Stock Code: 300277 Stock ID: Hirisun Announcement No.:2026-006
Hangzhou Hirisun Technology Incorporated
Announcement on the Result of Share Exchange for Absorption Merger of
Hangzhou Turbine Power Group Co., Ltd., Change in Shares, and Listing of
New Shares
by the Company
The members of the Board and the Company acknowledge being responsible for the truthfulness,
accuracy, and completeness of the announcement. There are no false records, misleading
statements, or significant omissions in this announcement.
Important Content Note:
offline, with a total of 1,174,904,765 new shares listed, all of which are tradable shares. The share
listing and trading date is February 11, 2026. Based on the exchange price of 9.35 yuan per share
in this transaction by Hirisun and HTC, the market value added from the share subscription is
According to the "Capital Verification Report" (No. 44 [2026] Pan-China Verification) issued by
Pan-China Certified Public Accountants (LLP) on January 28, 2026, as of January 27, 2026,
Hirisun's registered capital is changed to RMB 1,516,604,765.00, and the cumulative paid-in
capital is RMB 1,516,604,765.00.
Pan-China Certified Public Accountants (LLP), the basic earnings per share before the transaction
are 0.0282 yuan per share, and the basic earnings per share after the transaction (pro forma) are
Shenzhen Branch of China Securities Depository and Clearing Corporation Limited on February 5,
be officially included in the Company's shareholder register once the registration is completed.
The pre-registration of the shares for this issuance was completed on February 5, 2026.
them, according to the relevant regulations such as the "Measures for the Administration of Major
Asset Restructuring of Listed Companies" (revised in May 2025), Hangzhou State-owned Capital
Investment and Operation Co., Ltd. (hereinafter referred to as "Hangzhou Capital"), Hangzhou
Turbine Holdings Co., Ltd. (hereinafter referred to as "Turbine Holdings"), Zhejiang Industrial
Investment Group Co., Ltd., and Zhejiang Development Asset Management Co., Ltd., the Hirisun
A-shares they held before this transaction and the Hirisun A-shares acquired through share
exchange in this transaction shall not be transferred within 36 months from the date when the
newly issued shares of Hirisun are issued on the Shenzhen Stock Exchange.
will be displayed in the stock accounts of the original B-share shareholders of HTC, and the
corresponding stock value will be reflected in the total value of the investors' accounts. This is a
special reminder for the original B-share shareholders of HTC to actively communicate with their
brokerage firms to handle RMB third-party custody and other transaction settlement procedures,
to check whether the shareholder’s securities account, fund account, and the reported Shenzhen
custody unit have been linked, and to ensure that the shareholder's transaction and settlement
procedures are complete so that they can sell Hirisun shares in a timely manner afterwards (except
for shares subject to special trading restrictions under laws, regulations, or regulatory
requirements). Before the listing of the newly added Hirisun A shares, the original B-share
shareholders of HTCshall not cancel accounts, modify account information, or conduct other
related operations to avoid affecting the subsequent registration and trading of Hirisun shares.
I.Approval of this merger and the changes in the Company's shareholding after completion
Hangzhou Hirisun Technology Incorporated. (hereinafter referred to as "Hirisun," "the surviving
company,"the “Company" or "the Company") will absorb and merge Hangzhou Turbine Power
Group Co., Ltd. (hereinafter referred to as "HTC") by issuing A-shares to all the shareholders of
HTC in a share exchange (hereinafter referred to as "this transaction" or "this merger"). Hirisun is
the absorbing party, and HTC is the absorbed party. This transaction has obtained the registration
approval from the China Securities Regulatory Commission: "Approval of Registration for
Hangzhou Hirisun Technology Incorporated. to Absorb and Merge Hangzhou Turbine Power
Group Co., Ltd." (No. 2141 [2025]CSRC Permit).
According to the "Confirmation of Acceptance of Share Registration Application" issued by the
Shenzhen Branch of China Securities Depository and Clearing Corporation Limited on February 5,
shares will be officially entered into the Company's register of shareholders once the registration is
completed. The completion date for this share pre-registration is February 5, 2026
The share exchange involved in this transaction has been completed, and the Company's total
share capital has increased from 341,700,000 shares to 1,516,604,765 shares. The change in the
Company's shares resulting from this share exchange is as follows:
Category Number of Number of New After the change
shares before Shares(shares) Number of Proportion
change(shares) shares(shares)
Unrestricted circulating 341,700,000 425,677,949 767,377,949 50.60%
shares
Restricted circulating shares 0- 749,226,816 749,226,816 49.40%
Total 341,700,000 1,174,904,765 1,516,604,765 100.00%
Among them, according to the "Administrative Measures for Major Asset Restructuring of
Listed Companies" (revised in May 2025) and other relevant regulations, the A-shares of Hirisun
held by Hangzhou Capital, Turbine Holdings, Zhejiang Industrial Investment Group Co., Ltd. and
Zhejiang Development Asset Management Co., Ltd. before this transaction and the A-shares of
Hirisun obtained through the share exchange shall not be transferred within 36 months from the
date of the end of the issuance of the new shares issued by Hirisun on the Shenzhen Stock
Exchange.
