冰山B(200530):2022年第二次临时股东大会决议公告（英文）

 时间：2022年11月01日 20:26:03 中财网
原标题:冰山B:2022年第二次临时股东大会决议公告（英文）

Stock Code: 000530; 200530 Notice No: 2022-051 Short Form of the Stock: Bingshan; Bingshan B

Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd. nd
Public Notice on Resolution of 2 Extraordinary Shareholders’ General Meeting of 2022

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 important omissions carried in this notice.
There was no augmentation, rejection or changing of proposals in the Shareholders’ General Meeting. No involved in the case of changing the previous proposals of the general meeting of shareholders.

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, November 1, 2022
Internet polling: November 1, 2022
(1) Voting through the trading system of Shenzhen Stock Exchange: 9:15-9:25, 9:30-11:30 am and 1:00-3:00 pm dated November 1, 2022;
(2)Voting through the Internet voting system of Shenzhen Stock Exchange: anytime from 9:15 am to 3:00 pm dated November 1, 2022
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 rules
and regulations, regulatory documents and relevant provisions of the articles of association of the
Company.
nd
The Announcement of holding the 2 Extraordinary Shareholders’ General Meeting of 2022 was published in China Securities and Hong Kong Commercial Daily dated September 27, 2022. (II) Particulars about participants of the meeting
1. Particulars about general information of attending the meeting
34 shareholders and shareholders’ representatives attended the meeting, representing 174,316,934 shares, taking 20.67% of the Company’s total share capital 843,212,507 shares. Among them：
6 shareholders and shareholders’ representatives attended the on-site meeting, representing 173,073,834 shares, taking20.52% of the Company’s total share capital 843,212,507 shares. 28 shareholders and shareholders’ representatives attended the network meeting, representing 33 shareholders of A shares and their representatives attended the meeting, representing 173,870,134 shares, taking 28.90% of the Company’s 601,712,507 total A shares. Among them：
6 shareholders of A shares and their representatives attended the on-site meeting, representing 173,073,834 shares, taking28.77% of the Company’s 601,712,507 total A shares. 27 shareholders of A shares and their representatives attended the network meeting, representing 796,300 shares, taking 0.13% of the Company’s 601,712,507 total A shares. 3. Particulars about shareholders of B shares attending the meeting 1 shareholders of B shares and their representatives attended the meeting, representing 446,800 shares, taking0.19% of the Company’s 241,500,000 total B shares. Among them：
0 shareholders of B shares and their representatives attended the on-site meeting, representing 0 shares, taking 0% of the Company’s 241,500,000 total B shares. 1shareholders of B shares and their representatives attended the network meeting, representing 446,800 shares, taking 0.19% 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 by the Company
II. 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:
1Proposal on the Company's major asset purchase and related party transaction meeting the requirements of relevant laws and regulations
2Proposal on this major asset purchase and related party transaction scheme
2.1Transaction overview
2.2Transaction counterparty
2.3Underlying assets
2.4Pricing basis and transaction price
2.5Payment method and period of consideration
2.6Profit and loss arrangement in transition period
2.7Transfer of ownership of the underlying assets
2.8Personnel placement and treatment of creditor's rights and debts
2.9Liability for breach of contract
2.10Validity of resolutions
3Proposal on whether this transaction constitutes related transaction
4Proposal on the report (Draft) on major asset purchase and related transaction of Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd. and its abstract
5Proposal on the Company signing the equity transfer contract with conditions
6Proposal on whether this transaction complies with the relevant provisions of Article 11 of the Administrative Measures for Material Assets Reorganization of Listed Companies and does not apply the provisions of articles 43 and 44
7Proposal on compliance of this transaction with the relevant provisions of Article 4 of the Provisions on Regulating Several Issues Concerning Major Asset Restructuring of Listed Companies
8Proposal on the Company that this transaction does not constitute a reorganization and listing as stipulated in Article 13 of the Administrative Measures for the Material Assets Reorganization of Listed Companies
9Proposal on whether there were the relevant entities of this transaction shall not participate in any material assets reorganization of Listed Companies in accordance with Article 13 of the Guidelines for the Supervision of listed companies No. 7 - Supervision of Abnormal Transactions of Stocks Related to Material Assets Reorganization of Listed Companies
10Explanation on the listed company's stock price fluctuation failing to meet the relevant standards in Article 13 of Shenzhen Stock Exchange's Guidelines for Self Discipline Supervision of Listed Companies No. 8 - Major Asset Restructuring
11Proposal on the completeness and compliance of legal procedures performed by the Company in this transaction and the effectiveness of legal documents submitted
12Proposal on the independence of the appraisal institution, the rationality of the appraisal assumptions, the relevance of the appraisal methods to the appraisal purposes, and the fairness of the appraisal pricing
13Proposal on diluting the Company's immediate return and filling measures in this transaction
14Proposal on approving the audit report, reference review report and evaluation report related to this transaction
15Proposal on requesting the General Meeting of Shareholders to authorize the Board of Directors to handle matters related to this transaction

Details of the proposal could be found in the notice on resolution of the Board of Directors published in China Securities, Hong Kong Commercial Daily and http://www.cninfo.com.cn/on September 27, 2022.
III. Legal Position Paper Issued by the Lawyer
1. Name of lawyer firm: Beijing Global Law Firm
2. Name of lawyer: Mrs. Xu Huijie, Ms. Zhang Yanting, Ms Zhang Yaxin 3. Conclusion of opinions:
“The lawyer believed that convening and holding procedures of this Shareholders’ General Meeting was in line with regulations of the law, legislation and the Articles of Association; the participants of the Meeting have lawful and valid qualification; the voting procedures and results of 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 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. November 2, 2022

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