杭汽轮B:关于召开2015年度股东大会的通知(英文版)

来源:深交所 2016-03-19 00:00:00
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Stock Code: 200771 Stock ID: Hangqilun B Announcement No. 2016-27

Hangzhou Steam Turbine Co., Ltd.

Notice for Holding of Shareholders’ Meeting 2015

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.

I. Profiles of the meeting

1. Description of the meeting: The Shareholders’ Meeting 2015 of Hangzhou Steam Turbine Co., Ltd.

(the Company)

2. Caller of the meeting: Board of Directors of the Company. The 28th meeting of the sixth Board of

Directors was held on March 17, 2016, The meeting examined the Proposal for Holding of

Shareholders’ Meeting. For details please find the Resolutions of the 28th Meeting of the sixth Board

of Directors.(Announcement No. 2016-18).

3. Legality and validation of the meeting Calling of the shareholders’ meeting is complying with the

laws and regulations, government documents, standards, as well as the Articles of Association of the

Company.

4. Time, date of the meeting

(1) Time/date of the onsite meeting: May 18, 2016(Wednesday),13:00 pm , meeting will be half a day.

(2)Time of voting through network:

Online voting through the trading system of SSE will be 9:30~11:30,13:00~15:00 May 18, 2016;

Votes can be made anytime between 15:00 May 17, 2016 and 15:00 May 18, 2016 through the online

voting system provided by SSE.

5. Way of meeting

(1)This shareholders’ meeting will be held both onsite and online.

(2) Online voting system will be provided through the trading system and website of Shenzhen Stock

Exchange (http://wltp.cninfo.com.cn). Current shareholders may vote online in the period as provided

hereinabove.

(3) Shareholder can only choose to vote by one of the above ways. The 1st vote will prevail when

repeated votes are made by both ways.

6. Qualification for the meeting:

(1) All of the state-owned shareholders and B-share holders registered by China Securities Depository

& Clearing Corporation Ltd. Shenzhen Branch at the closing of stock market at 3:00 PM, May 11 ,

2016. Shareholders may attend the meeting personally or empower proxies to present the meeting.

The proxies are not necessarily shareholders of the Company.

(2) Directors, supervisors, and executives of the Company.

(3) Legal consultant of the Company: Zhejiang Tiance Law Firm

7. Venue of the meeting: Meeting Room No.2 Reception Center. 357 Shiqiao Road, Xiacheng,

Hangzhou, Zhejiang.

II. Proposals to be examined at the meeting

The shareholders' general meeting will consider and vote on the following matters:

1. Report of the Board 2015

2. Report of the Supervisory Committee 2015

The complete report is available on the official website (http//www.cninfo.com.cn) of Shenzhen Stock

Exchange dated March 19, 2016. (Announcement No. 2016-37).

3. Annual Report 2015 and Summary

4. Financial Report 2015

5. Dividend Plan 2016

The above proposal 1, 3, 4, 5 are available on the official website (http//www.cninfo.com.cn) of

Shenzhen Stock Exchange dated March 19, 2016. (Announcement No. 2016-20).

6. Related transaction of 2015 and projected for 2016

The complete report is available on the official website (http//www.cninfo.com.cn) of Shenzhen Stock

Exchange, and Securities Times, Shanghai Securities Daily, and Hong Kong Commercial Daily dated

March 19, 2016. (Announcement No. 2016-25).

7.The Proposal of About Extending Engaging of routine related transaction contract

The complete report is available on the official website (http//www.cninfo.com.cn) of Shenzhen Stock

Exchange, and Securities Times, Shanghai Securities Daily, and Hong Kong Commercial Daily dated

March 19, 2016. (Announcement No. 2016-29).

8. The Proposal to Extend Auditing Service of Pan-China CPA to Year 2016

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).

