Stock Code:200771 Stock ID: Hangqilun B Announcement No. 2024-81
Hangzhou Turbine Power Group Co., Ltd.
Resolutions of the 9th Meeting of the 9th Supervisory Board
The members of the Supervisory Committee 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.
The 9th meeting of the 9th supervisory Board of Hangzhou Turbine Power Group Co., Ltd. was in
the November 9, 2024 in the meeting room No.304 of turbine power Building of the Company. All
of the 3 supervisors presented the meeting. The supervisors examined and voted on the proposals at
the meeting. The secretary of the Board Wang Gang observed the meeting. The meeting procedures
are legal and complying with the Company Law and Articles of Association.
The meeting was hosted by chairman of the Supervisory Board Ms. Zhang Weijie.
The following proposals were examined at the meeting and passed by open ballot.
I. "Proposal on the Transaction Complying with the Relevant Laws and Regulations of the
Major Asset Restructuring of Listed Companies"
Hangzhou Hirisun Technology Incorporated. (hereinafter referred to as " Hirisun " or "the
surviving company") intends to absorb and merge Hangzhou Turbine by issuing A shares to all
shareholders of Hangzhou Turbine (hereinafter referred to as the "Transaction", the "Consolidation"
or the "Absorption Merger").
In accordance with the relevant provisions of laws, regulations and normative documents such
as The Company Law of the People's Republic of China (hereinafter referred to as "The Company
Law"), the Securities Law of the People's Republic of China, the Administrative Measures for the
Major Asset Restructuring of Listed Companies (hereinafter referred to as the "Restructuring
Administrative Measures"), the Regulatory Guidelines for Listed Companies No. 9-Regulatory
Requirements for the Planning and Implementation of Major Asset Restructuring of Listed
Companies, and other laws, regulations and normative documents, after self-examination and
demonstration of the actual situation of the Company and the related matters, the Board of Directors
considered that the Transaction complies with the provisions of relevant laws, regulations and
normative documents.
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
II. Proposal on the Share Exchange and Merger of Hangzhou Turbine Power Group Co., Ltd.
Namely the Related Party Transaction Plan by Hangzhou Hirisun Technology Incorporated..
The specific plan of the Transaction is as follows:
The merger party of this share exchange absorption merger is Hirisun, and the absorbed merger party
is HTC.
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
Hirisun will issue A shares as consideration to all the share exchange shareholders of HTC, and
absorb and merge HTC through share exchange, and the shares held by all the shareholders of HTC
will be converted into A shares of Hirisun in accordance with the share exchange ratio.
As the merger party and surviving company of this merger, Hirisun will inherit and undertake all the
assets, liabilities, business, personnel and all other rights and obligations of HTC; As the merged
party of this merger, HTC will terminate its listing and cancel its legal personality.
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
The type of shares issued by Hirisun as a result of this merger is domestically listed RMB ordinary
shares (A shares), with a par value of 1.00 yuan per share.
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
The issuance object of this merger is all shareholders of HTC registered after the market close on the
equity registration date of the merger implementation, that is, on the equity registration date of the
implementation of the merger, the shareholders of HTC who have not declared, partially declared,
have no right to declare or invalidly declare the exercise of the cash option, as well as the provider of
the cash option (if it has actually paid cash consideration to the shareholders who exercise the cash
option and transferred the shares of HTC), and all the shares held by the share exchange object will
be converted into A shares issued by Hirisun due to the merger in accordance with the share
exchange ratio.
The board of directors of the two parties will separately negotiate and announce the equity
registration date for the implementation of the merger after the transaction is approved by the
Shenzhen Stock Exchange (hereinafter referred to as the "Shenzhen Stock Exchange") and the China
Securities Regulatory Commission agrees to register.
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
The pricing benchmark date of the merger is the date of the announcement of the first board
resolution of the two parties. Taking into account factors such as historical stock price, operating
performance, market capitalization, etc., in accordance with the relevant provisions of the
"Restructuring Management Measures", and after negotiation between the two parties of the merger,
the exchange price of Hirisun is determined to be 9.56 yuan per share according to the average stock
trading price of the 20 trading days before the pricing benchmark date. The average stock trading
price of HTC is HK$7.77 per share according to the average stock trading price of 20 trading days
before the pricing benchmark date, which is equivalent to RMB 7.11 per share by converted
according to the median price of RMB to Hong Kong dollar announced by the People's Bank of
China on October 25, 2024 (HK$1 = 0.91496 RMB) that is the trading day before HTC share
suspension.
It’s finally determined that the exchange price of HTC is to give a premium of 34.46% on this basis,
and the exchange price of HTC = the average trading price of HTC * (1 + premium rate) = 9.56 yuan
/ share, and the number of shares of Hirisun that can be exchanged for each 1 share of HTC = the
exchange price of HTC / the exchange price of Hirisun. According to the above formula, the
exchange ratio between HTC and Hirisun is 1:1, that is, every 1 share of HTC can be exchanged for
From the pricing benchmark date of the merger to the implementation date of the share exchange
(both dates inclusive), the share exchange ratio shall not be adjusted under any other circumstances,
except for the distribution of cash dividends, stock dividends, capital reserve conversion to share
capital, allotment and other ex-rights and dividends by either party to the merger, or in the event that
the exchange price needs to be adjusted in accordance with the requirements of relevant laws,
regulations or regulatory authorities.
