冰山B(200530):2023年度股东大会决议公告（英文）
Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd. Public Notice on Resolution of 2023 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 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, May 23, 2024 Internet polling: May 23, 2024 (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 May 23, 2024; (2)Voting through the Internet voting system of Shenzhen Stock Exchange: anytime from 9:15 am to 3:00 pm dated May 23, 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 rules and regulations, regulatory documents and relevant provisions of the articles of association of the Company. The Announcement of holding 2023 Shareholders’ General Meeting was published in China Securities dated: April 26, 2024. (II) Particulars about participants of the meeting 1. Particulars about general information of attending the meeting 23 shareholders and shareholders’ representatives attended the meeting, representing 248,084,934 shares, taking29.42% of the Company’s total share capital 843,212,507 shares. Among them： 8 shareholders and shareholders’ representatives attended the on-site meeting, representing 246,751,414shares, taking 29.26% of the Company’s total share capital 843,212,507 shares. 15 shareholders and shareholders’ representatives attended the network meeting, representing 1,333,520 shares, taking 0.16 % of the Company’s total share capital 843,212,507 shares. 2. Particulars about shareholders of A shares attending the meeting shares, taking 28.82% 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, taking 28.76% of the Company’s 601,712,507 total A shares. 12 shareholders of A shares and their representatives attended the network meeting, representing 349,000 shares, taking 0.06% of the Company’s 601,712,507 total A shares. 3. Particulars about shareholders of B shares attending the meeting 5 shareholders of B shares and their representatives attended the meeting, representing 74,662,100 shares, taking30.92% 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, representing 73,677,580 shares, taking30.51% of the Company’s 241,500,000 total B shares. 3 shareholders of B shares and their representatives attended the network meeting, representing 984,520shares, taking 0.41% 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: 1.2023Work Report of the Board of Directors of the Company. 2.2023 Work Report of the Supervisory Committee of the Company. 3. 2023Financial Settlement Report of the Company. 4. 2023Profit Distribution Plan of the Company. 5. 2023 Annual Report of the Company. 6. Report on Authorizing the Chairman of the Board and the Company’s Management to Apply for the Bank Line of Credit and Bank Line of Loan for the year 2024. 7. Report on Estimating Routine Associated Transactions for the year 2024. 7.1 Report on Estimating Routine Associated Transactions for the year 2024 with the holding subsidiary of Dalian Bingshan Group Co., Ltd. The shareholders Mr.Ji Zhijian, Mr. Fan Wen, Dalian Bingshan Group Co., Ltd. are the correlative shareholders. They were avoided from voting this proposal. 7.2 Report on Estimating Routine Associated Transactions for the year 2024 with the company directly or indirectly controlled by Panasonic Holdings Corporation. The shareholder Sanyo Electric Co., Ltd. is the correlative shareholder. It was avoided from voting this proposal. 7.3 Report on Estimating Routine Associated Transactions for the year 2024 with other related parties. The shareholders Mr.Ji Zhijian, Mr. Fan Wen are the correlative shareholders. They were avoided from voting this proposal. 8. Report on Engaging Auditors for the Company in 2024. 9. Report on the amendment of the articles of Association. Refrigeration & Heat Transfer Technologies Co., Ltd. 12. Report on the sale of Guotai Junan shares. 13. Report on the election of directors of the ninth Board of Directors of the Company. 13.01 Elected Mr. Cai Liyong to be director. 13.02 Elected Mr. Kinoshita Ayumu to be director. 14. Report on A motion on requesting the General meeting of shareholders to authorize the Board of Directors to handle matters related to small-amount rapid financing. Details of the proposal could be found in the notice on resolution of the Board of Directors published in China Securities and http://www.cninfo.com.cn/ on April 26, 2024. 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. Bao Jingxin, Mrs. Liu Cuimei 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. May 24, 2024 中财网
 |