REG - SDIC Power Holdings - Notice of the 2022 fourth EGM
29/06/2022 14:30
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RNS Number : 6806Q SDIC Power Holdings Co., LTD 29 June 2022
SDIC Power Holdings CO., LTD.
(GDR under the symbol: "SDIC")
NOTICE OF THE 2022 FOURTH EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2022 Fourth 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 Wednesday 20 July 2022
at 14:00 p.m., for the purpose of considering, and if thought fit, passing the
following resolution.
ORDINARY RESOLUTION
1. To consider and approve the Proposal on Signing a Financial Service
Agreement and Related-party Transaction with SDIC Finance Co., Ltd.
SPECIAL RESOLUTION
2. To consider and approve the Proposal on Amending the Articles of
Association
ORDINARY RESOLUTION
3. To consider and approve the Proposal on Amending the Rules of Procedure of
the General Meeting of Shareholders
The Board of Directors of SDIC Power Holdings CO., LTD.
June 29, 2022
The resolutions hereunder contain the English translation of the Chinese
version of "Meeting materials for the 2022 Fourth 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 on Signing a Financial Service Agreement and Related-party
Transaction with SDIC Finance Co., Ltd.
Dear shareholders and shareholder representatives:
SDIC Power Holdings Co., Ltd. (hereinafter referred to as the "Company")
intends to sign a Financial Service Agreement with SDIC Finance Co., Ltd.
(hereinafter referred to as "SDIC Finance") through friendly negotiation based
on operation and development needs.
I. Overview of Related-party Transaction
As agreed in the Financial Service Agreement signed between the Company and
SDIC Finance, SDIC Finance will handle related financial services for the
Company, including deposit services, loan and financial leasing services,
settlement services, and other services that Party A may engage in as approved
by CBIRC. During the one-year term of the Agreement, the Company shall have a
maximum daily deposit balance of up to RMB 10 billion in SDIC Finance and a
maximum daily loan limit of up to RMB 15 billion. According to the Rules
Governing the Listing of Stocks on the Shanghai Stock Exchange (2022 Revision)
and the No. 5 Guidance for Self-regulation of Listed Companies in Shanghai
Stock Exchange - Transaction and Related-party transaction, the signing of the
Financial Service Agreement between the Company and SDIC Finance constitutes a
related-party transaction, which shall be submitted to the general meeting of
shareholders of the Company for deliberation.
II. Introduction to Transaction Parties
(I) Introduction to the relationship of related parties
Both the Company and SDIC Finance are controlled by the same controlling
shareholder, i.e. State Development & Investment Corp., Ltd. According to
the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (2022
Revision), SDIC Finance is the affiliated legal person of the Company, and its
deposit, loan, settlement and other services provided for the Company
constitute the related-party transaction of the Company.
(II) Basic information about related parties
Company name: SDIC Finance Co., Ltd.
Company type: other limited liability company
Legal representative: Li Xurong
Registered capital: RMB 500,000.00
Date of establishment: February 11, 2009
Domicile:18/F, No. 2, Fuchengmen Beidajie Street, Xicheng District, Beijing
Scope of business: providing financial and financing consulting, credit
authentication and related consulting and agency services for member
companies; assisting member companies in receiving and paying transaction
payments; handling approved insurance brokerage; providing guarantee for
member companies; addressing entrusted loans and investments between member
companies; addressing bill acceptance and discounting for member companies;
addressing internal transfer settlements and corresponding settlement and
clearance plan design for member companies; absorbing deposits of member
companies; addressing loan and finance lease for member companies; engaging in
inter-bank borrowing and lending; issuing financial company bonds as approved;
underwriting corporate bonds of member companies; equity investment in
financial institutions; investing in marketable securities; addressing buyer's
credit for member company products. (The enterprise may lawfully and
independently choose business projects and carry out business activities. As
for items required to be approved in accordance with laws, the Company may,
after obtaining approval of relevant authorities, carry out business
activities according to approved contents. Business activities of projects
prohibited or restricted by the industrial policies of the city are
prohibited. )
SDIC Finance Co., Ltd.'s key financial data audited in 2021 include total
asset: RMB 4,000,948.07, net asset: RMB 750,838.82, and net profit: 41,814.79.
III. Main Contents of Related-party Transaction
(I) Agreement signatories
Party A: SDIC Finance Co., Ltd.
Party B: SDIC Power Holdings Co., Ltd.
(II) Service Content
1. Deposit service;
2. Loan and finance lease service;
3. Settlement service; and
4. Other services that Party A may engage in as approved by CBIRC.
(III) Service fees
1. For deposits and loans:
(1) The interest rate at which Party A absorbs Party B's deposits shall be
determined by the Parties through negotiation with reference to the market
deposit interest rate, and shall not be lower than the benchmark deposit
interest rate published by the People's Bank of China.
(2) The interest rate at which Party A make loans to Party B shall be
determined by the Parties through negotiation with reference to the market
loan interest rate according to the regulations of the People's Bank of China
on interest rate management.
2. Services not yet charged include:
(1) Settlement services currently provided by Party A to Party B;
(2) Other financial services currently provided by Party A for free.
3. Party A is also developing other licensed financial services and when
conditions permit, with mutual consent, it will provide Party B with new
financial services (hereinafter referred to as "New Services"). Party A hereby
promises to Party B that its charging for New Services provided to Party B
will follow the principles below:
(1) Complying with the charging criteria specified by PBC or China Banking
Regulatory Commission (CBRC) in terms of the such type of service; and
(2) Not higher than the average market commission charged by commercial
banks for providing the same type of financial services to Party B.
(IV) Transaction limit
1. During the term of the Agreement, Party A shall absorb the deposits of
Party B and its controlled subsidiaries, with the daily balance not exceeding
RMB 10 billion. Party B shall provide the list of its controlled subsidiaries
to Party A for the record. Any change shall be promptly notified to Party A.
2. During the term of the Agreement, for direct loans, bill acceptance and
discounting, guarantees and accounts receivable factoring, and financial
guarantees provided by Party A to Party B and its controlled subsidiaries, the
total daily balance including accrued interest shall not exceed RMB 15
billion. Party B shall provide the annual related loan limit approved by its
general meeting of shareholders to Party A for the record. Any change shall be
promptly notified to Party A.
3. During the term of the Agreement, fees for other financial services
provided by Party A to Party B shall be determined by the Parties through
negotiation with reference to the service charging principles in Article
(III).
(V) Risk control
1. Party A shall ensure that it operates as per the financial company risk
monitoring indicators released by CBRC, and its key monitoring indicators such
as asset-liability ratio and liquidity ratio are in line with the regulations
of CBRC and other relevant Chinese laws and regulations.
2. For deposits, loans and other financial services between Party A and
Party B, appropriate decision-making procedures and information disclosure
shall be performed in strict accordance with the relevant laws and regulations
on related-party transaction.
3. Before offering deposit service for the first time, Party A shall
provide Party B with the audited annual financial report, business
qualification, legal compliance of business and other materials required for
Party B to issue a risk assessment report.
4. Party A shall provide Party B with financial reports, the ending
balance of deposits (loans) of Party B and its controlled subsidiaries in
Party A, and other materials required for Party B to issue a continuous risk
assessment report.
(VI) Term of agreement
The Agreement shall come into force after being approved by Party B's general
meeting of shareholders and upon signatures and being affixed with the
official seals of the Parties' legal representatives or authorized
representatives, and shall remain effective for one year from the effective
date
IV. Purpose of Related-party Transaction and Its Impacts on the Company
The financial services provided by SDIC Finance can help the Company reinforce
its funds management, widen its financing channels, raise its fund efficiency,
expand its service scale, and increase its profitability. In the principle of
equality and free will, the Parties to the transaction price the related-party
transaction in a fair and impartial manner, without damaging the interests of
the Company and its shareholders, especially the interests of the minority
shareholders. It has no adverse impact on the Company's sustainable operation
ability, future financial status and operating results, nor affects the
Company's independence.
V. Historical Related-party Transactions to Be Noted
From January to December 2021, the Company and its controlled subsidiaries had
a daily deposit balance of RMB 5.643 billion and a daily loan balance of RMB
5.014 billion in SDIC Finance. By the end of 2021, the Company and its
controlled subsidiaries had a deposit balance of RMB 5.756 billion and a loan
balance of RMB 5.625 billion in SDIC Finance.
The above proposal was deliberated and approved at the 47th meeting of the
11th Board of Directors on June 29, 2022, and is hereby submitted to this
extraordinary general meeting of shareholders for deliberation and approval.
Please deliberate on the above proposal.
Proposal II
Proposal on Amending the Articles of Association
Dear shareholders and shareholder representatives:
Based on the operation context, SDIC Power Holdings Co., Ltd. (hereinafter
referred to as the "Company") proposed to amend its Articles of Association
and make industrial and commercial registration of changes according to the
No. 3 Guidance for Regulation of Listed Companies - Distribution of Cash
Dividends of Listed Companies (revised in 2022) issued by CSRC, and the Share
Listing Rules (revised in January 2022), the Guidance for Articles of
Association of Listed Companies (revised in 2022) and the No. 1 Guidance for
Self-regulation of Listed Companies in Shanghai Stock Exchange - Standardized
Operation issued by Shanghai Stock Exchange, with details as follows:
I. Contents of Amendments to the Articles of Association of SDIC Power
(I) Reasons and main contents of amendments to the Articles of Association
1. According to the Guidance for Articles of Association of Listed
Companies, this amendment make it clear in the text of the Articles of
Association of SDIC Power that cumulative voting must be used for election of
the subject of soliciting voting rights and the directors and supervisors. In
addition, the wording of some articles has also been revised.
