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Announcement of Resolutions Adopted at the 19th Meeting of the 9th Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Bingshan Refrigeration & Heating; Bingshan B Announcement No.: 2024-002
Iceberg Cold & Heat Technology Co., Ltd.
Announcement of Resolutions Adopted at the 19th Meeting of the 9th 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 January 16, 2024.
2. This board meeting was held on January 23, 2024, 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 Sale of Machinery, Equipment, Inspection Tools, and Molds by a Subsidiary
To optimize capacity planning, streamline production layout, and enhance manufacturing efficiency, the Company’s subsidiary, Bingshan Songyang Compressor (Dalian) Co., Ltd. (“Songyang Compressor”), intends to sell a batch of machinery and equipment along with associated inspection tools and molds. The purchaser is Panasonic Wanbao (Guangzhou) Compressor Co., Ltd.
The sale price for this transaction is set at RMB 27.4618 million, based on the market value determined by a third-party appraisal agency as of the valuation date of December 31, 2023.
The aforementioned transaction constitutes a related-party transaction. On January 16, 2024, 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. Related directors Shigeru Tono and Shigeyuki Nishimoto recused themselves from deliberating this proposal. (For further details, please refer to the Company’s “Announcement on the Related-Party Transaction Involving the Sale of Machinery, Equipment, Inspection Tools, and Molds by a Subsidiary” issued on the same day.)
Approvals: 7; 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 Iceberg Cold & Heat Technology Co., Ltd.
January 25, 2024