Stock Code: 200771 Stock ID: Hangqilun B Announcement No. 2019-63
Hangzhou Steam Turbine Co., Ltd.
Resolutions of the 39th Meeting of the 7th 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 39th session of the 7th term of Board of Hangzhou Steam Turbine Co.,
Ltd. was served on November 17, 2019, and the meeting was held in the morning of November r
22, 2019 in the 6th meeting room of Steam turbine building of the Company. All of the 10
directors attended the meeting and examined and voted on the proposals on the meeting.
（Independent Director Ma Lihong and Gu Xinjian 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. The Proposal of nominating directors and independent directors for the 8th term of 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 8th term of Board was voted by the current
Directors as the followings:
To nominate Mr. Zheng Bin candidate of director of the 8th term of Board-10 votes in favor, 0
objection, 0 waive;
To nominate Mr. Yang Yongming candidate of director of the 8th term of Board-10 votes in favor,
0 objection, 0 waive;
To nominate Mr.Ye Zhong candidate of director of the 8th term of Board-10 votes in favor, 0
objection, 0 waive;
To nominate Mr.Wang Gang candidate of director of the 8th term of Board-10 votes in favor, 0
objection, 0 waive;
To nominate Mr.Kong Jianqiang candidate of director of the 8th term of Board-10 votes in favor, 0
objection, 0 waive;
To nominate Ms.Li Guiwen candidate of director of the 8th term of Board-10 votes in favor, 0
objection, 0 waive;
To nominate Ms.Zhang Xiaoyan candidate of Independent director of the 8th term of Board-10
votes in favor, 0 objection, 0 waive;
To nominate Ms.Chen Danhong candidate of Independent director of the 8th term of Board-10
votes in favor, 0 objection, 0 waive;
To nominate Mr.Gu Xinjian candidate of Independent director of the 8th term of Board-10 votes in
favor, 0 objection, 0 waive;
To nominate Mr.Zhang Hejie candidate of Independent director of the 8th term of Board-10 votes
in favor, 0 objection, 0 waive;
Statements of the nominators and candidates are available as Announcement No. 2019-68,2019-69
on Securities Times, Shanghai Securities Daily, Hong Kong Commercial Daily and
http://www.cninfo.com.cn dated November 22,2019. Resumes of the above candidates are
available as attachement to this announcement. This proposal is subject to the examination of the
Second Provisional Shareholders’ General Meeting 2019. 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 Meeting.
II.Remuneration Management System for Directors and Senior Management Personnel
(Revised in 2019)
10 votes in favor, 0 objection, 0 waive, the system was adopted.
The complete system is available on the official website (http//www.cninfo.com.cn) of Shenzhen
Stock Exchange dated November 22, 2019. (Announcement No. 2019-65).
This proposal is subject to examination of the Second Provisional Shareholders’ GeneralMeeting 2019.
III. The Allowance Scheme for the 8th Term of Independent Directors and Supervisors
10 votes in favor, 0 objection, 0 waive, the proposal was adopted.
The scheme suggests the allowance for a independent director will be RMB150 thousand peryear (tax included), and those for a supervisor will be RMB36 thousand for three years, namelyRMB 12 thousand each year and the balance will be paid at expiration of the job term (taxincluded). This proposal is subject to examination of the Second Provisional Shareholders’General Meeting 2019.
IV.The Proposal on Repurchase of Company Shares10 votes in favor, 0 objection, 0 waive, the proposal was adopted.
The company intends to repurchase part of its shares through centralized bidding , Totalcapital for share repurchase: the total capital for share repurchase this time is not less than HKD160 million (inclusive) and not more than HKD 320 million (inclusive).
The report on related transactions is available at http://www.cninfo.com.cn (AnnouncementNo. 2019-66) on November 22, 2019 as well as Securities Times, Shanghai Securities Daily, HongKong Commercial Daily and http://www.cninfo.com.cn. This proposal is subject to examination ofthe Second Provisional Shareholders’ General Meeting 2019.
V. The Proposal of calling the Second Provisional Shareholders’ General Meeting 2019
10 votes in favor, 0 objection, 0 waive, the proposal was adopted.
