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杭汽轮B:关于杭州海联讯科技股份有限公司换股吸收合并本公司现金选择权派发及实施的提示性公告(英文)

深圳证券交易所 11-04 00:00 查看全文

Stock Code: 200771 Stock ID: Hangqilun B Announcement No.:2025-120

Hangzhou Turbine Power Group Co. Ltd.Prompting Announcement on the Distribution and Implementation of

Cash Option in Relation to the Share Swap Merger of The Company by Hangzhou Hirisun

Technology Incorporated.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.Special Reminder: As the current trading price of the Company's shares is higher than the cash option

exercise price exercising the cash option may result in losses for investors. Investors are advised to

exercise caution in their decision-making.Important Notes:

1. This share swap merger plan has been considered and approved by Hangzhou Steam Turbine Co. Ltd.

(hereinafter referred to as HTC) at its Second temporary General Meeting of Shareholders in 2025 convened

on June 6 2025 and received the approval for registration (CSRC Approval [2025] No. 2141) from the China

Securities Regulatory Commission in September 2025.

2. To fully protect the interests of all shareholders of HTC this share swap merger will provide a cash option to

the dissenting shareholders of HTC with Hangzhou Capital acting as the provider of the cash option for this

transaction. All dissenting shareholders of HTC registered with CSDC Shenzhen Branch as of the cash option

record date may exercise such option for all or part of their shareholdings in HTC during the specified cash

option exercise period in accordance with the provisions of this announcement. If the dissenting shareholdersfail to submit or submit an invalid exercise request during the cash option exercise period their shareholdings

in HTC will be mandatorily converted into Hirisun shares.

3. The Company's stock (stock code: 200771) will be suspended from trading starting November 5 2025.

Afterwards HTC stock will enter the stages of cash option distribution exercise declaration and exercise

settlement and will no longer be traded.Upon completion of the cash option implementation the Company

will apply to the Shenzhen Stock Exchange for the termination of its listing. The shares held by the Company's

shareholders will be converted into Hirisun shares upon implementation of the share swap and will be listed

and traded on the Shenzhen Stock Exchange. November 4 2025 will be the last trading day for the

Company's shares. Investors are kindly requested to take note.

4. Investors holding the underlying shares through margin trading credit securities accounts who need to

exercise the cash option shall transfer such shares from their credit securities accounts to their corresponding

ordinary securities accounts no later than the cash option record date (the cash option will be distributed only

after such transfer). On the cash option distribution date the cash option corresponding to these shares will be

credited to the investor's ordinary securities account. Investors may only exercise the cash option through their

ordinary securities accounts during the exercise period.

5. Investors who have engaged in agreed repurchase-style securities transactions and need to exercise the cash

option shall complete the early repurchase procedures no later than the trading day preceding the cash option

record date.

6. Investors participating in share pledge-style repurchase transactions who need to exercise the cash option

shall complete the early repurchase procedures no later than the cash option record date.

7. Following the distribution of the cash option the exercise period will commence. Eligible dissenting

shareholders who have received the cash option may exercise it for all or part of their shares of the Company at

a price of HKD 7.54 per share (According to the adjustment due to the implementation of HTC's 2024 annual

profit distribution plan the cash option price is adjusted to RMB 6.90 per share which is based on the trading

day before the suspension of trading as the "Announcement on Planning Major Asset Restructuring Matter and

Share Trading Suspension of Hangzhou Turbine Power Group Co. Ltd.") published by HTC. and according to

the central parity rate for RMB to HKD (1 HKD = 0.91496 RMB)published by the People's Bank of China onthe trading day before HTC's suspension October 25 2024 it converts to HKD 7.54 per share) during the

exercise hours (9:30-11:30 AM and 1:00-3:00 PM on the exercise date(s) to be announced separately)

transferring their shares of the Company to the cash option provider Hangzhou Capital. Including:

(1) Registered dissenting shareholders holding the following shares are not entitled to exercise the cash option

for their shares: * Shares of the Company with restricted rights such as those subject to pledges other third-

party rights judicial freeze or other transfer restrictions under laws and regulations; * Shares for which the

legitimate holder has provided a written waiver of the dissenting shareholder's cash option to the Company; *

Other shares that are not eligible for cash option exercise under applicable laws. The aforementioned shares

ineligible for the cash option will be converted into shares issued by Hirisun on the share swap date according

to the share swap ratio.

