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Announcement of Resolutions Adopted at the Second Meeting of the Tenth Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Bingshan Refrigeration & Heating; Bingshan B Announcement No.: 2025-002
Iceberg Cold & Heat Technology Co., Ltd.
Announcement of Resolutions Adopted at the Second Meeting 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 February 28, 2025.
2. This board meeting was held on March 7, 2025, by way of written resolution.
3. Seven directors were required to vote, and all seven 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. Report on the 2024 Annual Routine Related-Party Transactions Exceeding the Estimated Amount with Certain Related Parties
According to preliminary statistics from the Company’s Financial Management Department, as of December 2024, the aggregate amount of the Company’s routine related-party transactions for the year 2024 with certain related parties has exceeded the projected amount and meets the disclosure threshold, thereby requiring review by the Board of Directors. The excess amount of such routine related-party transactions with certain related parties is approximately RMB 34.09 million, primarily consisting of sales of products by the Company’s subsidiaries to these related parties.
On February 28, 2025, the Company’s independent directors convened a special meeting to deliberate this proposal and agreed to submit it to the Board of Directors for consideration. Related directors Ayumu Kinoshita and Shigeyuki Nishimoto recused themselves from the deliberation of this proposal.
Approvals: 7; Opposites: 0; Abstentions: 0.
2. Report on the Company’s Routine Related-Party Transactions with Certain Affiliates for January–February 2025
According to preliminary statistics from the Company’s Financial Management Department, as of February 2025, the aggregate amount of routine related-party transactions with certain related parties has reached the disclosure threshold and is therefore subject to review by the Board of Directors. The total value of such routine related-party transactions is approximately RMB 97.03 million, comprising approximately RMB 15.43 million in purchases of complete project support products from related parties and approximately RMB 81.60 million in sales of supporting components to related parties.
On February 28, 2025, the Company’s independent directors convened a special meeting to deliberate this proposal and agreed to submit it to the Board of Directors for consideration. In connection with the deliberation of this proposal, the related directors Ji Zhijian, Xu Wei, Kinoshita Ayumu, and Nishimoto Shigeyuki recused themselves.
Approvals: 5; Opposites: 0; Abstentions: 0.
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.
Board of Directors of BingShan Cold & Heat Technology Co., Ltd.
March 8, 2025
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