杭汽轮B:2015年度股东大会决议公告(英文版)

来源:深交所 2016-05-19 00:00:00
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Stock Code: 200771 Stock ID: Hangqilun B Announcement No. 2016-54

Hangzhou Steam Turbine Co., Ltd.

Resolutions of Shareholders’ General 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.

Special remarks:

1. Notice and reminder of the shareholders’ meeting were released on March 19

and May 12, 2016 respectively with Securities Times, Shanghai Commercial Daily,

Hong Kong Commercial Daily, and http://www.cninfo.com.cn, titled Announcement

2016-27 and 2016-53.

2. No proposal was rejected at the meeting.

3. No resolution of previous shareholders’ meeting was changed by this meeting.

I. Holding of the meeting

1. Time and date of the meeting:

(1) Time/date of the onsite meeting: May 18, 2016( Wednesday), 13:00;

(2) Time/date of online voting: Online voting through the trading system of SSE

was 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.

2. Venue: Hangzhou Steam Turbine Co., Ltd. (357 Shiqiao Road, Hangzhou)

Meeting Room No. 2, the Conference Center

3. Way of meeting: This shareholders’ meeting was held both onsite and online.

4. Convener: the Board of Directors of the Company

5. Host of the meeting: Chairman of the Company, Mr. Zheng Bin

6. The calling and holding procedures were complying with the Company Law,

Rules of Listing of SSE, and the Articles of Association.

1

II. Delegates at the meeting

1. Presenting of the meeting by shareholders

(1)Totally 109 shareholders and attorneys presented the meeting,

representing498123004 shares, accounted of66.06% of the total voting shares.

Including: Among them there was 1 state-owned share holder holding 479,824,800

shares, accounted of 63.64% of the total voting shares;

108 B-stock holders, representing 18298204 shares, accounted of 2.43 % of total

voting shares.

(2) Totally21shareholders and attorneys presented at the onsite meeting,

representing 494,532,134shares, accounted of65.59% of total voting shares.

(3)54 shareholders presented the meeting by online voting system,

representing 3590870hares accounted of0.4762 % of total voting share.

2. Presenting of other delegates

The directors, supervisors and executives of the Company, as well as the law

consultant – Zhejiang Tiance Law Firm and Reporter of Shanghai Securities News

presented the meeting.

III. Proposals and voting results

The following proposals were voted and adopted at the meeting by means of

online and onsite voting.

1. Report of the Board of Directors 2015

In favor Objection Waive

Number of Proportion Number Proporti Number Proporti

shares of shares on of shares on

Domestic

479824800 100.00% 0 0.00% 0 0.00%

holder

B-share

14259434 77.93% 3622470 19.80% 416300 2.28%

holder

Total 494084234 99.19% 3622470 0.73% 416300 0.08%

Including: votes by mid-small shareholders:

(shareholders with 5% or lower of the capital shares)

Mid-small 14259434 77.93% 3622470 19.80% 416300 2.28%

2

shareholders

2. Report of the Supervisory Committee 2015

In favor Objection Waive

Number of Proportion Number Proporti Number Proporti

shares of shares on of shares on

Domestic

479824800 100.00% 0 0.00% 0 0.00%

holder

B-share

14259434 77.93% 3622470 19.80% 416300 2.28%

holder

Total 494084234 99.19% 3622470 0.73% 416300 0.08%

Including: votes by mid-small shareholders:

Mid-small

14259434 77.93% 3622470 19.80% 416300 2.28%

shareholders

3. Annual Report 2015 and Summary

In favor Objection Waive

Number of Proportion Number Proporti Number Proporti

shares of shares on of shares on

Domestic

479824800 100.00% 0 0.00% 0 0.00%

holder

B-share

14259434 77.93% 3622470 19.80% 416300 2.28%

holder

Total 494084234 99.19% 3622470 0.73% 416300 0.08%

Including: votes by mid-small shareholders:

Mid-small

14259434 77.93% 3622470 19.80% 416300 2.28%

shareholders

4. Financial Report 2015

In favor Objection Waive

Number of Proportion Number Proporti Number Proporti

shares of shares on of shares on

Domestic

479824800 100.00% 0 0.00% 0 0.00%

holder

B-share

14212534 77.67% 3622470 19.80% 463200 2.53%

holder

Total 494037334 99.18% 3622470 0.73% 463200 0.09%

Including: votes by mid-small shareholders:

3

Mid-small

14212534 77.67% 3622470 19.80% 463200 2.53%

shareholders

5. Dividend Plan 2015

In favor Objection Waive

Number of Proportion Number Proporti Number Proporti

shares of shares on of shares on

Domestic

479824800 100.00% 0 0.00% 0 0.00%

holder

B-share

14259434 77.93% 3622470 19.80% 416300 2.28%

holder

Total 494084234 99.19% 3622470 0.73% 416300 0.08%

Including: votes by mid-small shareholders:

Mid-small

14259434 77.93% 3622470 19.80% 416300 2.28%

shareholders

6. Related transaction of 2015 and projected for 2016

In favor Objection Waive

Number of Proportion Number Proporti Number Proporti

shares of shares on of shares on

Domestic / / / / /

/

holder

B-share

14259434 77.93% 3622470 19.80% 416300 2.28%

holder

Total 14259434 77.93% 3622470 19.80% 416300 2.28%

Including: votes by mid-small shareholders:

