（原标题：杭州海联讯科技股份有限公司换股吸收合并杭州汽轮动力集团股份有限公司暨关联交易预案（英文））
Stock Code：300277 Stock ID：Hirisun Listed on: Shenzhen Stock Exchange(SZSE)
Stock Code：200771 Stock ID：Hangqilun B Listed on: Shenzhen Stock Exchange(SZSE)
Plan for Hangzhou Hirisun Technology Inc. Stock-for-stock Merger of Hangzhou Turbine Power Group Co., Ltd. & Related Party Transaction
Acquirer: Hangzhou Hirisun Technology Incorporated.
Acquiree: Hangzhou Turbine Power Group Co., Ltd.
Room 206-6, Dongqing Building, No. 60, Qingchun Road, Gongshu District, Hangzhou City, Zhejiang Province
Building 1, No. 608, Kangxin Road, Linping District, Hangzhou City, Zhejiang Province
November 2024
Statement
I. The M&A Parties and all directors, supervisors and senior executives thereof give a pledge on the authenticity, accuracy and integrity of the plan and abstract thereof, and bear legal liability for false records, misleading statements or major omissions therein, if any.
II. Till the signing date of the plan, all the work in connection with the transaction is yet to complete, and some data concerned in the plan are not audited by an accounting firm prescribed by the Securities Law. So discrete use of relevant information is advised for investors. Boards and all board members of Hirisun and HTC give a pledge on the authenticity and rationality of relevant data cited from the plan. Upon the completion of all the transaction-related work, Hirisun and HTC shall otherwise convene a board meeting, to deliberate on other unsettled matters regarding the transaction and prepare a report on stock-for-stock merger. Meanwhile, they shall perform relevant procedures for board deliberation. The audited historical financial data, financial data for reference and valuation will be disclosed in the report on stock-for-stock merger.
III. The dominant shareholders and all directors, supervisors and senior executives of the M&A Parties make a commitment, If the transaction is investigated and put on file by the judiciary or inquired and put on file by the CSRC, shares of HTC and Hirisun shall not be transferred before conclusions are drawn. And within two trading days upon the receipt of notice on case investigation, suspended stock accounts and relevant written request shall be handed over to the boards of HTC and Hirisun, which will then, on my behalf, apply for locking to the stock exchange and securities depository and clearing agency; if no application for locking is filed within two trading days, the mandated board of Hirisun shall verify and submit my personal identity information and account information to the stock exchange and securities depository and clearing agency in application for locking; if the boards of HTC and Hirisun fails to submit my personal identity information and account information to the stock exchange and securities depository and clearing agency, the stock exchange and securities depository and clearing agency shall be authorized to lock relevant shares. In case of any breaches of laws or regulations found in the conclusion of investigation, I myself pledge to lock shares for use subject to arrangements for compensation to relevant investors.
If the given or disclosed information in the transaction relates to any false records, misleading statements or major omissions, and causes losses to HTC or investors, I will bear liability of compensation by law.
If the disclosed or given information in the transaction relates to any false records, misleading statements or major omissions, as a result of which, I am investigated and put on file by the judiciary or inquired and put on file by the CSRC, shares of HTC and Hirisun shall not be transferred before conclusions are drawn. And within two trading days upon the receipt of notice on case investigation, suspended stock accounts and relevant written request shall be handed over to the boards of HTC and Hirisun, which will then, on my behalf, apply for locking to the stock exchange and securities depository and clearing agency; if no application for locking is filed within two trading days, the mandated board of Hirisun shall verify and submit my personal identity information and account information to the stock exchange and securities depository and clearing agency in application for locking; if the boards of HTC and Hirisun fails to submit my personal identity information and account information to the stock exchange and securities depository and clearing agency, the stock exchange and securities depository and clearing agency shall be authorized to lock relevant shares. In case of any breaches of laws or regulations found in the conclusion of investigation, I myself pledge to lock shares for use subject to arrangements for compensation to relevant investors.
Chapter VIII Statement and Commitment
I. Statement of all directors, supervisors and senior executives of the Acquirer
The Company and all directors, supervisors and senior executives thereof give a pledge on the authenticity, accuracy and integrity of the plan and abstract thereof, and bear legal liability for false records, misleading statements or major omissions therein, if any. All the work of audit and valuation in connection with the transaction is yet to complete, and audited financial data and valuation results regarding relevant assets will be disclosed in the report on stock-for-stock merger. The Company and all board members give a pledge on the authenticity and rationality of relevant data cited from the plan and abstract thereof.
Signature of directors:
Qian Yuchen
Wang Lin
Du Minghui
Zheng Xiaohu
Lin Xian
Lu Guangjun
Tan Qing
Signature of supervisors:
Sun Qinghong
Hu Wanrong
Zhang Juncong
Signature of non-director senior executives:
Gao Chunfeng
Chen Xiang
Hangzhou Hirisun Technology Inc.
November 9, 2024
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