杭汽轮Ｂ: 九届十次董事会决议公告（英文）内容摘要

（原标题：九届十次董事会决议公告（英文））

Hangzhou Turbine Power Group Co., Ltd. held the 10th Meeting of the 9th Term of Board on November 9, 2024. All 9 directors attended the meeting, with Director Li Bo voting by telecommunication. The meeting was chaired by Chairman Ye Zhong and was legally compliant with the Company Law and Articles of Association.

The meeting reviewed and passed the following proposals:

1. Proposal on the Transaction Complying with the Relevant Laws and Regulations of the Major Asset Restructuring of Listed Companies
2. Hangzhou Hirisun Technology Incorporated (Hirisun) plans to absorb and merge Hangzhou Turbine by issuing A shares to all shareholders of Hangzhou Turbine.
3. The Transaction complies with relevant laws, regulations, and normative documents.
4. 4 votes in favor, 0 objections, 0 waivers.
5. Related directors Ye Zhong, Li Binghai, Li Shijie, Pan Xiaohui, and Li Bo waived voting.

6. This proposal is subject to examination of the Shareholders’ Meeting.

7. Proposal on the Share Exchange and Merger of Hangzhou Turbine Power Group Co., Ltd.

8. Specific plan includes:
   • Hirisun will issue A shares to all shareholders of Hangzhou Turbine and absorb and merge Hangzhou Turbine.
   • Hirisun will inherit all assets, liabilities, business, personnel, and rights and obligations of Hangzhou Turbine.
   • The type of shares issued is domestically listed RMB ordinary shares (A shares) with a par value of 1.00 yuan per share.
   • The exchange price of Hirisun is 9.56 yuan per share, and the exchange ratio is 1:1.
   • The total number of shares issued by Hirisun is 1,175,009,597 shares.
   • The A-shares issued will be listed on the Growth Enterprise Market of the Shenzhen Stock Exchange.
9. 4 votes in favor, 0 objections, 0 waivers.
10. Related directors Ye Zhong, Li Binghai, Li Shijie, Pan Xiaohui, and Li Bo waived voting.

11. This proposal is subject to examination of the Shareholders’ Meeting.

12. Proposal on the Share Exchange and Absorption and Merger of Hangzhou Turbine Power Group Co., Ltd. Namely the Related Party Transaction Plan by Hangzhou Hirisun Technology Incorporated and its Summary

13. The Company prepared the plan in accordance with relevant laws and regulations.
14. 4 votes in favor, 0 objections, 0 waivers.
15. Related directors Ye Zhong, Li Binghai, Li Shijie, Pan Xiaohui, and Li Bo waived voting.

16. This proposal is subject to examination of the Shareholders’ Meeting.

17. Proposal on Signing the Conditional Effective “Share Exchange and Absorption Merger Agreement between Hangzhou Hirisun Technology Incorporated and Hangzhou Turbine Power Group Co., Ltd.”

18. The agreement outlines the merger arrangements, exchange price, share exchange ratio, and other terms.
19. 4 votes in favor, 0 objections, 0 waivers.
20. Related directors Ye Zhong, Li Binghai, Li Shijie, Pan Xiaohui, and Li Bo waived voting.

21. This proposal is subject to examination of the Shareholders’ Meeting.

22. Proposal on the Transaction Constituting a Major Asset Restructuring and Related Party Transaction

23. The Transaction constitutes a major asset restructuring and a related party transaction.
24. 4 votes in favor, 0 objections, 0 waivers.
25. Related directors Ye Zhong, Li Binghai, Li Shijie, Pan Xiaohui, and Li Bo waived voting.

26. This proposal is subject to examination of the Shareholders’ Meeting.

27. Proposal on the Transaction Expected to Be Constituted the Situation of Restructuring Listing of Article 13 of the Measures for the Administration of Major Asset Restructuring of Listed Companies

28. The Transaction is expected to constitute a restructuring listing.
29. 4 votes in favor, 0 objections, 0 waivers.
30. Related directors Ye Zhong, Li Binghai, Li Shijie, Pan Xiaohui, and Li Bo waived voting.

