Stock Code: 200771 Stock ID: Hangqilun B Announcement No.: 2023-73
Hangzhou Turbine Power Group Co., Ltd.
Announcement on Hangfa Company's intention to transfer co-ownership
housing assets by agreement namely the related party transaction
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.
Special Tips：
1. The transfer constitutes a related party transaction and does not constitute a major asset
restructuring as stipulated in the Administrative Measures for the Restructuring of Major Assets of
Listed Companies.
2. This transaction has been reviewed and approved by the 2nd meeting of the 9th Board of
Directors of Hangzhou Turbine Power Group Co., Ltd (hereinafter referred to as "the Company"
or "the Listed Company"),so this transaction need not be submitted to the General Meeting of
Shareholders for deliberation.
I.. Transaction Overview
1. The 6 sets of co-ownership houses held by Hangzhou Zhongneng Turbine Machinery
Equipment Co., Ltd. (formerly Hangzhou Zhongneng Turbine Power Co., Ltd.)-a holding
subsidiary and Hangzhou Hangfa Power Generation Equipment Co., Ltd.-a wholly-owned
subsidiary are to be transferred to Hangzhou Turbine Holdings Co., Ltd. by way of agreement
transfer.
2. Turbine Holdings is the controlling shareholder of the Company, and according to the
Rules for the Listing of Stocks on the Shenzhen Stock Exchange and other relevant regulations,
Turbine Holding is a related party of the Company, therefore this transaction constitutes a related
party transaction.
3. The Proposal on Hangfa Company's intention to transfer co-ownership housing assets by
agreement namely the related party transaction was deliberated in the 2nd meeting of the 9th
board of directors of the Company, and Pan Xiaohui, a related director, abstained from voting on
the proposal. After the non-related directors voted, the proposal was passed with 8 votes in favor,
0 abstentions and 0 votes against. The independent directors approved the transaction in advance
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and expressed their independent opinion.
The amount of this related party transaction is 4,046,100 yuan, accounting for 0.05% of the
Company's audited net assets in 2022 (8,328,481,100 yuan).According to the "Rules for the
Listing of Stocks on the Shenzhen Stock Exchange" and the "Articles of Association of Hangzhou
Turbine Power Group Co., Ltd." and other relevant regulations, this transaction does not need to
be submitted to the Company's general meeting of shareholders for deliberation. The transaction is
still needed to be approved by Hangzhou State-owned Capital Investment and Operation Co., Ltd.
(hereinafter referred to as Hangzhou Capital).
4. This transaction does not constitute a major asset restructuring as stipulated in the
Administrative Measures for the Restructuring of Major Assets of Listed Companies.
II. Basic Information of Counterparty
Hangzhou Turbine Holdings Co., Ltd.
1.Profiles
（1）Date incorporation：December 14,1992
（2）Registered address：No.357 Shiqiao Road, Gongshu District ,Hangzhou
（3）Nature of enterprise：Limited liability Company( State-controlled)
（4）Legal representative：Pan Xiaohui
（5）Registered capital：800 million yuan
Main business: manufacturing, processing: textile machinery, paper machinery, pumps, castings,
power tools, variable speed gear devices, heat exchangers, CNC digital display devices and spare
parts for the afore-said equipment (limited to subordinate branches); Contracting overseas
machinery industry projects and domestic international bidding projects and exporting equipment
and materials required for the above projects, and dispatching labor personnel required for the
implementation of the above-mentioned overseas projects; Thermal and electrical engineering
contracting and complete sets of equipment; Wholesale and retail: technical development,
consultation and services of products, spare parts and accessories produced by members of the
group and the above products; Procurement of raw and auxiliary materials, equipment, spare parts
and accessories required for production for the members of the Group, and provision of water,
electricity and gas supply and services for the subsidiaries of the Group (except for the installation
(repair and testing) of power facilities); Including the business scope of subordinate branches.
（8）Actual controller：Hangzhou State-owned Capital Investment and Operation Co., Ltd.