9.The Proposal on the Company’s election non-Independent Director of the 7th Board of

director

9.1 Nie Zhonghai was elected the 7th board of directors of non-independent Director;

9.2 Yan Jianhua was elected the 7th board of directors of non-independent Director;

9.3 Yang Yongming was elected the 7th board of directors of non-independent Director;

9.4 Zheng Bin was elected the 7th board of directors of non-independent Director;

9.5 Ye Zhong was elected the 7th board of directors of non-independent Director;

9.6 Liu Guoqiang was elected the 7th board of directors of non-independent Director;

9.7 Kong Jianqiang was elected the 7th board of directors of non-independent Director,

10. The meeting examined Proposal on the Company’s election Independent Director of the 7th

Board of director(Cumulative voting)

10.1 Zhang Xiaoyan was elected the 7th board of directors of independent Director;

10.2 Ma Lihong was elected the 7th board of directors of independent Director;

10.3 Chen Danhong elected the 7th board of directors of independent Director;

10.4 Gu Xinjian was elected the 7th board of directors of independent Director.

11 The Proposal on the Company’s election Supervisor of the 7th supervisory committee

(Cumulative voting)

11.1 Li Shijie was elected the 7th supervisor committee of Supervisor;

11.2 Zhang Yougen was elected the 7th supervisor committee of Supervisor;

11.3 Wang Xiaohui was elected the 7th supervisor committee of Supervisor.

The above proposal 9,10 and 11 are available on the official website (http//www.cninfo.com.cn) date

March 19, 2016.(Announcement No.2016-18,2016-19). of which:The qualification and independence

of the independent director candidates still need Shenzhen Exchange’s filing and examination, once

which is in unanimity, the shareholder’s meeting can put to votes.

Specific medias for disclosing information of the Company: Securities Times , Shanghai Securities

News and Hong Kong Commercial Daily respectively or www.cninfo.com.cn.

12.The Meeting examined the Proposal of the provision for impairment of assets for year 2015

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).

(II)Special remarks:

1. Proposal 6 and 7 concerns of related transactions. Hangzhou Steam Turbine Power Group Co., Ltd.

– the holding shareholder of the Company, shall waive from voting. All of the rest proposals are

common proposals which can be adopted by over half of valid shares at the meeting.

2.It shall adopt the cumulative voting system for the non-independent directors, independent directors

and supervisors elected through Proposal 9 , Proposal 10 and Proposal 11.

III. Registration issues

1. Way of registering: Shareholders please bring their ID card and shareholding account card to

register at the Company. Registration at the Company or through mail or fax are acceptable both for

shareholders or their attorneys.

2. Registration time limit: 15:30 May 13, 2016

3. Registration place: Board Office of the Company

4. Documents for registration:

(1) Shareholders please bring their ID card and shareholding account card to register at the Company.

An “Power of Attorney” is essential for attorneys. Attorneys of shareholders shall take the

shareholders’ account card, ID card of the consigner, the Power of Attorney, and his/her own ID card

to register.

(2) Legal person shareholders shall be represented by the legal representatives or the proxies

empowered by the legal representatives to attend the meeting. Legal representatives shall provide their

ID card, and effective evidence for his/her position. Proxies shall provide their ID cards and the Power

of Attorney issued by the legal representative.

(3) When attorney of a shareholder is carry on consigning a third person to present at the

shareholders’ meeting, the Power of Attorney or other authorization papers shall be notarized. The

notarized papers and the Power of Attorney shall be filed to the Company’s house or place

assigned by the notice.

IV. Procedures of online voting

Shareholders may use the trading system and internet voting system to vote for the meeting

(http://wltp.cninfo.com.cn). Details are:

(I) Voting procedures through SSE voting system

1. Voting code: 360771

2. Stock ID: Hangqi Voting

3. Voting time: 9:30-11:30 AM, 13:00-15:00 PM, May 18, 2016.

4. At the day of voting, the numbers under “Hangqi Voting” and “Closing Price Yesterday” are

the number of proposals to be voted upon.

