REG - SDIC Power Holdings - Notice of the 2022 fifth EGM

SDIC Power Holdings CoAnnouncement

19/08/2022 10:45

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RNS Number : 6301W  SDIC Power Holdings Co., LTD  19 August 2022

SDIC Power Holdings CO., LTD.

(GDR under the symbol: "SDIC")

NOTICE OF THE 2022 FIFTH EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2022 Fifth Extraordinary General Meeting of
SDIC Power Holdings CO., LTD. will be held at Room 207, No.147 Xizhimen
Nanxiao Street, Xicheng District, Beijing, the PRC, on Tuesday 6 September
2022 at 14:00 p.m., for the purpose of considering, and if thought fit,
passing the following resolution.

ORDINARY RESOLUTIONS

Non-cumulative voting proposal

1. To consider and approve the Proposal to Provide Guarantees for ICOL

Cumulative Voting Proposal

2. To consider and approve the Proposal on General Election of the Twelfth
Board of Directors (Non Independent Directors)

2.01 Zhu Jiwei

2.02 Luo Shaoxiang

2.03 Li Junxi

2.04 Zhang Wenping

2.05 Zhan Pingyuan

3. To consider and approve the Proposal on General Election of the Twelfth
Board of Directors (Independent Directors)

3.01 Zhang Lizi

3.02 Xu Junli

3.03 Yu Yingmin

4. To consider and approve the Proposal on General Election of the Twelfth
Supervisory Committee

4.01 Qu Lixin

 

4.02 Han Xiuli

 

The Board of Directors of SDIC Power Holdings CO., LTD.

August 19, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The resolutions hereunder contain the English translation of the Chinese
version of "Meeting materials for the 2022 Fifth Extraordinary General
Meeting" as published on the website of the Shanghai Stock Exchange, and are
provided for your reference only. In case of discrepancy between the Chinese
version and the English version, the Chinese version shall prevail.

 

Proposal I

Proposal to Provide Guarantees for ICOL

Dear shareholders and shareholder representatives:

SDIC Power Holdings Co., Ltd. (hereinafter referred to as the "Company")
intends to provide a joint liability guarantee of not more than GBP 25 million
and EUR 6.8 million for Inch Cape Offshore Limited (hereinafter referred to as
"ICOL"), a joint venture company in which it holds a 50% indirect stake. The
details are listed below:

I. Overview of the Guarantee

ICOL, a British company indirectly owned by the Company, is responsible for
the construction of the offshore wind power project, and the preliminary work
of the project is progressing as planned. The Project Department has
determined, through the ICOL bidding process, that Siemens Energy Limited and
Iemants NC (hereinafter referred to as the "S&I Consortium") have won the
substation EPC contract and signed the Substation EPC Procurement Contract on
June 28, 2022. According to the Contract, ICOL shall be liable for any
cancellation of the Contract due to various reasons and shall pay the S&I
Consortium the contract cancellation fee. For these reasons, the Company
intends to provide ICOL with a parent company performance guarantee of up to
GBP 25 million and EUR 6.8 million to guarantee the contractual cancellation
payment obligations of ICOL.

II. Basic Information of the Guarantee

(I) Basic Information of the Guarantee

ICOL was founded on February 17, 2010. The registered office is located at 5th
Floor, 40 Princes Street, Edinburgh, EH2 2BY, Scotland, United Kingdom. The
Company has a registered capital of GBP 51.1 million and its main business is
renewable energy production (offshore wind power development).

As of December 31, 2021, the unaudited financial data of ICOL were: the total
assets were GBP 140.27 million, total liabilities were GBP 116.80 million
(total bank loan was GBP 0 and total current liabilities were GBP 105.42
million) and net assets were GBP 23.47 million. In 2021, the operating revenue
was 0 and the net profit was GBP 2.93 million.

As of June 30, 2022, the unaudited financial data of ICOL were: the total
assets were GBP 170.77 million, total liabilities were GBP 148.24 million
(total bank loan was GBP 0 and total current liabilities were GBP 136.81
million) and net assets were GBP 22.53 million. The operating revenue from
January to June 2022 was 0 and the net profit was GBP -0.94 million.

(II) Correlation between the Guarantee and the Company

ICOL is a joint venture company jointly controlled by the Company and Irish
Power Company.

III. Main Contents of Guarantee Agreement

Guarantee method: joint liability guarantee

Guarantee type: credit guarantee

Guarantee period: from the date of signing the guarantee to the date of
financial closure of the Project

Guarantee amount: up to GBP 25 million and EUR 6.8 million

Guarantee content: ICOL and the S&I Consortium signed the Substation EPC
Procurement Contract on June 28, 2022. If the contract signed with the S&I
Consortium is canceled due to various reasons of ICOL, which triggers ICOL's
cancellation payment liability, the Company and Ireland Power Company will
guarantee the payment liability according to the project shareholding ratio.
The Company will provide a 50% parent company guarantee for this liability,
i.e. no more than GBP 25 million and EUR 6.8 million.

