杭汽轮B:关于修改公司章程的公告(英文版)2017-06-20
Stock Code: 200771 Stock ID: Hangqilun B Announcement No. 2017-46
Hangzhou Steam Turbine Co., Ltd.
Announcement on amending the articles of association of the company
The members of the Board and the Company acknowledge being responsible for the
truthfulness, accuracy, and completeness of the announcement. Not any false record, misleading
statement or significant omission carried in this announcement.
In order to thoroughly implement the spirit of the sixth Plenary Session of the 18th CPC
Central Committee and the important speech spirit of General Secretary Xi Jinping at the Party
Construction Work Conference of the State-owned Enterprises, integrate the party's leadership
into the corporate governance, embed the party organization into the corporate governance
structure and clarify and implement the legal status of the party organization in the corporate
governance structure, according to the Hangzhou Municipal Committee and the Hangzhou
SASAC's Notice on the Incorporation of Party Building Work into the Basic Requirements of the
Corporate Articles of Association (No.40-2016 Hangzhou SASAC Party Committee Document),
the company's controlling shareholder Hangzhou Steam Turbine Power Group Co., Ltd. has put
forward the proposal of amending the Company's Articles of Association to the company and such
proposal will be submitted to the company's 2016 annual shareholders' general meeting for
deliberation. The concrete amendment of the Articles of Association is as follows:
I. Adding the following contents of the Article 2 and Article 3 of the General Provisions of
Chapter 1
Article 2 In accordance with the relevant provisions of the Company Law and the Articles of
Association of the Chinese Communist Party, the party organization possesses the legal status in
the corporate governance structure, playing the role of leadership core and political core.
Article 3 In accordance with the Constitution, the Company Law and the Articles of
Association of the Communist Party of China, the Company shall set up a party committee to
carry out its work in accordance with the requirements of the higher party organizations and
coordinate the work between the board of directors, the board of supervisors and the management.
The board of directors, the board of supervisors and the management shall exercise their rights and
obligations in accordance with their respective duties and jointly implement the party's guidelines
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and policies.
II. Specifically adding the content of "The Party Committee" as the Chapter 4 of the
"Articles of Association"
Article : The Company's Party Committee (Commission for Discipline Inspection) will be
composed of secretary, deputy secretary and members, who shall be elected by the Party Congress
and be approved by the higher level party organization or shall be appointed by the higher level
Party organization. The term of office and the general election of the Party Committee
(Commission for Discipline Inspection) will be implemented in accordance with the provisions of
the Articles of Association of the Communist Party of China and the Regulations on the Election
of Local Organizations of the Communist Party of China.
Article:The company's party committer shall participate in the major decisions through the
leadership system of "Two-way entry and cross appointment". The Eligible members of the Party
Committee may enter the board of directors, the board of supervisors and the management through
statutory procedures. The members of the board of directors, the board of supervisors and the
members of the management who meet the requirements may enter the party committee in
accordance with the relevant regulations and procedures. In principle, the secretary of the Party
Committee and the chairman of board shall be held by the same person, and it shall set the
full-time party secretary, secretary of commission for Discipline Inspection.
Article:The Company's Party Committee (Commission for Discipline Inspection) will set up
working organs, staffing the Party Affair work personnel corresponding to the size of the company.
Its organizational structure and staffing are simultaneously incorporated into the management
organization and staffing of the company. The remuneration of the Party Affair work personnel
shall be the same with the first level management, implementing equal remuneration for the same
posts. The party work expenses shall be included in the company's financial budget, disbursed
from the management fee.
Article:The Party committee of the Company shall perform the following functions and powers:
(1) To play the role of leadership core and the political core , and to carry out the work
centering on the production and operation of the Company.
(2) To ensure the implementation of the party's and the state's lines, principles and policies in
the Company.
(3) To support the board of directors, the board of supervisors and the manager to exercise
their powers according to law.
(4) To wholeheartedly rely on the masses of workers and to support the work of the workers'
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congress.
(5) To participate in major corporate decision-making, and to implement the decision-making
supervision mechanism of "Three-Importance & One-Large". The board of directors shall listen to
the opinions of the party committee before deciding upon the major issues of the company. Major
business management matters must be firstly discussed and deliberated by the Party Committee of
the company and then be decided by the board of directors and the management.
(6) To strengthen the party organization construction, and to lead the ideological and political
work and the Construction of spiritual civilization, and to lead the mass organizations including
the labor union and the Communist Youth League.
(7) To fulfill the main responsibility of building a clean government, and to regularly study
the work of building a clean government, support the work of the Commission for Discipline
Inspection and fully implement the supervision responsibilities.
(8) To decide upon other matters that the party committee considers necessary.
Article:The ways of the party committee's deliberation are specified in the party committee's
rule of procedure.
III. The last one of the articles of association: “The Articles of Association shall be
implemented as of the date of adoption of the First Provisional Shareholders 'General Meeting in
2016 and amended as "the implementation of the Articles of Association since the adoption of the
Shareholders' General Meeting 2016".
IV. After the above chapters and terms are adjusted, the original "Articles of Association"
chapters and terms shall be adjusted accordingly.
The Board of Directors of Hangzhou Steam Turbine Co., Ltd.
June 20, 2017
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