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Announcement of Resolutions Adopted at the 13th Meeting of the Supervisory Board of the Ninth Term
Securities Code: 000530; 200530 Security Abbreviation: Bingshan Cold & Heat; Bingshan B Announcement No.: 20 24 -036
Iceberg Cold & Heat Technology Co., Ltd.
Announcement of Resolutions Adopted at the 13th Meeting of the Supervisory Board of the Ninth Term
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The Company and all members of the Supervisory Board hereby guarantee 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 the Supervisory Board Meetings
1. Notice of this Supervisory Board meeting was issued in writing on December 10, 2024.
2. This meeting of the Supervisory Board was held on December 19, 2024, by way of on-site voting.
3. The required number of supervisors to attend the meeting is three, and the actual number of supervisors who attended is three.
4. This meeting of the Supervisory Board was chaired by Mr. Hu Xitang, Chairman of the Supervisory Board.
5. The convening of this meeting of the Supervisory Board complies with the provisions of applicable laws, administrative regulations, departmental rules, normative documents, and the Company’s Articles of Association.
II. Review of the Supervisory Board Meeting
1. Proposal on the Company’s Compliance with the Conditions for Issuing A Shares to Specific Investors via a Simplified Procedure
In accordance with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Measures for the Administration of Registration of Securities Issuance by Listed Companies, and other relevant laws, regulations, normative documents, as well as the provisions of the Company Charter, and after a thorough comparison with the requirements for listed companies to issue A-shares to specific investors through the simplified procedure, together with a item-by-item self-examination and verification of the company’s actual circumstances, the Supervisory Board is of the opinion that the company meets all the conditions stipulated in the applicable current laws, regulations, and normative documents for listed companies to issue A-shares to specific investors under the simplified procedure.
Approvals: 3; Opposites: 0; Abstentions: 0.
2. Proposal on the Company’s 2024 Plan to Issue A Shares to Specific Investors via a Simplified Procedure
In accordance with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Measures for the Administration of Registration of Securities Issuance by Listed Companies, and other relevant laws, regulations, normative documents, as well as the provisions of the Company Charter and the authorization granted by the 2023 Annual General Meeting of Shareholders, the Company has formulated a proposal for the issuance of A-shares to specific investors in 2024 through a simplified procedure, the details of which are set out below:
(1) Types and par value of shares issued
The shares to be issued in this private placement are domestically listed Renminbi ordinary shares (A shares), with a par value of RMB 1.00 per share.
Approvals: 3; Opposites: 0; Abstentions: 0.
(2) Issuance Method and Timing
This offering will be conducted through a simplified procedure for the issuance of A-shares to specific investors, with subscription payments to be completed within ten business days following the China Securities Regulatory Commission’s decision to register the offering.
Approvals: 3; Opposites: 0; Abstentions: 0.
(3) Issuance Targets and Subscription Methods
In this offering of A-shares to specific investors under the simplified procedure, the number of eligible specific investors shall not exceed 35 (inclusive), as defined by the China Securities Regulatory Commission. Eligible categories include asset management companies for securities investment funds, securities firms, trust companies, finance companies, insurance institutional investors, qualified foreign institutional investors, and RMB-qualified foreign institutional investors (including the proprietary accounts of the aforementioned investors or the accounts of investment products they manage), as well as other legal entities, natural persons, or other qualified investors as prescribed by the CSRC. Notably, if an asset management company for securities investment funds, a securities firm, a qualified foreign institutional investor, or an RMB-qualified foreign institutional investor subscribes on behalf of two or more products under its management, such subscription shall be deemed to constitute a single subscriber; furthermore, when a trust company acts as a subscriber, it may only subscribe using its own funds.
The final subscribers shall be determined by the Company’s Board of Directors, pursuant to the authorization granted by the Shareholders’ Meeting, in consultation with the sponsor (lead underwriter) in accordance with applicable laws, regulations, and normative documents, as well as the results of the issuance bidding process. All subscribers shall subscribe for the shares issued in this private placement at the same price and shall make payment in cash. Should any new provisions be promulgated by national laws, regulations, rules, or normative documents governing the issuance of A-shares to specific investors through a simplified procedure, the Company shall make corresponding adjustments in accordance with such new provisions.
Approvals: 3; Opposites: 0; Abstentions: 0.
