原標題:杭汽輪Ｂ:關于擬變更公司名稱和注冊資本及修改《公司章程》的公告(英文）

Stock Code: 200771 Stock ID: Hangqilun B Announcement No.: 2022-61
Hangzhou Steam Turbine Co., Ltd.
Proposal on Changing the Name and Registered Capital of the Company and Amending the Articles of Association

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.

On July 1, 2022, the 26th meeting of the 8th Board of Directors was held, and the Proposal on Changing the Company Name and Registered Capital and Amending the Articles of Association was reviewed and approved. This proposal needs to be submitted to the General Meeting of Shareholders of the company for review. The specific matters is as follows: I. About the change of company name
In order to further focus on the main business, the company completed the acquisition of part equity assets of subsidiaries of Hangzhou Steam Turbine Power Group Co., Ltd., the controlling shareholder, in November 2021. In order to effectively utilize the brand influence of "Hangzhou Turbine Group" and meanwhile inherit the development history of "Hangzhou Turbine Group", the company plans to change its name as follows:
Before changeAfter changeHANGZHOU STEAM TURBINE CO.,LTD.HANGZHOU STEAM TURBINE POWER GROUP CO.,LTD.The above name is subject to the final approval by the industry and commerce. II. About the change of registered capital
According to the Profit Distribution Plan for 2021, based on the company's total capital stock of 754,010,400 shares at the end of 2021 excluding the 111,800 repurchased stock shares as of the date of record for distribution of equity, that is 753,898,600 shares as the base, the company distributed cash dividend of RMB 4.0 (including tax) and bonus shares of 3 shares (including tax) to
all shareholders for every 10 shares, instead of converting reserve fund into capital stock. The company has completed the above equity distribution on May 26, 2022. The total capital stock of the
Company was 754,010,400 shares before dividend distribution, and it increased to 980,179,980 shares after dividend distribution. Based on the above matters, the company needs to change its registered capital to RMB 980,179,980.
III. About the amendment of the Articles of Association
Due to the change of company name and registered capital, and in order to implement the China Securities Regulatory Commission’s "Guidelines for the Articles of Association of Listed Companies
(Revised in 2022)" and the state-owned assets regulatory agency’s requirements for the authorized
management of the board of directors, the Company plans to revise the relevant provisions of the "Articles of Association" accordingly. Please refer to the attachment for the revised content.
The Board of Directors of Hangzhou Steam Turbine Co., Ltd. July 2, 2022

Annex: Amendments to the Articles of Association

NoBefore amendmentAfter amendment1Article 1 In order to protect the legitimate rights and interests of the company, its shareholders and creditors, and standardize the organization and behavior of the company, these Articles of Association are formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Listing Rules of Shenzhen Stock Exchange, the Guidelines for Standardized Operation of Listed Companies on the Main Board of Shenzhen Stock Exchange, the Listed Companies on the Main Board and other relevant regulations, and in combination with the specific conditions of the company.Article 1 In order to protect the legitimate rights and interests of the company, its shareholders and creditors, and standardize the organization and behavior of the company, these Articles of Association are formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Listing Rules of Shenzhen Stock Exchange, the Guidelines for Standardized Operation of Listed Companies on the Main Board of Shenzhen Stock Exchange, the Guidelines for Self-regulation of Listed Companies of Shenzhen Stock Exchange No.1-Standardized Operation of Listed Companies on the Main Board and other relevant regulations, and in combination with the specific conditions of the company.2Article 2 According to the Company Law and the Constitution of the Communist Party of China, The party organization has a legal position in the corporate governance structure, and plays a leading and political core role.Article 2 According to the Company Law and the Constitution of the Communist Party of China, the company establishes the Communist Party organization and carries out the party activities. The Company provides necessary conditions for the activities of the party organization. The party organization has a legal position in the corporate governance structure, and plays a leading and political core role.3Paragraph 2 of Article 4 The Company is a joint stockParagraph 2 of Article 4 The Company is a joint stock limited company exclusively promoted by Hangzhou Steam Turbine Power Group Co., Ltd. (hereinafter referred to as the "Promoter"), approved by the Securities Commission of the State Council in ZF [1998] No.8 document, and established by raising domestic listed foreign shares (B shares). The Company was incorporated on April 23, 1998, and listed on Shenzhen Stock Exchange on April 28, 1998. On December 2, 1998, the Company was approved by the Ministry of Foreign Trade and Economic Cooperation of China in [1998] WJMZEH Zi No.745 document as a joint stock limited company with foreign investment. It is a Sino-foreign joint stock limited company established by raising foreign shares (B shares) listed in China. Authorized by the Administration for Industry and Commerce of the People's Republic of China, the company is registered by Zhejiang Provincial Administration for Industry and Commerce, and has become an enterprise legal person in China.limited company exclusively promoted by Hangzhou Steam Turbine Power Group Co., Ltd. (hereinafter referred to as the "Promoter"), approved by the Securities Commission of the State Council in ZF [1998] No.8 document, and established by raising domestic listed foreign shares (B shares). The Company was incorporated on April 23, 1998, and listed on Shenzhen Stock Exchange on April 28, 1998. On December 2, 1998, the Company was approved by the Ministry of Foreign Trade and Economic Cooperation of China in [1998] WJMZEH Zi No.745 document as a joint stock limited company with foreign investment. It is a Sino-foreign joint stock limited company established by raising foreign shares (B shares) listed in China. Authorized by the Administration for Industry and Commerce of the People's Republic of China, the company is registered by Zhejiang Market Supervision and Administration, and has become an enterprise legal person in China.4Paragraph 2 of Article 5 After the profit distribution plan approved by the company at the 2011 Annual General Meeting of Shareholders was implemented with 2 shares distributed for every 10 shares, the company's capital stock increased to 754,010,400 shares, of which 479,824,800 shares were national legal person shares, accounting for 63.64% of the total capital stock; The domestic listed foreign shares (B shares) were changed to 274,185,600 shares, accounting for 36.36% of the total capital stock.Paragraph 2 of Article 5 After the profit distribution plan approved by the company at the 2021 Annual General Meeting of Shareholders was implemented with 3 shares distributed for every 10 shares, the company's capital stock increased to 980,179,980 shares, of which 623,772,240 shares were national legal person shares, accounting for 63.64% of the total capital stock; The domestic listed foreign shares (B shares) were changed to 356,407,740 shares, accounting for 36.36% of the total capital stock.5Article 6 The registered name of the company: Chinese name of the company: 杭州汽輪機股份有限公司 English name of the company: HANGZHOU STEAM TURBINE CO.