Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.

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Announcement of Resolutions Adopted at the 21st Meeting of the 8th Board of Directors

Securities Code: 000530; 200530 Securities Abbreviation: Bingshan Refrigeration & Heating; Bingshan B Announcement No.: 2021-042

 

Iceberg Cold & Heat Technology Co., Ltd.

Announcement of Resolutions Adopted at the 21st Meeting of the 8th 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 19, 2021.

2. This board meeting was held on November 26, 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. Report on the Transfer of Equity in Panasonic Refrigeration (Dalian) Co., Ltd.

The Company agrees to transfer its 40% equity interest in Panasonic Refrigeration (Dalian) Co., Ltd. (“Panasonic Refrigeration”) to Panasonic Electric Appliances (China) Co., Ltd. (“Panasonic China”). Upon completion of this equity transfer, the Company will no longer hold any equity interest in Panasonic Refrigeration.

The consideration for this equity transfer is set at RMB 174.9352 million, based on the net asset valuation report issued by a third-party appraisal agency as of June 30, 2021, the reference date for Panasonic Refrigeration.

The aforementioned transaction constitutes a related-party transaction. On November 19, 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 Sadakiyo Yokoo and Shigeyuki Nishimoto recused themselves from the deliberation of this proposal.

Approvals: 7; Opposites: 0; Abstentions: 0.

This proposal still requires approval at the First Extraordinary General Meeting of Shareholders in 2021.

For detailed information on the aforementioned proposal, please refer to the Company’s “Announcement on Related-Party Transaction Involving the Transfer of Equity in Panasonic Refrigeration (Dalian) Co., Ltd.,” disclosed on November 27, 2021, in the China Securities Journal and on the CNINFO website (http://www.cninfo.com.cn).

2. Report on Matters Relating to the Convening of the First Extraordinary General Meeting of Shareholders for 2021

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. Opinion of the Independent Directors.

 

Board of Directors of Iceberg Cold & Heat Technology Co., Ltd.

November 27, 2021

 

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