5. Voting process using the trading system:

(1) Choose “buy”

(2) Input No. of proposals under “entrusted price”. RMB100 represents all of the proposals,

RMB1.00 represents proposal 1, RMB2.00 represents proposal 2, and so on. Each proposal shall

be voted separately by related entrust price.

(3)As to the proposal of electing the non-independent directors and independent directors and

supervisors, if 9 represents for electing non-independent directors, then 9.01 yuan represents the

first non-independent director candidate, 9.02 yuan represents the second non-independent

director candidate , in turn, 10.01 yuan represents the first independent director candidate, 10.02

represents the second independent director candidate.

List of proposals corresponding to prices:

No. of Title of the proposal Voting

proposal prices

General All proposal 100

proposal

Proposal 1 Work Report of the Board 2015 1.00

Proposal2 Work Report of the Supervisory Committee 2015 2.00

Proposal3 Annual Report 2015 and Summary 3.00

Proposal4 Financial Report 2015 4.00

The Dividend Plan 2015

Proposal5 5.00

Proposal6 Report of Related Transactions in 2015 and Projected for Year 2016 6.00

Proposal7 Proposal to Above Extending Engaging of routine related transaction contract 7.00

Proposal8 Proposal to extend the service of Pan-China CPA as auditor of the Company 8.00

for year 2016

Proposal 9 Proposal on the Company’s election non-Independent Director of the 7th Cumulative

Board of director voting

9.1 Nie Zhonghai was elected the 7th board of directors of non-independent 9.01

Director

9.2 Yan Jianhua was elected the 7th board of directors of non-independent 9.02

Director

9.3 Yang Yongming was elected the 7th board of directors of non-independent 9.03

Director

9.4 Zheng Bin was elected the 7th board of directors of non-independent Director 9.04

9.5 Ye Zhong was elected the 7th board of directors of non-independent Director 9.05

9.6 Liu Guoqiang was elected the 7th board of directors of non-independent 9.06

Director

9.7 Kong Jianqiang was elected the 7th board of directors of non-independent 9.07

Director

Proposal10 Proposal on the Company’s election Independent Director of the 7th Board of Cumulative

director voting

10.1 Zhang Xiaoyan was elected the 7th board of directors of independent Director 10.01

10.2 Ma Lihong was elected the 7th board of directors of independent Director 10.02

10.3 Chen Danhong elected the 7th board of directors of independent Director 10.03

10.4 Gu Xinjian was elected the 7th board of directors of independent Director 10.04

Proposal11 Proposal on the Company’s election Supervisor of the 7th supervisory Cumulative

committee voting

11.1 Li Shijie was elected the 7th supervisor committee of Supervisor 11.01

11.2 Zhang Yougen was elected the 7th supervisor committee of Supervisor 11.02

11.3 Wang Xiaohui was elected the 7th supervisor committee of Supervisor 11.03

Proposal 12 Proposal of the provision for impairment of assets for year 2015

(3)As to proposals without cumulative voting system, the voting decision shall be represented

by a number submitted by the item of “Commission Number” and the number of 1 represents

consent, the number of 2 represents objection and the number of 3 represents abstention.

The table of the “Commission Number” correspondingly representing the voting decision of

proposals without cumulative voting system:

Type of option Amount of vote

In favor 1 share

Objection 2 shares

Waive 3 shares

As to the proposals with cumulative voting system, the shareholder shall vote with the votes

not exceeding the electing votes the shareholder possessed, if the electing votes exceed the

electing votes the shareholder possessed, or vote more than the persons to be elected in the

competitive election, the corresponding votes of the shareholder shall be deemed as invalid votes.

