杭州海联讯科技股份有限公司 章 程 杭州海联讯科技股份有限公司 2025年9月29日 | | | | | | 公司章程 杭州海联讯科技股份有限公司章程 第一章 总 则 第一条 为维护公司、股东和债权人的合法权益，规范公司的组织和行为， 根据《中华人民共和国公司法》(以下简称"《公司法》")、《中华人民共和国 证券法》(以下简称"《证券法》")、《中国共产党章程》（以下简称"《党章》"） 和其他有关规定，制订本章程。 英文名称：Hangzhou Hirisun Technology Incorporated 第五条 公司住所：浙江省杭州市临平区东湖街道兴国路 509 号 2 幢 1303 室 邮政编码：311100 第六条 公司注册资本为人民币34,170万元。 第七条 公司为永久存续的股份有限公司。 第八条 总经理为公司的法定代表人。 3 第二条 公司系依照《公司法》和其他有关规定成立的股份有限公司。公司 是以深圳市海联讯科技有限公司全体股东作为发起人、由深圳市海联讯科技有限 公司整体变更发起设立的股份有限公司。公司在浙江省市场监督管理局注册登记， 取得营业执照，统一社会信用代码为91440300715245 ...

证券代码：300277 证券简称：海联讯 公告编号：2025-062 杭州海联讯科技股份有限公司 关于完成注册地址工商变更登记及章程备案 并换领营业执照的的公告 成立日期：2000年01月04日 法定代表人：高春凤 本公司及董事会全体成员保证信息披露的内容真实、准确、完整， 没有虚假记载、误导性陈述或重大遗漏。 杭州海联讯科技股份有限公司（以下简称"公司"）于2025年8月19日召开第六届 董事会2025年第四次临时会议、于2025年9月4日召开2025年第三次临时股东大会审议通 过了《关于拟变更注册地址暨修订<公司章程>的议案》，具体内容详见公司在巨潮资讯 网（www.cninfo.com.cn）披露的相关公告。 一、变更登记事项 近日，公司完成注册地址工商变更登记及章程备案手续，并取得了浙江省市场监督 管理局换发的《营业执照》。变更后的《营业执照》主要内容如下： 名称：杭州海联讯科技股份有限公司 统一社会信用代码：914403007152459096 注册资本：34,170万元 类型：其他股份有限公司（上市） 住所：浙江省杭州市临平区东湖街道兴国路509号2幢1303室 经营范围：一般项目：信息系统集成服 ...

Core Viewpoint - The approval of the merger between Hangzhou Qilun Power Group Co., Ltd. (Hangzhou Qilun B) and Hangzhou Hailianxun Technology Co., Ltd. marks a significant step towards Hangzhou Qilun B's return to the A-share market, indicating a positive trend in capital market reforms and industry integration [2][3]. Group 1: Merger Details - The China Securities Regulatory Commission has granted approval for Hailianxun to absorb and merge with Hangzhou Qilun B by issuing 1.175 billion new A-shares as consideration for the merger [2]. - Upon completion of the merger, Hangzhou Qilun B's legal status will be canceled, and all its assets, liabilities, business, personnel, and rights will be inherited by Hailianxun [2]. - The merger is valid for 12 months from the date of the approval [2]. Group 2: Industry and Business Implications - The merger is expected to enhance the traditional industrial turbine business through improved monitoring and energy management capabilities, driven by the integration of communication and information technology [2]. - The merger aligns with the "dual carbon" goals and the trend of intelligent manufacturing, suggesting significant potential for industry integration [2]. Group 3: Financial and Governance Aspects - The transition to the A-share market is crucial for Hangzhou Qilun B to alleviate long-term financing constraints, providing better funding support for technological upgrades and capacity expansion [4][5]. - The merger will reshape the company's governance structure and capital operation space, enhancing asset quality and operational efficiency [5]. - The share exchange method ensures that existing shareholders can smoothly transition to become shareholders of the merged entity, allowing them to benefit from the synergies and capital operations post-merger [5].