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
Up to now, the total share capital of HTC is 1,175,009,597 shares, and the shares of HTC
participating in this share exchange are 1,175,009,597 shares. Calculated with reference to the share
exchange ratio, the total number of shares issued by Hirisun for this share exchange is 1,175,009,597
shares.
If either of the two parties to the merger has any ex-rights and dividends such as cash dividends,
stock dividends, capital reserve conversion to share capital, allotment and other ex-rights and
dividends from the pricing benchmark date to the share exchange date (both dates inclusive), or the
stock repurchase and cancellation of HTC, the number of shares issued by the above-mentioned
exchange shall be adjusted accordingly.
The A-shares of Hirisun obtained by the share exchange shareholders of HTC shall be integers. If the
amount obtained by multiplying the HTC shares held by the exchange ratio is not an integer, then
one share will be issued to each shareholder in descending order according to the mantissa after the
decimal point until the actual number of shares exchanged matches the planned number of shares. If
there are more shares with the same ending than the remaining number, the computer system will
randomly distribute them until the actual number of shares exchanged matches the planned number
of shares to be issued.
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
The A-shares issued by Hirisun for this share exchange will be applied for listing and circulation on
the Growth Enterprise Market of the Shenzhen Stock Exchange.
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
For the shares of HTC that have been pledged, frozen by the judiciary or restricted by laws and
regulations from transferring, such shares will be converted into shares of Hirisun when they are
exchanged, and the pledge, judicial freezing status or other rights restrictions originally set on the
shares of HTC will continue to be valid on the corresponding shares of Hirisun in exchange.
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
In order to protect the interests of Hirisun shareholders and reduce the impact of Hirisun 's stock
price fluctuations on investors after the merger, in accordance with the relevant provisions of "The
Company Law" and the "Articles of Association of Hangzhou Hirisun Technology Co., Ltd.",
Hirisun 's dissenting shareholders will be given the appraisal rights in this merger.
(1) Dissenting shareholders of Hirisun
The dissenting shareholders of Hirisun who have the right to exercise appraisal rights refer to the
shareholders of HTC who have voted valid against at the shareholders’’ meeting to all the relevant
proposals on the merger plan and the sub-proposals voted on one by one and on the relevant
proposals on the merger agreement signed by the two parties to the merger, and have continued to
hold the shares representing the objection rights until the implementation date of the appraisal rights
request of the dissenting shareholders of Hirisun, and meanwhile have performed the relevant
reporting procedures within the specified time.
(2) The provider of the appraisal rights
Hangzhou State-owned Capital Investment and Operation Co., Ltd. (hereinafter referred to as
"Hangzhou Capital"), as the provider of the appraisal rights, provides the appraisal rights to the
dissenting shareholders of Hirisun. Dissenting shareholders of Hirisun shall no longer assert the right
to claim the appraisal rights from Hirisun or any shareholder of Hirisun who agrees to the merger.
After the Transaction is registered by the China Securities Regulatory Commission, the provider of
the appraisal rights promised to unconditionally accept the shares held by the dissenting shareholders
of Hirisun who had successfully declared the exercise of the appraisal rights on the implementation
date of the appraisal rights claim, and pay the corresponding cash consideration to the dissenting
shareholders of Hirisun according to the price of the appraisal rights claim.
(3) The price of the appraisal rights claim
The price of the appraisal rights request of the dissenting shareholders of Hirisun is the average
trading price of the A-shares in the 20 trading days before the suspension of the Hirisun A-shares
(i.e., the 20 trading days before the pricing benchmark date), that is, 9.56 yuan per share.
If the distribution of cash dividends, stock dividends, capital reserve to share capital, allotment and
other ex-rights and dividends occurs from the pricing benchmark date to the implementation date of
the appraisal rights request (both dates inclusive), the appraisal rights price shall be adjusted
accordingly.
(4) The price adjustment mechanism for appraisal rights
The object of adjustment is the price of the appraisal rights of the dissenting shareholders of Hirisun.
(1) The state-owned assets authority approves the price adjustment plan;
(2) The general shareholders' meeting of Hirisun deliberated and approved the price adjustment plan;
(3) The general shareholders' meeting of HTC deliberated and approved the price adjustment plan.
From the announcement date of the resolution of the merger deliberated and approved in the Hirisun
general shareholders' meeting to the date before the China Securities Regulatory Commission agreed
to register the Transaction.
