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Announcement of Resolutions Adopted at the 19th Meeting of the 8th Board of Directors
Securities Code: 000530 ; 200530 Security Abbreviation: Bingshan Cold & Heat; Bingshan B Announcement No.: 2021-036
Iceberg Cold & Heat Technology Co., Ltd.
Announcement of Resolutions Adopted at the 19th 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 September 22, 2021.
2. This board meeting was held on September 29, 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. Proposal on Entering into a Financial Leasing Sales Cooperation with Dalian Bingshan Group Huahuida Financial Leasing Co., Ltd.
To innovate the sales model and strengthen accounts receivable collection, the Company has agreed to collaborate with Dalian Bingshan Group Huahuida Financial Leasing Co., Ltd. (“Huahuida”) under a financial leasing sales arrangement, whereby Huahuida, at the instruction of the lessee Guizhou Pubu Cold Chain Food Investment Co., Ltd. (“Pubu Cold Chain”), intends to purchase the Company’s cold storage equipment.
The transaction price for this deal has been mutually agreed upon by the Company and Waterfall Cold Chain at RMB 25.705 million, based on prevailing market prices.
The aforementioned transaction constitutes a related-party transaction. On September 22, 2021, the Company’s independent directors provided their prior approval for this proposal and agreed to submit it to the Board of Directors for consideration. Related directors Ji Zhijian and Xu Junrao recused themselves from the deliberation of this proposal.
Approvals: 7; Opposites: 0; Abstentions: 0.
2. Proposal on Providing a Guarantee to Guizhou Waterfall Cold-Chain Food Investment Co., Ltd.
Based on the aforementioned financial leasing arrangement, the Company has agreed with Huahuida and Pudao Cold Chain that the Company will assume responsibility for advancing delayed lease payments and providing a buyback guarantee for Pudao Cold Chain.
On September 22, 2021, the Company’s independent directors provided their prior approval for this proposal and agreed to submit it to the Board of Directors for consideration.
Approvals: 9; Opposites: 0; Abstentions: 0
For detailed information on the aforementioned proposal, please refer to the “Notice of Related-Party Transactions Involving Financial Leasing and External Guarantees of Bingshan Cold & Heat Technology Co., Ltd.” disclosed by the Company on September 30, 2021, in the China Securities Journal and on the CNINFO website (http://www.cninfo.com.cn).
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. Opinion of the Independent Directors.
Board of Directors, Bingshan Cold & Heat Technology Co., Ltd.
September 30, 2021
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