II. Listing and Circulation Date of Newly Issued Shares
The listing and circulation date of the newly issued shares involved in this transaction is February
III. The status of asset transfer, share registration, capital verification, and opinions of relevant
intermediary agencies involved in this share exchange merger
From the date of delivery, all assets of HTC(including but not limited to all properties, trademarks,
patents, franchises, and under-construction projects) and the related rights, interests, liabilities, and
obligations shall be owned and assumed by Hirisun. HTC agrees to assist Hirisun in completing
the formal transfer procedures for all statutory properties (referring to assets for which the law
prescribes special procedures for the creation or transfer of property rights or related rights,
including but not limited to land, real estate, vehicles, vessels, trademarks, patents, etc.) from HTC
to Hirisun. Failure to complete the formal transfer procedures due to reasons such as registration
formalities shall not affect Hirisun's rights and obligations over the aforementioned assets.
After this merger is completed, the equity in subsidiaries currently held by HTC will belong
to the surviving company and will be re-registered as subsidiaries of the surviving company.
Branches of HTC (if any) will belong to the surviving company and will be re-registered as
branches of the surviving company.
As of the date of this announcement, Hirisun and HTC, along with other relevant parties, are in the
process of handling the registration procedures for the transfer of relevant assets.
The record date for the implementation of the share exchange in this transaction is December 19,
will be converted into Hirisun shares at a 1:1 ratio, meaning 1 HTC share will be converted into 1
Hirisun share.
Hirisun has issued 1,174,904,765 new shares due to this share exchange merger. Regarding
the registration procedures for the new Hirisun shares involved in this share exchange merger,
according to the "Confirmation of Acceptance of Share Registration Application" issued by the
Shenzhen Branch of China Securities Depository and Clearing Corporation Limited on February 5,
relevant shares are registered, they will be officially included in the Company's shareholder
register.
According to the 'Capital Verification Report' (No. 44[2026]Pan-China Verification) issued by
Pan-ChinaCertified Public Accountants (LLP) on January 28, 2026, as of January 27, 2026, the
registered capital of Hirisun after the change is RMB 1,516,604,765.00, and the total paid-in
capital is RMB 1,516,604,765.00.
As of the date of this announcement, Hirisun still needs to handle the procedures for changes
or record filings with the industrial and commercial registration authority regarding registered
capital, articles of association of the Company, and other matters.
exchange absorption merger
(1) Independent Financial Advisor's Opinion
Upon verification, the independent financial advisor of Hirisun, CITIC Securities Co., Ltd.,
reckons:
“1. This transaction has obtained the necessary approvals at the current stage and is ready for
implementation.
businesses, personnel, contracts, and all other rights and obligations of HTC; for assets requiring
ownership transfer registration, as well as the transfer and handover of contracts, personnel, and
information, Hirisun, HTC, and other relevant parties will complete the necessary procedures.
appraisal rights and cash option rights involved in this transaction have been fully implemented.
registration procedures for the newly issued shares in this transaction.
between the actual circumstances during the implementation of this transaction and the previously
disclosed information.
Commission to the date of issuing this verification opinion, there has been no change in the
directors or senior management of Hirisun due to this transaction.
Commission to the date of issuing this verification opinion, Hirisun has not experienced any
non-operational appropriation of funds or assets by the actual controller or other related parties,
nor has it provided guarantees in violation for the actual controller and their related parties.
performed or are performing the relevant agreements and commitments in accordance with the
requirements disclosed in the restructuring report, and no circumstances of breach of the
agreements or commitments have occurred.”
(2) Legal Advisor's Opinion
Upon verification, the legal advisor of Hirisun, Grandall Law Firm (Hangzhou), reckons:
“1. As of the date of issuance of this Legal Opinion, the necessary authorization and approval
procedures for this transaction have been completed.
liabilities, personnel, and all other rights and responsibilities of HTC; Hirisun and HTC need to
handle the registration and related transfer procedures for changes in ownership of assets, claims
and liabilities, personnel, and other related matters.
rights and cash options involved in this transaction have been fully implemented.
procedures for the newly issued shares in this transaction.
actual circumstances of the implementation of this transaction and the previously disclosed
information.
