Stock Code: 200771 Stock ID: Hangqilun B Announcement No.: 2023-50
Hangzhou Steam Turbine Power Group Co., Ltd.
Announcement on Ranchuang Company’s waiver of the preferential right to the tr
ansfer of the equity of Western Power
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
In January 2023, Zhejiang Ranchuang Turbine Machinery Co., Ltd (hereinafter referred to as
"Ranchuang Company"), a wholly-owned subsidiary of the Company, invested in Pengzhou
Western Blue Power Technology Co., Ltd (hereinafter referred to as Western Power) through the
transfer of shares and capital increase (for details, please refer to the Company's "Announcement
on Capital Increase and Investment in Zhejiang Ranchuang Company namely Investment in
Western Power") (Announcement No.: 2023-02). Recently, Liaoning Paisen Energy Technology
Service Co., Ltd (hereinafter referred to as Liaoning Paisen), a shareholder of Western Power,
intends to transfer all of its shares in Western Power to Chengdu Ruicheng Wanjin Enterprise
Management Consulting Partnership (Limited Partnership) (hereinafter referred to as Chengdu
Ruicheng), with a total of 35 million shares to be transferred-accounting for 24.48% of the total
share capital of Western Power, of which 13 million shares that have been paid up are transferred
at 13 million yuan, and 22 million shares that have not been paid up are transferred at 0 yuan.
Liaoning Payson's paid-up obligation was changed to be borne by the proposed
transferee-Chengdu Ruicheng. After this equity transfer, Western Power can use Chengdu
Ruicheng as an employee shareholding platform to carry out follow-up core employee incentive
work to ensure the steady development of Western Power. Meanwhile, this equity transfer is
conducive to solving the problem of horizontal competition in Liaoning Paisen and meeting the
requirements of the "Supplementary Agreement to the Framework Agreement for Equity
Transaction” signed with Ranchuang. Based on the above reasons, Ranchuang Company intends
to agree to waive the preferential right of transfer.
On June 9, 2023, the Company held the 34th meeting of the eighth session of the board of
directors, in which the "Proposal of Ranchuang Company on the Waiver of the Preferential Right
of Western Power's Equity Transfer” was deliberated and passed. The waiver of the preferential
1/5
transfer right by Ranchuang company does not involve related party transactions and does not
constitute a major asset restructuring as stipulated in the Administrative Measures for the
Restructuring of Major Assets of Listed Companies. The transaction does not need to be submitted
to the Company's general shareholders’ meeting for approval.
II. The basic information of the company of target equity
(1) Basic information
Company name Pengzhou Western Blue Power Technology Co., Ltd
Domicile No. 36, Huhang Avenue, Pengzhou City, Chengdu, Sichuan Province
Liu Qing
Legal representative
Registered capital RMB 143 million
Company type Ther Limited Liability Company
Unified social credit code 91510182MA61W5XJ2C
Date of establishment June 12, 2016
Term of operation From June 12, 2016 to unfixed-term
General items: technical services, technology development, technical consultation,
technology exchange, technology transfer, technology promotion; Steam turbine
and auxiliary engine manufacturing; Generator and generator set manufacturing;
repair of electrical equipment; motor manufacturing; repair of general equipment;
Repair of metal products; General equipment manufacturing (excluding special
equipment manufacturing); Machinery and equipment leasing; General mechanical
equipment installation services; sales of generators and generator sets; Special
equipment rental; Maintenance of electronic and mechanical equipment (excluding
special equipment); steam turbine and auxiliary engine sales; non-ferrous metal
casting; Manufacturing of forgings and powder metallurgy products; sales of
Business Scope
forgings and powder metallurgy products; Special equipment manufacturing
(excluding licensed professional equipment manufacturing); sales of non-ferrous
metal alloys; non-ferrous metal alloy manufacturing; external project contracting;
climate feasibility demonstration consulting services; technology intermediary
services; gas compression machinery sales; Gas compression machinery
manufacturing; import and export of goods; Technology import and export. (Except
for items that must be approved according to law, independently carry out business
activities according to law on the basis of business license)
2/5
Registration authority Pengzhou Market Supervision Administration
(2) Basic financial situation
In RMB 10,000
Items March 31, 2023 December 31, 2022 December 31, 2021
Total assets 15075.33 8,957.75 8,977.37
Total liabilities 1769.24 1,994.25 2,811.36
Net assets 13306.09 6,963.50 6,166.01
Operating income 255.49 3,135.21 5,593.38
Net profit -52.41 190.13 578.36
III. The basic information of both parties of the transfer
(1) Transferor: Liaoning Paisen Energy Technology Service Co., Ltd
1. Credit code: 91211200353576611F
2. Registered address: Plant 6, Rainbow Incubation Park, Guantai Park, Tieling Economic
Development Zone, Liaoning Province
3. Date of establishment: August 14, 2015
4. Registered capital: RMB 5 million
5. Enterprise type: limited liability company (sole proprietorship of natural person)
6. Legal representative: Liu -
7. Business scope: general items: technical services, technology development, technical
consultation, technical exchanges, technology transfer, technology promotion, special equipment
repair, general equipment manufacturing (excluding special equipment manufacturing), special
equipment manufacturing (excluding licensed professional equipment manufacturing), technology
import and export, import and export of goods (except for items that must be approved according
to law, independently carry out business activities according to law on the basis of business license)
(business scope changed on May 22, 2023)
8. Equity structure: 100% equity held by Liu -. According to the equity nominee holding
agreement provided by Liu - and Jiang -, Jiang actually holds 67.5% of the equity of Liaoning
Paisen, and Liu holds 32.5% of the equity, and the actual equity structure is the same as that of
Chengdu Ruicheng.
