SHANGHAI HIGHLY GROUP CO., LTD - Resolutions of 15th session of 8th BODBoard of

Stock Code: 600619(A-stock) 900910(B-stock)          Current Announcement No.: 2020-004
Stock Name: Highly Group (A-stock), Highly-B (B-stock)
          SHANGHAI HIGHLY (GROUP) CO., LTD.
       Resolutions of 15th session of 8th BOD(Board of
                          Directors)
The Board of Directors and all directors of the Company (Highly Group) guarantee that the
contents of this announcement do not contain any false records, misleading statements or major
omissions, and shall be jointly and severally liable for the authenticity, accuracy and
completeness of the contents. The English version of this Announcement is for reference only.

The 15th session of 8th BOD under the name of Shanghai Highly (Group) Co., Ltd. (hereinafter,
“the Company” or “Highly Group”) was held at conference room of the Company dated 31 March
2020. Nine directors are supposed to attend the meeting, and actually Nine directors attends.
Supervisor Xu Jianguo, Li Li, Xin Yi, Mao Lihua, Zhang Jianping and senior executives are attend
the meeting. The Meeting was held in compliance with relevant applicable regulations of Laws
and Provisions and the Article of Association. The Meeting presided over by Chairman Mr. Dong
Jianhua, and follow resolutions are approved by deliberation and voting of the whole directors:

1. To deliberated and passed the “Working Report 2019-General Manager”;

Voting results: 9 in favor, 0 abstention, 0 objection

2. To deliberated and passed the “Allowance for Assets Depreciation Reserves for year of
2019”;

The allowance for assets depreciation reserves for year of 2019 in consolidate statement amounted
to 20,464,835.59 yuan in total, including 16,015,646.39 yuan allowance for inventory falling price
reserves and 4,449,189.20 yuan for provision for impairment of financial assets.
Depreciation of investment real estate shall be withdrawn according to the prescribed depreciation
life, intangible assets are amortized according to their service life, the enough taxable income
obtained in the future from deferred income tax assets shall be offset their interests, the long-term
equity investment, fixed assets, construction in process, development expenditure and goodwill
have no sign of impairment, therefore, there are no impairment shall be accrual for the year.
The provision for bad debts of account receivables that have been accrual has 361,610.00 yuan
been written off for year of 2019 in consolidate statement.

Voting results: 9 in favor, 0 abstention, 0 objection

3. To deliberated and passed the “Financial Statement for year of 2019 & Annual Budget for
year of 2020 ”, and submit for deliberation on AGM of 2019;

Voting results: 9 in favor, 0 abstention, 0 objection

4. To deliberated and passed the “Annual Report 2019” (Full-text and Summary), and
agreed to disclosed the Report on appointed media and submit for deliberation on AGM of
2019;

Voting results: 9 in favor, 0 abstention, 0 objection

5. To deliberated and passed the “Corporate Social Responsibility Report of 2019”; (see
more information here: http://www.sse.com.cn, website of the Shanghai Stock Exchange)

Voting results: 9 in favor, 0 abstention, 0 objection

6. To deliberated and passed the “Appraisal Report of Internal Control for year of 2019”;
(see more information here: http://www.sse.com.cn, website of the Shanghai Stock
Exchange)

Voting results: 9 in favor, 0 abstention, 0 objection

7. To deliberated and passed the “Auditing Report of Internal Control for year of 2019”; (see
more information here: http://www.sse.com.cn, website of the Shanghai Stock Exchange)

Voting results: 9 in favor, 0 abstention, 0 objection

8. To deliberated and passed the “Profit Distribution Plan for year of 2019”, and submit for
deliberation on Shareholders General Meeting of 2019; (see more on Notice of Current
announcement no.: 2020-006)

After financial calculation and preliminary discussion by management on capital requirement for
future project investment combining the operation size of the Company, the profit distribution plan
for the year was proposed as:total share capital registered on the date of registration of equity
distribution is taken as the base, distribute 1.8 yuan (tax included) in cash for each 10 shares held
by whole shareholders. See more on Notice of the Company.

An agreed independent opinion was issued by independent director.

Voting results: 9 in favor, 0 abstention, 0 objection

9. To deliberated and passed the “Working Report 2019- BOD”, and submit for deliberation
on Shareholders General Meeting of 2019;

The “Debriefings for year of 2019” was submitted by independent director to the Board, and will
report at the shareholders general meeting of 2019, see more information here:
http://www.sse.com.cn ,website of the Shanghai Stock Exchange.