Counter-guarantee and its form: N/A

IV. Necessity and Rationality of Guarantee

The UK Offshore Wind Power Project held by ICOL is the key to implementing the
Company's "14th Five-Year Plan" international strategic plan and stably
deploying overseas businesses. The substation EPC contract is the first key
infrastructure project site of the Project. The provision of this parent
company guarantee will ensure the smooth progress of infrastructure
construction.

The risk of this guarantee is controllable considering that the S&I
Consortium has provided ICOL with the appropriate parent company guarantee as
well as a performance guarantee, and the possibility of ICOL canceling the
substation EPC contract when it has already won the UK Government Contract for
Difference (CfD) is extremely low. So the guarantee to ICOL is not detrimental
to the interests of the Company and its shareholders.

V. Accumulative Number of External Guarantees and Overdue Guarantees

As of the disclosure date of the announcement, the guarantee balance actually
provided by the Company for ICOL Company is 20,416.7 thousand RMB. The
external guarantee balance of the Company (including the guarantee provided to
the controlled subsidiaries) is 1,908,204.8 thousand RMB, and the guarantee
balance to the controlled subsidiaries (excluding the guarantee amount) is
1,887,788.1 thousand RMB, accounting for 3.71% and 3.67% of the Company's
latest audited owner's equity attributable to the parent company respectively.

Therefore, the guarantee is submitted to the General Meeting of Shareholders
for approval; The Chairman or the person authorized by the Chairman is
authorized to modify, submit, report, sign, execute and other legal documents
related to this guarantee within the guarantee amount; The Chairman or the
person authorized by the Chairman is authorized to handle all other matters in
connection with this guarantee.

The above proposal was deliberated and approved at the 49th meeting of the
eleventh Board of Directors on August 19, 2022, and is hereby submitted to the
shareholders and shareholders' representatives for deliberation and approval.

Please deliberate on the above proposal.

 

Proposal II

Proposal on General Election of the Twelfth Board of Directors

Dear shareholders and shareholder representatives:

The Eleventh Meeting of the Board of Directors of SDIC Power Holdings Co.,
Ltd. (hereinafter referred to as "the Company" or "SDIC Power") will expire on
September 6, 2022. According to the relevant provisions of the Company Law and
the Articles of Association, the Board of Directors of the Company shall be
elected at the expiration of the term. According to the nomination of the
Company's shareholders, namely State Development & Investment Corp., Ltd.
(hereinafter referred to as "SDIC"), China Yangtze Power Co., Ltd. and the
Nomination Committee of the Board of Directors, it is recommended that Zhu
Jiwei, Luo Shaoxiang, Li Junxi, Zhang Wenping and Zhan Pingyuan be nominated
as the candidates for directors (non-independent directors and non-employee
directors) of the Twelfth Board of Directors of the Company, and the
Nomination Committee of the Board of Directors also nominates Zhang Lizi, Xu
Junli and Yu Yingmin as the candidates for independent directors of the
Twelfth Board of Directors of the Company for a term of three years from the
date of consideration and approval of this proposal at the General Meeting of
Shareholders. The employee directors will be replaced after re-election by the
Staff Council.

The directors of the Eleventh Board of Directors of the Company have been
diligent and dedicated during their service, giving full play to their
respective professional advantages, carefully considering the proposals of the
successive Board of Directors of the Company and making important
contributions to the sustainable and healthy development of the Company.

The above proposal was deliberated and approved at the 49th meeting of the
eleventh Board of Directors on August 19, 2022, and is hereby submitted to the
shareholders and shareholders' representatives for deliberation and approval.

Annex: Curriculum Vitae of Candidates for the directors of the Twelfth Board
of Directors

Zhu Jiwei, male, 52 years old, holds a bachelor's degree and is an engineer.
He has successively served as General Manager and Secretary of the Party
Committee of Xiamen Huaxia International Power Development Co., Ltd., Deputy
Secretary of the Party Committee and General Manager of SDIC Power, and he is
currently Secretary of the CPC Committee and Chairman of SDIC Power.

Luo Shaoxiang, male, 58 years old, holds a master's degree and is a senior
engineer. He has successively served as Deputy Director and Director of the
Strategic Development Department of SDIC and Director of the Operation
Management Department of SDIC. He is currently deputy Chairman of SDIC Power.

Li Junxi, male, 56 years old, holds a bachelor's degree in economics and is a
senior accountant. He has successively served as Deputy General Manager of
SDIC Property Co., Ltd., Deputy General Manager of SDIC High-tech Investment
Co., Ltd., Deputy General Manager of SDIC High-tech Industry Investment Co.,
Ltd. and Audit Commissioner of SDIC Company. He is currently the director of
SDIC Power.