，LTD.Article 6 The registered name of the company: Chinese name of the company: 杭州汽輪動力集團股份有限 English name of the company: HANGZHOU STEAM TURBINE POWER GROUP CO.,LTD.6Article 8 The registered capital of the company is RMB 754,010,400 (including: the increased registered capital of RMB 125,668,400 after the implementation of the distribution plan of 2 shares for every 10 shares adopted by the 2011 Annual General Meeting of Shareholders).Article 8 The registered capital of the company is RMB 980,179,980 (including: the increased registered capital of RMB 226,169,580 after the implementation of the distribution plan of 3 shares for every 10 shares adopted by the 2021 Annual General Meeting of Shareholders).7Article 16 The stock of the company are in the form of shares, and the shares are registered.Article 16 The stock of the company are in the form of shares.8Article 18 The face value of the shares issued by the company is indicated in RMB. The par value of each share is RMB 1.Article 18 The face value of the shares issued by the company is indicated in RMB.9Article 21 The share capital structure of the company is: The total capital stock is 754,010,400 shares, of which the promoter holds 479,824,800 state shares (including: the increased 79,970,800 shares after the implementation of the distribution plan of 2 shares for every 10 shares in 2011), accounting for 63.64% of the total capital stock; The domestic listed foreign shares (B shares) are 274,185,600 shares (including the increased 45,697,600 shares after the implementation of the distribution plan of 2 shares for every 10 shares in 2011), accounting for 36.36% of the total capital stock.Article 21 The share capital structure of the company is: The total capital stock is 980,179,980 shares, of which the promoter holds 623,772,240 state shares (including: the increased 143,947,440 shares after the implementation of the distribution plan of 3 shares for every 10 shares in 2021), accounting for 63.64% of the total capital stock; The domestic listed foreign shares (B shares) are 356,407,740 shares (including the increased 82,222,140 shares after the implementation of the distribution plan of 3 shares for every 10 shares in 2021), accounting for 36.36% of the total capital stock.10Article 25 Under the following circumstances, other companies may purchase the shares of the company in accordance with laws, administrative regulations, departmental rules and these Articles of Association: (I) Decrease the registered capital of the company; (II) Merge with other companies holding shares of the Company; (III) Use shares for employee stock ownership plan or equity incentive; (IV) The shareholders demand the company to purchase their shares due to their disagreement with the resolution on merger and division made at the General Meeting of Shareholders; (V) Use shares to convert corporate bonds issued by listed companies that can be converted into shares; (VI) Required by the listed company to protect the company's value and shareholders' rights and interests.Article 25 Other companies shall not purchase the shares of the company. However, except for one of the following circumstances: (I) Decrease the registered capital of the company; (II) Merge with other companies holding shares of the Company; (III) Use shares for employee stock ownership plan or equity incentive; (IV) The shareholders demand the company to purchase their shares due to their disagreement with the resolution on merger and division made at the General Meeting of Shareholders; (V) Use shares to convert corporate bonds issued by listed companies that can be converted into shares; (VI) Required by the company to protect the company's value and shareholders' rights and interests.11Article 26 Other companies may choose one of the following ways to acquire the shares of the company: (I) By centralized bidding in the stock exchange; (II) By offer; (III) By other methods recognized by China Securities Regulatory Commission (CSRC).Article 26 Other companies may purchase the shares of the Company through open centralized trading or other methods approved by laws, administrative regulations and CSRC.12Paragraphs 1 and 2 of Article 31 If the Company's directors, supervisors, senior managementParagraphs 1 and 2 of Article 31 If the shareholders, directors, supervisors and senior management personnel of the personnel and shareholders holding more than 5% of the Company's shares sell their shares of the Company within 6 months after buying them, or buy such shares again within 6 months after selling them, the proceeds therefrom will be owned by the Company, and the Board of Directors of the Company will recover such proceeds. However, if the security company holds more than 5% of the shares due to the underwriting of the surplus stocks purchased after the sale, the sale of such shares is not subject to the 6-month restriction.Company who hold more than 5% of the Company's shares sell such shares or other securities with equity nature within 6 months after buying them, or buy them again within 6 months after selling them, the proceeds therefrom will be owned by the Company, and the Board of Directors of the Company will recover such proceeds. However, except that the security company holds more than 5% of the shares due to the underwriting of the after-sales surplus stocks, and other circumstances stipulated by the CSRC. As mentioned in the preceding paragraph, the shares or other securities with equity nature held by directors, supervisors, senior management personnel and natural person shareholders include the shares or other securities with equity nature held by their spouses, parents and children and those held by other people's accounts.13Article 32 The Party Committee (Commission for Discipline Inspection) of the company consists of the secretary, deputy secretary and members. The secretary, deputy secretary and members shall be elected by the party members' congress of the company and reported to the superior party organization for approval, or appointed by the superior party organization. The term of office of the Party Committee (Commission for Discipline Inspection) and the general election shall be subject to the provisions of the Constitution of the Communist Party of China and the Regulations on the Election of Locals Organizations in the Communist Party of China.Article 32 The Party Committee (Commission for Discipline Inspection) of the company consists of the secretary, deputy secretary and members. The secretary, deputy secretary and members shall be elected by the party members' congress of the company and reported to the superior party organization for approval, or appointed by the superior party organization. The term of office of the Party Committee (Commission for Discipline Inspection) and the general election shall be subject to the provisions of the Constitution of the Communist Party of China and the Regulations on the Election of Grassroots Organizations in the Communist Party of China.14Article 47 The General Meeting of Shareholders is the authority of the company, and shall exercise the following powers according to law: (XIV) Review and approve the company's acquisition and sale of major assets, major foreign investments and other major transactions, including: 1. Those in which the total assets involved in the transaction account for more than 30% of the company's latest audited total assets; 2. Those in which the related operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 30% of the audited operating incomeArticle 47 The General Meeting of Shareholders is the authority of the company, and shall exercise the following powers according to law: (XIV) Review and approve the company's acquisition