冰山B：九届二次董事会议决议公告（英文）

Stock Code: 000530; 200530　　　　　　　　　　　　　　　　　　　　 Notice No: 2022-007

Short Form of the Stock: Bingshan; Bingshan B

　　 Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.

　　　　 Resolution of 2nd Meeting of 9th Session of the Board

Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd. (the “Company”) and

its whole members of Board of Directors ensure that the public notice is real, accurate

and complete, and there are no any important omissions, fictitious statements or

serious misleading carried in this notice.

I. Calling of the Board Meeting

1. The notice on holding of the Board Meeting was served by written form on January

13, 2022.

2. The Board Meeting held by communication vote dated January 21, 2022.

3. Nine directors should present for voting and all of them are present actually.

4. The Meeting was regarded as abiding the relevant laws, administrative regulation,

department rules, normative documents as well as the Article of Association.

II. Deliberation of the Board Meeting

1. Report on transferring the equity of Bingshan Technical Service (Dalian) Co., Ltd.

(Bingshan Service)

The Company planned to transfer 100 percent equity of Bingshan Service which was

held by the Company with price of RMB 25.8882 million yuan., transfer 57 percent

equity of Bingshan Service to Dalian Bingshan Group Co. LTD; tansfer 25 percent

equity of Bingshan Service to Dalian Zhonghuida Refrigeration Technology Co., LTD;

transfer 18 percent equity of Bingshan Service to Dalian Zhixintong Enterprise

Management Partnership (Limited partnership). After the above mentioned equity

transfer finished, the Company will not hold equity of Bingshan Service.

The above mentioned transaction constitutes a related transaction. Independent

directors of the Company deliver a prior approval for the proposal on January 13,

2022 and agree to submit for deliberation on the Board. Related directors Mr. Ji

Zhijian, Mr. Fanwen, Mr. Yin Xide, Mr. Dono Shigeru and Mr. Nishimoto Shigeyuki

obviated in examination.

With 4 votes for, 0 vote against and 0 vote as abstention.

2. Report on subsidiary absorbing subsidiary by merger

The Company plans to agree the subsidiary, Dalian Bingshan Guardian Automation

Co., Ltd. (“Bingshan Guardian” for short), to absorb another subsidiary, Dalian New

Meica Electronics Technology Co., Ltd

After the merger is completed, Bingshan Guardian will be the company that continues

to exist, and the Company will still hold 100% equity of Bingshan Guardian.

With 9 votes for, 0 vote against and 0 vote as abstention.

3. Report of actual amount exceeded estimated total amount of routine associated

transactions for year 2021

According to the preliminary statistics provided by the Financial Management

Department of the Company, in the actual amount of routine associated transactions of

the Company in 2021, the actual amount of Panasonic Appliances Refrigerating

System (Dalian) Co., L

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