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

SDIC Power Holdings CoAnnouncement

13/06/2022 12:00

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RNS Number : 6672O  SDIC Power Holdings Co., LTD  13 June 2022

SDIC Power Holdings CO., LTD.

(GDR under the symbol: "SDIC")

NOTICE OF THE 2022 THIRD EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2022 Third Extraordinary General Meeting of
SDIC Power Holdings CO., LTD. will be held at Room 207, No.147 Xizhimen
Nanxiao Street, Xicheng District, Beijing, the PRC, on Tuesday 5 July 2022 at
14:00 p.m., for the purpose of considering, and if thought fit, passing the
following resolution.

SPECIAL RESOLUTION

1. To consider and approve the Proposal on the Company Matching Conditions for
Public Issuance of Renewable Corporate Bonds to Professional Investors

2. To consider and approve the Proposal on the Plan of Public Issuance of
Renewable Corporate Bonds to Professional Investors

3. To consider and approve the Proposal on Requesting the General Meeting of
Shareholders to Authorize the Board of Directors or Authorized Persons of the
Board of Directors to Fully Handle Matters Related to the Renewable Corporate
Bonds

 

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

June 13, 2022

 

 

 

 

 

 

The resolutions hereunder contain the English translation of the Chinese
version of "Meeting materials for the 2022 Third 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 the Company Matching Conditions for Public Issuance of Renewable
Corporate Bonds to Professional Investors

Dear shareholders and shareholder representatives:

According to relevant provisions of the Company Law of the People's Republic
of China (hereinafter referred to as the "Company Law"), the Securities Law of
the People's Republic of China (hereinafter referred to as the "Securities
Law"), the Administrative Measures for Information Disclosure of Corporate
Credit Bonds (hereinafter referred to as the "Measures for Credit Bonds") and
the Administrative Measures for Issuance and Trading of Corporate Bonds
(hereinafter referred to as the "Administrative Measures") and other
applicable laws, regulations and normative documents as well as the actual
situation of the Company, the Company matches the conditions for public
issuance of renewable corporate bonds to professional investors.

The details are as follows:

I. The Company complies with relevant provisions of the Securities Law and the
Administrative Measures on public issuance of corporate bonds:

1. It has a sound and well-functioning organization;

2. The average distributable profit in the most recent three years is
sufficient to pay one year's interest on corporate bonds;

3. It has reasonable structure of assets and liabilities and normal cash flow;

4. It complies with other conditions stipulated by the State Council.

The proceeds raised by public issuance of corporate bonds must be used for the
use of the proceeds listed in the procedures for registering corporate bonds;
Any change in the use of the proceeds must be approved through a resolution
made at the bondholders' meeting. The proceeds raised from public issuance of
corporate bonds shall not be used to cover loss and unproductive expenditure.

II. The Company is not in any of the following situation where it is not
allowed to publicly issue corporate bonds again according to the Securities
Law and the Administrative Measures:

1. The fact that it has defaulted on the publicly issued corporate bonds or
other debts or delayed the payment of principal and interest is still in a
continuous state;

2. It changes the use of the proceeds raised by public issuance of corporate
bonds in violation of provisions of the Securities Law.

After self-examination, the Company meets all the conditions for the public
issuance of renewable corporate bonds to professional investors.

The above proposal was deliberated and approved at the 46th meeting of the
11th Board of Directors on June 13, 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 the Plan of Public Issuance of Renewable Corporate Bonds to
Professional Investors

Dear shareholders and shareholder representatives:

In order to further improve the Company's debt structure, broaden the
Company's financing channels and meet the Company's capital needs, the Company
proposes to publicly issue renewable corporate bonds to professional investors
according to provisions of the Company Law, the Securities Law, the Measures
for Credit Bonds, the Administrative Measures and other relevant laws and
regulations, and in combination with the current bond market and the Company's
fund demand. The specific plan is as follows:

(i) Issuance scale, issuance way and face value

The corporate bonds will be publicly issued to professional investors, with
the issuance scale not exceeding RMB 5.7 billion (including RMB 5.7 billion),
which can be issued in one time or on installment. The specific issuance
scale, whether to issue on installment and the installment plan shall be
submitted to the general meeting of shareholders to authorize the Board of
Directors or authorized persons of the Board of Directors for determination
within the above scope according to the Company's fund demand and market
conditions at the time of issuance.

