Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.Public Notice on Resolution of 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 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, May 25, 2023Internet polling: May 25, 2023
(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 May 25, 2023;
(2)Voting through the Internet voting system of Shenzhen Stock Exchange: anytime from 9:15 amto 3:00 pm dated May 25, 2023
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 2022 Shareholders’ General Meeting was published in ChinaSecurities and Hong Kong Commercial Daily dated : May 5, 2023.(II) Particulars about participants of the meeting
1. Particulars about general information of attending the meeting
20 shareholders and shareholders’ representatives attended the meeting, representing 248,278,564shares, taking29.44% of the Company’s total share capital 843,212,507 shares.Among them：
8 shareholders and shareholders’ representatives attended the on-site meeting, representing246,667,064 shares, taking 29.25% of the Company’s total share capital 843,212,507 shares.12 shareholders and shareholders’ representatives attended the network meeting, representing1,611,500 shares, taking 0.19 % of the Company’s total share capital 843,212,507 shares.
2. Particulars about shareholders of A shares attending the meeting
17 shareholders of A shares and their representatives attended the meeting, representing
173,876,314 shares, taking 28.90% of the Company’s 601,712,507 total A shares.Among them：
7 shareholders of A shares and their representatives attended the on-site meeting, representing173,163,914 shares, taking 28.78% of the Company’s 601,712,507 total A shares.10 shareholders of A shares and their representatives attended the network meeting, representing712,400 shares, taking 0.12% of the Company’s 601,712,507 total A shares.
3. Particulars about shareholders of B shares attending the meeting
3 shareholders of B shares and their representatives attended the meeting, representing 74,402,250shares, taking30.81% 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.2 shareholders of B shares and their representatives attended the network meeting, representing899,100shares, taking 0.37% 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:
1.2022Work Report of the Board of Directors of the Company
2.2022 Work Report of the Supervisory Committee of the Company
3. 2022 Financial Settlement Report of the Company
4. 2022 Profit Distribution Plan of the Company
5. 2022 Annual Report of the Company
6. Report on Authorizing the Chairman of the Board and the Company’s Management to Apply forthe Bank Line of Credit and Bank Line of Loan for the year 2023
7. Report on Estimating Routine Associated Transactions for the year 2023
7.1 Report on Estimating Routine Associated Transactions for the year 2023 with the holdingsubsidiary of Dalian Bingshan Group Co., Ltd.The shareholders Mr.Ji Zhijian, Mr. Fan Wen, Dalian Bingshan Group Co., Ltd. are the correlativeshareholders. They were avoided from voting this proposal.
7.2 Report on Estimating Routine Associated Transactions for the year 2023 with the companydirectly or indirectly controlled by Panasonic Holdings CorporationThe shareholder Sanyo Electric Co., Ltd. Is the correlative shareholders. It was avoided fromvoting this proposal.
7.3 Report on Estimating Routine Associated Transactions for the year 2023 with other relatedpartiesThe shareholders Mr.Ji Zhijian, Mr. Fan Wen are the correlative shareholders. They were avoidedfrom voting this proposal.
8. Report on Engaging Auditors for the Company in 2023
9. Report on selling the Guotai Junan shares
10. Report on equity transfer of Panasonic Refrigeration (Dalian) Co., LTD
11. Report on the signing of the "Conditional Equity Transfer Agreement"
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.III. Legal Position Paper Issued by the Lawyer
1. Name of lawyer firm: Liaoning Huaxia Lawyers’ Firm
2. Name of lawyer: Mrs. Liu Cuimei, Mrs. Mu Xiaoxia
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.
May 26, 2023