Stock Code: 200771 Stock ID: Hangqilun B Announcement No.: 2022-61
Hangzhou Steam Turbine Co., Ltd.
Proposal on Changing the Name and Registered Capital of the Company and Amending the
Articles of Association
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.
On July 1, 2022, the 26th meeting of the 8th Board of Directors was held, and the Proposal on
Changing the Company Name and Registered Capital and Amending the Articles of Association
was reviewed and approved. This proposal needs to be submitted to the General Meeting of
Shareholders of the company for review. The specific matters is as follows:
I. About the change of company name
In order to further focus on the main business, the company completed the acquisition of part
equity assets of subsidiaries of Hangzhou Steam Turbine Power Group Co., Ltd., the controlling
shareholder, in November 2021. In order to effectively utilize the brand influence of "Hangzhou
Turbine Group" and meanwhile inherit the development history of "Hangzhou Turbine Group", the
company plans to change its name as follows:
Before change After change
HANGZHOU STEAM TURBINE CO.,LTD. HANGZHOU STEAM TURBINE POWER GROUP CO.,LTD.
The above name is subject to the final approval by the industry and commerce.
II. About the change of registered capital
According to the Profit Distribution Plan for 2021, based on the company's total capital stock
of 754,010,400 shares at the end of 2021 excluding the 111,800 repurchased stock shares as of the
date of record for distribution of equity, that is 753,898,600 shares as the base, the company
distributed cash dividend of RMB 4.0 (including tax) and bonus shares of 3 shares (including tax) to
all shareholders for every 10 shares, instead of converting reserve fund into capital stock. The
company has completed the above equity distribution on May 26, 2022. The total capital stock of the
Company was 754,010,400 shares before dividend distribution, and it increased to 980,179,980
shares after dividend distribution. Based on the above matters, the company needs to change its
registered capital to RMB 980,179,980.
III. About the amendment of the Articles of Association
Due to the change of company name and registered capital, and in order to implement the China
Securities Regulatory Commission’s "Guidelines for the Articles of Association of Listed Companies
(Revised in 2022)" and the state-owned assets regulatory agency’s requirements for the authorized
management of the board of directors, the Company plans to revise the relevant provisions of the
"Articles of Association" accordingly. Please refer to the attachment for the revised content.
The Board of Directors of Hangzhou Steam Turbine Co., Ltd.
July 2, 2022
Annex: Amendments to the Articles of Association
No Before amendment After amendment
1 Article 1 In order to protect the legitimate rights and interests Article 1 In order to protect the legitimate rights and interests
of the company, its shareholders and creditors, and standardize of the company, its shareholders and creditors, and standardize
the organization and behavior of the company, these Articles the organization and behavior of the company, these Articles
of Association are formulated in accordance with the of Association are formulated in accordance with the
Company Law of the People's Republic of China, the Company Law of the People's Republic of China, the
Securities Law of the People's Republic of China, the Listing Securities Law of the People's Republic of China, the Listing
Rules of Shenzhen Stock Exchange, the Guidelines for Rules of Shenzhen Stock Exchange, the Guidelines for
Standardized Operation of Listed Companies on the Main Standardized Operation of Listed Companies on the Main
Board of Shenzhen Stock Exchange, the Listed Companies on Board of Shenzhen Stock Exchange, the Guidelines for
the Main Board and other relevant regulations, and in Self-regulation of Listed Companies of Shenzhen Stock
combination with the specific conditions of the company. Exchange No.1-Standardized Operation of Listed
Companies on the Main Board and other relevant regulations,
and in combination with the specific conditions of the
company.
2 Article 2 According to the Company Law and the Constitution Article 2 According to the Company Law and the Constitution
of the Communist Party of China, The party organization has a of the Communist Party of China, the company establishes
legal position in the corporate governance structure, and plays the Communist Party organization and carries out the party
a leading and political core role. activities. The Company provides necessary conditions for
the activities of the party organization. The party
organization has a legal position in the corporate governance
structure, and plays a leading and political core role.
3 Paragraph 2 of Article 4 The Company is a joint stock Paragraph 2 of Article 4 The Company is a joint stock
limited company exclusively promoted by Hangzhou Steam limited company exclusively promoted by Hangzhou Steam
Turbine Power Group Co., Ltd. (hereinafter referred to as the Turbine Power Group Co., Ltd. (hereinafter referred to as the
"Promoter"), approved by the Securities Commission of the "Promoter"), approved by the Securities Commission of the
State Council in ZF [1998] No.8 document, and established by State Council in ZF [1998] No.8 document, and established by
raising domestic listed foreign shares (B shares). The raising domestic listed foreign shares (B shares). The
Company was incorporated on April 23, 1998, and listed on Company was incorporated on April 23, 1998, and listed on
Shenzhen Stock Exchange on April 28, 1998. On December 2, Shenzhen Stock Exchange on April 28, 1998. On December 2,
1998, the Company was approved by the Ministry of Foreign 1998, the Company was approved by the Ministry of Foreign
Trade and Economic Cooperation of China in [1998] Trade and Economic Cooperation of China in [1998]
WJMZEH Zi No.745 document as a joint stock limited WJMZEH Zi No.745 document as a joint stock limited
company with foreign investment. It is a Sino-foreign joint company with foreign investment. It is a Sino-foreign joint
stock limited company established by raising foreign shares (B stock limited company established by raising foreign shares (B
shares) listed in China. Authorized by the Administration for shares) listed in China. Authorized by the Administration for
Industry and Commerce of the People's Republic of China, the Industry and Commerce of the People's Republic of China, the
company is registered by Zhejiang Provincial Administration company is registered by Zhejiang Market Supervision and
for Industry and Commerce, and has become an enterprise Administration, and has become an enterprise legal person in
legal person in China. China.
4 Paragraph 2 of Article 5 After the profit distribution plan Paragraph 2 of Article 5 After the profit distribution plan
approved by the company at the 2011 Annual General approved by the company at the 2021 Annual General
Meeting of Shareholders was implemented with 2 shares Meeting of Shareholders was implemented with 3 shares
distributed for every 10 shares, the company's capital stock distributed for every 10 shares, the company's capital stock
increased to 754,010,400 shares, of which 479,824,800 shares increased to 980,179,980 shares, of which 623,772,240
were national legal person shares, accounting for 63.64% of shares were national legal person shares, accounting for
the total capital stock; The domestic listed foreign shares (B 63.64% of the total capital stock; The domestic listed foreign
shares) were changed to 274,185,600 shares, accounting for shares (B shares) were changed to 356,407,740 shares,
36.36% of the total capital stock. accounting for 36.36% of the total capital stock.
