Group 1 - The core point of the news is that Hailianxun has received approval from the CSRC to absorb and merge Hangqilun through the issuance of 1,174,904,765 new shares, which is valid for 12 months from the date of issuance [1] - Hailianxun primarily engages in power information construction and provides related technical and consulting services, while Hangqilun specializes in designing and manufacturing industrial turbines and gas turbines [1] - After the merger, the surviving company will inherit all assets, liabilities, businesses, personnel, contracts, and other rights and obligations of Hangqilun, forming a business structure focused on industrial turbine machinery with supplementary power information services [1] Group 2 - CITIC Securities views this transaction as a rare "A absorbs B" case and the first instance of a listed company absorbing and merging another listed company, reflecting strong support from the "Six Merger Guidelines" for integration among listed companies [2] - The merger will create a business structure where industrial turbine machinery is the main focus, complemented by power information system integration, enhancing the core competitiveness and sustainable profitability of the surviving company [2] - The "Six Merger Guidelines" aim to facilitate the integration of capital and technology towards high-quality enterprises and innovative sectors, promoting resource flow and supporting the real economy [2] Group 3 - The restructuring of Hangqilun and Hailianxun through a share swap is a significant step in implementing the central government's reform directives, aimed at improving the industrial layout of state-owned listed companies and enhancing asset quality and operational efficiency [3] - This transaction responds positively to the encouragement from the State Council and the CSRC for mergers and acquisitions, enhancing the investment value of listed companies by improving asset quality and operational efficiency [3] - Over the past year, the "Six Merger Guidelines" have invigorated the merger and acquisition market, establishing the capital market as a primary channel for corporate mergers and acquisitions, particularly in technology innovation and new productive forces [3]

Core 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].

Core 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].