Hangzhou Steam Turbine Power Group(SZ:200771) Zheng Quan Zhi Xing·2025-07-28 16:26Core Viewpoint - The legal opinion letter discusses the share swap merger between Hangzhou Hailianxun Technology Co., Ltd. and Hangzhou Steam Turbine Power Group Co., Ltd., addressing regulatory compliance and the implications of the merger on both companies' operations and shareholder interests [1][2][3]. Group 1: Merger Details - The merger involves Hailianxun issuing A-shares to all shareholders of Hangzhou Steam Turbine in exchange for their shares, effectively absorbing Hangzhou Steam Turbine [1][2]. - The main business of Hailianxun includes system integration, software development, and consulting services, while Hangzhou Steam Turbine focuses on the research, production, and sales of industrial steam turbines and gas turbines [1][2]. - As of the reporting period, Hangzhou Steam Turbine holds investments in Hangzhou Bank valued at 3.972 billion yuan, representing a 4.31% stake [1][2]. Group 2: Regulatory Compliance - The transaction does not require approval from industry regulatory authorities and complies with national industrial policies [4][5]. - Both companies are expected to meet the qualifications for commercial bank shareholders as per relevant regulations, ensuring that the merger does not face legal obstacles [5][6][7]. Group 3: Financial Aspects - The share swap price for Hailianxun is set at 9.56 yuan per share, while Hangzhou Steam Turbine's price is adjusted to 9.35 yuan per share after accounting for profit distribution [11][12]. - The merger's pricing mechanism is designed to protect minority shareholders, with a significant majority of votes in favor of the transaction from both companies' shareholders [18][19][20]. Group 4: Shareholder Rights - The merger provides dissenting shareholders with the option to sell their shares at a predetermined price, ensuring their interests are protected [20][21]. - The price adjustment mechanism for the buyout rights is only downward, which is intended to mitigate risks associated with market fluctuations [22].