The Notice for Holding of the Second Provisional Shareholders’ General Meeting 2019 is
available at http://www.cninfo.com.cn (Announcement No. 2019-70) on November 22, 2019 as
well as Securities Times, Shanghai Securities Daily, Hong Kong Commercial Daily and
http://www.cninfo.com.cn
This announcement is hereby made.The Board of Directors of Hangzhou Steam Turbine Co., Ltd.November 22, 2019
Attachment: Resumes of the candidates of Non-Independent directors and independent
directors of the 8th term of Board
Candidate for non-independent director:Mr. Zheng Bin, born in November 1964, CCP member, university graduate, senior economicsprofessional certification. He served as vice chairman and Vice General Manager of HangzhouSteam Turbine Power Group Co., Ltd. He used to be chairman and General Manager of HangzhouDongfeng Shipyard Co., Ltd. He was engaged the vice Chairman at the 4th term of Board onMarch 2009 ,Vice Chairman at the 5th term of Board on June 2010, He was engaged the Directorand General Manager of the Company on June 2013, He was engaged the Chairman at the 6thterm of Board on December 2014. He was elected as Chairman of the 7th term of board ofdirectors on May 18, 2016.
He does not hold any shares of the Company and has no related relationship with otherdirectors, supervisors and senior management personnel; and there was no situation of him beingpunished by the China Securities Regulatory Commission and other relevant departments and/orbeing punished by stock exchanges with disciplinary actions taken in the past three years, and heis not at any situation been determined by the China Securities Regulatory Commission for thosewho are banned by the market and have not yet been lifted; nor he is at any situation of suspectedcrime being investigated by the judicial organ or suspected of violating the law and being
investigated by the China Securities Regulatory Commission; he is not a credit defaulter person
who is applied to; not the object of dishonesty body or the object of disciplinary punishment; nor
at any situation rendering he shall not be nominated as a director, and the qualifications are in line
with the requirements of laws, administrative regulations, departmental rules, regulatory
documents, the Shenzhen Stock Exchange "Stock Listing Rules" and other rules of the Shenzhen
Stock Exchange and the Company's articles of association.
Mr. Yang Yongming, born in November 1964, CCP member, university graduate, certified senior
economist. Currently he’s the vice general manager of Hangzhou Steam Turbine Power Group Co.,
Ltd. He used to be the vice director and director of Sales Administration Departments of the
Company; Since 2013, he served as 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 the Vice Chairman of the 6th term of Board of the Company.
He was elected as Vice Chairman of the 7th term of board of directors on May 18, 2016.
He does not hold any shares of the Company and has no related relationship with otherdirectors, supervisors and senior management personnel; and there was no situation of him beingpunished by the China Securities Regulatory Commission and other relevant departments and/orbeing punished by stock exchanges with disciplinary actions taken in the past three years, and heis not at any situation been determined by the China Securities Regulatory Commission for thosewho are banned by the market and have not yet been lifted; nor he is at any situation of suspectedcrime being investigated by the judicial organ or suspected of violating the law and being
investigated by the China Securities Regulatory Commission; he is not a credit defaulter person
who is applied to; not the object of dishonesty body or the object of disciplinary punishment; nor
at any situation rendering he shall not be nominated as a director, and the qualifications are in line
with the requirements of laws, administrative regulations, departmental rules, regulatory
documents, the Shenzhen Stock Exchange "Stock Listing Rules" and other rules of the Shenzhen
Stock Exchange and the Company's articles of association.
Mr. Ye Zhong: born in April 1968, CCP member; bachelor degree; professor and seniorengineer. Started working in July 1990. he was the director of the 2nd term of Board, ChiefEngineer; director of the 3rd term of Board, Vice General Manager; Director of the 4th and 5thterms of Board, Vice General Manager, and Chief Engineer. He’s the Standing Vice GeneralManager, director and Chief Engineer of the 6th term of Board of the Company, and GeneralManager of the 4 Company since December 2014. He was elected as director and GeneralManager of the 7th term of board of directors on May 18, 2016.
