冰山B：2024年第一次临时股东大会决议公告(英文)
Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.Public Notice on Resolution of 1
stExtraordinary Shareholders’General Meeting of 2024
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, December 27, 2024Internet polling: December 27, 2024
(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 December 27, 2024;
(2)Voting through the Internet voting system of Shenzhen Stock Exchange: anytime from 9:15 amto 3:00 pm dated December 27, 2024.
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 1
stExtraordinary Shareholders’ General Meeting of 2024 waspublished in China Securities and Hong Kong Commercial Daily dated December 11, 2024.(II) Particulars about participants of the meeting
1. Particulars about general information of attending the meeting
503 shareholders and shareholders’ representatives attended the meeting, representing 251,896,842shares, taking29.87% of the Company’s total share capital 843,212,507 shares.Among them：
5 shareholders and shareholders’ representatives attended the on-site meeting, representing246,564,214shares, taking 29.24% of the Company’s total share capital 843,212,507 shares.498 shareholders and shareholders’ representatives attended the network meeting, representing5,332,628 shares, taking 0.63 % of the Company’s total share capital 843,212,507 shares.
2. Particulars about shareholders of A shares attending the meeting
494 shareholders of A shares and their representatives attended the meeting, representing176,006,102 shares, taking 29.25% of the Company’s 601,712,507 total A shares.Among them：
4 shareholders of A shares and their representatives attended the on-site meeting, representing173,061,064 shares, taking28.76% of the Company’s 601,712,507 total A shares.490 shareholders of A shares and their representatives attended the network meeting, representing2,945,038 shares, taking0.49% of the Company’s 601,712,507 total A shares.
3. Particulars about shareholders of B shares attending the meeting
9 shareholders of B shares and their representatives attended the meeting, representing 75,890,740shares, taking31.43% 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.8 shareholders of B shares and their representatives attended the network meeting, representing2,387,590 shares, taking 0.99% 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 the proposals.By voting term wise, the following proposals were passed:
1. Elected Mr. Ji Zhijian to be non-independent director
2. Elected Mr. Cai Liyong to be non-independent director
3. Elected Mr.Fan Wen to be non-independent director
4. Elected Mr. Kinoshita Ayumu to be non-independent director
5. Elected Mr. Nishimoto Shigeyuki to be non-independent director
6. Elected Mr.Song Wenbao to be non-independent director
10. Elected Mrs. Dai Yuling to be shareholder representative supervisor
11. Elected Mr. Li Sheng to be shareholder representative supervisor
7. Elected Mr. Zhai Yunling to be independent director
8. Elected Mrs. Liu Yuanyuan to be independent director
9. Elected Mrs. Yao Hong to be independent director
Details of the proposal could be found in the notice on resolution of the Board of Directors and therelated transaction notice on transfer the equity of Panasonic Refrigeration (Dalian) Co., Ltd.published in China Securitie and http://www.cninfo.com.cn/on December 11, 2024.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’ General Meetingwas in line with regulations of the law, legislation and the Articles of Association; the participantsof the Meeting have lawful and valid qualification; the voting procedures and results of thisShareholders’ General Meeting were true, legitimate and valid.”
IV. Documents available for reference
1.The decisions of the Shareholders’ General Meeting that acknowledged bythe present directors and 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.
December 28, 2024