Stock Code: 200771 Stock ID: Hangqilun B Announcement No.: 2023-22
Hangzhou Steam Turbine Power Group Co., Ltd.
Announcement on Changing the English name, Registered Capital ,
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 March 27, 2023, the 32nd meeting of the Eighth Board of Directors will be held, and the
Proposal on the English name ,Registered Capital and Amending the Articles of Association will be
deliberated and approved. The specific matters are as follows:
1. According to the company’s development needs and business strategy, in order to enhance
the company’s brand image in the international market, it is proposed to change the company’s En
glish name, details are as follows:
Before the change After change
HANGZHOU STEAM TURBINE HANGZHOU TURBINE
POWER GROUP CO.,LTD. POWER GROUP CO.,LTD.
2. Due to the repurchase and cancellation of 531,180 restricted stocks and the repurchase and
cancellation of 111,800 remaining stocks in the special securities account, the total share capital of
the Company will be reduced from 980,179,980 to 979,537,000, and the registered capital of the
Company will be reduced from RMB 980,179,980 to RMB 979,537,000. Based on the
above-mentioned changes in registered capital, the Company intends to revise the corresponding
articles in the Articles of Association.
3. According to the relevant requirements of improving party building and governing
enterprises according to law, the corresponding articles of association will be revised.
For details, please refer to Annex: Comparison Table of Amendments to Articles of
Association.
This proposal needs to be submitted to the General Meeting of Shareholders for deliberation
after it is reviewed and approved by the Board of Directors. The above changes in registered capital
and amendments to the Articles of Association shall be subject to the final approval of the industrial
and commercial registration authority.
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The Board of Directors of Hangzhou Steam Turbine Power Group Co., Ltd.
March 29, 2023
Annex: Comparison Table of Amendments to Articles of Association
S/N Before amendment After amendment
1 Article 2 According to the relevant Article 2 According to the Constitution, the
provisions of Company Law and Constitution of the Communist Party of China, the
Constitution of the Communist Party of Company Law and the Work Regulations of Communist
China, the party organization has a legal Party of China (CPC) in the Grassroots Organizations of
position in the corporate governance State-owned Enterprises (Trial), the Company establishes
structure, and plays a leading and a Party Committee to carry out Party activities and
political core role. provide basic guarantees, and coordinates the work
among the Board of Directors, the Board of Supervisors
and the management. The Board of Directors, the Board
of Supervisors and the management shall exercise
relevant rights and obligations according to their
respective responsibilities and jointly implement the
party's guidelines, principles and policies.
2 Article 3 In accordance with the Deleted this clause.
Constitution, the Constitution of the
Communist Party of China and the
Company Law, the Company shall set
up a Party Committee to carry out its
work according to the requirements of
the higher-level party organization and
coordinate the work among the Board
of Directors, the Board of Supervisors
and the management. The Board of
Directors, the Board of Supervisors and
the management shall exercise relevant
rights and obligations according to their
respective responsibilities and jointly
implement the party's guidelines,
principles and policies.
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3 Added one clause:
Article 3 The Company comprehensively promotes
the construction of enterprise's rule of law, and adheres
to the joint promotion of governance, operation and
management according to law, so as to promote the
sustained and healthy development of the enterprise.
4 Article 5, paragraph 2 Article 5, paragraph 2
After the profit distribution plan In 2023, the Company will repurchase and cancel
approved by the company at the 2021 531,180 restricted stocks, cancel and repurchase 111,800
Annual General Meeting of remaining shares, and the Company's share capital will
Shareholders was implemented with 3 be changed to 979,537,000,
shares distributed for every 10 shares, of which 623,772,240 is held by the corporate
the company's share capital increased to shareholder Hangzhou Steam Turbine Power Group
980,179,980 shares, of which Co., Ltd., accounting for 63.68% of the total share
623,772,240 shares were national legal capital; Domestic listed foreign shares (B shares) will be
person shares, accounting for 63.64% of changed to 355,764,760, accounting for 36.32% of the
the total share capital; The domestic total share capital.
listed foreign shares (B shares) were
changed to 356,407,740 shares,
accounting for 36.36% of the total share
capital.
5 Article 6 Registered name of the Article 6 Registered name of the company
company Company Name in Chinese: 杭州汽轮动力集团股份
Company Name in Chinese: 杭州 有限公司
汽轮动力集团股份有限公司 Name in English: HANGZHOU TURBINE POWER
Name in English: HANGZHOU GROUP CO.,LTD.
