Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.Public Notice on Resolution of 2
ndExtraordinary 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, November 1, 2022Internet polling: November 1, 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 November 1, 2022;
(2)Voting through the Internet voting system of Shenzhen Stock Exchange: anytime from 9:15 amto 3:00 pm dated November 1, 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 2
ndExtraordinary Shareholders’ General Meeting of 2022 waspublished in China Securities and Hong Kong Commercial Daily dated September 27, 2022.(II) Particulars about participants of the meeting
1. Particulars about general information of attending the meeting
34 shareholders and shareholders’ representatives attended the meeting, representing 174,316,934shares, taking 20.67% of the Company’s total share capital 843,212,507 shares.Among them：
6 shareholders and shareholders’ representatives attended the on-site meeting, representing173,073,834 shares, taking20.52% of the Company’s total share capital 843,212,507 shares.28 shareholders and shareholders’ representatives attended the network meeting, representing1,243,100 shares, taking0.15 % of the Company’s total share capital 843,212,507 shares.
2. Particulars about shareholders of A shares attending the meeting
33 shareholders of A shares and their representatives attended the meeting, representing173,870,134 shares, taking 28.90% 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, representing173,073,834 shares, taking28.77% of the Company’s 601,712,507 total A shares.27 shareholders of A shares and their representatives attended the network meeting, representing796,300 shares, taking 0.13% 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 446,800shares, taking0.19% 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.1shareholders of B shares and their representatives attended the network meeting, representing446,800 shares, taking 0.19% 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 | Proposal on the Company's major asset purchase and related party transaction meeting the requirements of relevant laws and regulations |
| 2 | Proposal on this major asset purchase and related party transaction scheme |
| 2.1 | Transaction overview |
| 2.2 | Transaction counterparty |
| 2.3 | Underlying assets |
| 2.4 | Pricing basis and transaction price |
| 2.5 | Payment method and period of consideration |
| 2.6 | Profit and loss arrangement in transition period |
| 2.7 | Transfer of ownership of the underlying assets |
| 2.8 | Personnel placement and treatment of creditor's rights and debts |
| 2.9 | Liability for breach of contract |
| 2.10 | Validity of resolutions |
| 3 | Proposal on whether this transaction constitutes related transaction |
| 4 | Proposal on the report (Draft) on major asset purchase and related transaction of Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd. and its abstract |
| 5 | Proposal on the Company signing the equity transfer contract with conditions |
| 6 | Proposal on whether this transaction complies with the relevant provisions of Article 11 of the Administrative Measures for Material Assets Reorganization of Listed Companies and does not apply the provisions of articles 43 and 44 |
| 7 | Proposal on compliance of this transaction with the relevant provisions of Article 4 of the Provisions on Regulating Several Issues Concerning Major Asset Restructuring of Listed Companies |
| 8 | Proposal on the Company that this transaction does not constitute a reorganization and listing as stipulated in Article 13 of the Administrative Measures for the Material Assets Reorganization of Listed Companies |
| 9 | Proposal on whether there were the relevant entities of this transaction shall not participate in any material assets reorganization of Listed Companies in accordance with Article 13 of the Guidelines for the Supervision of listed companies No. 7 - Supervision of Abnormal Transactions of Stocks Related to Material Assets Reorganization of Listed Companies |
| 10 | Explanation on the listed company's stock price fluctuation failing to meet the relevant standards in Article 13 of Shenzhen Stock Exchange's Guidelines for Self Discipline Supervision of Listed Companies No. 8 - Major Asset Restructuring |
| 11 | Proposal on the completeness and compliance of legal procedures performed by the Company in this transaction and the effectiveness of legal documents submitted |
| 12 | Proposal on the independence of the appraisal institution, the rationality of the appraisal assumptions, the relevance of the appraisal methods to the appraisal purposes, and the fairness of the appraisal pricing |
| 13 | Proposal on diluting the Company's immediate return and filling measures in this transaction |
| 14 | Proposal on approving the audit report, reference review report and evaluation report related to this transaction |
| 15 | Proposal on requesting the General Meeting of Shareholders to authorize the Board of Directors to handle matters related to this transaction |
Details of the proposal could be found in the notice on resolution of the Board of Directorspublished in China Securities, Hong Kong Commercial Daily and http://www.cninfo.com.cn/onSeptember 27, 2022.III. Legal Position Paper Issued by the Lawyer
1. Name of lawyer firm: Beijing Global Law Firm
2. Name of lawyer: Mrs. Xu Huijie, Ms. Zhang Yanting, Ms Zhang Yaxin
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.
November 2, 2022