Stock Code: 000530; 200530 Notice No: 2024-029Short Form of the Stock: Bingshan; Bingshan B
Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.Notice on Holding 1
stExtraordinary Shareholders’ GeneralMeeting 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 orimportant omissions carried in this notice.I. Particulars about holding the meeting
1. The period of board session: The 1
st
Extraordinary Shareholders’ General Meeting of 2024
2. Convener: The Board of Directors of the Company, holding the Shareholders’ General Meetingafter the deliberation of 23
th
Meeting of 9
th
Session of the Board.
3. The meeting is in line with the relevant laws and administrative regulations, departmental rulesand regulations, regulatory documents and relevant provisions of articles of association of theCompany
4. Date of the meeting:
(1) On-site meeting: 3:00 pm, December 27, 2024
(2) Internet polling: the poll through network via trading system of SZSE will be at 9:15-9:25,9:30-11:30 am and 1:00-3:00 pm dated December 27, 2024; any time from 9:15 am to 3:00 pm datedDecember 27, 2024 will available for polling through internet poll system of SZSE.
5. Way of holding: On-site votes plus network polling .The Company will provide a voting as aninternet form to whole shareholders through the trading system and internet poll system(http://wltp.cninfo.com.cn) of SZSE. Shareholders should participate in voting any time in thenetwork polling during the above mentioned time period.
6. Record date of the meeting
The record date of the meeting was December 23, 2024. B shareholders who wanted to attend themeeting should buy shares of the Company no later than December 18, 2024.
7. Attendance
(1) All shareholders of the Company whose names appear on the register of the Shenzhen Branchof China Securities Depository and Clearing Corporation Limited while the close of trading at noonon record date. The above mentioned shareholders of the Company have the right to attend themeeting, they can attend the meeting through proxy by trust deed and shareholder of the Companywouldn’t be necessary as the proxy.The shareholders who should avoid voting on the meeting, shall not accept entrustment of othershareholders to vote.
(2) Directors, supervisors and senior executives of the Company
(3) Attorney engaged by the Company
(4) Other people the Board of Directors of the Company agreed to attend
8. Place of the meeting
The conference room of the CompanyII. Particulars about examination of the meeting
1. General election of directors
Elected Mr. Ji Zhijian, Mr. Cai Liyong, Mr.Xuwei, Mr. Kinoshita Ayumu, Mr. Nishimoto Shigeyuki,Mr. Song Wenbao, to be non-independent directors of 10
th
Session of the Board.Elected Mr. Zhai Yunling , Mrs. Liu Yuanyuan, Mrs.Yao Hong, to be independent directors of 10
th
Session of the Board.
2. General election of supervisors
Elected Mrs. Dai Yuling, Mr. Li Sheng, to be shareholder representative supervisor of 10
thSessionof the Supervisory Committee.Candidates for independent directors should be submitted for approval the 1
stExtraordinaryShareholders’ General Meeting of 2024 after filed by Shenzhen Stock Exchange without a dissentingvoice.Details of the proposal could be found in the notice on resolution of the Board of Directors andSupervisory Committee published in China Securities, and http://www.cninfo.com.cn/ on December11, 2024.III. Code of proposals
Code of proposal | The content of proposal | The column can vote |
100 | general proposal , all proposals except cumulative voting proposals | √ |
Non-cumulative voting proposal | ||
1.00 | Elected Mr. Ji Zhijian to be non-independent director | √ |
2.00 | Elected Mr. Cai Liyong to be non-independent director | √ |
3.00 | Elected Mr. Xu Wei to be non-independent director | √ |
4.00 | Elected Mr. Mr. Kinoshita Ayumu to be non-independent director | √ |
5.00 | Elected Mr. Nishimoto Shigeyuki to be non-independent director | √ |
6.00 | Elected Mr.Song Wenbao to be non-independent director | √ |
7.00 | Elected Mrs. Dai Yuling to be shareholder representative supervisor | √ |
8.00 | Elected Mr. Li Sheng to be shareholder representative supervisor | √ |
Cumulative voting proposal Equal election | ||
9.00 | Election of independent directors to the 10th Board of Directors of the Company | 3 people should be selected |
9.01 | Elected Mr. Zhai Yunling to be independent director | √ |
9.02 | Elected Mrs. Liu Yuanyuan to be independent director | √ |
9.03 | Elected Mrs. Yao Hong to be independent director | √ |
Note: Proposal 9 adopts the voting method of cumulative voting system, 3 independent directorsshould be elected, and the number of voting votes owned by shareholders shall be multiplied by thenumber of voting shares held by shareholders. Shareholders may allocate the number of voting votesowned by shareholders arbitrarily among the candidates (they may cast zero votes), but the totalnumber shall not exceed the number of voting votes owned by them.IV. Registration way of spot meeting
1. Registration way
(1) Personal ID card accompanied by the shareholding certificates and stock account card must betaken for individual shareholders. If attended the meeting by proxy, the attendant must hold the IDcopy of the client, power of attorney, shareholding certificates, stock account card along with agent’sID card for registration;
(2) For corporate shareholders, the copy of the business license, certificate of identity of the legalrepresentative, power of attorney, shareholding certificates along with ID of proxy must be necessary.
(3) The shareholders in other places can register in way of letter, fax or e-mail.