(2) Relevant taxes and fees arising from the exercise of the cash option shall be borne by the dissenting

shareholders exercising the cash option the cash option provider and other relevant parties in accordance with

the provisions of relevant laws regulations regulatory authorities and securities registration and settlement

institutions. If there are no clear provisions in laws regulations by regulatory authorities or securities

registration and settlement institutions the parties shall resolve the matter through consultation with reference

to market practices.

8. According to the Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 -

Business Handling (2025 Revision) if the premium ratio between the reference price of the underlying shares

and the agreed cash option price reaches or exceeds 50% the listed company may apply to provide the cash

option exercise service to shareholders through a manual process. Premium Ratio = (Reference Price of

Underlying Shares - Agreed Cash Option Price) / Agreed Cash Option Price × 100%. HTC's reference share

price takes the closing price of HKD 13.09 per share on the trading day prior to the initial disclosure of the

prompting announcement for exercising the cash option representing a premium of 73.61% over the cash

option exercise price.The Company will implement the cash option through a manual exercise method. The exercise and settlement

of the cash option will be completed manually. For specific operational details regarding manual exercise

please refer to "IV. Method for Exercising the Cash Option" -> "(1) Exercise Confirmation" below.9. As the current trading price of the Company's shares is higher than the cash option exercise price exercising

the cash option may result in losses for investors. Investors are advised to exercise caution in their decision-

making.

10. This announcement is for informational purposes only regarding the specific arrangements for the

distribution of the cash option to the Company's shareholders and related matters concerning its exercise. It

does not constitute advice regarding the exercise of the cash option. Investors are reminded to pay attention to

investment risks.For detailed information regarding this share swap merger plan please read the full text of the Report on the

Share Swap Merger of Hangzhou Turbine Power Group Co. Ltd. by Hangzhou Hirisun Technology

Incorporated and Its Related-Party Transaction (Draft) (Registration Version) and the Announcement on the

adjustment of the share exchange price for the absorption merger after the implementation of the 2024 annual

equity distribution published by the Company on September 12 2025 and June 14 2025 on the websites of

the Shenzhen Stock Exchange (www.szse.cn) and CNINF (www.cninfo.com.cn) as well as relevant

documents and promptly follow subsequent relevant announcements issued by the Company.I. Definitions

In this announcement unless otherwise specified the following terms shall have the meanings set forth below:

HTC / The Company Refers to Hangzhou Turbine Power Group Co. Ltd.Hirisun Refers to Hangzhou Hirisun Technology Incorporated

Hangzhou Capital Refers to Hangzhou State-owned Capital Investment and Operation Co. Ltd.This Share Swap Merger /

This Merger / This Refers to The transaction whereby Hirisun issues A-shares for share swap merger of HTC

Transaction aimed at all HTC shareholders

Share Swap Refers to In this share swap merger the act whereby shareholders swap their HTC shares forA-shares issued by Hirisun specifically for this share swap merger

A shareholder of HTC who voted effectively against the relevant proposal(s)

concerning the merger plan and the relevant proposal(s) concerning the execution

of the merger agreement at the general meeting of shareholders convened by HTC

Dissenting Shareholder Refers to to vote on this share swap merger and who continuously held the shares

representing such dissent rights until the implementation date of the cash option

for HTC's dissenting shareholders and who completed the relevant application

procedures within the specified timeframe

The right granted to dissenting shareholders of HTC in this share swap merger.Cash Option Refers to Dissenting shareholders of HTC who apply to exercise this right may during thecash option exercise period require the cash option provider to purchase all or part

of their HTC shares for cashCash Option Provider Refers to Hangzhou Capital – In this transaction Hangzhou Capital will provide cash optionto the dissenting shareholders of HTC

Cash Option Exercise Period Refers to The period during which dissenting shareholders of HTC may request to exercisethe relevant cash option

Cash Option The date on which the cash option provider acquires some or all of the HTC shares

Implementation Date Refers to tendered by dissenting shareholders exercising the cash option and pays the cashconsideration to those shareholders

