Stock Code: 200771 Stock ID: Hangqilun B Announcement No. 2016-18
Hangzhou Steam Turbine Co., Ltd.
Resolutions of the 28th Meeting of the 6th Term of Board
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.
The notice for calling of the 28th session of the 6th term of Board of Hangzhou Steam Turbine Co.,
Ltd. was served on March 7, 2016, and the meeting was held in the morning of March 17, 2016 in
the meeting room No.2 of the reception center of the Company. All of the 11 directors attended the
meeting and examined and voted on the proposals on the meeting.（Director Nie Zhonghai and
Independent Director Tan Jianrong Voted by telecommunication.）The supervisors and senior
executives of the Company observed the meeting. The meeting procedures are legal and
complying with the Company Law and Articles of Association.
The meeting was hosted by Chairman Zheng Bin.
The following proposals were examined at the meeting and passed by open ballot：
I. Work Report of the General Manager 2015
11 votes in favor, 0 objection, 0 waive, the proposal was adopted.
II. Work Report of the Board 2015
11 votes in favor, 0 objection, 0 waive, the proposal was adopted.
The complete report is available in Chapter IV Annual Report 2015 released on the official
website (http//www.cninfo.com.cn) of Shenzhen Stock Exchange dated March 19, 2016.
(Announcement No. 2016-20).
This report is subject to approval of the Shareholders’ Meeting 2015.
III. Annual Report 2015 and Summary
11 votes in favor, 0 objection, 0 waive, the proposal was adopted.
The Board inspected and discussed on the Annual Report 2015. All of the members considered the
report was frankly and completely reflecting the financial situation and business performance in
the report term (January 1 – December 31, 2015). The Board will assume joint and individual
responsibilities for the accuracy, authentic, and completeness of the Report.
The full text of the Annual Report 2015 is available at http://www.cninfo.com.cn (Announcement
No. 2016-20) on March 19, 2016. The summary of Annual Report 2015 is available as
Announcement No. 2016-21 released by Securities Times, Shanghai Securities Daily, Hong Kong
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Commercial Daily and http://www.cninfo.com.cn dated March 19, 2016.
This report is subject to approval of the Shareholders’ Meeting 2015.
IV. The Financial Report 2015
11 votes in favor, 0 objection, 0 waive, the proposal was adopted.
The Financial Report 2015 is available in Chapter X of Annual Report 2015 released on the
official website (http//www.cninfo.com.cn) of Shenzhen Stock Exchange dated March 28, 2015.
(Announcement No. 2016-20).
This report is subject to approval of the Shareholders’ Meeting 2015.
V. The Dividend Plan 2015
The proposal was adopted by 11 votes in favor, 0 objection, and 0 waive.
Basing on the audited financial accounts of 2015, the Company realized RMB-113,688,195.79 of
net profit. After providing RMB0.00 of surplus reserves, the accumulated retained profit is
RMB2,201,224,089.10.
The profit distribution plan, which was proposed by the Board, is: The Company will not
distribute cash dividend or bonus shares, neither capitalizing of common reserves for the report
period. The Dividend Plan is subject to approval of the Shareholders’ Meeting 2015.
VI. The Internal Control Introspective Report 2015
11 votes in favor, 0 objection, 0 waive, the proposal was adopted.
The complete report is available on the official website (http//www.cninfo.com.cn) of Shenzhen
Stock Exchange dated March 19, 2016. (Announcement No. 2016-24).
VII. Report of Related Transactions in 2015 and Projected for Year 2016
Nie Zhonghai, Yan Jianhua, Yang Yongming, Zheng Bin, and Ye Zhong – the related directors,
waived from voting of this proposal. It was approved by 6 votes in favor, 0 objection and 0 waive.
The report on related transactions is available at http://www.cninfo.com.cn (Announcement No.
2016-25) on March 19, 2016 as well as Securities Times, Shanghai Securities Daily, Hong Kong
Commercial Daily and http://www.cninfo.com.. This proposal is subject to examination of the
Shareholders’ Meeting 2015, and Hangzhou Steam Turbine Power Group Co., Ltd. shall waive
from voting of this proposal.