2. According to the Rules Governing the Listing of Stocks on Shanghai
Stock Exchange, this amendment includes (i) addition of conditions for the net
assets involved in the object of the transaction and amendment to the
expressions of decision-making authority in Clause 4.2.2, 5.2.8, and 6.5; (ii)
addition and amendment to the guarantee matters approved by the general
meeting of shareholders; (iii) changing the entrusted loans to financial
assistance from external investment; (iv) identifying a negative list of
qualifications for senior executives, stating that senior executives of listed
companies who hold positions other than board of directors or supervisors at
shareholders shall not serve as senior executives, and addition of duty of
good faith and other requirements.
3. Some clauses have been added or deleted according to the No. 3 Guidance
for Regulation of Listed Companies - Distribution of Cash Dividends and the
No. 1 Guidance for Self-Regulation of Listed Companies in the Shanghai Stock
Exchange - Standardized Operation.
(II) Clauses to be amended in the Articles of Association
It is proposed to amend the following clauses in the Articles of Association
of SDIC Power (see the table below):
Original text Amended text
(Delete with strikethrough, add with underline)
3.2.4 The Company may purchase the shares in the Company in 3.2.4 The Company may purchase the shares in the Company in
accordance with laws, administrative regulations, departmental rules and these accordance with laws, administrative regulations, departmental rules and these
Articles if: Articles if: shall not purchase the shares in the Company, except under any of
the following circumstances:
(1) The registered capital of the Company are decreased;
(1) The registered capital of the Company are decreased;
(2) The Company merges with any other company that holds the shares in the
Company; (2) The Company merges with any other company that holds the stocks in the
Company;
(3) The shares are used for employee stock ownership plan or equity-based
incentive; (3) The shares are used for employee stock ownership plan or equity-based
incentive;
(4) Any shareholder requires the Company to purchase his/her shares in
objection against the resolution on merger or split of the Company made at the (4) Any shareholder requires the Company to purchase his/her shares in
General Meeting of Shareholders. objection against the resolution on merger or split of the Company made at the
General Meeting of Shareholders.
(5) The shares are used to convert corporate bonds issued by a listed company
that can be converted to shares; (5) The shares are used to convert corporate bonds issued by a listed company
that can be converted to shares;
(6) Others that are required by listed companies to maintain corporate value
and shareholders' equity. (6) Others that are required by listed companies to maintain corporate value
and shareholders' equity.
(7) Other circumstances specified in the laws or administrative regulations.
(7) Other circumstances specified in the laws or administrative regulations.
Except in the circumstances above, the Company shall not purchase or sell its
shares. Except in the circumstances above, the Company shall not purchase or sell its
shares.
3.3.4 Any gains from sale of shares of the Company by any 3.3.4 Any gains from sale of shares of the Company by any directors,
directors, supervisors, senior executives or shareholders holding 5% or more supervisors, senior executives or shareholders holding 5% or more of the
of the shares of the Company within six (6) months after their purchase of the shares or other securities with equity property of the Company within six (6)
same, and any gains from purchase of shares of the Company by any of the months after their purchase of the same, and any gains from purchase of shares
aforesaid parties within six (6) months after sale of the same shall be of the Company by any of the aforesaid parties within six (6) months after
disgorged and paid to the Company. The Board of Directors of the Company shall sale of the same shall be disgorged and paid to the Company. The Board of
forfeit such gains from the above-mentioned parties. However, where the Directors of the Company shall forfeit such gains from the above-mentioned
securities company purchases and holds the remaining stock more than five parties. However, where the securities company purchases and holds the
percent of shares for exclusive sales, the sales of the stock shall not be remaining stock of more than five percent of shares for exclusive sales,
limited by the time limit of six (6) months. Where the Board of Directors of except for under other circumstances stipulated by the China Securities
the Company fails to observe the preceding paragraph, the shareholders shall Regulatory Commission the sale of the shares is not subject to a six-month
be entitled to request the Board to enforce the same within thirty (30) days. time limit.
Where the Board of Directors of the Company fails to execute them within the
Stocks or other securities of equity nature held by any director, supervisor,
aforesaid period, the shareholders shall have the right to file a lawsuit with senior executive or natural person shareholder referred to in the preceding
a People's Court directly in their own name for the interests of the Company. paragraph shall include stocks or other securities of equity nature held by
Where the Board of Directors of the Company fails to implement the provisions his/her spouse, parents or children and held by making use of others'
of the first paragraph of this article, the directors in charge shall bear accounts.
joint and several liability in accordance with law.
Where the Board of Directors of the Company fails to comply with the
requirements set out in the first paragraph of the preceding this Article, the
shareholders shall be entitled to require the Board of Directors to do so
within 30 days. Where the Board of Directors of the Company fails to execute
them within the aforesaid period, the shareholders shall have the right to
file a lawsuit with a People's Court directly in their own name for the
interests of the Company.
Where the Board of Directors of the Company fails to implement the provisions
of the first paragraph of this Article, the Director(s) in charge shall bear
joint and several in accordance with law.
4.1.11 Any controlling shareholder and the actual controller of the 4.1.11 Any controlling shareholder and the actual controller of the
Company may not damage the interests of the Company by using his/her Company may not damage the interests of the Company by using his/her
association relationships. Any shareholders violating the provisions and thus association relationships. Any shareholders violating the provisions and thus
causing damages to the Company shall be liable for the compensation. …… causing damages to the Company shall be liable for the compensation. ……
4.1.12 The Company has established a mechanism of "freezing upon Delete
occupation" for shares held by major shareholders, i.e., if a substantial
shareholder is found to have embezzled the Company's assets, judicial freezing
shall be applied immediately. If the embezzled assets cannot be settled in
cash, they shall be repaid by realizing the equities.
The Directors, supervisors and senior executives of the Company have the
obligation to maintain the fund security of the Company. Where any directors,
supervisors and senior executives of the Company assist or connive at the
controlling shareholder to embezzle the Company's assets, the Board of
Directors of the Company shall, depending on the severity of the
circumstances, impose sanctions on those directly responsible and initiate the
procedure of removal or even responsibility for a crime for those directors
who are seriously responsible.
4.2.1 The General Meeting of Shareholders is the organ of the 4.2.1 The General Meeting of Shareholders is the organ of the
authority of the Company, and shall exercise the following functions and authority of the Company, and shall exercise the following functions and
powers in accordance with the laws: powers in accordance with the laws:
…… ……
(16) To review the equity incentive plan; (16) To review the equity incentive plan and employee stock ownership plan;
(17) To review the repurchase of shares by the Company; (17) To review the repurchase of shares by the Company;
(18) To review proposals from shareholders who, individually or in the (18) To review proposals from shareholders who, individually or in the
aggregate, hold more than 3% of the shares representing the voting rights of aggregate, hold more than three percent of the shares representing the voting
the Company; rights of the Company;
(19) To review other matters required to be determined by the General Meeting (19) To review other matters required to be determined by the General Meeting
of Shareholders, as agreed by laws, administrative regulations, departmental of Shareholders, as agreed by laws, administrative regulations, departmental
regulations, or these Articles of Association. regulations, or these Articles of Association.
