Stock Code: 200771 Stock ID: Hangqilun B Announcement No.: 2020-55
Hangzhou Steam Turbine Co., Ltd.
Resolutions of the 8th Meeting of the Eighth 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 8th meeting of the Eighth Board of Director of Hangzhou Steam
Turbine Co., Ltd. was served on October 16, 2020，and the meeting was held in the morning of
October 28, 2020 in the 6th meeting room of Steam turbine building of the Company. The meeting
was voted on-site. All of the 10 directors attended the meeting and examined and voted on the
proposals on the meeting.（Director Yang Yongming Voted by telecommunication, Other directors
live vote）, Directors examined and voted on the proposals on the meeting. 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 ballotI. The Full Text and Official Text of the Third Quarterly Report 2020
The proposal was adopted by 10 votes in favor, 0 vote objection and 0 vote waived. The Full Text
and Official Text of the Third Quarterly Report 2020 were adopted.
The Board inspected and discussed on the Third Quarterly Report 2020.All of the members
considered the Third Quarterly Report 2020 was frankly and completely reflecting the financial
situation and business performance in the report term (January 1 – September 30, 2020). The
Board will assume joint and individual responsibilities for the accuracy, authentic, and
completeness of the Report.
The full text of the Third Quarterly Report 2020 is available at http://www.cninfo.com.cn
(Announcement No. 2020-57) on October 30, 2020. The official text is available as
Announcement No. 2020-58 released by Securities Times, Shanghai Securities Daily, Hong Kong
Commercial Daily, as well as http://www.cninfo.com.cn dated October 30, 2020.
2.The Proposal on participation in the subscription of the convertible bonds of Hangzhou
Bank
Mr. Zheng Bin, Chairman of the Company, will no longer serve as a director of HangzhouBank since May 2020. According to Article 10.1.6 (2) of the Shenzhen Stock Exchange’s StockListing Rules", there have been relevant provisions stating that if it complied with one of thecircumstances specified in “Article 10.1.3 or Article 10.1.5 of these Rules" for in the past twelvemonths, Hangzhou Bank should still be regarded as a related legal person of the Company,therefore this transaction constitutes a related transaction.
Additionally, according to Article 10.2.15-“Where a listed company enters into the following relat
ed party transactions with related parties, it can be exempted from performing related obligations i
n accordance with the provisions of this chapter: (A) One party subscribes in cash for the publicly
issued shares, corporate bonds, enterprise bonds, convertible corporate bonds or other derivatives
of the other party”. Therefore, the Company’s participation in the subscription of convertible bond
s issued by Bank of Hangzhou in cash is exempt from performing related obligations which are re
quired for related transactions, and Zheng Bin the related party-does not abstain from voting.
10 votes in favor, 0 objection, 0 waive, the proposal was adopted.
For details of the proposal please refer to the announcement disclosed by the company onhttp://www.cninfo.com.cn on October 30, 2020 (Announcement No.: 2020-59).
This proposal is subject to examination of the Shareholders’ Meeting.3.The Proposal on the proposed purchase of liability insurance of directors, supervisors andsenior management personnel
10 votes in favor, 0 objection, 0 waive, the proposal was adopted.
For details of the proposal please refer to the announcement disclosed by the company onhttp://www.cninfo.com.cn on October 30, 2020 (Announcement No.: 2020-60).
This proposal is subject to examination of the Shareholders’ Meeting.4. The Proposal on Confirming Occurrence of Daily Related Transactions in August toSeptember of 2020
Zheng Bin, Yang Yongming and Ye Zhong – the related directors, waived from voting of thisproposal. It was approved by 7 votes in favor, 0 objection and 0 waive. For details of the proposalplease refer to the announcement disclosed by the company on http://www.cninfo.com.cn onOctober 30, 2020 (Announcement No.: 2020-61).
5.The Proposal on Confirming the Estimated Amount of Related Transactions of the
Company of 2020
The Company held the 2019 Annual General Meeting of Shareholders on June 10, 2020, andit failed to deliberate and pass the "Proposal on the Estimated Amount of the Company’s RoutineRelated Transactions in 2020". In accordance with the China Securities Regulatory Commission’s“Rules for General Shareholders’ Meeting " and the Shenzhen Stock Exchange’s "Stock Listing Rules", the Company shall again submit the afore-said proposal to the general shareholders’ meetingfor deliberation.
Zheng Bin, Yang Yongming and Ye Zhong – the related directors, waived from voting of thisproposal. It was approved by 7 votes in favor, 0 objection and 0 waive. For details of the proposalplease refer to the announcement disclosed by the company on http://www.cninfo.com.cn onOctober 30, 2020 (Announcement No.: 2020-62).
6. The Proposal on Application for 300 million Yuan Credit Loan and Related Transactions
from Hangzhou Bank
Mr. Zheng Bin, Chairman of the Company, will no longer serve as a director of HangzhouBank since May 2020. According to Article 10.1.6 (2) of the Shenzhen Stock Exchange’s StockListing Rules", there have been relevant provisions stating that if it complied with one of thecircumstances specified in “Article 10.1.3 or Article 10.1.5 of these Rules" for in the past twelvemonths, Bank of Hangzhou should still be regarded as a related legal person of the Company,therefore this transaction constitutes a related transaction.
Zheng Bin – the related directors, waived from voting of this proposal. It was approved by 9 votes
in favor, 0 objection and 0 waive.
For details of the proposal please refer to the announcement disclosed by the company onhttp://www.cninfo.com.cn on October 30, 2020 (Announcement No.: 2020-64).
7. The Proposal of calling the First Provisional Shareholders’ General Meeting 2020
10 votes in favor, 0 objection, 0 waive, the proposal was adopted.
The Notice for Holding of the First Provisional Shareholders’ General Meeting 2020 is available
at http://www.cninfo.com.cn (Announcement No. 2020-65) on October 30, 2020.
Documents for reference
The Resolutions of the 8th meeting of the Eighth board of directors signed by the directorspresent and bearing the seal of the board of directors.
This announcement is hereby made.The Board of Directors of Hangzhou Steam Turbine Co., Ltd.
October 30, 2020
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