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公司公告

杭汽轮B:2019年第二次临时股东大会决议公告(英文版)2019-12-11  

						Stock Code: 200771        Stock ID: Hangqilun B       Announcement No. 2019-73




                            Hangzhou Steam Turbine Co., Ltd.
 Announce ment of Resolutions of the Second Provisional shareholders' general
                                          meeting of 2019


 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.



Special remarks:

 1. Notice and reminder of the Second provisional shareholders’ general meeting of 2019 were

released on November 23 ,2019 with Securities Times, Shanghai Commercial Daily, Hong Kong

Commercial Daily, and http://www.cninfo.com.cn( Announcement No .:2019-70).

 2. No proposal was rejected at the meeting.

3. No resolution of previous shareholders’ meeting was changed by this meeting.

I. Holding of the meeting

1. Time of the meeting:

 (1) Time of the onsite meeting: December 10, 2019 (Tuesday) 13:30;

 (2)Time of voting through network: Online voting through the trading system of SSE was 9:30~

11:30, 13:00~15:00 December 10, 2019.Votes can be made anytime between 15:00 December 9,

2019 and 15:00 December 10, 2019 through the online voting system provided by SSE.

 2. Venue: Hangzhou Steam Turbine Co., Ltd. Meeting Room No. 6, Steam Turbine Power

Building (No.1188 Dongxin Road, Hangzhou)

3. Way of meeting: This shareholders’ meeting was held both onsite and online.

4. Convener: The Board of Directors of the Company

5. Host of the meeting: Chairman of the Company, Mr. Zheng Bin

6. The calling and holding procedures were complying with the Company Law, Rules of Listing

of SSE, and the Articles of Association

II. Delegates at the meeting



                                                                                              1
        1. Presenting of the meeting by shareholders

        Totally 106 shareholders and attorneys presented the meeting, representing524,276,217shares,

        accounted of69.53% of the total voting shares.

             Among them there was 1 state-owned share holder holding 479,824,800 shares, accounted of

        63.64% of the total voting shares;105 B-stock holders, representing 44,451,417 shares, accounted

        of 5.90% of total voting shares.

             Totally 53 shareholders and attorneys presented at the onsite meeting, representing

        507,953,070 shares, accounted of 67.37% of total voting shares.

             53 shareholders presented the meeting by online voting system, representing 16,323,147

        shares accounted of 2.16 % of total voting share.

             2. Presenting of other delegates

             The directors, supervisors and executives of the Company, as well as the law consultant –

        Zhejiang Tiance Law Firm presented the meeting.

        III. Proposals and voting results

         The following proposals were voted and adopted at the meeting by means of online and onsite

        voting:

             1. The meeting examined and adopted of the Remuneration Management System for

        Directors and Senior Management Personnel (Revised in 2019)

                   In favor                                Objection                          Waive

                   Number of shares         Proportion     Number of shares      Proportion   Number of shares Proportion

Domestic holder               479,824,800        100.00%                    0         0.00%                  0        0.00%

                               42,150,145         94.82%               615,074        1.38%           1,686,198       3.79%
B-share holder
                              521,974,945         99.56%               615,074        0.12%           1,686,198       0.32%
Total

Including,Votes by mid-small shareholders:
                               42,150,145         94.82%               615,074        1.38%           1,686,198       3.79%
M id-small

shareholders

             2. The meeting examined and adopted the Proposal on Allowance Scheme for the 8th
        Term of Independent Directors and Supervisors

                   In favor                                Objection                          Waive

                   Number of shares         Proportion     Number of shares      Proportion   Number of shares Proportion


                                                                                                                  2
Domestic holder                 479,824,800        100.00%                   0         0.00%                  0        0.00%

                                 41,804,613         94.05%           1,548,197         3.48%           1,098,607       2.47%
B-share holder
                                521,629,413         99.50%           1,548,197         0.30%           1,098,607       0.21%
Total

Including,Votes by mid-small shareholders:
                                 41,804,613         94.05%           1,548,197         3.48%           1,098,607       2.47%
M id-small

shareholders

             3.The meeting Itemized and adopted the Proposal on Repurchase of Company Shares
             3.01 Purpose, method and price range of share repurchase;

                     In favor                                Objection                         Waive

                     Number of shares         Proportion     Number of shares     Proportion   Number of shares Proportion

Domestic holder                 479,824,800        100.00%                   0         0.00%                  0        0.00%

                                 44,430,617         99.95%               20,800        0.05%                  0        0.00%
B-share holder
                                524,255,417        100.00%               20,800        0.00%                  0        0.00%
Total