Commission to the date of issuance of this Legal Opinion, there has been no change in the
directors or senior management of Hirisun due to this transaction.
Commission to the date of issuance of this Legal Opinion, Hirisun has not experienced any
non-operational appropriation of funds or assets by the actual controller or other related parties,
nor has it provided guarantees in violation for the actual controller and their related parties.
process of performing the relevant agreements and commitments in accordance with the
requirements disclosed in the restructuring report, and no circumstances of breach of the
agreements or commitments have occurred.
obligations in accordance with the relevant agreements they have signed and the commitments
they have made, there are no major legal obstacles to the implementation of the subsequent
matters of this transaction.
IV. The top ten shareholders of the Company before and after this transaction
As of September 30, 2025, the top ten shareholders of Hirisun held the following shares:
Number of newly
added restricted
Number of Shareholding
shares by share
No. Shareholder Name Shares Ratio
exchange
Held(shares)
(shares)
Hangzhou State-owned Capital
Ltd.
Number of newly
added restricted
Number of Shareholding
shares by share
No. Shareholder Name Shares Ratio
exchange
Held(shares)
(shares)
After the completion of the share issuance registration for this share exchange transaction, the
shareholding situation of the top ten shareholders of Hirisun is as follows:
Number of Number of
Shareholding
No. Shareholder Name Shares restricted
Ratio
Held(shares) shares(shares)
Hangzhou State-owned Capital Investment
and Operation Co., Ltd.
Zhejiang Provincial Investment Group Co.,
Ltd.
Zhejiang Provincial Development Asset
Management Co., Ltd.
China Merchants Securities (Hong Kong)
Co., Ltd.
GUOTAIJUNAN SECURITIES
（HONGKONG） LIMITED
Before this transaction, Hirisun's controlling shareholder was Hangzhou Capital, and the
actual controller was the State-owned Assets Supervision and Administration Commission of
Hangzhou. After the completion of this share exchange merger, Turbine Holdings holds 45.48% of
the surviving company's shares, making it the direct controlling shareholder of the surviving
company. Hangzhou Capital directly holds 6.71% of the surviving company's shares, and
throughTurbine Holdings, controls a total of 52.19% of the surviving company's shares, making it
the indirect controlling shareholder of the surviving company. The State-owned Assets
Supervision and Administration Commission of Hangzhou, in total, controls 52.19% of the
surviving company's shares, making it the actual controller of the surviving company.For the
Acquisition Report ofHangzhou Hirisun Technology Co., Ltd. issued by the acquirer Hangzhou
Capital and its concerted actors, please see the announcement disclosed on the same day on
cninfo.com.cn (http://www.cninfo.com.cn).
V. Changes in the proportion of shares with equity ownership
Before and after this transaction, the changes in the proportion of the Company's equity held by
shareholders holding more than 5% of the Company and their concerted actors are as follows:
In shares
Before this share After this share exchange
exchange merge merge
Shareholder Name
Number of Shareholdin Number of Shareholdin
Shares Held g Ratio Shares Held g Ratio
Hangzhou State-owned Capital Investment
and Operation Co., Ltd.
Hangzhou Turbine Holdings Co., Ltd. 0 0 689,715,889 45.48%
After the delisting of HTC B-shares on December 22, 2025, HTC B-share stock will no
longer be displayed in the shareholders’ stock accounts, and the corresponding stock value will not
be reflected in the total value of investors’ accounts. Until the B-shares are converted into Hirisun
A-shares and the procedures for listing the new A-shares are completed, HTC’s original
B-shareholders’ accounts will display Hirisun A-shares starting from the listing date of the new
shares (February 11, 2026), and the corresponding stock value will then be reflected in the total
value of investors’ accounts. Investors are advised to take note.
VI. Other Important Matters
offline, with a total of 1,174,904,765 new shares listed, all of which are tradable shares. The share
listing and trading date is February 11, 2026. Based on the exchange price of 9.35 yuan per share
in this transaction by Hirisun and HTC, the market value added from the share subscription is
shares.
Pan-China Certified Public Accountants (LLP), the basic earnings per share before the transaction
are 0.0282 yuan per share, and the basic earnings per share after the transaction (pro forma) are
Investors are advised to be aware of risks and invest prudently.
This announcement is hereby made.
The Board of Directors of Hangzhou Hirisun Technology Incorporated
February 6 ,2026
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