From the announcement of the first board resolution of Hirisun to the time when the China Securities
Regulatory Commission agrees to register the Transaction, if any of the following two circumstances
occur, the board of directors of Hirisun has the right to hold a meeting within the price adjustment
period to consider whether to make an adjustment to the price of the appraisal rights:
A. The Growth Enterprise Index(399006. SZ) has a closing point drop of more than 20% in at least
previous trading day before the suspension of trading on the A-share market of Hirisun ; And prior to
the trading day, the daily trading average price of Hirisun A-shares has fallen by more than 20% in at
least 10 consecutive trading days compared to the trading average price of Hirisun A-shares in the 20
trading days before the suspension of trading (i.e. the 20 trading days before the pricing benchmark
date);
Or
B. Wind Information Technology Service Index (866311. WI) has a closing point drop of more than
point of the trading day before the suspension of the A-share trading of Hirisun; And prior to the
trading day, the daily average trading price ofHirisun A-shares had fallen by more than 20% in at
least 10 out of 20 consecutive trading days compared to the average trading price of Hirisun
A-shares in the 20 trading days before the suspension of trading (i.e. the 20 trading days before the
pricing benchmark date).
The board of directors of Hirisun shall convene a meeting of the board of directors within 20 trading
days from whichever date is later-the date to the first achievement of the trigger conditions for price
adjustment and the date on which the effective conditions of the price adjustment plan are met, and
deliberate and decide whether to adjust the price of the appraisal rights of the dissenting shareholders
of Hirisun in accordance with the price adjustment plan. During the price adjustment period, Hirisun
will only adjust the price of the dissenting shareholder's appraisal rights once. If Hirisun has
convened a meeting of board of directors to review and decide to adjust the price of the dissenting
shareholder's appraisal rights, and the price adjustment condition is triggered again, no further
adjustment will be made;; If the board of directors has convened a meeting to deliberate and decide
not to adjust the price of the appraisal rights of the dissenting shareholder, and the price adjustment
condition is triggered again, no further adjustment will be made.
The benchmark date for price adjustment is the next trading day after the date of achievement of the
above-mentioned trigger conditions. The adjusted price of the appraisal rights of dissenting
shareholders is the average trading price of the stock in the 20 trading days prior to the benchmark
date of the price adjustment.
(5) Exercise of the appraisal rights
After the transaction is registered with the China Securities Regulatory Commission, Hirisun will
determine the equity registration date for the implementation of the appraisal rights. The dissenting
shareholders who exercise the appraisal rights may obtain the cash consideration paid by the
provider of the appraisal rights according to the price of the appraisal rights on the implementation
date of each share of the appraisal rights that they have validly declared, and at the same time
transfer the corresponding shares to the name of the provider of the appraisal rights. The provider of
the appraisal rights shall acquire all the shares of Hirisun on the implementation date of the appraisal
rights exercised by the dissenting shareholders of Hirisun, and pay the cash consideration
accordingly.
The following conditions must be met at the same time for the registered dissenting shareholders of
Hirisun to exercise the appraisal rights: (1) as far as the shareholders of Hirisun are concerned, they
have cast valid negative votes on the relevant proposals on the merger plan and the sub-proposals
voted on one by one at the general shareholders' meeting of Hirisun on the merger plan and on the
relevant proposals on the merger agreement signed by the two parties to the merger; (2) From the
record date of the shareholders' meeting at which Hirisun deliberated on the merger, as a validly
registered shareholder of Hirisun, continue to hold the shares representing the right of opposition
until the implementation date of the appraisal rights; (3) Successfully perform the relevant
declaration procedures within the filing period of the appraisal rights claim. Shareholders who meet
the above conditions are only entitled to exercise the appraisal rights of shares for which they have
cast a valid negative vote. If the dissenting shareholders of Hirisun sell their shares (including but
not limited to being forcibly deducted by the judiciary) after the registration date of the general
shareholders' meeting of the merger of Hirisun's share exchange and absorption, the number of
shares entitled to exercise the appraisal rights shall be reduced accordingly; If the dissenting
shareholders of Hirisun purchase shares after the registration date of the shareholders' meeting of the
merger of Hirisun's share exchange and absorption, the number of shares entitled to the appraisal
rights shall not increase, and such shares shall not enjoy the appraisal rights.
The dissenting shareholders of Hirisun of the register who hold the following shares shall not have
the right to assert the appraisal rights of the shares they hold: (1) the shares of Hirisun with rights
restrictions, such as the shares that have been pledged or set with other third-party rights or are
restricted by laws and regulations such as judicial freeze; (2) its legal holder undertakes in writing to
give up the appraisal rights of shares of the dissenting shareholder; and (3) other shares that are not
subject to the exercise of the appraisal rights under applicable law.
Dissenting shareholders who have submitted Hirisun's shares as collateral for margin trading must
transfer Hirisun's shares from the securities company's customer credit guarantee account to their
ordinary securities account before the equity registration date of the appraisal rights request before
they can exercise the appraisal rights. Dissenting shareholders of Hirisun who have carried out the
agreed repurchase securities transaction must complete the early repurchase procedures in a timely
manner before they can exercise the appraisal rights before the equity registration date of the
appraisal rights claim.
