Stock Code: 200771 Stock ID: Hangqilun B Announcement No. 2019-55
Hangzhou Steam Turbine Co., Ltd.
Announce ment on abandoning the right of first refusal of Casting Company
The members of the Board and the Company acknowledge being responsible for the truthfulness,
accuracy, and completeness of the announcement. Not any false record, misleading statement or
significant omission carried in this announcement.
I. Overview
Yang Lianrong, Yu Yuxin, Hangzhou Steam Turbine Co-Creation Enterprise Management
Consulting Partnership (Limited Partnership) and Hangzhou Steam Turbine Co-Casting Enterprise
Management Consulting Partnership (limited partnership)-shareholders of the Hangzhou Steam
Turbine Casting Co., Ltd-a controlled subsidiary to the Company-plan to transfer part of their
holding shares to Hangzhou Metal Pressing Factory and Shen Yongliang, with a total number of
4,843,800 shares to be transferred-which account for 16.42% to the total share capital of the
Casting company, and with the transfer price of 58,513,104 yuan and the price per share of 12.08
yuan.
On September 27, 2019, the Company held the 36th meeting of the 7th Board of Directors of the
Company ended up with 10 votes consent, votes objection and votes abstention, approved the
Proposal on abandoning the right of first refusal of Casting company.
The company's waiver of the pre-emptive right to the equity of the Casting company of such
share-transfer does not constitute a related transaction. The proposal does not need to be submitted
to the company's shareholders’ meeting.
II.Basic Information of the Transferor
1. Transferor in the equity-transferor and the transferee
No Transferor shareholder name (name) Number of Equity Transferee shareholder name (name)
shares to be Proportion to
transferred the Casting
company
1 1.0978
Yang Lianrong 3.7214% Hangzhou M etal Pressing Factory
million
2 Yu Yuxin 600,000 2.0339% Shen Yongliang
3 Hangzhou Steam Turbine Co-Creation 1.821 million 6.1729% Hangzhou M etal Pressing Factory
1
Enterprise M anagement Consulting
875,000 2.9661% Shen Yongliang
Partnership (Limited Partnership)
4 Hangzhou Steam Turbine Co-Casting
Enterprise M anagement Consulting 450,000 1.5254% Hangzhou M etal Pressing Factory
Partnership (limited partnership)
2. Changes in the shareholding ratio of the Casting company after the completion of the
transfer
No Name of shareholder (name) Contribution of Equity Change in shareholding
Subscription Proportion to ratio
capital (Ten the Casting
thousands) company
1 Hangzhou Steam Turbine Co., Ltd. 1122 38.0339% /
2 Hangzhou Steam Turbine Co-Creation Enterprise M anagement 394.12 13.36% Reduced by 9.139%
Consulting Partnership (Limited Partnership)
3 Hangzhou M etal Pressing Factory 336.88 11.4197% Newly acquired of
11.4197% shares
4 Lv Jianqing 150 5.0847% /
5 Liu Lei 150 5.0847% /
6 Shen Derong 150 5.0847% /
7 Shen M ingfang 150 5.0847% /
8 Shen Yongliang 147.5 5% Newly acquired of 5%
shares
9 Yu Yuxin 90 3.0508% Reduced by 2.0339%
10 Yu Junming 66 2.2373% /
11 Hangzhou Steam Turbine Co-Casting Enterprise M anagement 61.5 2.085% Reduced by 1.5254%
Consulting Partnership (limited partnership)
12 Tong Ziqian 44 1.4915% /
13 Yu Yifeng 44 1.4915% /
14 Xu Wei 44 1.4915% /
III.Basic information of the underlying company of the equity
1.Name ：Hangzhou Steam Turbine Casting Co., Ltd.
2.Date of establishment：March 1 ,2004
3.Place of registration：No.2 Road, Tangxi Industry Area, Yuhang District, Hangzhou
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4.Legal representative : Yu Junming
5.Registered capital：29.50 million yuan
6.Business scope: Resin sand cast steel , resin sand cast iron, organic fat glass of water glass
castings, forgings; Installation, maintenance: Casting equipment; sales : The company’s products;
import and export goods.
7. Relationship with the Company: It is a holding subsidiary to the Company, and the
Company holds 38.03% stake.