STEAM TURBINE POWER GROUP Abbreviation in English: HTC
CO.,LTD.
Abbreviation in English: HTC
6 Article 8 The registered capital of Article 8 The registered capital of the Company is
the company is RMB 980,179,980 RMB979,537,000.
(including: the increased registered
capital of RMB 226,169,580 after the
implementation of the distribution plan
of 3 shares for every 10 shares adopted
by the 2021 Annual General Meeting of
Shareholders).
7 Article 32 The Party Committee Article 32 After the approval of the party
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(Committee for Discipline Inspection) organization at the higher level, the Company shall set
of the company consists of the up a party committee. The Party Committee of the
secretary, deputy secretary and Company consists of the secretary, deputy secretary and
members. The secretary, deputy members. In principle, the secretary of the Party
secretary and members shall be elected Committee and chairman shall be the same person, and
by the party members' congress of the a full-time deputy Secretary of the Party Committee and
company and reported to the superior Secretary of Committee for Discipline Inspection shall
party organization for approval, or be set up. The Party Committee of the Company
appointed by the superior party participates in the decision-making on major issues
organization. The term of office of the through the leadership system of two-way entry and
Party Committee (Committee for cross-employment. Eligible party committee members
Discipline Inspection) and the general can enter the Board of Directors, the Board of
election shall be subject to the Supervisors and the managers through legal procedures.
provisions of the Constitution of the The party member, who meets the requirements among
Communist Party of China and the the members of the Board of Directors, the Board of
Regulations on the Election of Local Supervisors and the managers, can enter the Party
Organizations in the Communist Party Committee in accordance with relevant regulations and
of China. procedures.
8 Article 33 The Party Committee of The content of this clause has been incorporated
the Company participates in the into Article 32, and this clause is deleted.
decision-making on major issues
through the leadership system of
two-way entry and cross-employment.
Eligible party committee members can
enter the Board of Directors, the Board
of Supervisors and the managers
through legal procedures. The party
member, who meets the requirements
among the members of the Board of
Directors, the Board of Supervisors and
the managers, can enter the Party
Committee in accordance with relevant
regulations and procedures. In
principle, the secretary of the Party
Committee and chairman shall be the
same person, and a full-time deputy
Secretary of the Party Committee and
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Secretary of Committee for Discipline
Inspection shall be set up.
9 Article 34 The Party Committee Article 33 The Party Committee of the Company
(Committee for Discipline Inspection) will set up a working organization, staffed with Party
of the Company will set up a working workers corresponding to the Company's scale, and its
organization, staffed with Party workers organizational setup and staffing will be included into
corresponding to the Company's scale, the Company's management organization and staffing
and its organizational setup and staffing simultaneously. The remuneration of party workers is
will be included into the Company's the same as that of management personnel at the same
management organization and staffing level, with equal pay at the same post. The party work
simultaneously. The remuneration of funds are included in the Company's financial budget
party workers is the same as that of and listed in management fees.
management personnel at the same
level, with equal pay at the same post.
The party work funds are included in
the Company's financial budget and
listed in management fees.
