Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.
Resolution of 13
th Meeting of 8
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 orserious misleading 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 17November 2020.
2. The Board Meeting held by communication vote dated 27 November 2020.
3. Six 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 transferring the equity of Dalian Bingshan Group ManagementConsulting Co., Ltd. (Bingshan Consulting)The Company planned to transfer 49 percent equity of Bingshan Consulting, whichwas held by the Company, to Dalian Bingshan Group Co., Ltd. with price of RMB74,007.7 thousand Yuan.After the above mentioned equity transfer finished, the Company will not hold equityof Bingshan Consulting.The above mentioned transaction constitutes a related transaction. Independentdirectors of the Company deliver a prior approval for the proposal on November 17,2020 and agree to submit for deliberation on the Board. Related directors Mr. JiZhijian, Mrs. Xu Junrao and Mr. Yokoo Sadaaki are avoiding the votes for theproposal.6 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.28 November 2020