Stock Code: 200771 Stock ID: Hangqilun B Announcement No.: 2023-14
Hangzhou Steam Turbine Power Group Co., Ltd.
Board of Directors Reports in 2022
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.
In 2022, in strict accordance with laws and regulations such as the Company Law, Securities
Law, Stock Listing Rules of Shenzhen Stock Exchange, and Guidelines for Standardized Operation
of Shenzhen Stock Exchange listed companies self-regulation Guidelines No.1 —— Main board
listed companies standardized operation, as well as the Articles of Association, the Board of
Directors of the company is responsible to all shareholders, diligently and effectively exercising its
functions and powers, conscientiously implementing the resolutions of the shareholders' meeting,
diligently carrying out all the work of the Board of Directors, and promoting the improvement of
corporate governance and the development of all business operations of the company. The main work
of the Board of Directors in 2022 is reported as follows:
I. Business operations of the company in 2022
In 2022, the Company achieved an operating income of 5,518.8419 million yuan, a total profit
of 707.93.16 million yuan, and a net profit of 522.2368 million yuan, of which the net profit attributa
ble to shareholders of the listed company was 379.9554million yuan. Compared with the same period
of the previous year, the operating income decreased by 4.66% YOY, the total profit decreased by 1
4.97% YOY, the net profit decreased by 19.63% YOY, and the net profit attributable to shareholders
of the listed company decreased by 11.25% YOY.
In the face of the decline in market demand, through the decomposition of goals layer by layer
and the joint efforts of all employees, the Company has achieved a very challenging annual business
target. During the reporting period, the Company further consolidated the market, steadily promoted
business form transformation and resource integration, accelerated innovative development and
digital transformation, and strived to promote high-quality development.
1. Consolidating the market
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During the reporting period, in the face of the decline in market demand caused by the
economic slowdown, the "dual carbon" policy inhibiting the launch of large-scale projects, and the
shrinking market intensifying the competition situation in the industry, the Company continued to
promote the key customer management system, implemented lean marketing, and strived to achieve
breakthroughs. In the field of industrial drive, the Company has explored and integrated six core
areas, covering seven national refining and chemical bases, further achieved strategic binding with
large customers, and successively achieved ideal results in the new projects of Zhenhai Refining,
Hengli New Materials, Ningbo CICC, Ningxia Baofeng and other enterprises, of which Ningxia
Baofeng coal-based new material project is the first large-scale coal chemical project in China after
the dual carbon policy, which has obtained a good demonstration effect for the subsequent
development of the coal chemical market. BASF's Zhanjiang Refining and Chemical Integrated
Steam Turbine Island Project EPC project has realized the whole process of EPC services, which is
another important attempt by the Company to explore the content of engineering services, and it’s of
historic significance. In the field of industrial power generation, the Zhejiang Xinzhonggang
subcritical reheat back pressure heating project was successfully put into operation, and the
Company's advantages of forwardness of back-pressure units and its market demonstration effect
continued to appear. The undertaking of Shanghai Kangheng Hanchuan waste-to-energy project
marked that the Company has made new breakthroughs in the field of ultra-high-speed,
double-cylinder and double-speed, shaft-discharge waste-to-energy generation, which has benchmark
significance in the waste-to-energy and biomass power generation markets. In overseas markets, the
feed pump sector continued its good momentum and maintained a high winning rate in biding. In
addition, the Company actively explored the overseas driving business in the Middle East market,
deeply tapped the potential of the Eastern European market, and actively participated in the
competition of the new energy power generation market in Southeast Asia.
2. Business form transformation
During the reporting period, the Company continued to promote the integration of resources
related to the main business of high-end manufacturing, and established a new energy company on
the basis of the merger and integration of the original group engineering company, The new energy
company strives to build an engineering, systematic and financial transformation platform, focuses
on promoting the second phase of localization of Siemens gas turbine SGT-800 and the localization
of services, and completes the signing of the third bundle contract with Siemens Energy; Negotiated
the expansion of the cooperation model to the SGT-4000F class.thus to build a platform for the
Company to realize engineering, systematization and financial transformation. Taking the
construction of a 12MW distributed rooftop photovoltaic power station in the steam turbine
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manufacturing base as a demonstration project, it actively promoted the new energy brand of
Hangzhou Steam Turbine, deeply explored the demand of customers in the petrochemical field for
cogeneration of gas turbines and expanded the Company's influence in subdivided industries. Plus,
the Company has initially built a new energy gas turbine service system based on strong technical
support and effective quality management.