8.The past three year’s major financial indicators
In RMB
Period Total assets Net assets Total liabilities Revenue Total profit Not profit
June 517,297,871.18 239,359,212.84 277,938,658.34 201,953,546.36 -4,902,823.37 -4,923,525.49
2019
2018 613,474,956.73 244,452,732.22 369,022,224.51 446,900,632.40 12,774,779.82 12,800,550.85
2017 489,452,244.02 173,136,786.15 316,315,457.87 357,558,102.11 31,586,127.41 27,727,923.66
IV. Basic information of the transferee
1. Hangzhou Metal Pressing Factory
Domicile: No. 198, Zhangjiadun Road, Tangxi Town, Yuhang District, Hangzhou City
Legal representative :Ding Jinxiang
Date of establishment：July 29,1987
Registered capital：23.45 million yuan
Bus iness scope: metal calendering, metal product processing (operating with effective
pollutant discharge permit). Terminal Facilities Services: Port Facilities, Equipment and
Machinery Rental Services
2.Shen Yongliang
Domicile：Hexidai, Tangxi Town
The transferees- Hangzhou M etal Pressing F actory and Shen Yongliang are not related parties to
the Company. The contribution amount for this transfer is 58,513,104 yuan, and the contribution
means is cash. If the company does not waive the equity priority purchase right, it shall contribute
58,513,104 yuan to buy the equity transferred by the transferee.
V.Statement by the Board of Directors on the waiver of rights
In 2018, the Casting company introduced a new strategic investor by means of public capital
increase. This time of using the way of Transfer of Natural Person's Equity of the Casting
company will help the Casting company to further strengthen the market incentive mechanism,
enhance its market competitiveness, improve the management level and improve the product
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quality.
This waiver of preemptive right is a decision made based on comprehensive consideration of
the Company's overall bus iness development, planning and operation status of the Casting
company, which is in line with the Company's overall development strategy.
VI.Reasonable pricing of transfer rights
According to the asset assessment report issued by Wanbang Assets Appraisal Co., Ltd (No.
90-[2019] Wanbang Appraisal), on the evaluation base date-December 31, 2018, the evaluation
value of all the shareholders’ total equity of the Casting company is 356,438,364.78 yuan,
appreciated by 113,210,064.17 yuan or by the value-added rate of 46.54% compared to the book
value of the owner's equity of 243,228,300.61 yuan.
According to the above assets assessment conclusion, the net asset per share of the Casting
company is 12.08 yuan. The pricing is based on the evaluation price, and the pricing is fair and
reasonable.
VII. Impact of waiving the preemptive right in the equity-transfer on the company
The Company's waiver of the preemptive right for equity transfer does not affect the
Company's shareholding ratio, the Company's consolidated statements have not changed, and it
does not affect the Company's financial status and operating results, nor does it affect the
Company's controlling position to the Casting company. After the equity change, the Casting
company’s current business scope, asset attributes, credit and debt relationship and shareholding
structure remain unchanged.
VIII. Special Opinions of Independent Directors
The independent directors of the Company reckoned that: The company waives the exercise of the
pre-emptive right under the same conditions in the transaction of this matter, based on the decision
made regarding the current status of the subsidiaries involved. The transfer of the natural person's
equity in the Casting company is conducive to the continuous improvement of the shareholding
structure of the Casting company and the implementation of the management team and the key
personnel of the technical personnel, which helps the Casting company to further strengthen the
market incentive mechanism and enhance its market competitiveness. Improve management. The
value of the pre-emptive right to be waived is based on an assessment made by a third-party asset.
Which is in line with the relevant provisions of relevant laws and regulations, and there is no
circumstance of harming the interests of the company or its shareholders. The board of directors of
the company has deliberated on this matter, and the procedure for convening the meeting of the
board of directors and the voting procedures are in accordance with the relevant laws, regulations
and the Articles of Association of Company.
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IX. Documents available for inspection
1.Resolutions of the 36th Meeting of the seventh Board of Directors
2. Asset Appraisal Report (No. 90-[2019] Wanbang Appraisal)
The Board of Directors of Hangzhou Steam Turbine Co., Ltd.
September 27,2019
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