Stock Code: 200771 Stock ID: Hangqilun B Announcement No.: 2023-23
Hangzhou Steam Turbine Power Group Co., Ltd.
Announcement on the cancellation of the remaining shares in the special securities
account for repurchase
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.
Hangzhou Turbine Power Group Co., Ltd held the 32nd meeting of the eighth session on March
27, 2023, in which it deliberated and passed the "Proposal on Cancellation of the Remaining Shares
in the Special Securities Account for Repurchase", and agreed that the Company shall cancel the
remaining 111,800 shares in the special securities account for repurchase in accordance with the
relevant provisions of The Company Law. After the cancellation of the remaining shares in the
repurchase account, the total share capital of the Company will be reduced from 979,648,800 shares
to 979,537,000 shares. This cancellation of the remaining shares in the special securities account for
repurchase still needs to be submitted to the Company's general meeting of shareholders for
deliberation. Meanwhile, the Company proposes to the general meeting of shareholders to
authorize the board of directors to specifically handle the relevant procedures for the
cancellation of the above-mentioned shares. The relevant information is hereby
announced as follows:
I. Repurchase review and implementation
1. The Company held the second extraordinary general meeting of shareholders in
2019 on December 10, 2019, in which it deliberated and approved the share repurchase plan, and
agreed that the Company shall repurchase the Company's shares through centralized bidding
transactions with its own funds, with a total repurchase fund of not less than 160 million Hong Kong
dollars (inclusive) and no more than 320 million Hong Kong dollars (inclusive), and the repurchase
price shall not exceed 9.5 Hong Kong dollars per share, and the repurchased shares shall be used for
the implementation of employee stock ownership plans or equity incentives. The term of share
repurchase shall not exceed 12 months from the date of approval of the share repurchase plan by the
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Company's second extraordinary general meeting of shareholders in 2019. For details, please refer to
the Company's share repurchase report (Announcement No.: 2019-79) disclosed on December 21,
2019.
2. On February 18, 2020, the Company implemented the repurchase of shares for the first
purchase, and disclosed the first repurchase of shares on February 19, 2020.For details, please refer
to the "Announcement on the First Repurchase of the Company's Shares" (Announcement
No.:2020-02) disclosed by the Company on Cninfo Information Network on February 19, 2020.
3. As of November 30, 2020, the Company completed the share repurchase, and actually
repurchased 19,551,800 shares of the Company, accounting for 2.59% of the Company's total share
capital, with the highest price of repurchase was 9.17 HKD / share, the lowest price of repurchase
was 7.22 HKD / share, and the total amount of funds used was 160,734,718.28 HKD. The
repurchased shares will be used to implement the employee stock ownership plan or equity
incentives, and if the Company fails to implement the afore-said purposes within 36 months after the
completion of the share repurchase, or the repurchased shares are not fully used for the afore-said
purposes, the unused part will be cancelled according to law. For details, please refer to the
"Announcement on the Implementation Results of Share Repurchase Namely Change in Shares"
(Announcement No.: 2020-71) disclosed by the Company on CninfoInformation Network
(http://www.cninfo.com.cn) on December 2, 2020.
II. Information of use of repurchased shares
1. According to the above-mentioned arrangements for the purpose of repurchasing shares, the
Company held the 14th meeting of the 8th session of the Board of Directors, the 9th meeting of the
8th session of the Board of Supervisors and the second extraordinary general meeting of
shareholders in 2021 on July 11, 2021 and August 27, 2021respectively, and it deliberated and
passed the "Proposal on the Company’s 2021 Restricted Stock Incentive Plan and its Summary" and
other relevant proposals.
2. On August 30, 2021, the Company held the 16th meeting of the 8th session of the Board of
Directors and the 11th meeting of the 8th Board of Supervisors, in which it deliberated and passed
the "Proposal on the First Grant of Restricted Shares to Incentive Objects" and other relevant
proposals. On December 16, 2021, the "Proposal on Granting Part Reserved Restricted Shares to
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Incentive Objects" was deliberated and passed in the 20th meeting of the 8th Session Board of
Directors and the 13th meeting of the 8th Session Board of Supervisors of the Company.
3. On October 22, 2021, the Company completed the registration of the first grant of restricted
shares, with 455 persons registered for the first time and 18,060,000 shares was registered. On
January 14, 2022, the Company completed the registration of reserved restricted shares for the grant
of 37 persons with the number of registered shares of 1,380,000. In total, the Company completed
the transfer registration of 19.44 million restricted shares to 492 eligible incentive objects. After the
completion of the registration of the afore-said grant, the remaining shares in the Company's
repurchase special securities account are 111,800 shares.
III. The reason for cancellation and the number of shares cancelled this time
According to the relevant provisions of the "Proposal on Repurchase of the Company's Shares"
and "The Repurchase Report" deliberated and passed by the Company's second extraordinary
general meeting of shareholders in 2019, the shares repurchased by the Company will be used to
implement the employee stock ownership plan or equity incentives, and if the company fails to
implement the above purposes within 36 months after the completion of the share repurchase, or the
repurchased shares are not fully used for the above purposes, the unused part will be cancelled
according to law.
According to the implementation of the Company's restricted stock incentive plan in 2021, the
Company granted a total of 19.44 million shares of restricted stock to incentive objects, there was
111,800 repurchased shares remained in the special securities account. In accordance with the
relevant provisions of The Company Law and the actual situation of the Company, the Company
intends to cancel the remaining 111,800 shares in the repurchase special securities account.
IV. Changes in the share capital structure after the cancellation of shares
After the completion of this cancellation of shares, the total number of shares of the Company
will be reduced from 979,648,800 shares to 979,537,000 shares, and the Company's share capital
structure will change as follows:
Number of
Nature of shares Before this change After this change
additions or
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Number decreases Number
Proportion Proportion
(Shares) (shares) (Shares)
I: Non-tradable
623,772,240 63.67% 623,772,240 63.68%
shares
II.Tradable shares 355,876,560 36.33% -111,800 355,764,760 36.32%
Thereinto: 1.
24,816,297 2.53% -111,800 24,704,497 2.52%
Limited tradable
shares
2. Unlimited 331,060,263 33.79% 331,060,263 33.80%
sale of tradable
III. Total share 979,648,800 100.00% -111,800 979,537,000 100.00%
shares
capitalV. The impact of this cancellation of shares on the Company
The cancellation of the remaining shares in the special securities account for repurchase will not
have a significant impact on the Company's financial position and operating results, nor will be harm
to the interests of the Company and the interests of all shareholders, and the equity structure of the
Company after the cancellation meets the conditions of a listed company and will not affect the
Company's listing status.
VI. Opinions of Independent Directors
After verification, we considered that the Company's cancellation of the remaining shares in the
special securities account for repurchase complies with the relevant provisions of The Company Law,
the deliberation procedure is legal and valid, it will not have a substantial impact on the Company's
financial status and operating results, and it does not harm the interests of the Company and all its
shareholders, especially to the interests of small and medium shareholders.
We agreed that the Company will cancel the remaining 111,800 shares in the repurchase of the
special securities account and agreed to submit the matter to the Company's general meeting of
shareholders for consideration.
VII.Documents for reference
1.Resolutions of the 32rd meeting of the 8th board of directors;
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This announcement is hereby made.
The Board of Directors of Hangzhou Steam Turbine Power Group Co., Ltd.
March 29, 2023
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