Stock Code: 000530; 200530 Notice No: 2023-015Short Form of the Stock: Bingshan; Bingshan B
Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.Notice on Holding 2022 Shareholders’ General Meeting
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 orimportant omissions carried in this notice.I. Particulars about holding the meeting
1. The period of board session: The 2022 Shareholders’ General Meeting
2. Convener: The Board of Directors of the Company, holding the Shareholders’ General Meetingafter the deliberation of 14
th Meeting of 9
th
Session of the Board.
3. The meeting is in line with the relevant laws and administrative regulations, departmental rulesand regulations, regulatory documents and relevant provisions of articles of association of theCompany
4. Date of the meeting:
(1) On-site meeting: 3:00 pm, May 25, 2023
(2) Internet polling: the poll through network via trading system of SZSE will be at9:15-9:25,9:30-11:30 am and 1:00-3:00 pm dated May 25, 2023; any time from 9:15 am to 3:00pm dated May 25, 2023 will available for polling through internet poll system of SZSE.
5. Way of holding: On-site votes plus network polling .The Company will provide a voting as aninternet form to whole shareholders through the trading system and internet poll system(http://wltp.cninfo.com.cn) of SZSE. Shareholders should participate in voting any time in thenetwork polling during the above mentioned time period.
6. Record date of the meeting
The record date of the meeting was May 18, 2023 B shareholders who wanted to attend themeeting should buy shares of the Company no later than May 15, 2023.
7. Attendance
(1) All shareholders of the Company whose names appear on the register of the Shenzhen Branchof China Securities Depository and Clearing Corporation Limited while the close of trading atnoon on record date. The above mentioned shareholders of the Company have the right to attendthe meeting, they can attend the meeting through proxy by trust deed and shareholder of theCompany wouldn’t be necessary as the proxy.The shareholders who should avoid voting on the meeting, shall not accept entrustment of othershareholders to vote.
(2) Directors, supervisors and senior executives of the Company
(3) Attorney engaged by the Company
(4) Other people the Board of Directors of the Company agreed to attend
8. Place of the meeting
The conference room of the CompanyII. Particulars about examination of the meeting
| Code of proposal | The content of proposal | The column can vote |
| 100 | general proposal ,including all of the following proposals | √ |
| Non-cumulative voting proposal | ||
| 1.00 | 2022 Work Report of the Board of Directors of the Company | √ |
| 2.00 | 2022 Work Report of the Supervisory Committee of the Company | √ |
| 3.00 | 2022 Financial Settlement Report of the Company | √ |
| 4.00 | 2022 Profit Distribution Plan of the Company | √ |
| 5.00 | 2022 Annual Report of the Company | √ |
| 6.00 | Report on Authorizing the Chairman of the Board and the Company’s Management to Apply for the Bank Line of Credit and Bank Line of Loan for the year 2023 | √ |
| 7.00 | Report on Estimating Routine Associated Transactions for the year 2023 | √ |
| 7.01 | Report on Estimating Routine Associated Transactions for the year 2023 with Bingshan Group Co., Ltd and its holding subsidiary. | √ |
| 7.02 | Report on Estimating Routine Associated Transactions for the year 2023 with the company directly or indirectly controlled by Panasonic Holdings Corporation | √ |
| 7.03 | Report on Estimating Routine Associated Transactions for the year 2023 with other related parties | √ |
| 8.00 | Report on Engaging Auditors for the Company in 2023 | √ |
| 9.00 | Report on selling the Guotai Junan shares | √ |
| 10.00 | Report on equity transfer of Panasonic Refrigeration (Dalian) Co., LTD | √ |
| 11.00 | Report on the signing of the "Conditional Equity Transfer Agreement" | √ |
Among the proposals, proposal 7, 10, 11 belonged to a related transaction, and the relatedshareholders should avoid voting on the meeting.The independent directors’ report on their work for 2022 will be heard in the shareholders’ generalmeeting of the Company.Details of the proposal could be found in the notice on resolution of the Board of Directorspublished in China Securities and http://www.cninfo.com.cn/ on April 26, 2023.and May 5, 2023.III. Registration way of spot meeting
1. Registration way
(1) Personal ID card accompanied by the shareholding certificates and stock account card must betaken for individual shareholders. If attended the meeting by proxy, the attendant must hold the IDcopy of the client, power of attorney, shareholding certificates, stock account card along withagent’s ID card for registration;
(2) For corporate shareholders, the copy of the business license, certificate of identity of the legalrepresentative, power of attorney, shareholding certificates along with ID of proxy must benecessary.
(3) The shareholders in other places can register in way of letter, fax or e-mail.