During the reporting period, the Company gradually promoted the cross-vergenceand
integration of the key customer management system and the large service framework. With the six
pilot areas of the corresponding key customer management system as the goal, it built a localized
service team and formed a localized service capability.It promoted the construction of the "dual
framework" information system, initially completed the collection of customer information and
in-service unit information in the key customer management pilot area, started the construction of the
existing market customer demand system, and paved the information channels for the realization of
the key customer management system and large service framework. Through organizational
reshaping, the service function was extended to the front-end and to the back-end, accelerating the
construction of the "two-line team" and initially forming the service management capability of the
whole life cycle of the product. In the face of the characteristics of "large project, long cycle and
many crossovers" in the service business, the unit service responsibility contracting system was
implemented, a new performance appraisal model was created, and the awareness of active service,
up-front service and responsibility was strengthened, as well as the service efficiency and service
value were improved.
3. Innovative development
During the reporting period, the Company took optimizing the efficiency of backpressure
generator sets, expanding the efficient utilization technology and application demonstration of
low-quality energy, and promoting the utilization of low-pressure and ultra-low-pressure waste heat
steam as the research and development direction; Relying on the development of key units to expand
the subcritical market, it promoted the steam turbine assembly 2.0 into the stage of summary
optimization and improvement. Focusing on product expansion, efficiency improvement and process
optimization, we carried out high-quality and multi-faceted scientific research to improve product
economy and stability added value. 33 scientific research projects were accepted and completed. The
performance indicators of the "Zhenhai Refining and Chemical 1.2 million tons/year ethylene
three-unit development" project units have reached the international advanced level, and the
"research and development of small and medium-sized blade robot polishing system" has laid the
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foundation for the Company's comprehensive promotion of polishing intelligent automation
During the reporting period, the Company promoted the development of independent gas turbines
in multi parallel directions and in a coordinated manner, overcoming the requirements of
high-precision measurement in production and manufacturing and breaking through multiple
technical problems in manufacturing and assembly processes under the mode of research and
development, testing, manufacturing and verification. Meanwhile, the Company orderly promoted
the construction of project of annual output of 10 sets of gas turbine units per year.
During the reporting period, the Company effectively integrated R&D resources, coordinated
internal technical strength, and reshaped the Hangzhou Steam Turbine scientific and technological
innovation system with high standards. Furthermore, it actively planned the scientific and
technological projects and achievement declaration, strived for external resources by multi-channel,
and the "Low-quality Energy Efficient Utilization Technology and Application" won the second
prize of China Machinery Industry Science and Technology Award; the "Key Technology and
Application of Ultra-high-speed Industrial Turbine for Multiworking Syngas Compressor Drive" won
the first prize of Zhejiang Machinery Industry Science and Technology Award.
4.Digital guide
During the reporting period, the Company continued to deepen data thinking, realized the
digitalization of traditional business, and enabled the data to be the most core resource and asset of
the Company. It completed a total of 249 functional developments and 9integration testing tasks of
major business scenarios in ERP projects, cooperated with the ERP system to complete the
transformation of MES, the quality platform, PMIS, OA and other systems, and it completed more
than 90 interface developments, and the ERP system was officially put into operation on January 6,
2023.
During the reporting period, the Company continued to promote the construction of digital
factories in manufacturing bases and realized the expansion and optimization of MES system
functions. It promoted the construction of financial informatization in depth, and realized the
effective management of the whole life cycle of reimbursement and the integrated control of industry
finance and taxation.