Mid-small

14259434 77.93% 3622470 19.80% 416300 2.28%

shareholders

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

In favor Objection Waive

Number of Proportion Number Proporti Number Proporti

shares of shares on of shares on

Domestic / / / / /

/

holder

B-share

14259434 77.93% 3622470 19.80% 416300 2.28%

holder

Total 14259434 77.93% 3622470 19.80% 416300 2.28%

Including: votes by mid-small shareholders:

4

Mid-small

14259434 77.93% 3622470 19.80% 416300 2.28%

shareholders

8.The proposal to extend the service of Pan-China CPA as auditor of the Company for

year 2016

In favor Objection Waive

Number of Proportion Number Proporti Number Proporti

shares of shares on of shares on

Domestic

479824800 100.00% 0 0.00% 0 0.00%

holder

B-share

14259434 77.93% 3622470 19.80% 416300 2.28%

holder

Total 494084234 99.19% 3622470 0.73% 416300 0.08%

Including: votes by mid-small shareholders:

Mid-small

14259434 77.93% 3622470 19.80% 416300 2.28%

shareholders

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

of director

Including:

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

Director;

In favor

Number of shares

Domestic

479824800

holder

B-share

15081150

holder

Total 494905950

Including: votes by mid-small shareholders:

Mid-small 15081150

shareholders

5

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

In favor

Number of shares

Domestic

479824800

holder

B-share

13698650

holder

Total 493523450

Including: votes by mid-small shareholders:

Mid-small 13698650

shareholders

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

Director;

In favor

Number of shares

Domestic

479824800

holder

B-share

13475484

holder

Total 493300284

Including: votes by mid-small shareholders:

Mid-small 13475484

shareholders

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

In favor

Number of shares

Domestic

479824800

holder

B-share

13992030

holder

Total 493816830

Including: votes by mid-small shareholders:

Mid-small 13992030

6

shareholders

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

In favor

Number of shares

Domestic

479824800

holder

B-share

13992031

holder

Total 493816831

Including: votes by mid-small shareholders:

Mid-small 13992031

shareholders

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

In favor

Number of shares

Domestic

479824800

holder

B-share

13475484

holder

Total 493300284

Including: votes by mid-small shareholders:

Mid-small 13475484

shareholders

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

Director,

In favor

Number of shares

Domestic

479824800

holder

B-share

15946429

holder

Total 495771229

Including: votes by mid-small shareholders:

7

Mid-small 15946429

shareholders

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

director

Including:

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

In favor

Number of shares

Domestic

479824800

holder

B-share

14599228

holder

Total 494424028

Including: votes by mid-small shareholders:

Mid-small 14599228

shareholders

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

In favor

Number of shares

Domestic

479824800

holder

B-share

13988428

holder

Total 493813228

Including: votes by mid-small shareholders:

Mid-small 13988428

shareholders

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

In favor

Number of shares

Domestic

479824800

holder

B-share

13988428

holder

Total 493813228

8

Including: votes by mid-small shareholders:

Mid-small 13988428

shareholders

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

In favor

Number of shares

Domestic

479824800

holder

B-share

15105228

holder

Total 494930028

Including: votes by mid-small shareholders:

Mid-small 15105228

shareholders

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

committee

Including:

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

In favor

Number of shares

Domestic

479824800

holder

B-share

13992028

holder

Total 493816828

Including: votes by mid-small shareholders:

Mid-small 13992028

shareholders

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

In favor

Number of shares

Domestic

479824800

holder

B-share

13848861

holder

9

Total 493673661

Including: votes by mid-small shareholders:

Mid-small 13848861

shareholders

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

In favor

Number of shares

Domestic

479824800

holder

B-share

15131861

holder

Total 494956661

Including: votes by mid-small shareholders:

Mid-small 15131861

shareholders

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

In favor Objection Waive

Number of Proportion Number Proporti Number Proporti

shares of shares on of shares on

Domestic

479824800 100.00% 0 0.00% 0 0.00%

holder

B-share

14060734 76.84% 3774270 20.63% 463200 2.53%

holder

Total 493885534 99.15% 3774270 0.76% 463200 0.09%

Including: votes by mid-small shareholders:

Mid-small

14060734 76.84% 3774270 20.63% 463200 2.53%

shareholders

IV. Legal Opinions from the Solicitors

1. Name of the law firm: Zhengjiang Tiance Law Firm

2. Names of the lawyers: Liu Bin, Yang Lei

3. Conclusive opinion:

In the lawyers’ opinion, the convening and holding procedures, the qualification

10

of attendees, and voting procedures of the Shareholders’ Annual Meeting 2015 was

complying with the laws, regulations and the Articles of Association of the Company.

Therefore the resolutions are legal and valid.

V. Documents for Reference

1. Resolutions of the Shareholders’ Meeting 2015 carrying the signatures of the

directors and secretary of Board;

2. Legal opinion issued by Zhejiang Tiance Law Firm on the shareholders’

meeting 2015.

The above is for the attention of the shareholders.

The Board of Directors of

Hangzhou Steam Turbine Co., Ltd.

May 18, 2016

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