VIII. The Proposal to extend the service of Pan-China CPA as auditor of the Company for
year 2016
11 votes in favor, 0 objection, 0 waive, the proposal was adopted.
The complete report is available on the official website (http//www.cninfo.com.cn) of Shenzhen
Stock Exchange dated March 19, 2016. (Announcement No. 2016-26). This proposal is subject to
the examination at the Shareholders’ Meeting 2015.
IX. The Proposal of nominating directors and independent directors for the 7th term of
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Board of the Company
The candidates of the new term of board were examined by the current Board of Directors.
The proposal of nominations of candidates for the 7th term of Board was voted by the current
Directors as the followings:
To nominate Mr.Nie Zhonghai candidate of director of the 7th term of Board-11 votes in favor, 0
objection, 0 waive;
To nominate Mr.Yan Jianhua candidate of director of the 7th term of Board-11 votes in favor, 0
objection, 0 waive;
To nominate Mr. Yang Yongming candidate of director of the 7th term of Board-11 votes in favor, 0
objection, 0 waive;
To nominate Mr. Zheng Bin candidate of director of the 7th term of Board-11 votes in favor, 0
objection, 0 waive;
To nominate Mr. Ye Zhong candidate of director of the 7th term of Board-11 votes in favor, 0
objection, 0 waive;
To nominate Mr. Liu Guoqiang candidate of director of the 7th term of Board-11 votes in favor, 0
objection, 0 waive;
To nominate Mr. Kong Jianqiang candidate of director of the 7th term of Board-11 votes in favor, 0
objection, 0 waive;
To nominate Ms. Zhang Xiaoyan candidate of Independent director of the 7th term of Board-11
votes in favor, 0 objection, 0 waive;
To nominate Mr. Ma Lihong candidate of Independent director of the 7th term of Board-11 votes in
favor, 0 objection, 0 waive.
To nominate Mr.Chen Danhong candidate of Independent director of the 7th term of Board-11
votes in favor, 0 objection, 0 waive.
To nominate Ms. Gu Xinjian candidate of Independent director of the 7th term of Board-11 votes
in favor, 0 objection, 0 waive.
Statements of the nominators and candidates are available as Announcement No. 2016-31,2016-32
on Securities Times, Shanghai Securities Daily, Hong Kong Commercial Daily and
http://www.cninfo.com.cn dated March 19,2016. Resumes of the above candidates are available as
attachement to this announcement. This proposal is subject to the examination of the Shareholders’
Annual Meeting 2015. Qualifications of the candidates and their independency are subject to be
filed and approved by Shenzhen Stock Exchange before being voted at the Shareholders’ Annual
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Meeting.
X. The Meeting Examined of “Development Plans on Examining the Thirteenth Five-Year
Plans of the Company
11 votes in favor, 0 objection, 0 waive, the proposal was adopted.
The complete report is available in Chapter IV of Annual Report 2015 released on the official
website (http//www.cninfo.com.cn) of Shenzhen Stock Exchange dated March 19, 2016.
(Announcement No. 2016-20).
XI. The Proposal of Remunerations for Directors and Executives for Year 2015
11 votes in favor, 0 objection, 0 waive, the proposal was adopted.
The complete report is available in Chapter VIII of Annual Report 2015 released on the official
website (http//www.cninfo.com.cn) of Shenzhen Stock Exchange dated March 19, 2016.
(Announcement No. 2016-20).
XII. The Proposal of calling the Shareholders’ Annual Meeting 2015
11 votes in favor, 0 objection, 0 waive, the proposal was adopted.
The Notice for Holding of Shareholders’ Annual Meeting 2015 is available at
http://www.cninfo.com.cn (Announcement No. 2016-27) on March 19, 2016 as well as Securities
Times, Shanghai Securities Daily, Hong Kong Commercial Daily and http://www.cninfo.com.cn
XIII.2013-2015 Social Responsibility Report of the Company
11 votes in favor, 0 objection, 0 waive, the proposal was adopted.
The complete report is available on the official website (http//www.cninfo.com.cn) of Shenzhen
Stock Exchange dated March 19, 2016. (Announcement No. 2016-28).
