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Announcement of Resolutions Adopted at the Fifth Session of the Tenth Board of Directors
Securities Code: 000530; 200530 Security Abbreviation: Bingshan Cold & Heat; Bingshan B Announcement No.: 20 25-025
Iceberg Cold & Heat Technology Co., Ltd.
Announcement of Resolutions Adopted at the Fifth Session of the Tenth Board of Directors
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The Company and all members of the Board of Directors hereby certify that the contents of this announcement are true, accurate, and complete, and that there are no false records, misleading statements, or material omissions. |
I. Status of Board Meetings
1. Notice of this Board of Directors meeting was issued in writing on August 1, 2025.
2. This board meeting was held on August 13, 2025, by way of written resolution.
3. Nine directors were required to vote, and all nine directors actually voted.
4. The convening of this board meeting complies with the provisions of applicable laws, administrative regulations, departmental rules, normative documents, and the Company’s Articles of Association.
II. Review of the Board Meeting
1. Company’s 2025 Semi-Annual Report
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
2. Report on the Provision for Impairment of Assets
In accordance with the Company’s policy for making provisions for asset impairment and based on the actual condition of the relevant assets, the Company proposes to make provisions for asset impairment. The scope of assets for which such provisions are proposed primarily includes notes receivable, accounts receivable, other receivables, long-term receivables, inventory and contract fulfillment costs, investment property, and contract assets. The total amount of the provision for asset impairment is RMB 13,576,532.22, and it is recognized for the reporting period from January 1, 2025, to June 30, 2025.
(For details, please refer to the Company’s “Announcement on Making Provisions for Asset Impairment” issued on the same day.)
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
3. Report on the Subsidiary’s Acquisition of Equity in Dalian Bingshan Pat Technology Co., Ltd.
Approve the transfer of 100% equity in Dalian Bingshan Pat Technology Co., Ltd. (“Bingshan Pat”) held by Dalian Bingshan Group Co., Ltd. (“Bingshan Group”) to the Company’s subsidiary, Bingshan Songyang Compressor (Dalian) Co., Ltd. (“Songyang Compressor”). Upon completion of this equity transfer, Songyang Compressor will hold 100% equity in Bingshan Pat.
The consideration for this equity transfer is set at RMB 1.42 million, based on the net asset valuation report issued by a third-party appraisal agency as of June 30, 2025, the reference date for Bing Shan Pat.
The aforementioned transaction constitutes a related-party transaction. On August 1, 2025, the Company’s independent directors convened a special meeting of the Independent Directors’ Committee and approved the submission of this proposal for consideration by the Board of Directors. In connection with the deliberation of this proposal, the related directors Ji Zhijian, Xu Wei, Song Wenbao, Kinoshita Ayumu, and Nishimoto Shigeyuki recused themselves.
(For details, please refer to the Company’s “Announcement on Related-Party Transaction Regarding the Subsidiary’s Acquisition of Equity in Dalian Bingshan Part Technology Co., Ltd.” issued on the same day.)
Approvals: 4; Opposites: 0; Abstentions: 0.
4. Report on the Acquisition of Plant and Equipment from BingShan SongYang Cold Chain (Dalian) Co., Ltd.
To optimize the production layout and foster industrial clustering, the Company is approved to acquire certain factory buildings, structures, machinery, equipment, and electronic equipment from Bingshan Songyang Cold Chain (Dalian) Co., Ltd. The acquired factory buildings have a gross floor area of approximately 19,660.60 square meters, and the acquired structures, machinery, equipment, and electronic equipment will be used to support production operations.
The purchase price for the factory buildings and structures, as well as the machinery and electronic equipment, is set at RMB 48.0095 million, based on the appraisal value issued by a third-party appraisal agency as of April 30, 2025.
The aforementioned transaction constitutes a related-party transaction. On August 1, 2025, the Company’s independent directors convened a special meeting of the Independent Directors’ Committee and approved the submission of this proposal for consideration by the Board of Directors. In connection with the deliberation of this proposal, the related directors Ji Zhijian, Xu Wei, Song Wenbao, Kinoshita Ayumu, and Nishimoto Shigeyuki recused themselves.
(For details, please refer to the Company’s “Announcement on Related-Party Transaction Regarding the Acquisition of Factory Buildings and Equipment of Bingshan Songyang Cold Chain (Dalian) Co., Ltd.” issued on the same day.)
Approvals: 4; Opposites: 0; Abstentions: 0.
5. Report on Amendments to the Company Charter
(For details, please refer to the Company’s “Announcement on Amendments to the Articles of Association and Certain Corporate Governance Policies” issued on the same day.)
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
6. Report on Amendments to the Rules of Procedure for the Shareholders’ Meeting
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
7. Report on Amendments to the Rules of Procedure for Board Meetings
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
8. Report on Amendments to the Detailed Rules for Implementing the Cumulative Voting System
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
9. Report on the Basic Matters Regarding the Convening of the First Extraordinary General Meeting of Shareholders for 2025
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
Among the foregoing proposals, Proposals 5, 6, 7, and 8 still require approval at the Company’s First Extraordinary General Meeting of 2025.
III. Supporting Documents for Review
1. A resolution of the Board of Directors signed by the directors in attendance and sealed with the Board’s official seal.
Board of Directors of BingShan Cold & Hot Technology Co., Ltd.
August 14, 2025