Stock Code: 000530; 200530 Short Form of the Stock:Bingshan; Bingshan B No:2022-020
Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.
Public Notice on Resolution of the
4th Meeting of the 9th Board of Directors
Important:
The directors and the Board of Directors of Bingshan Refrigeration & Heat Transfer Technologies
Co., Ltd. hereby confirm that there are no any important omissions, fictitious statements or serious
misleading carried in this report.
I. Calling of the Board Meeting
1. The Notice on holding of the Board Meeting was served by written form on April 11, 2022.
2. The Board Meeting held in the form of live and video dated April 22, 2022.
3. Nine Directors should present for voting and all of them are present actually.
4. The Meeting was presided over by Mr. Ji Zhijian, Chairman of the Board of the Company.
5. The Meeting was regarded as abiding the relevant laws, administrative regulation, department
rules, normative documents as well as the Article of Association.
II. Deliberation of the Board Meeting
1. 2021 Work Report of the General Manager of the Company；
With 9 votes for, 0 vote against and 0 vote as abstention.
2. 2021 Work Report of the Board of Directors of the Company;
With 9 votes for, 0 vote against and 0 vote as abstention.
3. 2021 Financial Settlement Report of the Company;
With 9 votes for, 0 vote against and 0 vote as abstention.
4. 2021 Profit Distribution Preplan of the Company;
According to the audit by ShineWing CPAs (Special General Partnership), the net profit made by
the parent company of the Company in 2021 was RMB -86.252 million. Plus the initial
undistributed profit of RMB 911.033 million and minus the dividend of RMB 8.432 million of
common shares paid in 2020 and the drawn free surplus reserve of RMB 12.785 million (20%),
the accumulated profit distributable to the shareholders was RMB 803.564 million.
The Company’s profit distribution preplan for 2021:
Based on the total capital stock of 843,212,507 shares, the dividend of RMB 0.1 in cash (including
tax) will be distributed for every 10 shares, the total cash dividend is RMB 8.432 million, and the
cash dividend for B share is converted and paid in Hong Kong dollars.
If the share capital changes from the disclosure of this plan to the equity registration date of
implementing the profit distribution plan, the distribution proportion will be adjusted accordingly
according to the principle that the total distribution amount remains unchanged.
The above preplan shall be submitted to the 2021 shareholders’ general meeting for review and
approval.
With 9 votes for, 0 vote against and 0 vote as abstention.
5. Annual Report for the year 2021;
With 9 votes for, 0 vote against and 0 vote as abstention.
6. Quarterly Report for First Quarter of 2022;
With 9 votes for, 0 vote against and 0 vote as abstention.
7. Report of evaluation on internal control of the Company for the year 2021;
（For details, see http://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
8. Report of social responsibility of the Company for the year 2021;
（For details, see http://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
9. The independent directors’ report on their work for the year 2021;
（For details, see http://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
10. Report on withdrawing provisions for devaluation of assets;
（For details, see http://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
11. Report on authorizing the Company’s Chairman of the Board and management to apply for the
bank line of credit and bank line of loan in 2022;
In order to meet the need of the Company’s normal production and operation, the General
Manager and Financial Majordomo of the Company are authorized to apply for the comprehensive
bank line of credit not more than 1,200 million yuan, and Chairman of the Board of Directors of
the Company is authorized to apply for the bank line of loan not more than 800 million yuan.
With 9 votes for, 0 vote against and 0 vote as abstention.
12. Report on Estimated Associated Transactions for the year 2022;
It is predicted that the total amount of routine associate transactions of the Company in the whole
year of 2022 will be around RMB 766.5 million yuan, consisting of around RMB 173.5 million
yuan for purchasing auxiliary products for package projects from associate parties and around
RMB 593 million yuan for selling auxiliary spare parts to associate parties.
The Company’s independent directors reviewed this proposal on April 11, 2022 and agreed on
submitting it to the Board of Directors for discussions.
Correlative directors were avoided from voting this proposal respectively.
（For details, see http://www.cninfo.com.cn）
With 5 or 4 votes for, 0 vote against and 0 vote as abstention.
13. Report on Engaging Auditors for the Company in 2022;
The Company planned to reengage ShineWing CPAs (Special General Partnership) as its auditors
for 2022to integrate and audit the financial statements and internal control of the company. Based
on the actual situation of the auditing task, the Company planned to pay ShineWing CPAs (Special
General Partnership) RMB 770,000 as the annual financial statements auditing fee (RMB 770,000
for year 2021), and RMB 300,000 as the annual internal control auditing fee. And the
corresponding expenditures arising from the auditing shall be born by itself.
The Company’s independent directors reviewed this proposal on April 11, 2022 and agreed on
submitting it to the Board of Directors for discussions.
With 9 votes for, 0 vote against and 0 vote as abstention.
14. Report on Amending Articles of Association of the Company;
（For details, see http://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
15. Report on amending the rules of procedure of the General Meeting of Shareholders;
（For details, see http://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
16. Report on amending the rules of procedure of the Board of Directors;
（For details, see http://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
17. Report on amending the rules of procedure of the Board of Supervisors;
（For details, see http://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
18. Report on revising and improving the relevant management system;
（For details, see http://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
19. Issues relevant to 2021Shareholders’ General Meeting.
（For details, see http://www.cninfo.com.cn）
With 9 votes for, 0 vote against and 0 vote as abstention.
Among the above resolutions, resolution 2、3、4、5、11、12、13、14、15、16、17 shall be submitted
to 2021 shareholders’ general meeting for review and approval.
III. Documents available for reference
1. Proposal of the Meeting with signature of attended directors and seal of the Board;
2. Opinions from independent directors.
Board of Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.
April 23, 2022
