Stock Code: 200771 Stock ID: Hangqilun B Announcement No. 2019-14
Hangzhou Steam Turbine Co., Ltd.
Announcement on the Listing Transfer of Partial Holding Equity of the
Subsidiary
The members of the Board and the Company 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.
Reminder for Important Content:
1. Brief Content of the Transaction: Hangzhou Steam Turbine Co., Ltd. intends to transfer the equity of Hangzhou Steam Turbine Casting Co., Ltd. with the listing price not lower than the evaluation result approved by the state-owned assets management department and the final transaction price subjecting to the actual settlement price.
2. Risk warning: The equity transfer still needs to fulfill the filing-record for evaluation and to complete the corresponding approval procedures. There is uncertainty in this transfer. Investors are advised to pay attention to investment risks.
I. Overview of the transaction:
(1) Basic information
In December 2018, the Casting Company through capital increase and share expansion introduced new strategic investors, for increasing production capacity and enhancing its comprehensive
competitiveness. Details please refer to company announcement No.2018-05 , 2018-56 and
2019-07 released by Securities Times, Shanghai Securities Daily, Hong Kong Commercial Daily
and http//www.cninfo.com.cn dated January 27, 2018 , July 26, 2018 and January 11,2019.
In order to actively enhance its market competitiveness while revitalizing the Company's current assets, after discussion through the company board meeting, intends to transfer part of the equity of the Casting Company held by the company and lowers its shareholding ratio to19.9%. The afore-said equity transfer shall be conducted in accordance with the transaction process for the market transaction of state-owned property rights and be reported to Hangzhou State-owned Assets Supervision and Administration Commission for approval and filing.
(II) The voting result in the meeting
On March 14, 2019, the Company held the 30th meeting of the 7th Board of Directors by means
of telecommunication voting. After voting by the Company's directors, with 10 votes of consent, 0 votes against, and 0 abstentions, the Proposal on the Listing Transfer of Partial Holding Equity of
Casting Company was approved in the meeting. The transaction will not constitute a major asset
restructuring as stipulated in the Measures for the Administration of Major Asset Restructuring of Listed Companies.
II. The relationship between the transaction parties
After determining the counterparty, the company will judge the relationship between the
counterparty and the Company..
III. The basic information of the transaction subject matter
(I) The subject matter of the transaction
1. The name of the transaction subject
The subject of this transaction is the partial equity of the Casting Company
2. Basic information of the transaction subject
Company Name: Hangzhou Steam Casting Co., Ltd.
Unified social creditcode：91330110759502452P
Type of Enterprise: Limited liability company(Foreign-invested enterprises and domestic joint ventures)
Place of registration: No.2 Road, Tangqi Industry Area, Yuhang District, Hangzhou.
Legalrepresentative：Yu Junming
Registered capital: 29.50 million yuan
Date ofestablishment：March 1 ,2004
Business scope: Resin sand cast steel , resin sand cast iron, organic fat glass of water glass castings, forgings; Installation, maintenance: casting equipment; sales: The products, mechanical and electrical products, machinery and equipment produced by the company; import and export of goods (except for items prohibited by laws and administrative regulations, and items restricted by laws and administrative regulations can be operated only after obtaining the permission). (Items subjecting to approval according to law may be operated after gaining the approval by relevant departments)
Shareholders and Shareholding ratio
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|-|-|-|
|Name of Shareholder|Capital-contributionRatio|ContributionAmount(Ten thousandsyuan）|

||||
|-|-|-|
|Hangzhou Steam Turbine Co., Ltd.|38.0339%|1122|
|Yang Lianrong|3.7214%|109.78|
|Hangzhou Steam Turbine Co-Creation Enterprise Management ConsultingPartnership (Limited Partnership)|22.4991%|663.72|
|Hangzhou Steam Turbine Co-casting Enterprise Management ConsultingPartnership (Limited Partnership|3.6103%|106.5|
|Yu Junming|2.2373%|66|
|Tong Ziqian|1.4915%|44|
|Yu Yifeng|1.4915%|44|
|Xu Wei|1.4915%|44|
|Liu Lei|5.0847%|150|
|Yu Yuxin|5.0847%|150|
|Shen Derong|5.0847%|150|
|Shen Mingfang|5.0847%|150|
|Lv Jianqing|5.0847%|150|
|Total|100%|2950|

 3. Main Financial Information of Casting Company
In RMB
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|-|-|-|-|-|-|-|
|Periods|Total assets|Net assets|Total Liabilities|Revenue|Total profit|Net profit|
|2018|613,474,956.73|244,452,732.22|369,022,224.51|446,900,632.40|12,774,779.82|12,800,550.85|
|2017|489,452,244.02|173,136,786.15|316,315,457.87|357,558,102.11|31,586,127.41|27,727,923.66|
|2016|406,270,109.45|165,559,715.66|240,710,393.79|286,947,144.79|19,565,254.81|17,095,623.20|

 (II) Evaluation of the subject matter of the transaction
The Casting Company will perform the assessment filing and the corresponding approval procedures in accordance with the relevant state laws and regulations.
III. The main content of the transaction agreement
After determining the specific transaction content including the counterparty and the transaction price and fulfilling the relevant approval procedures, the Company will sign the relevant transfer agreement with the counterparty.
IV. Other arrangements for this transaction
Yet there are no decided other arrangements.
V. Purpose of the transaction and its impact on the Company
(I) Purpose of the transaction
The company has comprehensively considered the proposed transfer of the partial equity of the Casting Company and can further actively implement the public listing process of the Casting Company as well as enhance its market competitiveness.
(II) The impact of the transaction on the listed company
Where the transfer the partial equity is completed, theCompany’s stake in the Casting Company will be lowered to19.9% from38.03%, which result in changes in the scope of the Company's consolidated statements. The equity transfer price shall be based on the evaluation report issued by the asset appraisal agency, and the final transaction price shall be subjected to the market transaction price, which will have a certain impact on the Company's financial indicators for 2019.
VI. Risk Reminder
The equity transfer still needs to fulfill the filing record for evaluation and to complete the corresponding approval procedures. There is uncertainty about whether the transfer will take effect. Investors are advised to pay attention to investment risks.
This announcement is hereby made.
The Board of Directors of Hangzhou Steam Turbine Co., Ltd.
March 15, 2019