Stock Code: 200771 Stock ID: Hangqilun B Announcement No. 2015-54
Hangzhou Steam Turbine Co., Ltd.
Announcement of Related Transaction on Applying to
The Group Company for Using MTN to Raise Funds
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.
1. Generalization of Related Transaction
(1) To meet the require of construction funds for turbine heavy industry projects, the company
plans to apply to HangzhouTurbine&Power Group Co., Ltd(hereinafter referred to as“Steam
Turbine Group”) for using RMB 600 million MTN to raise funds which is proposed and issued by the group company. Based on the application, the group company will issue 600 million MTN
with 5-year term, of whose issuing interest will follow the market interest and the issuing date will depend on thecompany’s fund demand and market interest. The interest of above notes issued by
the group company will be borne by the company according to the real market interest of the issue date, of whose underwriting cost, handling charge and intermediary services fee related with
raising funds will also be covered by the company.
(2) The group company holds 479,824,800 shares, occupying63.64% of the total shares of the company, is the controlling shareholder of this company, also the affiliated corporation, which conforms with the rules of Paragraph1, Article10.1.3 of Stock Listing Rules:“(1) The corporation or other organizations that control the listed company directly or indirectly.” This transaction constituted related transaction.
(3) On August 24, 2015, the company convened the 22th meeting of the sixth board meeting, of which the affiliated director Yan Jianhua, Yang Yongming Zheng Bin and Ye Zhong withdrew from voting. Voted and negotiated by unaffiliated directors, The meeting examined of Proposal of The Company on Applying to The Group Company for Using MTN to Raise Funds has been passed and this proposal shall be submitted to theshareholder’s meeting for
examination .
(4) This related transaction does not constitute a significant asset reorganization specified in Regulations on Significant Asset Reorganization of Listed Companies. which does not need approvals from relevant departments.
2. Basic Information of The Related Party
(1) Name: Hangzhou Steam Turbine Power Group Co., Ltd.
(2) Date of Establishment: December 14, 1992
(3) Registration Address:No. 357, Shiqiao Road, Hangzhou City.
(4) Office Address: Block A, No.68, Qingchun East Road,Hangzhou City.
(5)Legal representative : Nie Zhonghai
(6)Registered capital : RMB 800 million
(7) Tax Registration Number: 330191143071842
(8) Main Business: manufacturing and processing textile machinery, paper machinery, pump,
casting, electric tool, speed-variable gear device, heat exchanger, digital control and display
device and the aboveequipments’ spare parts(only supplied by the subsidiary); contracting
engineerings of foreign machinery industry and domestic bid engineerings and the equipments,
material import&export the above engineerings require and labor dispatching for the above
foreign engineerings; contracting thermal projects and their complete equipments; wholesaling
and retailing electronic computers and their accessories; purchasing the raw materials, equipments and spare parts the producing require for the group member; providing water, power and gas
supply service for the subordinate company(expect forwarding, repairing and testing the
power facilities); including the business scope of the subsidiaries.
(9) Actual Controller: Hangzhou MunicipalPeople’s Government State-Owned
Assets Supervision and Administration Commission
(10) Major Financial Data in The Near Term (in the scope of consolidatedstatements）
In RMB
||||||
|-|-|-|-|-|
|Year|Business income|Net profit|Total assets|Net assets|
|2013|59,137,492,906|1,053,139,836|26,472,605,683|7,391,351,617|
|2014|58,068,355,651|748,352,118|27,672,690,939|8,007,459,421|

3. Main Content of Transaction Agreement:
4. (1) Disposable Capital Limit: Accumulated total amount shall not be over RMB600 million ;
Total amount not more than RMB 600 million.
(2) Capital Uses: used in construction funds for thecompany’s turbine heavy industry projects and other production and management conditions;
(2) Capital Source: the raising funds of the note with 5-year term issued by the group company;
(3) Interest Rate: paid by the company according to the real market interest of the MTN issued by the group company;
(4) Cost: the underwriting cost, the handling charge and the Agency services fee related with the
raising funds are covered by the company;
5. Purpose of Related Transaction And Effect to Listed Companies
To meet the require of construction funds for Steam turbine heavy industry projects, the company plans to apply to the group company for using MTN to raise funds, which will be beneficial for the operation development of the company. Both related transactions will follow the principle of market pricing, which will neither damage the interests of listed companies, nor generate significant impacts on the company and its future financial situation and business performance.
5. Gross Amount of The Accumulative Related Transaction Happened with The Related Party
Since the beginning of the year to the disclosure day of this announcement, the accumulative related transaction amount happened between the company and the group company has been up to RMB 7,463,837.16 .
6. Independent Opinions of Independent Director
Thecompany’s independent directors have presented opinions, thinking: The company applies
to the group company for using MTN to raise funds, which is mainly to meet the require of
construction funds for thecompany’s turbine heavy industry projects and other operation
development and will be beneficial for the development of listed companies; The interest payment will follow the market note interest of the issuing date, which follows the principle of market
pricing, conforms with the interests of listed companies and allshareholders’ anddoesn’t exist any situation which damages the interests of listed companies and minorityshareholders’; When the
company’s board was negotiating the agreement of related transaction, the affiliated directors
withdrew from voting, which made the process of negotiating related transaction lawful.
7.List of Documents Available for Inspection
(I)Resolutions of the 22th Meeting of the Sixth Board of Directors of Hangzhou Steam Turbine Co., Ltd.
（II）Opinions of Independent Directors of the Company on this related transaction.
The Board of Directors of Hangzhou Steam Turbine Co., Ltd.
August 25, 2015