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
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