4.2.2 Any transaction behaviors (except that the Company provides 4.2.2 Any transaction behaviors (except that the Company provides
guarantees, receives cash assets and debts which purely reduce the Company's guarantees, receives cash assets and debts which purely reduce the Company's
obligations) in respect of the Company and its controlled subsidiaries shall obligations) in respect of the Company and its controlled subsidiaries shall
be submitted to the General Meeting of Shareholders for review and approval be submitted to the General Meeting of Shareholders for review and approval
if: if:
(1) The total amount of the assets involved in such transaction (calculated (1) The total amount of the assets involved in such transaction (calculated
based on the higher of the book value and estimated value if both exist) based on the higher of the book value and estimated value if both exist)
accounts for more than fifty percent of the audited total assets of the accounts for more than fifty percent of the audited total assets of the
Company for the latest fiscal year; Company for the latest fiscal year;
(2) The transaction has a turnover (including assumed debts and expenses) of (2) The net assets involved in the transaction object (such as equity)
more than fifty percent of the net assets of the Company as audited in the (calculated based on the higher of the book value and estimated value if both
latest fiscal year, with an absolute amount of more than RMB 50 million; exist) account for more than fifty percent of the audited total net assets of
the Company for the latest fiscal year with an absolute amount of more than
(3) Profits from the transaction account for over fifty percent of the net RMB 50 million;
profit of the Company as audited in the latest fiscal year, with an absolute
amount of above RMB 5 million; (3) The transaction has a turnover (including assumed debts and expenses) of
more than fifty percent of the net assets of the Company as audited in the
(4) Relevant operating revenue of the transaction object (such as stock latest fiscal year, with an absolute amount of more than RMB 50 million;
equity) in the latest fiscal year accounts for more than fifty percent of the
total operating revenue of the Company as audited in the latest fiscal year, (4) Profits from the transaction account for over fifty percent of the net
with an absolute amount of above RMB 50 million; profit of the Company as audited in the latest fiscal year, with an absolute
amount of above RMB 5 million;
(5) Relevant net profit of the transaction object (such as stock equity) in
the latest fiscal year accounts for more than fifty percent of the total net (5) Relevant operating revenue of the transaction object (such as stock
profit of the Company as audited in the latest fiscal year, with an absolute equity) in the latest fiscal year accounts for more than fifty percent of the
amount of above RMB 5 million; total operating revenue of the Company as audited in the latest fiscal year,
with an absolute amount of above RMB 50 million;
If these Articles or laws and regulations provide otherwise for the
consideration and voting of transaction behaviors, the relevant provisions (6) Relevant net profit of the transaction object (such as stock equity) in
shall be followed. the latest fiscal year accounts for more than fifty percent of the total net
profit of the Company as audited in the latest fiscal year, with an absolute
If the data involved in the above indicators is negative, the absolute value amount of above RMB 5 million;
shall be taken for the calculation. The term "transaction" as defined in these
Articles includes the following: purchase and sale of assets (excluding If the data involved in the above indicators is negative, the absolute value
purchase of raw material, fuels and motive power and sale of products, shall be taken for the calculation. The term "transaction" as defined in these
commodities and other assets (services) related to daily business and Articles includes the following: purchase and sale of assets (excluding
operation, but such assets shall be included if purchase and sale of such purchase of raw material, fuels and motive power and sale of products,
assets is involved in the replacement of assets); External investment commodities and other assets (services) related to daily business and
(including consignment financing, entrusted loans, etc.); Provision of operation, but such assets shall be included if purchase and sale of such
financial aid; Provision of guarantees; Rent and lease of assets; Entrusting assets is involved in the replacement of assets); External investments
others or being entrusted to manage assets and business; Granting or receiving (including entrusted financial management, entrusted loans and investment in
assets; Claims and debt restructuring; Signing of licensing agreement; subsidiaries); Provision of financial assistance (including interest-bearing
Transferring or receiving research and development projects; Other or interest-free loans, entrusted loans, etc.); Provision of guarantees
transactions recognized by Shanghai Stock Exchange. (including guarantees for controlled subsidiaries, etc.); Rent and lease of
assets; Entrusting others or being entrusted to manage assets and business;
The following guarantees of the Company shall be submitted to the General Granting or receiving assets; Claims and debt restructuring; Signing of
Meeting of Shareholders for examination after being approved by the Board of licensing agreement; Transferring or receiving research and development
Directors: projects; Waving rights (including waiving of preemptive right, the priority
of subscription of capital contribution and dividends); Other transactions
(1) Any guarantee provided after the total amount of guarantee to third recognized by Shanghai Stock Exchange (The purchase of raw materials, fuel and
parties provided by the Company and its controlled subsidiaries has reached or power is not included in any of the above transactions; providing or accepting
exceeded fifty percent of the Company's latest audited net assets; labor; and selling products, merchandise, etc.; transactions related to daily
operations, such as construction contracting, but such asset purchases or
(2) Any guarantee provided after a value of exceeding thirty percent of the sales involved in asset swaps are still included).
latest audited total assets value of the Company calculated based on the
principle of cumulative calculation within consecutive twelve (12) months; The following guarantees of the Company shall be submitted to the General
Meeting of Shareholders for examination after being approved by the Board of
(3) Any guarantee provided to a party who has an asset-liability ratio in Directors:
excess of seventy percent;
(1) Any guarantee provided after the total amount of guarantee to third
(4) Any single guarantee with the amount in excess of ten percent of the parties provided by the Company and its controlled subsidiaries has reached or
Company's latest audited net assets; exceeded fifty percent of the Company's latest audited net assets;
(5) Any guarantee to be provided in favor of Shareholders, actual controllers (2) Any guarantee with a total amount of the external guarantees of the
and their related parties. Company and its controlled subsidiaries exceeds thirty percent of net assets
of the Company as audited in the latest term;
(6) Any guarantee with a value exceeding fifty percent of the latest audited
net assets value of the Company and with an absolute amount of more than RMB (3) Any guarantee provided after a value that has reached or exceeded thirty
50 million, calculated based on the principle of cumulative calculation within percent of the latest audited total assets value of the Company calculated
consecutive twelve months. based on the principle of cumulative calculation within consecutive twelve
(12) months;
(4) Any guarantee provided to a party who has an asset-liability ratio in
excess of seventy percent;
(5) Any single guarantee with the amount in excess of ten percent of the
Company's latest audited net assets;
(6) Any guarantee to be provided in favor of Shareholders, actual controllers
and their related parties.
(6) Any guarantee with a value exceeding fifty percent of the latest audited
net assets value of the Company and with an absolute amount of more than RMB
50 million, calculated based on the principle of cumulative calculation within
consecutive twelve months.
Where there is any violation of the authority of the General Meeting of
Shareholders and the Board of Directors to approve external guarantees in
these Articles and any violation of the approval authority and deliberation
procedures to provide external guarantees, the relevant personnel shall be
held responsible in accordance with the relevant laws and regulations and the
provisions of these Articles.
4.3.3 …… 4.3.3 ……
Where the Supervisory Committee agrees to hold the Extraordinary General Where the Supervisory Committee agrees to hold the Extraordinary General
Meeting of Shareholders, it shall give notice thereof within five days after Meeting of Shareholders, it shall give notice thereof within five days after
its receipt of the proposal and any change to the original proposal in such its receipt of the request and any change to the original proposal in such
notice shall be approved by related shareholders. notice shall be approved by related shareholders.
……
……
4.3.4 If having decided to convene the General Meeting of 4.3.4 If having decided to convene the General Meeting of
Shareholders, the Supervisory Committee or shareholders must inform the Board Shareholders, the Supervisory Committee or shareholders must inform the Board
of Directors and, at the same time, report to the agency of China Securities of Directors and, at the same time, report to the agency of the China
Regulatory Commission at the Company located place and the stock exchange for Securities Regulatory Commission at the Company located place and the Shanghai
recording. Stock Exchange for recording.
Before convening the Extraordinary General Meeting of Shareholders, the Before convening the Extraordinary General Meeting of Shareholders, the
shareholder or shareholders must have held ten percent of shares at least. shareholder or shareholders must have held ten percent of shares at least. The
convening shareholders shall disclose the announcement no later than the
The convening shareholders shall submit relevant evidence to the local notice of the General Meeting of Shareholders, and promise that their
dispatching agency of China Securities Regulatory Commission and the Shanghai shareholding ratio shall not be less than ten percent of the total share
Stock Exchange at the place where the Company is located upon issuing the capital of the Company between the proposed date of the General Meeting of
notice of the General Meeting of Shareholders and the announcement of the Shareholders and the date of the General Meeting of Shareholders.
resolutions of the General Meeting of Shareholders.
The Supervisory Committee or the convening shareholder shall submit relevant
supporting materials to the agency of the China Securities Regulatory
Commission of the place where the Company is located and the Shanghai Stock
Exchange while issuing the notice of General Meeting of Shareholders and the
announcement of resolution of the General Meeting of Shareholders.
4.4.2 The Board of Directors, the Supervisory Committee and the 4.4.2 The Board of Directors, the Supervisory Committee and the
shareholders, individually or jointly holding more than three percent of the shareholders, individually or jointly holding more than three percent of the
total voting shares of the Company shall have the right to bring forward total voting shares of the Company shall have the right to bring forward
proposals at the General Meeting of Shareholders convened by the Company. proposals at the General Meeting of Shareholders convened by the Company.
Shareholders individually or jointly holding not less than three percent of Where a qualified shareholder submits a provisional proposal prior to the
the Company's shares may submit an extempore proposal to the convener in General Meeting of Shareholders, the percentage of shares held between the
writing ten (10) days prior to the date of the General Meeting of issuance of the notice of the proposal and the announcement of the resolution
Shareholders. The convener shall issue a supplementary notice of the General of the meeting shall not be less than three percent.
Meeting of Shareholders to announce the content of the extemporary proposal
within two days after receiving the proposal. Shareholders individually or jointly holding not less than three percent of
the Company's shares may submit an extempore proposal to the convener in
Except for the circumstances in the preceding provisions, the convener shall writing ten (10) days prior to the date of the General Meeting of
not modify those proposals as listed in the notice of the General Meeting of Shareholders. The convener shall issue a supplementary notice of the General
Shareholders or add any new proposal after giving such notice. Meeting of Shareholders to announce the content of the extemporary proposal
within two days after receiving the proposal.
Proposals that are not clearly listed in the notice of the General Meeting of
Shareholders or are not in compliance with Item 4.4.1 of these Articles shall Except for the circumstances in the preceding provisions, the convener shall
not be voted on and decided during the General Meeting of Shareholders. not modify those proposals as listed in the notice of the General Meeting of
Shareholders or add any new proposal after giving such notice.
Proposals that are not clearly listed in the notice of the General Meeting of
Shareholders or are not in compliance with Item 4.4.1 of these Articles shall
not be voted on and decided during the General Meeting of Shareholders.
