Securities code: 688032 Securities abbreviation: Hoymiles shares Announcement No.: 2025-009
Hangzhou Hoymiles Power Electronics Co., Ltd
Regarding the controlling shareholder's special loans and own funds
Announcement of the plan to increase the company's shares
The controlling shareholder of the company, Hangkai Holding Group Co., Ltd., the board of directors and all directors of the company guarantee that the content of this announcement does not contain any false records, misleading statements or material omissions, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
Important Content Notes:
1. Hangzhou Hoymiles Power Electronics Co., Ltd. (hereinafter referred to as the "Company"), the controlling shareholder of Hangzhou Hoymiles Power Electronics Co., Ltd. (hereinafter referred to as the "Company"), intends to increase its holdings of the Company's shares within 6 months from the date of disclosure of this announcement with special loans for stock holdings and its own funds through the methods permitted by the Shanghai Stock Exchange (including but not limited to centralized bidding transactions, block transactions, etc.). The amount of the increase is not less than RMB 111.5 million, not more than RMB 223 million, the increase plan does not set a price range, Hangzhou Kai Group will be based on the overall market trend and the reasonable judgment of the company's value, in the implementation period to choose the opportunity to implement the increase plan.
2. Special Loan Commitment Letter: China CITIC Bank Co., Ltd. Hangzhou Branch (hereinafter referred to as "China CITIC Bank Hangzhou Branch") promises to provide Hangzhou Kai Group with a special loan amount of no more than RMB 200 million, with a loan term of 3 years.
3. There may be a risk that the implementation of the shareholding increase plan may be delayed or unable to be completed due to changes in capital market conditions and other factors. If the above-mentioned risk situations occur during the implementation of the shareholding increase plan, the company will fulfill the information disclosure obligation in a timely manner. Investors are advised to pay attention to the relevant risks.
Recently, the company received the "Notice Letter on the Plan to Increase the Share of Hangzhou Hoymiles Power Electronics Co., Ltd. and the Letter of Commitment to Obtain the Special Loan for Holding Holdings" from Hangzhou Kai Group, and the relevant information is hereby announced as follows:
First, the basic situation of the subject of the increase in holdings
1. Hangkai Group is the controlling shareholder of the company. As of the disclosure date of this announcement, Hangkai Group held 38,525,553 shares of the company, accounting for 31.05% of the company's total share capital. Hangzhou Kai Group and Hangzhou Deshi Drive Investment Partnership (Limited Partnership) (hereinafter referred to as "Deshi Investment") are both controlled by Mr. Shao Jianxiong, the actual controller of the Company, and Deshi Investment holds 778,294 shares of the Company, accounting for 0.63% of the Company's total share capital; Hangkai Group and its persons acting in concert together control 31.68% of the company's shares.
2. Hangkai Group has not disclosed its shareholding increase plan in the 12 months prior to this announcement.
Second, the main content of the shareholding plan
1. Implementation period of shareholding increase: within 6 months from the date of disclosure of this announcement. Except for the period during which the increase in holdings is not allowed by laws, regulations and the business rules of the Shanghai Stock Exchange. During the implementation of the shareholding increase plan, if the company's shares are suspended, the shareholding increase period can be extended, and the implementation will be notified in a timely manner.
2. The amount of additional holdings: The total amount of additional holdings shall not be less than RMB 111.5 million and not more than RMB 223 million. Within 12 months from the date of disclosure of this announcement, the proportion of additional shares shall not exceed 2% of the company's total share capital.
3. Increase price: There is no price range for this increase, and the increase plan will be implemented according to the secondary market fluctuations of the company's stock price.
4. Increase in shareholdings: increase the company's shares through the methods permitted by the Shanghai Stock Exchange (including but not limited to centralized bidding transactions, block transactions, etc.).
5. Source of funds: The additional funds are a combination of Hangzhou Kai Group's own funds and special loans. The loan commitments signed with financial institutions are as follows:
On February 28, 2025, China CITIC Bank Hangzhou Branch issued a "Loan Commitment Letter" to Hangkai Group, agreeing to provide special loan support for Hangkai Group to increase its shareholding in Hoymiles. The maximum loan amount shall not exceed RMB 200 million, and the commitment letter shall be valid for 3 years from the date of issuance. The purpose of the loan is subject to compliance with the prevailing laws, regulations, regulatory requirements and policies. The loan will be disbursed after Hoymiles has issued an announcement on the increase in shares, and the loan meets the regulatory requirements, the relevant loan agreement is signed and the loan conditions required by China CITIC Bank Hangzhou Branch are implemented. The specific arrangements are stipulated in the relevant financing agreement.
In addition to the above loans, the rest of the funds for this increase are the own funds of Hangkai Group.
6. Relevant commitments: Hangkai Group promises that the shareholding increase plan will be implemented in strict accordance with the relevant laws and regulations, departmental rules and normative documents of the China Securities Regulatory Commission and the Shanghai Stock Exchange. Hangkai Group and its
Persons acting in concert shall not reduce their holdings of the company's shares during the implementation of the shareholding increase plan and within the statutory period.
3. The uncertainty risk of the implementation of the shareholding increase plan
The implementation of the shareholding increase plan may be subject to the risk that the shareholding increase plan cannot be implemented or cannot be fully implemented due to factors such as changes in the capital market conditions and the failure to raise funds required for the increase in shareholding in a timely manner. If the above risks arise during the implementation of the shareholding increase plan, the company will fulfill its information disclosure obligations in a timely manner.
4. Other relevant instructions
(1) The shareholding increase plan complies with the relevant provisions of laws, regulations, departmental rules and normative documents such as the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for the Acquisition of Listed Companies and the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange.
(2) The implementation of the shareholding increase plan will not affect the tender offer, will not lead to the company's equity distribution not meeting the listing conditions, and will not lead to changes in the company's controlling shareholders and actual controllers.
(3) The company will continue to pay attention to the progress of the increase in the company's shares, and in accordance with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange, timely fulfill the obligation of information disclosure.
The announcement is hereby made.
Board of Directors of Hangzhou Hoymiles Power Electronics Co., Ltd
March 5, 2025
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