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杭汽轮B(200771):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预案(英文)(3)

时间:2024-11-11 02:31来源:8N.org.Cn 作者:天剑狂刀私服 点击:

HTC’s Dissenting ShareholdersRefers toHTC shareholders who give valid dissenting votes against proposals of the merger plan and proposals of the merger agreement made by and between the parties at the HTC shareholders’ meeting convened for the voting of the stock-for-stock merger, and retain shares with the right to dissent till the date of exercising the cash-based option, while carrying out relevant declaration procedures within the prescribed timeframe

Right of Claim for AcquisitionRefers toThe right conferred to HTC’s dissenting shareholders in the stock-for-stock merger. HTC’s dissenting shareholders that declare exercising the right may require the provider of cash-based option to be transferred HTC’s shares in whole or part within period of declaration, by means of cash

Cash-based OptionRefers toThe right conferred to HTC’s dissenting shareholders in the stock-for-stock merger. HTC’s dissenting shareholders that declare exercising the right may require the provider of cash-based option to be transferred HTC’s shares in whole or part within period of declaration, by means of cash

Provider of Right of Claim for AcquisitionRefers toHangzhou Capital shall grant Hirisun’s dissenting shareholders the right of claim for acquisition, which will be identified and made public prior to the shareholders' meeting held for deliberation of the merger

Provider of Cash-based OptionRefers toHangzhou Capital, in this transaction, Hangzhou Capital provides the acquisition request right to Hirisun’s dissenting shareholders

Reporting period for right of claim for acquisitionRefers toHangzhou Capital, in this transaction, Hangzhou Capital provides the cash option to Hangzhou Turbine's dissenting shareholders

Reporting period for cash-based optionRefers toHTC's dissenting shareholders may request for a period for exercising related cash-based option, during which, the M&A Parties shall otherwise determine and announce through negotiation

Date of Exercising the Right of Claim for AcquisitionRefers toOn the very day, the provider of right of claim for acquisition shall be transferred shares of Hirisun's dissenting shareholders in whole or part for exercising the right of claim for acquisition, while paying cash consideration to such dissenting shareholders. The date will be otherwise agreed upon by the parties of the merger through negotiation and made public

Date of ExercisingRefers toOn the very day, the provider of cash-based option shall be transferred

& Related Party Transaction
& Related Party Transaction

Cash-based Option shares of HTC's dissenting shareholders in whole or part for exercising the cash-based option, while paying cash consideration to such dissenting shareholders. The date will be otherwise agreed upon by the parties of the merger through negotiation and made public

Ratio of Stock-for-stock MergerRefers toThe number of A-shares issued by Hirisun per HTC share exchanged in the stock-for-stock merger

Date of record of stock-for-stock mergerRefers toOn the very day, all HTC shareholders registered at the securities depository and clearing agency (including the provider of cash-based option registered at the securities depository and clearing agency on the day) shall proportionally convert HTC shares held into A-shares issued by Hirisun in whole. The date will be otherwise agreed upon by the parties of the merger through negotiation and made public

Date of Stock-for-stock Merger, Date of Exercising Stock-for-stock MergerRefers toOn the very day, shareholders shall proportionally convert all HTC shares held into A-shares issued by Hirisun. The date will be otherwise agreed upon by the parties of the merger through negotiation and made public

Delivery DateRefers toDate of exercising stock-for-stock merger or any other date otherwise agreed upon by the parties

Base Date for Pricing the Stock-for-stock Merger, Base Date for PricingRefers toThe notice date of the first board resolution of Hirisun and HTC for deliberation of the transaction-related matters

Average Price of Stock Transaction, Average Price of TransactionRefers toTotal amount/volume of stock transactions within some trading days, with distribution of cash dividends or stock dividends, capital reserves converted into capital stock, allotment of shares, and other ex-right or ex-dividend adjustments incurred during the period

Agreement on Stock-for-stock Merger, Merger AgreementRefers toAgreement on Stock-for-stock Merger between Hangzhou Hirisun Technology Inc. and Hangzhou Turbine Power Group Co., Ltd.

Interim PeriodRefers toThe period between the signing date of agreement on stock-for-stock merger

Completion Date of MergerRefers toThe date on which the Surviving Company completes relevant procedures for change of industrial and commercial registration regarding the stock-for-stock merger or the date on which HTC completes procedures for cancellation of industrial and commercial

& Related Party Transaction
& Related Party Transaction

  registration, whichever is later

State CouncilRefers toState Council of the People's Republic of China

Engine and turbine projectRefers toAero engine and steam turbine projects

Competent Authority of State-owned Assets Supervision and AdministrationRefers toAgency of state-owned assets supervision and administration with authority for approval of the transaction

State Administration of Science, Technology and Industry for National DefenceRefers toState Administration of Science, Technology and Industry for National Defence, PRC

CSRC, SRCRefers toChina Securities Regulatory Commission

SZSE, ExchangeRefers toShenzhen Stock Exchange

Company LawRefers toCompany Law of the People's Republic of China

Securities LawRefers toSecurities Law of the People's Republic of China

Measures for the Administration of RestructuringRefers toMeasures for the Administration of Material Asset Restructuring by Listed Companies

Listing RulesRefers toListing Rules of Shenzhen Stock Exchange, ChiNext Listing Rules of Shenzhen Stock Exchange,

Rules No.26Refers toCompilation Rules for Information Disclosure by Companies Offering Securities to the Public No.26 - Material Asset Restructuring of Listed Companies

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