Group 1 - Zhiguang Electric plans to acquire minority stakes in its subsidiary Zhiguang Energy Storage through a combination of share issuance and cash payment, leading to a temporary suspension of its stock trading for up to 10 trading days [1] - Guangbo Co. has been awarded a procurement project by the State Grid Corporation of China, confirming its status as one of the successful bidders for office and industrial supplies [2] - Dongguan Holdings announced the resignation of its chairman Wang Chong'en due to work changes, with Lin Yongsen appointed as the interim chairman [2] Group 2 - *ST Tianmao's stock will be delisted on September 30, 2025, following the Shenzhen Stock Exchange's decision to terminate its listing [3] - Salt Lake Co. has entered the trial production phase for its 40,000 tons/year integrated lithium salt project, successfully producing qualified battery-grade lithium carbonate [5] - Xindazheng plans to adjust its share repurchase price limit from 13.78 yuan to 16.79 yuan per share, maintaining a total repurchase fund of 10 million to 20 million yuan [7] Group 3 - Xindazheng intends to acquire 75.15% of Jiaxin Liheng's equity through share issuance and cash payment, with the transaction price yet to be determined [9] - Koli'er's actual controller plans to reduce his stake by up to 2% of the company's total shares due to funding needs [11] - United Precision's two actual controllers plan to collectively reduce their stake by up to 3% of the company's total shares for personal financial reasons [13] Group 4 - Yipinhong's subsidiary has received a drug registration certificate for L-carnitine oral solution, which is classified as a chemical drug [15] - Tiancheng Self-Control plans to establish a wholly-owned subsidiary in Japan and invest in a warehouse and production base with a budget of up to 10 million yuan [17] - Ningbo Huaxiang's joint venture has obtained a patent license from Jilin University for PEEK technology, which will enhance its R&D capabilities [21] Group 5 - Bright Dairy's subsidiary Synlait Milk Limited plans to sell its North Island assets to Abbott for $170 million, aiming to focus on core business development [23] - Nanjing Pharmaceutical has signed a strategic investment agreement with Guangzhou Baiyunshan Pharmaceutical Group, with the latter acquiring 11.04% of Nanjing Pharmaceutical's shares [24] - Guoxing Optoelectronics' application for a private placement of A-shares has been accepted by the Shenzhen Stock Exchange [25] Group 6 - Hailianxun has received approval from the China Securities Regulatory Commission for its plan to merge with Hangqilun B through a share exchange [27] - CITIC Bank's risk director Hu Gang has resigned, with Jin Xinian appointed as the new risk director pending regulatory approval [29]

Group 1 - The core viewpoint of the news is that Hangzhou Steam Turbine Co., Ltd. (杭汽轮B) has received approval from the China Securities Regulatory Commission for its share swap merger with Hailianxun, marking a significant step in its "B to A" transition plan and indicating the practical implementation of industrial integration in turbine equipment and power information technology [1][2][3] Group 2 - The merger will create a dual main business structure of "industrial turbine machinery + power information technology," aiming for deep integration in the intelligent transformation of the energy industry [2] - Hangzhou Steam Turbine reported a stable performance in the first half of 2025, with revenue of 2.447 billion yuan and a net profit attributable to shareholders of 153 million yuan, while the overall gross margin increased to 26.27% [2] - The company has seen significant growth in its core business, with over 80% of revenue coming from industrial turbines and a 39.6% year-on-year increase in hydropower generator sets, alongside a 66.39% surge in overseas business revenue [2] Group 3 - The restructuring addresses the challenges faced by B-share markets, where the average discount rate exceeds 60%, and the transition to A-shares is expected to enhance liquidity and valuation [3] - A-share market provides diverse financing tools that will support the company's independent turbine research and development and overseas market expansion, with a reported 17.12% reduction in boiler and prime mover costs [3] - The capital operation space will be significantly expanded, with the controlling shareholder committing to invest up to 1.5 billion yuan to stabilize the stock price [3]

