Stock Code: 200771 Stock ID: Hangqilun B Announcement No.: 2023-87
Hangzhou Turbine Power Group Co., Ltd.
Announcement on Proposed Acquisition of 48% Equity of the Machinery
Company and Related Party Transactions
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. This acquisition does not constitute a related party transaction, or constitute a major asset
restructuring as stipulated in the Administrative Measures for Major Asset Restructuring of Listed
Companies.
2. This transaction has been reviewed and approved by the 3rd meeting of the 9th Board of
Directors of Hangzhou Turbine Power Group Co., Ltd (hereinafter referred to as "the Company"
or "the Listed Company"), This transaction will be submitted to the Company's General Meeting of
Shareholders for deliberation.
I. Transaction Overview
1. According to the target requirements of the Company's "14th Five-Year Plan" on building a
"Great Service" system, in order to integrate the business resources of the Company's service sector,
the Company intends to sign equity transfer agreements with Hangzhou Turbine Holdings Co., Ltd.
(hereinafter referred to as "Turbine Holdings"), Hangzhou Guoyu Property Management Co., Ltd.
(hereinafter referred to as "Guoyu Property"), Hangzhou Turbine Industry Co., Ltd. (hereinafter
referred to as "Turbine Industry"), Hangzhou Turbine Lanjin Enterprise Management Consulting
Partnership (Limited Partnership) (Lanjin Partnership) and 5 natural person shareholders, to
acquired 48% equity of Hangzhou Turbine Machinery Equipment Co., Ltd. (hereinafter referred to
as "Machinery Company"), with a total transaction amount of RMB 194,616,000, of which
transactions with Turbine Holdings and Guoyu Property are related party transactions, with a total
transaction amount of RMB 121,635,000 and transactions with other parties are with a total
transaction amount of RMB 72,981,000.
2. According to the Listing Rules for Stocks of Shenzhen Stock Exchange and other relevant
1
regulations, since Turbine Holdings and Guoyu Property are related parties of the Company, this
transaction constitutes a related party transaction.
3. The Proposed Acquisition of 48% Equity of the Machinery Company and Related Party
Transactions was deliberated in the 3rd 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 and expressed their independent
opinion.
The amount of this related party transaction is 121,635,000 yuan, accounting for 1.46% of the
Company's audited net assets in 2022 (8,328.4811 million yuan). This transaction still needs to be
approved by the General Meeting of Shareholders, and the related parties who have an interest in the
related party transaction will abstain from voting.
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. This
transaction still needs to be approved by Hangzhou State-owned Capital Investment and Operation
Co., Ltd.
II. Basic Information of Counterparty
（I）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
(6)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
2
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
（7）Equity structure : Hangzhou State-owned Capital Investment and Operation Co., Ltd. holds
90% shares, and Zhejiang Financial Development Co., Ltd. holds 10% shares.
2. Recent financial information（In RMB）
Period Turnover Net profit Gross assets Net assets
Year 2022
（After audit ） 5,632,414,250.49 973,616,460.48 18,144,668,892.06 11,493,432,579.81
January -
September 2023 3,981,711,563.49 186,419,020.22 20,107,395,591.21 11,532,612,091.93
（Un audited）
3. Description of association relationship
Turbine Holdings holds 58.68% of the shares of the Company and is the controlling shareholder
of the Company, According to Article 6.3.3 of the Listing Rules for Stocks of Shenzhen Stock
Exchange, it is an associated legal person of the Company.
4. Information of defaulter
As of the disclosure date of the announcement, Hangzhou Turbine Holdings has not been
listed as a defaulter.
（II) Hangzhou Guoyu Property Management Co., Ltd.
1.Profiles
(1)Date incorporation：November 8,2003
(2) Registered address: Room 2101, West Building, No.141 Huancheng North Road, Gongshu
District, Hangzhou City, Zhejiang Province
(3) Nature of enterprise: Limited liability company (invested by non-natural person or wholly
owned by holding legal person)
（4）Legal representative：Xu Guixiang
（5）Registered capital：60 million yuan
(6) Main business: General items: Non-residential real estate leas ing; Property management; Unit
logistics management services; Market management services; Corporate headquarters management;
Enterprise management; Park management services; Parking service; Hotel management;
Commercial complex management services; Sales of steam turbines and auxiliaries; Technical
service, technical development, technical consultation, technical exchange, technology transfer and
technology promotion (except for the items subject to approval according to law, for which business
3
activities shall be carried out independently according to law as per business license). Permitted
items: Catering services (items that need to be approved according to law can only be operated after
being approved by relevant departments, and specific operating items are subject to the approval
documents or permits of relevant departments).
