杭汽轮B:关于控股股东拟通过公开征集转让的方式协议转让公司股份的提示性公告(英文)2023-02-06
Stock Code: 200771 Stock ID: Hangqilun B Announcement No.: 2023-04
Hangzhou Steam Turbine Power Group Co., Ltd.
Indicative Announcement on the Controlling Shareholder's Intention to Transfer
the Company's Shares by Agreement through Public Solicitation of Transfer
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.
Important content notice:
1. The controlling shareholder of the Company intends to transfer its holding shares of
49,008,999 shares of the listed company-accounting for 5% of the total share capital of the
Company through the public solicitation transfer. The implementation of the public solicitation
transfer will not lead to change in the controlling shareholder and the actual controller of the
Company;
2. The public solicitation and transfer still needs to be approved by the state-owned assets
supervision and administration department and other competent authorities, so there is uncertainty
as to whether and when it can enter the public solicitation and transfer procedure;
3. Before completing the public solicitation transfer procedure, there is uncertainty about the
transferee of this public solicitation transfer.
On February 3, 2023, Hangzhou Steam Turbine Power Group Co., Ltd (hereinafter referred
to as the "Listed Company" or the "Company") received a notice from Hangzhou Steam Turbine
Holdings Co., Ltd (hereinafter referred to as "Steam Turbine Holdings"), noticed that in
accordance with the Measures for the Supervision and Administration of State-owned Equity of
Listed Companies (State-owned Assets Supervision and Administration Commission of the State
Council, Ministry of Finance of the People's Republic of China, The No. 36 Order of the China
Securities Regulatory Commission) and other relevant provisions, and by resolution of the
Controlling Shareholders' Meeting of Steam Turbine Holdings, Steam Turbine Holdings Intends to
transfer part of its holding shares of the listed company through a public solicitation transfer
agreement. The details are as follows:
1. Transfer method: public solicitation of transfer by way of agreement transfer.
2. Transfer of shares and proportion: 49,008,999 shares are proposed to be transferred this
time, which is accounting for 5% of the total share capital of the listed company.
3. Transfer price: The price of the shares of the listed company to be publicly solicited and
transferred this time shall not be lower than the higher of the following:
(1) The arithmetic average of the daily weighted average price for the 30 trading days prior to
the indicative announcement date of the listed company;
(2) The audited net asset value per share of the listed company for the most recent fiscal year.
The final transfer price will be determined in accordance with relevant laws and regulations
as a result of public solicitation and approval by the state-owned assets supervision and
administration department.
Before the completion of this public solicitation and transfer, if the Company pays dividends,
grants shares, converts capital reserve into share capital, or carries out allotments and other
ex-rights and ex-dividend matters, the number of the aforementioned transferred shares will be
adjusted accordingly.
Steam Turbine Holdings will further study and formulate the specific plan for this public
solicitation and transfer, which still needs to be approved by the state-owned assets supervision
and administration department and other competent authorities, so there is uncertainty as to
whether and when it can enter the public solicitation transfer procedure. Prior to the completion of
this public solicitation transfer, there is uncertainty about the transferee of this public solicitation
transfer. If the public solicitation transfer is approved and implemented, the controlling
shareholder and the actual controller of the Company will not change.
As of the date of this announcement, the total share capital of the Company is 980,179,980
shares, and Turbine Holdings holds 623,772,240 shares of the Company, which is accounting for
63.64% of the total share capital of the Company, and all of that are unlisted outstanding shares.
The Company will strictly follow the provisions and requirements of relevant laws and
regulations, and fulfill its information disclosure obligations in a timely manner according to the
progress of this public solicitation and transfer. The information disclosure media designated by
the Company are "Securities Times", "Shanghai Securities News", "Hong Kong Commercial
News" and cninfo Network (www.cninfo.com.cn), and all information of the Company is subject
to the information published by the afore-said media.
In view of the uncertainty of the transfer of this public solicitation, investors are kindly
requested to make prudent decisions and pay attention to investment risks.
The Board of Directors of Hangzhou Steam Turbine Power Group Co., Ltd.
February 6, 2023