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公司公告

杭汽轮B:关于放弃铸锻公司股权优先购买权的公告(英文版)2019-09-28  

						     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

                                                                                                                                 2
                    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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