4.4.5 The notice of the General Meeting of Shareholders shall 4.4.5 The notice of the General Meeting of Shareholders shall
comply with the following requirements: comply with the following requirements:
… …
(10) To specify the name and telephone number of the standing contact person (10) To specify the name and telephone number of the standing contact person
for the meeting. for the meeting.
(11) The time and voting procedures of the network or other means of voting.
4.6.3 The following matters shall be passed by the General Meeting 4.6.3 The following matters shall be passed by the General Meeting
of Shareholders by special resolution: of Shareholders by special resolution:
(1) The Company's increase or decrease of its registered capital and issuance (1) The Company's increase or decrease of its registered capital and issuance
of any kind of stocks, warrants and other similar securities; of any kind of stocks, warrants and other similar securities;
(2) The issuance of corporate bond; (2) The issuance of corporate bond;
(3) Division, merger, dissolution and liquidation of the Company; (3) Division, separation, merger, dissolution and liquidation of the Company;
(4) Any amendment to these Articles; (4) Any amendment to these Articles;
… …
4.6.4 The Shareholders (including their proxies) will exercise the 4.6.4 The Shareholders (including their proxies) will exercise the
voting right according to the number of shares representing votes held by voting right according to the number of shares representing votes held by
them, with one vote for each share. them, with one vote for each share.
When the General Meeting of Shareholders reviews major events influencing the When the General Meeting of Shareholders reviews major events influencing the
interests of small and medium investors, the votes of medium and small interests of small and medium investors, the votes of medium and small
investors shall be counted separately. Results of separate accounting shall be investors shall be counted separately. Results of separate accounting shall be
disclosed in a timely manner. disclosed in a timely manner:
There shall be no voting right for the shares of the Company held by the There shall be no voting right for the shares of the Company held by the
Company itself and such shares shall not be included in the total number of Company itself and such shares shall not be included in the total number of
shares with voting right held by shareholders present at the General Meeting shares with voting right held by shareholders present at the General Meeting
of Shareholders. of Shareholders.
The Board of Directors, independent directors and shareholders meeting Where a shareholder purchases the voting shares of the Company in violation of
relevant specified conditions may collect the voting rights of shareholders. the provisions of Paragraphs 1 and 2 of Article 63 of the Securities Law, the
To solicit the voting rights from shareholders, the specific voting intentions share exceeding the prescribed proportion shall not exercise the voting rights
and other relevant information, etc. shall be fully disclosed to those being within 36 months after purchase, and shall not be included in the total number
solicited. It is prohibited to solicit for voting power from shareholders with of voting shares attending the General Meeting of Shareholders.
compensation or in a disguised form of compensation. The Company shall not
impose the minimum shareholding ratio limit on the voting right collection. The Board of Directors, independent directors and shareholders holding more
than one percent of the voting shares of the Company or the investor
protection institutions established in accordance with laws, administrative
regulations or the provisions of the China Securities Regulatory Commission
shareholders meeting relevant specified conditions may solicit the voting
rights of shareholders if they meet the relevant requirements. To solicit the
voting rights from shareholders, the specific voting intentions and other
relevant information, etc. shall be fully disclosed to those being solicited.
It is prohibited to solicit for voting power from shareholders with
compensation or in a disguised form of compensation. Except for the statutory
conditions, the Company may not impose the minimum shareholding ratio limit on
the voting right collection.
4.6.6 On the condition that the General Meeting of Shareholders is Delete. The serial numbers of 4.6.7-4.6.23 are changed to 4.6.6-4.6.22
ensured to be legal and valid, the Company shall provide favorable conditions sequentially.
for shareholders to participate in the General Meeting of Shareholders in
various manners including online voting platform (prioritized) and other
modern information technology tools.
4.6.8 The list of candidates of directors and supervisors shall be 4.6.8 The list of candidates of directors and supervisors shall be
submitted to the General Meeting of Shareholders for voting in the form of a submitted to the General Meeting of Shareholders for voting in the form of a
proposal. proposal.
When the General Meeting of Shareholders conducts voting to elect the When the General Meeting of Shareholders conducts voting to elect the
directors or supervisors, cumulative voting may apply according to these directors or supervisors, cumulative voting shall apply according to these
Articles or a resolution of the General Meeting of Shareholders. When two or Articles or a resolution of the General Meeting of Shareholders. When two or
more directors or supervisors are to be selected at the General Meeting of more directors or supervisors are to be selected at the General Meeting of
Shareholders, the accumulated voting system shall be implemented. The Shareholders, the accumulated voting system shall be implemented. The
aforementioned directors include independent directors and non-independent aforementioned directors include independent directors and non-independent
directors, and supervisors specifically refer to supervisors who are not directors, and supervisors specifically refer to supervisors who are not
represented by employees. The directors and supervisors served by employee represented by employees. The directors and supervisors served by employee
representatives shall be democratically elected or replaced by the employees representatives shall be democratically elected or replaced by the employees
of the Company, and the relevant provisions of this article on the election at of the Company, and the relevant provisions of this article on the election at
the General Meeting of Shareholders and cumulative voting system shall not the General Meeting of Shareholders and cumulative voting system shall not
apply. apply.
…… ……
4.6.16 Prior to voting on the proposals, the General Meeting of 4.6.16 Prior to voting on the proposals, the General Meeting of
Shareholders shall elect two shareholder representatives to count the votes Shareholders shall elect two shareholder representatives to count the votes
and scrutinize the ballots. In case of a proposal related to the interests of and scrutinize the ballots. In case the discussed item is related to certain
certain shareholders, relevant shareholders and their agents shall not shareholders, related shareholders and agents shall not participate in
participate in vote counting or supervising thereof. counting and scrutinizing votes.
5.1.10 An independent director should carry out the requirements 5.1.10 Independent directors shall perform in accordance with laws,
according to the law, administrative regulations and department regulations. administrative regulations, and relevant provisions of the China Securities
Regulatory Commission and stock exchanges.
5.2.4 The Board of Directors shall perform the following functions 5.2.4 The Board of Directors shall perform the following functions
and powers: and powers:
…… ……
(12) Decide to employ or dismiss the General Manager and Secretary of the (12) Decide to elect or replace the Chairman, employ or dismiss the General
Board of Directors in accordance with the relevant regulations and procedures. Manager, Board Secretary of the Board of Directors and other senior executives
Employ or dismiss senior executives such as the Deputy General Manager of the of the Company, and determine their remuneration, rewards and punishments in
Company and Head of Finance according to the nomination of the General Manager accordance with the relevant regulations and procedures; Decide to employ or
and determine their remuneration, rewards and punishment; dismiss senior executives such as the Deputy General Manager of the Company
and Head of Finance according to the nomination of the General Manager and
determine their remuneration, rewards and punishment;
5.2.8 The Board of Directors shall establish strict review and 5.2.8 The Board of Directors shall establish strict review and
decision-making procedures in accordance with the authority for transactions decision-making procedures in accordance with the authority for transactions
such as foreign investment, purchase and sale of material assets, pledge of such as foreign investment, purchase and sale of material assets, pledge of
assets, external guarantees and related-party transactions as stipulated in assets, external guarantees, related-party transactions and external donations
these Articles. Key investment projects shall be reviewed by relevant experts as stipulated in these Articles. Key investment projects shall be reviewed by
and professionals, and shall be submitted to General Meeting of Shareholders relevant experts and professionals, and shall be submitted to General Meeting
for approval. of Shareholders for approval.
(1) The following transactions of the Company or its controlled subsidiaries (1) The following transactions of the Company or its controlled subsidiaries
(except that the Company provides guarantees, receives cash assets and debts (except that the Company provides guarantees, receives cash assets and debts
which purely reduce the Company's obligations) shall be reviewed and approved which purely reduce the Company's obligations) shall be reviewed and approved
by the Board of Directors: by the Board of Directors:
1. The total amount of the assets involved in such 1. The total amount of the assets involved in such
transaction (calculated based on the higher of the book value and estimated transaction (calculated based on the higher of the book value and estimated
value if both exist) accounts for more than one percent and less than fifty value if both exist) accounts for more than one percent and less than fifty
percent of the audited total assets of the Company for the latest fiscal year; percent of the audited total assets of the Company for the latest fiscal year;
2. The transaction has a turnover (including assumed 2. The net assets involved in the transaction object
debts and expenses) of more than one percent and less than fifty percent of (such as equity) (calculated based on the higher of the book value and
the audited net assets of the Company for the latest fiscal year, or with an estimated value if both exist) account for more than one percent and less than
absolute amount of less than RMB 50 million although the aforementioned fifty percent of the audited net assets of the Company for the latest fiscal
criteria are met; year, or with an absolute amount of less than RMB 50 million although the
aforementioned criteria are met;
3. Profits from the transaction account for more than
one percent and less than fifty percent of the audited net profits of the 3. The transaction has a turnover (including assumed
Company for the latest fiscal year, or with an absolute amount of less than debts and expenses) of more than one percent and less than fifty percent of
RMB 5 million although the aforementioned criteria are met; the audited net assets of the Company for the latest fiscal year, or with an
absolute amount of less than RMB 50 million although the aforementioned
4. Relevant operating revenue of the transaction object criteria are met;
(such as stock equity) in the latest fiscal year accounts for more than one
percent and less than fifty percent of the audited operating revenue of the 4. Profits from the transaction account for more than one
Company for the latest fiscal year, or with an absolute amount of less than percent and less than fifty percent of the audited net profits of the Company
RMB 50 million although the aforementioned criteria are met; for the latest fiscal year, or with an absolute amount of less than RMB 5
million although the aforementioned criteria are met;
5. Relevant net profit of the transaction object (such
as stock equity) in the latest fiscal year accounts for more than one percent 5. Relevant operating revenue of the transaction object
and less than fifty percent of the audited net profits of the Company for the (such as stock equity) in the latest fiscal year accounts for more than one
latest fiscal year, or with an absolute amount of less than RMB 5 million percent and less than fifty percent of the audited operating revenue of the
although the aforementioned criteria are met; Company for the latest fiscal year, or with an absolute amount of less than
RMB 50 million although the aforementioned criteria are met;
If the data involved in the above indicators are negative, the absolute value
shall be taken for the calculation. 6. Relevant net profit of the transaction object (such
as stock equity) in the latest fiscal year accounts for more than one percent
The external guarantees incurred by the Company shall be submitted to the and less than fifty percent of the audited net profits of the Company for the
General Meeting of Shareholders for review and approval by the Board of latest fiscal year, or with an absolute amount of less than RMB 5 million
Directors, except for those stipulated by laws and regulations, regulatory although the aforementioned criteria are met;
authorities and Article 4.2.2 of these Articles.
