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Announcement of Resolutions Adopted at the 20th Meeting of the 8th Board of Directors
Securities Code: 000530 ; 200530 Securities Abbreviation: Bingshan Cold & Heat; Bingshan B Announcement No.: 2021-039
Iceberg Cold & Heat Technology Co., Ltd.
Announcement of Resolutions Adopted at the 20th Meeting of the 8th 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 served in writing on October 19, 2021.
2. This board meeting was held on October 27, 2021, 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. The Company’s Third Quarter Report for 2021.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
2. Report on the Acquisition of Equity in Dalian Bingshan Air-Conditioning Equipment Co., Ltd.
To strengthen the Company’s specialized air-conditioning business, the Company has agreed to acquire a 30% equity interest in Dalian Bingshan Air-Conditioning Equipment Co., Ltd. (“Bingshan Air-Conditioning”) held by Showa Iron Works Co., Ltd.
The consideration for this equity transfer is set at RMB 8.77 million, based on the net asset valuation report issued by a third-party appraisal agency as of December 31, 2020, and determined through mutual negotiation between the parties.
Upon completion of this equity transfer, the Company will hold 100% of the equity in Bingshan Air Conditioning, which will facilitate the implementation of integrated operations, enhance the efficiency of business decision-making, optimize resource integration and synergy, strengthen the specialized air-conditioning business, and contribute to the improvement of the Company’s core business.
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.
Board of Directors, Bingshan Cold & Heat Technology Co., Ltd.
October 28, 2021