Stock Code: 200771 Stock ID: Hangqilun B Announcement No.: 2021-51
Hangzhou Steam Turbine Co., Ltd.
Resolutions of the 14th Meeting of the 8th Term of Board
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 notice for calling of the 14th Meeting of the 8th term of Board of Hangzhou Steam Turbine
Co., Ltd. was served on July 10,2021, and the meeting was held in the morning of July 11, 2021 in
the meeting room No.304 of Steam turbine power Building of the Company. The meeting was held
by way of onsite meeting voting as well. All of the 9 directors attended the meeting and examined
and voted on the proposals on the meeting. Directors examined and voted on the proposals on the
meeting. The supervisors and senior executives of the Company observed the meeting. The meeting
procedures are legal and complying with the Company Law and Articles of Association. The
meeting was hosted by Chairman Zheng Bin.
The following proposals were examined at the meeting and passed by open ballot：
I. The Proposal on Appointment of Deputy General Manager of the Company
9 votes in favor, 0 objection, 0 waive, the proposal was adopted.
Please refer to Annex 1 for the resume of Mr. Wang Gang.
II.The Proposal on the Adjustment of the Company's Organizational Structure
9 votes in favor, 0 objection, 0 waive, the proposal was adopted.
The Company's organizational structure adjustment is detailed in Annex 2.
III. The Company's 2021 Restricted Stock Incentive Plan (Draft) and its summary
Zheng Bin, Yang Yongming , Ye Zhong and Wang Gang – the related directors, waived from
voting of this proposal. It was approved by 5 votes in favor, 0 objection and 0 waive. For details of
the proposal please refer to the announcement disclosed by the company on
http://www.cninfo.com.cn on July 12, 2021 (Announcement No.: 2021-53 and 2021-54).
IV. Administrative Measures for the Evaluation of the Implementation of the Company's
2021 Restricted Stock Incentive Plan
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Zheng Bin, Yang Yongming , Ye Zhong and Wang Gang – the related directors, waived from
voting of this proposal. It was approved by 5 votes in favor, 0 objection and 0 waive. For details of
the proposal please refer to the announcement disclosed by the company on
http://www.cninfo.com.cn on July 12, 2021 (Announcement No.: 2021-55).
V. The Proposal on requesting the general meeting of shareholders to authorize the board
of directors to handle matters related to the 2021 restricted stock incentive plan
In order to specifically implement the company's 2021 restricted stock incentive plan, the
company's board of directors requests the general meeting of shareholders to authorize the board of
directors to handle the following matters related to the company's 2021 restricted stock incentive
plan:
(A) Request the company’s general meeting of shareholders to authorize the board of directors
to be responsible for the specific implementation of the following matters of this incentive plan:
(1) Authorize the board of directors to determine the grant date of the restricted stock incentive
plan;
(2) Authorize the board of directors to adjust the number of restricted stocks in accordance with
the methods stipulated in the restricted stock incentive plan in the event of the Company's
conversion of capital reserves into additional capital stock, distribution of stock dividends, share
splits or share reductions, rights offering, etc.；
(3) Authorize the Board of Directors to adjust the grant price/repurchase price of restricted
shares according to the methods stipulated in the Restricted Stock Incentive Plan in the event of the
Company's conversion of capital reserves into additional share capital, distribution of stock
dividends, stock splits or share reductions, allotments, dividend payments, etc.;
(4) Authorize the board of directors to grant restricted stocks to incentive objects and handle all
matters necessary for granting restricted stocks when the incentive objects meet the conditions;
(5) Authorize the board of directors to review and confirm the incentive objects’ qualifications
and conditions for lifting sales restrictions, and handle all matters necessary for the incentive objects
to lift sales restrictions for eligible incentive objects;
(6) Authorize the board of directors to handle all the matters necessary for the repurchase and
cancellation of the restricted stocks when there are restricted stocks listed in the restricted stock
incentive plan that have not been lifted from sales restrictions for the incentive objects and needed to
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be repurchased;
(7) Authorize the board of directors to manage and adjust the company's restricted stock
incentive plan;
(8) Other necessary matters required to authorize the board of directors for implementing the
restricted stock incentive plan, except for those rights which are expressly provided by the relevant
legal documents to be exercised by the general meeting of shareholders.
(B) Authorize the board of directors to handle examination, registration, filing, approval, and
consent procedures with relevant governments and institutions for this incentive plan; and to sign,
implement, modify, and complete documents submitted to relevant governments, institutions,
organizations, and individuals; as well as modify the Company’s Articles of Association, handle the
registration of changes in the company’s registered capital; and make all actions that it considers
necessary, proper or appropriate in relation to this incentive plan.
(C) To submit to the general meeting of shareholders for the implementation of this incentive
plan, authorize the board of directors to engage receiving banks, accountants, lawyers, securities
companies and other intermediary agencies.
(D) To submit to the company’s general meeting of shareholders for approval that the period of
authorization to the board of directors is consistent with the validity period of this incentive plan.
Where in the above-mentioned authorized matters, except for matters that are clearly stipulated
in the laws, administrative regulations, China Securities Regulatory Commission rules, regulatory
documents, this restricted stock incentive plan or those need to be approved by the board of directors
expressly stipulated in the company’s Articles of Association, other matters may be directly
exercised by the chairman of the board of directors or by such appropriate person authorized by him
on behalf of the board of directors.
Zheng Bin, Yang Yongming , Ye Zhong and Wang Gang – the related directors, waived from
voting of this proposal. It was approved by 5 votes in favor, 0 objection and 0 waive.
The Board of Directors of Hangzhou Steam Turbine Co., Ltd.
July 12, 2021
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Attachment 1: Resumes of Mr.Wang Gang
Mr. Wang Gang, born in February 1972, member of the Communist Party of China,
postgraduate degree, Zhejiang University MBA, senior engineer. In 1993 the company entered the
company, served as the company organization personnel, a steam shop, security, securities laws and
regulations, operation and management department and other department heads, party secretary of
the party committee, discipline appoint secretary, trade union chairman. He was engaged the
secretary of the board of the Company on June 10,2017. He was elected as director of the 7th term of
board of directors on June 30, 2017. Currently is the 8th Director of the company.
Does not hold any shares of the Company; has no affiliated relationship with other directo rs, su
pervisors and senior management who hold more than 5% of the company’s share; there is no situati
on where no one can be nominated as a senior management, and has not been punished by the China
Securities Regulatory Commission and other relevant departments and the stock exchange; Not class
ified as a dishonest person to be executed; a qualification that meets the requirements of relevant law
s, administrative regulations, departmental regulations, regulatory documents, the "Stock Listing Rul
es" and other r elevant regulations of the Exchange.
Attachment 2: The company's organizational structure adjustment
According to the company's "14th Five-Year Plan" strategic plan and corporate development
requirements, some of the company's institutions have been adjusted:
1. Revocation of "Securities Regulations Division" and "Party and Administration Office";
2. Establish "Office", "Party Building Work Department", "Disciplinary Committee Office",
"Board Office", and "Legal Affairs Office";
3. Establish "Advanced Power Research Institute", which administrates: Institute Office,
General Technology Research Institute, Strength Material Research Institute, Compressor
Technology Research Institute, Combustion Technology Research Institute, Turbine Technology
Research Institute, Device System Research Institute, Comprehensive Energy Research Institute;
4. Cancel the Gas Turbine Research Institute subordinated to the Industrial Turbine Research
Institute.
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