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


6. Proposal Regarding the Compliance of This Transaction with the Relevant Provisions of Article 11 of the Measures for the Administration of Major Asset Restructuring of Listed Companies and the Non-Applicability of Articles 43 and 44

2022 Document No. 6 of the Second Extraordinary General Meeting of the Year

 

Proposal Regarding the Compliance of This Transaction with the Relevant Provisions of Article 11 of the Measures for the Administration of Major Asset Restructuring of Listed Companies and the Non-Applicability of Articles 43 and 44

 

Dear Shareholders:

In accordance with the Requirements of the Measures for the Administration of Major Asset Restructuring of Listed Companies, and following a prudent analysis of whether this transaction complies with Article 11 of the Measures, the Board of Directors of the Company has determined that:

1 This transaction complies with the state’s industrial policies and with the provisions of relevant laws and administrative regulations on environmental protection, land management, antitrust, and other matters.

2 This transaction will not cause the listed company to fail to meet the stock listing requirements.

3 The asset valuation in this transaction is fair and does not prejudice the legitimate rights and interests of the listed company and its shareholders.

4 1. The assets involved in this transaction have clear ownership, there are no legal obstacles to the transfer or assignment of such assets, and the handling of related creditor rights and debts is lawful;

5 This transaction is conducive to enhancing the listed company’s ability to continue operations, and there is no scenario in which the listed company’s principal assets after the restructuring would consist solely of cash or lack any specific operating business.

6 This transaction will help the listed company maintain independence from its actual controller and related parties in terms of business operations, assets, finances, personnel, and organizational structure, thereby complying with the relevant regulations of the China Securities Regulatory Commission on the independence of listed companies.

7 This transaction is conducive to the listed company establishing or maintaining a sound and effective corporate governance structure.

 

In accordance with the Requirements of the Measures for the Administration of Major Asset Restructurings of Listed Companies, and following a prudent analysis of whether this transaction complies with Articles 43 and 44 of the Measures, the Board of Directors of the Company has determined that:

The Company will settle the entire transaction consideration in cash; therefore, the provisions of Articles 43 and 44 of the Measures for the Administration of Restructuring regarding the issuance of shares to acquire assets shall not apply.

Please review the above report.

 

                             2022 November 1st, Year

 

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