冰山冷热(000530)_公司公告_冰山B：2024年度股东大会决议公告(英文)_公司公告

冰山B：2024年度股东大会决议公告(英文)（下载公告）
公告日期:2025-05-23
Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.Public Notice on Resolution of 2024 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 22, 2025Internet polling: May 22, 2025 (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 22, 2025; (2)Voting through the Internet voting system of Shenzhen Stock Exchange: anytime from 9:15 amto 3:00 pm dated May 22, 2025. 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 2024 Shareholders’ General Meeting was published in ChinaSecurities dated: April 24, 2025.(II) Particulars about participants of the meeting 1. Particulars about general information of attending the meeting 335 shareholders and shareholders’ representatives attended the meeting, representing 252,098,054shares, taking29.90% of the Company’s total share capital 843,212,507 shares.Among them： 7 shareholders and shareholders’ representatives attended the on-site meeting, representing246,677,214 shares, taking 29.26% of the Company’s total share capital 843,212,507 shares.328 shareholders and shareholders’ representatives attended the network meeting, representing5,420,840 shares, taking 0.64 % of the Company’s total share capital 843,212,507 shares. 2. Particulars about shareholders of A shares attending the meeting 328 shareholders of A shares and their representatives attended the meeting, representing 177,061,354 shares, taking 29.42% of the Company’s 601,712,507 total A shares.Among them： 5 shareholders of A shares and their representatives attended the on-site meeting, representing173,066,064 shares, taking 28.76% of the Company’s 601,712,507 total A shares.323 shareholders of A shares and their representatives attended the network meeting, representing3,995,290 shares, taking 0.66% of the Company’s 601,712,507 total A shares. 3. Particulars about shareholders of B shares attending the meeting 7 shareholders of B shares and their representatives attended the meeting, representing 75,036,700shares, taking31.07% 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, representing73,611,150 shares, taking30.48% of the Company’s 241,500,000 total B shares.5 shareholders of B shares and their representatives attended the network meeting, representing1,425,550shares, taking 0.59 % 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: 1.2024 Work Report of the Board of Directors of the Company. 2.2024 Work Report of the Supervisory Committee of the Company. 3. 2024 Financial Settlement Report of the Company. 4. 2024 Profit Distribution Plan of the Company. 5. 2024 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 2025. 7. Report on Estimating Routine Associated Transactions for the year 2025. 7.1 Report on Estimating Routine Associated Transactions for the year 2025 with the holdingsubsidiary of Dalian Bingshan Group Co., Ltd.The shareholders Mr.Ji Zhijian, Mr.Song Wenbao, 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 2025 with the companydirectly or indirectly controlled by Panasonic Holdings Corporation.The shareholder Sanyo Electric Co., Ltd. is the correlative shareholder. It was avoided from votingthis proposal. 7.3 Report on Estimating Routine Associated Transactions for the year 2025 with other relatedparties.The shareholder Mr.Ji Zhijian is the correlative shareholders. They were avoided from voting thisproposal. 8. Report on Engaging Auditors for the Company in 2025. 9. Report on the absorbing and merging of wholly-owned subsidiaries. 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 24, 2025.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 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 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 23, 2025
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Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.Public Notice on Resolution of 2024 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 22, 2025Internet polling: May 22, 2025

(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 22, 2025;

(2)Voting through the Internet voting system of Shenzhen Stock Exchange: anytime from 9:15 amto 3:00 pm dated May 22, 2025.

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 2024 Shareholders’ General Meeting was published in ChinaSecurities dated: April 24, 2025.(II) Particulars about participants of the meeting

1. Particulars about general information of attending the meeting

335 shareholders and shareholders’ representatives attended the meeting, representing 252,098,054shares, taking29.90% of the Company’s total share capital 843,212,507 shares.Among them：

7 shareholders and shareholders’ representatives attended the on-site meeting, representing246,677,214 shares, taking 29.26% of the Company’s total share capital 843,212,507 shares.328 shareholders and shareholders’ representatives attended the network meeting, representing5,420,840 shares, taking 0.64 % of the Company’s total share capital 843,212,507 shares.

2. Particulars about shareholders of A shares attending the meeting

328 shareholders of A shares and their representatives attended the meeting, representing

177,061,354 shares, taking 29.42% of the Company’s 601,712,507 total A shares.Among them：

5 shareholders of A shares and their representatives attended the on-site meeting, representing173,066,064 shares, taking 28.76% of the Company’s 601,712,507 total A shares.323 shareholders of A shares and their representatives attended the network meeting, representing3,995,290 shares, taking 0.66% of the Company’s 601,712,507 total A shares.

3. Particulars about shareholders of B shares attending the meeting

7 shareholders of B shares and their representatives attended the meeting, representing 75,036,700shares, taking31.07% 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, representing73,611,150 shares, taking30.48% of the Company’s 241,500,000 total B shares.5 shareholders of B shares and their representatives attended the network meeting, representing1,425,550shares, taking 0.59 % 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:

1.2024 Work Report of the Board of Directors of the Company.

2.2024 Work Report of the Supervisory Committee of the Company.

3. 2024 Financial Settlement Report of the Company.

4. 2024 Profit Distribution Plan of the Company.

5. 2024 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 2025.

7. Report on Estimating Routine Associated Transactions for the year 2025.

7.1 Report on Estimating Routine Associated Transactions for the year 2025 with the holdingsubsidiary of Dalian Bingshan Group Co., Ltd.The shareholders Mr.Ji Zhijian, Mr.Song Wenbao, 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 2025 with the companydirectly or indirectly controlled by Panasonic Holdings Corporation.The shareholder Sanyo Electric Co., Ltd. is the correlative shareholder. It was avoided from votingthis proposal.

7.3 Report on Estimating Routine Associated Transactions for the year 2025 with other relatedparties.The shareholder Mr.Ji Zhijian is the correlative shareholders. They were avoided from voting thisproposal.

8. Report on Engaging Auditors for the Company in 2025.

9. Report on the absorbing and merging of wholly-owned subsidiaries.

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 24, 2025.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 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 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 23, 2025

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