If the data involved in the above indicators are negative, the absolute value
(2) The following transactions occurring in the Company (except that the shall be taken for the calculation.
Company provides guarantees, receives cash assets and debts which purely
reduce the Company's obligations) shall be reviewed and approved by the The external guarantees incurred by the Company shall be submitted to the
Chairman as authorized by the Board of Directors: General Meeting of Shareholders for review and approval by the Board of
Directors, except for those stipulated by laws and regulations, regulatory
1. The total amount of the assets involved in such authorities and Article 4.2.2 of these Articles.
transaction (calculated based on the higher of the book value and estimated
value if both exist) accounts for more than one percent and less than ten (2) The following transactions occurring in the Company (except that the
percent of the audited total assets of the Company for the latest fiscal year; Company provides guarantees, receives cash assets and debts which purely
reduce the Company's obligations) shall be reviewed and approved by the
2. The transaction has a turnover (including assumed Chairman as authorized by the Board of Directors:
debts and expenses) of more than one percent and less than ten percent of the
audited net assets of the Company for the latest fiscal year, or with an 1. The total amount of the assets involved in such
absolute amount of less than RMB 10 million although the aforementioned transaction (calculated based on the higher of the book value and estimated
criteria are met; value if both exist) accounts for more than one percent and less than ten
percent of the audited total assets of the Company for the latest fiscal year;
3. Profits from the transaction account for more than
one percent and less than ten percent of the audited net profits of the 2. The net assets involved in transaction object (such
Company for the latest fiscal year, or with an absolute amount of less than as equity) (calculated based on the higher of the book value and estimated
RMB 1 million although the aforementioned criteria are met; value if both exist) account for more than one percent and less than ten
percent of the audited net assets of the Company for the latest fiscal year;
4. Relevant operating revenue of the transaction object (such as stock equity)
in the latest fiscal year accounts for more than one percent and less than ten 3. The transaction has a turnover (including assumed debts
percent of the audited operating revenue of the Company for the latest fiscal and expenses) of more than one percent and less than ten percent of the
year, or with an absolute amount of less than RMB 10 million although the audited net assets of the Company for the latest fiscal year;
aforementioned criteria are met;
4. Profits from the transaction account for more than one
5. Relevant net profit of the transaction object (such as stock equity) in the percent and less than ten percent of the audited net profits of the Company
latest fiscal year accounts for more than one percent and less than ten for the latest fiscal year;
percent of the audited net profits of the Company for the latest fiscal year,
or with an absolute amount of less than RMB 1 million although the 5. Relevant operating revenue of the transaction object
aforementioned criteria are met; (such as stock equity) in the latest fiscal year accounts for more than one
percent and less than ten percent of the audited operating revenue of the
If the data involved in the above indicators are negative, the absolute value Company for the latest fiscal year;
shall be taken for the calculation.
6. Relevant net profit of the transaction object (such as
stock equity) in the latest fiscal year accounts for more than one percent and
less than ten percent of the audited net profits of the Company for the latest
fiscal year.
If the data involved in the above indicators are negative, the absolute value
shall be taken for the calculation.
(3) The external donations of the Company shall be approved by the Board of
Directors, and the General Manager shall be authorized to make decisions on
matters with a single amount of RMB 30 million or less.
6.3 Any person who holds a post (except for Director or 6.3 Any person who holds a post except for Director or Supervisor in
Supervisor) in the entity of the Company's Controlling Shareholder or actual the entity of the Company's Controlling Shareholder or actual controller shall
controller shall not serve as the Company's senior executive. not serve as the Company's senior executive.
The senior executives of the Company are paid only at the Company and are not
paid by the controlling shareholder on behalf of the Company.
6.5 The General Manager shall report to the Board of 6.5 The General Manager shall report to the Board of
Directors and shall exercise the following functions and powers: Directors and shall exercise the following functions and powers:
… …
(3) Review and approve the following transactions of the Company (except that (3) Review and approve the following transactions of the Company (except that
the Company provides guarantees, receives cash assets and debts which purely the Company provides guarantees, receives cash assets and debts which purely
reduce the Company's obligations): reduce the Company's obligations):
1. The total amount of the assets involved in such 1. The total amount of the assets involved in such
transaction (calculated based on the higher of the book value and estimated transaction (calculated based on the higher of the book value and estimated
value if both exist) accounts for less than one percent of the audited total value if both exist) accounts for less than one percent of the audited total
assets of the Company for the latest fiscal year; assets of the Company for the latest fiscal year;
2. The transaction has a turnover (including assumed 2. The total amount of the net assets involved in the
debts and expenses) of less than one percent of the audited net assets of the transaction object (such as equity) (calculated based on the higher of the
Company for the latest fiscal year, or with an absolute amount of less than book value and estimated value if both exist) is lower than 1% of the audited
RMB 3 million; total net assets of the Company for the latest period;
3. Profits from the transaction are less than one 3. The transaction amount (including the debts and
percent of the net profit of the Company as audited in the latest fiscal year, expenses assumed) is lower than 1% of the Company's latest audited net assets;
or with an absolute amount of above RMB 300,000;
4. The profit from transaction is lower than 1% of the
4. The relevant operating revenue of the transaction net profit of the Company as audited in the latest fiscal year;
object (such as equity) in the latest fiscal year is lower than 1% of the
total operating revenue of the Company as audited in the latest fiscal year or 5. The relevant operating revenue of transaction object
the absolute amount is no more than RMB 3 million; (such as equity) in the latest fiscal year is lower than 1% of the total
operating revenue of the Company as audited in the latest fiscal year;
5. The relevant net profit of the transaction object
(such as equity) in the latest fiscal year is lower than 1% of the total net 6. The relevant net profit of transaction object (such
profit of the Company as audited in the latest fiscal year or the absolute as equity) in the latest fiscal year is lower than 1% of the total net profit
amount is no more than RMB 300,000. of the Company as audited in the latest fiscal year.
If the data involved in the above indicators are negative, the absolute value If the data involved in the above indicators are negative, the absolute value
shall be taken for the calculation. shall be taken for the calculation.
Strict review and decision-making procedures should be established for foreign Strict review and decision-making procedures should be established for foreign
investment that are made in accordance with the authorities set forth above. investment that are made in accordance with the authorities set forth above.
Key investment projects shall be reviewed by relevant experts and Key investment projects shall be reviewed by relevant experts and
professionals. professionals.
… …
6.12 Where the senior executive violates laws, administrative 6.12 The senior executive shall faithfully perform his or her
stipulations, regulations and these Articles when performing his or her positions and safeguard the best interests of the Company and all
duties, and causes a loss to the Company, the Senior Executive shall be liable shareholders. Where the senior executive violates laws, administrative
for compensation. stipulations, regulations and these Articles when performing his or her
duties, and causes a loss to the Company; or fails to faithfully perform his
or her positions or violates his or her fiduciary duties and causes damage to
the interests of the Company and public shareholders, the senior executive
shall be liable for compensation according to law.
7.1.6 Supervisors shall ensure that information disclosed by the 7.1.6 Supervisors shall ensure that information disclosed by the
Company is true, accurate and complete. Company is true, accurate and complete and sign a written confirmation opinion
concerning the periodic report of the Company.
