Second Extraordinary General Meeting all resolutions.
Company 2021 The annual dividend plan was approved by the company’s board of directors on 2022 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 2022 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 2022 The annual internal control evaluation report accurately reflects the aforementioned facts.
At the company 2022 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 ensure both the quality and quantity of the audit work. Upon completion of the audit, the Committee carefully reviewed 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 condition.
The Audit Committee believes that Shinewing Zhonghe Certified Public Accountants, in providing services to the company, 2022 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… 2022 Annual audit work. Propose that the Company re-engage ShinWing Certified Public Accountants as the Company’s 2023 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 2022 The remuneration disclosed in the annual report is true and accurate.
II. 2023 Annual Board of Directors Work Plan
In 2023, the Company’s Board of Directors will comply with the Company Law, the Securities Law, and the Articles of Association, while taking into account the Company’s actual circumstances. With a focus on the parent–subsidiary structure, the Board will concentrate on the cold and heat business segments and on strengthening the core business, thereby effectively fulfilling its statutory functions, further enhancing the Company’s scientific decision-making and standardized operations, and promoting high-quality corporate development.
The above report is submitted for your review.
2023 year 5 month 2 The 5th