He does not hold any shares of the Company and has no related relationship with otherdirectors, supervisors and senior management personnel; and there was no situation of him beingpunished by the China Securities Regulatory Commission and other relevant departments and/orbeing punished by stock exchanges with disciplinary actions taken in the past three years, and heis not at any situation been determined by the China Securities Regulatory Commission for thosewho are banned by the market and have not yet been lifted; nor he is at any situation of suspectedcrime being investigated by the judicial organ or suspected of violating the law and being
investigated by the China Securities Regulatory Commission; he is not a credit defaulter person
who is applied to; not the object of dishonesty body or the object of disciplinary punishment; nor
at any situation rendering he shall not be nominated as a director, and the qualifications are in line
with the requirements of laws, administrative regulations, departmental rules, regulatory
documents, the Shenzhen Stock Exchange "Stock Listing Rules" and other rules of the Shenzhen
Stock Exchange and the Company's articles of association.
Mr. Wang Gang, born in February 1972, member of the Communist Party of China,postgraduate degree, Zhejiang University MBA, senior engineer. In 1993 the company entered thecompany, served as the company organization personnel, a steam shop, security, securities lawsand regulations, operation and management department and other department heads. The currentparty secretary of the party committee, discipline appoint secretary, trade union chairman. SinceJune 2017,He was Elected as director and the secretary of the board of the Company.
He does not hold any shares of the Company, There is no situation of him working in theCompany's shareholders’ and/or actual controllers’ units; and he has no related relationship withthe Company's controlling shareholder, actual controller and shareholders holding more than 5%of the Company's shares, nor has related relationship with other directors, supervisors and seniormanagement of the Company ; and there was no situation of him being punished by the China
Securities Regulatory Commission and other relevant departments and/or being punished by stock
exchanges with disciplinary actions taken in the past three years, and he is not at any situation
been determined by the China Securities Regulatory Commission for those who are banned by the
market and have not yet been lifted; nor he is at any situation of suspected crime being
investigated by the judicial organ or suspected of violating the law and being investigated by the
China Securities Regulatory Commission; he is not a credit defaulter person who is applied to; not
the object of dishonesty body or the object of disciplinary punishment; nor at any situation
rendering he shall not be nominated as a director, and the qualifications are in line with the
requirements of laws, administrative regulations, departmental rules, regulatory documents, the
Shenzhen Stock Exchange "Stock Listing Rules" and other rules of the Shenzhen Stock Exchange
and the Company's articles of association.
Mr. Kong Jianqiang, born in May 1970, CCP member, Master of Engineering, certified seniorengineer. 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 Boardsince June 2013, and Engineer General of the Company since December 2014. He was elected asdirector of the 7th term of board of directors on May 18, 2016. Appointed as deputy generalmanager and Chief engineer of the company.
He does not hold any shares of the Company, There is no situation of him working in theCompany's shareholders’ and/or actual controllers’ units; and he has no related relationship withthe Company's controlling shareholder, actual controller and shareholders holding more than 5%of the Company's shares, nor has related relationship with other directors, supervisors and seniormanagement of the Company ; and there was no situation of him being punished by the China
Securities Regulatory Commission and other relevant departments and/or being punished by stock
exchanges with disciplinary actions taken in the past three years, and he is not at any situation
been determined by the China Securities Regulatory Commission for those who are banned by the
market and have not yet been lifted; nor he is at any situation of suspected crime being
investigated by the judicial organ or suspected of violating the law and being investigated by the
China Securities Regulatory Commission; he is not a credit defaulter person who is applied to; not
the object of dishonesty body or the object of disciplinary punishment; nor at any situation
rendering he shall not be nominated as a director, and the qualifications are in line with the
requirements of laws, administrative regulations, departmental rules, regulatory documents, the
Shenzhen Stock Exchange "Stock Listing Rules" and other rules of the Shenzhen Stock Exchange
and the Company's articles of association.
Ms. Li Guiwen, born in September 1970, member of the Communist Party of China, postgraduate
degree, senior engineer. In 1992 the company entered the company, She served as Deputy director
General office and Deputy Minister of Economic Management of Hangzhou Steam turbine Power
Group, Since August 2007, She Served as Minister of Strategic Development of Hangzhou Steam
turbine Power Group, Since November 2017,She served as Secretary of the Board of Directors
Since January 2019, She served as Director of the Company.