5 Article 6 The registered name of the company: Article 6 The registered name of the company:
Chinese name of the company: 杭州汽轮机股份有限公司 Chinese name of the company: 杭州汽轮动力集团股份有限
English name of the company: HANGZHOU STEAM 公司
TURBINE CO.，LTD. English name of the company: HANGZHOU STEAM
TURBINE POWER GROUP CO.,LTD.
6 Article 8 The registered capital of the company is RMB Article 8 The registered capital of the company is RMB
754,010,400 (including: the increased registered capital of 980,179,980 (including: the increased registered capital of
RMB 125,668,400 after the implementation of the distribution RMB 226,169,580 after the implementation of the
plan of 2 shares for every 10 shares adopted by the 2011 distribution plan of 3 shares for every 10 shares adopted by
Annual General Meeting of Shareholders). the 2021 Annual General Meeting of Shareholders).
7 Article 16 The stock of the company are in the form of shares, Article 16 The stock of the company are in the form of
and the shares are registered. shares.
8 Article 18 The face value of the shares issued by the company Article 18 The face value of the shares issued by the
is indicated in RMB. The par value of each share is RMB 1. company is indicated in RMB.
9 Article 21 The share capital structure of the company is: The Article 21 The share capital structure of the company is: The
total capital stock is 754,010,400 shares, of which the total capital stock is 980,179,980 shares, of which the
promoter holds 479,824,800 state shares (including: the promoter holds 623,772,240 state shares (including: the
increased 79,970,800 shares after the implementation of the increased 143,947,440 shares after the implementation of
distribution plan of 2 shares for every 10 shares in 2011), the distribution plan of 3 shares for every 10 shares in 2021),
accounting for 63.64% of the total capital stock; The domestic accounting for 63.64% of the total capital stock; The domestic
listed foreign shares (B shares) are 274,185,600 shares listed foreign shares (B shares) are 356,407,740 shares
(including the increased 45,697,600 shares after the (including the increased 82,222,140 shares after the
implementation of the distribution plan of 2 shares for every implementation of the distribution plan of 3 shares for every
10 shares in 2011), accounting for 36.36% of the total capital 10 shares in 2021), accounting for 36.36% of the total capital
stock. stock.
10 Article 25 Under the following circumstances, other Article 25 Other companies shall not purchase the shares of
companies may purchase the shares of the company in the company. However, except for one of the following
accordance with laws, administrative regulations, circumstances:
departmental rules and these Articles of Association: (I) Decrease the registered capital of the company;
(I) Decrease the registered capital of the company; (II) Merge with other companies holding shares of the
(II) Merge with other companies holding shares of the Company;
Company; (III) Use shares for employee stock ownership plan or
(III) Use shares for employee stock ownership plan or equity incentive;
equity incentive; (IV) The shareholders demand the company to purchase
(IV) The shareholders demand the company to purchase their shares due to their disagreement with the resolution on
their shares due to their disagreement with the resolution on merger and division made at the General Meeting of
merger and division made at the General Meeting of Shareholders;
Shareholders; (V) Use shares to convert corporate bonds issued by
(V) Use shares to convert corporate bonds issued by listed companies that can be converted into shares;
listed companies that can be converted into shares; (VI) Required by the company to protect the company's
(VI) Required by the listed company to protect the value and shareholders' rights and interests.
company's value and shareholders' rights and interests.
11 Article 26 Other companies may choose one of the following Article 26 Other companies may purchase the shares of the
ways to acquire the shares of the company: Company through open centralized trading or other methods
(I) By centralized bidding in the stock exchange; approved by laws, administrative regulations and CSRC.
(II) By offer;
(III) By other methods recognized by China Securities
Regulatory Commission (CSRC).
12 Paragraphs 1 and 2 of Article 31 Paragraphs 1 and 2 of Article 31 If the shareholders,
If the Company's directors, supervisors, senior management directors, supervisors and senior management personnel of the
personnel and shareholders holding more than 5% of the Company who hold more than 5% of the Company's shares
Company's shares sell their shares of the Company within 6 sell such shares or other securities with equity nature within 6
months after buying them, or buy such shares again within 6 months after buying them, or buy them again within 6 months
months after selling them, the proceeds therefrom will be after selling them, the proceeds therefrom will be owned by
owned by the Company, and the Board of Directors of the the Company, and the Board of Directors of the Company will
Company will recover such proceeds. However, if the security recover such proceeds. However, except that the security
company holds more than 5% of the shares due to the company holds more than 5% of the shares due to the
underwriting of the surplus stocks purchased after the sale, the underwriting of the after-sales surplus stocks, and other
sale of such shares is not subject to the 6-month restriction. circumstances stipulated by the CSRC.
As mentioned in the preceding paragraph, the shares or
other securities with equity nature held by directors,
supervisors, senior management personnel and natural
person shareholders include the shares or other securities
with equity nature held by their spouses, parents and
children and those held by other people's accounts.
13 Article 32 The Party Committee (Commission for Discipline Article 32 The Party Committee (Commission for Discipline
Inspection) of the company consists of the secretary, deputy Inspection) of the company consists of the secretary, deputy
secretary and members. The secretary, deputy secretary and secretary and members. The secretary, deputy secretary and
members shall be elected by the party members' congress of members shall be elected by the party members' congress of
the company and reported to the superior party organization the company and reported to the superior party organization
for approval, or appointed by the superior party organization. for approval, or appointed by the superior party organization.
The term of office of the Party Committee (Commission for The term of office of the Party Committee (Commission for
Discipline Inspection) and the general election shall be subject Discipline Inspection) and the general election shall be subject
to the provisions of the Constitution of the Communist Party of to the provisions of the Constitution of the Communist Party of
China and the Regulations on the Election of Locals China and the Regulations on the Election of Grassroots
Organizations in the Communist Party of China. Organizations in the Communist Party of China.