Including,Votes by mid-small shareholders:
                                 44,430,617         99.95%               20,800        0.05%                  0        0.00%
M id-small

shareholders

             3.02 Type, quantity and proportion of shares to be repurchased;

                     In favor                                Objection                         Waive

                     Number of shares         Proportion     Number of shares     Proportion   Number of shares Proportion

Domestic holder                 479,824,800        100.00%                   0         0.00%                  0        0.00%

                                44,430,617          99.95%               20,800        0.05%                  0        0.00%
 B-share holder
                                524,255,417        100.00%               20800         0.00%                  0        0.00%
             Total

Including,Votes by mid-small shareholders:
                                44,430,617          99.95%               20,800        0.05%                  0        0.00%
        M id-small

   shareholders

             3.03 Total amount of funds to be used for repurchase and the sources of funds ;

                     In favor                                Objection                         Waive

                     Number of shares         Proportion     Number of shares     Proportion   Number of shares Proportion

Domestic holder                 479,824,800        100.00%                   0         0.00%                  0        0.00%


B-share holder                   44,430,617         99.95%               20,800        0.05%                  0        0.00%


                                                                                                                   3
Total                         524,255,417        100.00%               20,800        0.00%                0          0.00%

Including,Votes by mid-small shareholders:

M id-small
                               44,430,617         99.95%               20,800        0.05%                0          0.00%
shareholders

             3.04 Time limit for repurchase of shares;

                   In favor                                Objection                         Waive

                   Number of shares         Proportion     Number of shares     Proportion   Number of shares Proportion

Domestic holder               479,824,800        100.00%                   0         0.00%                0          0.00%


B-share holder                 44,430,617         99.95%               20,800        0.05%                0          0.00%

Total                         524,255,417        100.00%               20,800        0.00%                0          0.00%

Including,Votes by mid-small shareholders:

M id-small
                               44,430,617         99.95%               20,800        0.05%                0          0.00%
shareholders

             3.05 Validity period of repurchase resolution;

                   In favor                                Objection                         Waive

                   Number of shares         Proportion     Number of shares     Proportion   Number of shares Proportion

Domestic holder               479,824,800        100.00%                   0         0.00%                0          0.00%

B-share holder                 44,430,617         99.95%               20,800        0.05%                0          0.00%

Total                         524,255,417        100.00%               20,800        0.00%                0          0.00%


Including,Votes by mid-small shareholders:

M id-small
                               44,430,617         99.95%               20,800        0.05%                0          0.00%
shareholders

             3.06 Matters on authorizing the board of directors to handle this share repurchase .

                   In favor                                Objection                         Waive

                   Number of shares         Proportion     Number of shares     Proportion   Number of shares Proportion

Domestic holder               479,824,800        100.00%                   0         0.00%                0          0.00%

B-share holder                 4,443,0617         99.95%               20,800        0.05%                0          0.00%


Total                         524,255,417        100.00%               20,800        0.00%                0          0.00%

Including,Votes by mid-small shareholders:




                                                                                                                4
M id-small
                           4,443,0617           99.95%                   20,800          0.05%                   0          0.00%
shareholders

      4.The meeting examined and adopted the Proposal on the Company’s election

      non-Independent Director of the 8th Board of director

             4.01 Zheng Bin was elected the 8th board of directors of non-independent Director;

                                                                                  Agreed to Number of shares

       Domestic holder                                                                                     479,824,800

       B-share holder                                                                                          33,928,873


       Total                                                                                               513,753,673


       Proportion of the total number of voting shares present at the meeting:97.99%

       Voting result                                                                                                 Pass

             4.02 Yang Yongming was elected the 8th board of directors of non-independent
      Director;

                                                                                  Agreed to Number of shares

       Domestic holder                                                                                     479,824,800

       B-share holder                                                                                          33,445,851

       Total                                                                                               513,270,651


       Proportion of the total number of voting shares present at the meeting:97.90%

       Voting result                                                                                                 Pass

             4.03 Ye Zhong was elected the 8th board of directors of non-independent Director;

                                                                                  Agreed to Number of shares

       Domestic holder                                                                                     479,824,800

       B-share holder                                                                                          33,552,918

       Total                                                                                               513,377,718


       Proportion of the total number of voting shares present at the meeting: 97.92%

       Voting result                                              Pass

             4.04 Wang Gang was elected the 8th board of directors of non-independent Director;

                                                                                  Agreed to Number of shares

       Domestic holder                                                                                     479,824,800