(4) Registration time
From December 24, 2024 to December 27, 2024 until the host announced the end of the meetingregistration on the spot meeting
(5) Place of registration
The Securities and Legal Affairs Department of the Company
2. Contact way of the meeting
Contact telephone number: (86-411)-87968822Fax: (86-411)-87968125Contact Person: Ms. Du YuContact Address: 106 Liaohe East Road, Dalian Economic and Technological Development ZoneSecurities and Legal Affairs Department, Bingshan Refrigeration & Heat Transfer Technologies Co.,Ltd.Post Code: 116630The spot meeting will be a period of half a day. Transportation and boarding expenses for attendanceshall be paid by the participants themselves.V. Operational process of network pollingIn the shareholders’ general meeting, shareholders can participate in voting through the tradingsystem and internet polling system (http://wltp.cninfo.com.cn) of Shenzhen Stock Exchange. (Moredetails please see the attachment 1)VI. Documents available for reference
1. Resolution and Announcement documents of the 23
th Meeting of 9
thSession of the Board of theCompany;
2. Resolution and Announcement documents of the12
th
Meeting of the 9
thSupervisory Committee
3. Other relevant documents according to the SZSE.
Board of Directors of Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.December 11, 2024
Operational process of network polling
I. The process of network polling
1. Voting code: 360530; Voting abbreviation: “Bingshan voting”
2. The proposal and vote opinion
(1) For cumulative voting proposals, the number of election votes cast for a particular candidateshall be reported. A shareholder shall cast a vote limited to the number of electoral votes for eachbill sponsor group in his possession. If the number of electoral votes cast by a shareholder exceedsthe number of electoral votes in his possession, the voting votes cast by a shareholder in respect ofthat bill sponsor group shall be deemed invalid. If you disagree with a candidate, you can cast zerovotes for that candidate. List of electoral votes cast for candidates under the cumulative votingsystem:
The number of electoral votes cast for a candidate | Content |
Vote X1 for candidate A | X1 |
Vote X2 for candidate B | X2 |
… | |
total | Not more than the number of votes held by such shareholder |
Proposal 9 of the General meeting of shareholders is a cumulative voting proposal, which adoptsequal election, and the number of candidates is 3.The number of voting votes held by shareholders = the total number of voting shares represented byshareholders ×3.Shareholders may divide their votes equally among the three independent director candidates orarbitrarily among the three independent director candidates, provided that the total number of votesshall not exceed the number of election votes held by them.
(2) For non-cumulative voting proposals, fill in the voting opinion, agree, oppose, and abstain.
3. The shareholder vote for general proposal means the same voting result for all proposals.If the shareholder voted for general proposal and for individual proposal at the same time, the firsteffective voting should prevail. If the shareholder voted for general proposal after relevant proposalvoting, the voting result for relevant proposal should prevail, and other un-voted proposals wouldbase on the result voting for general proposal. If voted for relevant proposal after voting for generalproposal, the result voting for general proposal should prevail.II. Vote via trading system of SZSE
1. Voting period: 9:15-9:25 am, 9:30-11:30 am, 1:00-3:00 pm December 27, 2024
2. Shareholders can participate in voting through the trading system.
III. Voting via internet poll system
1. Voting period: The voting via internet poll system will start at 9:15 am and close at 3:00 pm onDecember 27, 2024.
2. Shareholders voting via internet poll system, according to the regulation of BusinessImplementation of Network Service Identity Verification for Investors of SZSE, shareholders mustchoose the digital certificate or service password for identity verification.
3. The shareholders may vote on-line via logging in http://wltp.cninfo.com.cn with service passwordor digital certificate.
Authorized Letter of Attorney
Hereby entrust Mr. /Ms. to attend The 1
st
Extraordinary Shareholders’ GeneralMeeting of 2024 of Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd. on behalf ofhimself or herself and execute vote rights on behalf.
Consigner (signature): ID No. of consigner:
Shareholder account No. of consigner:
Amount of shares held by consigner: A/B
Consignee: ID No. of consignee:
Date of entrustment:
The term of validity for the entrustment:
Consigner (signature or seal):
Consignee (signature):
The exercise of voting rights are as follows(The attorney should be filled by “√” in votingresult)
Code of proposal | The content of proposals | Type of voting result | ||
For | Against | Abstention | ||
100 | General proposal , all proposals except cumulative voting proposals | |||
Non-cumulative voting proposal | ||||
1.00 | Elected Mr. Ji Zhijian to be non-independent director | |||
2.00 | Elected Mr. Cai Liyong to be non-independent director | |||
3.00 | Elected Mr. Xu Wei to be non-independent director | |||
4.00 | Elected Mr. Mr. Kinoshita Ayumu to be non-independent director | |||
5.00 | Elected Mr. Nishimoto Shigeyuki to be non-independent director | |||
6.00 | Elected Mr.Song Wenbao to be non-independent director | |||
7.00 | Elected Mrs. Dai Yuling to be shareholder representative supervisor | |||
8.00 | Elected Mr. Li Sheng to be shareholder representative supervisor | |||
Cumulative voting proposal | Fill in the number of votes cast for the candidates in an equal election | |||
9.00 | Election of independent directors to the 10th Board of Directors of the Company | 3 people should be selected | ||
9.01 | Elected Mr. Zhai Yunling to be independent director | |||
9.02 | Elected Mrs. Liu Yuanyuan to be independent director | |||
9.03 | Elected Mrs. Yao Hong to be independent director |