Group 1 - The U.S. stock market experienced a broad increase, with the Dow Jones rising by 0.65%, the Nasdaq by 0.44%, and the S&P 500 by 0.59% [4] - Major technology stocks showed mixed results, with Oracle down 2.7%, Meta down 0.7%, and Tesla up 4.0% [4] - The Nasdaq China Golden Dragon Index fell by 1.6%, with Alibaba, NetEase, and Baidu each dropping over 2% [4] Group 2 - The People's Bank of China emphasized maintaining ample liquidity and guiding financial institutions to increase credit supply to match economic growth and price expectations [5] - The Ministry of Industry and Information Technology projected an average annual growth of around 5% for the non-ferrous metals industry from 2025 to 2026 [5] - The petrochemical industry is expected to see an average annual growth of over 5% during the same period, with significant improvements in technological innovation and environmental performance [6] Group 3 - The National Development and Reform Commission highlighted the importance of private investment as a key indicator of economic activity and stability [7] - The 2025 World New Energy Vehicle Conference focused on expanding market consumption and optimizing tax incentives for new energy vehicles [8] - The National Bureau of Statistics reported that profits of large industrial enterprises increased by 0.9% year-on-year in the first eight months of 2025 [8] Group 4 - The State-owned Assets Supervision and Administration Commission emphasized the need for state-owned enterprises to enhance operational efficiency and focus on high-quality investment [9] - Jiangsu Province announced adjustments to its vehicle trade-in policy, affecting the implementation of subsidies [10][11] - The company Ningbo Huaxiang signed a patent licensing agreement with Jilin University for PEEK industrialization technology [16] Group 5 - The company *ST Tianmao will have its stock delisted on September 30, 2025, following a decision by the Shenzhen Stock Exchange [20] - Huajing Securities anticipates that the A-share market may continue a volatile trend in the short term, with limited risks during the holiday period [21] - The company Moer Thread's IPO application was approved in just 88 days, reflecting improved efficiency in the review process for hard technology enterprises [14]

Group 1 - The controlling shareholder of Guanzhong Ecological plans to change to Deep Blue Financial Whale, with resumption of trading on September 29 [1] - Zengsheng Technology's controlling shareholder intends to reduce its stake by no more than 3% [1] - Fengyuzhu's shareholder plans to reduce its stake by no more than 3% [1] - Zhonghuan Environmental Protection is planning a change of control and has suspended trading [1] - Nanjing Pharmaceutical's subsidiary, Guangyao Phase II Fund, is acquiring 11.04% of the company's shares [1] - Hailianxun has received approval from the CSRC for a stock swap merger with Hangqilun [1] Group 2 - Jinggong Convertible Bond and Kangyi Convertible Bond will not undergo adjustments [2] - Various convertible bonds are listed with their current prices, redemption prices, last trading days, last conversion days, conversion values, remaining scales, and the proportion of convertible bonds to the underlying stocks [4][6]

Core Viewpoint - Hangzhou Steam Turbine's B-share to A-share conversion has made significant progress with regulatory approval received for the registration application [1] Group 1: Company Background - Hangzhou Steam Turbine, established in 1958, is a large state-controlled company focused on equipment manufacturing, particularly steam and gas turbines [1] - The company has evolved into a leading global manufacturer of industrial steam turbines, competing with international giants like General Electric, Siemens, and Mitsubishi [1] Group 2: Market Context - Hangzhou Steam Turbine was listed on the B-share market in 1998, becoming one of the early state-owned enterprises in Hangzhou to enter the capital market [2] - The B-share market has faced challenges such as low trading volume and lack of financing capabilities, leading to a trend of companies transitioning to A-shares or H-shares [2] Group 3: Recent Developments - The recent approval of the B to A share conversion marks the first such case in the B-share market in three years, representing a crucial step for Hangzhou Steam Turbine's return to the A-share market [1] - The management of Hangzhou Steam Turbine has attempted the B to A conversion multiple times over the past decade, finally launching a new plan in November 2024 [2] Group 4: Shareholder Support - The B to A share conversion plan received strong support from investors, with the proposal passing a shareholder meeting with a high vote count [3] - Following the approval, the company can proceed with the implementation of dissenting shareholder cash options and the share exchange merger [3]