(4) Pricing Benchmark Date, Issue Price, and Pricing Principles
The pricing benchmark date for this offering shall be the first day of the offering period, and the offering price shall not be lower than 80% of the average trading price of the Company’s A-shares over the 20 trading days preceding the pricing benchmark date (average trading price over the 20 trading days preceding the pricing benchmark date = total trading value over the 20 trading days preceding the pricing benchmark date / total trading volume over the 20 trading days preceding the pricing benchmark date).
If, between the pricing benchmark date and the issuance date, the Company’s shares undergo any rights-adjustment or dividend-adjustment events, such as cash dividends, stock dividends, or capitalization of capital reserves into share capital, the issue price shall be adjusted accordingly. The adjustment formula is as follows:
Cash dividend distribution: P 1 = P 0-D
Distribution of bonus shares or capitalization of reserves: P 1 = P 0 /(1+N)
Two tasks are being performed simultaneously: P 1 =(P 0 -D)/(1+N)
Among them, P 1 To adjust the post-issuance price, P 0 To adjust the pre-adjustment issue price, D represents the cash dividend per share, and N represents the number of bonus shares issued or capitalised shares added per share.
The final offering price shall be determined by the Company’s Board of Directors, in accordance with the authorization granted by the Shareholders’ Meeting and relevant regulations, through consultation with the sponsor (lead underwriter) based on the results of the bookbuilding process.
Approvals: 3; Opposites: 0; Abstentions: 0.
(5) Number of Shares Issued
The number of shares to be issued shall be determined by dividing the total funds to be raised by the issue price, with the total funds raised not exceeding RMB 300 million and not exceeding 20% of the company’s net assets as of the end of the most recent fiscal year. The number of shares issued shall also not exceed 30% of the company’s total share capital prior to this issuance.
The final number of shares to be issued shall be determined by the Board of Directors, in consultation with the sponsor (lead underwriter), based on the authorization granted by the Shareholders’ Meeting, the relevant regulations of the China Securities Regulatory Commission, and the actual subscription results. In the event that the Company undertakes any rights- or dividend-adjusting actions, such as cash dividends, bonus shares, or capitalization of capital reserves into share capital, prior to this offering, the maximum number of shares to be issued shall be adjusted accordingly; the final number of shares to be issued shall be subject to the registration approval granted by the China Securities Regulatory Commission.
Approvals: 3; Opposites: 0; Abstentions: 0.
(6) Lock-up Period
Upon completion of this issuance, the shares subscribed by the designated investors shall be subject to a six-month lock-up period commencing on the date of completion of the issuance. Where laws, regulations, rules, and normative documents provide otherwise with respect to the lock-up period, such provisions shall prevail.
Upon completion of this issuance, any shares of the Company acquired by the subscribers as a result of stock dividends or capitalization of capital reserves into share capital shall also be subject to the aforementioned lock-up period, and such shares shall be released from the lock-up in accordance with the relevant regulations of the China Securities Regulatory Commission, the Shenzhen Stock Exchange, and other regulatory authorities upon expiration of the lock-up period. If the aforementioned lock-up period is inconsistent with the provisions of applicable laws, regulations, and normative documents in effect at the time, or with the latest regulatory requirements of the securities regulatory authorities, it shall be adjusted accordingly in accordance with the relevant provisions or regulatory requirements.
Approvals: 3; Opposites: 0; Abstentions: 0.
(7) Amount of Funds Raised and Their Use
The total proceeds from this A-share offering are expected to not exceed RMB 196.3773 million (inclusive), and the net proceeds after deducting related issuance expenses will be entirely invested in the following projects:
Unit: ten thousand yuan
|
Serial Number |
Project |
Total investment |
Proposed Use of Raised Funds |
|
1 |
Digital and Intelligent Upgrade Project for the Scroll Compressor Production Line |
12,885.16 |
12,885.16 |
|
2 |
Vortex Compressor R&D Platform Upgrade Project |
2,752.58 |
2,752.58 |
|
3 |
Supplement working capital |
4,000.00 |
4,000.00 |
|
Total |
19,637.73 |
19,637.73 |
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Prior to the receipt of proceeds from this share issuance, the Company may, as required by the projects, finance the initial investments using its own funds, bank loans, or other means, and shall, upon the receipt of such proceeds, replace these upfront expenditures in accordance with applicable laws and regulations. Following the receipt of proceeds from this share issuance, if the net proceeds actually raised are less than the total amount of funds planned to be invested in the aforementioned projects, the Board of Directors, without altering the intended investment projects, may, based on the actual needs of each project, make appropriate adjustments to the amounts allocated to each project and to the priority order for fund allocation; any resulting funding shortfall shall be covered by the Company through self-financing.