5. Manage promotion
During the reporting period, the Company adhered to the combination of lean concept and
specific projects, and the senior executives assumed leadership in four big lean projects, created a
total of 12.4 million yuan of direct economic benefits throughout the year; It actively adopted the
initiative to improve the market-oriented operation ability, managed the classification of suppliers,
optimized the supplier reward and punishment system, established a new model of quantitative
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selection of excellent suppliers, and continued to promote the improvement of supplier
self-inspection capabilities; Combined with strategic development and market changes, the Company
continued to improve the effectiveness of system management, ensured the efficient operation of the
five major systems and the management system standards were implemented in place.
During the reporting period, the Company promoted the capital increase and share expansion of
Zhongneng Company and the equity repurchase and capital increase of Ranchuang Company, as well
as supported the corporate reform that was conducive to the development of subsidiaries; It
continued to promote the standardized operation of the listed company and effectively improved the
Company's internal management compliance; The first phase of the human resources improvement
project had achieved initial results, and the corporate culture was fully integrated with the work
carriers such as party building publicity, lean production, human resources, and groups.
II. Performance of the Board of Directors according to law during the reporting period
(I) Perform work duties according to law and improve the level of scientific decision-making
1. About Board Meetings
In 2022, a total of 10 Board meetings. The board of directors deliberated on external guarantees,
external donations, external investments, routine related party transactions, applying for loans and
credits, entrusting wealth management, appointing deputy general managers, adjusting members of
special committees, amending the articles of association, repurchasing and canceling restricted stocks,
as well as deliberating on periodic reports and proposals on asset impairment, asset write-off, profit
distribution, renewal of the accounting firm, social responsibility reports, internal control
self-assessment reports, and general manager work reports according to the provisions. For board
meetings and deliberation matters details, please refer to the annex.
2. Information about the Independent Directors' Duty Performance
Independent directors of the company attended relevant meetings in strict accordance with the
Company Law, Guidelines for Standardized Operation of Listed Companies of Shenzhen Stock
Exchange, Guiding Opinions on Establishing Independent Director System in Listed Companies and
other relevant laws and regulations, carefully reviewed all proposals of the Board of Directors,
diligently and responsibly expressed independent opinions, and fully played the role of independent
directors. For details of performance of duties, please refer to the Debriefing Report of Independent
Directors of the Company.
3.Information about the Duty Performance of Special Committees
The Board of Directors shall set up special committees such as audit, remuneration, strategy and
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nomination. During the reporting period, the Company organized 5 special committees of the Board of
Directors. The Audit Committee has played a professional role in communicating with independent
directors and audit institutions and deliberating the Company's periodic reports and major financial
matters; According to the Company's remuneration assessment methods and assessment settlement,
the Remuneration and Assessment Committee put forward specific remuneration schemes that were
beneficial to long-term incentives for the Company's directors and executives, The Nomination
Committee strictly examined the qualifications and procedures of the candidates to be appointed as
executives and directors.
（II）Continuously improve the corporate governance system and ensure the company’s compliance
in operation
In order to improve the management of the authorization of the board of directors, establish
financing and comprehensive budget management, and continue to strengthen the management of
external investment and external guarantee, the Company has formulated the "Measures for the
Administration of Authorization of Board of Directors", "Measures for the Management of the
Comprehensive Budget" and "Financing Management System", and revised the "Management
System for External Strategy and Investment Cooperation" and "External Guarantee Management
System". Meanwhile, due to the change of the Company's registered address, registered capital,
company name, and in accordance with the latest revised Guidelines for the Articles of Association
of Listed Companies, the Company has amended the Articles of Association in a timely manner.
The Company continued to strengthen the financial management and internal control
management of the holding subsidiaries, reviewed the major operating matters of the holding
subsidiaries by assigning directors and supervisors to the holding subsidiaries, and continuously
improved the overall standardized operation and management level of the listed company centered on
the Company's development strategy and business policy.
(III) Strengthen the management of information disclosure and well ensure the control of insider
information circulation
In 2022, the company issued a total of 94 announcements, The information disclosure is true,
accurate, complete, timely and fair, and the listed company's information disclosure obligations are
fulfilled in compliance. Strengthen active information disclosure, ensure that investors are aware of the
major issues of the Company in time, and guarantee investors' right to be informed to the greatest
extent.