XIV. The Proposal of the provision for impairment of assets for year 2015
11 votes in favor, 0 objection, 0 waive, the proposal was adopted.
The board of directors reckoned that: the provision for impairment of assets was in accordance
with the Accounting Standards for Enterprises and the company’s management institution on
provision for impairment of assets, and that was in line with the principle of prudence and was
reasonable, objectively and fairly reflected the company’s financial status, so the board agreed the
provision for impairment of assets.
The complete report is available on the official website (http//www.cninfo.com.cn) of Shenzhen
Stock Exchange dated March 19, 2016. (Announcement No. 2016-38).
This proposal is subject to examination of the Shareholders’ Meeting 2015.
XV.The Above Extending Engaging of routine related transaction contract
Nie Zhonghai, Yan Jianhua, Yang Yongming, Zheng Bin, and Ye Zhong – the related directors,
waived from voting of this proposal. It was approved by 6 votes in favor, 0 objection and 0 waive.
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The report on related transactions is available at http://www.cninfo.com.cn (Announcement No.
2016-29) on March 19, 2016 as well as Securities Times, Shanghai Securities Daily, Hong Kong
Commercial Daily and http://www.cninfo.com.cn.
This proposal is subject to examination of the Shareholders’ Meeting 2015, and Hangzhou Steam
Turbine Power Group Co., Ltd. shall waive from voting of this proposal.
XVI. The Proposal of Using Idle Capital to Invest on Mid-short Term Financing
Instruments in 2016
The proposal was adopted with 11 votes in favor, 0 objection and 0 waive.
The complete report is available on the official website (http//www.cninfo.com.cn) of Shenzhen
Stock Exchange dated March 19, 2016. (Announcement No. 2016-30).
XVII.The Proposal on the Company’s Application to China Everbright Bank for the Credit
of RMB 150 million
11 votes in favor, 0 objection, 0 waive, the proposal was adopted.
XVIII. The Proposal of 2015 Write-offs Asset of the Company
11 votes in favor, 0 objection, 0 waive, the proposal was adopted.
The Company’s board of directors considers that this write-offs asset complied with Accounting
Standards for Business Enterprises and management system on the Company’s write-offs asset,
which truly reflected the Company’s financial condition, where the write-offs basis is sufficient
and which won’t involve with the Company’s relate party. Therefore,the Company’s board of
directors agreed on this write-offs asset.
The complete report is available on the official website (http//www.cninfo.com.cn) of Shenzhen
Stock Exchange dated March 19, 2016. (Announcement No. 2016-38).
The Board of Directors of Hangzhou Steam Turbine Co., Ltd.
March 17, 2016
Attachment: Resumes of the candidates of directors and independent directors of the 7th term of
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Board
Mr. Zheng Bin, born in November 1964, CCP member, university graduate, senior economics
professional certification. He used to be chairman of Hangzhou Dongfeng Shipyard Co., Ltd. and
currently vice general manager and CCP commissioner of Hangzhou Steam Turbine Power Group
Co., Ltd. He was elected director and vice chairman at the 7th meeting of the 4th term of Board,
and was elected again the Vice Chairman of the 5th term of Board. He was engaged General
Manager of the Company on June 3, 2013. He was engaged the vice Chairman and vice general
manager of HSTG on November 27, 2014, and Chairman of the Company on December 2014.
Mr. Zheng Bin is not holding the Company’s shares; never under any punishment of any
authorities including CSSRC. He is qualified for the job according to the Company Law and all
related laws and regulations.
Mr. Nie Zhonghai: Born in October 1957, CCP member; university graduate; certified senior
economist, chief secretary of CCP Committee of the Company. In August 2003, Mr. Nie
assumed Secretary of the Party and Chairman of the Board of Huangzhou Steam Turbine Power
Group Co., Ltd. He was elected as Director and Chairman of the 2nd, 3rd, 4th, 5th, and 6th term of
Board of the Company. He still take the position of director of the Company after resigning from
the position of Chairman of Board of the Company since December 2014.
Mr. Nie is not holding the Company’s shares; never under any punishment of any authorities
including CSSRC. He is qualified for the job according to the Company Law and all related laws
and regulations.