She does not hold any shares of the Company and has no related relationship with otherdirectors, supervisors and senior management personnel; and there was no situation of him beingpunished by the China Securities Regulatory Commission and other relevant departments and/orbeing punished by stock exchanges with disciplinary actions taken in the past three years, and heis not at any situation been determined by the China Securities Regulatory Commission for thosewho are banned by the market and have not yet been lifted; nor he is at any situation of suspectedcrime being investigated by the judicial organ or suspected of violating the law and being
investigated by the China Securities Regulatory Commission; he is not a credit defaulter person
who is applied to; not the object of dishonesty body or the object of disciplinary punishment; nor
at any situation rendering he shall not be nominated as a director, and the qualifications are in line
with the requirements of laws, administrative regulations, departmental rules, regulatory
documents, the Shenzhen Stock Exchange "Stock Listing Rules" and other rules of the Shenzhen
Stock Exchange and the Company's articles of association.
Candidate for independent director:Ms Zhang Xiaoyan, was born in March 1973. Since 1994, she successively worked in ZhejiangSecurities Co., Ltd, Zhejiang Senhe Seed Co., Ltd, Shanghai AllBright Law Offices (Hangzhou),Beijing Gaopeng & Partners Hangzhou Office, Beijing Kangda Law Firm (Hangzhou). Shecurrently holds the post of the partner of Beijing Kangda (Hangzhou) Law FirmNot only beingskilled at reformation, listing, floatation, m&a and refinancing for listed company, but also atventure capital, industrial fund, shares incentive, shares option including its contract’snegotiation,signing and litigation,etc. Currently he’s the independent director of the 6th term ofBoard. He was elected as Independent director of the 7th term of board of directors on May 18,2016.
She does not hold any shares of the Company, There is no situation of him working in theCompany's shareholders’ and/or actual controllers’ units; and he has no related relationship withthe Company's controlling shareholder, actual controller and shareholders holding more than 5%of the Company's shares, nor has related relationship with other directors, supervisors and seniormanagement of the Company ; and there was no situation of him being punished by the China
Securities Regulatory Commission and other relevant departments and/or being punished by stock
exchanges with disciplinary actions taken in the past three years, and he is not at any situation
been determined by the China Securities Regulatory Commission for those who are banned by the
market and have not yet been lifted; nor he is at any situation of suspected crime being
investigated by the judicial organ or suspected of violating the law and being investigated by the
China Securities Regulatory Commission; he is not a credit defaulter person who is applied to; not
the object of dishonesty body or the object of disciplinary punishment; nor at any situation
rendering he shall not be nominated as a director, and the qualifications are in line with the
requirements of laws, administrative regulations, departmental rules, regulatory documents, the
Shenzhen Stock Exchange "Stock Listing Rules" and other rules of the Shenzhen Stock Exchange
and the Company's articles of association.
Ms.Chen Danhong, born in October 1964, was graduated from Hangzhou Business College,
majoring statistics. She was former assistant in Shanghai Economic Management College, section
chief in accounting section of financial department from Zhejiang Gongshang University, General
Manager in Planning and Finance Department and HR Manager of New China Life Insurance Co.,
Ltd.Zhejiang Branch, Executive Vice President of Zhejiang Zhongye Holdings Group Co., Ltd.,
CEO of Daodao Group Co., Ltd., and Deputy General Manager and Chief Financial Officer of
Zhejiang Arch of Triumph Macao Doulao Holding Group Co., Ltd. She was special professional
ethos supervisor in Zhejiang Provincial Office,SAT, CPPCC member in West Lake District, and
Special Auditor of Audit Bureau in West Lake District. In April 1997, she obtained qualification of
National Registered Accountant, and she was chosen as senior accountant by domestic Ministry of
Trade in December, 1997. On May 18, 2016, she was elected as the seventh Board of Directors
Independent Director of the company.
She does not hold any shares of the Company, There is no situation of him working in theCompany's shareholders’ and/or actual controllers’ units; and he has no related relationship withthe Company's controlling shareholder, actual controller and shareholders holding more than 5%of the Company's shares, nor has related relationship with other directors, supervisors and seniormanagement of the Company ; and there was no situation of him being punished by the China
Securities Regulatory Commission and other relevant departments and/or being punished by stock
exchanges with disciplinary actions taken in the past three years, and he is not at any situation
been determined by the China Securities Regulatory Commission for those who are banned by the
market and have not yet been lifted; nor he is at any situation of suspected crime being
investigated by the judicial organ or suspected of violating the law and being investigated by the
China Securities Regulatory Commission; he is not a credit defaulter person who is applied to; not
the object of dishonesty body or the object of disciplinary punishment; nor at any situation
rendering he shall not be nominated as a director, and the qualifications are in line with the
requirements of laws, administrative regulations, departmental rules, regulatory documents, the
Shenzhen Stock Exchange "Stock Listing Rules" and other rules of the Shenzhen Stock Exchange
and the Company's articles of association.