9.1.1 Any person may not serve as the director, the supervisor or 9.1.1 Any person may not serve as the director, the supervisor or
the senior executive of the Company if such person: the senior executive of the Company if such person:
(1) has no capacity of civil conduct or has limited capacity of civil conduct; (1) has no capacity of civil conduct or has limited capacity of civil conduct;
(2) has been sentenced to prison for the following crimes, and completion of (2) has been sentenced to prison for the following crimes, and completion of
the sentence is less than 5 years ago: embezzlement, bribery, conversion of the sentence is less than 5 years ago: embezzlement, bribery, conversion of
property, misappropriation of property, sabotage of social economic order; or property, misappropriation of property, sabotage of social economic order; or
has been deprived of political rights as a result of a conviction of crime, has been deprived of political rights as a result of a conviction of crime,
and completion of such sanction is less than 5 years ago; and completion of such sanction is less than 5 years ago;
(3) has served as a director, the factory chief, or the general manager of a (3) has served as a director, the factory chief, or the general manager of a
company or enterprise which underwent bankruptcy liquidation as a result of company or enterprise which underwent bankruptcy liquidation as a result of
mismanagement, and been personally responsible for such bankruptcy, and mismanagement, and been personally responsible for such bankruptcy, and
completion of the bankruptcy liquidation is less than 3 years ago; completion of the bankruptcy liquidation is less than 3 years ago;
(4) has served as the legal representative of a company or enterprise whose (4) has served as the legal representative of a company or enterprise whose
business license is revoked due to violation of laws, and been personally business license is revoked due to violation of laws, and been personally
liable for the revocation, and such revocation occurred less than 3 years ago; liable for the revocation, and such revocation occurred less than 3 years ago;
(5) has a considerately large amount of personal debt which is due and (5) has a considerately large amount of personal debt which is due and
outstanding; outstanding;
(6) has been placed on file for investigation by judicial organs for violating (6) has been placed on file for investigation by judicial organs for violating
the Law of Crime, and the case has not yet been closed; the Law of Crime, and the case has not yet been closed;
(7) has been prohibited from entry into the securities market by the (7) has been prohibited from entry into the securities market by China
securities regulatory authority under the State Council, and the prohibition Securities Regulatory Commission, and the prohibition period has not expired;
period has not expired;
(8) has been banned from being senior management of enterprise by laws and
(8) has been banned from being senior management of enterprise by laws and administrative regulations;
administrative regulations;
(9) is a non-natural person;
(9) is a non-natural person;
(10) has been ruled by the relevant competent authority to violate the
(10) has been ruled by the relevant competent authority to violate the provisions of relevant securities laws and regulations and to involve
provisions of relevant securities laws and regulations and to involve fraudulent or dishonest acts, and the period since the date of the ruling is
fraudulent or dishonest acts, and the period since the date of the ruling is less than 5 years;
less than 5 years;
……
……
10.1.2 The Company shall submit annual financial and accounting 10.1.2 The Company shall submit and disclose annual reports to China
reports to China Securities Regulatory Commission and Shanghai Stock Exchange Securities Regulatory Commission and Shanghai Stock Exchange within 4 months
within 4 months from the end of each accounting year, submit semi-annual from the end of each accounting year, submit and disclose interim reports to
financial and accounting reports to the dispatched offices of China Securities the dispatched offices of China Securities Regulatory Commission and Shanghai
Regulatory Commission and Shanghai Stock Exchange within 2 months from the end Stock Exchange within 2 months from the end of the first half year of each
of the first 6 months of each accounting year, and submit quarterly financial accounting year.
and accounting reports to the dispatched offices of the China Securities
Regulatory Commission and Shanghai Stock Exchange within 1 month from the end The above annual reports and interim reports shall be prepared according to
of the first 3 months and the first 9 months of each accounting year. the relevant laws, administrative regulations, regulations specified by China
Securities Regulatory Commission and Shanghai Stock Exchange.
The above financial accounting reports shall be prepared according to the
relevant laws, administrative regulations and department regulations.
This paragraph will be added to article 10.1.8. 10.1.8 The Company's profit distribution policy is as follows:
(8) The percentage cash dividend accounts for in this profit distribution
shall be obtained by making cash dividend divided by the sum of cash dividend
and stock dividend.
10.3.1 The Company shall employ the accounting firm "qualified for 10.3.1 The Company shall engage an accounting firm meeting the
securities business" to carry out financial statement auditing, net asset requirements of Securities Law for the audit of the accounting statements,
verification and other related consultation services etc. The employment term verification of net assets and other relevant consultation services etc. The
of the accounting firm shall be one (1) year from the end of this General employment term of the accounting firm shall be one (1) year, and may be
Meeting of Shareholders to the end of the next General Meeting of renewed.
Shareholders, and may be renewed.
15.3 These Articles are written in Chinese. In case of any 15.3 These Articles are written in Chinese. In case of any
discrepancy between this version of these Articles and other versions or discrepancy between this version of these Articles and other versions or
translations (in any other languages) hereof, the Chinese version, which has translations (in any other languages) hereof, the Chinese version, which has
been approved and registered by State Administration for Industry and Commerce been approved and registered by State Market Regulatory Administration for the
for the latest time, shall prevail. latest time, shall prevail.
The above proposal was deliberated and approved at the 47th meeting of the
11th Board of Directors on June 29, 2022, and is hereby submitted to this
extraordinary general meeting of shareholders for deliberation and approval.
This proposal needs to be deliberated by special resolution.
Please deliberate on the above proposal.
Proposal III
Proposal on Amending the Rules of Procedure of the General Meeting of
Shareholders
Dear shareholders and shareholder representatives:
Based on the operation context, SDIC Power Holdings Co., Ltd. (hereinafter
referred to the "Company") proposed to amend the Rules of Procedure of the
General Meeting of Shareholders according to the Share Listing Rules (revised
in January 2022), the Guidance for Articles of Association of Listed Companies
(revised in 2022), the No. 1 Guidance for Self-regulation of Listed Companies
in Shanghai Stock Exchange - Standardized Operation, the Rules of the General
Meeting of Shareholders of Listed Companies (revised in 2022), other
regulations and the Articles of Association etc., with details as follows:
Current articles Revised articles
(Delete with strikethrough, add with underline)
Article 4 The General Meeting of Shareholders is an organ of authority in the Article 4 The General Meeting of Shareholders is an organ of authority in the
Company and shall exercise the following functions and powers: Company and shall exercise the following functions and powers:
(1) Determine the company's business and investment schematization (1) Determine the company's business and investment plan
…… ……
(13) Review and approve the proposed related-party transaction (except that (13) Review and approve the proposed related-party transaction (except that
the Company provides guarantees) amounting to more than RMB 30 million between the Company provides guarantees, receives cash assets and debts which purely
the Company and affiliated persons and such significant related-party reduce the Company's obligations) amounting to more than RMB 30 million
transaction accounts for more than five percent (5% included) of absolute between the Company and affiliated persons and such significant related-party
value of the Company's net assets attributable to parent company as audited in transaction accounts for more than five percent (5% included) of absolute
latest term; value of the Company's net assets attributable to parent company as audited in
latest term;
The amount of related-party transaction between the Company and same
affiliated person, or transaction related to the type of transaction object The amount of related-party transaction between the Company and same
between the Company and different affiliated person, will be calculated affiliated person, or transaction related to the type of transaction object
according to the principles of accumulative calculation for twelve (12) between the Company and different affiliated person, will be calculated
consecutive months; according to the principles of accumulative calculation for twelve (12)
consecutive months;
(14) Review and approve the following external guarantee matters:
(14) Review and approve the following external guarantee matters:
1. Any guarantee provided after the total amount of
external guarantee provided by the Company and its controlled subsidiaries has 1. Any guarantee provided after the total amount of external guarantee
reached or exceeded fifty percent of the Company's latest audited net assets; provided by the Company and its controlled subsidiaries has reached or
exceeded fifty percent of the Company's latest audited net assets;
2.
2. 2. Any guarantee provided after the total amount of external
Any guarantee provided after the amount has reached or exceeded thirty percent guarantee provided by the Company and its controlled subsidiaries has exceeded
of the Company's latest audited total assets calculated based on the thirty percent of the listed Company's latest audited total assets;
principles of accumulative calculation for twelve (12) consecutive months;
3. Any guarantee provided after the amount has exceeded thirty percent of the
3. Any guarantee provided to a party who has an Company's latest audited total assets calculated based on the principle of
asset-liability ratio in excess of seventy percent; accumulative calculation for twelve (12) consecutive months;
4. Any single guarantee with the amount in excess of ten 4. Any guarantee provided to a party who has an asset-liability ratio in
percent of the Company's latest audited net assets; excess of seventy percent;
5. Any guarantee provided for shareholders, actual 5. Any single guarantee with the amount in excess of ten percent of the
controllers and their related parties; Company's latest audited net assets;
6. Any guarantee with a value of exceeding fifty percent of the latest audited 6. Any guarantee provided for shareholders, actual controllers and their
net assets value of the Company and with an absolute amount of more than RMB related parties.
50 million, calculated based on the principle of accumulative calculation for
twelve consecutive months 6. Any guarantee with a value of exceeding fifty percent of the latest audited
net assets value of the Company and with an absolute amount of more than RMB
(15) Review and approve matters concerning changing the purpose of raised 50 million, calculated based on the principle of accumulative calculation for
funds; twelve (12) consecutive months.