14 Article 47 The General Meeting of Shareholders is the Article 47 The General Meeting of Shareholders is the
authority of the company, and shall exercise the following authority of the company, and shall exercise the following
powers according to law: powers according to law:
(XIV) Review and approve the company's acquisition (XIV) Review and approve the company's acquisition
and sale of major assets, major foreign investments and other and sale of major assets, major foreign investments and other
major transactions, including: major transactions, including:
1. Those in which the total assets involved in the 1. Those in which the total assets involved in the
transaction account for more than 30% of the company's latest transaction account for more than 30% of the company's latest
audited total assets; audited total assets, If the total assets involved in the
2. Those in which the related operating income of the transaction have both book value and evaluation value, the
transaction object (such as equity) in the latest fiscal year higher one shall prevail;
accounts for more than 30% of the audited operating income 2. Those in which the net assets involved in the subject
of the company in the latest fiscal year, and the absolute matter of the transaction (such as equity) account for more
amount exceeds RMB 50 million; than 30% of the company's latest audited net assets, and the
3. Those in which the related net profit income of the absolute amount exceeds RMB 50 million. If the net assets
transaction object (such as equity) in the latest fiscal year involved in the transaction have both book value and
accounts for more than 30% of the audited operating income evaluation value, the higher one shall prevail;
of the company in the latest fiscal year, and the absolute 3. Those in which the related Net profit income of the
amount exceeds RMB 5 million; transaction object (such as equity) in the latest fiscal year
4. The transaction amount (including debts and expenses) accounts for more than 30% of the audited operating income
accounts for more than 30% of the latest audited net assets of of the company in the latest fiscal year, and the absolute
the company, and the absolute amount exceeds RMB 50 amount exceeds RMB 5 million;
million; 4. Those in which the related operating income of the
5. The profit generated from the transaction accounts for transaction object (such as equity) in the latest fiscal year
more than 30% of the audited net profit of the company in the accounts for more than 30% of the audited operating income
latest fiscal year, and the absolute amount exceeds RMB 5 of the company in the latest fiscal year, and the absolute
million. amount exceeds RMB 50 million;
If the data involved in the above index calculation is 5. The transaction amount (including debts and expenses)
negative, take its absolute value for calculation. accounts for more than 30% of the latest audited net assets of
(XV) Review and approve the related-party transaction the company, and the absolute amount exceeds RMB 50
items with a total amount of transactions between the million;
company and related parties (excluding cash assets and 5. The profit generated from the transaction accounts for
guarantees) of more than RMB 30 million, accounting for more than 30% of the audited net profit of the company in the
more than 5% (including 5%) of the absolute value of the latest fiscal year, and the absolute amount exceeds RMB 50
latest audited net assets of the company. million.
(XVI) Review and approve the change of purpose of the If the data involved in the above index calculation is
raised funds; negative, take its absolute value for calculation.
(XVII) Review the equity incentive plan; (XV) Review and approve the related-party transaction
(XVIII) Review and approve the plan to acquire the items with a total amount of transactions between the
shares of the Company according to the circumstances company and related parties (excluding cash assets and
specified in Items (1) and (2) of Article 25 of these Articles of guarantees) of more than RMB 30 million, accounting for
Association; more than 5% (including 5%) of the absolute value of the
（XIX) Review other matters that should be decided by latest audited net assets of the company.
the General Meeting of Shareholders according to laws, (XVI) Review and approve the change of purpose of the
administrative regulations, departmental rules or these raised funds;
Articles of Association. (XVII) Review the equity incentive plan and employee
stock ownership plan;
(XVIII) Review and approve the plan to acquire the
shares of the Company according to the circumstances
specified in Items (1) and (2) of Article 25 of these Articles of
Association;
(XIX) Review and approve the items of the company's
donation with a donation amount of more than RMB 2
million.
(XX) Review other matters that should be decided by the
General Meeting of Shareholders according to laws,
administrative regulations, departmental rules or these
Articles of Association.
15 Article 48 The following external guarantees of the company Article 48 The following external guarantees of the company
shall be reviewed and approved by the General Meeting of shall be reviewed and approved by the General Meeting of
Shareholders. Shareholders.
(I) The guarantee with a guarantee amount exceeding (I) Any guarantee provided after the total external
10% of the company's latest audited net assets; guarantee by the company and its holding subsidiaries
(II) Any guarantee provided after the total external exceeds 50% of the company's latest audited net assets;
guarantee by the company and its holding subsidiaries exceeds (II) Any guarantee provided after the total external
50% of the company's latest audited net assets; guarantee by the company exceeds 30% of the company's
(III) The guarantee provided for the guarantee object latest audited total assets;
whose asset-liability ratio exceeds 70%; (III) The guarantee of the company with a guarantee
(IV) The guarantee whose amount exceeds 30% of the amount exceeding 30% of the company's latest audited total
company's latest audited total assets for twelve consecutive assets within one year;
months; (IV) The guarantee provided for the guarantee object
(V) The guarantee whose amount exceeds 50% of the whose asset-liability ratio exceeds 70%;
company's latest audited net assets and the absolute amount (V) The guarantee with a guarantee amount exceeding
exceeds RMB 50 million within 12 consecutive months; 10% of the company's latest audited net assets;
(VI) The guarantee provided to shareholders, actual (VI) The guarantee provided to shareholders, actual
controllers and their affiliates; controllers and their affiliates.
(VII) Other guarantees stipulated by Shenzhen Stock (VII) Other guarantees stipulated by CSRC and
Exchange. Shenzhen Stock Exchange.
Where the General Meeting of Shareholders and the
Board of Directors approves the external guarantee authority
and violates the approval authority and review procedures,
the relevant responsible subjects shall be held accountable.
16 Paragraph 2 of Article 51 The General Meeting of Paragraph 2 of Article 51 The General Meeting of
Shareholders will be held in the form of on-site meeting at a Shareholders will be held in the form of on-site meeting at a
specified venue. The Company will also provide network or specified venue. The Company will also provide online
communication methods to facilitate shareholders' voting to facilitate shareholders' participation in the General
participation in the General Meeting of Shareholders. Meeting of Shareholders. Shareholders who attend the
When the General Meeting of Shareholders of the company is General Meeting of Shareholders in the above-mentioned
held, besides on-site voting, online voting service for General ways shall be deemed to be present.
Meeting of Shareholders shall be provided.
