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

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2023 Annual Report on the Performance of Independent Director Liu Yuanyuan

Iceberg Cold and Hot Technology Co., Ltd.

Independent Director 2023 Annual Performance Report

(Liu Yuanyuan)

Dear Shareholders:

In 2023, as an independent director of Bingshan Refrigeration & Heating Technology Co., Ltd. (hereinafter referred to as the “Company”), I have strictly adhered to the relevant provisions of laws and regulations, including the Company Law of the People’s Republic of China, the Corporate Governance Guidelines for Listed Companies, the Measures for the Administration of Independent Directors of Listed Companies, and the Articles of Association of Bingshan Refrigeration & Heating Technology Co., Ltd., and have conscientiously fulfilled my duties as an independent director in accordance with the law, maintaining a diligent and responsible work ethic. The following is a report on my performance of duties for the year 2023.

Name of Independent Director

Work History

Professional Background

Part-time employment situation

Is there an impact?

Independence Status

Liu Yuanyuan

Currently a professor at the School of Accounting of Northeastern University of Finance and Economics, and has served as an independent director of the company since May 2021.

Ph.D. in Accounting, Certified Public Accountant

Independent Director of Jin Kai (Liaoning) Life Science Technology Co., Ltd.; Independent Director of China Railway Tielong Container Logistics Co., Ltd.

I possess the independence required under the Measures for the Administration of Independent Directors of Listed Companies and there are no circumstances that would impair my independence.

II. Overview of Independent Directors’ Annual Performance of Duties

(1) Attendance at Board Meetings

Name

Should participate this year

Number of Board Meetings

Attend in person

(occasion)

Attendance by Proxy

(occasion)

Absence

(occasion)

Liu Yuanyuan

6

6

0

0

(II) Attendance at the Shareholders’ Meeting

In 2023, the Company held one shareholders’ meeting, which I attended.

(3) Participation in Board Special Committees

1. Performance of Duties by the Audit Committee of the Board of Directors

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 Committee reviewed the annual 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 is being effectively implemented, and that the internal control evaluation report accurately reflects these findings.

During the company’s 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 true, and that the financial reports and other information disclosed to the public are objective, accurate, and faithfully reflect the company’s annual financial condition.

The Audit Committee is of the view that, in providing the Company with annual audit services, 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 annual audit engagement.

2. 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 individuals 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 annual report is true and accurate.

(4) Attendance at Special Meetings of Independent Directors

On November 17, 2023, attended a special meeting of the independent directors to review the 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., as well as the report on the dismissal and appointment of the company’s general manager.

(5) Status of Protecting Investors’ Legitimate Rights and Interests

During the reporting period, I conducted independent, objective, and impartial deliberations on all proposals submitted to the Board of Directors and carefully,

I exercise my voting rights with due diligence; at the same time, in strict accordance with applicable laws and regulations, I have carefully expressed independent opinions on relevant matters and conducted objective and rigorous oversight and evaluation of the performance of duties by the company’s directors and senior management. With respect to material matters that affect shareholder interests, I engage in comprehensive consultations and assessments with the company’s directors and senior executives, thereby effectively safeguarding the legitimate rights and interests of all shareholders, particularly small and medium-sized shareholders. In addition, I continuously monitor the company’s compliance with its information disclosure obligations to ensure that the company’s disclosures to all shareholders are truthful, accurate, and complete.

(6) On-site work at the company

In 2023, I made full use of various opportunities—such as attending board meetings, shareholders’ meetings, and specialized board committees; conducting on-site investigations; and participating in the company’s business-target presentation—to carry out on-site work. Through these activities, I gained an in-depth understanding of the company’s internal controls and financial condition, with a particular focus on its operational development, financial performance, the establishment and implementation of its internal-control system, and other related matters. I also ensured timely awareness of the progress on all major corporate matters. Throughout my tenure, the company’s management placed great emphasis on communication and dialogue with me, carefully listening to and incorporating my reasonable opinions and recommendations, thereby enabling me to fulfill my duties as an independent director more effectively and substantively.

III. Key Areas of Focus for Independent Directors’ Annual Performance

(1) Related-party transactions that shall be disclosed

1. On April 25, 2023, an independent opinion was issued on the Company’s projected routine related-party transactions for the year 2023, concluding that such transactions are normal and necessary, comply with the relevant provisions of the Stock Listing Rules and the Company’s Articles of Association, adhere to the principles of openness, fairness, and impartiality, are consistent with the Company’s actual operations and development, involve reasonable transaction prices, do not prejudice the interests of the Company or non-affiliated shareholders, and that the affiliated directors recused themselves from voting when the matter was considered. There is no conduct that would harm the interests of the Company and its shareholders, particularly small and medium-sized shareholders.

2. On April 25, 2023, an independent opinion was issued on the related-party transaction involving the lease of the Company’s land and buildings, concluding that the transaction is fair, does not prejudice the interests of the Company or its minority shareholders, specifies the rental amounts for the next three years, and promotes the efficient utilization of the land and building resources at the Company’s existing plant site as well as the incubation and development of new business ventures. Furthermore, the voting procedure for this related-party transaction was lawful, and the affiliated directors duly recused themselves.

