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杭汽轮B(200771)公司章程修正案(英文版)

Stock Code: 200771 Stock ID: Hangqilun B Announcement No.

2013-39 Hangzhou Steam Turbine Co.

, Ltd.

Proposal on revising of Articles of Association Revised 2013 The members of the Board and the pany acknowledge being responsible for the truthfulness, accuracy, and pleteness of the announcement.

Not any false record, misleading statement or significant omission carried in this announcement.

Upon pletion of the Dividend Plan 2011, the number of the panys total shares had increased from 628,342,000 to 754,010,400.

According to document证监发【2012】37号 issued by China Securities Regulatory mission about cash dividend of PLCs, and浙证监上市字【2012】138号 issued by Zhejiang Office of CSRC, the pany is about to amend the Articles of Association as the followings: Original contents Revised to 1.

Article 3 (2), Chapter I Article 3 (2), Chapter I Upon pletion of the Dividend Plan 2010 Upon pletion of the Dividend Plan 2011 as as adopted at the Shareholders Annual adopted at the Shareholders Annual Meeting Meeting 2010, 3 bonus shares were alocated 2011, 2 bonus shares were alocated to each 10 to each 10 shares.

Therefore the share shares.

Therefore the share capital had capital had increased to RMB628,342,000, increased to RMB754,010,400, in which, the in which, the state-owned corporation state-owned corporation shares were changed to shares were changed to 399,854,000, 479,824,800, accounted for 63.

64%, and the accounted for 63.

64%, and the foreign foreign capital shares (B shares) had increased capital shares (B shares) had increased to to 274,185,600, accounted for 36.

36% of the 228,488,000, accounted for 36.

36% of the total capital shares.

total capital shares.

Article 6 (1), Chapter I Article 6 (1), Chapter I The pany was registered with capital of The pany was registered with capital of RMB628,342,000 (including 145,002,000 RMB754,010,400 (including 125,668,400 shares increased by allocating of 3 bonus shares increased by allocating of 2 bonus shares shares to each 10 shares for year 2010.

to each 10 shares for year 2011.

Article 19, Chapter III Article 19, Chapter III The panys capital structure is as: The panys capital structure is as: 628,342,000 total capital shares, including 754,010,400 total capital shares, including 399,854,000 state-owned promoters shares 479,824,800 state-owned promoters shares (A (A shares) (including 92,274,000 shares shares) (including 79,970,800 shares increased increased by allocating of bonus shares on 3 by allocating of bonus shares on 2 to 10 basis in to 10 basis in 2010), account for 63.

64% of 2011), account for 63.

64% of total capital total capital shares.

and 228,488,000 foreign shares.

and 274,185,600 foreign capital shares capital shares (B shares) (including (B shares) (including 45,697,600 shares 52,728,000 shares increased by allocating of increased by allocating of bonus shares on 3 to bonus shares on 3 to 10 basis in 2010), 10 basis in 2011), account for 36.

36% of the account for 36.

36% of the total capital total capital shares.

shares.

Article 77, Chapter IV Article 77, Chapter IV The following issues are only adopted by The following issues are only adopted by the the shareholders meeting as special shareholders meeting as special resolutions: resolutions: (I) to expand or reduce the registered capital.

(I) to expand or reduce the registered (II) Splitting, merging, dismissing and capital.

liquidation of the pany.

(II) Splitting, merging, dismissing and (III) Revising of the Articles of Association liquidation of the pany.

(IV) When the purchasing or selling of major (III) Revising of the Articles of Association assets, or providing of guarantee in single year (IV) When the purchasing or selling of has exceeded 30% of the total assets provided major assets, or providing of guarantee in by the latest auditors report.

single year has exceeded 30% of the total (V) Share equity invigoration scheme.

assets provided by the latest auditors report.

(VI) To revise the dividend policies of the pany (V) Share equity invigoration scheme.

(VII) Other issues that stipulated by the laws, (VI) Other issues that stipulated by the laws, administrative regulations or the Article of administrative regulations or the Article of Association, and decided by the Shareholders Association, and decided by the Meeting in term of general resolutions that will Shareholders Meeting in term of general influence the pany significantly and resolutions that will influence the pany needed to be passed in term of special significantly and needed to be passed in term of special resolutions.

resolutions.

Article 155, Chapter VIII Article 155, Chapter VIII The pany attaches great importance to The pany adopts continuous and stable give reasonable returns to the investors.

policies in dividend distribution, in reflection of Annual dividends are proposed by the reasonable reward to the investors and with Board of Directors according to the business consideration of long-term development and situation of the year, and subject to the interest of the pany and the entire decision of the Shareholders Meeting.

No shareholders.

The following rules shall be dividend would be distributed before the followed: losses of previous year were pensated.

(I) Dividends may be delivered by either of Retained profit from the previous year could cash, bonus shares, or bination of the two.

be distributed together with the profit of the Cash dividend is at priority when the pany current year.

