杭汽轮Ｂ: 九届九次监事会决议公告（英文）内容摘要

（原标题：九届九次监事会决议公告（英文））

Hangzhou Turbine Power Group Co., Ltd. held the 9th meeting of the 9th Supervisory Board on November 9, 2024. The meeting was chaired by Ms. Zhang Weijie, the chairman of the Supervisory Board. All three supervisors attended the meeting, and the meeting procedures were legal and 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. Voting Result: 3 in favor, 0 against, 0 abstentions.

3. Proposal on the Share Exchange and Merger of Hangzhou Turbine Power Group Co., Ltd. (Related Party Transaction Plan by Hangzhou Hirisun Technology Incorporated)

4. Voting Result: 3 in favor, 0 against, 0 abstentions.

5. Specifics:

   • Parties of Share Exchange and Merger: Hirisun (merger party and surviving company) and Hangzhou Turbine (absorbed party).
   • Method of Share Exchange and Absorption Merger: Hirisun will issue A shares to all shareholders of Hangzhou Turbine and absorb and merge Hangzhou Turbine.
   • Type and Par Value of Shares to be Issued: Domestically listed RMB ordinary shares (A shares) with a par value of 1.00 yuan per share.
   • Object of Share Exchange and Registration Date: All shareholders of Hangzhou Turbine registered after the market close on the equity registration date.
   • Exchange Price and Ratio: Hirisun's exchange price is 9.56 yuan per share, and the exchange ratio between Hangzhou Turbine and Hirisun is 1:1.
   • Number of Shares to be Issued: 1,175,009,597 shares.
   • Place of Listing: The A-shares issued by Hirisun will be listed on the Growth Enterprise Market of the Shenzhen Stock Exchange.
   • Disposal of Restricted Shares: Pledged, frozen, or restricted shares will be converted into Hirisun shares with the same restrictions.
   • Interest Protection Mechanism for Hirisun Dissenting Shareholders: Dissenting shareholders have the right to appraisal rights provided by Hangzhou State-owned Capital Investment and Operation Co., Ltd.
   • Interest Protection Mechanism for Hangzhou Turbine Dissenting Shareholders: Dissenting shareholders have the right to a cash option provided by Hangzhou State-owned Capital Investment and Operation Co., Ltd.
   • Transitional Arrangements: Both parties will continue to operate independently and maintain good relationships with stakeholders.
   • Asset Transfer and Delivery: Hirisun will inherit all assets, liabilities, and obligations of Hangzhou Turbine.
   • Creditor's Rights and Debts: Hirisun will inherit all outstanding debts of the merging parties.
   • Employee Placement: Labor contracts of all employees will be continued by the surviving company.
   • Undistributed Profits: Accumulated undistributed profits will be enjoyed by new and old shareholders of the surviving company.
   • Validity of the Resolution: The resolution is valid for 12 months from the date of approval.

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

7. Voting Result: 3 in favor, 0 against, 0 abstentions.

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

9. Voting Result: 3 in favor, 0 against, 0 abstentions.

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

11. Voting Result: 3 in favor, 0 against, 0 abstentions.

12. 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

13. Voting Result: 3 in favor, 0 against, 0 abstentions.

14. 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

15. Voting Result: 3 in favor, 0 against, 0 abstentions.

16. Proposal on the Transaction Conforming to the Provisions of Article 11 of the Measures for the Administration of Major Asset Restructuring of Listed Companies

17. Voting Result: 3 in favor, 0 against, 0 abstentions.

18. Proposal on the Purchase and Sale of Assets by the Listed Company in the 12 Months Prior to the Transaction

19. Voting Result: 3 in favor, 0 against, 0 abstentions.

20. Proposal on the Completeness and Compliance of the Legal Procedures for the Performance of the Transaction and the Validity of the Legal Documents Submitted

    • Voting Result: 3 in favor, 0 against, 0 abstentions.

21. 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

    • Voting Result: 3 in favor, 0 against, 0 abstentions.

22. Proposal on the Fluctuation of the Company's Stock Price within the 20 Trading Days Prior to the First Announcement Date of the Transaction

    • Voting Result: 3 in favor, 0 against, 0 abstentions.

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

    • Voting Result: 3 in favor, 0 against, 0 abstentions.