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Announcement of Resolutions Adopted at the 14th Meeting of the 9th Board of Directors
Securities Code: 000530; 200530 Security Abbreviation: Bingshan Cold & Heat; Bingshan B Announcement No.: 20 23-013
Iceberg Cold & Heat Technology Co., Ltd.
Announcement of Resolutions Adopted at the 14th 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 April 28, 2023.
2. This board meeting was held on May 4, 2023, 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 Acquisition of Equity in Panasonic Refrigeration (Dalian) Co., Ltd.
The Company agrees to acquire from Panasonic Appliances (China) Co., Ltd. a 40% equity interest in Panasonic Refrigeration (Dalian) Co., Ltd. (“Panasonic Refrigeration”), and to acquire from Sanyo Electric Co., Ltd. a 60% equity interest in Panasonic Refrigeration. Upon completion of this equity transfer, the Company will hold a 100% equity interest in Panasonic Refrigeration.
The consideration for this equity transfer is set at RMB 145.2855 million, based on the net asset valuation report issued by a third-party appraisal agency as of March 31, 2023, the reference date for Panasonic Refrigeration.
The aforementioned transaction constitutes a related-party transaction. On April 28, 2023, 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.
This proposal still requires approval at the 2022 Annual General Meeting.
2. Report on the Execution of the “Share Transfer Agreement Subject to Conditions”
To clearly define the rights and obligations of the Company, Panasonic China, and Sanyo Electric in connection with this transaction, the Company intends to enter into a Conditional Share Transfer Agreement with Panasonic China and Sanyo Electric. The Conditional Share Transfer Agreement sets forth provisions regarding the target assets, the basis for pricing and the transaction price, the method and timing of consideration payment, arrangements for gains and losses during the transitional period, the transfer of title to the target assets, and liability for breach of contract, among other matters.
This proposal involves related-party transactions, and the related directors Shigeru Danno and Shigeyuki Nishimoto recused themselves from deliberating on this proposal.
Approvals: 7; Opposites: 0; Abstentions: 0.
This proposal still requires approval at the 2022 Annual General Meeting.
3. Report on Matters Relating to the Convening of the 2022 Annual General Meeting
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.
May 5, 2023
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Address: No. 106, Liaohe East Road, Dalian Economic & Technological Development Zone
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