Stock Code: 200771 Stock ID: Hangqilun B Announcement No.: 2024-58
Hangzhou Turbine Power Group Co., Ltd.
Announcement on the planning of major asset restructuring and the Company's
suspension of share trading
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. Reason for trading suspension and work arrangements
Hangzhou Turbine Power Group Co., Ltd. and Hangzhou Hailianxun Technology Co., Ltd.
(hereinafter referred to as "Hailianxun") are planning to absorb and merge Hangzhou Turbine through the
issuance of A shares by Hailianxun to all shareholders of Turbine (hereinafter referred to as the
"Transaction"). This transaction is expected to constitute a major asset restructuring as stipulated in the
Administrative Measures for the Material Asset Restructuring of Listed Companies, and also constitutes a
related party transaction of the Company, and this transaction will not lead to a change in the actual
controller of the Company.
As this transaction is still in the planning stage and there are uncertainties, in order to ensure fair
information disclosure, safeguard the interests of investors, and avoid abnormal fluctuations in the
Company's stock price, after applying to the Shenzhen Stock Exchange, the Company's shares will be
suspended from the opening of the market on October 28, 2024 (Monday), and the suspension time is
expected to be no more than 10 trading days.
During the suspension period, the Company will fulfill its information disclosure obligations in a
timely manner according to the progress of this transaction. The Company will disclose the restructuring
plan deliberated and approved by the board of directors in accordance with the requirements of the China
Securities Regulatory Commission's " Standards for the Content and Format of Information Disclosure of
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Companies Offering Securities to the PublicNo. 26-Material Asset Restructuring of Listed Companies"
and "Self-Regulatory Guidelines for Listed Companies on the Shenzhen Stock Exchange No. 6 -
Suspension and Resumption of Trading", and apply for resumption of trading.
II. Basic information of the transaction
(A) The basic information of the merging party
Company name: Hangzhou Hailianxun Technology Co., Ltd
Unified social credit code: 914403007152459096
Date of establishment: 4 January 2000
Registered capital: RMB 335 million
Legal representative: Gao Chunfeng
Registered address: Room 206-6, Dongqing Building, No. 60, Qingchun Road, Gongshu District,
Hangzhou City, Zhejiang Province
Company Type: Other Company Limited by Shares (Listed)
Business Scope: General Items: Information System Integration Services; information technology
consulting services; information consulting services (excluding licensed information consulting services);
information system operation and maintenance services; software development; software sales; network
and information security software development; technical services, technology development, technical
consultation, technology exchange, technology transfer, technology promotion; computer hardware and
software and peripheral equipment manufacturing; retail of computer hardware and software and
auxiliary equipment; wholesale of computer hardware and software and auxiliary equipment;
communication equipment manufacturing; sales of communication equipment; sales of optical
communication equipment; professional repair of communication transmission equipment; professional
repair of communication switching equipment; power transmission and distribution and control
equipment manufacturing; sales of intelligent power transmission and distribution and control equipment;
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sales of digital video surveillance systems; information security equipment manufacturing; sales of
information security equipment; security equipment sales; design and construction services of security
technology prevention system; security system monitoring services; network equipment manufacturing;
network equipment sales; sales of communication equipment; repair of communication equipment; sales
of mobile communication equipment; sales of satellite mobile communication terminals; sales of mobile
terminal equipment; sales of electronic products; sales of electronic special equipment; power electronic
components manufacturing; sales of power electronic components; retail of electronic components; sales
of photovoltaic equipment and components; instrumentation sales; sales of charging piles; Internet of
Things technology research and development; IoT device manufacturing; sales of IoT devices; data
processing services; Internet data services; industrial Internet data services; cloud computing equipment
technical services; 5G communication technology services; industrial robot sales; artificial intelligence
application software development; artificial intelligence hardware sales; artificial intelligence industry
application system integration services; Artificial intelligence general application system; housing rentals;
Conference and exhibition services (except for items subject to approval in accordance with the law,
independently carry out business activities with a business license in accordance with the law). Licensed
items: Category I value-added telecommunications services; Category II value-added telecommunications
services; Basic telecommunications services (for itemssubject to approval in accordance with the law,
business activities can only be carried out after approval by relevant departments, and specific business
itemsare subject to the approval results).
(B) The basic information of the merged party
Company name: Hangzhou Turbine Power Group Co., Ltd
Unified Social Credit Code: 913300007042026204
Date of establishment: April 23, 1998
Registered capital: RMB 1,175.009597 million
Legal representative: Ye Zhong
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Registered address: Building 1, No. 608, Kangxin Road, Linping District, Hangzhou City, Zhejiang
Province
Company Type: Company Limited by Shares (Hong Kong, Macao and Taiwan Investment, Listed)
Business scope: design, manufacture, sales, after-sales service and related product technology
development, trade, transfer and consulting services for turbines, gas turbines and other rotating and
reciprocating machinery and equipment and auxiliary equipment, spare parts. Wholesale, import and
export and after-sales service of complete sets of engineering equipment in the fields of power generation,
industrial drive and industrial turbine, general contracting of energy conservation and environmental
protection projects.
(C) Transaction method
The method of this transaction is that Hailianxun intends to absorb and merge Hangzhou Turbine
by issuing A shares to all shareholders of Hangzhou Turbine.
III. Documents of intent for this transaction
Hangzhou State-owned Capital Investment and Operation Co., Ltd. (hereinafter referred to as
"Hangzhou Capital"), as the controlling shareholder of Hailianxun and the indirect controlling shareholder
of Hangzhou Steam Tubine, issued the Notice on Planning Major Asset Restructuring Matter on October
25, 2024, which intends to plan a major asset restructuring between Hailianxun and Hangzhou Turbine,
that is, Hailianxun will issue A shares to all shareholders of Hangzhou Turbine, and absorb and merge
Hangzhou Turbine through share exchange, and the shares held by all shareholders of Hangzhou Turbine
will be converted into A shares of Hylianxun in accordance with the share exchange ratio. After the
completion of this transaction, Hangzhou Turbine will terminate its listing and cancel its legal personality.
The transaction is expected to constitute a major asset restructuring, and the details of the relevant plan are
yet to be further discussed and determined.
Ⅳ. Risk Warning
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Up to now, the transaction is still in the planning stage, and the parties to the transaction have not yet
signed a formal transaction agreement, and the specific transaction plan is still being negotiated and
demonstrated.
The transaction is subject to the necessary internal decision-making procedures, and is subject to the
approval of the competent regulatory authorities before it can be formally implemented, whether the
transaction can obtain the aforesaid approval and the time of final approval are uncertain, and the relevant
information is subject to the announcement issued by the Company's designated information disclosure
media. Please pay attention to the follow-up announcement and pay attention to the investment risks.
V. Documents for reference
1. Application for trading suspension signed by the chairman of the board of directors and stamped
with the seal of the board of directors
2. Notice on Planning Major Asset Restructuring Matters
3. The counterparty's explanation on the non-existence of situation of Article 12 of the "Guidelines
for the Supervision of Listed Companies No. 7 - Supervision of Abnormal Stock Transactions Related to
Major Asset Restructuring of Listed Companies".
This announcement is hereby made.
The Board of Directors of Hangzhou Turbine Power Group Co., Ltd.
October 28, 2024
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