(16) To review the equity incentive plan; (15) Review and approve matters concerning changing the purpose of raised
funds;
(17) Review the repurchase of shares by the Company;
(16) To review the equity incentive plan and employee stock ownership plan;
(18) Review the transaction behaviors (except that the Company provides
guarantees, receives cash assets and debts which purely reduce the Company's (17) Review the repurchase of shares by the Company;
obligations) in respect of the Company and its controlled subsidiaries and
such transaction meets one of the following standards: (18) Review the transaction behaviors (except that the Company provides
guarantees, receives cash assets and debts which purely reduce the Company's
1. The total amount of the assets involved in such obligations) in respect of the Company and its controlled subsidiaries and
transaction (calculated based on the higher of the book value and estimated such transaction meets one of the following standards:
value if both exist) accounts for more than fifty percent of the audited total
assets of the Company for the latest fiscal year; 1. The total amount of the assets involved in such transaction (calculated
based on the higher of the book value and estimated value if both exist)
2. The transaction amount (including the debts and accounts for more than fifty percent of the audited total assets of the
expenses assumed) accounts for more than fifty percent of the net assets of Company for the latest fiscal year;
the Company as audited in the latest fiscal year, with an absolute amount of
above RMB 50 million; 2. The net assets involved in the transaction object (such as equity)
(calculated based on the higher of the book value and estimated value if both
3. Profits from the transaction account for more than exist) account for more than fifty percent of the audited total net assets of
fifty percent of the net profit of the Company as audited in the latest fiscal the Company for the latest fiscal year with an absolute amount of more than
year, with an absolute amount of above RMB 5 million; RMB 50 million;
4. Relevant operating revenue of the transaction object 3. The transaction amount (including the debts and expenses assumed) accounts
(such as equity) in the latest fiscal year accounts for more than fifty for more than fifty percent of the net assets of the Company as audited in the
percent of the total operating revenue of the Company as audited in the latest latest fiscal year, with an absolute amount of above RMB 50 million;
fiscal year, with an absolute amount of above RMB 50 million;
4. Profits from the transaction account for more than fifty percent of the
5. Relevant net profit of the transaction object (such as net profit of the Company as audited in the latest fiscal year, with an
equity) in the latest fiscal year accounts for more than fifty percent of the absolute amount of above RMB 5 million;
total net profit of the Company as audited in the latest fiscal year, with an
absolute amount of above RMB 5 million. 5. Relevant operating revenue of the transaction object (such as equity) in
the latest fiscal year accounts for more than fifty percent of the total
If these Articles of Association or laws and regulations provide otherwise for operating revenue of the Company as audited in the latest fiscal year, with an
the consideration and voting of transaction behaviors, the relevant provisions absolute amount of above RMB 50 million;
shall be followed.
6. Relevant net profit of the transaction object (such as equity) in the
If the data involved in the above indicators is negative, the absolute value latest fiscal year accounts for more than fifty percent of the total net
shall be taken for the calculation. The term "transaction" as defined in these profit of the Company as audited in the latest fiscal year, with an absolute
rules includes the following: purchase and sale of assets (excluding purchase amount of above RMB 5 million.
of raw material, fuels and motive power and sale of products, commodities and
other assets (services) related to daily business and operation, but such If these Articles of Association or laws and regulations provide otherwise for
assets shall be included if purchase and sale of such assets is involved in the consideration and voting of transaction behaviors, the relevant provisions
the replacement of assets);; external investment (including consignment shall be followed.
financing entrusted loans, etc.); Provision of financial supports; provision
of guarantees; Rent and lease of assets; Entrusting others or being entrusted If the data involved in the above indicators is negative, the absolute value
to manage assets and business; Granting or receiving assets; Claims and debt shall be taken for the calculation. The term "transaction" as defined in these
restructuring; Signing of licensing agreement; Transferring or receiving rules includes the following: purchase and sale of assets (excluding purchase
research and development projects; other transactions recognized by Shanghai of raw material, fuels and motive power and sale of products, commodities and
Stock Exchange other assets (services) related to daily business and operation, but such
assets shall be included if purchase and sale of such assets is involved in
(19) Review proposals from shareholders who, individually or in the aggregate, the replacement of assets); external investment (including consignment
hold more than 3% of the shares representing the voting rights of the Company; financing, investment in and offering entrusted loans to subsidiaries, etc.);
Provision of financial assistance (including interest-bearing or interest-free
(20) Review other matters required to be determined by the General Meeting of loans, entrusted loans, etc.); Provision of guarantees (including guarantees
Shareholders, as agreed by laws, administrative regulations, departmental for controlled subsidiaries, etc.); Rent and lease of assets; Entrusting
regulations, or these Articles of Association. others or being entrusted to manage assets and business; Granting or receiving
assets; Claims and debt restructuring; Signing of licensing agreement;
Transferring or receiving research and development projects; waiver of rights
(including waiver of preemptive right, preemptive right to subscribe capital,
etc.); other transactions recognized by Shanghai Stock Exchange (the purchase
of raw materials, fuel and power is not included in any of the above
transactions; providing or accepting labor; and selling products, merchandise,
etc.; transactions related to daily operations, such as construction
contracting, but such asset purchases or sales involved in asset swaps are
still included).
(19) Review proposals from shareholders who, individually or in the aggregate,
hold more than 3% of the shares representing the voting rights of the Company;
(20) Review other matters required to be determined by the General Meeting of
Shareholders, as agreed by laws, administrative regulations, departmental
regulations, or these Articles of Association.
Article 11 Where the Supervisory Committee or the shareholder decides to Article 11 Where the Supervisory Committee or the shareholder decides to
convene the General Meeting of Shareholders on their own, they shall inform convene the General Meeting of Shareholders on their own, they shall inform
the Board of Directors in writing while filing with the agency of China the Board of Directors in writing while filing with the agency of China
Securities Regulatory Commission and the stock exchange at the seat of the Securities Regulatory Commission and Shanghai Stock Exchange at the seat of
Company. the Company.
Before convening the Extraordinary General Meeting of Shareholders, the Before convening the Extraordinary General Meeting of Shareholders, the
shareholder or shareholders must have held ten percent of shares at least. shareholder or shareholders must have held ten percent of shares at least. The
convening shareholders shall disclose the announcement no later than the
When sending out the notice on convening the Extraordinary General Meeting of notice of the General Meeting of Shareholders, and promise that their
Shareholders and proclaiming the resolution of the General Meeting of shareholding ratio shall not be less than 10% of the total share capital of
Shareholders, the Supervisory Committee and convening shareholders shall the Company between the proposed date of the General Meeting of Shareholders
submit relevant evidentiary materials to the agency of China Securities and the date of the General Meeting of Shareholders.
Regulatory Commission and the stock exchange at the seat of the Company.
When sending out the notice on convening the Extraordinary General Meeting of
Shareholders and proclaiming the resolution of the General Meeting of
Shareholders, the Supervisory Committee and convening shareholders shall
submit relevant evidentiary materials to the agency of China Securities
Regulatory Commission and Shanghai Stock Exchange at the seat of the
Company.
Article 15 Where the Company convenes the General Meeting of Shareholders, the Article 15 Where the Company convenes the General Meeting of Shareholders, the
Board of Directors, the Supervisory Committee and the shareholder individually Board of Directors, the Supervisory Committee and the shareholder individually
or jointly holding more than 3% of shares of the Company shall be entitled to or jointly holding more than 3% of shares of the Company shall be entitled to
bring forward proposals at the General Meeting of Shareholders. bring forward proposals at the General Meeting of Shareholders.
Shareholders individually or jointly holding not less than three percent of Where a qualified shareholder submits a provisional proposal prior to the
the Company's shares may submit an extempore proposal to the convener in General Meeting of Shareholders, the percentage of shares held between the
writing ten (10) days prior to the date of the General Meeting of issuance of the notice of the proposal and the announcement of the resolution
Shareholders. The convener shall issue a supplementary notice of the General of the meeting shall not be less than three percent.
Meeting of Shareholders to announce the content of the extemporary proposal
within two days after receiving the proposal. Shareholders individually or jointly holding not less than three percent of
the Company's shares may submit an extempore proposal to the convener in
Except for the circumstances in the preceding provisions, the convener shall writing ten (10) days prior to the date of the General Meeting of
not modify those proposals as listed in the notice of the General Meeting of Shareholders. The convener shall issue a supplementary notice of the General
Shareholders or add any new proposal after giving such notice. Meeting of Shareholders to announce the content of the extemporary proposal
within two days after receiving the proposal.
The General Meeting of Shareholders shall not vote or make resolutions on the
draft resolutions which have not been listed in the notice for convening the Except for the circumstances in the preceding provisions, the convener shall
General Meeting of Shareholders or are inconsistent with Article 14 of the not modify those proposals as listed in the notice of the General Meeting of
Rules hereof. Shareholders or add any new proposal after giving such notice.
The General Meeting of Shareholders shall not vote or make resolutions on the
draft resolutions which have not been listed in the notice for convening the
General Meeting of Shareholders or are inconsistent with Article 14 of the
Rules hereof.