Zhang Wenping, male, 52 years old, holds a bachelor's degree and a master's
degree in business administration and is a senior accountant. He has served
successively as chief accountant, member of the CPC Committee and Chairman of
the labor union of Xiamen Huaxia International Power Development Co., Ltd.,
Deputy General Manager of Fujian Pacific Power Company Limited, Deputy General
Manager of SDIC (Fujian) Meizhou Bay Power Generation Company Limited, General
Manager and Secretary of the CPC Committee of Xiamen Huaxia International
Power Development Co., Ltd., and Deputy Director of the Finance Department of
State Development & Investment Corp., Ltd. He is currently the Director,
General Manager and Deputy Secretary of the CPC Committee of SDIC Power.

Zhan Pingyuan, male, 50 years old, PhD student, is a senior accountant and a
senior international financial manager. He has successively served as the
Director of the Asset Finance Department of CWE Investment Corporation,
Director of the Asset Finance Department and Chief Accountant of China Three
Gorges International Corporation; He is currently the Chief Financial Officer
and General Counsel of China Yangtze Power Co., Ltd. and a director of SDIC
Power.

Zhang Lizi, female, 59 years old, is a professor at North China Electric Power
University, the director of the Academy of Modern Electric Power Research, and
the director of Electricity Market Research Institute, School of Electrical
and Electronic Engineering. She graduated from North China Electric Power
University in 1990 where she received her doctoral degree. She has
successively served as Executive Vice President of the Academy of Modern
Electric Power Research of North China Electric Power University, Assistant to
the President and Head of the School of Electrical and Electronic Engineering.
She is currently the independent director of SDIC Power.

Xu Junli, male, 62 years old, is a senior partner of Taheta (Beijing) Law
Firm. He graduated from the School of Law of China University of Political
Science and Law with a bachelor's degree in law in 1986. He graduated from the
Graduate School of China University of Political Science and Law with a
master's degree in law in 1989. He successively served as a partner of Beijing
Zhongrui Law Firm, a partner of Beijing Zhongtian Law Firm, and a lawyer of
Guangxi Yuandong Business Law Firm. She is currently the independent director
of SDIC Power.

Yu Yingmin, male, 56 years old, is a doctoral student, a postdoctoral fellow
in economics at the Chinese Academy of Fiscal Sciences, and a member of The
Chinese Institute of Certified Public Accountants. He is currently a professor
of accounting and a doctoral supervisor at the Central University of Finance
and Economics. She is currently the independent director of SDIC Power.

 

Proposal III

Proposal on General Election of the Twelfth Supervisory Committee

Dear shareholders and shareholders' representatives:

The Eleventh Meeting of the Supervisory Committee of SDIC Power Holdings Co.,
Ltd. (hereinafter referred to as "the Company" or "SDIC Power") will expire on
September 6, 2022. According to the relevant provisions of the Company Law and
the Articles of Association, the Supervisory Committee of the Company shall be
elected at the expiration of the term. According to the nomination of State
Development & Investment Corp., Ltd. (hereinafter referred to as "SDIC"),
the controlling shareholder of the Company, it is recommended that Qu Lixin
and Han Xiuli be candidates for the position of supervisors (non-employee
supervisor) of the Twelfth Supervisory Committee of the Company for a term of
three years from the date of consideration and approval of this proposal
through the General Meeting of Shareholders. The employee supervisors will be
replaced after re-election by the Staff Council.

The directors of the eleventh Supervisory Committee of the Company have been
diligent and dedicated during their service, giving full play to their
respective professional advantages, carefully considering the proposals of the
successive supervisors of the Company and making important contributions to
the sustainable and healthy development of the Company.

The above proposal was deliberated and approved at the 22nd meeting of the
eleventh Supervisory Committee on August 19, 2022, and is hereby submitted to
the shareholders and shareholders' representatives for deliberation and
approval.

 

Annex: Curriculum Vitae of Candidates for the supervisors of the Twelfth
Supervisory Committee

Qu Lixin, male, 54 years old, holds a bachelor's degree and is a senior
accountant. He has successively served as the Director, Deputy General
Manager, Financial Director of SDIC Power, and the special auditor of the
Audit Department of SDIC. He is currently the full-time equity director of
SDIC and the Chairman of the Supervisory Committee of SDIC Power.

Han Xiuli, female, 41 years old, holds a master's degree and is a senior
economist as well as a senior accountant. She has successively served as a
staff member, deputy chief staff member and chief staff member of the Harbin
Special Office of the National Audit Office of the People's Republic of China,
and a senior Business Manager of the Audit Business Division III of the Audit
Department of SDIC. She is currently the Executive Deputy Director of Audit
Business Division II of the Audit and Evaluation Center of the Audit
Department of SDIC.

 

 

 

 

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