10 Article 35 The Party Committee Article 34 The Party Committee of the Company
shall perform the following functions shall play a leading role, take the direction, control the
and powers: overall situation and promote implementation, and
(I) Give play to the role of discuss and decide major issues of the enterprise in
leadership and political core, and carry accordance with regulations. The main responsibilities
out work around the production and are follows:
operation of enterprises. (I) To strengthen the political construction of the
(II) Ensure the implementation of enterprise party, adhere to and implement the
the guidelines, principles and policies fundamental system, basic system, and important
of the party and the state in the system of socialism with Chinese characteristics, and
Enterprise. educate and guide all party members to always maintain
(III) Support the Board of a high degree of consistency with the Party Central
Directors, the Board of Supervisors and Committee centered by Comrade Xi Jinping in terms of
the managers to exercise their functions political stance, political direction, political principles,
and powers according to law. and political path;
(IV) Wholeheartedly rely on the (II) To study and implement Xi Jinping's Thought
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masses of workers and support the work on Socialism with Chinese Characteristics for a New
of the workers' congress. Era, study and publicize the party's theories, implement
(V) Participate in the the party's guidelines, principles and policies, supervise
decision-making of major issues of the and ensure the implementation of major decisions and
enterprise. Implement the "three deployments of the party central committee and the
important and one major" resolutions of higher-level party organizations in the
decision-making supervision Enterprise;
mechanism. When the Board of (III) To study and discuss major business
Directors decides on major issues of the management issues of the Enterprise, and support the
Company, it shall listen to the opinions general meeting of shareholders/Board of Shareholders,
of the party committee of the Company the Board of Directors, the Board of Supervisors and the
in advance. Major business managers to exercise their functions and powers
management matters must be studied according to law;
and discussed by the Company's party (IV) To strengthen the leadership and control over
committee, and then decided by the the selection and employment of the enterprise
Board of Directors and managers. personnel, and well ensure the construction of leading
(VI) Strengthen the team, cadres and talents;
self-construction of party organizations (V) To fulfill the main responsibility of improving
and lead ideological and political work, Party conduct and upholding integrity in the enterprise,
spiritual civilization construction and lead and support the internal discipline inspection
mass organizations such as trade unions organizations to perform their duties of supervision and
and the Communist Youth League. accountability, strictly observe political discipline and
(VII) Fulfill the main rules, and promote the comprehensive and strict
responsibility of improving Party administration of the party to the grassroots;
conduct and upholding integrity. (VI) To strengthen the construction of grass-roots
Regularly study the work of improving party organizations and party member team, unite and
Party conduct and upholding integrity, lead the workers and staff to actively participate in
support the Committee for Discipline enterprise reform and development;
Inspection to carry out its work, and (VII) To lead the enterprise's ideological and
fully implement its supervisory political work, spiritual civilization construction and
responsibilities. united front work, lead the enterprise's trade unions, the
(VIII) Other work that the Party Communist Youth League, women's organizations and
Committee considers necessary to study other group organizations.
and decide (VIII) In accordance with the principle of
upgrading management, perform the above duties for
subordinate enterprises that have not established party
organizations.
11 Added one clause:
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Article 35 The Party Committee's study and
discussion is the pre-procedure for the Board of
Directors and managers to make decisions on major
issues. When the Board of Directors and managers
decide on major issues of the Company, they shall listen
to the opinions of the party committee of the Company
in advance. Major business management matters must
be studied and discussed by the Company's party
committee, and then decided by the Board of Directors
and managers.
12 Article 36 The method of Article 36 Party Committee's Method of
deliberation of the party committee is Deliberation
specified in the system of deliberation (I) Under normal circumstances, the date and
of the party committee. place of the party committee meeting shall be notified to
the participants two days in advance by the Party
Construction Department. The proposal to be submitted
to the Party Committee for studying and deciding and
pre-study discussion is generally put forward by the
relevant functional departments, or by the Party
Committee members and determined by the Secretary
of the Party Committee.
(II) A party committee meeting can only be held
when more than half of the party committee members
are present. When discussing and studying the
appointment and dismissal of cadres, rewards and
punishments, and other major issues and important
matters involving the overall situation, more than
two-thirds of party committee members shall attend the
meeting before convening. The party committee
members who are unable to attend the meeting for some
reason shall ask for leave from the Secretary of the Party
Committee or the Convenor before the meeting, and
their opinions can be expressed in writing. According to
the study items and work needs, relevant personnel may
be invited to attend the meeting as nonvoting delegates,
which shall be determined by the Secretary of the Party
Committee.
(III) In principle, a party committee meeting shall
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be convened to study and decide on and pre-decide on
and discuss major issues in advance. The party
committee meeting shall be held generally no less than
once a month, and can be convened at any time in case of
important circumstances or work needs. When the
Secretary of the Party Committee believes it necessary,
he/she may decide to convene an (enlarged) meeting of
the Party Committee. The party committee shall be
convened and presided over by the Secretary of the
Party Committee.
(IV) All matters submitted to the Party Committee
for discussion shall be explained to the meeting by the
members of the Party Committee in charge, the people
attending the meeting or the person in charge of the
agenda organizer.
(V) The moderator shall propose a vote, and the
party committee members present at the meeting shall
express their opinions in turn and vote one by one, with
the Secretary of the Party Committee taking the last
position. Generally, opinions of agreement,
disagreement or postponement are expressed by oral
voting. If more than one item is discussed and decided at
the meeting, they shall be voted one by one.
(VI) After the meeting, the moderator of the
meeting shall inform the members of the Party
Committee who are absent for some reason about the
decisions of the meeting directly or by entrusting the
persons attending the meeting.
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