and sale of major assets, major foreign investments and other major transactions, including: 1. Those in which the total assets involved in the transaction account for more than 30% of the company's latest audited total assets, If the total assets involved in the transaction have both book value and evaluation value, the higher one shall prevail; 2. Those in which the net assets involved in the subject of the company in the latest fiscal year, and the absolute amount exceeds RMB 50 million; 3. Those in which the related net profit income of the transaction object (such as equity) in the latest fiscal year accounts for more than 30% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds RMB 5 million; 4. The transaction amount (including debts and expenses) accounts for more than 30% of the latest audited net assets of the company, and the absolute amount exceeds RMB 50 million; 5. The profit generated from the transaction accounts for more than 30% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds RMB 5 million. If the data involved in the above index calculation is negative, take its absolute value for calculation. (XV) Review and approve the related-party transaction items with a total amount of transactions between the company and related parties (excluding cash assets and guarantees) of more than RMB 30 million, accounting for more than 5% (including 5%) of the absolute value of the latest audited net assets of the company. (XVI) Review and approve the change of purpose of the raised funds; (XVII) Review the equity incentive plan; (XVIII) Review and approve the plan to acquire the shares of the Company according to the circumstances specified in Items (1) and (2) of Article 25 of these Articles of Association; （XIX) Review other matters that should be decided by the General Meeting of Shareholders according to laws, administrative regulations, departmental rules or these Articles of Association.matter of the transaction (such as equity) account for more than 30% of the company's latest audited net assets, and the absolute amount exceeds RMB 50 million. If the net assets involved in the transaction have both book value and evaluation value, the higher one shall prevail; 3. Those in which the related Net profit income of the transaction object (such as equity) in the latest fiscal year accounts for more than 30% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds RMB 5 million; 4. Those in which the related operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 30% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds RMB 50 million; 5. The transaction amount (including debts and expenses) accounts for more than 30% of the latest audited net assets of the company, and the absolute amount exceeds RMB 50 million; 5. The profit generated from the transaction accounts for more than 30% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds RMB 50 million. If the data involved in the above index calculation is negative, take its absolute value for calculation. (XV) Review and approve the related-party transaction items with a total amount of transactions between the company and related parties (excluding cash assets and guarantees) of more than RMB 30 million, accounting for more than 5% (including 5%) of the absolute value of the latest audited net assets of the company. (XVI) Review and approve the change of purpose of the raised funds; (XVII) Review the equity incentive plan and employee stock ownership plan; (XVIII) Review and approve the plan to acquire the shares of the Company according to the circumstances specified in Items (1) and (2) of Article 25 of these Articles of Association; (XIX) Review and approve the items of the company's donation with a donation amount of more than RMB 2 million. (XX) Review other matters that should be decided by the General Meeting of Shareholders according to laws, administrative regulations, departmental rules or these Articles of Association.15Article 48 The following external guarantees of the company shall be reviewed and approved by the General Meeting of Shareholders. (I) The guarantee with a guarantee amount exceeding 10% of the company's latest audited net assets; (II) Any guarantee provided after the total external guarantee by the company and its holding subsidiaries exceeds 50% of the company's latest audited net assets; (III) The guarantee provided for the guarantee object whose asset-liability ratio exceeds 70%; (IV) The guarantee whose amount exceeds 30% of the company's latest audited total assets for twelve consecutive months; (V) The guarantee whose amount exceeds 50% of the company's latest audited net assets and the absolute amount exceeds RMB 50 million within 12 consecutive months; (VI) The guarantee provided to shareholders, actual controllers and their affiliates; (VII) Other guarantees stipulated by Shenzhen Stock Exchange.Article 48 The following external guarantees of the company shall be reviewed and approved by the General Meeting of Shareholders. (I) Any guarantee provided after the total external guarantee by the company and its holding subsidiaries exceeds 50% of the company's latest audited net assets; (II) Any guarantee provided after the total external guarantee by the company exceeds 30% of the company's latest audited total assets; (III) The guarantee of the company with a guarantee amount exceeding 30% of the company's latest audited total assets within one year; (IV) The guarantee provided for the guarantee object whose asset-liability ratio exceeds 70%; (V) The guarantee with a guarantee amount exceeding 10% of the company's latest audited net assets; (VI) The guarantee provided to shareholders, actual controllers and their affiliates. (VII) Other guarantees stipulated by CSRC and Shenzhen Stock Exchange. Where the General Meeting of Shareholders and the Board of Directors approves the external guarantee authority and violates the approval authority and review procedures, the relevant responsible subjects shall be held accountable.16Paragraph 2 of Article 51 The General Meeting of Shareholders will be held in the form of on-site meeting at a specified venue. The Company will also provide network or communication methods to facilitate shareholders' participation in the General Meeting of Shareholders. When the General Meeting of Shareholders of the company isParagraph 2 of Article 51 The General Meeting of Shareholders will be held in the form of on-site meeting at a specified venue. The Company will also provide online voting to facilitate shareholders' participation in the General Meeting of Shareholders. Shareholders who attend the General Meeting of Shareholders in the above-mentioned held, besides on-site voting, online voting service for General Meeting of Shareholders shall be provided.ways shall be deemed to be present.17Article 55 Shareholders who individually or collectively hold more than 10% of the company's shares for more than 90 consecutive days have the right to request the Board of Directors to convene an Extraordinary General Meeting of Shareholders, which shall be proposed to the Board of Directors in writing. The Board of Directors shall, in accordance with laws, administrative regulations and these Articles of Association, give written feedback on whether to agree with the convening of the Extraordinary General Meeting of Shareholders within 10 days after receiving the request. If the Board of Directors agrees to convene an Extraordinary General Meeting of Shareholders, it shall issue a notice on convening the General Meeting of Shareholders within 5 days after the resolution of the Board of Directors is made. The change of the original request in the notice shall be approved by the relevant shareholders. Shareholders who individually