The relevant taxes and fees arising from the exercise of the appraisal rights shall be borne by the
dissenting shareholders of Hirisun who exercise the appraisal rights. The provider of the appraisal
rights and other entities shall bear the responsibility in accordance with relevant laws, regulations,
regulatory authorities, and securities registration and settlement institutions. If there is no clear
regulation on this by laws, regulations, regulatory authorities, and securities registration and
settlement institutions, the parties shall negotiate and resolve it in accordance with market practices.
If the merger proposal fails to obtain permit or approval from the general shareholders' meeting or
relevant regulatory or government departments by both parties, resulting in the ultimate inability to
implement the merger, the dissenting shareholders of Hirisun cannot exercise their appraisal rights,
nor can they claim any compensation or indemnification from the merging parties.
After the transaction is approved and registered by the China Securities Regulatory Commission,
Hirisun will separately announce the detailed arrangements for the appraisal rights request plan of
Hirisun dissenting shareholders (including but not limited to the declaration, settlement and delivery
of the appraisal rights), and will disclose information in a timely manner in accordance with laws,
regulations and the provisions of the Shenzhen Stock Exchange.
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
In order to protect the interests of the shareholders of HTC and reduce the impact of the fluctuation
of the stock price of HTC on investors after the merger, in accordance with the relevant provisions of
The Company Law and the Articles of Association of Hangzhou Turbine Power Group Co., Ltd., the
dissenting shareholders of HTC will be given the cash option right in this merger.
(1) Dissenting shareholders of HTC
The dissenting shareholders of HTC who have the right to exercise the cash option refer to the
shareholders who participated in the general shareholders' meeting held by HTC and voted valid
against to all the merger plan and the sub-proposals voted on one by one and to the relevant
proposals on the merger agreement signed by the two parties in the merger, and have continued to
hold the shares representing the objection right until the implementation date of the cash option of
the dissenting shareholders of HTC, and at the same time perform the relevant declaration
procedures within the specified time.
(2) The provider of the cash option
Hangzhou Capital, as the provider of the cash option, provides the cash option to the dissenting
shareholders of HTC. The dissenting shareholders of HTC shall no longer claim the cash option
from HTC or any shareholder of HTC who agrees to the merger. After the Transaction is registered
with the China Securities Regulatory Commission, the provider of the cash option shall undertake
unconditionally to accept the shares held by the dissenting shareholders of HTC who successfully
declared the exercise of the cash option on the implementation date of the cash option, and pay the
corresponding cash consideration to the dissenting shareholders of HTC according to the cash option
price.
(3) The price of the cash option
The cash option price of the dissenting shareholders of HTC is the average trading price of B-shares
for the 20 trading days before the suspension of trading of HTC's B-shares (i.e. 20 trading days
before the pricing benchmark date), that’s HK$7.77 per share, which is equivalent to RMB7.11 per
share by converted according to the median price of RMB to Hong Kong dollar announced by the
People's Bank of China on October 25, 2024 (HK$1 = 0.91496 RMB) that is the trading day before
HTC share suspension. If there are ex-rights and dividends such as cash dividends, stock dividends,
conversion of capital reserve to share capital, and allotment from the pricing benchmark date to the
implementation date of the cash option (both dates inclusive), the cash option price will be adjusted
accordingly.
(4) the price adjustment mechanism for cash option
The object of adjustment is the cash option price of dissenting shareholders of HTC.
(1) The state-owned assets authority approves the price adjustment plan;
(2) The shareholders' meeting of Hirisun deliberated and approved the price adjustment plan;
(2) The shareholders' meeting of HTC deliberated and approved the price adjustment plan.
From the announcement date of the resolution of the merger deliberated and approved in the HTC
general shareholders' meeting to the date before the China Securities Regulatory Commission agreed
to register the Transaction.
From the announcement of the first board resolution of HTC to the time when the China Securities
Regulatory Commission agrees to register the Transaction, if any of the following two circumstances
occur, the board of directors of HTC has the right to hold a meeting within the price adjustment
period to consider whether to make an adjustment to the price of the cash option:
A. Shenzhen Stock Exchange Composite Index (399106. SZ) has a closing point drop of more than
closing point of the previous trading day before the suspension of trading on the HTC's B shares;
And prior to the trading day, the daily trading average price of HTCB-shares has fallen by more than
in the 20 trading days before the suspension of trading (i.e. the 20 trading days before the pricing
benchmark date);
Or
B. Wind Electrical Equipment Industry Index (882210.HK) WI) has a closing point drop of more
than 20% in at least 10 of the 20 consecutive trading days prior to any trading day compared to the
closing point of the trading day before the suspension of the HTC's B shares; And prior to the trading
day, the daily average trading price of HTC's B shares-shares has fallen by more than 20% in at least
benchmark date).
The board of directors of HTC shall convene a meeting of the board of directors within 20 trading
days from whichever date is later-the date to the first achievement of the trigger conditions for price
adjustment and the date on which the effective conditions of the price adjustment plan are met, and
deliberate and decide whether to adjust the price of the cash option of the dissenting shareholders of
HTC in accordance with the price adjustment plan. During the price adjustment period, HTC will
only adjust the price of the dissenting shareholder's cash option once. If HTC has convened a
meeting of board of directors to review and decide to adjust the price of the dissenting shareholder's
cash option, and the price adjustment condition is triggered again, no further adjustment will be
made; If the board of directors has convened a meeting to deliberate and decide not to adjust the cash
option price of the dissenting shareholders, and the price adjustment condition is triggered again, no
further adjustment will be made.
