Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.Public Notice on Resolution of 2020 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 14, 2021Internet polling: May 14, 2021
(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 14, 2021;
(2)Voting through the Internet voting system of Shenzhen Stock Exchange: anytime from 9:15 amto 3:00 pm dated May 14,2021
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 2020 Shareholders’ General Meeting was published in ChinaSecurities and Hong Kong Commercial Daily dated April 24, 2021.(II) Particulars about participants of the meeting
1. Particulars about general information of attending the meeting
14 shareholders and shareholders’ representatives attended the meeting, representing 247,720,623shares, taking29.38% of the Company’s total share capital 843,212,507 shares.Among them：
9 shareholders and shareholders’ representatives attended the on-site meeting, representing247,656,343 shares, taking 29.37% of the Company’s total share capital 843,212,507 shares.5 shareholders and shareholders’ representatives attended the network meeting, representing64,280 shares, taking 0.01 % of the Company’s total share capital 843,212,507 shares.
2. Particulars about shareholders of A shares attending the meeting
12 shareholders of A shares and their representatives attended the meeting, representing174,210,173 shares, taking 28.95%% 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, representing174,153,193 shares, taking 28.94% of the Company’s 601,712,507 total A shares.4 shareholders of A shares and their representatives attended the network meeting, representing56,980 shares, taking 0.01% of the Company’s 601,712,507 total A shares.
3. Particulars about shareholders of B shares attending the meeting
2 shareholders of B shares and their representatives attended the meeting, representing 73,510,450shares, 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, taking30.43% of the Company’s 241,500,000 total B shares.1 shareholders of B shares and their representatives attended the network meeting, representing7,300 shares, taking 0.01% 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:
1.2020 Work Report of the Board of Directors of the Company
2.2020 Work Report of the Supervisory Committee of the Company
3. 2020 Financial Settlement Report of the Company
4. 2020 Profit Distribution Plan of the Company
5. 2020 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 2021
7. Report on Estimating Routine Associated Transactions for the year 2021
7.1 Report on Estimating Routine Associated Transactions for the year 2021 with the holdingsubsidiary of Dalian Bingshan Group Co., Ltd.The shareholders Mr.Ji Zhijian, Mrs. Xu Junrao, Dalian Bingshan Group Co., Ltd. are thecorrelative shareholders. They were avoided from voting this proposal.
7.2 Report on Estimating Routine Associated Transactions for the year 2021 with the holdingsubsidiary of Sanyo Electric Co., Ltd.The shareholders Mr.Ji Zhijian, Sanyo Electric Co., Ltd. are the correlative shareholders. Theywere avoided from voting this proposal.
7.3 Report on Estimating Routine Associated Transactions for the year 2021 with other relatedpartiesThe shareholders Mr.Ji Zhijian, Mrs. Xu Junrao are the correlative shareholders. They wereavoided from voting this proposal.
8. Report on Engaging Auditors for the Company in 2020
9. Report on selling the Guotai Junan shares
10. Report on Electing the Directors of 8
thSession of the Board
10.1 Elected Mr. Yin Xide to be director
10.2 Elected Mr. Zhai Yunling to be independent director
10.3 Elected Ms. Liu Yuanyuan to be independent director
10.4 Elected Ms. Yao Hong to be independent director
11. Report on <The Plan of Shareholders return of the Company in the next three years(2021-2023)>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 24, 2021.Details of the voting on the resolution can be found in the Company's Chinese announcementdisclosed on http://www.cninfo.com.cn /on May 15, 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.
May 15, 2021