or collectively hold more than 10% of the company's shares for more than 90 consecutive days have the right to propose to the Board of Supervisors to convene an Extraordinary General Meeting of Shareholders, which shall be made in a written request to the Board of Supervisors. If the Board of Supervisors agrees to convene an Extraordinary General Meeting of Shareholders, it shall issue a notice on convening the General Meeting of Shareholders within 5 days after receiving the request, and the change of the original request in the notice shall be approved by the relevant shareholders. If the Board of Supervisors fails to issue the notice on the General Meeting of Shareholders within the prescribed time limit, it shall be deemed that the Board of Supervisors fails to convene and preside over the General Meeting of Shareholders. Shareholders who hold more than 10% of the company's shares individually or collectively for more than 90 consecutive days may convene and preside over the meetingArticle 55 Shareholders who individually or collectively hold more than 10% of the company's shares have the right to request the Board of Directors to convene an Extraordinary General Meeting of Shareholders, which shall be proposed to the Board of Directors in writing. The Board of Directors shall, in accordance with laws, administrative regulations and these Articles of Association, give written feedback on whether to agree with the convening of the Extraordinary General Meeting of Shareholders within 10 days after receiving the request. If the Board of Directors agrees to convene an Extraordinary General Meeting of Shareholders, it shall issue a notice on convening the General Meeting of Shareholders within 5 days after the resolution of the Board of Directors is made. The change of the original request in the notice shall be approved by the relevant shareholders. If the Board of Directors does not agree to convene an Extraordinary General Meeting of Shareholders, or fails to give feedback within 10 days after receiving the request, shareholders who individually or collectively hold more than 10% of the company's shares have the right to propose to the Board of Supervisors to convene an Extraordinary General Meeting of Shareholders, which shall be proposed in a written request to the Board of Supervisors. If the Board of Supervisors agrees to convene an Extraordinary General Meeting of Shareholders, it shall issue a notice on convening the General Meeting of Shareholders within 5 days after receiving the request, and the change of the original request in the notice shall be approved by the relevant shareholders. If the Board of Supervisors fails to issue the notice on the General Meeting of Shareholders within the prescribed time limit, it shall be deemed that the Board of Supervisors fails to convene and preside over the General Meeting of Shareholders. Shareholders who hold more than 10% of the company's shares individually or collectively for more than 90 by themselves.consecutive days may convene and preside over the meeting by themselves.18Article 56 Or if the Board of Supervisors decides to convene the General Meeting of Shareholders by itself, it shall notify the Board of Directors in writing, and at the same time, it shall be filed with Zhejiang Supervision Bureau of CSRC where the company is located and Shenzhen Stock Exchange. Before the announcement of the resolution of the General Meeting of Shareholders, the shareholding ratio of the convening shareholders shall not be less than 10%. The convening shareholders shall submit relevant certification materials to Zhejiang Supervision Bureau of CSRC where the company is located and Shenzhen Stock Exchange when the notice on General Meeting of Shareholders and the announcement of resolutions of General Meeting of Shareholders are issued.Article 56 If the Board of Supervisors or shareholders decide to convene the General Meeting of Shareholders by themselves, they shall notify the Board of Directors in writing and file with Shenzhen Stock Exchange at the same time. Before the announcement of the resolution of the General Meeting of Shareholders, the shareholding ratio of the convening shareholders shall not be less than 10%. When the Board of Supervisors or the convening shareholders send out the notice on General Meeting of Shareholders and the announcement of the resolutions of the General Meeting of Shareholders, they shall submit relevant certification materials to Shenzhen Stock Exchange.19Article 62 The notice on General Meeting of Shareholders includes the following contents: (I) The time, place and duration of the meeting; (II) The matters and proposals submitted for review at the meeting; (III) The following content shall be specified in notable words: All shareholders have the right to attend the General Meeting of Shareholders, and can entrust an agent who may not be a shareholder of the company in writing to attend and vote at the meeting; (IV) The date of record of the shareholder entitled to attending the General Meeting of Shareholders; (V) The name and telephone number of the permanent meeting contact. The notice on General Meeting of Shareholders and supplementary notice shall fully and completely disclose all the specific contents of all proposals. If the matters to be discussed require the opinions of independent directors, the opinions and reasons of independent directors will be disclosed at the same time when the notice on General Meeting of Shareholders or supplementary notice is issued.Article 62 The notice on General Meeting of Shareholders includes the following contents: (I) The time, place and duration of the meeting; (II) The matters and proposals submitted for review at the meeting; (III) The following content shall be specified in notable words: All shareholders have the right to attend the General Meeting of Shareholders, and can entrust an agent who may not be a shareholder of the company in writing to attend and vote at the meeting; (IV) The date of record of the shareholder entitled to attending the General Meeting of Shareholders; (V) The name and telephone number of the permanent meeting contact. (VI) The voting time and voting procedure through online or other ways. The voting time in the Internet voting system of the General Meeting of Shareholders starts at 9: 15 am on the day of General Meeting of Shareholders and ends at 3: 00 pm on the day of on-site General Meeting of Shareholders. The interval between date of record and the date of on-site meeting shall be no less than 2 trading days and no more than 7 trading days. The date of record shall not be changed once confirmed. 