The benchmark date for price adjustment is the trading day following the date on which the
above-mentioned trigger conditions are fulfilled. The adjusted cash option price of dissenting
shareholders of HTC is the average stock trading price of the 20 trading days before the benchmark
date of the price adjustment.
(5) Exercise of the cash option
After the Transaction is registered by the China Securities Regulatory Commission, HTC will
determine the equity registration date for the implementation of the cash option. Dissenting
shareholders of HTC who exercise the cash option may obtain the cash consideration paid by the
cash option provider at the cash option price on the implementation date of each share of HTC
validly declared, and at the same time transfer the corresponding shares to the name of the cash
option provider. The provider of the cash option shall acquire all the shares of HTC exercising the
cash option by the dissenting shareholders of HTC on the implementation date of the cash option,
and pay the cash consideration accordingly. The shares of HTC acquired by the cash option provider
through the cash option will be converted into A shares issued by Hirisun for the merger in
accordance with the share exchange ratio on the implementation date of the merger plan.
The following conditions must be met at the same time for the registered dissenting shareholders of
HTC to exercise the cash option: (1) they have cast valid negative votes on the relevant proposals on
the merger plan and the sub-proposals voted on one by one at the general shareholders' meeting of
HTC on the merger plan and on the relevant proposals on the merger agreement signed by the two
parties to the merger; (2) From the record date of the shareholders' meeting at which HTC
deliberated on the merger, as a validly registered shareholder of HTC, continue to hold the shares
representing the right of opposition until the implementation date of the cash option; (3) Successfully
perform the relevant declaration procedures within the cash option reporting period. Shareholders
who meet the above conditions are only entitled to exercise the cash option in respect of their share
declarations for which they have cast a valid negative vote. If the dissenting shareholders of HTC
sell their shares after the registration date of the equity registration date of the shareholders' meeting
of the HTC share absorption merger (including but not limited to being judicially compulsorily
deducted, etc.), the number of shares entitled to the cash option shall be reduced accordingly; If the
dissenting shareholders of HTC purchase shares after the registration date of the equity registration
date of the shareholders' meeting of the HTC share absorption merger, the number of shares entitled
to the cash option shall not increase, and such shares shall not enjoy the cash option.
The dissenting shareholders of HTC who hold the following shares are not entitled to exercise the
cash option in respect of the shares they hold: (1) the shares of HTC with rights restrictions, such as
shares that have been pledged or set with other third-party rights or restricted by laws and
regulations such as judicial freeze; (2) its legal holder undertakes in writing to give up the shares of
the cash option of the dissenting shareholders of HTC; and (3) other shares that are not subject to the
exercise of the cash option under applicable law. The above-mentioned shares that are not entitled to
claim the cash option will be converted into shares issued by Hirisun in accordance with the
exchange ratio on the exchange date.
Dissenting shareholders of HTC who have submitted the shares of HTC as collateral for margin
financing and securities lending transactions must transfer the shares of HTC from the credit
guarantee account of the securities company to their ordinary securities account before the equity
registration date of the cash option before they can exercise the cash option. Dissenting shareholders
of HTC who have carried out the agreed repurchase securities transaction must complete the early
repurchase procedures in a timely manner before the equity registration date of the cash option
before exercising the cash option.
The relevant taxes and fees arising from the exercise of the cash option shall be borne by the
dissenting shareholders of HTC exercising the cash option, the provider of the cash option and other
entities shall bear the responsibility in accordance with the relevant laws, regulations, regulatory
authorities and the provisions of the securities registration and clearing institutions. If there is no
clear regulation on this by laws, regulations, regulatory authorities, and securities registration and
settlement institutions, the parties shall negotiate and resolve it in accordance with market practices.
If the merger proposal fails to obtain permit or approval from the general shareholders' meeting or
relevant regulatory or government departments by both parties, resulting in the ultimate inability to
implement the merger, the dissenting shareholders of HTC cannot exercise the cash option, nor can
they claim any compensation or indemnification from the merging parties.
After the transaction is approved and registered by the China Securities Regulatory Commission,
HTC will separately announce the detailed arrangements for the cash option plan of HTC dissenting
shareholders (including but not limited to the declaration, settlement and delivery of the cash option),
and will disclose information in a timely manner in accordance with laws, regulations and the
provisions of the Shenzhen Stock Exchange.
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
During the transition period, in order to achieve a smooth transition of business, if it is truly
necessary, if either party needs the cooperation of the other party in the course of business
development (including but not limited to providing relevant materials, issuing explanations, jointly
reporting to the competent authorities, etc.), the other party shall actively cooperate in this regard.