The face value of each corporate bond is RMB 100.

(ii) Issuance object

The issuance object of the corporate bonds is the professional investors
specified in the Administrative Measures and relevant laws and regulations,
and the shareholders of the Company are not granted with placement priority.

(iii) Maturity of bond

The maturity of the corporate bonds shall not exceed 10 years (including 10
years). At the end of the agreed basic period and at the end of each renewal
period, the Company has the option to renew and extend the period according to
the agreed basic period. The corporate bonds can be a category of single
maturity or a mixed category of multiple maturities. The specific maturity
composition and the issuance scale of each maturity category shall be
submitted to the general meeting of shareholders to authorize the Board of
Directors or authorized persons of the Board of Directors for determination
within the above scope according to the Company's fund demand and market
conditions prior to the issuance.

(iv) Interest rate and determination method

The corporate bonds adopt a fixed interest rate, with simple interest
calculated on an annual basis instead of compound interest. If deferred, each
deferred interest shall be accrued at the current coupon rate during the
deferred period.

The coupon rate in the basic period shall be determined by the Company and the
Lead Underwriter after negotiation within the preset range according to the
results of offline bookkeeping and filing with professional investors. It
shall be fixed within the basic period and reset once every renewal period
thereafter. The reset method shall be determined by the Company and the Lead
Underwriter after negotiation in accordance with relevant national
regulations.

(v) Deferred interest payment option

The bonds are attached with the Company's right to postpone the payment of
interest. Unless a compulsory interest payment event occurs, the Company may
postpone the payment of the current interest and all the deferred interest and
fruits according to the terms of this issue to the next interest payment date
at its own discretion, without any restriction on the times of deferred
interest payment. The above deferred interest does not mean the Company's
failure to pay interest in full as agreed.

(vi) Restrictions on deferred interest payments

Mandatory interest payment events of renewable corporate bonds issued this
time: if the following events occur within 12 months before the interest
payment date, the Company shall not defer the current interest and all
deferred interests and fruits as agreed: (1) distribute dividends to ordinary
shareholders; (2) reduce the registered capital.

Restrictions under the deferred interest of renewable corporate bonds issued
this time: if the Company chooses to exercise the deferred interest payment
right, the Company shall not have the following behaviors before the deferred
interest payment and its fruits are repaid: (1) distribute dividends to
ordinary shareholders; (2) reduce the registered capital.

(vii) Use of proceeds

The proceeds of the corporate bonds are intended to be used to repay the loans
from financial institutions, adjust the debt structure, and supplement working
capital, project investment and other purposes permitted by applicable laws
and regulations. The specific use of proceeds shall be submitted to the
general meeting of shareholders to authorize the Board of Directors or
authorized persons of the Board of Directors for determination within the
above scope according to the Company's fund demand.

(viii) Listing arrangement

After each issuance of the corporate bonds, the corporate bonds will be
arranged for listing according to relevant provisions of Shanghai Stock
Exchange, provided that the listing conditions are met. With the approval of
the regulatory authorities, the corporate bonds can also be listed and traded
in other trading places permitted by applicable laws. The general meeting of
shareholders is requested to authorize the Board of Directors or authorized
persons of the Board of Directors to handle listing and trading matters
according to relevant regulations after the registration and issuance of the
corporate bonds.

(ix) Collateral arrangement

The corporate bonds are unsecured.

(x) Underwriting mode

The corporate bonds are underwritten by the underwriting syndicate organized
by the Lead Underwriter in the form of stand-by underwriting.

