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杭汽轮B:2020年第一次临时股东大会决议公告(英文版)2020-11-26  

                        Stock Code: 200771        Stock ID: Hangqilun B        Announcement No. :2020-68




                            Hangzhou Steam Turbine Co., Ltd.
  Announcement of Resolutions of the First Provisional Shareholders' General
                                       Meeting of 2020



    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 of Holding the First Provisional shareholders’ general meeting of 2020 were released on
October 30 ,2020 with Securities Times, Shanghai Commercial Daily, Hong Kong Commercial
Daily, and http://www.cninfo.com.cn( Announcement No .:2020-64);

2. No proposal was rejected at the meeting.

3. No resolution of previous shareholders’ meeting was changed by this meeting;
4.As of the date of record for this shareholders’ general meeting, the total share capital of
Hangzhou Steam Turbine Co., Ltd (hereinafter referred to as "The Company") was 754,010,400
shares, of which 19,023,130 shares were still in the special securities account for stocks
repurchase. As the shares in the special account for stocks repurchase of the Listed Company do
not enjoy the voting rights of the shareholders' meeting, the total number of voting shares of the
Company is 734,987,270 shares.

I. Holding of the meeting

1. Time of the meeting:

(1) Time of the onsite meeting: November 25, 2020(Wednesday) 13:30;

(2)Time of voting through network: November 25,2020

Of which, Online voting through the trading system of SSE was 9:30~11:30, 13:00~15:00;

Votes can be made anytime between 9:15 to 15:00 through the online voting system provided by

SSE.

 2. Venue: Hangzhou Steam Turbine Co., Ltd. (No.1188 Dongxin Road, Hangzhou)

Meeting Room No. 6, Steam Turbine Power Building

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        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. Presenting of the meeting by shareholders
              Totally 169 shareholders and attorneys presented the meeting, representing 532,718,997
         shares, accounted of 72.48 % of the total voting shares.
              Among them there was 1 state-owned share holder holding 479,824,800 shares, accounted
         of 65.28% of the total voting shares; 168 B-stock holders, representing 52,894,197 shares,
         accounted of 7.20 % of total voting shares.
             Totally 62 shareholders and attorneys presented at the onsite meeting, representing
         507,847,615 shares, accounted of 69.10 % of total voting shares.
              107 shareholders presented the meeting by online voting system, representing 24,871,382
         shares accounted of 3.38 % 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 the Proposal on participation in the subscription of

        the convertible bonds of Hangzhou Bank
                                 In favor                          Objection                          Waive
                   Number of shares         Proportion   Number of shares    Proportion         Number of          Proportion
                                                                                                   shares
Domestic                   479,824,800       100.00%                   0         0.00%                   0            0.00%
shareholders
B-shareholders              47,774,493        90.32%            5,099,704        9.64%              20,000            0.04%
Total                      527,599,293        99.04%            5,099,704        0.96%              20,000            0.00%

                                                                                 Including: votes by mid-small shareholders:
                            47,774,493        90.32%            5,099,704        9.64%              20,000            0.04%
Mid-small

shareholders

        2. The meeting examined and adopted the Proposal on the proposed purchase of liability

        insurance of directors, supervisors and senior management personnel
                                 In favor                          Objection                          Waive
                   Number of shares         Proportion   Number of shares    Proportion         Number of          Proportion
                                                                                                   shares
Domestic                   479,824,800       100.00%                   0         0.00%                   0            0.00%
shareholders
B-shareholders              45,369,489        85.77%            7,081,794       13.39%            442,914             0.84%

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Total                     525,194,289         98.59%            7,081,794        1.33%            442,914             0.08%

                                                                                 Including: votes by mid-small shareholders:
                            45,369,489        85.77%            7,081,794       13.39%            442,914             0.84%
Mid-small

shareholders

        3. The meeting examined and adopted the Proposal on Confirming the Estimated Amount of

        Related Transactions of the Company of 2020

        The proposals of company's largest shareholder Hangzhou Steam Turbine Power Group Ltd. – the

        related party holding 479,824,800 shares, waived from the voting process. The results of voting

        by non-related shareholders are as the following:
                                 In favor                          Objection                          Waive
                   Number of shares         Proportion   Number of shares    Proportion         Number of          Proportion
                                                                                                   shares
Domestic
shareholders                          /              /                  /             /                  /                  /
B-shareholders              35,925,879        67.92%           16,899,918       31.95%              68,400            0.13%
Total                       35,925,879        67.92%           16,899,918       31.95%              68,400            0.13%

                                                                                 Including: votes by mid-small shareholders:
                            35,925,879        67.92%           16,899,918       31.95%              68,400            0.13%
Mid-small

shareholders

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

        of Association

             The above proposals are belong to special matters and shall be passed by more than two-third

        s of the voting rights held by shareholders attending the meeting.
                                 In favor                          Objection                          Waive
                   Number of shares         Proportion   Number of shares    Proportion         Number of          Proportion
                                                                                                   shares
Domestic                  479,824,800        100.00%                   0         0.00%                   0            0.00%
shareholders
B-shareholders              41,214,626        77.92%           11,541,794       21.82%            137,777             0.26%
Total                     521,039,426         97.81%           11,541,794        2.17%            137,777             0.03%

                                                                                 Including: votes by mid-small shareholders:
                            41,214,626        77.92%           11,541,794       21.82%            137,777             0.26%
Mid-small

shareholders

            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:


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     In the lawyers’ opinion, the convening and holding procedures, the qualification of attendees,
and voting procedures of the First Provisional Shareholders’ General Meeting of 2020 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 First Provisional Shareholders’ General Meeting of 2020 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.
                                                         November 25, 2020




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