During the Transition Period, the merging parties shall, and shall procure that each of their
subsidiaries: (1) continue to operate independently in the ordinary course of business in accordance
with past operational management and operating methods, and will not engage in any unusual
transactions or incur any unusual debts; (2) to do its best to maintain all assets that make up the main
business in good condition, and to maintain all good relationships with government authorities,
customers, employees and other relevant parties; (3) Make, sort out and keep their respective
documents and materials, and pay relevant taxes and fees in a timely manner.
During the transition period, either party to the merger shall take the initiative to respond to the
reasonable requests of the other party and provide the other party with relevant assets, financial
account books, meeting minutes, material claims and debts and other relevant documents in a timely
manner. If it is truly necessary, if one party needs the cooperation of the other party in the course of
business development (including but not limited to providing relevant materials, issuing explanations,
jointly carrying out declarations to the competent authorities, etc.), the other party shall actively
cooperate in this regard.
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
(1) Delivery conditions
After the Stock-for-stock Merger agreement takes effect, the Stock-for-stock Merger will be closed
on the closing date. The merging parties shall complete the delivery obligations agreed under the
merger agreement on the delivery date and sign the asset delivery confirmation document.
(2) Asset delivery
Since the date of closing, the ownership of all assets of HTC (including but not limited to all
properties, trademarks, patents, franchises, projects under construction and other assets) and the
related rights, interests, liabilities and obligations shall be enjoyed and assumed by Hirisun. HTC
agrees to assist Hirisun in handling the change procedures for the transfer of all stipulated properties
of HTC (i.e., for any property, the law provides special procedures for the creation or transfer of
such property rights or rights related to such property, including but not limited to land, real estate,
vehicles and vessels, trademarks, patents, etc.) from HTC to the name of Hirisun. If the formal
transfer procedures cannot be performed due to the change of registration procedures and other
reasons, it will not affect the rights and obligations of Hirisun to the above-mentioned assets.
After the completion of the merger, the equity of the subsidiary currently held by HTC belongs to the
surviving company, and it is changed to a subsidiary of the surviving company. The subsidiary of
HTC (if any) belongs to the surviving company and is registered as a subsidiary of the surviving
company.
(3) Debt inheritance
Except for the debts that are repaid in advance based on the creditor's request for early repayment
within the statutory time limit, all outstanding debts of the merger parties will be inherited by
Hirisun after the closing date of the merger.
(4) Contract succession
After the closing date of the share exchange and absorption merger, the contract subject of the rights,
obligations and rights and interests of HTC under all valid contracts/agreements signed by HTCis
changed to Hirisun.
(5) Data handover
HTC shall hand over all its bank account information, reserved seals and all seals of HTC to Hirisun
on the delivery date. HTC shall, from the date of delivery, hand over to Hirisun any and all
documents that have a significant impact on its subsequent operations.
(6) Share transfer
On the date of the share exchange, Hirisun shall register the A shares issued to the shareholders of
HTC as consideration for the merger to the shareholders of HTC. The shareholders of HTC have
become shareholders of Hirisun since the date when the new shares are registered in their names.
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
Since the date of delivery, Hirisun has inherited and undertaken all the assets, liabilities, business,
personnel, contracts, qualifications and all other rights and obligations of HTC.
Hirisun and HTC will perform the creditor notification and announcement procedures in accordance
with the provisions of relevant laws and regulations, and will, according to the requirements of their
respective creditors within the statutory time limit, in accordance with the provisions of relevant
applicable laws and regulations, independently or urge third parties to repay their debts in advance or
provide additional guarantees for their respective creditors. If the relevant creditors fail to claim
early repayment or providing security from the merging parties within the aforesaid statutory period,
the unpaid debts will be inherited by Hirisun after the closing date.
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
From the date of closing, the labor contracts of all employees of Hirisun will continue to be
performed by the surviving company, and the labor contracts of all employees of HTC will be
inherited and continued to be performed by the surviving company. All the rights and obligations of
HTC as the employer of its existing employees will be enjoyed and assumed by the surviving
company from the date of the merger and acquisition.
Before the relevant shareholders' meetings to consider the merger, the two parties will hold a
staff representative meeting or a staff meeting respectively to review the employee placement plan
involved in the merger.
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
In addition to the profit distribution plan approved by the respective general shareholders' meetings
of the two parties, the accumulated undistributed profits of Hirisun and HTC as of the
implementation date of the share exchange shall be jointly enjoyed by the new and old shareholders
of the surviving company according to their shareholding ratios.
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
The resolution of the Transaction is valid for 12 months from the date when the proposal is
submitted and approved in the company's general shareholders' meeting. However, if the company
obtains the documents agreed to be registered by the China Securities Regulatory Commission for
the Transaction within the validity period, the validity period will be automatically extended to the
completion date of the Transaction.
