Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.

Iceberg Hot and Cold

Harmonious Iceberg, Soaring Dreams


Announcement of Resolutions Adopted at the Third Meeting of the Tenth Board of Directors

Securities Code: 000530; 200530 Securities Abbreviation: Bingshan Refrigeration & Heating; Bingshan B Announcement No.: 2025-007

 

Iceberg Cold & Heat Technology Co., Ltd.

Announcement of Resolutions Adopted at the Third Meeting of the Tenth Board of Directors

 

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 April 10, 2025.

2. This board meeting was held on April 22, 2025, in a hybrid format combining in-person and video conferencing.

3. Nine directors were required to vote, and all nine directors actually voted.

4. This board meeting was chaired by Mr. Ji Zhijian, Chairman of the Company.

5. 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. 2024 Annual Work Report of the Company General Manager

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

2. 2024 Annual Work Report of the Company’s Board of Directors

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

3. Company’s 2024 Annual Financial Settlement Report

The Audit Committee of the Company’s Board of Directors has reviewed and approved the matter and agreed to submit it to the Board for consideration.

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

4. Report on the Company’s Proposed Profit Distribution Plan for 2024

Based on the company’s latest total share capital of 843,212,507 shares, a cash dividend of RMB 0.50 per 10 shares (inclusive of tax) will be distributed, totaling RMB 42.161 million. The cash dividend for B shares will be converted into Hong Kong dollars for payment.

If there is any change in the company’s share capital between the date of disclosure of this contingency plan and the record date for the implementation of the profit distribution plan, the distribution ratio shall be adjusted accordingly on the principle that the total amount of the distribution remains unchanged.

The foregoing contingency plans shall be submitted to the Company’s 2024 Annual General Meeting for approval.

(For details, please refer to the Company’s “Announcement on the Proposed Profit Distribution for 2024” issued on the same day.)

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

5. Company’s 2024 Annual Report

The Audit Committee of the Company’s Board of Directors has reviewed and approved the matter and agreed to submit it to the Board for consideration.

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

6. Company’s First Quarter Report for 2025

The Audit Committee of the Company’s Board of Directors has reviewed and approved the matter and agreed to submit it to the Board for consideration.

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

7. Company’s 2024 Internal Control Evaluation Report

The Audit Committee of the Company’s Board of Directors has reviewed and approved the matter and agreed to submit it to the Board for consideration.

(For details, please refer to the CNINFO website at http://www.cninfo.com.cn.)

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

8. 2024 Corporate Social Responsibility Report

(For details, please refer to the CNINFO website at http://www.cninfo.com.cn.)

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

9. Annual Report on the Performance of Duties by the Company’s Independent Directors for 2024

(For details, please refer to the CNINFO website at http://www.cninfo.com.cn.)

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

10. Report on the Provision for Impairment of Assets

(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.

11. Report on Authorizing the Company’s Chairman and Management to Apply for Bank Credit Lines and Loan Limits for the Year 2025

The Company’s General Manager and Chief Financial Officer are authorized to arrange comprehensive bank credit facilities with a total amount not exceeding RMB 1.4 billion, and the Chairman of the Board is authorized to obtain loans with a total amount not exceeding RMB 800 million (excluding acquisition financing). The authorization shall be effective from April 1, 2025, to September 30, 2026.

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

12. Report on the Company’s Estimated Routine Related-Party Transactions for 2025

On April 10, 2025, the Company’s independent directors convened a special meeting of the Independent Directors’ Committee, at which the proposal was reviewed and approved, and it was agreed to submit the proposal to the Board of Directors for consideration.

Based on the 2024 routine related-party transactions and in conjunction with the Company’s 2025 business plan, the total amount of routine related-party transactions for the full year 2025 is estimated to be approximately RMB 973 million, including approximately RMB 313 million for the procurement of complete-system supporting products from related parties and approximately RMB 660 million for the sale of supporting components to related parties.

(1) Regarding the Company’s Estimated Routine Related Party Transactions for 2025 with Shareholder Dalian Bingshan Group Co., Ltd. and Its Controlled Subsidiaries

In 2025, the Company expects the total amount of routine related-party transactions with its shareholder, Dalian BingShan Group Co., Ltd., and its controlled subsidiaries to be approximately RMB 302 million, including approximately RMB 101 million for the procurement of complete-project supporting products from related parties and approximately RMB 201 million for the sale of supporting components to related parties.

Directors Ji Zhijian, Xu Wei, Song Wenbao, Kinoshita Ayumu, and Nishimoto Shigeyuki recused themselves from the deliberation of this proposal.

Approvals: 4; Opposites: 0; Abstentions: 0.