17 Article 55 Shareholders who individually or collectively hold Article 55 Shareholders who individually or collectively hold
more than 10% of the company's shares for more than 90 more than 10% of the company's shares have the right to
consecutive days have the right to request the Board of request the Board of Directors to convene an Extraordinary
Directors to convene an Extraordinary General Meeting of General Meeting of Shareholders, which shall be proposed to
Shareholders, which shall be proposed to the Board of the Board of Directors in writing. The Board of Directors
Directors in writing. The Board of Directors shall, in shall, in accordance with laws, administrative regulations and
accordance with laws, administrative regulations and these these Articles of Association, give written feedback on
Articles of Association, give written feedback on whether to whether to agree with the convening of the Extraordinary
agree with the convening of the Extraordinary General General Meeting of Shareholders within 10 days after
Meeting of Shareholders within 10 days after receiving the receiving the request.
request. If the Board of Directors agrees to convene an
If the Board of Directors agrees to convene an Extraordinary General Meeting of Shareholders, it shall issue
Extraordinary General Meeting of Shareholders, it shall issue a notice on convening the General Meeting of Shareholders
a notice on convening the General Meeting of Shareholders within 5 days after the resolution of the Board of Directors is
within 5 days after the resolution of the Board of Directors is made. The change of the original request in the notice shall be
made. The change of the original request in the notice shall be approved by the relevant shareholders.
approved by the relevant shareholders. If the Board of Directors does not agree to convene an
Shareholders who individually or collectively hold more Extraordinary General Meeting of Shareholders, or fails to
than 10% of the company's shares for more than 90 give feedback within 10 days after receiving the request,
consecutive days have the right to propose to the Board of shareholders who individually or collectively hold more than
Supervisors to convene an Extraordinary General Meeting of 10% of the company's shares have the right to propose to the
Shareholders, which shall be made in a written request to the Board of Supervisors to convene an Extraordinary General
Board of Supervisors. Meeting of Shareholders, which shall be proposed in a written
If the Board of Supervisors agrees to convene an request to the Board of Supervisors.
Extraordinary General Meeting of Shareholders, it shall issue If the Board of Supervisors agrees to convene an
a notice on convening the General Meeting of Shareholders Extraordinary General Meeting of Shareholders, it shall issue
within 5 days after receiving the request, and the change of the a notice on convening the General Meeting of Shareholders
original request in the notice shall be approved by the relevant within 5 days after receiving the request, and the change of the
shareholders. original request in the notice shall be approved by the relevant
If the Board of Supervisors fails to issue the notice on the shareholders.
General Meeting of Shareholders within the prescribed time If the Board of Supervisors fails to issue the notice on the
limit, it shall be deemed that the Board of Supervisors fails to General Meeting of Shareholders within the prescribed time
convene and preside over the General Meeting of limit, it shall be deemed that the Board of Supervisors fails to
Shareholders. Shareholders who hold more than 10% of the convene and preside over the General Meeting of
company's shares individually or collectively for more than 90 Shareholders. Shareholders who hold more than 10% of the
consecutive days may convene and preside over the meeting company's shares individually or collectively for more than 90
by themselves. consecutive days may convene and preside over the meeting
by themselves.
18 Article 56 Or if the Board of Supervisors decides to convene Article 56 If the Board of Supervisors or shareholders decide
the General Meeting of Shareholders by itself, it shall notify to convene the General Meeting of Shareholders by
the Board of Directors in writing, and at the same time, it shall themselves, they shall notify the Board of Directors in writing
be filed with Zhejiang Supervision Bureau of CSRC where the and file with Shenzhen Stock Exchange at the same time.
company is located and Shenzhen Stock Exchange. Before the announcement of the resolution of the General
Before the announcement of the resolution of the General Meeting of Shareholders, the shareholding ratio of the
Meeting of Shareholders, the shareholding ratio of the convening shareholders shall not be less than 10%.
convening shareholders shall not be less than 10%. When the Board of Supervisors or the convening
The convening shareholders shall submit relevant shareholders send out the notice on General Meeting of
certification materials to Zhejiang Supervision Bureau of Shareholders and the announcement of the resolutions of
CSRC where the company is located and Shenzhen Stock the General Meeting of Shareholders, they shall submit
Exchange when the notice on General Meeting of relevant certification materials to Shenzhen Stock
Shareholders and the announcement of resolutions of General Exchange.
Meeting of Shareholders are issued.
19 Article 62 The notice on General Meeting of Shareholders Article 62 The notice on General Meeting of Shareholders
includes the following contents: includes the following contents:
(I) The time, place and duration of the meeting; (I) The time, place and duration of the meeting;
(II) The matters and proposals submitted for review at (II) The matters and proposals submitted for review at
the meeting; the meeting;
(III) The following content shall be specified in notable (III) The following content shall be specified in notable
words: All shareholders have the right to attend the General words: All shareholders have the right to attend the General
Meeting of Shareholders, and can entrust an agent who may Meeting of Shareholders, and can entrust an agent who may
not be a shareholder of the company in writing to attend and not be a shareholder of the company in writing to attend and
vote at the meeting; vote at the meeting;
(IV) The date of record of the shareholder entitled to (IV) The date of record of the shareholder entitled to
attending the General Meeting of Shareholders; attending the General Meeting of Shareholders;
(V) The name and telephone number of the permanent (V) The name and telephone number of the permanent
meeting contact. meeting contact.
The notice on General Meeting of Shareholders and (VI) The voting time and voting procedure through
supplementary notice shall fully and completely disclose all online or other ways.
the specific contents of all proposals. If the matters to be
discussed require the opinions of independent directors, the
opinions and reasons of independent directors will be
disclosed at the same time when the notice on General
Meeting of Shareholders or supplementary notice is issued.
The voting time in the Internet voting system of the
General Meeting of Shareholders starts at 9: 15 am on the day
of General Meeting of Shareholders and ends at 3: 00 pm on
the day of on-site General Meeting of Shareholders.
The interval between date of record and the date of
on-site meeting shall be no less than 2 trading days and no
more than 7 trading days. The date of record shall not be
changed once confirmed.