（7）Equity structure : Hangzhou Turbine Holdings Co., Ltd. holds 100% shares.
2. Recent financial information（In RMB）
Period Turnover Net profit Gross assets Net assets
Year 2022
63,546,024.40 27,936,587.58 683,884,263.89 652,295,873.10
（After audit ）
January -
59,870,650.92 29,050,001.19 703,261,208.06 681,345,874.29
September 2023
（Un audited）
3. Description of association relationship
The controlling shareholder of the Company, Turbine Holdings, holds 100% shares of Guoyu
Property, which complies with the provisions of Article 6.3.3 of the Rules for the Listing of Stocks
on the Shenzhen Stock Exchange, Guoyu Products is an associated legal person of the company.
4. Information of defaulter
As of the disclosure date of the announcement, Guoyu Productshas not been listed as a
defaulter.
(III) Hangzhou Turbine Industry Co., Ltd.
1. Basic information
(1) Date of establishment: February 11, 2004
(2) Registered address: Rooms 601 and 602, Unit 1, Building 2, Yile Ginza, Gongshu District,
Hangzhou City, Zhejiang Province
(3) Nature of enterprise: Limited liability company (invested by natural person or wholly owned
by holding)
(4) Legal representative: Jiang Li
(5) Registered capital: RMB 2.425 million
(6) Main business: General items: Property management; Manufacture of steam turbines and
auxiliaries; Manufacture of pneumatic and electric tools; Manufacture of mechanical and electrical
equipment; Wholesale of hardware products; Retail of hardware products; Sales of household
appliances; Sales of fasteners; Sales of knitwear and textile; Sales of daily necessities; Sales of
4
non-ferrous metal alloy; Sales of metal materials; Sales of office supplies; Sales of chemical
products (excluding licensed chemical products); Sales of building materials; Mechanical
equipment sales; Wholesale of auto parts; Retail of stationery supplies; Wholesale of stationery
supplies; Sales of agricultural and sideline products; Business training (excluding educational
training, vocational skill training and other training that require permission); Information
technology consulting services; Domestic services; Holding company services (except for the items
subject to approval according to law, for which business activities shall be carried out independently
according to law as per business license).
（7）Equity structure : Qiu Jinyong holds 15.46% shares, Turbine Holdings holds 10.31% shares,
Han Yan, Wang Jianguo and Jiang Li hold 8.25% shares respectively, Zhao Chufan, Zhang Huiming,
Chen Baoming and Wang Yaping hold 5.15% shares respectively, and 14 other natural persons such
as Wang Jian, Jin Xiaoping and He Liming hold 28.84% shares in total.
2. Recent financial information（In RMB; Consolidated range）
Period Turnover Net profit Gross assets Net assets
Year 2022
（After audit ） 1828667.83 296293.53 12322498.16 7431038.98
January -
September 2023 1113573.18 -222422.5 15800077.58 3688862.77
（Un audited）
3. Description of association: Turbine Industry is not an associated legal person of the
Company.
4. Information of defaulter
As of the disclosure date of the announcement, Turbine Industry not been listed as a
defaulter.
(IV) Hangzhou Turbine Lanjin Enterprise Management Consulting Partnership
(Limited Partnership)
1. Basic information
(1) Date of establishment: April 16, 2020
(2) Registered address: Room 1415, Zone B, 14/F, Building 1, Dongfangmao Commercial Center,
Gongshu District, Hangzhou City, Zhejiang Province
(3) Nature of enterprise: limited partnership
(4) Executive partner: Tong Haiwen
5
(5) Contribution: RMB 16.906,875 million
(6) Scope of business: General items: Bus iness management; (except for the items subject to
approval according to law, for which business activities shall be carried out independently
according to law as per business license).
（7）Equity structure : Tong Haiwen holds 13.39%, Wang Yiqiang holds 10.24%, Zhu Changjun
holds 5.12%, Yang Shaoding holds 4.72%, Li Xin holds 4.33%, and the other 32 natural persons
hold 62.21% in total.
2. Recent main financial data: As the employee stock ownership platform, the Company has no
actual business.
3. Description of association: Lanjin Partnership is not an associated legal person of the
Company.
4. Information of defaulter
As of the disclosure date of the announcement, Lanjin Partnership not been listed as a
defaulter.
(V) Natural person shareholders
1. Basic information
Tong Haiwen, Lin Feng, Wang Fang, Yang Yang and Bu Hanming, all of whom are on-the-job
employees of Machinery Company.