Distribution of dividend shall on the basis of the distributable profit is making profit, and with sufficient cash flow to satisfy the business operation and long-term accounted and audited by the CPA.

Consistency and stability should be development.

considered when deciding the dividend (II) Practical dividend plans are prepared by the policy.

Cash dividend accumulated in the Board of Directors with consideration of latest three years shall not less than 30% of business practise, profitability, development the annual distributable profit in erage stage, cash flow, current capital demmand of realized in the same period the pany, as well as the opinions of the shareholders, especially mid-small Except for otherwise decided by the shareholders.

Independent Directors shall Shareholders Meeting, the pany provide independent opinions on the dividend announce dividend plan once a year.

The plan before it is submitted to the Shareholders dividend plan is announced upon final Meeting.

settlement in four months after pletion of each fiscal year, and implemented in the (III) No dividend shall be distributed before 2nd quarter of the current year.

making up of previous losses.

Profit retained from previous years may be distributed along The pany is responsible to disclose with the profit of current fiscal year.

Dividend profit distribution preplan and/or mon distribution shall base on the figure of reserves capitalizing preplan of the current distributable profit provided by the CPA.

report term, as well as the same decided in previous term and implemented in the (IV) Provided that the pany is making current term.

In case of the Board of profit and the cash flow is satisfying the Directors hasnt made a cash dividend plan, continuous business operation and long-term it shall provide a statement in the annual development, the cash dividend accumulated in report to address the reason of not the latest three years shall not be less than 30% distributing dividend and the usage of of the annual distributable profit in erage retained profit, and the independent realized in the same period directors shall issue their independent (V) Multiple channels must be provided to opinions on this.

If the pany hasnt shareholders, especially mid-small distributed any cash dividend in the latest shareholders, to obtain their opinions or claims three years, it is not allowed to place new when the shareholders meeting is examining shares, convertible bonds, or right issue.

the dividend plan.

Responses shall be made to Dividends for A stocks and B stocks are the any opinions or claims duly.

same, whatsoever in cash or bonus shares.

(VI) Dividend distribution is on annual basis.

Dividends or other payments to the The dividend plan is announced in four months shareholders are announced in RMB.

Cash after pletion of each fiscal year, and dividend or other payments for A stock implemented in two months after the dividend holders are in RMB, and for B stock holders plan is adopted at the shareholders meeting.

are in HKD.

(VII) Explanations must be provided in the Cash dividend for B stocks are translated to annual report if no cash dividend plan is HKD basing on the middle rate between proposed by the Board whereas the pany is HKD and RMB announced by Pleoples making profit in the current year.

The Bank of China on the first day after the date independent directors opinion must be issued on which the dividend plan was adopted by upon this.

the shareholders meeting.

(VIII) When the pany is in good business Management of capital in foreign currencies operation, and distributing of bonus share or foreign currencies needed for cash dividend is in for of the entire shareholders, dividend are governed by the national the pany may propose a dividend in bonus regulations about foreign currencies.

shares when the conditions for cash dividend as described above are satisfied.

Dividends for the state-owned shareholders are delivered directly by the pany.

(IX) The pany may revise the dividend dividends for the B stock holders are policies regarding to its business operaiton, delivered through China Seucrities invetment plan, or needs of long-term Registration and Clearance Co.

, Ltd.

development.

However the revised policies Shenzhen Branch.

Dividends for B stocks shall not be against with the regulations of are able to be legally transferred to abroad.

China Securities Regulatory mission and Shenzhen Stock Exchange.

Revising proposal In case of illegal appropriation of capital by shall firstly be examined by the independent shareholders, the pany shall use all or directors and Supervisory mittee, and then part of the cash dividend as returning of the submitted to the Shareholders Meeting upon appropriated capital.

approval of the Board.

The revising proposal Dividends distributed by the pany are shall only be adopted upon over 2/3 of the votes subject to the taxes according to the on the meeting in for.

Individual Ine Tax Law of PRC and the (X) In case of illegal appropriation of capital by Enterprise Ine Tax Law of PRC.

shareholders, the pany shall use all or part of the cash dividend as returning of the appropriated capital.

(XI) Dividends distributed by the pany are subject to the taxes according to the Individual Ine Tax Law of PRC and the Enterprise Ine Tax Law of PRC.

Article 198, Chapter XII Article 198, Chapter XII This Article of Association took effect on This Article of Association took effect on the the date when it was approved by the 1st date when it was approved by the Shareholders Provisional Shareholders Meeting 2012.

Meeting 2012.

The version revised by the 1st The version revised by the Shareholders Provisional Shareholders Meeting 2012 was annual Meeting 2010 was abandoned abandoned thereof.

thereof.

Hangzhou Steam Turbine Co.

, Ltd.

June 24, 2013

章程修正案英文版