Core Viewpoint - Hangzhou Qilun B (200771.SZ) announced that Hailianxun plans to absorb and merge with Hangzhou Qilun by issuing A-shares to all shareholders through a stock swap [1] Group 1: Merger Details - The China Securities Regulatory Commission (CSRC) approved the merger on September 26, 2025, allowing Hailianxun to issue 1,174,904,765 new shares to absorb Hangzhou Qilun [1] - The approval is valid for 12 months from the date of issuance [1] Group 2: Compliance and Obligations - The merger must be conducted in strict accordance with the application documents submitted to the Shenzhen Stock Exchange [1] - The companies involved are required to fulfill their information disclosure obligations in accordance with relevant regulations [1] - Any significant issues or major events that require disclosure must be reported to the Shenzhen Stock Exchange in a timely manner [1]

Core Viewpoint - The merger between Hangzhou Steam Turbine (杭汽轮) and Hailianxun (海联讯) has received approval from the China Securities Regulatory Commission, marking a significant step in Hangzhou Steam Turbine's transition from B-share to A-share market, which is expected to reshape the competitive landscape in the energy sector through business synergies in industrial turbine machinery and power information services [1] Group 1: Business Synergy and Financial Performance - The merger will create a "one main, one auxiliary" business structure, with Hangzhou Steam Turbine's industrial turbine machinery as the core and Hailianxun's power information services as the complement, targeting deep collaboration in the digital transformation of the energy industry [2] - Hangzhou Steam Turbine reported a revenue of 2.447 billion yuan and a net profit of 153 million yuan in the first half of 2025, with a gross margin of 26.27%, an increase of 6.86 percentage points year-on-year [2] - The company's overseas revenue surged by 66.39%, increasing its share from 6.04% to 10.72%, indicating the effectiveness of its global expansion strategy [2] Group 2: Technological and Market Positioning - Hangzhou Steam Turbine has established a comprehensive R&D system for industrial turbines below 150MW and power generation turbines below 200MW, enhancing its capabilities in high-end equipment manufacturing [2] - Hailianxun has over 20 years of experience in power information services, with projects in low-voltage line renovations and substation expansions, benefiting from the increasing investment in China's power grid, projected to reach 608.3 billion yuan in 2024, a 15.26% increase year-on-year [3] Group 3: Strategic Advantages Post-Merger - The merger will create synergies in three dimensions: integration of Hangzhou Steam Turbine's core equipment with Hailianxun's monitoring systems, leveraging Hailianxun's data for operational support, and shared customer resources due to low overlap [3] - The merger is expected to enhance Hangzhou Steam Turbine's service revenue, reflecting its transition from a manufacturing-focused company to a service-oriented enterprise [3] Group 4: Market Transition and Capital Dynamics - The merger addresses the challenges faced by Hangzhou Steam Turbine in the B-share market, where the average discount rate exceeds 60%, limiting its financing capabilities since its B-share listing in 1998 [4] - Transitioning to the A-share market is anticipated to improve liquidity, with A-share daily trading volume approximately 50 times that of B-shares, allowing for a valuation adjustment towards industry averages [4] - The A-share market offers diverse financing options, which will support Hangzhou Steam Turbine's strategic initiatives in technology development and capacity expansion [4] Group 5: Future Strategic Directions - Post-merger, the new company will focus on three strategic directions: enhancing R&D for gas turbine technology, expanding brand presence in international markets, and developing comprehensive smart energy solutions [6] - The merger is expected to optimize the overall profitability structure of the company, leveraging Hailianxun's high-margin business in power information services [6] Group 6: Market Recognition and Reform Implications - The merger has received broad support from shareholders, with 87.57% approval at Hangzhou Steam Turbine's shareholder meeting, indicating strong market confidence [6] - This merger could serve as a benchmark for B-share reform, addressing historical issues while creating new growth opportunities through business collaboration [7]