Mr. Yan Jianhua: born in September 1958, CCP member; college degree; Professorial Senior
Engineer. When the Board of Directors changed on June 25, 2001, Mr. Yan was elected as Director
of the 2nd term of Board and General Manager of the Company. Since then he has been the
director of the 3rd, 4th, and 5th terms of the Board, and General Manager as well. He took the
position of vice Chairman and General Manager of Hangzhou Steam Turbine Power Group Co.,
Ltd. since May 2013. Currently he’s the Vice Chairman of the 6th term of Board of the Company.
Mr. Yan is not holding the Company’s shares; never under any punishment of any authorities
including CSSRC. He is qualified for the job according to the Company Law and all related laws
and regulations.
Mr. Yang Yongming, born in November 1964, CCP member, university graduate, certified senior
economist. Started working in July 1986. He used to be the vice director and director of
Production Planning and Sales Administration Departments of the Company; vice general
manager, general manager, and vice chairman of Hangzhou Dongfeng Shipyard Ltd. Currently
he’s the vice general manager of Hangzhou Steam Turbine Power Group Co., Ltd. and Vice
Chairman of the 6th term of Board of the Company.
Mr. Yang is not holding the Company’s shares; never under any punishment of any authorities
including CSSRC. He is qualified for the job according to the Company Law and all related laws
and regulations.
Mr. Ye Zhong: born in April 1968, CCP member; bachelor degree; professor and senior engineer.
When the Board of Directors was altered on June 25, 2001, Mr. Ye was selected the Director of
the second Board and Chief Engineer of the Company. Since then, he was the director of the 2nd
term of Board, Chief Engineer; director of the 3rd term of Board, Vice General Manager; Director
of the 4th and 5th terms of Board, Vice General Manager, and Chief Engineer. He’s the Standing
Vice General Manager and director of the 6th term of Board of the Company, and General
Manager of the Company since December 2014.
Mr. Ye is not holding the Company’s shares; never under any punishment of any authorities
including CSSRC. He is qualified for the job according to the Company Law and all related laws
and regulations.
Mr. Liu Guoqiang, born in June 1957, CCP member, university graduate, senior economist.
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Currently he’s the vice chief secretary of CCP committee, the Discipline Committee, and
Chairman of Trade Union. He used to be vice general manager of the Company from 2005 to 2009.
In February 2009, he was elected director of the 4th term of Board, and successively director of
the 5th term of Board. Currently he’s the director of the 6th term of Board of the Company.
Mr.Liu has not any relationship with any of the Company, the holding shareholders, or the
substaintial holder of the Company. Mr. Liu is not holding the Company’s shares; never under any
punishment of any authorities including CSSRC. He is qualified for the job according to the
Company Law and all related laws and regulations.
Mr. Kong Jianqiang, born in May 1970, CCP member, Master of Engineering, certified senior
engineer. Started working in July 1992. He used to be technician, head of workshop, vice director,
and director of Steam Turbine Institute of the company. He’s the director of the 6th term of Board
since June 2013, and Engineer General of the Company since December 2014.
Mr. Kong has not any relationship with any of the Company, the holding shareholders, or the
substaintial holder of the Company. Mr. Liu is not holding the Company’s shares; never under any
punishment of any authorities including CSSRC. He is qualified for the job according to the
Company Law and all related laws and regulations.
Resume of the nominees of independent directors:
Ms.Zhang Xiaoyan, female, born in Mar. 1973, master of management.
holding the position of the partner of Beijing Kangda (Hangzhou) Law Firm at present.
Graduating from Law Department of Hangzhou University in 1994, she then incepted a
master's degree in management of Zhejiang Gongshang University, School of Business and
Administration in 1999. Since 1994, she successively worked in Zhejiang Securities Co., Ltd,
Zhejiang Senhe Seed Co., Ltd, Shanghai AllBright Law Offices (Hangzhou), Beijing Gaopeng &
Partners Hangzhou Office, Beijing Kangda Law Firm (Hangzhou). She currently holds the post of
the partner of Beijing Kangda (Hangzhou) Law Firm Not only being skilled at reformation, listing,
floatation, m&a and refinancing for listed company, but also at venture capital, industrial fund,
shares incentive, shares option including its contract’s negotiation,signing and litigation,etc. Since
December 2015, she’s the independent director of the 6th term of Board.
