Stock Code: 200771 Stock ID: Hangqilun B Announcement No. :2023-32
Hangzhou Steam Turbine Power Group Co., Ltd.
Announcement on the progress of the transfer of the Company's shares by the
controlling shareholder through the public solicitation transfer agreement namely
the signing of the share transfer agreement
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 Tips：
1. Hangzhou Steam Turbine Holdings Co., Ltd.(hereinafter referred to as: Steam Turbine
Holdings)-the controlling shareholder of Hangzhou Steam Turbine Power Group Co.,
Ltd.(hereinafter referred to as: The Company), and Hangzhou Qitong Equity Investment
Partnership (Limited Partnership) (hereinafter referred to as: Hangzhou Qitong) signed the
Share Transfer Agreement with conditional effect on April 3, 2023, and Hangzhou Qitong
agreed to acquire 49,008,999 non-tradable shares of the Company (accounting for 5% of the
total share capital of the Company) held by Steam Turbine Holdings through public
solicitation and transfer.
2. The implementation of this public solicitation transfer will not lead to change in the
Company's controlling shareholder and the actual controller.
3. The Share Transfer Agreement signed by this public solicitation and transfer still needs
to be submitted to Hangzhou State-owned Capital Investment and Operation Co., Ltd. for
review and approval before implementation, and there is still uncertainty as to whether the
public solicitation transfer can be finally approved and completed for implementation.
On March 11, 2023, the Company disclosed the "Announcement on the Controlling
Shareholder's Intention to Transfer the Company's Shares by Agreement through Public Solicitation
and Transfer", and the Company's controlling shareholder-Steam Turbine Holdings-intends to
transfer 49,008,999 shares of the Company-which accounts for 5% of the total share capital of the
1
Company held by it by agreement through public solicitation and transfer, with the transfer price is
not less than 8.95 yuan per share.
On April 3, 2023, the Company received the Notice on Public Solicitation of Transferees from
its controlling shareholder-Steam Turbine Holdings. After the comprehensive review by Steam
Turbine Holdings, Hangzhou Qitong was determined to be the intended transferee of this public
solicitation transfer. On April 3, 2023, Steamer Turbine Holdings and Hangzhou Qitong signed the
Share Transfer Agreement with conditional effect. The details are as follows:
I. Overview of the result of this public solicitation of transfer
Steam Turbine Holdings intends to transfer 49,008,999 shares of the Company (accounting for
5% of the total share capital of the Company) to Hangzhou Qitong at a share transfer price of 8.95
yuan per share, with a total share transfer amount of 438,630,541.05 yuan. After the completion of
this public solicitation and transfer, Steam Turbine Holdings will remain the controlling shareholder
of the Company, and the State-owned Assets Supervision and Administration Commission of
Hangzhou Municipal People's Government will remain the actual controller of the listed company.
Before and after the public solicitation and transfer, the shares held by Steam Turbine Holdings
and Hangzhou Qitong are as follows:
Before the public solicitation and After the public solicitation and
transfer transfer
Name Number of Number of
Shareholding Shareholding
shares held shares held
ratio ratio
(shares) (shares)
Steam Turbine
623,772,240 63.64% 574,763,241 58.64%
Holdings
Hangzhou
0 0% 49,008,999 5%
Qitong
II. Basic information of the transferor
Company name Hangzhou Steam Turbine Holdings Co., Ltd.
Registered address No. 357 Shiqiao Road, Gongshu District, Hangzhou City,Zhejiang
Legal
Pan Xiaohui
representative
Amount of capital
800 million yuan
contribution
Unified social
91330100143071842L
credit code
Business type Limited liability Company
Main business Manufacturing and processing: textile machinery, paper-making machinery,
2
scope pump, casting products, electrical tools, gear box, thermal transmitter,
digital controlling device, and spare parts of the above (limited to the
subsidiaries);Contracting of domestic and overseas machinery engineering
projects, export of above equipments and materials, provide labor services
for above overseas projects. Thermal power plant project and equipment
engineering; wholesale and retail: products and spare parts manufactured by
members of the group, and technical research, consulting, and service of
above products; Provide materials, equipments, and spare parts to
members of the Group, water and power supply (other than installation and
maintaining of power supply equipment); Including the business scope of
subsidiaries.
