REG - SDIC Power Holdings - Notice of the 2023 first EGM
15/02/2023 08:45
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RNS Number : 0019Q SDIC Power Holdings Co., LTD 15 February 2023
SDIC Power Holdings CO., LTD.
(GDR under the symbol: "SDIC")
NOTICE OF THE 2023 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2023 First 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 Thursday 9 March 2023
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 2023 Estimated Daily Related-Party
Transactions
SPECIAL RESOLUTION
2. To consider and approve the Proposal on Amending the Articles of
Association
The Board of Directors of SDIC Power Holdings CO., LTD.
February 15, 2023
The resolutions hereunder contain the English translation of the Chinese
version of "Meeting materials for the 2023 First 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
SDIC Power Holdings Co., Ltd.
Proposal on 2023 Estimated Daily Related-Party Transactions
Dear shareholders and shareholders' representatives,
As required by production and operation, SDIC Power Holdings Co., Ltd.
(hereinafter referred to as the "Company") and its controlled subsidiaries are
expected to have daily related-party transactions with the controlling
shareholder State Development & Investment Corp., Ltd. (hereinafter
referred to as "SDIC") and its controlled subsidiaries in 2023, including
deposit and loan transactions, receiving labor services provided by related
parties and selling goods to related parties, which are described in detail as
follows:
I. Basic Information on Related-Party Transactions
(I) Execution of daily related-party transactions in 2022
Type of related-party transaction Related party Estimated amount in 2022 Actual amount from January to November 2022 (unaudited) Reasons for significant difference between the estimated amount and the actual
amount
Deposit with SDIC Finance, one of the related parties SDIC Finance Co., Ltd. Daily average deposit balance not more than RMB 10 billion Daily average deposit balance of RMB 6.642 billion The estimate was made on the basis of the Company's business development and
fund balancing.
Deposit (foreign currency) with the overseas fund management platform of the Rongshi International Treasury Management Co., Ltd. Daily average deposit balance not more than equivalent USD 1 billion Daily average deposit balance of USD 3.6389 million The estimate was made on the basis of the Company's overseas business
related party development and fund balancing.
Loan transaction with the related party SDIC and its controlled subsidiaries Not more than RMB 15 billion RMB 10.694 billion The estimate was made on the basis of the Company's business development and
fund balancing.
Loan transaction with the related party (foreign currency) Rongshi International Treasury Management Co., Ltd. Not more than equivalent USD 1 billion USD 688 million The estimate was made on the basis of the Company's overseas business
development and fund balancing.
Receiving labor services provided by the related party SDIC Property Management Co., Ltd. Not more than RMB 800 million RMB 4.95 million Not applicable
SDIC Human Resources Service Co., Ltd. RMB 1.0429 million Not applicable
SDIC Traffic Holding Co., Ltd. RMB 165.8046 million Not applicable
SDIC Intelligence Co., Ltd. RMB 2.2823 million Not applicable
SDIC Finance Co., Ltd. RMB 2.947 million Not applicable
Beijing Yahua Real Estate Development Co., Ltd. RMB 11.0691 million Not applicable
Xiamen Meiya Pico Information Co., Ltd. RMB 8,000 Not applicable
China National Investment Consulting Co., Ltd. RMB 4.9646 million New
Selling goods to the related party SDIC Traffic Holding Co., Ltd. Not more than RMB 400 million RMB 14.8317 million Not applicable
(II) Estimated amounts and types of daily related-party transactions in 2023
Type of related-party transactions Related party Estimated amount in 2023 Actual amount from January to November 2022 (unaudited) Reasons for the significant difference between the estimated amount of this
year and the actual amount of the previous year
Deposit with SDIC Finance, one of the related parties SDIC Finance Co., Ltd. Daily average deposit balance not more than RMB 15 billion Daily average deposit balance of RMB 6.642 billion The estimate was made on the basis of the Company's business development and
fund balancing.
Loan transaction with the related party SDIC and its controlled subsidiaries Not more than RMB 20 billion RMB 10.694 billion The estimate was made on the basis of the Company's business development and
fund balancing.
Deposit (foreign currency) with the overseas fund management platform of the Rongshi International Treasury Management Co., Ltd. Daily average deposit balance not more than equivalent USD 100 million Daily average deposit balance of USD 3.6389 million The estimate was made on the basis of the Company's overseas business
related party development and fund balancing.