CSRC Refers to China Securities Regulatory Commission

SZSE Refers to Shenzhen Stock Exchange

CSDC Shenzhen Branch Refers to China Securities Depository and Clearing Corporation Limited Shenzhen Branch

Cash Option Record Date Refers to November 4 2025

II. Shareholders Entitled to Exercise the Cash Option

HTC intends to distribute the cash option to dissenting shareholders after the cash option record date. All

dissenting shareholders of HTC registered with CSDC Shenzhen Branch during the cash option exercise period

may exercise such option for all or part of their shareholdings in HTC during the specified exercise period in

accordance with the provisions of this announcement.Registered dissenting shareholders of HTC must meet all the following conditions simultaneously to

exercise the cash option: 1. Voted effectively against the relevant proposal(s) concerning the Merger Plan and

all sub-proposals voted on item-by-item and the relevant proposal(s) concerning the execution of the Merger

Agreement at the General Meeting of Shareholders for this share swap merger; 2. Continuously held the

shares representing such dissent rights from the record date of HTC's General Meeting of Shareholders

approving this share swap merger until the cash option implementation date remaining as effectively

registered shareholders of HTC; 3. Successfully completed the relevant application procedures during the cash

option exercise period. A valid application must be made during the cash option exercise date for a number of

shares not exceeding the shareholding amount as of the record date of HTC's General Meeting of Shareholders

for approving this share swap merger. Shareholders meeting the above conditions are only entitled to exercise

the cash option for the shares against which they cast a valid dissenting vote. The number of shares for which a

dissenting shareholder is entitled to the cash option shall be determined based on the distribution andregistration results from CSDC Shenzhen Branch. The rules for securities accounts margined for securities

trading of securities companies are consistent with those for ordinary securities accounts.Registered HTC dissenting shareholders holding the following shares are not entitled to exercise the cash

option for their shares: 1. HTC shares with restricted rights such as those subject to pledges other third-party

rights judicial freeze or other transfer restrictions under laws and regulations; 2. Shares for which the

legitimate holder has provided a written waiver of HTC dissenting shareholder's cash option to HTC; 3. Other

shares that are not eligible for cash option exercise under applicable laws. The aforementioned shares

ineligible for the cash option will be converted into shares issued by Hirisun on the share swap implementation

date according to the share swap ratio.Investors holding the underlying shares through margin trading credit securities accounts who need to

exercise the cash option shall transfer such shares from their credit securities accounts to their corresponding

ordinary securities accounts no later than the cash option record date (the cash option will be distributed only

after such transfer). On the cash option distribution date the cash option corresponding to these shares will be

credited to the investor's ordinary securities account. Investors may only exercise the cash option through their

ordinary securities accounts during the exercise period.Investors who have engaged in agreed repurchase-style securities transactions and need to exercise the

cash option shall complete the early repurchase procedures no later than the trading day preceding the cash

option record date.Investors participating in share pledge-style repurchase transactions who need to exercise the cash option

shall complete the early repurchase procedures no later than the cash option record date.Following the distribution of the cash option the exercise period will commence. According to the terms

of this share swap merger dissenting shareholders of HTC who complete the valid application procedures

during the exercise hours (9:30-11:30 AM and 1:00-3:00 PM) on the exercise date(s) may exercise the cash

option in accordance with the Company's provisions.For HTC shares for which the cash option is successfully exercised Hangzhou Capital will pay cash

consideration to the shareholders exercising the option and will acquire the corresponding shares.III. Basic Terms of the Cash Option(1) Code and Abbreviation of the Cash Option

Code: 238006

Abbreviation:杭汽 HQP1

(2) Underlying Security of the Cash Option

Underlying Security Code: 200771

Underlying Security Abbreviation: HangqilunB

(3) Distribution Method of the Cash Option

1. The cash option will be distributed based on the securities account used by the dissenting shareholder

when voting.

2. If a dissenting shareholder's securities account is custodied at two or more trading units (securities firm

branches) and holds shares of the Company as of the cash option record date the cash option will be

distributed sequentially based on the descending order of the number of shares held at each trading unit as of

the cash option record date until the actual number distributed equals the number of cash options the

shareholder is entitled to.