20Paragraph 2 of Article 74 The General Meeting of Shareholders convened by the Board of Supervisors shall be presided over by the chairman of the Board of Supervisors. If the chairman of the Board of Supervisors is unable to perform his/her duties or fails to perform his/her duties, the chairman of the Board of Supervisors shall appoint a supervisor to preside over the meeting.Paragraph 2 of Article 74 The General Meeting of Shareholders convened by the Board of Supervisors shall be presided over by the chairman of the Board of Supervisors. If the chairman of the Board of Supervisors is unable to perform his/her duties or fails to perform his/her duties, the chairman of the Board of Supervisors shall appoint a supervisor to preside over the meeting. If the chairman of the Board of Supervisors is not appointed, it shall be presided over by a supervisor jointly elected by more than half of the supervisors.21Paragraph 2 of Article 82 Ordinary resolutions made at the General Meeting of Shareholders shall be approved by more than half of the voting rights held by shareholders (including shareholders' agents) present at the General Meeting of Shareholders.Paragraph 2 of Article 82 Ordinary resolutions made at the General Meeting of Shareholders shall be approved by more than half of the voting rights held by shareholders (including shareholders' agents) present at the General Meeting of Shareholders.22Article 84 The following matters shall be approved by a special resolution at the General Meeting of Shareholders: (I) Increase or decrease of registered capital of the company; (II) Division, merger, dissolution and liquidation of the company; (III) Amendments to these Articles of Association; (IV) Where the company purchases or sells major assets or the guarantee amount exceeds 30% of the latest audited total assets of the company within one year; (V) The equity incentive plan; (VI) Revision of the dividend policy of the company; (VII) Other matters stipulated by laws, administrative regulations or these Articles of Association, as well as those that the General Meeting of Shareholders determines byArticle 84 The following matters shall be approved by a special resolution at the General Meeting of Shareholders: (I) Increase or decrease of registered capital of the company; (II) Division, split-up, merger, dissolution and liquidation of the company; (III) Amendments to these Articles of Association; (IV) Where the company purchases or sells major assets or the guarantee amount exceeds 30% of the latest audited total assets of the company within one year; (V) The equity incentive plan; (VI) Revision of the dividend policy of the company; (VII) Other matters stipulated by laws, administrative regulations or these Articles of Association, as well as those that the General Meeting of Shareholders determines by ordinary resolutions to have a significant impact on the company and need to be approved by special resolutions.ordinary resolutions to have a significant impact on the company and need to be approved by special resolutions.23Article 85 Shareholders (including shareholders' agents) exercise their voting rights by the amount of voting shares they represent, one vote for each share. The shares of the Company held by the company have no voting rights, and these shares are not included in the total number of shares with voting rights of shareholders attending the General Meeting of Shareholders. The Board of Directors, independent directors and shareholders who meet the relevant requirements can solicit the voting rights of shareholders.Article 85 Shareholders (including shareholders' agents) exercise their voting rights by the amount of voting shares they represent, one vote for each share. When the General Meeting of Shareholders reviews major issues affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The results of separately vote counting shall be publicly disclosed in a timely manner. The shares of the Company held by the company have no voting rights, and these shares are not included in the total number of shares with voting rights of shareholders attending the General Meeting of Shareholders. If a shareholder purchases the shares with voting rights of the company in violation of the provisions of the first and second paragraphs of Article 63 of the Securities Law, no voting rights shall be exercised on the shares exceeding the prescribed proportion within 36 months after the purchase, and such shares shall not be included in the total number of shares with voting rights of shareholders attending the General Meeting of Shareholders. The company's Board of Directors, independent directors, shareholders holding 1% of the voting shares or investor protection institutions established in accordance with laws, administrative regulations or the provisions of CSRC may publicly solicit shareholders' voting rights. When soliciting shareholders' voting rights, information such as specific voting intentions shall be fully disclosed to the solicited person. It is forbidden to solicit shareholders' voting rights by means of compensation or disguised compensation. Except for the statutory conditions, the company may not put forward the minimum shareholding ratio limit for soliciting voting rights.24Article 87 On the premise of ensuring the legality and effectiveness of the General Meeting of Shareholders, the company shall facilitate the shareholders' participation in theDelete this clause General Meeting of Shareholders through on-site meetings, including providing online voting platforms and other modern information technology means. 25Article 94 Before the General Meeting of Shareholders votes on the proposal, two shareholder representatives shall be recommended to serve as the vote counters and scrutineers. If the matters to be reviewed are related to shareholders, the relevant shareholders and agents shall not serve as the vote counters and scrutineers. When the General Meeting of Shareholders votes on the proposal, the lawyer, the shareholder representative and the supervisor representative shall jointly serve as the vote counters and scrutineers, and the voting results of the resolutions shall be announced on the spot and recorded in the minutes of the meeting.Article 93 Before the General Meeting of Shareholders votes on the proposal, two shareholder representatives shall be recommended to serve as the vote counters and scrutineers. If the matters to be reviewed are related to shareholders, the relevant shareholders and agents shall not serve as the vote counters and scrutineers. When the General Meeting of Shareholders votes on the proposal, the lawyer, the shareholder representative and the supervisor representative shall jointly serve as the vote counters and scrutineers, and the voting results of the resolutions shall be announced on the spot and recorded in the minutes of the meeting. If there are less than 2 shareholders and shareholder representatives attending the on-site General Meeting of Shareholders, the lawyers and supervisor representatives shall jointly serve as the vote counters and scrutineers.26Article 96 Shareholders attending the General Meeting of Shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain.Article 95 Shareholders attending the General Meeting of Shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain. Unless the security registration and settlement institution declares according to the actual holder's intention as the nominal holder of the shares of the transaction interconnection mechanism between the mainland and Hong Kong stock markets.27Paragraph 1 of Article 107 A director may resign 30 days before the expiration of his/her term of office. A director who resigns shall submit a written resignation report to the Board of Directors. The Board of Directors will disclose the relevant information within 2 days.Paragraph 1 of Article 106 A director may resign before the expiration of his/her term of office. A director who resigns shall submit a written resignation report to the Board of Directors. The Board of Directors will disclose the relevant information within 2 days.28Article 111 Independent directors shall comply with the relevant provisions of laws, administrative regulations and departmental rules.Article 110 Independent directors shall comply with laws, administrative regulations and relevant provisions of CSRC and stock exchange.29Article 114 The Board of Directors shall exercise the following powers:Article 113 The Board of Directors shall exercise the following powers: (I) Convene the General Meeting of Shareholders and report to the General Meeting of Shareholders; (II) Implement the resolutions of the General Meeting of Shareholders; (III) Decide on the Company's business plan and investment plan; (IV) Formulate the Company's annual financial budget plan and final accounts plan; (V) Formulate