20 Paragraph 2 of Article 74 The General Meeting of Paragraph 2 of Article 74 The General Meeting of
Shareholders convened by the Board of Supervisors shall be Shareholders convened by the Board of Supervisors shall be
presided over by the chairman of the Board of Supervisors. If presided over by the chairman of the Board of Supervisors. If
the chairman of the Board of Supervisors is unable to perform the chairman of the Board of Supervisors is unable to perform
his/her duties or fails to perform his/her duties, the chairman his/her duties or fails to perform his/her duties, the chairman
of the Board of Supervisors shall appoint a supervisor to of the Board of Supervisors shall appoint a supervisor to
preside over the meeting. preside over the meeting. If the chairman of the Board of
Supervisors is not appointed, it shall be presided over by a
supervisor jointly elected by more than half of the
supervisors.
21 Paragraph 2 of Article 82 Ordinary resolutions made at the Paragraph 2 of Article 82 Ordinary resolutions made at the
General Meeting of Shareholders shall be approved by more General Meeting of Shareholders shall be approved by more
than half of the voting rights held by shareholders (including than half of the voting rights held by shareholders (including
shareholders' agents) present at the General Meeting of shareholders' agents) present at the General Meeting of
Shareholders. Shareholders.
22 Article 84 The following matters shall be approved by a Article 84 The following matters shall be approved by a
special resolution at the General Meeting of Shareholders: special resolution at the General Meeting of Shareholders:
(I) Increase or decrease of registered capital of the (I) Increase or decrease of registered capital of the
company; company;
(II) Division, merger, dissolution and liquidation of the (II) Division, split-up, merger, dissolution and
company; liquidation of the company;
(III) Amendments to these Articles of Association; (III) Amendments to these Articles of Association;
(IV) Where the company purchases or sells major assets (IV) Where the company purchases or sells major assets
or the guarantee amount exceeds 30% of the latest audited or the guarantee amount exceeds 30% of the latest audited
total assets of the company within one year; total assets of the company within one year;
(V) The equity incentive plan; (V) The equity incentive plan;
(VI) Revision of the dividend policy of the company; (VI) Revision of the dividend policy of the company;
(VII) Other matters stipulated by laws, administrative (VII) Other matters stipulated by laws, administrative
regulations or these Articles of Association, as well as those regulations or these Articles of Association, as well as those
that the General Meeting of Shareholders determines by that the General Meeting of Shareholders determines by
ordinary resolutions to have a significant impact on the ordinary resolutions to have a significant impact on the
company and need to be approved by special resolutions. company and need to be approved by special resolutions.
23 Article 85 Shareholders (including shareholders' agents) Article 85 Shareholders (including shareholders' agents)
exercise their voting rights by the amount of voting shares they exercise their voting rights by the amount of voting shares they
represent, one vote for each share. represent, one vote for each share.
The shares of the Company held by the company have no When the General Meeting of Shareholders reviews
voting rights, and these shares are not included in the total major issues affecting the interests of small and
number of shares with voting rights of shareholders attending medium-sized investors, the votes of small and medium-sized
the General Meeting of Shareholders. investors shall be counted separately. The results of
The Board of Directors, independent directors and separately vote counting shall be publicly disclosed in a
shareholders who meet the relevant requirements can solicit timely manner.
the voting rights of shareholders. The shares of the Company held by the company have no
voting rights, and these shares are not included in the total
number of shares with voting rights of shareholders attending
the General Meeting of Shareholders.
If a shareholder purchases the shares with voting rights
of the company in violation of the provisions of the first and
second paragraphs of Article 63 of the Securities Law, no
voting rights shall be exercised on the shares exceeding the
prescribed proportion within 36 months after the purchase,
and such shares shall not be included in the total number of
shares with voting rights of shareholders attending the
General Meeting of Shareholders.
The company's Board of Directors, independent
directors, shareholders holding 1% of the voting shares or
investor protection institutions established in accordance
with laws, administrative regulations or the provisions of
CSRC may publicly solicit shareholders' voting rights.
When soliciting shareholders' voting rights, information
such as specific voting intentions shall be fully disclosed to
the solicited person. It is forbidden to solicit shareholders'
voting rights by means of compensation or disguised
compensation. Except for the statutory conditions, the
company may not put forward the minimum shareholding
ratio limit for soliciting voting rights.
24 Article 87 On the premise of ensuring the legality and Delete this clause
effectiveness of the General Meeting of Shareholders, the
company shall facilitate the shareholders' participation in the
General Meeting of Shareholders through on-site meetings,
including providing online voting platforms and other modern
information technology means.
25 Article 94 Before the General Meeting of Shareholders votes Article 93 Before the General Meeting of Shareholders votes
on the proposal, two shareholder representatives shall be on the proposal, two shareholder representatives shall be
recommended to serve as the vote counters and scrutineers. If recommended to serve as the vote counters and scrutineers. If
the matters to be reviewed are related to shareholders, the the matters to be reviewed are related to shareholders, the
relevant shareholders and agents shall not serve as the vote relevant shareholders and agents shall not serve as the vote
counters and scrutineers. counters and scrutineers.
When the General Meeting of Shareholders votes on the When the General Meeting of Shareholders votes on the
proposal, the lawyer, the shareholder representative and the proposal, the lawyer, the shareholder representative and the
supervisor representative shall jointly serve as the vote supervisor representative shall jointly serve as the vote
counters and scrutineers, and the voting results of the counters and scrutineers, and the voting results of the
resolutions shall be announced on the spot and recorded in the resolutions shall be announced on the spot and recorded in the
minutes of the meeting. minutes of the meeting.
If there are less than 2 shareholders and shareholder
representatives attending the on-site General Meeting of
Shareholders, the lawyers and supervisor representatives
shall jointly serve as the vote counters and scrutineers.
26 Article 96 Shareholders attending the General Meeting of Article 95 Shareholders attending the General Meeting of
Shareholders shall express one of the following opinions on Shareholders shall express one of the following opinions on
the proposal submitted for voting: agree, oppose or abstain. the proposal submitted for voting: agree, oppose or abstain.
Unless the security registration and settlement institution
declares according to the actual holder's intention as the
nominal holder of the shares of the transaction
interconnection mechanism between the mainland and
Hong Kong stock markets.
27 Paragraph 1 of Article 107 A director may resign 30 days Paragraph 1 of Article 106 A director may resign before the
before the expiration of his/her term of office. A director who expiration of his/her term of office. A director who resigns
resigns shall submit a written resignation report to the Board shall submit a written resignation report to the Board of
of Directors. The Board of Directors will disclose the relevant Directors. The Board of Directors will disclose the relevant
information within 2 days. information within 2 days.