(4) Registration time
From May 19, 2023 to May 25, 2023 until the host announced the end of the meeting registrationon the spot meeting
(5) Place of registration
The Securities and Legal Affairs Department of the Company
2. Contact way of the meeting
Contact telephone number: (86-411)-87968822Fax: (86-411)-87968125Contact Person: Ms. Du YuContact Address: 106 Liaohe East Road, Dalian Economic and Technological Development ZoneSecurities and Legal Affairs Department, Bingshan Refrigeration & Heat Transfer TechnologiesCo., Ltd.Post Code: 116630The spot meeting will be a period of half a day. Transportation and boarding expenses forattendance shall be paid by the participants themselves.IV. Operational process of network pollingIn the shareholders’ general meeting, shareholders can participate in voting through the tradingsystem and internet polling system (http://wltp.cninfo.com.cn) of Shenzhen Stock Exchange.(More details please see the attachment 1)V. Documents available for reference
1. Resolution and Announcement documents of the 14
th Meeting of 9
th
Session of the Board ofthe Company.
2. Other relevant documents according to the SZSE.
Board of Directors of Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.May 5, 2023
Operational process of network polling
I. The process of network polling
1. Voting code: 360530; Voting abbreviation: “Bingshan voting”
2. The proposal and vote opinion
The proposal is not the cumulative voting proposal. Fill the vote opinion for, against or abstention.
3. The shareholder vote for general proposal means the same voting result for all proposals.If the shareholder voted for general proposal and for individual proposal at the same time, the firsteffective voting should prevail. If the shareholder voted for general proposal after relevantproposal voting, the voting result for relevant proposal should prevail, and other un-votedproposals would base on the result voting for general proposal. If voted for relevant proposal aftervoting for general proposal, the result voting for general proposal should prevail.II. Vote via trading system of SZSE
1. Voting period: 9:15-9:25 am, 9:30-11:30 am, 1:00-3:00 pm May 25, 2023
2. Shareholders can participate in voting through the trading system.
III. Voting via internet poll system
1. Voting period: The voting via internet poll system will start at 9:15 am and close at 3:00 pm onMay 25, 2023.
2. Shareholders voting via internet poll system, according to the regulation of BusinessImplementation of Network Service Identity Verification for Investors of SZSE, shareholders mustchoose the digital certificate or service password for identity verification.
3. The shareholders may vote on-line via logging in http://wltp.cninfo.com.cn with servicepassword or digital certificate.
Authorized Letter of Attorney
Hereby entrust Mr. /Ms. to attend the 2022 Shareholders’ General Meeting ofBingshan Refrigeration & Heat Transfer Technologies Co., Ltd. on behalf of himself or herself andexecute vote rights on behalf.
Consigner (signature): ID No. of consigner:
Shareholder account No. of consigner:
Amount of shares held by consigner: A/B
Consignee: ID No. of consignee:
Date of entrustment:
The term of validity for the entrustment:
Consigner (signature or seal):
Consignee (signature):
The exercise of voting rights are as follows（The attorney should be filled by “√” in voting result）
| Code of proposal | The content of proposals | Type of voting result | ||
| For | Against | Abstention | ||
| 100 | General proposal ,including all of the following proposals | |||
| 1.00 | 2022 Work Report of the Board of Directors of the Company | |||
| 2.00 | 2022 Work Report of the Supervisory Committee of the Company | |||
| 3.00 | 2022 Financial Settlement Report of the Company | |||
| 4.00 | 2022 Profit Distribution Plan of the Company | |||
| 5.00 | 2022 Annual Report of the Company | |||
| 6.00 | Report on Authorizing the Chairman of the Board and the Company’s Management to Apply for the Bank Line of Credit and Bank Line of Loan for the year 2023 | |||
| 7.00 | Report on Estimating Routine Associated Transactions for the year 2023 | |||
| 7.01 | Report on Estimating Routine Associated Transactions for the year 2023 with Bingshan Group Co., Ltd and its holding subsidiary. | |||
| 7.02 | Report on Estimating Routine Associated Transactions for the year 2023 with the company directly or indirectly controlled by Panasonic Holdings Corporation | |||
| 7.03 | Report on Estimating Routine Associated Transactions for the year 2023 with other related parties | |||
| 8.00 | Report on Engaging Auditors for the Company in 2023 | |||
| 9.00 | Report on selling the Guotai Junan shares | |||
| 10.00 | Report on equity transfer of Panasonic Refrigeration (Dalian) Co., LTD | |||
| 11.00 | Report on the signing of the "Conditional Equity Transfer Agreement" | |||