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 Fourth Meeting of the Ninth Board of Directors

Securities Code: 000530; 200530 Securities Abbreviation: Bingshan Refrigeration & Heating; Bingshan B Announcement No.: 2022-020

 

Iceberg Cold & Heat Technology Co., Ltd.

Announcement of Resolutions Adopted at the Fourth Meeting of the Ninth 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 April 11, 2022.

2. This board meeting was held on April 22, 2022, in a hybrid format combining in-person and video conferencing.

3. Nine directors were required to vote, and all nine directors actually voted.

4. This board meeting was chaired by Mr. Ji Zhijian, Chairman of the Company.

5. 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. 2021 Annual Work Report of the Company’s General Manager

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

2. 2021 Annual Work Report of the Company’s Board of Directors

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

3. Company’s 2021 Annual Financial Settlement Report

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

4. Report on the Proposed Profit Distribution Plan for the Year 2021

According to the audit conducted by ShinWing Certified Public Accountants, the parent company recorded a net loss of RMB 86.252 million in 2021. Adding the undistributed profits at the beginning of the year of RMB 911.033 million, and after deducting the RMB 8.432 million in ordinary share dividends paid for 2020 and the RMB 12.785 million set aside as discretionary statutory surplus reserve at a rate of 20%, the cumulative profit available for distribution to shareholders amounts to RMB 803.564 million.

The Company’s proposed profit distribution for the year 2021 is as follows:

The Company will distribute a cash dividend of RMB 0.10 per 10 shares (inclusive of tax), based on the latest total share capital of 843,212,507 shares, resulting in a total dividend payout of RMB 8.432 million. The cash dividend for B shares will be converted into Hong Kong dollars for payment.

If there is any change in the share capital between the date of disclosure of this contingency plan and the record date for the implementation of the profit distribution plan, the distribution ratio shall be adjusted accordingly on the principle that the total amount of the distribution remains unchanged.

The foregoing contingency plans shall be submitted to the Company’s 2021 Annual General Meeting for approval.

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

5. Company’s 2021 Annual Report

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

6. Company’s First Quarter Report for 2022

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

7. Company’s 2021 Internal Control Evaluation Report

(For details, please refer to Cninfo at http://www.cninfo.com.cn.)

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

8. 2021 Corporate Social Responsibility Report

(For details, please refer to Cninfo at http://www.cninfo.com.cn.)

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

9. Annual Report on the Performance of Duties by the Company’s Independent Directors for 2021

(For details, please refer to Cninfo at http://www.cninfo.com.cn.)

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

10. Report on the Provision for Impairment of Assets

In accordance with the Company’s policy for making provisions for asset impairment and based on the actual condition of the relevant assets, the Company proposes to make such provisions. The assets subject to this impairment provision primarily include notes receivable, accounts receivable, other receivables, long-term receivables, inventory, and contract assets, with a total impairment provision of RMB 140,424,700.82, recognized for the reporting period from January 1, 2021, to December 31, 2021.

(For details, please refer to the Company’s “Announcement on Making Provisions for Asset Impairment” issued on the same day.)

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

11. Report on Authorizing the Company’s Chairman and Management Team to Apply for Bank Credit Lines and Loan Limits for the Year 2022

The Company’s General Manager and Chief Financial Officer are authorized to arrange comprehensive bank credit facilities with a total amount not exceeding RMB 1.2 billion, and the Chairman of the Board is authorized to obtain loans with a total amount not exceeding RMB 800 million. The authorization shall be effective from January 1, 2022, to June 30, 2023.

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

12. Report on the Company’s Estimated Routine Related-Party Transactions for the Year 2022

On April 11, 2022, the Company’s independent directors provided their prior approval for this proposal and agreed to submit it to the Board of Directors for consideration.

Based on the 2021 routine related-party transactions and in conjunction with the Company’s 2022 business plan, the total amount of routine related-party transactions for the full year 2022 is estimated to be approximately RMB 766.5 million, including approximately RMB 173.5 million for the procurement of complete-set project supporting products from related parties and approximately RMB 593.0 million for the sale of supporting components to related parties.

