Stock Code: 200771 Stock ID: Hangqilun B Announcement No.: 2023-84
Hangzhou Turbine Power Group Co., Ltd.
Announcement on Changing the 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 October 30, 2023, the 3rd meeting of the Ninth Board of Directors will be held, and the
Proposal on the 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:
(1) As a result of the Company's repurchase and cancellation of 434,803 restricted shares,
the total share capital of the Company is reduced from 1,175,444,400 shares to 1,175,009,597
shares, and the registered capital of the Company is reduced from 1,175,444,400 yuan to
1,175,009,597 yuan. Based on the afore-said change in registered capital, the Company intends to
amend the corresponding articles of the Articles of Association of the Company.
(2) According to the relevant requirements of the industrial and commercial registration
agency, the Company improves the expression of the provisions of the articles of association such
as the number of independent directors, the number of deputy general managers, the number of
employee supervisors, the shareholders' general meeting and the presiding chairman of the board
of directors.
For details, please refer to the Annex: Comparative Table of Amendments to the Articles of
Association.
After the proposal is deliberated and approved by the board of directors, it shall be submitted
to the general meeting of shareholders for deliberation.
The above change of registered capital and amendments to the articles of association shall be
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subject to the final approval of the industrial and commercial registration authority.
The Board of Directors of Hangzhou Turbine Power Group Co., Ltd.
October 31, 2023
Annex: Comparison Table of Amendments to Articles of Association
S /N Before amendment After amendment
1 Article 5.2 Article 5.2
In 2023, the Company repurchased and cancelled After the implementation of the profit distribution plan
531,180 restricted shares, and cancelled and approved by the Company at the 2022 Annual General
repurchased 111,800 remaining shares, therefore the M eeting of Shareholders to give 2 shares for every 10
Company's share capital is changed to 979,537,000 shares, the Company's share capital is increased to
shares. After the implementation of the profit 1,175,444,400 shares. In 2023, the Company repurchased
distribution plan approved by the Company at the 2022 and cancelled 434,803 restricted shares, and the Company's
Annual General M eeting of Shareholders to give 2 share capital is changed to 1,175,009,597 shares.
shares for every 10 shares, the Company's share capital
is increased to 1,175,444,400 shares.
Thereinto, Hangzhou Turbine Holdings Co., Ltd., a
national legal person shareholder, holds 689,715,889
shares, accounting for 58.68% of the total share capital;
Guoxin Guotong (Hangzhou) Equity Investment Co.,
Ltd.-Hangzhou Qitong Equity Investment Partnership
(Limited Partnership) holds 58,810,799 shares,
accounting for 5.00% of the total share capital. The
number of domestically listed foreign shares (B shares)
is changed to 426,917,712 shares, accounting for
36.32% of the total share capital.
2 Article 8 The registered capital of the Company is Article 8 The registered capital of the Company is
RM B 1,175,444,400. RM B 1,175,009,597.
Article 13 Other senior management personnel in
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the Articles of Association refer to the deputy general Article 13 Other senior management personnel in the
manager, chief engineer, chief accountant and secretary Articles of Association refer to the Company's deputy
of the board of directors of the Company. general manager, chief engineer, chief accountant (the
Company’s chief financial officer) and secretary of the
board of directors.
4 Article 21 The share capital structure of the Article 21 The share capital structure of the Company
Company is: the total share capital is 1,175,444,400 is: the total share capital is 1,175,009,597 shares, of which
shares, of which the promoter Hangzhou Turbine the promoter Hangzhou Turbine Holdings Co., Ltd. holds
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Holdings Co., Ltd. holds 689,715,889 national shares 689,715,889 national shares, accounting for 58.70% of the
(of which: after the implementation of the distribution total share capital; Guoxin Guotong (Hangzhou) Equity
plan of giving 2 shares for every 10 shares in 2022, Investment Co., Ltd. - Hangzhou Qitong Equity Investment
114,952,648 shares are increased), accounting for Partnership (Limited Partnership), a state-owned legal
58.68% of the total share capital; Guoxin Guotong person shareholder, holds 58,810,799 shares, accounting
(Hangzhou) Equity Investment Co., Ltd.-Hangzhou for 5.00% of the total share capital; The number of
Qitong Equity Investment Partnership (Limited domestically listed foreign shares (B shares) is 426,482,909
Partnership) holds 58,810,799 national shares (of shares, accounting for 36.30% of the total share capital.
which: after the implementation of the distribution plan
of giving 2 shares for every 10 shares in 2022,
9,801,800 shares are increased), accounting for 5.00%
of the total share capital; There
are426,917,712domestically listed B shares(of which:
after the implementation of the distribution plan of
giving 2 shares for every 10 shares in 2022, 71,152,952
shares are increased), accounting for 36.32% of the
total share capital.
