Zheng Quan Zhi Xing·2025-06-23 16:31Core Viewpoint - The transaction involves a share swap merger between Hangzhou Hailianxun Technology Co., Ltd. and Hangzhou Turbine Power Group Co., Ltd., aimed at enhancing asset quality and operational efficiency, in line with national policies for state-owned enterprise reform [9][10]. Group 1: Transaction Overview - The merger will be executed through a share swap, where Hailianxun will issue A-shares to acquire all shares of Hangzhou Turbine, leading to the latter's delisting and dissolution [10][12]. - The exchange ratio is set at 1:1, meaning each share of Hangzhou Turbine will be exchanged for one share of Hailianxun [18][20]. - The final swap price for Hangzhou Turbine shares is determined at 9.56 RMB per share, reflecting a 34.46% premium over the average trading price [11][18]. Group 2: Financial Advisor's Role - CITIC Construction Investment Securities Co., Ltd. serves as the independent financial advisor for the transaction, ensuring compliance with relevant laws and regulations [1][2]. - The advisor has conducted due diligence and confirmed that the transaction documents are accurate and complete [2][4]. Group 3: Shareholder Rights and Protections - Hailianxun will provide dissenting shareholders with a buyout option, allowing them to sell their shares at a predetermined price if they oppose the merger [22][25]. - The buyout price for dissenting shareholders is set at 9.56 RMB per share, based on the average trading price prior to the suspension of Hailianxun's shares [22][23]. Group 4: Future Implications - The merger is expected to improve the operational efficiency and asset quality of the combined entity, enhancing its investment value and profitability [9][10]. - Following the merger, Hailianxun will inherit all assets, liabilities, and operational responsibilities of Hangzhou Turbine [10][17].