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
III. Proposal on the Share Exchange and Absorption and Merger of Hangzhou Turbine Power
Group Co., Ltd. Namely the Related Party Transaction Plan by Hangzhou Hirisun Technology
Incorporated and its Summary
For the Transaction, the Company prepared the "Plan on the Share Exchange and Absorption and
Merger of Hangzhou Turbine Power Group Co., Ltd. Namely the Related Party Transaction by Hangzhou
Hirisun Technology Incorporated and its Summary" in accordance with the requirements of relevant
laws and regulations and normative documents such as the "Restructuring Administrative Measures"
and the "Standards for the Content and Format of Information Disclosure of Companies Offering
Securities to the Public No. 26 - Major Asset Restructuring of Listed Companies" and other relevant
laws and normative documents.
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
For details of the proposal please refer to the announcement disclosed by the company on
http://www.cninfo.com.cn on November 11, 2024.
Ⅳ. "Proposal on Signing the Conditional Effective “Share Exchange and Absorption
Merger Agreement between Hangzhou Hirisun Technology Incorporated. and Hangzhou
Turbine Power Group Co., Ltd."
In order to clarify the rights and obligations of both parties in the merger process, the Company
intends to sign the conditional effective"Share Exchange and Absorption Merger Agreement
between Hangzhou Hirisun Technology Incorporated. and Hangzhou Turbine Power Group Co., Ltd."
with Hirisun . The agreement clearly stipulates the arrangements for the merger, the exchange price
and share exchange ratio, the acquisition option of the dissenting shareholders of Hirisun , the cash
option of the dissenting shareholders of Hangzhou Turbine, the disposal of claims and debts
involved in the transaction, the transitional period arrangement, the relevant delivery arrangements
involved in the transaction, the placement of employees, the arrangement of accumulated
undistributed profits, the establishment, effectiveness and termination of this agreement, the liability
for breach of contract, the applicable law and dispute resolution.
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
V. "Proposal on the Transaction Constituting a Major Asset Restructuring and Related
Party Transaction"
According to the "Restructuring Administrative Measures", based on the 2023 audit reports of
Hirisun and Hangzhou Turbine and the amount of this transaction, the Transaction as a whole
constitutes a major asset restructuring. The specific calculation is as follows:
In RMB 10,000
Total amount of
Item Operating income Net assets
assets
Absorbed merger party (Hangzhou
Turbine)
The amount of the transaction 1,123,309.17
Merger (Hirisun ) 69,399.92 21,303.49 48,930.79
The merged party/The merger party 2,295.06% 2,780.88% 1,614.38%
Transaction Amount/The merger
party
The criteria for major asset
restructuring stipulated in the 50% and>50 million 50% and>50 million
Restructuring Administrative yuan yuan
Measures
Whether it meets the criteria for
Yes Yes Yes
major asset restructuring
Note: The equity in the table refer to owners' equity attributable to parent company in the audited
consolidated statements of the most recent fiscal year.
In the Transaction, the controlling shareholder of Hirisun is Hangzhou Capital, and the actual
controller is the State-owned Assets Supervision and Administration Commission of Hangzhou
Municipal People's Government (hereinafter referred to as "Hangzhou SASAC"); The controlling
shareholder of Hangzhou Turbine is Hangzhou Turbine Holdings Co., Ltd. (hereinafter referred to as
"Hangzhou Turbine Holdings"), the indirect controlling shareholder is Hangzhou Capital, and the
actual controller is Hangzhou SASAC. According to the provisions of the Shenzhen Stock Exchange
Stock Listing Rules on related parties and related party transactions, the Transaction constitutes a
related transaction between the Company and Hirisun .
Based on the above, the Transaction as a whole constitutes a major asset restructuring and also
constitutes a related transaction between the Company and Hirisun .
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
VI. "Proposal on the Transaction Expected to Be Constituted the Situation of Restructuring
Listing of Article 13 of the Measures for the Administration of Major Asset Restructuring of
Listed Companies"
Before the Transaction, the controlling shareholder of Hangzhou Turbine is Hangzhou Turbine
Holdings, and there has been no change of control in the past 36 months. After the completion of the
Transaction, Hangzhou Turbine shall terminate its listing and cancel its legal personality.
Within 36 months prior to the Transaction, the controlling shareholder of Hirisun from Hangzhou
Financial Investment Group Co., Ltd. (hereinafter referred to as "Hangzhou Financial Investment")
to Hangzhou Capital. In February 2024, Hangzhou Financial Investment transferred all 99,830,000
shares (accounting for 29.80% of the total share capital of Hirisun ) held by it to Hangzhou Capital by
free of charge. Up to now, Hangzhou Financial Investment no longer holds shares of Hirisun , and
Hangzhou Capital holds 99,830,000 shares of Hirisun , accounting for 29.80% of the total share
capital of Hirisun . The controlling shareholder of Hirisun was changed from Hangzhou Financial
Investment to Hangzhou Capital.
Based on the 2023 audit reports of Hirisun and Hangzhou Turbine, the relevant financial data of
Hangzhou Turbine accounted for more than 100% of the corresponding financial data of Hirisun ,
which met the restructuring listing standards stipulated in Article 13 of the "Restructuring
Management Measures". Therefore, the Transaction is expected to constitute a restructuring listing.