31. This proposal is subject to examination of the Shareholders’ Meeting.

32. Proposal on the Transaction Complying with Article 4 of the Regulatory Guidelines for Listed Companies No. 9- Regulatory Requirements for Listed Companies for the Planning and Implementation of Major Asset Restructuring

33. The Transaction complies with the relevant provisions of Article 4.
34. 4 votes in favor, 0 objections, 0 waivers.
35. Related directors Ye Zhong, Li Binghai, Li Shijie, Pan Xiaohui, and Li Bo waived voting.

36. This proposal is subject to examination of the Shareholders’ Meeting.

37. The proposal on the Transaction conforming to the provisions of Article 11 of the Measures for the Administration of Major Asset Restructuring of Listed Companies

38. The Transaction conforms to the provisions of Article 11.
39. 4 votes in favor, 0 objections, 0 waivers.
40. Related directors Ye Zhong, Li Binghai, Li Shijie, Pan Xiaohui, and Li Bo waived voting.

41. This proposal is subject to examination of the Shareholders’ Meeting.

42. Proposal on the purchase and sale of assets by the listed company in the 12 months prior to the Transaction

43. The Company has not purchased or sold major assets in the 12 months prior to the Transaction.
44. 4 votes in favor, 0 objections, 0 waivers.
45. Related directors Ye Zhong, Li Binghai, Li Shijie, Pan Xiaohui, and Li Bo waived voting.

46. This proposal is subject to examination of the Shareholders’ Meeting.

47. Proposal on the completeness and compliance of the legal procedures for the performance of the Transaction and the validity of the legal documents submitted

    • The Transaction has fulfilled the necessary legal procedures.
    • 4 votes in favor, 0 objections, 0 waivers.
    • Related directors Ye Zhong, Li Binghai, Li Shijie, Pan Xiaohui, and Li Bo waived voting.
    • This proposal is subject to examination of the Shareholders’ Meeting.

48. Proposal on the non-existence situation to the Article 12 of Regulatory Guidelines for Listed Companies No. 7-Supervision of Abnormal Stock Transactions Related to the Major Asset Restructuring of Listed Companies

    • The relevant parties involved in the Transaction do not have the situation stipulated in Article 12.
    • 4 votes in favor, 0 objections, 0 waivers.
    • Related directors Ye Zhong, Li Binghai, Li Shijie, Pan Xiaohui, and Li Bo waived voting.
    • This proposal is subject to examination of the Shareholders’ Meeting.

49. Proposal on the fluctuation of the Company's stock price within the 20 trading days prior to the first announcement date of the Transaction

    • The cumulative decline in Hangzhou Turbine's stock price was 14.89% and 14.36% after excluding market and industry factors.
    • 4 votes in favor, 0 objections, 0 waivers.
    • Related directors Ye Zhong, Li Binghai, Li Shijie, Pan Xiaohui, and Li Bo waived voting.
    • This proposal is subject to examination of the Shareholders’ Meeting.

50. Proposal on the Confidentiality Measures and Confidentiality System Adopted for the Transaction

    • The Company has taken necessary and sufficient confidentiality measures.
    • 4 votes in favor, 0 objections, 0 waivers.
    • Related directors Ye Zhong, Li Binghai, Li Shijie, Pan Xiaohui, and Li Bo waived voting.
    • This proposal is subject to examination of the Shareholders’ Meeting.

51. Proposal on Requesting the General Shareholders' Meeting to Authorize the Board of Directors to Authorize the Management to Handle Matters Related to the Transaction

    • The Board of Directors proposes to authorize the management to handle all matters related to the Transaction.
    • 4 votes in favor, 0 objections, 0 waivers.
    • Related directors Ye Zhong, Li Binghai, Li Shijie, Pan Xiaohui, and Li Bo waived voting.
    • This proposal is subject to examination of the Shareholders’ Meeting.

52. Proposal on temporarily not convening a general shareholders' meeting to review matters related to the Transaction

    • The Board of Directors decided not to convene a general shareholders' meeting for the time being.
    • 9 votes in favor, 0 objections, 0 waivers.

53. Proposal on the proposed development of accounts receivable factoring business

    • The Company and its subsidiaries intend to carry out accounts receivable factoring business with a total quota of no more than RMB 300 million.
    • 9 votes in favor, 0 objections, 0 waivers.