Mr Gu Xinjian, born in July 1956, was doctor of engineering, as a professor in ModernManufacturing Technology Research Institute of Zhejiang University, and a doctoral supervisor.He was the Deputy Director in Center for Innovation Management and SustainableCompetitiveness of Zhejiang University, and Director of Patents And Standards Strategic Institute.He was as assistant engineer in Ministry of Electronics Industry 1051 Institute from January, 1982to September, 1984. From August, 1987 until now, he devoted himself to research and educationwork in Mechanical Engineering Department of Zhejiang University, primarily engaged inresearching manufacturing informatization, enterprise modeling, networked manufacturing,advanced manufacturing systems mode, and mechanical manufacturing systems engineering. OnMay 18, 2016, he was elected as the seventh Board of Directors Independent Director of thecompany.
He does not hold any shares of the Company, There is no situation of him working in theCompany's shareholders’ and/or actual controllers’ units; and he has no related relationship withthe Company's controlling shareholder, actual controller and shareholders holding more than 5%of the Company's shares, nor has related relationship with other directors, supervisors and seniormanagement of the Company ; and there was no situation of him being punished by the China
Securities Regulatory Commission and other relevant departments and/or being punished by stock
exchanges with disciplinary actions taken in the past three years, and he is not at any situation
been determined by the China Securities Regulatory Commission for those who are banned by the
market and have not yet been lifted; nor he is at any situation of suspected crime being
investigated by the judicial organ or suspected of violating the law and being investigated by the
China Securities Regulatory Commission; he is not a credit defaulter person who is applied to; not
the object of dishonesty body or the object of disciplinary punishment; nor at any situation
rendering he shall not be nominated as a director, and the qualifications are in line with the
requirements of laws, administrative regulations, departmental rules, regulatory documents, the
Shenzhen Stock Exchange "Stock Listing Rules" and other rules of the Shenzhen Stock Exchange
and the Company's articles of association.
Mr. Zhang Hejie, born in January 1958, holds a master's degree in philosophy, a doctorate inmanagement, a visiting scholar at the University of Cambridge, and a professor and doctoral tutorat the School of Economics and Management of Zhejiang University of Technology. Since July
2002, he has been teaching at the School of Economics and Trade and the School of Economics of
Zhejiang University of Technology; he is the expert advisory committee member of the Zhejiang
Provincial People's Government on Taiwan Issue; the member of the technical working group of
the Pilot Province of Zhejiang of Green National Economic Accounting; and the communication
review expert of “Final results of the National Social Science Fund Project”, and he is the
Association Director and Deputy Secretary General of Zhejiang Recycling Resources Association,
Director of Financial Innovation and Sustainable Development Research Center of Zhejiang
University of Technology, Executive Director of Zhejiang Financial Engineering Association, and
the Communication Review Expert of the National Natural Science Foundation.
He does not hold any shares of the Company, There is no situation of him working in theCompany's shareholders’ and/or actual controllers’ units; and he has no related relationship withthe Company's controlling shareholder, actual controller and shareholders holding more than 5%of the Company's shares, nor has related relationship with other directors, supervisors and seniormanagement of the Company ; and there was no situation of him being punished by the China
Securities Regulatory Commission and other relevant departments and/or being punished by stock
exchanges with disciplinary actions taken in the past three years, and he is not at any situation
been determined by the China Securities Regulatory Commission for those who are banned by the
market and have not yet been lifted; nor he is at any situation of suspected crime being
investigated by the judicial organ or suspected of violating the law and being investigated by the
China Securities Regulatory Commission; he is not a credit defaulter person who is applied to; not
the object of dishonesty body or the object of disciplinary punishment; nor at any situation
rendering he shall not be nominated as a director, and the qualifications are in line with the
requirements of laws, administrative regulations, departmental rules, regulatory documents, the
Shenzhen Stock Exchange "Stock Listing Rules" and other rules of the Shenzhen Stock Exchange
and the Company's articles of association.
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