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. Annual Work Report of the Company’s Board of Directors for 2016

2016 One of the Annual General Meeting documents

 

Board of Directors 2016 Annual Work Report

 

Dear Shareholders:

2016 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. 2016 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 a total of twelve meetings.

( 1 ) 22nd Meeting of the 6th Board of Directors

The company’s sixth board of directors, on 2016 year 1 month 4 The 22nd meeting was held in the company’s ninth-floor conference room. The following resolutions were reviewed and adopted at this meeting: Report on Candidates for Directors of the Seventh Board of Directors of the Company ; About the Company 2015 Report on the annual actual amount of routine related-party transactions exceeding the total projected amount; Regarding the convening of 2016 Matters relating to the first extraordinary general meeting of the year. The announcement of the resolutions passed at this board meeting has been published in 2016 year 1 month 5 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.

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

The company’s seventh board of directors on 2016 year 1 month 21 The first meeting was held in the company’s eighth-floor conference room. At this meeting, the following resolutions were reviewed and adopted: election of the Chairman and Vice Chairmen of the Board; election of members of the Audit Committee of the Board; election of members of the Compensation and Performance Evaluation Committee of the Board; appointment of the General Manager; appointment of the Deputy General Managers and the Chief Financial Officer; appointment of the Company Secretary; and appointment of the Securities Affairs Representative. The announcement regarding the resolutions passed at this Board meeting was published in 2016 year 1 month 22 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.

( 3 ) Second Meeting of the 7th Board of Directors

    The company’s seventh board of directors on 2016 year 3 month 10 The second meeting was convened by way of written voting. At this meeting, the following resolutions were reviewed and adopted: : Report on Amendments to the Company Charter; Report on Providing Guarantees for the Special Fund of the China Development Bank Investment Fund; Report on Signing a Special Loan Agreement with the Controlling Shareholder; Report on Convening 2016 Report on the Basic Matters of the Second Extraordinary General Meeting of Shareholders for the Year. The announcement regarding the resolutions passed at this Board of Directors meeting is published in 2016 year 3 month 11 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.

( 4 ) Third Meeting of the Seventh Board of Directors

    The company’s seventh board of directors on 2016 year 3 month 29 The third meeting was held in the company’s eighth-floor conference room. The following resolutions were reviewed and adopted at this meeting: the company’s general manager 2015 Annual Work Report; Board of Directors 2015 Annual Work Report; Company 2015 Annual financial settlement and 2016 Annual Financial Budget Report; Company 2015 Annual Profit Distribution Proposal Report; Company 2015 Annual report; Company 2015 Annual Internal Control Evaluation Report ; Company 2015 Annual Social Responsibility Report ; Independent Directors of the Company 2015 Annual Performance Report ; Regarding the provision for the company 2015 Annual Report on Asset Impairment Provisions ; Regarding the Authorization of the Company’s Chairman and Management Team 2016 Report on Annual Application for Bank Credit Lines and Loan Limits ; About the Company 2015 Annual status of routine related-party transactions and 2016 Report on the Annual Estimated Amount of Routine Related-Party Transactions; Regarding the Appointment of the Company 2016 Report of the annual auditing institution; Report on amending the Rules of Procedure for the Shareholders’ Meeting; Report on revising and improving relevant management systems; Report on extending the company’s non-public offering A Report on the Validity Period of Resolutions Adopted at the Shareholders’ Meeting and the Validity Period of Authorizations; Report on the Acquisition of Equity in Dalian Sanyo Minghua Electronics Co., Ltd.; Regarding the Convening of 2015 Report on the Basic Matters of the Annual General Meeting. The announcement of the resolutions passed at this board meeting is published in 2016 year 3 month 30 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.

   ( 5 ) Fourth Meeting of the Seventh Board of Directors

The company’s seventh board of directors on 2016 year 4 month 13 The fourth meeting was held via written resolution. The following resolution was adopted at this meeting: “Proposal on the Vesting of the First Vesting Period under the Restricted Stock Incentive Plan.” The announcement of the resolutions passed at this board meeting is published in 2016 year 4 month 14 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.

( 6 ) Fifth Meeting of the Seventh Board of Directors

    The company’s seventh board of directors on 2016 year 4 month 21 The fifth meeting was held in the company’s eighth-floor conference room. At this meeting, the following resolution was reviewed and adopted: Regarding the transfer of the company’s equity in Dalian Bingshan Security & Leisure Industry Engineering Co., Ltd. to a subsidiary. 50% Report on equity; Report on the absorption and merger of a subsidiary by another subsidiary and subsequent capital increase; Report on the frozen and refrigerated joint venture project; Company 2016 First-quarter report for the year. The announcement regarding the resolutions passed at this board meeting is published in 2016 year 4 month 22 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.

( 7 ) Sixth Meeting of the Seventh Board of Directors

The company’s seventh board of directors on 2016 year 7 month 5 The sixth meeting was held by way of written resolution. At this meeting, the following resolutions were reviewed and adopted: a report on the acquisition of equity in Dalian Bingshan Lingshi Quick-Freezing Equipment Co., Ltd.; a report on the capital increase for Bingshan Lingshi following completion of the equity acquisition; a report on the appointment of the Company’s Securities Affairs Representative; a report on using the funds raised to replace the initial investments; and a report on changing the method of depositing temporarily idle raised funds. The announcement regarding the resolutions passed at this board meeting was published in 2016 year 7 month 7 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.

