Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.Public Notice on Resolution of 1
stExtraordinary Shareholders’General Meeting of 2022
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: 3:00 pm, January 12, 2022Internet polling: January 12, 2022
(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 January 12, 2022;
(2)Voting through the Internet voting system of Shenzhen Stock Exchange: anytime from 9:15 amto 3:00 pm dated January 12, 2022
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 2022 waspublished in China Securities and Hong Kong Commercial Daily dated December 24, 2021.(II) Particulars about participants of the meeting
1. Particulars about general information of attending the meeting
17 shareholders and shareholders’ representatives attended the meeting, representing 247,664,764shares, taking29.37% of the Company’s total share capital 843,212,507 shares.Among them：
7 shareholders and shareholders’ representatives attended the on-site meeting, representing246,662,064 shares, taking 29.25% of the Company’s total share capital 843,212,507 shares.10 shareholders and shareholders’ representatives attended the network meeting, representing1,002,700 shares, taking 0.12 % of the Company’s total share capital 843,212,507 shares.
2. Particulars about shareholders of A shares attending the meeting
16 shareholders of A shares and their representatives attended the meeting, representing174,161,614 shares, taking 28.94% 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, representing173,158,914 shares, taking28.78% of the Company’s 601,712,507 total A shares.10 shareholders of A shares and their representatives attended the network meeting, representing1,002,700 shares, taking0.16% 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 73,503,150shares, taking30.44% of the Company’s 241,500,000 total B shares.Among them：
1 shareholders of B shares and their representatives attended the on-site meeting, representing73,503,150 shares, taking30.44% of the Company’s 241,500,000 total B shares.0 shareholders of B shares and their representatives attended the network meeting, representing 0shares, taking 0% 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. Elected Mr. Ji Zhijian to be non-independent director
2. Elected Mr. Fan Wen to be non-independent director
3. Elected Mr.Yin Xide to be non-independent director
4. Elected Mr.Song Wenbao to be non-independent director
5. Elected Mr. Dono Shigeru to be non-independent director
6. Elected Mr. Nishimoto Shigeyuki to be non-independent director
7. Elected Mr. Zhai Yunling to be independent director
8. Elected Mrs. Liu Yuanyuan to be independent director
9. Elected Mrs. Yao Hong to be independent director
10. Elected Mrs. Dai Yuling to be shareholder representative supervisor
11. Elected Mr. Li Sheng to be shareholder representative supervisor
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/onDecember 24, 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.
January 13, 2022