(2) Estimated Routine Related Party Transactions for Fiscal Year 2025 Between the Company and Companies Directly or Indirectly Controlled by Its Affiliated Party, Panasonic Holdings Corporation

In 2025, the Company expects the total amount of routine related-party transactions with companies directly or indirectly controlled by its affiliated party, Panasonic Holdings Corporation, to be approximately RMB 320 million, including approximately RMB 30 million for the procurement of complete-project supporting products from related parties and approximately RMB 290 million for the sale of supporting components to related parties.

Directors Ayumu Kinoshita and Shigeyuki Nishimoto recused themselves from the deliberation of this proposal.

Approvals: 7; Opposites: 0; Abstentions: 0.

(3) Regarding the Company’s Estimated Routine Related-Party Transactions for 2025 with Other Related Parties

In 2025, the Company expects the total amount of routine related-party transactions with other affiliated parties to be approximately RMB 351 million, including approximately RMB 182 million for the procurement of complete-set project supporting products from related parties and approximately RMB 169 million for the sale of supporting components to related parties.

Directors Ji Zhijian and Xu Wei recused themselves from the deliberation of this proposal.

Approvals: 7; Opposites: 0; Abstentions: 0.

(For details, please refer to the Company’s “Announcement on the Estimated Routine Related-Party Transactions for 2025” issued on the same day.)

13. Report on the Appointment of the Company’s 2025 Audit Firm

It is proposed to re-engage ShinWing Certified Public Accountants (Special General Partnership) as the Company’s auditor for the year 2025 to conduct an integrated audit of the Company’s financial statements and internal controls. In accordance with the relevant fee-setting standards and the specific circumstances of the audit engagement, the proposed annual fees payable to ShinWing Certified Public Accountants (Special General Partnership) are RMB 770,000 for the audit of the financial statements (RMB 770,000 in 2024) and RMB 300,000 for the audit of internal controls, with all other audit-related expenses to be borne by the firm.

The Audit Committee of the Company’s Board of Directors has reviewed and approved the matter and agreed to submit it to the Board for consideration.

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

(For details, please refer to the Company’s “Announcement on the Proposed Reappointment of the Accounting Firm” issued on the same day.)

14. Report on the Revision of Relevant Management Systems

In accordance with the revised regulatory rules, the Company intends to concurrently revise the “Board Secretary Work Regulations” and the “Related-Party Transaction Management Regulations.”

(For details, please refer to Cninfo at http://www.cninfo.com.cn.)

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

15. Report on the Evaluation of the Performance of Accounting Firms in 2024 and Report by the Audit Committee on the Oversight Responsibilities of Accounting Firms

(For details, please refer to the Company’s announcement issued on the same day, “Evaluation Report on the Performance of Duties by the Accounting Firm for the Year 2024 and Announcement by the Audit Committee on Its Supervisory Responsibilities Toward the Accounting Firm.”)

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

16. Report on Changes in Accounting Policies

(For details, please refer to Cninfo at http://www.cninfo.com.cn.)

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

17. Report on the Termination of the 2024 Simplified Procedure for the Issuance of A Shares to Specific Investors

In light of the current capital market environment, the Company’s actual circumstances, the situation of the intermediary institutions, and a host of other relevant factors, and following thorough consultations with all concerned parties and careful analysis, the Company has now decided to terminate the proposed 2024 issuance of A-shares to specific investors through the simplified procedure.

(For further details, please refer to the Company’s “Announcement on Terminating the 2024 Simplified Procedure for the Issuance of A Shares to Specific Investors” issued on the same day.)

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

18. Report on the Absorption Merger of a Wholly-Owned Subsidiary

To optimize the company’s management structure and enhance sales operational efficiency, the company proposes to absorb and merge its wholly owned subsidiary, Dalian Bingshan Group Sales Co., Ltd.

(For details, please refer to the Company’s “Announcement on the Absorption Merger of a Wholly Owned Subsidiary” issued on the same day.)

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

19. Report on Wuxin Refrigeration’s Absorption Merger of Wuhan Lanning

To effectively integrate internal resources and enhance management efficiency, it is proposed that Wuhan New World Refrigeration Industry Co., Ltd., a wholly owned subsidiary of the Company, absorb and merge its wholly owned subsidiary, Wuhan Lanning Energy Technology Co., Ltd.

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

20. Report on the Basic Matters Regarding the Convening of the 2024 Annual General Meeting

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

Among the foregoing proposals, Proposals 2, 3, 4, 5, 11, 12, 13, and 18 still require approval by the Company’s 2024 Annual General Meeting.

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.

2. Minutes of the Special Meeting of Independent Directors.

3. Minutes of the Audit Committee Meeting of the Board of Directors.

 

Board of Directors of Iceberg Cold & Heat Technology Co., Ltd.

April 24, 2025

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