Term of operation From December 14, 1992 to Long-term
Steam Turbine Holdings is a state-owned holding enterprise, Hangzhou
Basic information
State-owned Capital Investment and Operation Co., Ltd holds 90% of the
of Steam Turbine
shares, and Zhejiang Financial Development Co., Ltd holds 10% of the
Holdings
shares of Steam Turbine Holdings
III. Basic information of the transferee
Company name Hangzhou Qitong Equity Investment Partnership (Limited Partnership)
Room 122-46, No. 26, Baiyun Road, Shangcheng District, Hangzhou,
Registered address
Zhejiang Province
Comprehensive Reform Experiment (Hangzhou) Enterprise Management
Executive Partner
Co., Ltd
Amount of capital
1,001 million yuan
contribution
Unified social
91330102MAC0JBAA8A
credit code
Business type Limited Partnership
General projects: equity investment (except for projects that must be
Main business
approved according to law, independently carry out business activities
scope
according to law on the basis of business license).
Partnership Term From October 21, 2022 to no fixed period
Comprehensive Reform Experiment (Hangzhou) Enterprise Management
Information of Co., Ltd holds 0.1% of the property share, and Hangzhou Weitong Equity
Partners Investment Partnership (Limited Partnership) holds 99.9% of the property
share.
IV. Main contents of the Share Transfer Agreement
On April 3, 2023, Steam Turbine Holdings and Hangzhou Qitong signed the Share Transfer
Agreement for this share transfer, the main contents of which are as follows:
(1) The signing entity
Party A (transferor): Hangzhou Steam Turbine Holdings Co., Ltd.
Party B (transferee): Hangzhou Qitong Equity Investment Partnership (Limited Partnership)
3
(II) The subject shares and the share transfer price
Party A agrees to transfer 49,008,999 shares of the listed company (all of which are
non-tradable shares, accounting for 5% of the total share capital of the listed company) to Party B,
and Party B agrees to purchase the subject shares. According to the relevant provisions of the
Measures for the Supervision and Administration of State-owned Equity of Listed Companies and
the consensus of both parties A and B, the share transfer price is 8.95 yuan per share, with the total
share transfer amount is 438,630,541.05 yuan (the "Share Transfer Amount"). Parties A and B agree
that the final amount of the share transfer shall be subject to the amount approved by Hangzhou
State-owned Capital Investment and Operation Co., Ltd.
Both parties agree that from the date of signing of this Agreement to the transfer of the subject
shares to Party B, if the target company pays dividends, grants shares, converts capital reserve into
share capital, incurs allotments and other ex-rights and ex-dividend events, the number of the
aforementioned subject shares and the price per share will be adjusted accordingly.
(III) The method and period of payment of the share transfer amount
The share transfer amount under this Agreement shall be paid as follows:
(1) Within 5 working days from the date of signing this agreement, Party B shall pay Party A a
performance bond of 30% of the share transfer amount (the paid application deposit will be
automatically converted into a performance bond in full on the date of signing this agreement, and
the application deposit will not be interested);
(2) Within 5 working days after obtaining the approval from Hangzhou State-owned Capital
Investment and Operation Co., Ltd, Party B shall fully settle the remaining share transfer amount,
and the performance bond (free of interest) paid by Party B will be automatically offset against the
same amount to be paid in the share transfer amount.
(IV) Delivery of shares
1. Parties A and B agree that the registration and transfer of shares shall be subject to the
satisfaction of all the following prerequisites:
(1) This Agreement is signed and effective by both parties in accordance with the law;
(2) Party A and Party B's internal decision-making bodies have deliberated and approved the
share transfer;
(3) The share transfer is approved by Hangzhou State-owned Capital Investment and Operation
Co., Ltd.
2. Under the premise of meeting the prerequisites for equity registration and transfer stipulated
in this agreement, Party A shall submit the documents required for the registration of the subject
4
shares to the Shenzhen Stock Exchange and CSDC within 10 trading days after Party A receives all
the share transfer amount paid by Party B and the transaction is approved by Hangzhou State-owned
Capital Investment and Operation Co., Ltd, and handle the corresponding procedures to transfer the
subject shares to Party B, and Party B shall cooperate.