The votes to a candidate representing by the submitted “Commission Number” are as follows:

Proposal 9.1-9.7 for election of 7 non-independent directors, then the total votes possessed by

the shareholder=Number of shares held×7;

Proposal 10.1-10.4 for election of 4 independent directors, then the total votes possessed by

the shareholder=Number of shares held×4;

Proposal 11.1-11.3 for election of 3 supervisors, then the total votes possessed by the

shareholder=Number of shares held×3;

The table of the votes that the candidate received and the corresponding “Commission number”

under the cumulative voting system:

The votes that the candidate received Commission Number

Voting for the candidate A with X1 X1 shares

votes

Voting for the candidate B with X2 X2 shares

votes

Voting for the candidate B with X3 X3 shares

votes

、、、 、、、

(4) By voting on “all proposals” shareholder means collective opinion on all proposals.

The 1st vote shall prevail when votes are repeated at general vote and individual vote. Votes on

individual proposal shall prevail when it is voted before the general vote. Un-voted proposals are

default to the vote on general. The general vote shall prevail when it is voted before individual

votes.

(5) The 1st vote on particular proposal is prevail and irrevocable.

(6)If the submission does not meet the above-said requirements, the submission shall be deemed

as invalid and not be included in the voting statistics.

(II) Procedures of voting through the internet voting system

1. Online voting starts at 3:00PM.May 17 , 2016 (a day before holding of onsite meeting), and

ends at 3:00PM May 18, 2016 (the day when the meeting is closed).

2. Shareholders’ who want to vote online shall go through the identification procedures and obtain

SSE Digital Certificate or SSE Investor Service Code, in accordance with SSE Guide of Online

Services (Revised September 2014).

Shareholder identification procedures:

(1) To apply for a service code

Connect your browser to http://wltp.cninfo.com.cn and click on “Service Code Application” .

Input relative information into fields under “Name”, “Securities Account No.” and so on. The

system will feedback a 4-digit verification code if successful.

(2) Activate the service code

Service code can be activated with the verification code by the same way as purchasing of shares

through the trading system.

Securities to purchase Purchase price Amount

369999 RMB 1.00 4-Digit verification code

5 minutes after activating of the service code, it can be used. The code is valid permanently and

does not need to be reactivated when voting for others. Report for loss of service code is

acceptable upon activation. New service code can be activated by the same way.

(3) Digital certificate may be applied from Shenzhen Securities Information Co., Ltd. or its agents.

Call these numbers for application of service code by telephone:

0755-83991880/25918485/25918486

Send e-mail to this address to inquire about digital certification: xuningyan@p5w.net

Inquiry number for online voting service: 0755-83991022/83990728/83991192

3. With a service code or digital certificate, shareholders may vote through the Internet service by

login at http://wltp.cninfo.com.cn.

(1) Login to http://wltp.cninfo.com.cn, select “Voting for the Shareholders’ Meeting 2015 of

Hangzhou Steam Turbine Co., Ltd.” under “List of Shareholders’ Meetings of Listed Companies”;

(2) Click “Login to vote”, select “Login by ID and password”, key in your “Securities Account

No.” and “Service Code”; Investors have digital certificates may select to login by CA certificate.

(3) Click on “To Vote”, and follow instructions on the screen;

(4) Confirm to submit voting results.

(5) To check the voting results please login Shenzhen Stock Exchange Internet Online Voting

System (http://wltp.cninfo.com.cn) after 18:00 on the voting day and click on “Check for Voting

Results”, or, check through the stock broker.

(III) Other issues of internet voting

1. Votes shall be made through shareholders’ accounts, namely A-share holders vote by their

A-share accounts, and B-share holders vote by the B-share accounts.

2. Shareholders holding same shares by multiple accounts may use any of them to vote online.

Votes made through any of the accounts are regarded as voting on the same opinion representing

all of the shares the shareholder holds.

3. Shareholders voted through online voting system and made valid votes more than once are

regarded as have presented the shareholders’ meeting. His/her shares will be accounted into the

total amount of valid shares at the meeting. If a shareholder failed to vote on any of the proposals,

he/she will be regarded as waived from the voting.

V. Misc. issues

1. Shareholders and attorneys shall bring the original copies of papers when presenting the

meeting.