(xi) Validity of resolution

The resolution on the corporate bonds takes effect from the date of
deliberation and approval by the general meeting of shareholders till the date
of expiration of the registration document of China Securities Regulatory
Commission.

The above proposal was deliberated and approved at the 46th meeting of the
11th Board of Directors on June 13, 2022, and is hereby submitted to this
extraordinary general meeting of shareholders for deliberation and approval.
The Proposal is voted item by item, and can be implemented only after
registered at China Securities Regulatory Commission.

Please deliberate on the above proposal.

 

 

Proposal III

Proposal on Requesting the General Meeting of Shareholders to Authorize the
Board of Directors or Authorized Persons of the Board of Directors to Fully
Handle Matters Related to the Renewable Corporate Bonds

Dear shareholders and shareholder representatives:

In order to ensure valid and efficient issuance of the corporate bonds, the
Board of Directors of the Company requests the general meeting of shareholders
of the Company to authorize the Board of Directors or authorized persons of
the Board of Directors to fully handle matters related to the corporate bonds
according to the Company Law, Securities Law, the Measures for Credit Bonds,
the Administrative Measures and other relevant laws, regulations and normative
documents, as well as the Articles of Association of SDIC Power Holdings Co.,
Ltd. (hereinafter referred to as the "Articles of Association") under the
framework and principles deliberated and approved by the general meeting of
shareholders and based on the principle of maximizing the interests of the
Company's shareholders, including but not limited to:

Formulate the specific plan and other relevant contents of the corporate
bonds,  revise or adjust issuance terms of the corporate bonds, including but
not limited to the specific issuance scale, maturity of bond, types of bond
and issuance time (including whether to issue on installment and the number
installments, etc.), bond interest rate and its determination method,
redemption option arrangement, whether to exercise renewal option, deferred
interest payment option and relevant contents, rating arrangement, specific
subscription method, specific placement arrangement, maturity and mode of
principal repayment and interest payment, bond listing, termination of
issuance, use of proceeds and other matters related to the corporate bonds
according to relevant provisions of national laws and regulations, securities
regulatory authorities and internal resolutions of the Company, as well as
actual conditions of the Company and the market;

Hire intermediary agencies to handle registration, issuance and listing
matters of the corporate bonds, including but not limited to authorizing,
signing, executing, modifying and completing all necessary documents,
contracts, agreements, covenants, various announcements and other legal
documents related to the registration, issuance and listing of the corporate
bonds, as well as relevant information disclosure according to laws,
regulations and other normative documents;

Select the Bond Trustee for the corporate bonds, sign the Bond Trusteeship
Management Agreement and formulate the Rules of Bondholders' Meeting;

In case of any change in the policy of the regulatory authorities on the
issuance of renewable corporate bonds or any change in market conditions,
adjust the specific scheme of the corporate bonds and other relevant matters
according to opinions of the regulatory authorities, except those required to
be re-voted according to relevant laws, regulations and the Articles of
Association;

Negotiate with relevant commercial banks on the opening of special account for
raised funds, open a special account for the raised funds, and timely sign a
tripartite supervision agreement on special account for raised funds with the
Bond Trustee and the commercial bank that deposits the raised funds according
to the project progress;

Handle other specific matters related to the registration, issuance and
listing of the corporate bonds.

The Company's Board of Directors requests the general meeting of shareholders
to approve the Board of Directors to authorize the Company's Chairman as the
authorized person of the Board of Directors for the corporate bonds to handle
specific matters related to the corporate bonds on behalf of the Company
according to the resolutions of the general meeting of shareholders and
authorization of the Board of Directors.

This authorization is valid from the date of deliberation and approval by the
general meeting of shareholders of the Company to the date of completion of
the above authorized matters.

The above proposal was deliberated and approved at the 46th meeting of the
11th Board of Directors on June 13, 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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