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Announcement of Resolutions Adopted at the 13th Meeting of the 8th Board of Directors
Securities Code: 000530 ; 200530 Securities Abbreviation: Bingshan Cold & Heat; Bingshan B Announcement No.: 2020-029
Iceberg Cold & Heat Technology Co., Ltd.
Announcement of Resolutions Adopted at the 13th Meeting of the 8th 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 17, 2020.
2. This board meeting was held on November 27, 2020, by way of written resolution.
3. Six directors were required to vote, and all six 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 Dalian Bingshan Group Management Consulting Co., Ltd.
The Company agrees to transfer its 49% equity interest in Dalian Bingshan Group Management Consulting Co., Ltd. (“Bingshan Consulting”) to Dalian Bingshan Group Co., Ltd. Upon completion of this equity transfer, the Company will no longer hold any equity interest in Bingshan Consulting.
The consideration for this equity transfer is based on the net asset valuation report issued by a third-party appraisal agency as of June 30, 2020, prepared by Bingshan Consulting, and has been mutually agreed upon by both parties at RMB 74.0077 million.
The aforementioned transaction constitutes a related-party transaction. On November 17, 2020, 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 Ji Zhijian, Xu Junrao, and Yokoo Sadakazu recused themselves from the deliberation of this proposal.
Approvals: 6; Opposites: 0; Abstentions: 0.
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, Bingshan Cold & Heat Technology Co., Ltd.
November 28, 2020
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Dalian Bingshan Group Co., Ltd.
Address: No. 106, Liaohe East Road, Dalian Economic & Technological Development Zone
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