profit distribution plan and loss compensation plan of the company; (VI) Formulate plans for the company to increase or decrease its registered capital, issue bonds or other securities and to be listed; (VII) Draw up a plan for the company to acquire the shares of the Company under the circumstances specified in Items (1) and (2) of Article 25 of these Articles of Association; (VIII) Make resolutions on the company's acquisition of shares of the Company under the circumstances specified in Items (3), (5) and (6) of Article 25 of these Articles of Association; (IX) Formulate plans for the company's major acquisition or acquisition of the stock of the Company, or merger, division, dissolution and change of company form; (X) Decide the company's investment, acquisition and sale of assets, mortgage of assets, external guarantees, entrusted wealth management, related-party transactions, etc. within the scope authorized by the General Meeting of Shareholders; (XI) Decide on the establishment of the company's internal management organization; (XII) Appoint and dismiss the General Manager and Secretary of the Board of Directors of the company; Appoint or dismiss senior management personnel such as Deputy General Manager and Financial Controller of the company according to the nomination of the General Manager, and decide their remuneration and rewards and punishments; (XIII) Formulate the basic management system of the company;(I) Convene the General Meeting of Shareholders and report to the General Meeting of Shareholders; (II) Implement the resolutions of the General Meeting of Shareholders; (III) Decide on the Company's business plan and investment plan; (IV) Formulate the Company's annual financial budget plan and final accounts plan; (V) Formulate profit distribution plan and loss compensation plan of the company; (VI) Decide on the Company's major income distribution plan, including the total salary budget and liquidation, etc.; (VII) Formulate plans for the company to increase or decrease its registered capital, issue bonds or other securities and to be listed; (VIII) Formulate plans for the company's major acquisition or acquisition of the stock of the Company, or merger, division, dissolution and change of company form; (IX) Decide on the company's investment, acquisition and sale of assets, mortgage of assets, external guarantees, external financial assistance, entrusted wealth management, related-party transactions, external donations, etc. within the scope authorized by the General Meeting of Shareholders; (IX) Decide on the company's investment, acquisition and sale of assets, mortgage of assets, external guarantees, external financial assistance, entrusted wealth management, related-party transactions, external donations, etc. within the scope authorized by the General Meeting of Shareholders; (X) Decide on the establishment of the company's internal management organization; (XI) Decide on the appointment or dismissal of the company manager, secretary of the Board of Directors and other senior management personnel, and decide on their remuneration and rewards and punishments; Decide on the appointment or dismissal of senior management personnel such as the deputy manager and financial controller of the company according to the nomination of the manager, and (XIV) Formulate the amendment plan of these Articles of Association; (XV) Manage the company information disclosure matters; (XVI) Submit to the General Meeting of Shareholders for employing or replacing the accounting firm to perform audit for the company; (XVII) Listen to the company manager's work report and check the manager's work; (XVIII) Other powers granted by laws, administrative regulations, departmental rules or these Articles of Association.decide their remuneration and rewards and punishments; (XII) Formulate the basic management system of the company; (XIII) Formulate the amendment plan of these Articles of Association; (XIV) Manage the company information disclosure matters; (XV) Submit to the General Meeting of Shareholders for employing or replacing the accounting firm to perform audit for the company; (XVI) Listen to the company manager's work report and check the manager's work; (XVII) Draw up a plan for the company to acquire the shares of the Company under the circumstances specified in Items (1) and (2) of Article 25 of these Articles of Association; (XVIII) Make resolutions on the company's acquisition of shares of the Company under the circumstances specified in Items (3), (5) and (6) of Article 25 of these Articles of Association; (XIX) Decide on the company's risk management system, internal control system and legal compliance system, review the company's internal audit report and internal control evaluation report, and approve the annual audit plan and important audit reports according to law; (XX) Other powers granted by laws, administrative regulations, departmental rules or these Articles of Association. The Board of Directors of the company has set up special committees such as Audit Committee, Strategy Committee, Nomination Committee, and Remuneration and Appraisal Committee. The special committees are responsible to the Board of Directors, and shall perform their duties according to these Articles of Association and the authorization of the Board of Directors. The proposal shall be submitted to the Board of Directors for review and decision. The members of the special committees are all composed of directors, among which the independent directors of the Audit Committee, Nomination Committee and Remuneration and Appraisal Committee are the majority and act as conveners, and the conveners of the Audit Committee are accounting professionals. The Board of Directors is responsible for formulating the working rules of the special committees to standardize their operation. Matters exceeding the scope authorized by the General Meeting of Shareholders shall be submitted to the General Meeting of Shareholders for review.30Article 117 The Board of Directors shall formulate a special management system, determine the authority of foreign investment, purchase and sale of assets, mortgage of assets, external guarantees, entrusted wealth management and related-party transactions and establish strict examination and decision-making procedures; Major investment projects shall be reviewed by relevant experts and professionals and reported to the General Meeting of Shareholders for approval. (I) The General Meeting of Shareholders of the company authorizes the Board of Directors to make decisions on the acquisition and sale of major assets, major foreign investment and other major transactions as follows: 1. The total assets involved in the transaction do not exceed 30% of the Company's latest audited total assets; 2. The related operating income of the transaction object (such as equity) in the latest fiscal year accounts for no more than 30% of the audited operating income of the company in the latest fiscal year; 3. The net profit related to the transaction object (such as equity) in the latest fiscal year shall not exceed 30% of the audited net profit of the company in the latest fiscal year; 4. The transaction amount (including debts and expenses) accounts for no more than 30% of the latest audited net assets of the company; 5. The transaction amount (including debts and expenses) accounts for no more than 30% of the latest audited net assets of the company.Article 116 The Board of Directors shall formulate a special management system, determine the authority of foreign investment, purchase and sale of assets, mortgage of assets, external guarantees, external financial assistance, entrusted wealth management, related-party transactions and external donations, and establish