3. The date on which the subject shares held by Party A are transferred to under Party B's name
is the delivery date of the shares of this share transfer. From the delivery date of the shares, the risks,
benefits and burdens corresponding to the underlying shares shall be transferred from Party A to
Party B.
4. Party A and Party B agree that Party B will become a shareholder of the target company from
the date of delivery of shares, and shall enjoy shareholder rights and assume shareholder obligations
in accordance with The Company Law of the People's Republic of China, the articles of association
of the target company and this agreement.
5. Party A and Party B agree that within 12 months from the delivery date of the shares, Party B
shall not transfer the subject shares obtained through this share transfer to any third party; After the
expiration of 12 months from the delivery date of the shares, it shall subject to the provisions of
Article 14.1 of this Agreement, and if Party B intends to transfer the subject shares obtained through
this share transfer to other third parties, Party A's prior written consent shall be obtained.
(V) The effective time of the agreement
This Agreement shall take effect after approval by Hangzhou State-owned Capital Investment
and Operation Co., Ltd.
(VI) Transitional period arrangements
1. The period between the date of signing of this agreement (including the date) and the
delivery date of the shares (excluding the date) is the transition period (hereinafter referred to as the
"transition period").
2. After the signing of this Agreement, Parties A and B shall maintain close cooperation and
take all necessary actions to facilitate the completion of the transfer of the underlying shares as soon
as possible, including but not limited to:
2.1、Within the shortest reasonable and practicable period after the signing of this Agreement,
Party A shall take all effective measures to obtain the consent, exemption, approval, order, permit,
authorization and registration of the government authorities related to the transfer of the subject
shares as soon as possible, or go through the necessary filing procedures with the government
5
agency (if necessary). However, Party B also understands and accepts that if the equity transfer
involves the approval or filing of the CSRC, the Stock Exchange, China Securities Depository and
Clearing Corporation or other departments, there is uncertainty as to whether and when the
transaction can be completed, and the risks arising there from shall be borne by Party B.
2.2、Parties A and B may sign further documents that are reasonable, necessary or appropriate as
the case may be, and take or cause to be taken reasonable, necessary or appropriate further actions to
effectively perform this Agreement.
(VII) The governance structure of the target company after transfer
1. After the completion of this share transfer, Party A will still be the controlling shareholder of
the target company, and Party B will become a strategic investor of the target company. Parties A and
B shall maintain the continuous, healthy and stable governance structure of the target company.
2. After the completion of this share transfer, Party B has the right to nominate one
non-independent director. Under the premise that there is no significant change in the current
shareholding situation of both parties, if the shareholders of other parties give up the nomination
right and no longer nominate non-independent directors in the future, the nomination right shall be
enjoyed by Party A first. The candidate nominated by Party B shall serve as a director after being
elected by the general meeting of the shareholders of the target company, and for further clarification,
when the general shareholders’ meeting of the target company deliberates the proposal to elect the
candidate nominated by Party B, Party A shall vote in consent. The chairman of the board of
directors shall be recommended by Party A and elected by the board of directors.
3. Party A shall prompt the target company to convene relevant board of directors’ meeting and
shareholders' meeting within 6 months after the completion of the transfer of the target shares,
complete the adjustment of the directors, and Party B shall cooperate accordingly.
V. Follow-up matters and risk prompt involved in this public solicitation transfer
The Share Transfer Agreement signed by this public solicitation transfer still needs to be
submitted to Hangzhou State-owned Capital Investment and Operation Co., Ltd for review and
approval before implementation, and there is still uncertainty as to whether the public solicitation
transfer can be finally approved and completed.
The Company will pay close attention to the progress of this public solicitation and transfer,
and fulfill its information disclosure obligations in a timely manner in accordance with relevant
regulations. The Company's designated information disclosure media are Shanghai Securities News,
6
Securities Times, Hong Kong Commercial Daily and Cninfo Information Network
(www.cninfo.com.cn), and all information of the Company is subject to the information published in
the afore-mentioned media. Investors are kindly requested to make prudent decisions and pay
attention to investment risks.
This announcement is hereby made.
The Board of Directors of Hangzhou Steam Turbine Power Group Co., Ltd.
April 4,2023
7