Approvals: 3; Opposites: 0; Abstentions: 0.
(8) Arrangements for Retained Earnings Not Yet Distributed
Prior to the completion of this issuance of A-shares to specific investors under the simplified procedure, the company’s accumulated undistributed profits will be shared by both existing and new shareholders in proportion to their respective shareholdings following the completion of the issuance.
Approvals: 3; Opposites: 0; Abstentions: 0.
(9) Place of Listing
The shares issued in this offering will be listed and traded on the Shenzhen Stock Exchange.
Approvals: 3; Opposites: 0; Abstentions: 0.
(10) Term of Validity of the Resolution on This Offering
The validity period of the resolution on this share issuance shall commence on the date it is approved at the Company’s 2023 Annual General Meeting and expire on the date of the Company’s 2024 Annual General Meeting. Should new provisions be enacted under national laws and regulations governing the issuance of shares to specific investors through a simplified procedure, the Company shall make corresponding adjustments in accordance with such new provisions.
Approvals: 3; Opposites: 0; Abstentions: 0.
3 Proposal on the Company’s 2024 Plan for Issuing A Shares to Specific Investors via a Simplified Procedure
For detailed information, please refer to the “Pre-Plan for the 2024 Issuance of A Shares to Specific Investors via a Simplified Procedure” disclosed by the Company on the same day on the CNINFO website (www.cninfo.com.cn).
Approvals: 3; Opposites: 0; Abstentions: 0.
4. Proposal for the Feasibility Study and Analysis Report on the Company’s 2024 Plan to Issue A Shares to Specific Investors via a Simplified Procedure
For detailed information, please refer to the “Feasibility Study and Analysis Report on the 2024 Simplified Procedure for the Issuance of A Shares to Specific Investors by Bingshan Cold & Heat Technology Co., Ltd.,” which the Company disclosed on the same day on the CNINFO website (www.cninfo.com.cn).
Approvals: 3; Opposites: 0; Abstentions: 0.
5. Proposal on the Feasibility Analysis Report Regarding the Use of Funds Raised through the Simplified Procedure for the Issuance of A Shares to Specific Investors in 2024
For detailed information, please refer to the “Feasibility Analysis Report on the Use of Funds Raised through the Simplified Procedure for the Issuance of A Shares to Specific Investors in 2024” disclosed by the Company on the same day on the CNINFO website (www.cninfo.com.cn).
Approvals: 3; Opposites: 0; Abstentions: 0.
6. Proposal on the Exemption from Preparing a Report on the Use of Previously Raised Funds
Given that more than five fiscal years have elapsed since the proceeds from the Company’s previous fundraising were received, and that the Company has not raised capital through rights issues, additional share offerings, private placements, or the issuance of convertible corporate bonds in each of the most recent five fiscal years, the Company is exempt from preparing a report on the use of proceeds from the previous fundraising and from engaging an accounting firm to issue an attestation report on such use when conducting this simplified private placement of A-shares.
For detailed information, please refer to the “Announcement of Bingshan Refrigeration & Heating Technology Co., Ltd. on the Exemption from Preparing the Report on the Use of Proceeds from the Previous Fundraising” disclosed by the Company on the same day on the CNINFO website (www.cninfo.com.cn).
Approvals: 3; Opposites: 0; Abstentions: 0.
7. Proposal on Risk Warnings Regarding the Dilution of Immediate Returns from the Company’s 2024 Issuance of A Shares to Specific Investors via a Simplified Procedure, as well as Measures to Replenish Such Returns and Commitments by Relevant Parties
For detailed information, please refer to the Company’s “Announcement of Bingshan Refrigeration & Heating Technology Co., Ltd. on Risk Warnings Regarding Dilution of Immediate Returns from the 2024 Simplified Private Placement of A Shares to Specific Investors, as well as Measures to Replenish Such Returns and Commitments by Relevant Parties,” which was disclosed on the same day on the CNINFO website (www.cninfo.com.cn).
Approvals: 3; Opposites: 0; Abstentions: 0.
III. Supporting Documents for Review
1. Resolutions of the Supervisory Board signed by the attending supervisors.
Supervisory Board of Bingshan Cold & Heat Technology Co., Ltd.
December 20, 2024