The Board of Directors has formulated and effectively implemented the insider information
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management system, defined the scope of insiders of insider information, and strengthened the
accountability for insider information disclosure. Directors, supervisors, senior managers and
information disclosure related staff of the Company strictly abide by the system requirements and
control the transmission range of inside information in the actual work. The Company has strictly
registered and managed insiders of inside information, reminded relevant personnel in writing to keep
confidential and signed confidentiality commitments, and continuously strengthened the work of
keeping confidential the insider information.
(IV) Strengthen the management of investor relations and earnestly protect the rights and interests of
investors
The Company provides a convenient communication platform for investors, answers investors'
questions on the "Hudongyi" platform of Shenzhen Stock Exchange, and actively answers investors'
concerns through daily telephone answering and email reply. It pays attention to public opinion
monitoring, understands the reports and evaluations of investors, capital markets and the media on the
company, and reports the concerns of investors to the management in a timely manner. The Company
has held online investor performance briefing and investor reception day activities, explained the
Company's periodic reports and investors' concerns, and established a good interactive relationship
with investors.
(V) Effectively implement the resolutions of the shareholders' meeting and implement a prudent
dividend policy
In 2022, the Board of Directors of the company convened 4 general meetings of shareholders,
Review the Company's major business decisions and major governance issues. The Board of Directors
timely implemented the resolutions of the General Meeting of Shareholders, and completed all work
authorized by the General Meeting of Shareholders.
The Company's profit distribution policy maintains continuity and stability, and fully considers
the reasonable return to investors. In 2021, based on 753,898,600 shares, the Company distributed a
cash dividend of RMB 4 and 3 bonus shares to all shareholders for every 10 shares, with a total of RMB
302 million in cash and 226,169,580 bonus shares. In 2022, based on RMB 979,537,000, the Company
distributed a cash bonus of RMB 3 to all shareholders for every 10 shares, with a total cash of RMB
294 million and 195,907,400 bonus shares.
III. Development prospect
In 2023, in the face of the continuous influence of the "carbon peaking and carbon neutrality"
policy, the drastic adjustment of the energy pattern and the increasingly fierce competition in the
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industry, the Company will anchor the "14th Five-Year Plan" strategic goal, continue to promote the
transformation of the business format, create new competitive advantages with customer demand as
the guide, and improve the basic management level with lean management and cultural construction as
the effective means.
I. Strategic Navigation
Scientifically set strategic performance targets for 2023, and well ensure tracking management,
performance measurement and quantitative analysis of monthly strategic performance indicators.
Proceed from the objective reality, comprehensively analyze the changes in the internal and external
business environment of the Company, benchmark the four "first-class" and compare the 9 major
strategic measures, well ensure the mid-term evaluation and mid-term adjustment of the "14th
Five-Year Plan" strategic planning, plan the three-year action plan for 2023-2025, and handle the
relationship between strategy and tactics as a whole.
Seize the historical opportunity and take the comprehensive reform of regional state-owned
assets and state-owned enterprises as an opportunity to deepen the reform of Hangzhou Steam Turbine.
Each branch and subsidiary shall also grasp the policies related to the reform of state-owned
enterprises in a timely manner, fully grasp the historical opportunity of the new round of deepening the
reform of state-owned enterprises, and find a reform path that conforms to the enterprise's own
development model.
II. Market Development
Focus on the strategic market competition and the development of potential markets, maintain
the dominant position in the industry-driven market, and integrate resources to stabilize the market
share of industrial power generation. Adapt to market changes, concentrate superior resources to
enhance the joint promotion ability of the sales and the service, and get through the business
connectivity between the service and the contract execution, paving the way for the whole life cycle
management. Seize the market opportunities of ethylene, medium and large coal chemical industry and
feed water pump, continue the good momentum of winning new energy projects, expand the marketing
of complete set projects, and strive to achieve new business breakthroughs.
Fully explore the market potential of conventional power engineering business transformation
projects, focus on the expansion of waste heat utilization in steel, building materials and other
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industries and general contracting projects such as air compressor stations, and choose opportunities to
intervene in non-traditional industries such as ORC waste heat utilization. Gradually expand the
multi-energy combined supply and comprehensive smart energy management in industrial parks, and
create a comprehensive smart energy system solution with the characteristics of Hangzhou Steam
Turbine.
