Stock Code: 000530; 200530 Notice No: 2020-019Short Form of the Stock: Bingshan; Bingshan B
Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.Public Notice on Resolution of 2019 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 15, 2020Internet polling: May 15, 2020
(1) Voting through the trading system of Shenzhen Stock Exchange: 9:30-11:30 am and 1:00-3:00pm dated May 15, 2020;
(2)Voting through the Internet voting system of Shenzhen Stock Exchange: anytime from 9:15 amto 3:00 pm dated May 15,2020.
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: Xu Junrao
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 2019 Shareholders’ General Meeting was published in ChinaSecurities and Hong Kong Commercial Daily dated April 18, 2020.(II) Particulars about participants of the meeting
1. Particulars about general information of attending the meeting
18 shareholders and shareholders’ representatives attended the meeting, representing 250,765,494shares, taking29.74% of the Company’s total share capital 843,212,507 shares.Among them：
10 shareholders and shareholders’ representatives attended the on-site meeting, representing249,463,464 shares, taking 29.59% of the Company’s total share capital 843,212,507 shares.8 shareholders and shareholders’ representatives attended the network meeting, representing1,302,030shares, taking 0.15 % of the Company’s total share capital 843,212,507 shares.
2. Particulars about shareholders of A shares attending the meeting
15 shareholders of A shares and their representatives attended the meeting, representing175,423,923shares, taking 29.15% of the Company’s 601,712,507 total A shares.Among them：
8 shareholders of A shares and their representatives attended the on-site meeting, representing174,182,603 shares, taking 28.95% of the Company’s 601,712,507 total A shares.7 shareholders of A shares and their representatives attended the network meeting, representing1,241,320 shares, taking 0.20% 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 75,341,571shares, taking31.20% of the Company’s 241,500,000 total B shares.Among them：
2 shareholders of B shares and their representatives attended the on-site meeting, representing75,280,861 shares, taking31.17% of the Company’s 241,500,000 total B shares.1 shareholders of B shares and their representatives attended the network meeting, representing60,710 shares, taking 0.03% of the Company’s 241,500,000total 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:
1.2019 Work Report of the Board of Directors of the Company
| Number of shares represented (share) | For (share) | For proportion | Against(share) | Abstention(share) | |
| Present shareholders | 250,765,494 | 249,468,464 | 99.48% | 795,410 | 501,620 |
| Including: A shares | 175,423,923 | 174,187,603 | 99.30% | 734,700 | 501,620 |
| B shares | 75,341,571 | 75,280,861 | 99.92% | 60,710 | 0 |
| Minority shareholders | 4,511,181 | 3,214,151 | 71.25% | 795,410 | 501,620 |
| Including: A shares | 2,672,760 | 1,436,440 | 53.74% | 734,700 | 501,620 |
| B shares | 1,838,421 | 1,777,711 | 96.70% | 60,710 | 0 |
2.2019 Work Report of the Supervisory Committee of the Company
| Number of shares represented (share) | For (share) | For proportion | Against(share) | Abstention(share) | |
| Present shareholders | 250,765,494 | 249,468,464 | 99.48% | 795,410 | 501,620 |
| Including: A shares | 175,423,923 | 174,187,603 | 99.30% | 734,700 | 501,620 |
| B shares | 75,341,571 | 75,280,861 | 99.92% | 60,710 | 0 |
| Minority shareholders | 4,511,181 | 3,214,151 | 71.25% | 795,410 | 501,620 |
| Including: A shares | 2,672,760 | 1,436,440 | 53.74% | 734,700 | 501,620 |
| B shares | 1,838,421 | 1,777,711 | 96.70% | 60,710 | 0 |
3. 2019 Financial Settlement Report of the Company
| Number of shares represented (share) | For (share) | For proportion | Against(share) | Abstention(share) | |
| Present shareholders | 250,765,494 | 249,468,464 | 99.48% | 795,410 | 501,620 |
| Including: A shares | 175,423,923 | 174,187,603 | 99.30% | 734,700 | 501,620 |
| B shares | 75,341,571 | 75,280,861 | 99.92% | 60,710 | 0 |
| Minority shareholders | 4,511,181 | 3,214,151 | 71.25% | 795,410 | 501,620 |
| Including: A shares | 2,672,760 | 1,436,440 | 53.74% | 734,700 | 501,620 |
| B shares | 1,838,421 | 1,777,711 | 96.70% | 60,710 | 0 |
4. 2019 Profit Distribution Plan of the Company
| Number of shares represented (share) | For (share) | For proportion | Against(share) | Abstention(share) | |
| Present shareholders | 250,765,494 | 249,468,464 | 99.48% | 1,297,030 | 0 |
| Including: A shares | 175,423,923 | 174,187,603 | 99.30% | 1,236,320 | 0 |
| B shares | 75,341,571 | 75,280,861 | 99.92% | 60,710 | 0 |
| Minority shareholders | 4,511,181 | 3,214,151 | 71.25% | 1,297,030 | 0 |
| Including: A shares | 2,672,760 | 1,436,440 | 53.74% | 1,236,320 | 0 |
| B shares | 1,838,421 | 1,777,711 | 96.70% | 60,710 | 0 |
5. 2019 Annual Report of the Company
| Number of shares represented (share) | For (share) | For proportion | Against(share) | Abstention(share) | |
| Present shareholders | 250,765,494 | 249,468,464 | 99.48% | 795,410 | 501,620 |
| Including: A shares | 175,423,923 | 174,187,603 | 99.30% | 734,700 | 501,620 |
| B shares | 75,341,571 | 75,280,861 | 99.92% | 60,710 | 0 |
| Minority shareholders | 4,511,181 | 3,214,151 | 71.25% | 795,410 | 501,620 |
| Including: A shares | 2,672,760 | 1,436,440 | 53.74% | 734,700 | 501,620 |
| B shares | 1,838,421 | 1,777,711 | 96.70% | 60,710 | 0 |
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 2020
| Number of shares represented (share) | For (share) | For proportion | Against(share) | Abstention(share) | |
| Present shareholders | 250,765,494 | 249,468,464 | 99.48% | 795,410 | 501,620 |
| Including: A shares | 175,423,923 | 174,187,603 | 99.30% | 734,700 | 501,620 |
| B shares | 75,341,571 | 75,280,861 | 99.92% | 60,710 | 0 |
| Minority shareholders | 4,511,181 | 3,214,151 | 71.25% | 795,410 | 501,620 |
| Including: A shares | 2,672,760 | 1,436,440 | 53.74% | 734,700 | 501,620 |
| B shares | 1,838,421 | 1,777,711 | 96.70% | 60,710 | 0 |
7. Report on Estimating Routine Associated Transactions for the year 2020
7.1 Report on Estimating Routine Associated Transactions for the year 2020 with the holdingsubsidiary of Dalian Bingshan Group Co., Ltd.The shareholders Mrs. Xu Junrao,Mr Fan Yuekun,Dalian Bingshan Group Co., Ltd. are thecorrelative shareholders. They were avoided from voting this proposal.