2. Description of association: There is no association between the above natural person
shareholders and the Company.
4. Information of defaulter
As of the disclosure date of the announcement, The above-mentioned natural person
shareholders are not listed as defaulters.
III. Basic Information of the Transaction Object
1. Name: Hangzhou Turbine Machinery Equipment Co., Ltd.
2. Address: Rooms 601-619 and 638-645, No.1188 Dongxin Road, Gongshu District,
Hangzhou City, Zhejiang Province
3. Legal representative: Tong Haiwen
4. Registered capital: RMB 30 million
5. Type: Limited liability company (joint venture by foreign-invested enterprises and domestic
capital)
6
6. Unified social credit code: 91330103759545858H
7. Registration authority: Gongshu District Market Supervision Administration of Hangzhou
8. Scope of business: General items : Manufacture of steam turbine and auxiliaries; Sales of
steam turbines and auxiliaries; Manufacture of general equipment (excluding manufacture of
special equipment); Sales of mechanical equipment; Sales of lubricating oil; Maintenance of
electronic and mechanical equipment (excluding special equipment); Electrical equipment repair;
Repair of general equipment; Research and development of mechanical equipment; Technical
service, technical development, technical consultation, technical exchange, technology transfer and
technology promotion; Education consulting services (excluding education and training activities
requiring license approval) (except for the items subject to approval according to law, for which
business activities shall be carried out independently according to law as per business license).
Permitted items: All kinds of engineering construction activities; Technology import and export;
Import and export of goods (items that need to be approved according to law can only be operated
after being approved by relevant departments, and specific operating items are subject to the
approval documents or permits of relevant departments).
（9）Equity structure :
Contribution amount Shareholding
S/N Shareholder name
(RM B '0,000) ratio
1 Hangzhou Turbine Holdings Co., Ltd. 600 20.00%
2 Hangzhou Turbine Power Group Co., Ltd. 1560 52.00%
3 Hangzhou Guoyu Property M anagement Co., Ltd. 300 10.00%
4 Hangzhou Turbine Industry Co., Ltd. 90 3.00%
5 Tong Haiwen 39 1.30%
6 Bu Hanming 6 0.20%
7 Wang Fang 6 0.20%
8 Lin Feng 12 0.40%
9 Yang Yang 6 0.20%
Hangzhou Turbine Lanjin Enterprise M anagement
10 381 12.70%
Consulting Partnership（LP）
Total 3000 100.00%
2. Recent financial information（In RMB; Consolidated range）
Period Turnover Net profit Gross assets Net assets
Year 2022
306,871,315.89 95,410,281.94 319,456,510.92 141,284,012.49
（After audit ）
January - September
291,465,662.13 60,817,531.47 409,683,449.08 233,703,649.90
2023
7
（Un audited）
3. Ownership of shares: The shares of the target company to be sold this time are clear, with no
mortgage, pledge or other restrictions on transfer, no litigation, arbitration or judicial measures such
as seizure and freezing, and no other circumstances that hinder the transfer of ownership. The target
company is not a defaulter.
IV. Pricing Policy and Basis of this Transaction
Based on June 30, 2023, the Special Aud it Report on Assets and Capital Verification (TJS
[2023] No.9555) issued by Pan-China Certified Public Accountants (special general partnership)
shows that the total book assets of the Machinery Company are RMB 348,934,334.17, the total
book liabilities are RMB 120,112,880.21 and the net book assets are RMB 228,821,453.96.
According to the Assets Appraisal Report (ZMPB Zi [2023] No. 3329) issued by Zhongming
International Assets Appraisal (Beijing) Co., Ltd., the assets-based method and the income method
were adopted respectively. After comprehensive analys is, the calculated result by the income
method was finally adopted as the appraisal value of all the shareholders' rights and interests of the
Machinery Company, and the appraisal value of all the shareholders' rights and interests of the
Machinery Company on the appraisal base date (June 30, 2023) was RMB 405,450,000. The
transaction price of the 20% equity of the Machinery Company determined by the Company and
Turbine Holdings is RMB 81,090,000 based on the above asset appraisal results; The Company and
Guoyu Property confirmed that the transaction price of 10% equity of Machinery Company was
RMB 40,545,000; The Company and Turbine Industry determined that the transaction price of 3%
equity of Machinery Company was RMB 12,163,500; Based on the above assets appraisal results,
the Company and Lanjin Partnership determined that the transaction price of 12.7% equity of
Machinery Company was RMB 51,492,150; The Company and all natural person shareholders
determined that the transaction price of 2.3% equity of Machinery Company was RMB 9,325,350.