III. Transformation and Upgrading
Promote the big service mode in a group manner, start with engineering and big service business,
deeply integrate the Company's internal service resources, and concentrate on expanding the service
market. Focus on the development of new energy technologies and market trends, give play to the
synergy of investment, general contracting and O&M, and make the engineering service business
bigger and stronger. Cultivate a local service team with good and strong service awareness, and
vigorously promote "long-term" service and customized service based on existing units and new
contract units. Start the construction of investment and financing platform, select projects in time to
carry out investment and management, and give full play to the functions of investment platform.
Focus on the development of steam turbines for large-scale ethylene plants, the in-depth research
and promotion of subcritical units, and the development layout of products in the thermoelectric
market. Earnestly promote basic R&D work such as "standardization of large-scale drive sections",
improvement of front supports of small and medium-sized units, development of medium-pressure
twisted blades, container 2.0 of steam turbine units, construction of steam turbine O&M models and
performance monitoring. Attach importance to the study of unit efficiency and reliability, focus on the
technical application and product development of twisted blades with a maximum steam exhaust area
of 6.3 square meters, complete the development of 110,000 air separation units, and promote the R&D
and application demonstration of high-efficiency medium-pressure twisted blades.
IV. Management Efficiency Improvement
Accelerate the digitalization of business processes, operation processes and integrated resources,
timely promote the second phase of ERP projects, and accelerate the construction of digital factories in
manufacturing bases. Driven by data, through the implementation and interconnection of the system
platform, strengthen the process connectivity and information sharing, and help the Company's product
innovation digitalization, intelligent production and operation, agile customer service and ecological
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transformation and upgrading of the industrial system.
On the basis of consolidating lean achievements, integrate lean work into sales, design,
production, procurement, service and other links around the three dimensions of delivery, cost and
quality to promote lean full value chain management. With the improvement of supply chain synergy
as the effective means, and the assessment mechanism as the method, continue to promote the flexible
output mechanism oriented by user needs. Strengthen the execution of comprehensive budget by all
business departments and improve the Company's comprehensive budget management ability.
Promote the second phase of the Company's human resources promotion project, and form the Medium
and Long-term Human Resources Allocation Planning Report for 2023-2028 according to the
Company's strategic transformation requirements. On the basis of summarizing the achievements of
corporate culture implementation in 2019-2022, promote the implementation of the three-year action
plan for corporate culture construction in 2023-2025, and comprehensively enhance the soft power of
corporate culture.
In 2023, the Board of Directors of the Company will continue to optimize the corporate
governance structure, strengthen the management of information disclosure, continuously improve the
internal control process and risk prevention mechanism of the Company, and continuously improve the
overall standardized operation and management level of listed companies. It will continuously
strengthen the construction of investor relations management, promote the Company to maintain a
good interactive relationship with its investors, earnestly safeguard the shareholders' rights such as
investors' right to know and vote, protect the legitimate rights and interests of investors, gather market
consensus, and continuously enhance the investment value of the Company's capital market.
The Board of Directors will earnestly perform its duties and effectively protect the interests of the
Company and all shareholders. The Board of Directors of the Company will actively play a central role
in corporate governance and improve the scientific and efficient decision-making of the Company. The
Board of Directors of the company will continue to work honestly, diligently, actively and solidly,
maintain its determination, focus on its core business, and promote the high-quality development of
the enterprise, so as to safeguard shareholders' interests, enhance investors' confidence and provide a
strong guarantee for the sustainable and healthy development of the company!
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The Board of Directors of Hangzhou Steam Turbine Power Group Co., Ltd.
.
