Zhong Guo Jing Ji Wang·2025-09-12 08:04Core Viewpoint - The Shenzhen Stock Exchange's M&A Review Committee approved the merger of Hangzhou Hailianxun Technology Co., Ltd. and Hangzhou Turbine Power Group Co., Ltd., confirming compliance with restructuring conditions and information disclosure requirements [1] Group 1: Merger Details - Hailianxun will absorb and merge with Hangzhou Turbine by issuing A-shares to the shareholders of Hangzhou Turbine, which will lead to the termination of Hangzhou Turbine's listing and the cancellation of its legal entity status [2] - The merger will allow Hailianxun to inherit all assets, liabilities, businesses, personnel, contracts, and other rights and obligations of Hangzhou Turbine [2] Group 2: Pricing and Valuation - The merger's pricing base date is set as the date of the first board resolution announcement, with Hailianxun's share price determined at 9.56 RMB per share based on the average trading price over the previous 20 trading days [3] - Hangzhou Turbine's share price was calculated at 7.11 RMB per share after applying a 34.46% premium, resulting in a final exchange ratio of 1:1 for the shares of both companies [3] Group 3: Profit Distribution Plans - Hailianxun's profit distribution plan includes a cash dividend of 0.20 RMB per 10 shares and a capital reserve increase of 0.2 shares per 10 shares, leading to an adjusted exchange price of 9.35 RMB per share post-merger [4][5] - Hangzhou Turbine's profit distribution plan involves a cash dividend of 2.1 RMB per 10 shares, which will also adjust the exchange price to 9.35 RMB per share [4][5] Group 4: Financial Advisors - Hailianxun's independent financial advisor for the merger is CITIC Securities, while Hangzhou Turbine's independent financial advisor is CITIC Jianye Securities [6]