Voting results: 9 in favor, 0 abstention, 0 objection

10.To deliberated and passed the “Proposal of Implementation of the Change of Accounting
Standards for Business Enterprise”;

In July 2017, the “Accounting Standards for Business Enterprise No.14- Revenue” (Cai Kuai
[2017] No.22) was revised and issued by Ministry of Finance, and the Company carry out the
above said Standard since 1 Jan. 2020.

An agreed independent opinion was issued by independent director.

Voting results: 9 in favor, 0 abstention, 0 objection

11. To deliberated and passed the “Proposal of Related Party Transaction for year of 2020”,
and submit for deliberation on Shareholders General Meeting of 2019; (see more on Notice
of Current announcement no.: 2020-007)

In accordance with the Articles of Association and relevant laws and provisions, affiliated director
Dong Jianhua and Zhang Mingjie are withdraw from voting for this proposal.

An agreed prior approval opinion and independent opinions are issued by independent director.

Voting results: 7 in favor, 0 abstention, 0 objection, 2 withdraw

12. To deliberated and passed the “Proposal of External Guarantee for year of 2020”, and
submit for deliberation on Shareholders General Meeting of 2019; (see more on Notice of
Current announcement no.: 2020-008)

Voting results: 9 in favor, 0 abstention, 0 objection

13. To deliberated and passed the “Highly Group and its Controlling Subsidiary Conducts a
Bank Pledge for year of 2020”, and submit for deliberation on Shareholders General
Meeting of 2019;

In order to reduce the occupation of note receivable funds, improve the use efficiency of current
assets of the Company, the Company and controlling subsidiary conducts a bill pool business with
the cooperative bank. The current balance of the bill pledge with cooperative bank was 2.5 billion
yuan at most, bills are issued within the balance of bills by companies.

Voting results: 9 in favor, 0 abstention, 0 objection

14. To deliberated and passed the “Appointment of the Financial Audit Institution and
Internal Control Audit Institution for year of 2020”, and submit for deliberation on
Shareholders General Meeting of 2019;(see more on Notice of Current announcement no.:
2020-009)

Pricewaterhouse Coopers Zhongtian (LLP) was appointed as the financial audit institution and
internal control audit institution of the Company for year of 2020, and agreed to paid the auditing
charge for year of 2019 as 2.6 million yuan.

An agreed prior approval opinions and independent opinions are issued by independent director.

Voting results: 9 in favor, 0 abstention, 0 objection

15. To deliberated and passed the “Reports on Contents and Investment Budgets Adjustment
for Implementation of Two Investment Projects”;

Concerning the “Investment Analysis Report on Increasing the Casting Production Capacity of
20000 tons a year from Anhui Highly” deliberated and passed by 21st session of 7th BOD, total
budget for the investment downs to 50 million yuan from originally planned 59.5 million yuan due
to the change of implementation content, the investment budget cut by 9.5 million yuan.

Concerning the “Investment Analysis Report on Capacity Upgrading & Automation
Transformation of the Compressor Motor of Hangzhou Fu Sheng Electrical Appliance Co., Ltd.”
deliberated and passed by 1st session of 8th BOD, due to the increasingly mature social supports
around the project, the construction of shift dormitory buildings are being canceled. Total budget
for the project downs to 135.47 million yuan from originally planned 183.85 million yuan, cuts the
budget by 48.38 million yuan.

Voting results: 9 in favor, 0 abstention, 0 objection

16. To deliberated and passed the “Proposal on Adjusting the Directors and Senior
Executives Delegating by Invested Corporation”;

Due to the personnel and job changes, the Company adjusting the director delegating by invested
corporation- Shanghai Highly Electrical Appliance Co., Ltd., the director delegating and senior
executives recommend by invested corporation - Highly International (H.K.) Co., Ltd., and the
senior executive recommend by invested corporation - Shanghai Highly International Trading Co.,
Ltd., and change registration shall be conduct by each invested corporation in line with relevant
legal procedures.

Voting results: 9 in favor, 0 abstention, 0 objection

17. To deliberated and passed the “Proposal on ‘Article of Association’ Amendment”, and
submit for deliberation on Shareholders General Meeting of 2019;(see more on Notice of
Current announcement no.: 2020-010)

Voting results: 9 in favor, 0 abstention, 0 objection

18.   To deliberated and passed the “Proposal on Convening the AGM of 2019”; (see more
on Notice of Current announcement no.: 2020-011)

The Board of Director of the Company decided to convening the Annual General Meeting of 2019
on 24 April 2020, see more on Notice of the Company.

Voting results: 9 in favor, 0 abstention, 0 objection

Hereby notify.
                                                                       The Board of Directors of
                                                              Shanghai Highly (Group) Co., Ltd.
                                                                                   2 April 2020