Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.Public Notice on Resolution of 1
stExtraordinary Shareholders’General Meeting of 2021
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 fictitious statements, serious misleading or importantomissions carried in this notice.
There was no augmentation, rejection or changing of proposals in the Shareholders’ GeneralMeeting. No involved in the case of changing the previous proposals of the general meeting ofshareholders.
I. Particulars about holding and participants of the meeting(I) Particulars about holding of the meeting
1. The date and time of the meeting
On-site meeting: 3:30 pm, December 13, 2021Internet polling: December 13, 2021
(1) Voting through the trading system of Shenzhen Stock Exchange: 9:15-9:25, 9:30-11:30 am and1:00-3:00 pm dated December 13, 2021;
(2)Voting through the Internet voting system of Shenzhen Stock Exchange: anytime from 9:15 amto 3:00 pm dated December 13, 2021
2. Place of the meeting: The conference room of the Company
3. Way of holding: On-site votes plus network polling
4. Convener: The Board of the Company
5. Presidency: Ji Zhijian
6. The meeting is in line with the relevant laws and administrative regulations, departmental rulesand regulations, regulatory documents and relevant provisions of the articles of association of theCompany.The Announcement of holding the 1
st
Extraordinary Shareholders’ General Meeting of 2021 waspublished in China Securities and Hong Kong Commercial Daily dated November 27, 2021.(II) Particulars about participants of the meeting
1. Particulars about general information of attending the meeting
25 shareholders and shareholders’ representatives attended the meeting, representing 178,167,294shares, taking21.13% of the Company’s total share capital 843,212,507 shares.Among them：
6 shareholders and shareholders’ representatives attended the on-site meeting, representing174,061,413 shares, taking20.64% of the Company’s total share capital 843,212,507 shares.19 shareholders and shareholders’ representatives attended the network meeting, representing4,105,881 shares, taking0.49 % of the Company’s total share capital 843,212,507 shares.
2. Particulars about shareholders of A shares attending the meeting
24 shareholders of A shares and their representatives attended the meeting, representing178,104,984 shares, taking 29.60% of the Company’s 601,712,507 total A shares.Among them：
6 shareholders of A shares and their representatives attended the on-site meeting, representing174,061,413 shares, taking 28.93% of the Company’s 601,712,507 total A shares.18 shareholders of A shares and their representatives attended the network meeting, representing4,043,571 shares, taking 0.67% of the Company’s 601,712,507 total A shares.
3. Particulars about shareholders of B shares attending the meeting
1 shareholders of B shares and their representatives attended the meeting, representing 62,310shares, taking0.03% of the Company’s 241,500,000 total B shares.Among them：
0 shareholders of B shares and their representatives attended the on-site meeting, representing 0shares, taking 0% of the Company’s 241,500,000 total B shares.1 shareholders of B shares and their representatives attended the network meeting, representing62,310 shares, taking 0.03% of the Company’s 241,500,000 total B shares.
4. Other attendance
Directors, supervisors and senior executives of the Company and the witness attorney engaged bythe CompanyII. Particulars about discussion of the proposals(I) Ways of voting: On-site votes plus network polling(II) The shareholders of the Company and their proxy present at the meeting discussed theproposals. By voting term wise, the following proposals were passed:
1. Report on transferring the equity of Panasonic Refrigeration (Dalian) Co., Ltd.
The shareholder Sanyo Electric Co., Ltd. is the correlative shareholder. It did not attend themeeting.
| Number of shares represented (share) | For (share) | For proportion | Against(share) | Abstention(share) | |
| Present non-correlative shareholders | 178,167,294 | 174,216,613 | 97.78% | 3,950,681 | 0 |
| Including: A shares | 178,104,984 | 174,216,613 | 97.82% | 3,888,371 | 0 |
| B shares | 62,310 | 0 | 0.00% | 62,310 | 0 |
| Non-correlative minority shareholders | 4,127,301 | 176,620 | 4.28% | 3,950,681 | 0 |
| Including: A shares | 4,064,991 | 176,620 | 4.34% | 3,888,371 | 0 |
| B shares | 62,310 | 0 | 0.00% | 62,310 | 0 |
Details of the proposal could be found in the notice on resolution of the Board of Directors and therelated transaction notice on transfer the equity of Panasonic Refrigeration (Dalian) Co., Ltd.published in China Securities, Hong Kong Commercial Daily and http://www.cninfo.com.cn/onNovember 27, 2021.III. Legal Position Paper Issued by the Lawyer
1. Name of lawyer firm: Liaoning Huaxia Lawyers’ Firm
2. Name of lawyer: Mrs. Bao Jingxin, Mrs. Liu Cuimei
3. Conclusion of opinions:
“The lawyer believed that convening and holding procedures of this Shareholders’ GeneralMeeting was in line with regulations of the law, legislation and the Articles of Association; theparticipants of the Meeting have lawful and valid qualification; the voting procedures and resultsof this Shareholders’ General Meeting were true, legitimate and valid.”
IV. Documents available for reference
1.The decisions of the Shareholders’ General Meeting that acknowledged bythe present directorsand the recorder and stamped by the board of directors;
2. Legal opinions;
3. Other relevant documents.
Board of Directors of Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.
December 14, 2021