Article 74 The general meeting of shareholders Article 74 The general meeting of shareholders shall
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shall be presided over by the chairman of the board. If be presided over by the chairman of the board. If the
the chairman of the board of directors is unable to chairman of the board of directors is unable to perform
perform his/her duties or fails to perform his/her duties, his/her duties or fails to perform his/her duties, the vice
the chairman of the board of directors shall designate chairman of the board of directors shall preside, and if the
the vice chairman of the board of directors to preside, vice chairman is unable to perform his/her duties or fails to
and if the vice chairman is unable to perform his/her perform his/her duties, a director jointly elected by more
duties or fails to perform his/her duties, a director than half of the directors shall preside.
jointly elected by more than half of the directors shall The general meeting of shareholders convened by the
preside. board of supervisors themselves shall be presided over by
The general meeting of shareholders convened by the chairman of the board of supervisors. If the chairman of
the board of supervisors themselves shall be presided the board of supervisors is unable to perform his/her duties
over by the chairman of the board of supervisors. If the or fails to perform his/her duties, a supervisor jointly
chairman of the board of supervisors is unable to elected by more than half of the supervisors shall preside.
perform his/her duties or fails to perform his/her duties,
the chairman of the board of supervisors shall designate
a supervisor to preside, or if the chairman of the board
of supervisors not designates a supervisor, a supervisor
jointly elected by more than half of the supervisors
shall preside.
Article 112 The board of directors shall consist of Article 112 The Board of Directors shall consist of 9
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9 directors, including 1 chairman and 1 vice chairman. directors, including 4 independent directors.
Article 119 If the vice chairman of the Company Article 119 If the vice chairman of the board of
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assists the chairman of the board of directors in his directors assists the chairman of the board of directors in
work, and the chairman of the board of directors is his/her work, and the chairman of the board of directors is
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unable to perform his/her duties or fails to perform unable to perform his/her duties or fails to perform his/her
his/her duties, the chairman of the board of directors duties, the vice chairman of the board of directors shall
shall designate the vice chairman of the board of perform his/herduties; If the vice chairman of the board of
directors to perform his/her duties; If the vice chairman directors is unable to perform his/her duties or fails to
of the board of directors is unable to perform his/her perform his/her duties, a director jointly elected by more
duties or fails to perform his/her duties, a director than half of the directors shall perform his/her duties.
jointly elected by more than half of the directors shall
perform his/her duties.
Article 130 The Company shall set one general The Company sets 6 deputy general managers, 1 chief
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manager, who shall be appointed or dismissed by the engineer, 1 chief accountant and 1 secretary of the board of
board of directors. directors, and the afore-said personnel are senior
The Company sets deputy general manager, chief management personnel of the Company, who are appointed
engineer, chief accountant and secretary of the board of or dismissed by the board of directors.
directors, who are appointed or dismissed by the board
of directors.
The general manager, deputy general manager,
chief engineer, chief accountant and secretary of the
board of directors of the Company are the senior
management of the Company.
Article 149 The Company shall set a board of Where the chairman of the board of supervisors is
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supervisors. The Supervisory Board shall be consisted unable to perform his/her duties or fails to perform his/her
of three members of supervisors, and the Supervisory duties, a supervisor jointly elected by more than half of the
Board shall set one chairman. The chairman of the supervisors shall convene and preside over the meetings of
board of supervisors shall be elected by more than half the board of supervisors.
of all supervisors. The Chairman of the Supervisory The board of supervisors shall include shareholder
Board convenes and presides over the meetings of the representatives and an appropriate proportion of employee
Supervisory Board; If the chairman of the board of representatives of the Company, of which there is one
supervisors is unable to perform his/her duties or fails employee representative.
to perform his/her duties, the chairman of the board of
supervisors shall designate a supervisor to convene and
preside over the meetings of the board of supervisors.
The board of supervisors shall include shareholder
representatives and an appropriate proportion of
employee representatives of the Company, of which the
proportion of employee representatives shall not be less
than 1/3. The employee representatives of the board of
supervisors shall be democratically elected by the
employees of the Company through the employee
representative assembly, employee assembly or other
forms.
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