V. Main Contents of Related Party Transaction Agreement
1. Transferor, Transferee, share and price of equity transfer agreement
In this transaction, the Company has signed equity transfer agreements with Turbine Holdings,
Guoyu Property, Turbine Industry, Lanjin Partnership and natural person shareholders respectively.
See the following summary table for the target company name, Transferor, Transferee, equity
transfer share and price information of each agreement:
8
S/N Equity ratio of
Equity transfer price
Transferor Transferee target
(RM B)
company
1 Hangzhou Turbine Holdings Co., Ltd. 20% 81,090,000
Hangzhou Guoyu Property
2
10%
Management Co., Ltd. Hangzhou 40,545,000
3 Hangzhou Turbine Industry Co., Ltd 3% 12,163,500
Turbine
Hangzhou Turbine Lanjin
4 Power Group
Enterprise Management
12.7%
Consulting Partnership (Limited Co., Ltd.
Partnership) 51,492,150
5 Natural person shareholder 2.3% 9,325,350
2. Payment of equity transfer amount
Payment method for the transfer of shares of Turbine Holdings, Guoyu Property, Turbine
Industry, Lanjin Partnership and natural person shareholders to the Company: The Transferee shall
pay off the transaction price of equity transfer in one lump sum within 5 working days from the
effective date of the Equity Transfer Agreement.
3. Principle of liquidation of profit and loss during the period: During the period from the base
date of appraisal (June 30, 2023) to the delivery date of equity transfer, the changes in the net assets
of the target enterprise will not be audited and liquidated, and will be borne by the Transferee
according to its shareholding ratio.
4. The registration procedures for industrial and commercial change of this equity transfer shall
be handled by the target enterprise. The Transferor and the Transferee shall actively assist the target
enterprise to complete the necessary documents and materials for the legal procedures of equity
industrial and commercial change registration and the application for relevant change registration
procedures within 20 working days.
VI. Other Arrangements related to this Transaction
After the equity transfer, the target enterprise normally conducts production and business
activities. The enterprise after the transfer continues to perform the labor contract signed between
the target enterprise and the employees to safeguard and protect the legitimate rights and interests of
all employees. This equity transfer does not involve the placement of employees.
VII. Purpose of the Transaction and Impact on Listed Company
This transaction is conducive to the Company's integration of business resources in the service
9
sector and accelerating the work of the Company's "14th Five-Year Plan" on building a "Great
Service" system. This transaction does not harm the interests of the Company or its non-associated
shareholders, and the decision of the transaction is made in strict accordance with the Company's
relevant systems. The implementation of this related party transaction will not adversely affect the
Company's production, operation and financial status, nor will it adversely affect the Company's
independence, and the Company will not be dependent on or controlled by such related party.
VIII. Each Related Party Transaction with the Related Party Accumulated
The total amount of related party transactions with Turbine Holdings and its subsidiaries from
the beginning of the year to the disclosure date was RMB 151,7005 million, accounting for 1.82%
of the Company's latest audited net assets (RMB 8,328.4811 million).
IX. Prior Approval and Independent Opinions of Independent Directors
(I) Prior approval opinions
Before deliberating the proposal of the Company to acquire 48% equity of Machinery
Company and related party transactions, the Board of Directors of the Company has fulfilled the
procedure of submitting this related party transaction proposal to independent directors for prior
review in accordance with relevant regulations. The acquisition of assets and related party
transactions of the Company is in the interests of the Company and its shareholders, which is with
no harm to the interests of minority shareholders, and is in compliance with relevant laws,
regulations, normative documents and the Articles of Association of the Company. We unanimously
agreed to submit the above proposal to the Third Session of the Ninth Board of Directors of the
Company for deliberation, and the related directors shall abstain from voting when deliberating the
related party transaction proposal.
(II) Independent opinions
The Company intends to acquire 48% equity of Machinery Company this time, which is
conducive to the Company's integration of service sector business resources and conforms to the
Company's development strategic plan. This related party transaction is priced fairly, and 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 shareholders, especially its minority shareholders. Therefore,
we unanimously agree on this asset acquisition and related party transaction of the Company.
X. Documents available for inspection
1. Resolutions of the 3rd Meeting of the 9th Board of Directors;
10
2.Prior approval opinion and independent opinion by the Company's independent directors;
3. Equity transfer agreement;
4.Evaluation report of the transaction target;
5. Summary of related party transactions of the listed company.
This announcement is hereby made.
The Board of Directors of Hangzhou Turbine Power Group Co., Ltd.
October 31,2023
11
