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公司公告

冰山B:关于召开2024年第一次临时股东大会的通知(英文)2024-12-11  

Stock Code: 000530; 200530                                              Notice No: 2024-029
Short Form of the Stock: Bingshan; Bingshan B

    Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.
      Notice on Holding 1st Extraordinary Shareholders’ General
                            Meeting 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 or
important omissions carried in this notice.
I. Particulars about holding the meeting
1. The period of board session: The 1st Extraordinary Shareholders’ General Meeting of 2024
2. Convener: The Board of Directors of the Company, holding the Shareholders’ General Meeting
after the deliberation of 23th Meeting of 9th Session of the Board.
3. The meeting is in line with the relevant laws and administrative regulations, departmental rules
and regulations, regulatory documents and relevant provisions of articles of association of the
Company
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 dated
December 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 an
internet 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 the
network 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 the
meeting 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 Branch
of China Securities Depository and Clearing Corporation Limited while the close of trading at noon
on record date. The above mentioned shareholders of the Company have the right to attend the
meeting, they can attend the meeting through proxy by trust deed and shareholder of the Company
wouldn’t be necessary as the proxy.
The shareholders who should avoid voting on the meeting, shall not accept entrustment of other
shareholders 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 Company
II. 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 10th Session of the Board.
Elected Mr. Zhai Yunling , Mrs. Liu Yuanyuan, Mrs.Yao Hong, to be independent directors of 10th
Session of the Board.
             2. General election of supervisors
             Elected Mrs. Dai Yuling, Mr. Li Sheng, to be shareholder representative supervisor of 10th Session
             of the Supervisory Committee.
             Candidates for independent directors should be submitted for approval the 1st Extraordinary
             Shareholders’ General Meeting of 2024 after filed by Shenzhen Stock Exchange without a dissenting
             voice.
             Details of the proposal could be found in the notice on resolution of the Board of Directors and
             Supervisory Committee published in China Securities, and http://www.cninfo.com.cn/ on December
             11, 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

                                                                                                             3 people should be
      9.00          Election of independent directors to the 10th Board of Directors of the Company
                                                                                                                  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 directors
             should be elected, and the number of voting votes owned by shareholders shall be multiplied by the
             number of voting shares held by shareholders. Shareholders may allocate the number of voting votes
             owned by shareholders arbitrarily among the candidates (they may cast zero votes), but the total
             number 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 be
             taken for individual shareholders. If attended the meeting by proxy, the attendant must hold the ID
             copy of the client, power of attorney, shareholding certificates, stock account card along with agent’s
             ID card for registration;
             (2) For corporate shareholders, the copy of the business license, certificate of identity of the legal
             representative, 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 meeting
registration 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)-87968822
Fax: (86-411)-87968125
Contact Person: Ms. Du Yu
Contact Address: 106 Liaohe East Road, Dalian Economic and Technological Development Zone
Securities and Legal Affairs Department, Bingshan Refrigeration & Heat Transfer Technologies Co.,
Ltd.
Post Code: 116630
The spot meeting will be a period of half a day. Transportation and boarding expenses for attendance
shall be paid by the participants themselves.
V. Operational process of network polling
In the shareholders’ general meeting, shareholders can participate in voting through the trading
system and internet polling system (http://wltp.cninfo.com.cn) of Shenzhen Stock Exchange. (More
details please see the attachment 1)
VI. Documents available for reference
1. Resolution and Announcement documents of the 23th Meeting of 9th Session of the Board of the
     Company;
2. Resolution and Announcement documents of the12th Meeting of the 9th Supervisory Committee
3. Other relevant documents according to the SZSE.

            Board of Directors of Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.
                                                           December 11, 2024
Attachment 1
                           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 candidate
shall be reported. A shareholder shall cast a vote limited to the number of electoral votes for each
bill sponsor group in his possession. If the number of electoral votes cast by a shareholder exceeds
the number of electoral votes in his possession, the voting votes cast by a shareholder in respect of
that bill sponsor group shall be deemed invalid. If you disagree with a candidate, you can cast zero
votes for that candidate. List of electoral votes cast for candidates under the cumulative voting
system:
 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 adopts
equal election, and the number of candidates is 3.
The number of voting votes held by shareholders = the total number of voting shares represented by
shareholders ×3.
Shareholders may divide their votes equally among the three independent director candidates or
arbitrarily among the three independent director candidates, provided that the total number of votes
shall 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 first
effective voting should prevail. If the shareholder voted for general proposal after relevant proposal
voting, the voting result for relevant proposal should prevail, and other un-voted proposals would
base on the result voting for general proposal. If voted for relevant proposal after voting for general
proposal, 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 on
December 27, 2024.
2. Shareholders voting via internet poll system, according to the regulation of Business
Implementation of Network Service Identity Verification for Investors of SZSE, shareholders must
choose 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 password
or digital certificate.
              Attachment 2
                                              Authorized Letter of Attorney

              Hereby entrust Mr. /Ms.                     to attend The 1st Extraordinary Shareholders’ General
              Meeting of 2024 of Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd. on behalf of
              himself 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 voting
              result)
                                                                                                                Type of voting result
      Code of proposal                                 The content of proposals
                                                                                                          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
                              Election of independent directors to the 10th Board of Directors of the     3 people should be selected
           9.00
                              Company
           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