(1) Regarding the Company’s Estimated Routine Related-Party Transactions for 2022 with Shareholder Dalian Bingshan Group Co., Ltd. and Its Controlled Subsidiaries

In 2022, the Company expects the total amount of routine related-party transactions with its shareholder, Dalian Bingshan Group Co., Ltd., and its controlled subsidiaries to be approximately RMB 124.5 million, including approximately RMB 10.5 million for the procurement of complete-project supporting products from related parties and approximately RMB 114.0 million for the sale of supporting components to related parties.

Directors Ji Zhijian, Fan Wen, Tang Ye Mao, and Nishimoto Shigeyuki recused themselves from the deliberation of this proposal.

Approvals: 5; Opposites: 0; Abstentions: 0.

(2) Regarding the Company’s Anticipated Routine Related Party Transactions for Fiscal Year 2022 with Sanyo Electric Co., Ltd., a Subsidiary Controlled by the Shareholder

In 2022, the Company expects the total amount of routine related-party transactions with Sanyo Electric Co., Ltd., a wholly owned subsidiary of the shareholder, to be approximately RMB 433 million, including approximately RMB 73 million for the procurement of complete-system supporting products from related parties and approximately RMB 360 million for the sale of supporting components to related parties.

Directors Ji Zhijian, Fan Wen, Yin Xide, Tang Ye Mao, and Nishimoto Shigeyuki recused themselves from the deliberation of this proposal.

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

(3) Regarding the Company’s Anticipated Routine Related-Party Transactions for the Year 2022 with Other Related Parties

In 2022, the Company expects the total amount of routine related-party transactions with other affiliated parties to be approximately RMB 209 million, including approximately RMB 90 million for the procurement of complete project support products from related parties and approximately RMB 119 million for the sale of supporting components to related parties.

Directors Ji Zhijian and Fan Wen recused themselves from the deliberation of this proposal.

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

(For details, please refer to the Company’s “Announcement on Anticipated Routine Related-Party Transactions for 2022” issued on the same day.)

13. Report on the Appointment of the Company’s 2022 Audit Firm

It is proposed to re-engage Shinewing Zhonghe Certified Public Accountants (Special General Partnership) as the Company’s auditor for the year 2022 to conduct an integrated audit of the Company’s financial statements and internal controls. In accordance with the relevant fee-setting standards and the specific circumstances of the audit engagement, it is proposed to pay Shinewing Zhonghe Certified Public Accountants (Special General Partnership) an annual audit fee of RMB 770,000 for the financial statement audit (the same amount as in 2021) and RMB 300,000 for the internal control audit; any other expenses incurred in connection with the audit shall be borne by the firm.

On April 11, 2022, the Company’s independent directors provided their prior approval for this proposal and agreed to submit it to the Board of Directors for consideration.

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

(For details, please refer to the Company’s “Announcement on the Proposed Reappointment of the Accounting Firm” issued on the same day.)

14. Report on Amendments to the Company Charter (see Attachment 1 for details)

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

15. Report on Amendments to the Rules of Procedure for the Shareholders’ Meeting (see Attachment 2 for details)

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

16. Report on Amendments to the Rules of Procedure for Board Meetings

(For the full text of the revised Rules of Procedure for Board Meetings, please refer to Cninfo at http://www.cninfo.com.cn.)

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

17. Report on Amendments to the Rules of Procedure for the Supervisory Board

(For the full text of the revised Rules of Procedure for the Supervisory Board, please refer to the CNINFO website at http://www.cninfo.com.cn.)

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

18. Report on the Revision and Improvement of Relevant Management Systems

(For details on the management system, please refer to Cninfo at http://www.cninfo.com.cn.)

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

19. Report on the Basic Matters Regarding the Convening of the 2021 Annual General Meeting

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

(For details, please refer to the Company’s “Notice on Convening the 2021 Annual General Meeting of Shareholders” issued on the same day.)

Among the foregoing proposals, Proposals 2, 3, 4, 5, 11, 12, 13, 14, 15, 16, and 17 still require approval by the Company’s 2021 Annual General Meeting.

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.

April 23, 2022

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