Article 18 The notice of the General Meeting of Shareholders shall comply with Article 17 Article 18 The notice of the General Meeting of Shareholders shall
the following requirements: comply with the following requirements:
(1) In writing; (1) In writing;
(2) Designate the time, place and duration of the meeting; (2) Designate the time, place and duration of the meeting;
(3) State the matters and proposals to be discussed and decided at the (3) State the matters and proposals to be discussed and decided at the
meeting; meeting;
(4) Provide the shareholders with necessary documents and interpretation for (4) Provide the shareholders with necessary documents and interpretation for
the sake of the shareholders' wise decisions on the upcoming discussion the sake of the shareholders' wise decisions on the upcoming discussion
topics; this principle includes (but is not limited to) that when proposing a topics; this principle includes (but is not limited to) that when proposing a
merger, share repurchase, share capital reorganization or other merger, share repurchase, share capital reorganization or other
reorganization, the Company shall provide the specific conditions and reorganization, the Company shall provide the specific conditions and
contracts (if any) of the proposed transaction and give a careful explanation contracts (if any) of the proposed transaction and give a careful explanation
of its causes and consequences; of its causes and consequences;
(5) Where any director, supervisor, general manager or senior executives have (5) Where any director, supervisor, general manager or senior executives have
a significant interest in the matters to be discussed, the nature and extent a significant interest in the matters to be discussed, the nature and extent
of such interests shall be disclosed; where the influence of the matter of such interests shall be disclosed; where the influence of the matter
discussed on the director, supervisor, general manager or senior executives as discussed on the director, supervisor, general manager or senior executives as
shareholders is different from that on other shareholders of the same shareholders is different from that on other shareholders of the same
category, the difference shall be explained; category, the difference shall be explained;
(6) The full text of any special resolution to be passed at the meeting; (6) The full text of any special resolution to be passed at the meeting;
(7) A clear description stating that all shareholders have the right to attend (7) A clear description stating that all shareholders have the right to attend
the General Meeting of Shareholders and to attend and vote at the meeting by the General Meeting of Shareholders and to attend and vote at the meeting by
proxy with a written power of attorney, and the proxy may be not a shareholder proxy with a written power of attorney, and the proxy may be not a shareholder
of the Company; of the Company;
(8) The time and place for delivery of the meeting vote proxy. (8) The time and place for delivery of the meeting vote proxy.
(9) Designate the equity registration dates of the shareholders who are (9) Designate the equity registration dates of the shareholders who are
entitled to attend General Meeting of Shareholders; entitled to attend General Meeting of Shareholders;
(10) To specify the name and telephone number of the standing contact person (10) To specify the name and telephone number of the standing contact person
for the meeting. for the meeting.
(11) The time and voting procedures of the network or other means of voting.
Article 23 If the matters concerning the election of directors and supervisors Article 22 Article 23 If the matters concerning the election of directors and
are to be discussed at the General Meeting of Shareholders, the notice of the supervisors are to be discussed at the General Meeting of Shareholders, the
General Meeting of Shareholders shall fully disclose the detailed information notice of the General Meeting of Shareholders shall fully disclose the
of the candidates for directors and supervisors, including at least the detailed information of the candidates for directors and supervisors,
following contents: including at least the following contents:
(1) Education background, working experience, part-time job and other personal (1) Education background, working experience, part-time job and other personal
information; information;
(2) Whether there is connection relationship with the listed company or its (2) Whether there is connection relationship with the listed company or its
controlling shareholders or actual controllers of the listed company; controlling shareholders or actual controllers of the listed company;
(3) Disclosure of the held shares of the listed company; (3) Disclosure of the held shares of the listed company;
(4) Whether he or she has been punished by China Securities Regulatory (4) Whether he or she has been punished by China Securities Regulatory
Commission or other relevant departments and disciplined by stock exchange. Commission or other relevant departments and disciplined by stock exchange.
In addition to the election of directors and supervisors by accumulative In addition to the election of directors and supervisors by accumulative
voting, each director and supervisor candidate should be put forward by single voting, each director and supervisor candidate should be put forward by single
proposal. proposal.
Article 45 The convener shall guarantee the authenticity, preciseness and Article 44 Article 45 The convener shall guarantee the authenticity,
completeness of the minutes. The directors, supervisors, secretary of the preciseness and completeness of the minutes. The directors, supervisors,
Board of Directors, conveners or their agent and the meeting presider secretary of the Board of Directors, conveners or their agent and the meeting
attending the meeting shall put their signatures on the minutes of the presider attending the meeting shall put their signatures on the minutes of
meeting. The minutes shall be kept together with the register of present the meeting to guarantee the authenticity, preciseness and completeness of the
shareholders and the Power of Attorney for present proxies as well as valid minutes. The minutes shall be kept together with the register of present
documents describing the results of online and other voting process, for a shareholders and the Power of Attorney for present proxies as well as valid
period of ten years at least. documents describing the results of online and other voting process, for a
period of ten years at least.
Article 48 Shareholders (including their proxies) will excise the voting Article 47 Article 48 Shareholders (including their proxies) will excise the
rights based on the number of voting shares presented, and each share has one voting rights based on the number of voting shares presented, and each share
vote. has one vote.
There shall be no voting right for the shares of the Company held by the There shall be no voting right for the shares of the Company held by the
Company itself and such shares shall not be included in the total number of Company itself and such shares shall not be included in the total number of
shares with voting right held by shareholders present at the General Meeting shares with voting right held by shareholders present at the General Meeting
of Shareholders. of Shareholders.
Where a shareholder purchases the voting shares of the Company in violation of
the provisions of Paragraphs 1 and 2 of Article 63 of the Securities Law, the
The Board of Directors, independent directors and the shareholders meeting share exceeding the prescribed proportion shall not exercise the voting rights
relevant specified conditions may solicit the voting rights of shareholders if within 36 months after purchase, and shall not be included in the total number
they meet the relevant requirements. of voting shares attending the General Meeting of Shareholders.
The Board of Directors, independent directors and shareholders holding more
than one percent of the voting shares of the Company or the investor
protection institutions established in accordance with laws, administrative
regulations or the provisions of the China Securities Regulatory Commission
and the shareholders meeting relevant specified conditions may solicit the
voting rights of shareholders if they meet the relevant requirements. To
solicit the voting rights from shareholders, the specific voting intentions
and other relevant information, etc. shall be fully disclosed to those being
solicited. It is prohibited to solicit for voting power from shareholders with
compensation or in a disguised form of compensation.
Article 56 The following matters shall be passed by the General Meeting of Article 54 Article 56 The following matters shall be passed by the General
Shareholders by ordinary resolution: Meeting of Shareholders by ordinary resolution:
(1) Work reports of the Board of Directors and Supervisory Committee; (1) Work reports of the Board of Directors and Supervisory Committee;
(2) Profit distribution plans and loss compensation plans prepared by the (2) Profit distribution plans and loss compensation plans prepared by the
Board of Directors; Board of Directors;
(3) Appointment and dismissal of members of the Board of Directors and the (3) Appointment and dismissal of members of the Board of Directors and the
Supervisory Committee as well as their remunerations and payment method; Supervisory Committee (such director and supervisor are assumed by a
non-employee's representative) as well as their remunerations and payment
…… method;
……
Article 57 The following matters shall be passed by the General Meeting of Article 55 Article 57 The following matters shall be passed by the General
Shareholders by special resolution: Meeting of Shareholders by special resolution:
(1) The Company's increase or decrease of its registered capital and issuance (1) The Company's increase or decrease of its registered capital and issuance
of any kind of stocks, warrants and other similar securities; of any kind of stocks, warrants and other similar securities;
(2) The issuance of corporate bond; (2) The issuance of corporate bond;
(3) Division, merger, dissolution and liquidation of the Company; (3) Division, separation, merger, dissolution and liquidation of the Company;
Article 60 If there are special circumstances where the related shareholders Delete
can't evade, after obtaining the consent of the relevant regulatory
departments, the Company can vote according to the normal procedure and make a
detailed explanation in the announcement of the resolution of the General
Meeting of Shareholders.
The special circumstances mentioned in the preceding paragraph refers to:
(1) Only related shareholders attend the General Meeting of Shareholders;
(2) Other circumstances where the related shareholders can't evade.
Article 62 The list of candidates for director and supervisor shall be Article 60 Article 61 The list of candidates for director and supervisor shall
proposed to the General Meeting of Shareholders for voting. be proposed to the General Meeting of Shareholders for voting.
When the General Meeting of Shareholders conducts voting to elect the When the General Meeting of Shareholders conducts voting to elect the
directors or supervisors, cumulative voting may apply according to these directors or supervisors, cumulative voting should may apply according to
Articles or a resolution of the General Meeting of Shareholders. When two or these Articles or a resolution of the General Meeting of Shareholders. When
more directors or supervisors are to be selected at the General Meeting of two or more directors or supervisors are to be selected at the General Meeting
Shareholders, the accumulated voting system shall be implemented. of Shareholders, the accumulated voting system shall be implemented.
Article 63 The General Meeting of Shareholders shall not make any decision on Article 61 Article 62 Except for the circumstances set forth in Article 15 of
any matter not listed in the notice of a General Meeting of Shareholders. the Rules hereof, the convener shall not modify those proposals as listed in
the notice of the General Meeting of Shareholders or add any new proposal
When the General Meeting of Shareholders discusses the proposals, it shall not after giving such notice.
modify any proposals, otherwise the related changed proposal shall be deemed
as a new proposal and shall not be voted at this General Meeting of The General Meeting of Shareholders shall not vote or make resolutions on the
Shareholders. draft resolutions which have not been listed in the notice for convening the
General Meeting of Shareholders or are inconsistent with Article 14 of the
Rules hereof.
When the General Meeting of Shareholders discusses the proposals, it shall not
modify any proposals, otherwise the related changed proposal shall be deemed
as a new proposal and shall not be voted at this General Meeting of
Shareholders.
The above proposal was deliberated and approved at the 47th meeting of the
11th Board of Directors on June 29, 2022, and is hereby submitted to this
extraordinary general meeting of shareholders for deliberation and approval.
Please deliberate on the above proposal.
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