(2) Transferee: Chengdu Ruicheng Wanjin Enterprise Management Consulting Partnership
(Limited Partnership)
1. Credit code: 91510106MAC2JB4E44
3/5
2. Registered address: No. 2401, 24th Floor, Unit 1, Building 11, No. 299, Chenghua West
Street, Jinniu District, Chengdu, Sichuan Province
3. Founded: 2022-11-18
4. Registered capital: RMB 1 million
5. Enterprise type: limited partnership
6. Executive partner: Jiang -
7. Business scope: general items: enterprise management consulting; sales of machinery and
equipment; Information consulting services (excluding licensing information consulting services);
Enterprise management; Information technology consulting services; Technical services,
technology development, technical consultation, technology exchange, technology transfer,
technology promotion; sales of mechanical and electrical equipment; Industrial design services.
(Except for items that must be approved according to law, independently carry out business
activities according to law on the basis of business license)
8. Partner information: Jiang holds 67.5%, Liu holds 32.5%
IV. Explanation of the reasonableness of the pricing of the right of transfer
The total number of equity to be transferred by Liaoning Paisen this time is 35 million shares,
accounting for 24.48% of the total share capital of Western Power, of which 13 million shares that
have been paid up are transferred at 13 million yuan, and 22 million shares that have not been paid
up are transferred at 0 yuan, and the paid-up obligation is borne by Chengdu Ruicheng. The
essence of this transaction is a change of shareholders of the holding entity, and the transaction
price is determined by negotiation between the two parties, which meets the requirements of
relevant laws and regulations.
V. Reasons and effects of waiver of rights
After this equity transfer, Western Power can use Chengdu Ruicheng as an
employee shareholding platform to carry out follow-up core employee incentive work
to ensure the steady development of Western Power. Meanwhile, this equity transfer is
conducive to solving the problem of horizontal competition in Liaoning Paisen and meeting the
requirements of the "Supplementary Agreement to the Framework Agreement for Equity
Transaction" signed with Ranchuang. The main contents of the Supplementary Agreement to the
Framework Agreement for Equity Transaction are detailed in the Announcement on Capital
Increase and Investment in Zhejiang Ranchuang Namely Investment in Western Power disclosed
by the Company(Announcement No.: 2023-02) on January 17, 2023. Based on the above reasons,
Ranchuang Company intends to agree to waive the preferential right of transfer.
The waiver of the preferential right to equity transfer by Ranchuang Company will not affect
4/5
the shareholding ratio of Ranchuang Company, and will not affect the Company's financial status
and operating results, nor will it affect Ranchuang Company's controlling position in Western
Power. After this equity change, the current business scope, asset attributes, creditor-debt
relationship and equity structure of Western Power will remain unchanged.
VI.Statement by the Board of Directors on waiver of the preferential right
In January 2023, Ranchuang Company invested in Western Power by way of
equity transfer and capital increase. The waiver of the preferential transfer right this
time is to solve the problem of horizontal competition in Liaoning Paisen, and
subsequently Western Power can use Chengdu Ruicheng as an employee shareholding
platform to carry out the follow-up incentive work of core employees, thus to ensure
the steady development of Western Power, which is conducive to further improving
the corporate governance system of Western Power.
The waiver of the preferential right of transfer by Ranchuang Company is a
comprehensive consideration of the corporate governance situation and the
sustainable and healthy development requirements of Western Power, which is in line
with the Company's overall development strategy.
VII. Documents available for inspection
1. Resolutions of the 34th Meeting of the 8th Board of the Company
This announcement is hereby made.
The Board of Directors of Hangzhou Steam Turbine Power Group Co., Ltd.
June 10,2023
5/5
