杭州海联讯科技股份有限公司 换股吸收合并杭州汽轮动力集团股份有限公司暨关联交易 实施情况暨新增股份上市公告书 （摘要）

Core Viewpoint - The transaction involves a share swap merger between Hailianxun and Hangqilun, aimed at enhancing asset quality and operational efficiency, in line with national policies for state-owned enterprise reform [6][51]. Group 1: Transaction Overview - The merger will be executed through a share swap, with Hailianxun issuing shares to all shareholders of Hangqilun at a swap price of 9.35 CNY per share, resulting in a 1:1 swap ratio [2][12]. - Following the merger, Hailianxun's total share capital will increase to 1,516,604,765 shares, with a registered capital of 1,516,604,765 CNY [3][6]. - The merger is expected to enhance the continuous profitability and investment value of the listed company [6]. Group 2: Financial Implications - Before the merger, Hailianxun's basic earnings per share (EPS) was 0.0282 CNY, which is projected to increase to 0.3575 CNY post-merger [3]. - The total market value of the newly issued shares, based on the swap price, is estimated at approximately 10.99 billion CNY [2]. Group 3: Regulatory and Approval Process - The transaction has received necessary approvals from the Zhejiang Provincial State-owned Assets Supervision and Administration Commission, as well as from the boards and shareholders of both companies [51][52]. - The transaction has been reviewed and approved by the Shenzhen Stock Exchange and registered by the China Securities Regulatory Commission [51]. Group 4: Shareholder Rights and Protections - Hailianxun dissenting shareholders will have the right to request a buyout at the swap price of 9.56 CNY per share, with specific conditions for exercising this right [20][22]. - Hangqilun dissenting shareholders will have a cash option at a price of 7.77 HKD per share, equivalent to 7.11 CNY, with adjustments possible based on future dividends [31][15]. Group 5: Transition and Asset Management - Post-merger, Hailianxun will inherit all assets, liabilities, and contracts of Hangqilun, with a smooth transition plan in place to maintain operational continuity [7][42]. - Employee contracts from Hangqilun will be transferred to Hailianxun, ensuring job security for existing staff [49].