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
VII. Proposal on the Transaction Complying with Article 4 of the Regulatory Guidelines for
Listed Companies No. 9 - Regulatory Requirements for Listed Companies for the Planning
and Implementation of Major Asset Restructuring
The board of directors of the Company conducted a prudent self-examination and demonstration on
whether the Transaction complies with the provisions of Article 4 of the Regulatory Guidelines for
Listed Companies No. 9 - Regulatory Requirements for the Planning and Implementation of Major
Asset Restructuring by Listed Companies, and considered that the transaction meets the relevant
provisions of Article 4 of the Regulatory Guidelines for Listed Companies No. 9 - Regulatory
Requirements for Listed Companies to for the Planning and Implementation of Major Asset
Restructuring.
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
VIII. The proposal on the Transaction conforming to the provisions of Article 11 of the
Measures for the Administration of Major Asset Restructuring of Listed Companies
The board of directors of the Company conducted a prudent self-examination and demonstration on
whether the transaction conforming to the relevant provisions of Article 11 of the "Restructuring
Management Measures", and considered that the Transaction is conforming to the provisions of
Article 11 of the "Restructuring Management Measures".
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
IX. "Proposal on the purchase and sale of assets by the listed company in the 12 months prior
to the Transaction"
The board of directors of the Company considered that in the 12 months prior to the Transaction, the
Company has not purchased or sold major assets as stipulated in the "Restructuring Management
Measures", there is no asset purchase or sale related to the Transaction, and there is no situation that
needs to be included in the cumulative calculation scope.
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
X. Proposal on the completeness and compliance of the legal procedures for the performance
of the Transaction and the validity of the legal documents submitted
The board of directors of the Company considered that the Transaction has fulfilled the necessary
legal procedures up to the current stage, which complies with the provisions of relevant laws,
regulations, normative documents and the Articles of Association, and the legal documents submitted
to the Shenzhen Stock Exchange and other regulatory authorities on the Transaction are legal and
valid.
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
XI. "Proposal on the non-existence situation to the Article 12 of Regulatory Guidelines for
Listed Companies No. 7-Supervision of Abnormal Stock Transactions Related to the Major
Asset Restructuring of Listed Companies"
The relevant parties involved in this transaction do not have the situation stipulated in Article 12 of
the "Regulatory Guidelines for Listed Companies No. 7- Supervision of Abnormal Trading of Stocks
Related to Major Asset Restructuring of Listed Companies", which prohibits them from participating
in any major asset restructuring of listed companies, namely the merging parties and their controlling
shareholders and actual controllers; the directors, supervisors, and senior management personnel of
both merging parties, as well as the directors, supervisors, and senior management personnel of the
controlling shareholders and actual controllers of both merging parties; and the intermediary agency
and its handling personnel providing services for the Transaction have no such situation; There are
no other entities involved in the Transaction that have been investigated or prosecuted for insider
trading related to the Transaction. There have been no administrative penalties imposed by the China
Securities Regulatory Commission or criminal responsibilities pursued by judicial authorities for
insider trading related to major asset restructuring in the past 36 months.
In summary, there is no situation where the relevant parties of the Transaction are not allowed to
participate in any major asset restructuring of listed companies in accordance with Article 12 of the
"Regulatory Guidelines for Listed Companies No. 7- Supervision of Abnormal Trading of Stocks
Related to Major Asset Restructuring of Listed Companies".
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
XII. Proposal on the fluctuation of the Company's stock price within the 20 trading days prior
to the first announcement date of the Transaction
During the 20 trading days prior to the first announcement of the Transaction, after excluding the
impact of the overall market factor (Shenzhen Composite Index, 399106. SZ), the cumulative
decline in Hangzhou Turbine's stock price was 14.89%, not exceeding 20%; After excluding industry
sector factor (Wande Electrical Equipment Industry Index, 882210. WI), the cumulative decline in
Hangzhou Turbine's stock price was 14.36%, not exceeding 20%.
Hangzhou Turbine has established a strict insider information management system. During the initial
negotiation process of the Transaction, Hangzhou Turbine immediately took necessary and sufficient
confidentiality measures to minimize the scope of insiders and reduce the dissemination of insider
information. The relevant transaction negotiation process promptly prepared and signed a
memorandum of transaction progress.
In summary, the board of directors of the Company considered that there were no abnormal
fluctuations in the Company's stock price during the 20 trading days prior to the initial suspension of
share trading.
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
XIII. Proposal on the Confidentiality Measures and Confidentiality System Adopted for the
Transaction
The board of directors of the Company considered that the Company has taken necessary and
sufficient confidentiality measures in accordance with the provisions of relevant laws, regulations
and normative documents in the Transaction, formulated a strict and effective confidentiality system,
limited the scope of knowledge of relevant sensitive information, and strictly fulfilled the
confidentiality obligation of the Transaction information before disclosure in accordance with the
law.
Voting result: 3 supervisors voted in favor by field, 0 objection, 0 abstention ,the Report was passed.
Documents for reference:
The Supervisory Board of Hangzhou Turbine Power Group Co., Ltd.
November 11,2024
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