                                                                                                                       5
 B-share holder                                                                                       40,687,973

 Total                                                                                            520,512,773


 Proportion of the total number of voting shares present at the meeting:99.28%

 Voting result                                              Pass

     4.05 Kong Jianqiang was elected the 8th board of directors of non-independent
Director;

                                                                         Agreed to Number of shares

 Domestic holder                                                                                  479,824,800

 B-share holder                                                                                       33,426,918

 Total                                                                                            513,251,718


 Proportion of the total number of voting shares present at the meeting:97.90%

 Voting result                                                                                              Pass

     4.06 Li Guiwen was elected the 8th board of directors of non-independent Director.

                                                                         Agreed to Number of shares

 Domestic holder                                                                                  479,824,800

 B-share holder                                                                                       33,749,317


 Total                                                                                            513,574,117


 Proportion of the total number of voting shares present at the meeting:97.96%

 Voting result                                              Pass

     5. The meeting examined and adopted the Proposal on the Company’s election
Independent Director of the 8th Board of director
     5.01 Zhang Xiaoyan was elected the 8th board of directors of independent Director;

                                                                         Agreed to Number of shares

 Domestic holder                                                                                  479,824,800

 B-share holder                                                                                       33,112,924

 Total                                                                                            512,937,724


 Proportion of the total number of voting shares present at the meeting:97.84%

 Voting result                                              Pass

     5.02 Chen Danhong was elected the 8th board of directors of independent Director;



                                                                                                              6
                                                                         Agreed to Number of shares

 Domestic holder                                                                                  479,824,800

 B-share holder                                                                                       32,812,925

 Total                                                                                            512,637,725


 Proportion of the total number of voting shares present at the meeting:97.78%

 Voting result                                                                                              Pass

     5.03 Gu Xinjian was elected the 8th board of directors of independent Director;

                                                                         Agreed to Number of shares

 Domestic holder                                                                                  479,824,800

 B-share holder                                                                                       32,817,925


 Total                                                                                            512,642,725


 Proportion of the total number of voting shares present at the meeting:97.78%

 Voting result                                                                                              Pass

     5.04 Zhang Hejie was elected the 8th board of directors of independent Director.

                                                                         Agreed to Number of shares

 Domestic holder                                                                                  479,824,800

 B-share holder                                                                                       33,007,525

 Total                                                                                            512,832,325


 Proportion of the total number of voting shares present at the meeting:97.82%

 Voting result                                                                                              Pass

     6 . The meeting examined and adopted the Proposal on the Company’s election
Supervisor of the 8th supervisory committee
     6.01 Li Shijie was elected the 8th supervisor committee of Supervisor;

                                                                         Agreed to Number of shares

 Domestic holder                                                                                  479,824,800

 B-share holder                                                                                       32,993,855


 Total                                                                                            512,818,655


 Proportion of the total number of voting shares present at the meeting:97.81%

 Voting result                                                                                              Pass


                                                                                                              7
    6.02 Wang Xiaohui was elected the 8th supervisor committee of S upervisor;

                                                                       Agreed to Number of shares

 Domestic holder                                                                                  479,824,800

 B-share holder                                                                                       33,551,446


 Total                                                                                            513,376,246


 Proportion of the total number of voting shares present at the meeting:97.92%

 Voting result                                                                                              Pass

     6.03 Ying Gonghua was elected the 8th supervisor committee of Supervisor.

                                                                         Agreed to Number of shares

 Domestic holder                                                                                  479,824,800

 B-share holder                                                                                       32,973,177

 Total                                                                                            512,797,977


 Proportion of the total number of voting shares present at the meeting:97.81%

 Voting result                                                                                              Pass

IV. Legal Opinions from the Solicitors

1. Name of the law firm: Zhejiang Tianche Law Firm

2. Names of the lawyers: Yao Zhensong, Du Wen

3. Conclusive opinion: In the lawyers’ opinion, the convening and holding procedures, the

qualification of attendees, and voting procedures of the Second provisional Shareholders’ general

Meeting of 2019 was complying with the laws, regulations and the Articles of Association of the

Company. Therefore the resolutions are legal and valid.

V. Documents for Reference

1. Resolutions of the Second provisional Shareholders’ general Meeting of 2019 carrying the

signatures of the directors and secretary of Board;

2. Legal opinion issued by Zhejiang Tianche Law Firm on the shareholders’ meeting.



 This announcement is hereby made.

The Board of Directors of Hangzhou Steam Turbine Co., Ltd.

December 10, 2019




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