Stock Code: 200771 Stock ID: Hangqilun B Announcement No.: 2020-64
Hangzhou Steam Turbine Co., Ltd.
Announcement on Application for 300 million Yuan Credit Loan and Related
Transactions from Hangzhou Bank
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. Overview of related transactions
1. The Company plans to apply for a credit loan of RMB 300 million from Hangzhou BankCo., Ltd. (hereinafter referred to as "Hangzhou Bank").
2. Mr. Zheng Bin, the chairman of the Company, once served as a director of Hangzhou Bankand ceased to serve after April 2020. According to Article 10.1.6 of the Stock Listing Rules ofShenzhen Stock Exchange and other relevant regulations, "(II) In case of one of the circumstancesspecified in Article 10.1.3 or Article 10.1.5 of these Rules in the past twelve months", HangzhouBank is still regarded as an associated legal person of the Company, and this transactionconstitutes a related transaction.
3. The Company shall organize the directors to review the proposal and conduct relevantdeliberation procedures according to related transactions. Independent directors of the Companyshall recognize the related transactions in advance and express their opinions.
4. This related transaction does not constitute a major asset restructuring as stipulated in theAdministrative Measures for Major Asset Restructuring of Listed Companies, nor does itconstitute a backdoor listing. The proposal shall be submitted to the shareholders' meeting fordeliberation.
II. Basic information of related counterparty
(I) Basic information
1. Name of related party: Hangzhou Bank Co., Ltd.
2.Registered address: No.46 Qingchun Road, Xiacheng District, Hangzhou City, Zhejiang
Province
3.Legal representative：Chen Zhenshan
4.Registered capital：5，930.200432 million yuan
5.Main business: to operate the business approved by China Banking Regulatory
Commission in accordance with relevant laws, administrative regulations and other
provisions, and the business scope shall be subject to those listed in the approval
documents.6. Recent financial information of Hangzhou Bank Co., Ltd.
In RMB’000
Period Turnover Netprofit Grossassets Netassets
Year2019 21,408,739 6,602,123 1,024,070,107 62,544,597
January-June 2020 12,853,894 4,068,201 1,071,569,990 78,658,705
(II) Association relation
Mr. Zheng Bin, the chairman of the Company, once served as a director of Hangzhou Bankand ceased to serve after April 2020. According to Article 10.1.6 of the Stock Listing Rules ofShenzhen Stock Exchange and other relevant regulations, "(II) In case of one of the circumstancesspecified in Article 10.1.3 or Article 10.1.5 of these Rules in the past twelve months", HangzhouBank is still regarded as an associated legal person of the Company, and this transactionconstitutes a related transaction.
III. Main contents of related transactions and pricing policies
(I) Transaction content
The Company applied to Hangzhou Bank for a credit loan of RMB 300 million, which wasused for working capital loans and issuance of non-financing guarantee, bank acceptance bills andinternational and domestic letters of credit. The purpose of working capital loans is to purchaseraw materials, equipment, relocation expenses and other working capital turnover. The creditperiod is 1 year, including: no more than 6 months for the each international and domestic letter ofcredit, and no more than 12 months for each of other letters of credit.
Hangzhou Steam Turbine Power Group Co., Ltd., the controlling shareholder of the Company,provided joint liability guarantee for the 300 million yuan credit loan.
(II) Pricing policy
Adhere to the principles of equity, reasonableness, fairness, win-win and marketization, withthe market price as the pricing basis.
IV. Purpose of related transactions and its influence on listed companies
1. Influence of related transactions on the Company
The Board of Directors of the Company believes that the Company's application for a creditloan of RMB 300 million from Hangzhou Bank for working capital loans and the issuance ofnon-financing guarantees, bank acceptance bills, international and domestic letters of credit isconducive to the needs of enterprises to carry out business activities
2. Deliberation procedures to be performed in related transactions
(1) The Company's related transaction deliberation procedure complies with the Company Law,
Securities Law and other laws and regulations as well as the Articles of Association;
(2) Independent directors of the Company shall recognize the related transactions in advance
and express their opinions;
V. Prior approval and independent opinions of independent directors
Prior approval of independent directors: The Company requested the Board of Directors todeliberate the proposal, and strictly performed the examination and approval procedures. We
recognized the relevant contents of the above-mentioned daily related transactions and agreed to
submit the proposal to the Board of Directors of the Company for deliberation.
Independent opinions expressed by independent directors: The Company applied for a creditloan of RMB 300 million from Hangzhou Bank, which is conducive for the enterprise to carry outbusiness activities. The above related transactions are objective and fair, and the trading conditionsare fair and reasonable, which does not harm the interests of the Company and other shareholders,especially the small and medium shareholders.
This announcement is hereby made.The Board of Directors of Hangzhou Steam Turbine Co., Ltd.
October 30, 2020
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