Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.
Resolution of 18
th Meeting of 9
thSession of the Board
Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd. (the “Company”) andits whole members of Board of Directors ensure that the public notice is real, accurateand complete, and there are no any important omissions, fictitious statements or seriousmisleading carried in this notice.
I. Calling of the Board Meeting
1. The notice on holding of the Board Meeting was served by written form on November17, 2023.
2. The Board Meeting held by communication vote dated November 23, 2023.
3. Nine directors should present for voting and all of them are present actually.
4. 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.Report on subsidiary Bingshan Sonyo Compressor (Dalian) Co., Ltd. purchase ofunlicensed plant belonging to Dalian Bingshan Group Co., Ltd.Agreed Sonyo Compressor to purchase Dalian Bingshan Group Co., Ltd. constructionarea of 6,487.59 square meters of unlicensed plant, in order to achieve the integrationof real estate, smoothly handle the certificate of property rights.The purchase price of the plant is based on the evaluation value issued by the third-party evaluation agency on July 31, 2023, and is determined to be 12,748,100 yuan, andthe unit price is 1,965 yuan /㎡.The above mentioned transaction constitutes a related transaction. The independentdirectors of the Company held a special meeting of independent directors on November17, 2023 and agreed to submit this proposal to the Board of Directors for consideration.Related directors Ji Zhijian, Fanwen, Song Wenbao, Mr. Yokoo Sadaaki and Mr .Nishimoto Shigeyuki are avoiding the votes for the proposal.4 votes for; 0 vote against; 0 vote as abstention.
2. Report on dismissing and appointing the general manager of the CompanyAccording to the needs of the Company's development, Mr. Yin Xide's position as thegeneral manager of the Company was dismissed; upon nomination by the chairman ofthe Company, Mr. Cai Liyong was appointed as the general manager of the Company,and his term of office ended on the expiration of the term of office of the 9th board ofdirectors of the Company. The formal dismissal and appointment date is January 1,2024.(For details, please refer to the announcement on dismissing and appointing the generalmanager of the Company issued by the Company on the same day.)The Company's independent directors reviewed the above matters and expressed theirindependent opinions.9 votes for; 0 vote against; 0 vote as abstention.
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.November 24, 2023