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1. Annual Work Report of the Company’s Board of Directors for 2015
Document No. 1 for the 2015 Annual General Meeting
2015 Annual Work Report of the Company’s Board of Directors
Dear Shareholders:
In 2015, the Company’s Board of Directors 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 and promoting the Company’s healthy and rapid development. Each director diligently performed his or her duties and undertook extensive work to ensure sound decision-making and compliant operations. The following is a report on the relevant activities:
I. Board of Directors’ Work in 2015
1. Meetings of the Board of Directors and the contents of their resolutions during the reporting period
(1) The 14th Meeting of the 6th Board of Directors
On January 22, 2015, the Sixth Board of Directors of the Company convened its 14th meeting by way of written resolution. At this meeting, the following resolutions were reviewed and adopted: the Report on Candidates for Independent Directors of the Sixth Board of Directors of the Company; and the Report on Matters Relating to the Convening of the First Extraordinary General Meeting of Shareholders in 2015. The announcement of the resolutions passed at this board meeting was published in the China Securities Journal and the Hong Kong Commercial Daily on January 23, 2015.
(2) The 15th Meeting of the 6th Board of Directors
On March 4, 2015, the Sixth Session of the Company’s Board of Directors held its fifteenth meeting by way of written resolution. At this meeting, the following resolutions were reviewed and adopted: the Report on the Grant of Restricted Shares to Incentive Recipients; the Report on the Absorption-Type Merger of a Subsidiary by Another Subsidiary; and the Report on the By-Election of Members to the Special Committees of the Board of Directors. The announcement of the resolutions passed at this Board meeting was published in the China Securities Journal and the Hong Kong Commercial Daily on March 5, 2015.
(3) Sixteenth Meeting of the Sixth Board of Directors
On April 22, 2015, the Sixth Board of Directors of the Company convened its sixteenth meeting in the Company’s sixth-floor conference room. The following resolutions were deliberated and adopted at the meeting: the Report on the Work of the Board of Directors for the Year 2014; the Report on the Final Accounts for the Year 2014 and the Budget for the Year 2015; the Proposed Plan for the Distribution of Profits for the Year 2014; the Annual Report for the Year 2014; the First-Quarter Report for the Year 2015; the Report on the Evaluation of Internal Controls for the Year 2014; the Corporate Social Responsibility Report for the Year 2014; the Report on the Performance of Duties by the Independent Directors for the Year 2014; the Report on the Provision for Impairment of Assets for the Year 2014; the Report on the Write-off of Doubtful Accounts; the Report on Authorizing the Chairman of the Board and the Management Team to Apply for Bank Credit Lines and Loan Limits for the Year 2015; the Report on the Status of Routine Related-Party Transactions in the Year 2014 and the Estimated Status of Such Transactions for the Year 2015; the Report on the Appointment of the Audit Firm for the Year 2015; the Report on the Amendment of the Company’s Articles of Association; the Report on the Candidates for Independent Directors of the Sixth Board of Directors; the Report on the Implementation Plan for the Relocation and Renovation Project; the Report on the Termination of the Joint Venture Project for Refrigeration Equipment Management Consulting and Energy-Saving Services; the Report on the Capital Increase in Dalian Bingshan Group Refrigeration and Air-Conditioning Installation Co., Ltd.; and the Report on the Basic Matters Pertaining to the Convening of the 2014 Annual General Meeting of Shareholders. The announcement of the resolutions passed at this Board meeting was published in the China Securities Journal and the Hong Kong Commercial Daily on April 24, 2015.
(4) The 17th Meeting of the 6th Board of Directors
On June 4, 2015, the Sixth Board of Directors of the Company convened its Seventeenth Meeting in the Company’s Ninth-Floor Conference Room. The following resolutions were adopted at the meeting: a proposal on the Company’s compliance with the conditions for a non-public issuance of A-shares; a proposal on the plan for the Company’s non-public issuance of A-shares; a proposal on the “Pre-Plan for the Non-Public Issuance of A-Shares by Dalian Refrigeration Co., Ltd.”; a proposal on the “Feasibility Analysis Report on the Use of Funds Raised through the Non-Public Issuance of A-Shares by Dalian Refrigeration Co., Ltd.”; a proposal on the “Management System for Funds Raised by Dalian Refrigeration Co., Ltd.”; a proposal on the Company’s exemption from preparing a report on the use of previously raised funds; a proposal to submit to the Shareholders’ Meeting for authorization of the Board of Directors to handle all matters related to this non-public issuance of A-shares on a fully discretionary basis; a proposal on the “Shareholder Return Plan for the Next Three Years (2015–2017) of Dalian Refrigeration Co., Ltd.”; a report on the acquisition of equity in Dalian Sanyo High-Efficiency Refrigeration Systems Co., Ltd.; a report on the supplementary election of members of the Company’s Board of Directors’ specialized committees; and a report on matters relating to the convening of the Second Extraordinary Shareholders’ Meeting of 2015. The announcement of the resolutions passed at this Board meeting was published in the June 5, 2015 issues of China Securities Journal and Hong Kong Commercial Daily.
