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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1: 2024 Annual Work Report of the Company’s Board of Directors

Document No. 1 for the 2024 Annual General Meeting

 

Board of Directors 2024 Annual Work Report

 

Dear Shareholders:

  2024 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 leveraging the Board’s role. Each director has demonstrated diligence and accountability, rigorously performing their duties to promote the Company’s business development and ensure its compliant operations. The following is a report on the relevant work:

I. 2024 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 held seven meetings.

(1) The 19th Meeting of the 9th Board of Directors

The Company’s Ninth Board of Directors on 2024 year 1 month 23 The 19th meeting was convened by way of written voting. At this meeting, the following resolutions were reviewed and adopted: Report on the Sale of Machinery, Equipment, Inspection Tools, and Molds by a Subsidiary . The announcement of the resolutions passed at this board meeting is published in 2024 year 1 month 25 The China Securities Journal and the Cninfo website.

( 2 ) 20th Meeting of the 9th Board of Directors

The Company’s Ninth Board of Directors on 2024 year 4 month 24 The 20th meeting was held in person. At this meeting, the following resolution was reviewed and adopted: The Company’s General Manager 2023 Annual Work Report; Board of Directors 2023 Annual Work Report; Company 2023 Annual Financial Settlement Report; Company 2023 Annual Profit Distribution Proposal Report; Company 2023 Annual report; company 2024 First-quarter report for the year; Company 2023 Annual Internal Control Evaluation Report ; Company 2023 Annual Social Responsibility Report ; Independent Directors of the Company 2023 Annual Performance Report ; Report on the Provision for Impairment of Assets; Regarding the Authorization of the Company’s Chairman and Management Team 2024 Report on Annual Application for Bank Credit Lines and Loan Limits ; About the Company 2024 Report on the Annual Estimated Amount of Routine Related-Party Transactions; Regarding the Appointment of the Company 2024 Report of the annual auditing institution; Report on the amendment of the company’s articles of association; Regarding 2023 Annual Report on the Performance of Duties by the Accounting Firm and the Audit Committee’s Report on the Accounting Firm’s Fulfillment of Its Supervisory Responsibilities; Report on the Formulation and Revision of Relevant Management Systems; Regarding “Bingshan Cold & Heat Technology Co., Ltd.’s Next Three Years ( Report on the Shareholder Return Plan for 2024–2026; Report on the Sale of Shares in Guotai Junan Securities; Report on Candidates for Directors of the Ninth Board of Directors of the Company; Report on Capital Reduction at an Equity-Participated Company; Proposal to Request Authorization from the Shareholders’ Meeting for the Board of Directors to Handle Matters Related to Small-Amount, Fast-Track Financing; Report on Changes to Accounting Policies; Report on the Basic Matters for Convening the 2023 Annual General Meeting of Shareholders. 。 The announcement of the resolutions passed at this board meeting is published in 2024 year April 26 The China Securities Journal and the Cninfo website.

( 3 ) 21st Meeting of the 9th Board of Directors

The Company’s Ninth Board of Directors on 2024 year August 14 The 21st meeting was held by way of written resolution. At this meeting, the following resolutions were reviewed and adopted: : Company 20 24 Annual and semi-annual reports and their summaries; Report on the Provision for Impairment of Assets; Report on the Election of the Company’s Vice Chairman and Members of the Board Compensation and Assessment Committee . The announcement of the resolutions passed at this board meeting is published in 2024 year August 15 The China Securities Journal and the Cninfo website.

( 4 ) 22nd Meeting of the 9th Board of Directors

The Company’s Ninth Board of Directors on 2024 year 10 month 23 The 22nd meeting was held via written resolution. At this meeting, the Company’s… was reviewed and approved. 2024 Third-quarter report for the year; report on the formulation of a public-opinion management system. The announcement of the resolutions passed at this board meeting was published in 2024 year 10 month 24 The China Securities Journal and the Cninfo website.

( 5 ) 23rd Meeting of the 9th Board of Directors

The Company’s Ninth Board of Directors on 2024 year 12 month 10 The 23rd meeting was convened by way of written voting. At this meeting, the following were reviewed and approved: Resolution : Report on Candidates for Directors of the Company’s Tenth Board of Directors; Report on the Formulation of the “Management System for External Donations and Sponsorships”; Regarding the Convening of Report on Matters Relating to the First Extraordinary General Meeting of Shareholders in 2024. The announcement regarding the resolutions passed at this Board of Directors meeting was published in 20 24 year 12 month 11 The China Securities Journal and the Cninfo website.

( 6 ) 24th Meeting of the 9th Board of Directors

The Company’s Ninth Board of Directors on December 2024 19 The 24th meeting was held via written resolution. At this meeting, the issuance of shares by the company to specific investors through a simplified procedure was reviewed and approved. Proposals related to A-share stocks. The announcement of the resolutions passed at this board meeting was published in December 2024. 20 The China Securities Journal and the Cninfo website.

( 7 ) First Meeting of the 10th Board of Directors

The Company’s Tenth Board of Directors on December 2024 27 The first meeting was held in person on the same day. At this meeting, the Chairman and Vice Chairmen of the Company were elected; members of the Audit Committee of the Board of Directors were elected; members of the Compensation and Assessment Committee of the Board of Directors were elected; the General Manager of the Company was appointed; the Deputy General Managers and the Chief Financial Officer of the Company were appointed; the Secretary of the Board of Directors was appointed; and the Company’s Securities Affairs Representative was appointed. The announcement regarding the resolutions passed at this Board meeting was published in December 2024 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 2023 Resolutions passed at the Annual General Meeting.

Company 2023 The annual dividend plan was approved by the company’s board of directors on 2024 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 2024 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 2024 The annual internal control evaluation report accurately reflects the aforementioned facts.

At the company  2024 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 carry out the audit work in a timely manner while ensuring both 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 other information are objective, truthful, and faithfully reflect the Company’s annual financial position.

The Audit Committee believes that Shinewing Zhonghe Certified Public Accountants, in providing services to the company, 2024 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…  2024 Annual audit work.

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 2024 The remuneration disclosed in the annual report is true and accurate.

II. 2025 Annual Board of Directors Work Plan

  2025 This year, the Company’s Board of Directors and its specialized committees will continue to perform their duties in accordance with the Company Law, the Securities Law, and the Company Charter, uphold stringent internal controls, make decisions based on sound scientific principles, fully leverage the Board’s role, enhance the Company’s standardized operations and operational quality, and promote high-quality Development 。

Please review the above report.

 

                                  2025 year 5 month 22 day

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