Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd.
Resolution of 14
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 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 April 28,2023.
2. The Board Meeting held by communication vote dated May 4, 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 purchasing the equity of Panasonic Refrigeration (Dalian) Co., Ltd.(Panasonic Refrigeration)The Company planned to purchase 100 percent equity of Panasonic Refrigeration,40% of Panasonic Refrigeration held by Panasonic Electric (China) Co., LTD and60% of Panasonic Refrigeration held by Sanyo Electric Co., LTD with price of RMB
145.2855 million yuan.
After the above mentioned equity transfer finished, the Company will hold 100percent equity of Panasonic Refrigeration.The above mentioned transaction constitutes a related transaction. Independentdirectors of the Company deliver a prior approval for the proposal on April 28, 2023and agree to submit for deliberation on the Board. Related directors Mr. YokooSadaaki and Mr . Nishimoto Shigeyuki are avoiding the votes for the proposal.7 votes for; 0 vote against; 0 vote as abstention.The proposal should be submitted for deliberation on the 2022 Shareholders’ GeneralMeeting.
2. Report on the signing of the "Conditional Equity Transfer Agreement"Related directors Mr. Yokoo Sadaaki and Mr . Nishimoto Shigeyuki are avoiding thevotes for the proposal.7 votes for; 0 vote against; 0 vote as abstention.The proposal should be submitted for deliberation on the 2022 Shareholders’ GeneralMeeting.
3. Report on holding the 2022 Shareholders’ General Meeting
With 9 votes for, 0 vote against and 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.May 5, 2023