(5) The 18th Meeting of the 6th Board of Directors
On June 24, 2015, the Sixth Board of Directors of the Company convened its eighteenth meeting in the Company’s Eighth-Floor Conference Room. At this meeting, the following resolutions were reviewed and adopted: a report on the acquisition of equity in Wuhan New World Refrigeration Industry Co., Ltd.; and a report on the leasing of premises. The announcement regarding the resolutions passed at this Board meeting was published in the China Securities Journal and the Hong Kong Commercial Daily on June 25, 2015.
(6) The 19th Meeting of the 6th Board of Directors
On July 7, 2015, the Sixth Board of Directors of the Company held its nineteenth meeting by way of written resolution. At this meeting, the following resolution was reviewed and adopted: a report on the acquisition of equity in Changzhou Jingxue Refrigeration Equipment Co., Ltd. The announcement regarding the resolutions passed at this board meeting was published in the China Securities Journal and the Hong Kong Commercial Daily on July 8, 2015.
(7) The 20th Meeting of the 6th Board of Directors
On August 19, 2015, the Sixth Board of Directors of the Company convened its 20th meeting by way of written resolution. At this meeting, the following resolutions were reviewed and adopted: the Company’s 2015 Semi-Annual Report and its Summary; the Report on the Acquisition of Equity in Bingshan Technical Services (Dalian) Co., Ltd.; and the Report on the Write-Off of Doubtful Accounts. The announcement regarding the resolutions passed at this Board meeting was published in the China Securities Journal and the Hong Kong Commercial Daily on August 21, 2015.
(8) 21st Meeting of the 6th Board of Directors
On October 20, 2015, the Sixth Board of Directors of the Company convened its 21st meeting in the Company’s Eighth-Floor Conference Room. At this meeting, the following resolutions were reviewed and adopted: the Company’s Third-Quarter Report for 2015; the Report on the Appointment of a Deputy General Manager of the Company; and the Report on Financial Assistance Provided by the Controlling Shareholder to the Company’s Subsidiaries. The announcement regarding the resolutions passed at this Board meeting was published in the China Securities Journal and the Hong Kong Commercial Daily on October 22, 2015.
2. Implementation of Resolutions Adopted by the Shareholders’ Meeting by the Board of Directors
The Company’s Board of Directors has effectively implemented the resolutions adopted at the 2014 Annual General Meeting, the First Extraordinary General Meeting of 2015, and the Second Extraordinary General Meeting of 2015.
The Company’s 2014 dividend distribution plan was fully implemented by the Board of Directors in June 2015.
3. Performance of the Board Audit Committee
The Audit Committee of the Company’s Board of Directors performs its duties in accordance with the Company’s Implementing Rules for the Board Audit Committee and the Audit Committee 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. In accordance with the company’s criteria for identifying internal control deficiencies, the Committee reviewed and validated the summary table of internal control deficiency identifications prepared by the Internal Control Evaluation Team, examined the Company’s 2015 Internal Control Evaluation Report, and engaged Dahuа 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, is aligned with the Company’s actual operations, and has been effectively implemented; moreover, the Company’s 2015 Internal Control Evaluation Report accurately reflects these findings.
During the Company’s 2015 audit, the Audit Committee maintained active communication and effective coordination with the auditing firm, Dahuа Certified Public Accountants. Prior to the auditors’ on-site engagement, the Committee discussed and reached consensus with the engagement partner of the auditing firm on matters such as the audit plan, schedule, and key issues to be addressed during the audit. Throughout the audit process, the Committee kept abreast of progress and repeatedly urged the auditing firm to carry out the audit in a timely manner while maintaining high quality and ensuring that all deliverables met the required standards. 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 the financial reports and other information disclosed by the Company are objective, truthful, and faithfully reflect the Company’s annual financial condition.
The Audit Committee is of the view that, in providing audit services for the Company for the year 2015, Dahua 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; 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 responsibility; and thereby successfully completed the Company’s 2015 audit engagement. The Committee therefore proposes that the Company re-engage Dahua Certified Public Accountants as its auditor for the year 2016.
4. 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 2015 Annual Report is true and accurate.
II. Board of Directors’ Work Plan for 2016
In 2016, the Company’s Board of Directors will focus on the Company’s overall objectives, continuously enhance its decision-making capabilities, and vigorously promote and support the management team in strengthening operational management. The Board will ensure that all initiatives related to innovation, improvement, and performance enhancement are implemented effectively and thoroughly, with the aim of delivering strong operating results and continually elevating the Company’s industry standing and market competitiveness.
In 2016, the Company’s Board of Directors will strengthen its deliberative and decision-making functions, enhance its work in areas such as information disclosure, insider trading management, and investor relations management, further refine the corporate governance structure, and further elevate the level of compliant operations.
The above report is submitted for your review.
April 21, 2016
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