(4) Distribution Ratio and Quantity of the Cash Option

HTC shareholders are entitled to one (1) cash option for each (1) share held that is eligible for the cash

option. According to the voting results of HTC's 2025 second extraordinary shareholders’ general meeting

convened to vote on this transaction the maximum number of cash options to be distributed will not exceed

37033996 and the final distribution number will be subject to the verified number after the record date of the

cash option exercise.

(5) Listing Arrangements for the Cash Option

Will not be listed for trading.

(6) Exercise Ratio of the Cash Option

The exercise ratio is 1:1 meaning the holder of one (1) cash option is entitled to sell one (1) share of the

Company to the cash option provider.

(7) Exercise Price of the Cash OptionThe exercise price for the HTC cash option is HKD 7.54 per share. (According to the adjustment due to

the implementation of HTC's 2024 annual profit distribution plan the cash option price is adjusted to RMB

6.90 per share which is based on the trading day before the suspension of trading as the "Announcement on

Planning Major Asset Restructuring Matter and Share Trading Suspension of Hangzhou Turbine Power Group

Co. Ltd.") published by HTC. and according to the central parity rate for RMB to HKD (1 HKD = 0.91496

RMB published by the People's Bank of China on the trading day before HTC's suspension October 25 2024)

it converts to HKD 7.54 per share)

(8) Exercise Method for the Cash Option

Amanual exercise method will be used.

(9) Exercise Period for the Cash Option

During the exercise hours (9:30-11:30 AM and 1:00-3:00 PM) on the exercise date(s). The exercise date

consists of five trading days; the specific date(s) will be announced separately.

(10) Disposal of Unexercised Rights after Expiry

Any cash option not exercised upon the conclusion of the cash option exercise period will be void.IV. Method for Exercising the Cash Option

(1) Exercise Confirmation

1. During the manual exercise period for the cash option shareholders intending to exercise the cash

option shall complete and sign the Investor Manual Exercise Confirmation Form (the format will be

announced separately).

2. Shareholders intending to exercise the cash option shall submit the aforementioned Confirmation Form

along with the following supporting documents: (1) For overseas corporate shareholders: Including notarized

valid business registration documents copy of stock account card certificate of responsible person and copy of

the responsible person's valid identification document (all affixed with the company seal). If the responsible

person authorizes another person to handle the matter a Power of Attorney (signed or stamped by the

institution's responsible person and affixed with the institution's seal) and a copy of the authorized

representative's valid identification document must also be provided; (2) For domestic individual shareholders:

Including copy of ID card copy of securities account; (3) For overseas individual shareholders: Copy of valididentification document copy of stock account card. If another person is authorized to handle the matter a

Power of Attorney and a copy of the authorized representative's valid identification document must also be

provided. The aforementioned shareholders must also submit proof of shareholding as of after the market close

on November 4 2025. The cash option exercise application materials must be submitted to the Board of

Directors of the Company via email or postal mail within the designated exercise period. The time of receipt

for submissions via email or postal mail must fall within the valid exercise period. Submissions with

incomplete documentation or incorrect information will be deemed invalid.Application materials submitted by overseas investors shall be in Chinese. If both Chinese and foreign

language texts are provided the Chinese text shall prevail.

(2) Pre-Exercise Confirmations

1. Eligible shareholders may choose to exercise the cash option in full or in part.

2. Prior to submitting the cash option exercise application entitled shareholders shall confirm that the

number of options they intend to exercise does not exceed the number of cash option rights held in their

securities account and that there are a sufficient number of the Company's shares in the securities account. If

the holder of frozen or pledged shares intends to exercise the cash option the freeze or pledge shall be lifted

prior to application. If an entitled shareholder applies to exercise a number of cash options greater than the

number of actually held unfrozen and unpledged shares in their securities account during the exercise period

the valid exercise quantity shall be the number of actually held unfrozen and unpledged shares; If the number

applied for is less than or equal to the number of actually held unfrozen and unpledged shares the valid

exercise quantity shall be the number of cash options applied for.

3. Except for compulsory judicial transfer shares for which the cash option has been exercised cannot be

transferred further or used to establish pledges or other third-party rights. If such shares are subject to a

compulsory judicial transfer the exercised cash option for these shares becomes invalid from the time of the

judicial transfer.