strict examination and decision-making procedures; Major investment projects shall be reviewed by relevant experts and professionals and reported to the General Meeting of Shareholders for approval. (I) The General Meeting of Shareholders of the company authorizes the Board of Directors to make decisions on the acquisition and sale of major assets, major foreign investment and other major transactions as follows: 1. The total assets involved in the transaction do not exceed 30% of the Company's latest audited total assets; 2. The net assets involved in the transaction (such as equity) do not exceed 30% of the company's latest audited net assets; 3. The related operating income of the transaction object (such as equity) in the latest fiscal year accounts for no more than 30% of the audited operating income of the company in the latest fiscal year; 4. The net profit related to the transaction object (such as equity) in the latest fiscal year shall not exceed 30% of the audited net profit of the company in the latest fiscal year; 5. The transaction amount (including debts and expenses) accounts for no more than 30% of the latest audited net assets of the company; 6. The profit generated from the transaction accounts for no more than 30% of the audited net profit of the company in the latest fiscal year. 7. Donations with a donation amount of no more than RMB 2 million.31Article 133 Persons who hold positions other than directors in the company's controlling shareholder unit and actual controller unit shall not serve as the senior management personnel of the company.Article 132 Persons who hold positions other than directors in the company's controlling shareholder unit and actual controller unit shall not serve as the senior management personnel of the company. The senior management personnel of the company is only paid by the company, not by the controlling shareholder.32Article 134 The term of office of the General Manager is three years, and the General Manager can be re-appointed.Article 133 The term of office of the General Manager and other senior management personnel is three years, and the General Manager and other senior management personnel can be re-appointed.33Article 141 Senior management personnel who violate the laws, administrative regulations, departmental rules or these Articles of Association when performing their duties of the company, and cause losses to the company, shall be liable for compensation.Article 140 The senior management personnel of the company shall faithfully perform their duties and protect the best interests of the company and all shareholders. If the company's senior management personnel fail to faithfully perform their duties or violate the obligation of good faith, causing damage to the interests of the company and public shareholders, they shall be liable for compensation according to law.34Article 146 Supervisors shall ensure that the information disclosed by the company is true, accurate and complete.Article 145 Supervisors shall ensure that the information disclosed by the company is true, accurate and complete, and sign written confirmation opinions on periodic reports.35Article 157 The company shall submit annual financial and accounting reports to CSRC and the stock exchange within 4 months from the end of each fiscal year, semi-annual financial and accounting reports to the dispatched offices of CSRC and the stock exchange within 2 months from the end of the first 6 months of each fiscal year, and quarterly financial and accounting reports to the dispatched offices of CSRC and the stock exchange within 1 month respectively from the end of the first 3 months and the first 9 months of each fiscal year.Article 156 The company shall submit and disclose its annual report to the stock exchange within 4 months from the end of each fiscal year, and submit and disclose its interim report to the stock exchange within 2 months from the end of the first half of each fiscal year. The above annual report and interim report shall be prepared in accordance with the provisions of relevant laws, administrative regulations, CSRC and the stock exchanges.36Article 164 The Company's internal audit system and the responsibilities of audit departments and personnel shall be implemented after being approved by the Board of Directors. The person in charge of audit is responsible to the Board ofArticle 163 The company's internal audit system and internal control evaluation report shall be approved by the Board of Directors. The Audit Committee is authorized by the Board of Directors to communicate with the internal Directors and shall report on his/her work.audit department of the company, guide the internal audit department of the company to carry out its work on behalf of the Board of Directors, and listen to and review the work report and work plan of the internal audit department. The person in charge of audit is responsible to the Audit Committee of the Board of Directors and shall report on his/her work regularly.37Article 165 The company shall employ an accounting firm with "securities-related business qualification" to audit accounting statements, verify net assets and perform other related consulting services, with an employment period of one year, which can be renewed.Article 164 The company shall employ an accounting firm that complies with the provisions of the Securities Law to audit accounting statements, verify net assets and perform other related consulting services, with an employment term of one year, which can be renewed.38Article 169 The notice of the company shall be issued by the secretary of the Board of Directors in the following forms: (I) By special person; (II) By mail (including e-mail); (III) By fax; (IV) By announcement; (V) By other forms prescribed by laws and administrative regulations.Article 169 The notice of the company shall be issued by the secretary of the Board of Directors in the following forms: (I) By special person; (II) By mail; (III) By announcement; (IV) By other forms stipulated by laws, administrative regulations and these Articles of Association.39Article 170 If the notice issued by the company is made by public announcement, once it is announced, it will be deemed that all relevant personnel have received the notice.Article 170 If the notice issued by the company is made by announcement in the information disclosure media designated by the company, once it is announced, it shall be deemed that all relevant personnel have received the same.40Article 171 The notice of the General Meeting of Shareholders of the company shall be made by announcement.Article 171 The notice of the General Meeting of Shareholders of the company shall be made by announcement in the information disclosure media designated by the company.41Article 172 The notice of the meeting of the Board of Directors convened by the company shall be delivered by special person, mail, fax, telephone, SMS, OA, Internet tools.Article 172 The notice of the meeting of the Board of Directors convened by the company shall be delivered by special person, mail, fax, telephone, SMS, OA, Internet tools, and by Internet instant messaging tools such as WeChat.42Article 173 The notice of the meeting of the company's Board of Supervisors shall be delivered by special person, mail or fax.Article 173 The notice of the meeting of the Board of Supervisors convened by the company shall be delivered by special person, mail, fax, telephone, SMS, OA, and by Internet instant messaging tools such as WeChat.43Article 174 If the notice is sent by a special person, the person to be served shall sign (or seal) the receipt of service, and theArticle 174 If the notice of the company is sent by a special person, the date when the person to be served