Board Resolution Approving Dissolution of Subsidiary

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{{company_name}}

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BOARD RESOLUTION APPROVING DISSOLUTION OF SUBSIDIARY

WHEREAS, {{parent_company_name}} (the “Company”) is the sole or majority shareholder of {{subsidiary_company_name}} (the “Subsidiary”), a company duly incorporated under the laws of {{subsidiary_jurisdiction}};

WHEREAS, the Board of Directors (the “Board”) of the Company has reviewed the operational performance, financial standing, and strategic alignment of the Subsidiary with the Company’s overarching business objectives;

WHEREAS, after due consideration and deliberation, the Board has determined that it is in the best interests of the Company and its shareholders to dissolve the Subsidiary.

RESOLUTION TO DISSOLVE SUBSIDIARY

RESOLVED, that the Board of Directors hereby approves the dissolution and winding up of {{subsidiary_company_name}}, effective on or about {{effective_date_of_dissolution}}.

FURTHER RESOLVED, that the officers of the Company be, and hereby are, authorized and directed to take all necessary steps and actions, and to execute all necessary documents, agreements, and instruments to effectuate the dissolution and winding up of the Subsidiary, including but not limited to, filing all required documents with the relevant regulatory authorities in {{subsidiary_jurisdiction}} and elsewhere as may be necessary.

APPOINTMENT OF LIQUIDATOR/WINDING-UP COMMITTEE

RESOLVED, that {{liquidator_name}} be and is hereby appointed as the liquidator (or chairperson of the winding-up committee) for the purpose of carrying out the dissolution process, with full power and authority to manage and dispose of the Subsidiary’s assets, settle its liabilities, and distribute any remaining assets in accordance with applicable laws and the Company’s instructions.

FURTHER RESOLVED, that the liquidator shall be compensated at a rate of {{liquidator_compensation_details}} and shall provide regular reports to the Board on the progress of the dissolution.

SETTLEMENT OF LIABILITIES AND DISTRIBUTION OF ASSETS

RESOLVED, that the liquidator is authorized to pay all debts and liabilities of the Subsidiary, including but not limited to, trade creditors, employees, and taxation authorities, in their proper order of priority.

FURTHER RESOLVED, that after the payment of all debts and liabilities, any remaining assets of the Subsidiary shall be distributed to the Company, as the sole or majority shareholder, in accordance with its shareholding and applicable laws.

INDEMNIFICATION

RESOLVED, that the Company shall indemnify and hold harmless the officers, directors, and liquidator of the Subsidiary from and against any and all claims, liabilities, and expenses arising out of the dissolution process, to the fullest extent permitted by law.

GOVERNING LAW

This Resolution shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.

CERTIFICATION

The undersigned, being the Secretary of {{parent_company_name}}, hereby certifies that the foregoing resolutions were duly adopted by the Board of Directors at a meeting held on {{date_of_meeting}}, at which a quorum was present and acting throughout, and that such resolutions are now in full force and effect.

Signature Block

DATED this {{day}} day of {{month}}, {{year}}.

_____________________________

{{secretary_name}}

Company Secretary

{{parent_company_name}}