28 Article 111 Independent directors shall comply with the Article 110 Independent directors shall comply with laws,
relevant provisions of laws, administrative regulations and administrative regulations and relevant provisions of CSRC
departmental rules. and stock exchange.
29 Article 114 The Board of Directors shall exercise the Article 113 The Board of Directors shall exercise the
following powers: following powers:
(I) Convene the General Meeting of Shareholders and (I) Convene the General Meeting of Shareholders and
report to the General Meeting of Shareholders; report to the General Meeting of Shareholders;
(II) Implement the resolutions of the General Meeting of (II) Implement the resolutions of the General Meeting of
Shareholders; Shareholders;
(III) Decide on the Company's business plan and (III) Decide on the Company's business plan and
investment plan; investment plan;
(IV) Formulate the Company's annual financial budget (IV) Formulate the Company's annual financial budget
plan and final accounts plan; plan and final accounts plan;
(V) Formulate profit distribution plan and loss (V) Formulate profit distribution plan and loss
compensation plan of the company; compensation plan of the company;
(VI) Formulate plans for the company to increase or (VI) Decide on the Company's major income
decrease its registered capital, issue bonds or other securities distribution plan, including the total salary budget and
and to be listed; liquidation, etc.;
(VII) Draw up a plan for the company to acquire the (VII) Formulate plans for the company to increase or
shares of the Company under the circumstances specified in decrease its registered capital, issue bonds or other securities
Items (1) and (2) of Article 25 of these Articles of Association; and to be listed;
(VIII) Make resolutions on the company's acquisition of (VIII) Formulate plans for the company's major
shares of the Company under the circumstances specified in acquisition or acquisition of the stock of the Company, or
Items (3), (5) and (6) of Article 25 of these Articles of merger, division, dissolution and change of company form;
Association; (IX) Decide on the company's investment, acquisition
(IX) Formulate plans for the company's major and sale of assets, mortgage of assets, external guarantees,
acquisition or acquisition of the stock of the Company, or external financial assistance, entrusted wealth management,
merger, division, dissolution and change of company form; related-party transactions, external donations, etc. within the
(X) Decide the company's investment, acquisition and scope authorized by the General Meeting of Shareholders;
sale of assets, mortgage of assets, external guarantees, (IX) Decide on the company's investment, acquisition
entrusted wealth management, related-party transactions, etc. and sale of assets, mortgage of assets, external guarantees,
within the scope authorized by the General Meeting of external financial assistance, entrusted wealth management,
Shareholders; related-party transactions, external donations, etc. within the
(XI) Decide on the establishment of the company's scope authorized by the General Meeting of Shareholders;
internal management organization; (X) Decide on the establishment of the company's
(XII) Appoint and dismiss the General Manager and internal management organization;
Secretary of the Board of Directors of the company; Appoint (XI) Decide on the appointment or dismissal of the
or dismiss senior management personnel such as Deputy company manager, secretary of the Board of Directors and
General Manager and Financial Controller of the company other senior management personnel, and decide on their
according to the nomination of the General Manager, and remuneration and rewards and punishments; Decide on the
decide their remuneration and rewards and punishments; appointment or dismissal of senior management personnel
(XIII) Formulate the basic management system of the such as the deputy manager and financial controller of the
company; company according to the nomination of the manager, and
(XIV) Formulate the amendment plan of these Articles decide their remuneration and rewards and punishments;
of Association; (XII) Formulate the basic management system of the
(XV) Manage the company information disclosure company;
matters; (XIII) Formulate the amendment plan of these Articles
(XVI) Submit to the General Meeting of Shareholders of Association;
for employing or replacing the accounting firm to perform (XIV) Manage the company information disclosure
audit for the company; matters;
(XVII) Listen to the company manager's work report (XV) Submit to the General Meeting of Shareholders for
and check the manager's work; employing or replacing the accounting firm to perform audit
(XVIII) Other powers granted by laws, administrative for the company;
regulations, departmental rules or these Articles of (XVI) Listen to the company manager's work report and
Association. check the manager's work;
(XVII) Draw up a plan for the company to acquire the
shares of the Company under the circumstances specified in
Items (1) and (2) of Article 25 of these Articles of Association;
(XVIII) Make resolutions on the company's acquisition
of shares of the Company under the circumstances specified in
Items (3), (5) and (6) of Article 25 of these Articles of
Association;
(XIX) Decide on the company's risk management
system, internal control system and legal compliance system,
review the company's internal audit report and internal
control evaluation report, and approve the annual audit plan
and important audit reports according to law;
(XX) Other powers granted by laws, administrative
regulations, departmental rules or these Articles of
Association.
The Board of Directors of the company has set up
special committees such as Audit Committee, Strategy
Committee, Nomination Committee, and Remuneration and
Appraisal Committee. The special committees are
responsible to the Board of Directors, and shall perform
their duties according to these Articles of Association and
the authorization of the Board of Directors. The proposal
shall be submitted to the Board of Directors for review and
decision. The members of the special committees are all
composed of directors, among which the independent
directors of the Audit Committee, Nomination Committee
and Remuneration and Appraisal Committee are the
majority and act as conveners, and the conveners of the
Audit Committee are accounting professionals. The Board
of Directors is responsible for formulating the working rules
of the special committees to standardize their operation.
Matters exceeding the scope authorized by the General
Meeting of Shareholders shall be submitted to the General
Meeting of Shareholders for review.