receives the date of receipt by the person to be served shall be the date of service; If it is sent by mail, the third working day from the date of delivery to the post office shall be the date of service; If it is sent by e-mail, the secretary of the company's Board of Directors shall be responsible for telephone confirmation, the date of which shall be the date of service; If it is sent by fax, the secretary of the company's Board of Directors shall be responsible for telephone confirmation, the date of which shall be the date of service; If it is sent by announcement, the date of the first announcement shall be the date of service.notice shall be the date of service; If the written notice is sent by express mail, the date when it is delivered to and signed by the person to be served (including the unit, the mailroom of residential property, etc.) or sign by others on behalf of the person to be served shall be the date of service; If the notice is sent by e-mail, fax or SMS, the date when the e-mail, fax or SMS reaches the mailbox, fax machine and mobile phone of the person to be served shall be the date of service; If the notice is sent by means of Internet instant messaging tools such as WeChat, the date when the notice reaches the instant messaging tools of the person to be served shall be the date of service; If the notice is sent by announcement, the date of announcement shall be the date of service.44Article 176 The company designates Securities Times, Hong Kong Commercial Daily and Shanghai Securities News as newspapers for publishing company announcements and other information that needs to be disclosed. The company designates CNINF (website: http://www.cninfo.com.cn) and the Company's website (website: http://www.htc.cn) as websites for publishing the company announcements and other information that needs to be disclosed.Article 176 Securities Times, Shanghai Securities News, Hong Kong Commercial Daily and CNINF (website: http://www.cninfo.com.cn) are designated as the information disclosure media for the company, in which, Hong Kong Commercial Daily is the overseas information disclosure media designated by the company. The website of the Company (website: http://www.htc.cn) is the carrier of company news, information publicity, investor relations and other information release.45Article 178 In the case of a company merger, the parties in the merger sha ll sign a merger agreement, and prepare a balance sheet and a property list. The company shall notify its creditors within 10 days from the date when the resolution of division is made, and make an announcement on Securities Times, Hong Kong Commercial Daily and Shanghai Securities News within 30 days. Within 30 days from the date of receipt of the notice, or 45 days from the date of announcement if the notice is not received, the creditor may request the company to pay off its debts or provide corresponding guarantee.Article 178 In the case of a company merger, the parties in the merger sha ll sign a merger agreement, and prepare a balance sheet and a property list. The company shall notify its creditors within 10 days from the date when the resolution of division is made, and make an announcement on Securities Times, Hong Kong Commercial Daily, Shanghai Securities News and CNINF (website: http://www.cninfo.com.cn) within 30 days. Within 30 days from the date of receipt of the notice, or 45 days from the date of announcement if the notice is not received, the creditor may request the company to pay off its debts or provide corresponding guarantee.46Article 180 When the company is divided, its property shall be divided accordingly. When the company is divided, it shall prepare a balanceArticle 180 When the company is divided, its property shall be divided accordingly. When the company is divided, it shall prepare a balance sheet and a list of assets. The company shall notify its creditors within 10 days from the date when the resolution of division is made, and make an announcement on Securities Times, Hong Kong Commercial Daily and Shanghai Securities News within 30 days.sheet and a list of assets. The company shall notify its creditors within 10 days from the date when the resolution of division is made, and make an announcement on Securities Times, Hong Kong Commercial Daily, Shanghai Securities News and CNINF (website: http://www.cninfo.com.cn) within 30 days.47Article 182 When the company needs to reduce its registered capital, it must prepare a balance sheet and a list of assets. The company shall notify its creditors within 10 days from the date when the resolution to reduce the registered capital is made, and make an announcement on Securities Times, Hong Kong Commercial Daily and Shanghai Securities News within 30 days. Within 30 days from the date of receipt of the notice, or 45 days from the date of announcement if the notice is not received, the creditor may request the company to pay off its debts or provide corresponding guarantee.Article 182 When the company needs to reduce its registered capital, it must prepare a balance sheet and a list of assets. The company shall notify its creditors within 10 days from the date when the resolution to reduce the registered capital is made, and make an announcement on Securities Times, Hong Kong Commercial Daily, Shanghai Securities News and CNINF (website: http://www.cninfo.com.cn) within 30 days. Within 30 days from the date of receipt of the notice, or 45 days from the date of announcement if the notice is not received, the creditor may request the company to pay off its debts or provide corresponding guarantee.48Article 188 The liquidation group shall notify the creditors of the announcement within 10 days from the date of its establishment. and make an announcement on Securities Times, Hong Kong Commercial Daily and Shanghai Securities News within 60 days. Within 30 days from the date of receipt of the notice, or 45 days from the date of announcement if the notice is not received, the creditor may request the company to pay off its debts or provide corresponding guarantee.Article 188 The liquidation group shall notify the creditors of the announcement within 10 days from the date of its establishment. and make an announcement on Securities Times, Hong Kong Commercial Daily, Shanghai Securities News and CNINF (website: http://www.cninfo.com.cn) within 60 days. Within 30 days from the date of receipt of the notice, or 45 days from the date of announcement if the notice is not received, the creditor may request the company to pay off its debts or provide corresponding guarantee.49Article 200 These Articles of Association is prepared in Chinese. In case of any discrepancy between the Articles of Association in any other languages or different versions and these Articles of Association, the Chinese version of the Articles of Association upon the latest approval and registration by Zhejiang Provincial Administration for Industry and Commerce of the People's Republic of China shall prevail.Article 200 These Articles of Association is prepared in Chinese. In case of any discrepancy between the Articles of Association in any other languages or different versions and these Articles of Association, the Chinese version of the Articles of Association upon the latest approval and registration by Zhejiang Market Supervision Administration of the People's Republic of China shall prevail.50Article 204 These Articles of Association shall be implemented since the date of approval at the First Provisional General Meeting of Shareholders in 2021.Article 204 These Articles of Association shall be implemented since the date of approval at the Third Provisional General Meeting of Shareholders in 2022.

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