March 29,2023
Annex: Board Meetings and Matters for Deliberation in 2022
Session Date of convening Matters for deliberation Disclosure index
1.Proposal on Providing Guarantee for Steam Turbine New
The 21st Meeting Energy Company；
(Announcement
of the 8th term of January 25,2022 2. Proposal on Outside Donations;
No.:2022-04）
Board 3. Proposal of calling the Second provisional Shareholders’
General Meeting of 2022
1. Proposal on the Increase of Capital and Shares of
Zhongneng Company;
The 22nd Meeting
2. Proposal on Retrospective Adjustment of Financial Data (Announcement
of the 8th term of March 22,2022
for Business Combinations under the Same Control ; No.:2022-09）
Board
3.Proposal on capital increase to Steam Turbine New Energy
Company
1. The Work Report of the General Manager 2021;
2. The Work Report of the Board 2021;
3. The Social Responsibility Report for 2019-2021;
4. Annual Report 2021 and Summary;
The 23rd Meeting 5. The Financial Report 2021;
(Announcement
of the 8th term of March 29,2022 6. The Dividend Plan 2021;
No.:2022-15）
Board 7. The Internal Control Introspective Report 2021;
8. Proposal of the provision for impairment of assets of 2021;
9. Proposal on the Write-offs Asset of 2021;
10. Proposal on Confirming Occurrence of Daily Related
Transactions of 2021 and the Estimated Amount of Related
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Transactions of the Company of 2022;
11. Proposal on the use of idle funds for short-term and
medium-term financial management by the company in 2022;
12. Proposal of Remunerations for Directors and Executives
for Year 2021;
13. Proposal to extend the service of Pan-China CPA as
auditor of the Company;
14. Proposal on Change of Registered Address and Amending
of Articles of Association;
15. Proposal of calling the Shareholders’ Annual Meeting
2021.
1.The First Quarter Report 2022（Text);
2. Proposal on the Administrative Measures for the
The 24th Meeting Authorization of the Board of Directors;
(Announcement
of the 8th term of April 26,2022 3. Proposal (Revised in 2022) l on the External Guarantee
No.:2022-41）
Board System;
4. Proposal on the Financing Management System (Revised
in 2022.
The 25th Meeting
Proposal on the Appointment of the Deputy General Manager (Announcement
of the 8th term of May 11,2022
of the Company No.:2022-49）
Board
1. Proposal on Supplementing Jin Yingchun as Independent
Director of the Company;
2. Proposal on Supplementing Yao Jianhua as Independent
The 26th Meeting
Director of the Company; (Announcement
of the 8th term of July 1,2022
3. Proposal on Supplementing Xu Yongbin as Independent No.:2022-53）
Board
Director of the Company;
4. Proposal on Change of Company Name and Registered
Capital and Amendment of Articles of Association
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5. Proposal on Applying for Loans to the Export-Import Bank
of China;
6. Proposal on Applying for Credit Grant from China
Merchants Bank;
7. Proposal on Applying for Credit Grant from Ningbo Bank;
8. Proposal on the increase of capital to the wholly-owned
subsidiary by steam turbine new energy company;
9. Proposal of calling the Third provisional Shareholders’
General Meeting of 2022.
1. Proposal on Adjusting Members of Special Committees of
the Eighth Board of Directors of the Company;
2. Proposal on Amending the External strategic Investment
The 27th Meeting
and Cooperation Management System; (Announcement
of the 8th term of July 25,2022
3. Proposal on Formulating the Measures for the No.:2022-67）
Board
Management of General Budgets;
4. Proposal on China Energy Corporation's Investment and
Construction of New Production Bases.
The 28th Meeting
(Announcement
of the 8th term of August 23,2022 The Semi-annual Report 2022 and the Summary
No.:2022-72）
Board
1.The Third Quarterly Report 2022;
The 29th Meeting 2. Proposal to provide guarantee for Hangzhou Steam
(Announcement
of the 8th term of October 27,2022 Turbine Casting Co., Ltd;
No.:2022-80）
Board 3. Proposal on applying to ICBC for financing and other
types of business.
1.Proposal on Adjusting the Repurchase Quantity and
The 30th Meeting
December Repurchase Price of the 2021 Restricted Stock Incentive Plan (Announcement
of the 8th term of
21,2022 1、 No.:2022-86）
Board
2. Proposal on Repurchase and Cancellation of Certain
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Restricted Shares;
3. Proposal on Investing in the Construction of a Project with
an Annual Output of 10 Gas Turbine Units;
4. Proposal on Donations to the External;
5. Proposal on Applying for a Credit Line of 1 Billion Yuan
from China Development Bank.
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