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 18th Meeting of the 9th Board of Directors

Securities Code: 000530; 200530 Security Abbreviation: Bingshan Cold & Heat; Bingshan B Announcement No.: 20 23-0 29

 

Iceberg Cold & Heat Technology Co., Ltd.

Announcement of Resolutions Adopted at the 18th Meeting of the 9th 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 served in writing on November 17, 2023.

2. This board meeting was held on November 23, 2023, 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. Report on Subsidiary Bingshan Songyang Compressor (Dalian) Co., Ltd.’s Purchase of an Unlicensed Factory Building from Dalian Bingshan Group Co., Ltd.

Given that there is a defect in the property rights to a parcel of land and buildings owned by the Company’s subsidiary, Bingshan Songyang Compressor (Dalian) Co., Ltd. (“Songyang Compressor”), it is agreed that Songyang Compressor shall acquire from Dalian Bingshan Group Co., Ltd. an unlicensed factory building with a gross floor area of 6,487.59 square meters, so as to achieve integrated ownership of the land and the building and facilitate the smooth issuance of the property ownership certificate.

The purchase price for the unlicensed factory building is set at RMB 12.7481 million, based on the market value determined by a third-party appraisal agency as of the valuation date of July 31, 2023, with a unit price of RMB 1,965 per square meter.

The aforementioned transaction constitutes a related-party transaction. On November 17, 2023, 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. The related directors—Ji Zhijian, Fan Wen, Song Wenbao, Tang Ye Mao, and Nishimoto Shigeyuki—recused themselves from the deliberation of this proposal. (For further details, please refer to the Company’s “Announcement on the Related-Party Transaction Involving the Purchase by Bingshan Songyang Compressor (Dalian) Co., Ltd., a Subsidiary of the Company, of an Unlicensed Factory Building from Dalian Bingshan Group Co., Ltd.” issued on the same day.)

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

2. Report on the Dismissal and Appointment of the Company’s General Manager

In accordance with the Company’s development needs, Mr. Yin Xide is hereby relieved of his position as General Manager of the Company; upon nomination by the Chairman of the Board, Mr. Cai Liyong is appointed as the new General Manager, effective January 1, 2024. The term of office for Mr. Cai shall expire on the date on which the term of the Company’s Ninth Board of Directors comes to an end.

The company’s independent directors convened a special meeting of the independent directors’ committee to review the aforementioned dismissal and appointment of the company’s general manager and reached a clear opinion on the review.

(For details, please refer to the Company’s “Announcement on the Dismissal and Appointment of the Company’s General Manager” issued on the same day.)

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

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.

November 24, 2023

 

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