2. Contact:

Mail address: Board of Directors’ Office, Hangzhou Steam Turbine Co., Ltd., No.357 Shiqiao Rd.,

Hangzhou, Zhejiang, P.R. China;

Post code: 310022

Tel: Yu Changquan (0571)85780432

Wang Gang (0571)85780198、85784758

Fax:(0571)85780433

3. The meeting will last half a day. Shareholders shall pay their own travel and accommodation

expenses.

The Board of Directors of Hangzhou Steam Turbine Co., Ltd.

March 19, 2016

Power of Attorney

Hangzhou Steam Turbine Co., Ltd.

This is to entrust Mr./Mrs. to present at the Shareholders’ Meeting 2015 of Hangzhou Steam Turbine Co., Ltd. and vote on behalf of me.

Name of the consigner: (or name of the legal person entity)

ID number (or Business License No.) of the consigner:

Signature of the attorney:

ID number of the attorney:

Date of signing:

Name of the

shareholder

Shareholders’ amount

Amount of shares

No.of proposal Title of the proposal Votes

In favor waive Objection

Proposal 1 Work Report of the Board 2015

Proposal 2 Work Report of the Supervisory Committee 2015

Proposal 3 Annual Report 2015 and Summary

Proposal 4 Financial Report 2015

The Dividend Plan 2015

Proposal 5

Proposal 6 Report of Related Transactions in 2015 and Projected for Year 2016

Proposal 7 Proposal to Above Extending Engaging of routine related transaction contract

Proposal 8 Proposal to extend the service of Pan-China CPA as auditor of the Company for year 2016

Proposal 9 Proposal on the Company’s election non-Independent Director of the 7th Board of director.(For the election of Non-independent

directors in cumulative voting system, the total number of votes possessed by the shareholder=number of shares held×7, and if the

shareholder filled the place of” Vote ( ) shares” with a tick-√, then it will represent that the votes possessed by the shareholder has

been equally assigned to the non-independent directors with the tick-√.(

9.1 Nie Zhonghai was elected the 7th board of directors of non-independent Director Vote ( )

9.2 Yan Jianhua was elected the 7th board of directors of non-independent Director Vote ( )

9.3 Yang Yongming was elected the 7th board of directors of non-independent Director Vote ( )

9.4 Zheng Bin was elected the 7th board of directors of non-independent Director Vote ( )

9.5 Ye Zhong was elected the 7th board of directors of non-independent Director Vote ( )

9.6 Liu Guoqiang was elected the 7th board of directors of non-independent Director Vote ( )

9.7 Kong Jianqiang was elected the 7th board of directors of non-independent Director Vote ( )

Proposal 10 Proposal on the Company’s election Independent Director of the 7th Board of director (For the election of independent

directors in cumulative voting system, the total number of votes possessed by the shareholder=number of shares held×4, and if the

shareholder filled the place of” Vote ( ) shares” with a tick-√, then it will represent that the votes possessed by the shareholder has

been equally assigned to the independent directors with the tick-√.

10.1 Zhang Xiaoyan was elected the 7th board of directors of independent Director Vote ( )

10.2 Ma Lihong was elected the 7th board of directors of independent Director Vote ( )

10.3 Chen Danhong elected the 7th board of directors of independent Director Vote ( )

10.4 Gu Xinjian was elected the 7th board of directors of independent Director Vote ( )

Proposal 11 Proposal on the Company’s election Supervisor of the 7th supervisory committee.(For the election in cumulative voting system,

the total number of votes possessed by the shareholder=number of shares held×3, and if the shareholder filled the place of” Vote ( )

shares” with a tick-√, then it will represent that the votes possessed by the shareholder has been equally assigned to the supervisors

with the tick-√.

11.1 Li Shijie was elected the 7th supervisor committee of Supervisor Vote ( )

11.2 Zhang Yougen was elected the 7th supervisor committee of Supervisor Vote ( )

11.3 Wang Xiaohui was elected the 7th supervisor committee of Supervisor Vote ( )

Proposal 12 Proposal of the provision for impairment of assets for year 2015

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