| Number of shares represented (share) | For (share) | For proportion | Against(share) | Abstention(share) | |
| Present non-correlative shareholders | 78,643,211 | 77,346,181 | 98.35% | 795,410 | 501,620 |
| Including: A shares | 3,301,640 | 2,065,320 | 62.55% | 734,700 | 501,620 |
| B shares | 75,341,571 | 75,280,861 | 99.92% | 60,710 | 0 |
| Non-correlative minority shareholders | 4,511,181 | 3,214,151 | 71.25% | 795,410 | 501,620 |
| Including: A shares | 2,672,760 | 1,436,440 | 53.74% | 734,700 | 501,620 |
| B shares | 1,838,421 | 1,777,711 | 96.70% | 60,710 | 0 |
7.2 Report on Estimating Routine Associated Transactions for the year 2020 with the holdingsubsidiary of Sanyo Electric Co., Ltd.The shareholder Sanyo Electric Co., Ltd. is the correlative shareholder. It was avoided from votingthis proposal.
| Number of shares represented (share) | For (share) | For proportion | Against(share) | Abstention(share) | |
| Present non-correlative shareholders | 177,262,344 | 175,965,314 | 99.27% | 795,410 | 501,620 |
| Including: A shares | 175,423,923 | 174,187,603 | 99.30% | 734,700 | 501,620 |
| B shares | 1,838,421 | 1,777,711 | 96.70% | 60,710 | 0 |
| Non-correlative minority shareholders | 4,511,181 | 3,214,151 | 71.25% | 795,410 | 501,620 |
| Including: A shares | 2,672,760 | 1,436,440 | 53.74% | 734,700 | 501,620 |
| B shares | 1,838,421 | 1,777,711 | 96.70% | 60,710 | 0 |
7.3 Report on Estimating Routine Associated Transactions for the year 2020 with other relatedpartiesThe shareholders Mrs. Xu Junrao,Mr Fan Yuekun are the correlative shareholders. They wereavoided from voting this proposal.
| Number of shares represented (share) | For (share) | For proportion | Against(share) | Abstention(share) |
| Present non-correlative shareholders | 249,560,145 | 248,263,115 | 99.48% | 795,410 | 501,620 |
| Including: A shares | 174,218,574 | 172,982,254 | 99.29% | 734,700 | 501,620 |
| B shares | 75,341,571 | 75,280,861 | 99.92% | 60,710 | 0 |
| Non-correlative minority shareholders | 4,511,181 | 3,214,151 | 71.25% | 795,410 | 501,620 |
| Including: A shares | 2,672,760 | 1,436,440 | 53.74% | 734,700 | 501,620 |
| B shares | 1,838,421 | 1,777,711 | 96.70% | 60,710 | 0 |
8. Report on Engaging Auditors for the Company in 2020
| Number of shares represented (share) | For (share) | For proportion | Against(share) | Abstention(share) | |
| Present shareholders | 250,765,494 | 249,468,464 | 99.48% | 1,297,030 | 0 |
| Including: A shares | 175,423,923 | 174,187,603 | 99.30% | 1,236,320 | 0 |
| B shares | 75,341,571 | 75,280,861 | 99.92% | 60,710 | 0 |
| Minority shareholders | 4,511,181 | 3,214,151 | 71.25% | 1,297,030 | 0 |
| Including: A shares | 2,672,760 | 1,436,440 | 53.74% | 1,236,320 | 0 |
| B shares | 1,838,421 | 1,777,711 | 96.70% | 60,710 | 0 |
9. Elected Mr. Li Sheng to be supervisor
| Number of shares represented (share) | For (share) | For proportion | Against(share) | Abstention(share) | |
| Present shareholders | 250,765,494 | 249,468,464 | 99.48% | 1,297,030 | 0 |
| Including: A shares | 175,423,923 | 174,187,603 | 99.30% | 1,236,320 | 0 |
| B shares | 75,341,571 | 75,280,861 | 99.92% | 60,710 | 0 |
| Minority shareholders | 4,511,181 | 3,214,151 | 71.25% | 1,297,030 | 0 |
| Including: A shares | 2,672,760 | 1,436,440 | 53.74% | 1,236,320 | 0 |
| B shares | 1,838,421 | 1,777,711 | 96.70% | 60,710 | 0 |
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/onApril 18, 2020.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.
May 16, 2020