4. Investors holding the underlying shares through margin trading credit securities accounts who need to

exercise the cash option shall transfer such shares from their credit securities accounts to their corresponding

ordinary securities accounts no later than the cash option record date (the cash option will be distributed onlyafter such transfer). On the cash option distribution date the cash option corresponding to these shares will be

credited to the investor's ordinary securities account. Investors may only exercise the cash option through their

ordinary securities accounts during the exercise period.

5. Investors who have engaged in agreed repurchase-style securities transactions and need to exercise the

cash option shall complete the early repurchase procedures no later than the trading day preceding the cash

option record date.

6. Investors participating in share pledge-style repurchase transactions who need to exercise the cash

option shall complete the early repurchase procedures no later than the cash option record date.

7. The cash option will be distributed based on the securities account used by the applicant for voting. If a

cash option applicant conducts actions such as transfer of custody between the cash option record date and the

end of the cash option exercise period (specific dates to be announced separately) which may lead to a change

in the custodian trading unit (securities firm branch) for the dissenting shareholder's securities account it may

prevent the dissenting shareholder from exercising the option. Therefore dissenting shareholders are

specifically advised to avoid such actions during this period.

(3) Stock Trading During Exercise Period

Trading of the Company's shares will be suspended during the cash option exercise period.

(4) Specific Settlement Process Upon Exercise

Upon successful exercise the corresponding number of cash option rights and shares of the Company will

be deducted from the entitled shareholder's securities account. Within three business days after the shares

related to the validly exercised cash options are transferred and registered under the name of the cash option

provider the cash option provider will pay cash HKD7.54 per share to the account designated by the relevant

entitled shareholder while withholding applicable taxes and fees arising from the share transfer.

(5) Any cash options not exercised in an entitled shareholder's securities account after the expiration of

the exercise period will be void.

(6) Fees

Entitled shareholders shall bear any costs incurred in submitting or withdrawing a manual exercise

application for the cash option. Relevant taxes and fees arising from the exercise of the cash option shall beborne by the dissenting shareholders exercising the cash option the cash option provider and other relevant

parties in accordance with the provisions of relevant laws regulations regulatory authorities and securities

registration and settlement institutions. If there are no clear provisions in laws regulations by regulatory

authorities or securities registration and settlement institutions the parties shall resolve the matter through

consultation with reference to market practices.V. Third-Party Providing the Cash Option and Its Fulfillment Capability

The cash option provider for HTC shares in this transaction is Hangzhou Capital. Hangzhou Capital is the

first municipal-level state-owned capital investment and operating platform in Hangzhou wholly funded by

the state with a registered capital of RMB 10 billion. Hangzhou Capital maintains a sound credit status

possesses strong financing capability and has the capacity to fulfill its obligations.VI. Cash Option Distribution and Implementation Schedule

Date Matter

October 28 2025 Publication of the indicative announcement regarding the distribution andimplementation of the cash option by HTC

November 4 2025 Record date for the cash option of HTC shares (final trading day for B-shares)

November 5 2025 Trading halt for HTC shares commences on this date continuing until the termination oflisting

T Day is the first day of the cash option exercise period (specific date to be announced

T to T+4 Trading Days separately). The Company will publish an indicative announcement on each trading day.The deadline for exercise applications is 3:00 PM on the T+4 Trading Day

T+5 Trading Day Announce cash option exercise results and maintain trading suspension

VII. Explanation Regarding the Rights of Entitled Shareholders

Although this share swap merger provides entitled shareholders with a cash option it does not obligate

them to accept the exercise price in this announcement and tender their shares accordingly. Entitled

shareholders may choose to either sell the corresponding shares to Hangzhou Capital at the price stated in this

announcement or convert their shares into Hirisun shares for listing and trading on the SZSE. Investors may

also choose to sell their shares on the secondary market before the trading halt for HTC shares takes effect.VIII. Contact Person and Information

Contact Person: Li Xiaoyang Wang Caihua

Office Address: No.1188 Dongxin Road Gongshu District Hangzhou

Postal code: 310022Tel:(0571)85780438 (0571)85784795

Fax:(0571)85780433

This announcement is hereby made.The Board of Directors of Hangzhou Turbine Power Group Co. Ltd.November 42025

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