( 8 ) Seventh Session of the Seventh Board of Directors

The company’s seventh board of directors on 2016 year 8 month 4 The seventh meeting was convened by way of written voting. At this meeting, the following resolutions were reviewed and adopted: : Regarding Dalian Refrigeration Co., Ltd. 2016 the proposal for the Annual Restricted Stock Incentive Plan (Draft). The announcement of the resolutions passed at this board meeting has been published in 2016 year 8 month 5 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.

( 9 ) Seventh Session, Eighth Board Meeting

The company’s seventh board of directors on 2016 year 8 month 25 The eighth meeting was held in the company’s 10th-floor conference room. The following resolutions were reviewed and adopted at this meeting: : Company 2016 Annual and semi-annual reports and their summaries; Report on Capital Increase for Wholly Owned Subsidiary ; Report on the Capital Increase for Dalian Fuji Iceberg Vending Machine Co., Ltd.; Report on the Use of Bank Acceptance Bills to Pay for Funds Required for Fund-Raising Investment Projects and the Subsequent Equal-Amount Replacement with Fund-Raising Proceeds; the Company 2016 Special Report on the Deposit and Use of Funds Raised in the First Half of the Year; Regarding “Dalian Refrigeration Co., Ltd.” 2016 Proposal on the Draft Restricted Stock Incentive Plan for the Year and Its Summary; Regarding Dalian Refrigeration Co., Ltd. 2016 Proposal on the “Management Measures for the Assessment of the Annual Restricted Stock Incentive Plan”; Proposal to submit to the Shareholders’ Meeting of Dalian Refrigeration Co., Ltd. a request for authorization to the Board of Directors to handle the company’s 2016 Proposal on Matters Related to the Annual Restricted Stock Incentive Plan; Regarding the Convening of 2016 Proposal on Matters Relating to the Third Extraordinary General Meeting of Shareholders for the Year. The announcement regarding the resolutions passed at this Board of Directors meeting has been published in 2016 year 8 month 26 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.

( 10 ) Ninth Meeting of the Seventh Board of Directors

The company’s seventh board of directors on 2016 year 9 month 20 The ninth meeting was convened by way of written voting. At this meeting, the following resolutions were reviewed and adopted: : Proposal on the Grant of Restricted Shares to Incentive Recipients. The announcement of the resolutions passed at this Board Meeting is published in 2016 year 9 month 21 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.

( 11 ) The 10th Meeting of the 7th Board of Directors

    The company’s seventh board of directors on 2016 year 10 month 26 The tenth meeting was convened by way of written voting. At this meeting, the following resolutions were reviewed and adopted: : 2016 Third-quarter report for the year; report on the disposal of certain available-for-sale financial assets. The announcement of the resolutions passed at this board meeting is published in 2016 year 10 month 27 The China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website.

( 12 ) The 11th Meeting of the 7th Board of Directors

    The company’s seventh board of directors on 2016 year 11 month 25 The eleventh meeting was convened by way of written voting. At this meeting, the following resolutions were reviewed and adopted: : Report on the Capital Contribution to Establish an Investment Platform Company; Regarding the Retention of a New Auditor 2016 Report of the annual auditing institution; regarding the convening of 2016 Report on the Fourth Extraordinary General Meeting of Shareholders for the Year. The announcement regarding the resolutions passed at this Board of Directors meeting is published in 2016 year 11 month 26 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 2015 Annual General Meeting, 2016 the first extraordinary general meeting of the year, 2016 the Second Extraordinary General Meeting of the Year, 2016 the Third Extraordinary General Meeting of the Year, 2016 Resolutions of the Fourth Extraordinary General Meeting of the Year.

Company 2015 The annual dividend plan was approved by the company’s board of directors on 2016 year 5 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 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.

To ensure the continuity of specific audit services, safeguard audit quality, and enhance audit efficiency, upon the recommendation of the Company’s Audit Committee and at the 11th Meeting of the 7th Session of the Board of Directors, 2016 At the fourth extraordinary general meeting of shareholders held in [Year], the resolution was approved to appoint ShinWing Certified Public Accountants (Special General Partnership) as the company’s… 2016 Annual auditing firm.

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 2016 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 2016 The annual internal control evaluation report accurately reflects the aforementioned facts.

At the company 2016 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, 2016 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… 2016 Annual audit work. Propose that the Company re-engage ShinWing Certified Public Accountants as the Company’s 2017 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 Implementation Rules for 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 2016 The remuneration disclosed in the annual report is true and accurate.

II. 2017 Board of Directors Work Plan

In 2017, 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 ensure that all efforts to invigorate, integrate, and enhance are carried out in a solid and systematic manner, thereby guaranteeing the achievement of the 2017 revenue and profit targets and continuously elevating the Company’s industry standing and market competitiveness.

Please review the above report.

May 19, 2017

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