3. On April 25, 2023, an independent opinion was issued on the company’s related-party transaction involving financial leasing, concluding that the related-party transaction for financial-leasing sales cooperation with Dalian Bingshan Group Huahuida Financial Leasing Co., Ltd. is fair; the transaction pricing adheres to market principles and is equitable; it does not prejudice the interests of the company or its minority shareholders; and it is conducive to the sales operations and collection of receivables of the company’s subsidiary, Bingshan Lingshe. Furthermore, the voting procedures for this related-party transaction were lawful, and the affiliated directors duly recused themselves.

4. On May 4, 2023, an independent opinion was issued on the related-party transaction involving the Company’s acquisition of equity in Panasonic Refrigeration (Dalian) Co., Ltd., stating that the transaction is fair, does not prejudice the interests of the Company or its minority and medium-sized shareholders, and is conducive to strengthening business synergy and increasing operating revenue; no performance commitments or compensation arrangements were set forth in this related-party transaction, as the terms were arrived at through market-based negotiations between the Company and the counterparty, in compliance with applicable laws and regulations and thus reasonable; furthermore, the voting procedures for this related-party transaction were lawful, and the related directors duly recused themselves.

5. On November 17, 2023, a special meeting of the independent directors was convened to review the 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. The independent directors unanimously concluded that this related-party transaction is fair, does not prejudice the interests of the Company or its minority shareholders, and will help Songyang Compressor resolve the defect in the property title; furthermore, the transaction price is fair, determined based on the appraisal value, complies with applicable laws and regulations, and is therefore reasonable. It was agreed to submit this proposal for consideration at the 18th Meeting of the 9th Board of Directors.

(2) Review the financial information in the financial accounting reports and periodic reports, as well as the internal control evaluation report.

The audit reports, financial reports, and internal control evaluation reports for the Company’s 2022 Annual Report and 2023 Semi-Annual Report were reviewed in advance. It is concluded that the Company’s financial reports are comprehensive and true; the financial reports and other information disclosed to the public are objective, accurate, and faithfully reflect the Company’s financial condition; the current state of the Company’s internal control system complies with relevant requirements and is effectively implemented; and the Company’s 2023 Internal Control Evaluation Report accurately reflects the aforementioned facts.

(3) Reappointment of the Accounting Firm

Expresses an opinion on the appointment of the Company’s 2023 audit firm, stating that ShinWing Certified Public Accountants (Special General Partnership) possesses the requisite professional qualifications, operational capabilities, independence, and investor protection safeguards, and that the Company has duly and appropriately carried out the relevant deliberation and approval procedures.

(4) Nominating or appointing/removing directors, and hiring or dismissing senior management personnel.

On November 17, 2023, a special meeting of the independent directors was convened to review the report on the dismissal and appointment of the company’s general manager.

1. Regarding the Dismissal of the Company’s General Manager

In accordance with the company’s development needs and following a resolution passed by the Board of Directors, Mr. Yin Xide will no longer serve as the Company’s General Manager; the reasons disclosed are consistent with the actual circumstances. The Board of Directors has promptly initiated the process of appointing a new General Manager, and Mr. Yin Xide’s departure will not affect the normal operation of the Company’s production and business activities.

2. Regarding the Appointment of the Company’s General Manager

After reviewing the personal resume and other relevant materials of Mr. Cai Liyong, the proposed candidate for the position of General Manager of the Company, I am of the opinion that he meets the requirements for office as stipulated in the applicable laws, regulations, and the Articles of Association of the Company, and that his qualifications for the position are lawful. Upon further inquiry, it has been confirmed that Mr. Cai Liyong’s educational background, work experience, and physical condition enable him to fulfill the duties and responsibilities of the position for which he is being appointed. The nomination and appointment procedures adopted by the Board of Directors are in compliance with the relevant laws, regulations, and provisions of the Articles of Association. Accordingly, the Board of Directors unanimously approves the appointment of Mr. Cai Liyong as General Manager of the Company.

IV. Overall Evaluation and Recommendations

In 2023, I rigorously adhered to all applicable laws, regulations, and requirements, diligently and conscientiously reviewed all proposals, exercised my voting rights in an independent, objective, and prudent manner, and impartially expressed my independent opinions, thereby safeguarding the legitimate rights and interests of the company and its shareholders. In addition, I conducted verification and oversight of the company’s financial reports and other related matters and maintained timely communication with the company’s management.

In 2024, I will continue to exercise my rights and fulfill my duties as an independent director with integrity, diligence, prudence, and a pragmatic approach; strengthen communication with the Company’s Board of Directors, Supervisory Board, and management; effectively perform the role of an independent director; and safeguard the legitimate rights and interests of the Company and all shareholders, particularly small and medium-sized shareholders.

 

 

Independent Director: Liu Yuanyuan

 

May 23, 2024

 

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