Stock Code: 200771 Stock ID: Hangqilun B Announcement No. 2019-04
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.
The Proposal of Revising the Articles of Association of the Company was considered and
approved at the 28th meeting of the seventh Board of Directors of Hangzhou Steam Turbine Co.,
Ltd (hereinafter referred to as "the Company") held on January 8, 2019, and the Proposal has yet
to be submitted to the Company's first provisional shareholders’ general meeting in 2019 for
consideration.
According to "The Company Law of the People's Republic of China" revised on October 26,
2018, and the relevant provisions of the China Securities Regulatory Commission and Shenzhen
Stock Exchange and other rules, the Company-in accordance with the actual situation of the
Company-carried out the revision for part of the provisions and contents of the "Articles of
Association of the Company", with the amendments are as follows:
Original contents Revised to
Article 25. Article 25.
The Company may repurchase shares issued previously The Company may repurchase shares issued previously
under following circumstances, but shall following the under following circumstances, but shall following the
procedures as provided by the Company Law, related procedures as provided by the Company Law, related
regulations, as well as this Articles of Association: regulations, as well as this Articles of Association:
(I) Reducing of registered capital; （I） Reducing of registered capital;
(II) To merge with another company holding shares of the (II)To merge with another company holding shares of the
Company; Company;
(III) To award bonus shares to employees of the
(III) Use the shares for employee stock ownership plans or
Company;
equity incentives;
(IV) When a shareholder requires the Company to
repurchase the shares he/she is holding for he/she is （IV）When a shareholder requires the Company to
holding dissent opinion on any resolutions adopted by
the shareholders’ meeting regarding merger or splitting repurchase the shares he/she is holding for he/she is
of the Company； holding dissent opinion on any resolutions adopted by
the shareholders’ meeting regarding merger or splitting
The Company shall not trade the Company’s shares of the Company;
under any circumstance other than the above.
(V) Use the shares for converting into the stock-convertible
company bonds issued by the listed company;
(VI) Necessarily needed for maintaining the Company's value
and the shareholders' rights and interests;
The Company shall not trade the Company’s shares
under any circumstance other than the above.
Article 26. Entities may purchase the Company’s shares by one Article 26. Entities may purchase the Company’s shares by one
of the following means: of the following means:
(I) Bidding in the stock exchange; (I) Bidding in the stock exchange;
(II) Direct offer; (II) Direct offer;
(III) Other means as approved by China Securities (III) Other means as approved by China Securities
Regulatory Commission. Regulatory Commission.
Where the Company purchases the shares of the Company due
to the circumstances prescribed in article 25 (III), (V) and (VI)
of the articles of association, it shall do so through an open
centralized trading method.
Article 27. Repurchases done by means as described in Article Article 27. Repurchases done by means as described in
25 (I) – (III) shall be subject to the approval of the shareholders’ Article 25 (I) – (II) shall be subject to the approval of the
general meeting. The shares purchased upon Article 25 (I) shall
shareholders’ general meeting.Where the Company purchases
be deregistered in 10 days since it has been done. Whereas upon
Article 25 (II) and (IV) shall be transferred or deregistered in 6 the shares of the Company due to the circumstances prescribed
months since it is done. in article 25 (III), (V) and (VI) of the articles of association, it
Amount of shares repurchased by the Company under the
shall do so through an open centralized trading method. It shall
circumstances described in Article 25(III) shall not be greater
need a resolution of the board meeting which shall be attended
than 5% of total capital shares the Company had issued. Fund
used to repurchase shall be paid by profit of the Company after by more than two thirds of the directors.
tax, and the shares repurchased shall be transferred to The shares purchased upon Article 25 (I) shall be
employees within one year. deregistered in10ays since it has been done.Whereas upon
Article 25 (II) and（IV）shall be transferred or deregistered in 6
months since it is done. Whereas upon Article 25 (III),(V) and
(VI), The total number of shares of the Company held by the
Company shall not exceed 10% of the total issued shares of the
Company and shall be transferred or written off within three
years.
Article 47. Shareholders’ Meeting is the decision Article 47. Shareholders’ Meeting is the decision
making body with the following powers: making body with the following powers:
(I) To decide the external business strategy and investment (I) To decide the external business strategy and investment
projects. projects.
... ...
(XVIII)
(XVIII) The acquisition plan of the shares of the Company
To examine other issues as stipulated by the laws, regulations,
documents, or this Articles of Association to be decided by the shall be considered and approved in accordance with the
Shareholders’ Meeting.
The above powers of the Shareholders’ Meeting shall not be circumstances stipulated in items (1) and (II) of Article 25 of
authorized to the Board or any otherorganizations or individuals.
these Articles of Association;
(XIX)
To examine other issues as stipulated by thelaws, regulations,
documents, or this Articles of Association to be decided by the
Shareholders’ Meeting.
The above powers of the Shareholders’ Meeting shall not be
authorized to the Board or any otherorganizations or individuals.
Article 114. The Board of Directors are entitled the following Article 114. The Board of Directors are entitled the following
powers: powers:
(I) To convene the Shareholders’ Meeting and report to the (I) To convene the Shareholders’ Meeting and report to the
Shareholders’ Meeting. Shareholders’ Meeting.
... ...
(VII) To produce plans regarding major acquisition,
(VII) To formulate a plan for the Company to acquire shares of
repurchasing of the Company’s stocks, merging,
the company due to the conditions stipulated in items (1) and
separation, dismissing of the Company, or changing of
the Company’s organization form. (II) of Article 25 of the Articles of Association;
(VIII) Under authorization of the Shareholders’ (VIII) to make a resolution on the acquisition of shares of the
Meeting, to decide upon issues such as external
Company by the Company due to the conditions stipulated in
investment, purchasing of assets, pledging of assets,
external guarantee issues, outsourced financing, and items (III), (V) and (VI) of Article 25 of the Articles of
related transactions. Association;
...
...
(XVI) To execute other duties assigned by the laws,
(XVIII) To execute other duties assigned by the laws,
administrative rules, department regulations and the
Articles of Association. administrative rules, department regulations and the
Articles of Association.
This announcement is hereby made.
The Board of Directors of Hangzhou Steam Turbine Co., Ltd.
January 9，2019