Ms. Zhang has not any relationship with any of the Company, the holding shareholders, or
the substaintial holder of the Company. She is not holding the Company’s shares; has never been
under any punishment of any authorities including CSSRC. She is qualified for the job according
to the Company Law and all related laws and regulations.
Ms. Chen Danhong, born in 1964, graduated from Zhejiang Gongshang University (The
former Hangzhou Institute of Commerce) with major in statistics. She has served successively as
the teaching assistant of Shanghai Cadre Institute of Economic Management, the section chief of
accounting of the financial department of Zhejiang Gongshang University, the general manager of
the planning finance department and lately being the HR manager of Zhejiang branch of New
China Life Insurance Co.,Ltd, the executive vice president of Zhejiang Zhongye Share-holding
Co.,Ltd, the CEO of Dao Dao Group Co.,Ltd, the vice general manager and CFO of Zhejiang
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Triumphal Arch Macao Doulao Group Co. Ltd. She used to be the special inspector of the Tax
Bureau of Zhejiang Province, the CPPCC of Xihu District and the special auditor of the Audit
Bureau of Xihu District. In Apr, 1997, she obtained the national qualification of CPA. In Dec,
1997, she was recognized by the Ministry of Internal Trade as a senior accountant. In Mar, 2015,
she was the independent director of Zhejiang Tianma Bearing Co.,Ltd. She was qualified to be an
independent director.
Ms. Chen has not any relationship with any of the Company, the holding shareholders, or the
substaintial holder of the Company. She is not holding the Company’s shares; has never been
under any punishment of any authorities including CSSRC. She is qualified for the job according
to the Company Law and all related laws and regulations.
Mr. Ma Lihong, born in 1952, Professor, PHD in management, graduated from Fudan
University. He had served in The Third Middle school of Hohhot City Inner Mongolia, the
propaganda department of Huangyan County Committee of Zhejiang Province and Zhejiang
Administration Institute. He has successively served as the director of the administration
department of Zhejiang Administration Institute, deputy inspector of Zhejiang Provincial Party
School, vice-president of Zhejiang Provincial Party School, vice-president of Zhejiang
Administration Institute. He used to be the vice-chairman of the Zhejiang Sociology Association,
the expert in the subject-review team of National Social Science Fund. In 2010, he was approved
to enjoy the special government allowances. He was the responsible person for many times to
presided over the major subjects of National Social Science Funds and major subjects of Zhejiang
Provincial Social Science. He was qualified to be an independent director.
Mr. Ma has not any relationship with any of the Company, the holding shareholders, or the
substaintial holder of the Company. He is not holding the Company’s shares; has never been under
any punishment of any authorities including CSSRC. He is qualified for the job according to the
Company Law and all related laws and regulations.
Mr. Gu Xinjian, born in July 1956, PHD in engineering, Professor in the Modern
Manufacturing Engineering Institute of Zhejiang University, doctor tutor. He is the deputy director
of Innovation Management and Sustainable Competiveness Research Center of Zhejiang
University and the director of Patent and Standard Strategic Research Institute. He won the
National Science and Technology Progress Second-Class Award for once. He had been
responsible for 3 items of The National Natural Science Fund Project in successively, and he had
been responsible or cooperatively been responsible for 8 items of The National 863 High-tech
Project, appraised 6 items of projects. From Jan, 1982 to Sep, 1984, he had been an assistant
engineer of 1051 Research Institute of Ministry of Electronics Industry. Since Aug, 1987, he has
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been engaging in the scientific research and educational work in the department of mechanical
engineering of Zhejiang University, mainly engaged in the research of manufacturing
informatization, enterprise modeling, networked manufacturing, advanced manufacturing system
mode and mechanical manufacturing systems engineering. He was qualified to be an independent
director.
Mr.Gu has not any relationship with any of the Company, the holding shareholders, or the
substaintial holder of the Company. He is not holding the Company’s shares; has never been under
any punishment of any authorities including CSSRC. He is qualified for the job according to the
Company Law and all related laws and regulations.
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