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Announcement of Resolutions Adopted at the 11th Meeting of the 9th Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Bingshan Refrigeration & Heating; Bingshan B Announcement No.: 2022-054
Iceberg Cold & Heat Technology Co., Ltd.
Announcement of Resolutions Adopted at the 11th Meeting of the 9th 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 November 13, 2022.
2. This board meeting was held on November 18, 2022, by way of written resolution.
3. Seven directors were required to vote, and all seven 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 Cold Chain (Dalian) Co., Ltd.
The Company agrees to transfer its 40% equity interest in Panasonic Cold Chain (Dalian) Co., Ltd. (“Panasonic Cold Chain”) to Panasonic Appliances (China) Co., Ltd. (“Panasonic China”). Upon completion of this equity transfer, the Company will no longer hold any equity interest in Panasonic Cold Chain.
The consideration for this equity transfer is set at RMB 70.99 million, based on the net asset valuation report issued by a third-party appraisal agency as of September 30, 2022, the reference date for Matsushita Cold Chain.
The aforementioned transaction constitutes a related-party transaction. On November 13, 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. Related directors Shigeru Dono and Shigeyuki Nishimoto recused themselves from the deliberation of this proposal.
Approvals: 7; Opposites: 0; Abstentions: 0.
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 Cold Chain (Dalian) Co., Ltd.,” disclosed on November 19, 2022, 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 of Iceberg Cold & Heat Technology Co., Ltd.
November 19, 2022