2. Recent financial information（In RMB; Consolidated range）
Period Turnover Net profit Gross assets Net assets
Year 2022 5,632,414,250.49 973,616,460.48 18,144,668,892.06 11,493,432,579.81
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January- June
2,681,340,069.44 88,108,190.91 19,569,142,183.54 11,626,075,784.51
2023
3. Description of association relationship
Turbine Holdings holds 58.68% of the shares of the Company and is the controlling
shareholder of the Company, which complies with the provisions of the first paragraph of Article
6.3.3 of the Rules for the Listing of Stocks on the Shenzhen Stock Exchange: "(1) a legal person
or other organization that directly or indirectly controls a listed company", and is a related legal
person of the Company.
2. Information of defaulter
As of the disclosure date of the announcement, Hangzhou Turbine Holdings has not been
listed as a defaulter.
III. Basic information of the transaction object
Hangfa Company’s 6 sets of co-ownership houses, with a building area of 664.31 square
meters, of which the property right area of Hangfa Company is 228.92 square meters.
IV. Pricing policy and pricing basis of this transaction
According to the market method （BeijingNorthAsia pingbaozi[2023]No.01-725）assessment
by Beijing North Asia Asset Assessment Firm (Special General Partnership), the market value of
the property rights share of the six co-ownership houses by Hangfa Company as of May 12, 2023,
the assessment reference date, is 4,046,100 yuan.
V. Purpose and impact of this transaction
The housing co-ownership of this transaction was that due to in 2011 when the family
dormitory area of the subsidiary Hangfa Company was demolished and renovated, and part of the
resettlement area could not be changed due to some households had received housing subsidies
and enjoyed affordable housing, and the property rights were belonged to Hangfa Company. This
transaction is conducive to the revitalization of the existing idle assets of Hangfa Company, which
is in line with its strategic development plan and does not harm the interests of the Company and
non-related shareholders, and the decision-making of the transaction is carried out in strict
accordance with the relevant systems of the Company. The implementation of this related party
transaction will not adversely affect the Company's production, operation and financial position,
nor will it adversely affect the Company's independence, and the company will not rely on or be
controlled by such related party
The transaction is subject to the approval of Hangzhou Capital, and the final transaction area
and amount are subject to the final approval opinion.
VI. Total Amount of All Related Transactions that Have Occurred with the Related
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Party from the Beginning of the Current Year to the Disclosure Date
From the beginning of the current year to the disclosure date, the total amount of all related
transactions that have occurred with the related party totaled RMB1,145,500, accounting for 0.01 %
( RMB 8,328.4811 million)of the latest audited net assets of the Company
VII.Prior approval and independent opinion of independent directors
(1) Prior approval opinion
Before deliberating the proposal of Hangfa Company to transfer the assets of the
co-ownership property by agreement namely the related party transaction, the board of directors of
the Company performed the procedure of submitting the proposal for the related party transaction
to the independent directors for prior review in accordance with the relevant regulations. The
transfer of assets namely the related party transaction of the Company conforms to the interests of
the Company and its shareholders, which does not harm the interests of minority shareholders, and
complies with the provisions of relevant laws, regulations, normative documents and the articles
of association. We unanimously agree to submit the above proposal to the second meeting of the
ninth board of directors of the Company for deliberation, and the related directors shall perform
the voting abstinence procedure when considering the related party transaction proposal.
(2) Expressed independent opinion
This traction of Hangfa Company's intention to transfer co-ownership housing assets by
agreement is conducive to the listed company revitalize the existing idle assets and conforms to its
strategic development plan. The pricing of this related party transaction is fair, the deliberation
procedures of the board of directors are legal and compliant, and there is no harm to the interests
of the Company and all its shareholders, especially small and medium-sized shareholders.
Therefore, we unanimously agree to the Company's asset transfer namely the related party
transaction.
VIII. Documents available for inspection
1. Resolutions of the 2nd Meeting of the 9th Board of Directors;
2.Prior approval opinion and independent opinion by the Company's independent directors;
3.Evaluation report of the transaction target.
The Board of Directors of Hangzhou Turbine Power Group Co., Ltd.
August 31, 2023
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