30 Article 117 The Board of Directors shall formulate a Article 116 The Board of Directors shall formulate a
special management system, determine the authority of special management system, determine the authority of
foreign investment, purchase and sale of assets, mortgage of foreign investment, purchase and sale of assets, mortgage of
assets, external guarantees, entrusted wealth management and assets, external guarantees, external financial assistance,
related-party transactions and establish strict examination and entrusted wealth management, related-party transactions and
decision-making procedures; Major investment projects shall external donations, and establish strict examination and
be reviewed by relevant experts and professionals and decision-making procedures; Major investment projects shall
reported to the General Meeting of Shareholders for approval. be reviewed by relevant experts and professionals and
(I) The General Meeting of Shareholders of the company reported to the General Meeting of Shareholders for approval.
authorizes the Board of Directors to make decisions on the (I) The General Meeting of Shareholders of the company
acquisition and sale of major assets, major foreign investment authorizes the Board of Directors to make decisions on the
and other major transactions as follows: acquisition and sale of major assets, major foreign investment
1. The total assets involved in the transaction do not and other major transactions as follows:
exceed 30% of the Company's latest audited total assets; 1. The total assets involved in the transaction do not
2. The related operating income of the transaction object exceed 30% of the Company's latest audited total assets;
(such as equity) in the latest fiscal year accounts for no more 2. The net assets involved in the transaction (such as
than 30% of the audited operating income of the company in equity) do not exceed 30% of the company's latest audited
the latest fiscal year; net assets;
3. The net profit related to the transaction object (such as 3. The related operating income of the transaction object
equity) in the latest fiscal year shall not exceed 30% of the (such as equity) in the latest fiscal year accounts for no more
audited net profit of the company in the latest fiscal year; than 30% of the audited operating income of the company in
4. The transaction amount (including debts and expenses) the latest fiscal year;
accounts for no more than 30% of the latest audited net assets 4. The net profit related to the transaction object (such as
of the company; equity) in the latest fiscal year shall not exceed 30% of the
5. The transaction amount (including debts and expenses) audited net profit of the company in the latest fiscal year;
accounts for no more than 30% of the latest audited net assets 5. The transaction amount (including debts and expenses)
of the company. accounts for no more than 30% of the latest audited net assets
of the company;
6. The profit generated from the transaction accounts for
no more than 30% of the audited net profit of the company in
the latest fiscal year.
7. Donations with a donation amount of no more than
RMB 2 million.
31 Article 133 Persons who hold positions other than directors in Article 132 Persons who hold positions other than directors in
the company's controlling shareholder unit and actual the company's controlling shareholder unit and actual
controller unit shall not serve as the senior management controller unit shall not serve as the senior management
personnel of the company. personnel of the company.
The senior management personnel of the company is
only paid by the company, not by the controlling
shareholder.
32 Article 134 The term of office of the General Manager is three Article 133 The term of office of the General Manager and
years, and the General Manager can be re-appointed. other senior management personnel is three years, and the
General Manager and other senior management personnel
can be re-appointed.
33 Article 141 Senior management personnel who violate the Article 140 The senior management personnel of the
laws, administrative regulations, departmental rules or these company shall faithfully perform their duties and protect the
Articles of Association when performing their duties of the best interests of the company and all shareholders. If the
company, and cause losses to the company, shall be liable for company's senior management personnel fail to faithfully
compensation. perform their duties or violate the obligation of good faith,
causing damage to the interests of the company and public
shareholders, they shall be liable for compensation
according to law.
34 Article 146 Supervisors shall ensure that the information Article 145 Supervisors shall ensure that the information
disclosed by the company is true, accurate and complete. disclosed by the company is true, accurate and complete, and
sign written confirmation opinions on periodic reports.
35 Article 157 The company shall submit annual financial and Article 156 The company shall submit and disclose its
accounting reports to CSRC and the stock exchange within 4 annual report to the stock exchange within 4 months from
months from the end of each fiscal year, semi-annual financial the end of each fiscal year, and submit and disclose its
and accounting reports to the dispatched offices of CSRC and interim report to the stock exchange within 2 months from
the stock exchange within 2 months from the end of the first 6 the end of the first half of each fiscal year.
months of each fiscal year, and quarterly financial and The above annual report and interim report shall be
accounting reports to the dispatched offices of CSRC and the prepared in accordance with the provisions of relevant laws,
stock exchange within 1 month respectively from the end of administrative regulations, CSRC and the stock exchanges.
the first 3 months and the first 9 months of each fiscal year.
36 Article 164 The Company's internal audit system and the Article 163 The company's internal audit system and
responsibilities of audit departments and personnel shall be internal control evaluation report shall be approved by the
implemented after being approved by the Board of Directors. Board of Directors. The Audit Committee is authorized by
The person in charge of audit is responsible to the Board of the Board of Directors to communicate with the internal
Directors and shall report on his/her work. audit department of the company, guide the internal audit
department of the company to carry out its work on behalf of
the Board of Directors, and listen to and review the work
report and work plan of the internal audit department. The
person in charge of audit is responsible to the Audit
Committee of the Board of Directors and shall report on
his/her work regularly.
37 Article 165 The company shall employ an accounting firm Article 164 The company shall employ an accounting firm
with "securities-related business qualification" to audit that complies with the provisions of the Securities Law to
accounting statements, verify net assets and perform other audit accounting statements, verify net assets and perform
related consulting services, with an employment period of one other related consulting services, with an employment term of
year, which can be renewed. one year, which can be renewed.
38 Article 169 The notice of the company shall be issued by the Article 169 The notice of the company shall be issued by the
secretary of the Board of Directors in the following forms: secretary of the Board of Directors in the following forms:
(I) By special person; (I) By special person;
(II) By mail (including e-mail); (II) By mail;
(III) By fax; (III) By announcement;
(IV) By announcement; (IV) By other forms stipulated by laws, administrative
(V) By other forms prescribed by laws and regulations and these Articles of Association.
administrative regulations.
39 Article 170 If the notice issued by the company is made by Article 170 If the notice issued by the company is made by
public announcement, once it is announced, it will be deemed announcement in the information disclosure media
that all relevant personnel have received the notice. designated by the company, once it is announced, it shall be
deemed that all relevant personnel have received the same.
40 Article 171 The notice of the General Meeting of Article 171 The notice of the General Meeting of
Shareholders of the company shall be made by announcement. Shareholders of the company shall be made by announcement
in the information disclosure media designated by the
company.
41 Article 172 The notice of the meeting of the Board of Article 172 The notice of the meeting of the Board of
Directors convened by the company shall be delivered by Directors convened by the company shall be delivered by
special person, mail, fax, telephone, SMS, OA, Internet tools. special person, mail, fax, telephone, SMS, OA, Internet tools,
and by Internet instant messaging tools such as WeChat.
42 Article 173 The notice of the meeting of the company's Board Article 173 The notice of the meeting of the Board of
of Supervisors shall be delivered by special person, mail or Supervisors convened by the company shall be delivered by
fax. special person, mail, fax, telephone, SMS, OA, and by
Internet instant messaging tools such as WeChat.
