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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公司事宜的提示性公告(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.:2025-119

Hangzhou Turbine Power Group Co. Ltd.Prompting Announcement on the Share Exchange Absorption Merger of

Hangzhou Turbine Power Group Co. Ltd.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.Important Notice:

1. With the approval of the China Securities Regulatory Commission under Document

No.2141[2025] Hangzhou Hirisun Technology Incorporated. (hereinafter referred to as "Hirisun")

will proceed with the share exchange merger to absorb Hangzhou Turbine Power Group Co. Ltd.(hereinafter referred to as "HTC" or "the Company").

2. To fully protect the legitimate interests of the Company's shareholders the current share

exchange acquisition and merger will have Hangzhou State-owned Capital Investment and

Operation Co. Ltd. (hereinafter referred to as 'Hangzhou Capital') act as the provider of the

Company's shareholder cash option rights. The record date (last trading day) for the cash option

rights is November 4 2025. Once the cash option rights distribution is completed it will enter the

declaration procedure. For details please refer to the prompting announcement of the cash option

rights distribution and implementation published by the Company on November 4 2025. 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.

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 until after the share exchange is implemented

1and it is converted into Hirisun share for listing and trading on the Shenzhen Stock Exchange.

4. As the absorbing party of this merger and the executor of the share exchange Hirisun will

convert the HTC shares held by investors into Hirisun shares through a securities conversion

process. ‘Securities conversion' refers to converting the HTC shares held by investors into the

corresponding number of Hirisun shares according to the exchange ratio determined in the merger

and share exchange plan. After completing the securities conversion Hirisun will handle the

initial registration of the newly issued shares for listing with the Shenzhen branch of China

Securities Depository and Clearing Corporation Limited (hereinafter referred to as ‘China

Securities Depository Shenzhen Branch').

5. For shares of HTC that have already been pledged subjected to other third-party rights or

judicially frozen such shares will all be converted into the shares of Hirisun issued in this offering

after the securities conversion. The status of being pledged subject to other third-party rights or

judicially frozen on the HTC shares will continue to be effective on the corresponding Hirisun

shares acquired through the exchange.

6. Pursuant to the Notice on Issues Concerning the Differentiated Individual Income Tax Policy on

Dividends from Listed Companies (CS [2015] No. 101) jointly issued by the Ministry of Finance

the State Taxation Administration and the China Securities Regulatory Commission and other

relevant regulations: For individuals obtaining shares of listed companies on the public issuance

and transfer market if the holding period is within one month (inclusive) the dividend income

shall be included in the taxable income in full; if the holding period is more than one month but

not more than one year (inclusive) 50% of the dividend income shall be included in the taxable

income on a temporary basis; if the holding period exceeds one year the dividend income is

temporarily exempt from individual income tax. The above-mentioned income is subject to

individual income tax at a uniform rate of 20%. Notably shares of listed companies obtained by

individuals on the public issuance and transfer market include shares of the merged company

obtained by individuals through the conversion of their shares in the company being merged in a

merger.For former HTC shareholders who hold Hirisun shares as a result of the share swap the holding

period for the Hirisun shares shall be calculated from the date such shares are credited to their

2Shenzhen-market A-share accounts. The taxable income derived from future dividends distributed

by Hirisun will be subject to the aforementioned regulations.I. This Share Exchange Absorption Merger Plan

Hirisun will absorb HTC through a share exchange by issuing A-shares. Hirisun is the absorbing

party and HTC is the absorbed party. Specifically Hirisun will issue A-shares to all shareholders

of HTC in exchange for the HTC shares held by these shareholders.After the completion of this share exchange merger HTC will be delisted and its legal entity

will be canceled. Hirisun will succeed and assume all of HTC's assets liabilities businesses

personnel contracts and all other rights and obligations. The A-shares issued by Hirisun as part of

this share exchange merger will apply for listing and trading on the ChiNext Board of the

Shenzhen Stock Exchange.For detailed information regarding this share exchange absorption merger plan please read

the full text and related documents of the "Report on the Share Exchange Absorption Merger of

Hangzhou Turbine Power Group Co. Ltd.by Hangzhou Hirisun Technology Incorporated . namely

the Related Transaction (Draft) (Registration Version)" published by the Company on September

12 2025 on the Shenzhen Stock Exchange website (www.szse.cn) and the Cninfo website

(www.cninfo.com.cn) and pay timely attention to the relevant announcements issued by the

Company.II. Arrangement for the Implementation of Cash Option Rights

This share exchange absorption merger will have Hangzhou Capital act as the provider of

cash option rights for the Company's shareholders. The record date for the cash option rights is

November 4 2025. Once the distribution of cash option rights is completed the declaration

procedure will commence. For details please refer to the prompting announcement on the

distribution and implementation of cash option rights published by the Company on November 4

2025.

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.III. Share Exchange Implementation Arrangement

3After completing the transfer of shares exercised under the cash option and the settlement of

funds Hirisun and HTC will publish a share exchange implementation announcement to

determine the record date for the share exchange and carry out the share exchange. Hirisun will

issue A-shares to all HTC shareholders participating in the share exchange and use this as

consideration to absorb and merge HTC through the share exchange. The shares held by all HTC

shareholders at that time will be converted into Hirisun's A-shares according to the share exchange

ratio.The issuing objects of this merger are all shareholders of HTC registered after the close of the

trading day on the equity registration date for the implementation of the merger that is

shareholders of HTC who have not declared partially declared have no right to declare or have

invalid declaration to exercise the cash option right on the registration date of the share exchange

as well as the cash option provider (if it has actually paid cash consideration to shareholders who

exercise the cash option right and acquired HTC shares). The HTC shares held by the issuing

objects will all be converted into A-shares issued by Hirisun due to this merger in accordance with

the share exchange ratio.The share exchange ratio between HTC and Hirisun is 1:1 meaning that each share of HTC

can be exchanged for one share of Hirisun. After the exchange at the aforesaid ratio the number of

Hirisun shares obtained by HTC investors shall be an integer.IV. Expected timetable for the implementation of this share exchange merger

Date Matter

HTC discloses a prompting announcement on the share exchange merger and a

October 28 2025

prompting announcement on the distribution and implementation of the cash option

November 4 2025 The record date for HTC share cash option (the last trading day for B-shares)

November 5 2025 HTC’s share will be suspended from trading starting this day until it is delisted.T day is the first day for cash option declaration (the specific date will be announced

T day to T+4 trading day separately). The Company will disclose a reminder announcement on each trading

day and the declaration deadline is 3:00 PM on the fourth trading day after T.Announcement of Cash Option Declaration Results and Continued Suspension of

T+5 trading day

Trading

Day L-1 Record Date for Share Exchange (Date to be determined)

4Disclose the delisting termination announcement and complete the delisting

Day L

(announcement date to be determined)

The above is the estimated schedule and the specific time shall be subject to the relevant

announcements.Investors with any questions can contact the securities company's business department for HTC's

share custody or the following contacts:

Contact person: Li Xiaoyang Wang Caihua

Office address: No.1188 Dongxin Road Gongshu DistrictHangzhou

Postal code: 310022

Tel:(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

5

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