43 Article 174 If the notice is sent by a special person, the person Article 174 If the notice of the company is sent by a special
to be served shall sign (or seal) the receipt of service, and the person, the date when the person to be served receives the
date of receipt by the person to be served shall be the date of notice shall be the date of service; If the written notice is sent
service; If it is sent by mail, the third working day from the by express mail, the date when it is delivered to and signed by
date of delivery to the post office shall be the date of service; If the person to be served (including the unit, the mailroom of
it is sent by e-mail, the secretary of the company's Board of residential property, etc.) or sign by others on behalf of the
Directors shall be responsible for telephone confirmation, the person to be served shall be the date of service; If the notice
date of which shall be the date of service; If it is sent by fax, is sent by e-mail, fax or SMS, the date when the e-mail, fax
the secretary of the company's Board of Directors shall be or SMS reaches the mailbox, fax machine and mobile phone
responsible for telephone confirmation, the date of which shall of the person to be served shall be the date of service; If the
be the date of service; If it is sent by announcement, the date of notice is sent by means of Internet instant messaging tools
the first announcement shall be the date of service. such as WeChat, the date when the notice reaches the instant
messaging tools of the person to be served shall be the date of
service; If the notice is sent by announcement, the date of
announcement shall be the date of service.
44 Article 176 The company designates Securities Times, Hong Article 176 Securities Times, Shanghai Securities News,
Kong Commercial Daily and Shanghai Securities News as Hong Kong Commercial Daily and CNINF (website:
newspapers for publishing company announcements and other http://www.cninfo.com.cn) are designated as the
information that needs to be disclosed. information disclosure media for the company, in which,
The company designates CNINF (website: Hong Kong Commercial Daily is the overseas information
http://www.cninfo.com.cn) and the Company's website disclosure media designated by the company.
(website: http://www.htc.cn) as websites for publishing the The website of the Company (website:
company announcements and other information that needs to http://www.htc.cn) is the carrier of company news,
be disclosed. information publicity, investor relations and other
information release.
45 Article 178 Article 178
In the case of a company merger, the parties in the merger sha In the case of a company merger, the parties in the merger sha
ll sign a merger agreement, and prepare a balance sheet and a ll sign a merger agreement, and prepare a balance sheet and a
property list. property list.
The company shall notify its creditors within 10 days from the The company shall notify its creditors within 10 days from the
date when the resolution of division is made, and make an date when the resolution of division is made, and make an
announcement on Securities Times, Hong Kong Commercial announcement on Securities Times, Hong Kong Commercial
Daily and Shanghai Securities News within 30 days. Within Daily, Shanghai Securities News and CNINF (website:
30 days from the date of receipt of the notice, or 45 days from http://www.cninfo.com.cn) within 30 days. Within 30 days
the date of announcement if the notice is not received, the from the date of receipt of the notice, or 45 days from the date
creditor may request the company to pay off its debts or of announcement if the notice is not received, the creditor may
provide corresponding guarantee. request the company to pay off its debts or provide
corresponding guarantee.
46 Article 180 When the company is divided, its property shall Article 180 When the company is divided, its property shall
be divided accordingly. be divided accordingly.
When the company is divided, it shall prepare a balance When the company is divided, it shall prepare a balance
sheet and a list of assets. The company shall notify its creditors sheet and a list of assets. The company shall notify its creditors
within 10 days from the date when the resolution of division is within 10 days from the date when the resolution of division is
made, and make an announcement on Securities Times, Hong made, and make an announcement on Securities Times, Hong
Kong Commercial Daily and Shanghai Securities News within Kong Commercial Daily, Shanghai Securities News and
30 days. CNINF (website: http://www.cninfo.com.cn) within 30 days.
47 Article 182 When the company needs to reduce its registered Article 182 When the company needs to reduce its registered
capital, it must prepare a balance sheet and a list of assets. The capital, it must prepare a balance sheet and a list of assets.
company shall notify its creditors within 10 days from the date The company shall notify its creditors within 10 days from the
when the resolution to reduce the registered capital is made, date when the resolution to reduce the registered capital is
and make an announcement on Securities Times, Hong Kong made, and make an announcement on Securities Times, Hong
Commercial Daily and Shanghai Securities News within 30 Kong Commercial Daily, Shanghai Securities News and
days. Within 30 days from the date of receipt of the notice, or CNINF (website: http://www.cninfo.com.cn) within 30 days.
45 days from the date of announcement if the notice is not Within 30 days from the date of receipt of the notice, or 45
received, the creditor may request the company to pay off its days from the date of announcement if the notice is not
debts or provide corresponding guarantee. received, the creditor may request the company to pay off its
debts or provide corresponding guarantee.
48 Article 188 Article 188
The liquidation group shall notify the creditors of the The liquidation group shall notify the creditors of the
announcement within 10 days from the date of its announcement within 10 days from the date of its
establishment. and make an announcement on Securities establishment. and make an announcement on Securities
Times, Hong Kong Commercial Daily and Shanghai Securities Times, Hong Kong Commercial Daily, Shanghai Securities
News within 60 days. Within 30 days from the date of receipt News and CNINF (website: http://www.cninfo.com.cn)
of the notice, or 45 days from the date of announcement if the within 60 days. Within 30 days from the date of receipt of the
notice is not received, the creditor may request the company to notice, or 45 days from the date of announcement if the notice
pay off its debts or provide corresponding guarantee. is not received, the creditor may request the company to pay
off its debts or provide corresponding guarantee.
49 Article 200 These Articles of Association is prepared in Article 200 These Articles of Association is prepared in
Chinese. In case of any discrepancy between the Articles of Chinese. In case of any discrepancy between the Articles of
Association in any other languages or different versions and Association in any other languages or different versions and
these Articles of Association, the Chinese version of the these Articles of Association, the Chinese version of the
Articles of Association upon the latest approval and Articles of Association upon the latest approval and
registration by Zhejiang Provincial Administration for registration by Zhejiang Market Supervision Administration
Industry and Commerce of the People's Republic of China of the People's Republic of China shall prevail.
shall prevail.
50 Article 204 These Articles of Association shall be Article 204 These Articles of Association shall be
implemented since the date of approval at the First implemented since the date of approval at the Third
Provisional General Meeting of Shareholders in 2021. Provisional General Meeting of Shareholders in 2022.