Loan transaction with the related party (foreign currency) Rongshi International Treasury Management Co., Ltd. Not more than equivalent USD 800 million USD 688 million The estimate was made on the basis of the Company's overseas business
development and fund balancing.
Receiving labor services provided by the related party (coal storage and SDIC and its controlled subsidiaries Not more than RMB 800 million RMB 193 million SDIC Genting Meizhouwan and SDIC Qinzhou are expected to have some coal
transportation, consultation service, software and hardware procurement, etc.) storage and unloading costs; some service fees will be incurred with SDIC
Human Resources Service Co., Ltd., SDIC Property Management Co., Ltd. and
other related parties; SDIC Finance Co., Ltd. is expected to increase loans
and interest expenses for new projects.
Selling goods to the related party (sales of electricity, coal unloading SDIC and its controlled subsidiaries Not more than RMB 400 million RMB 14 million Coordinated development with related parties; considering the influence of
service, etc.) changes in the electricity market; and estimates related to carbon emissions
permit trading, etc.
II. Introduction to and Relationship with Related Parties
(I) Introduction to related parties
1. State Development & Investment Corp., Ltd.
Company Name State Development & Investment Corp., Ltd.
Nature Limited liability company (wholly state-owned)
Legal Representative Fu Gangfeng
Date of Establishment April 14, 1995
Registered Capital RMB 33.8 billion
Domicile International Investment Plaza, 6-6 Fuchengmen North Street, Xicheng District,
Beijing
Scope of Business Managing state-owned assets within the scope of authority by the State Council
and conducting related investment businesses; investment and investment
management in such fields as energy, transportation, chemical fertilizer,
high-tech industry, financial service, consulting, guarantee, trade, biomass
energy, pension industry, big data, medical treatment and health, as well as
inspection and testing; asset management; economic information consulting;
technical development and technical services. (The enterprise is allowed to
operate items at its own option and perform related business activities in
accordance with laws; as for items required to be approved in accordance with
laws, business activities shall be performed as approved by relevant
authorities; it is not allowed to be engaged in business activities prohibited
and restricted by the municipal industrial policies.)
Financial Data As of December 31, 2021, the audited total assets and net assets of State
Development & Investment Corp., Ltd. were RMB 766.373 billion and RMB
251.210 billion, respectively, with an asset-liability ratio of 67.22%. It
achieved operating revenue of RMB 178.246 billion and net profit of RMB 42.489
billion in 2021. As of September 30, 2022, the unaudited total assets and net
assets of State Development & Investment Corp., Ltd. were RMB 847.030
billion and RMB 264.678 billion, respectively, with an asset-liability ratio
of 68.75%. It achieved operating revenue of RMB 141.692 billion and net profit
of RMB 19.535 billion for the period.
2. SDIC Finance Co., Ltd.
Company Name SDIC Finance Co., Ltd.
Nature Other limited liability company
Legal Representative Li Xurong
Date of Establishment February 11, 2009
Registered Capital RMB 5 billion
Domicile 18/F, No. 2 Fuchengmen North 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 collections and payments; approved insurance brokerage; providing
guarantee for member companies; addressing entrusted loans and entrusted
investments among 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; handling loan and financial leasing
for member companies; engaging in inter-bank borrowing; issuing financial
company bonds as approved; underwriting enterprise bonds of member companies;
investing in equities of financial institutions; investing in securities;
buyer's credit for products of member companies. (The enterprise is allowed to
operate items at its own option and perform related business activities in
accordance with laws; as for items required to be approved in accordance with
laws, business activities shall be performed as approved by relevant
authorities; it is not allowed to be engaged in business activities prohibited
and restricted by the municipal industrial policies.)
3. SDIC Property Management Co., Ltd.
Company Name SDIC Property Management Co., Ltd.
Nature Other limited liability company
Legal Representative Yan Xiaojun
Date of Establishment May 16, 2001
Registered Capital RMB 100 million
Domicile International Investment Plaza, 6-6 Fuchengmen North Street, Xicheng District,
Beijing
Scope of Business Property management; renting of office space; public parking services for
motor vehicles; vehicle washing service; catering service; food product sales.
(The enterprise is allowed to operate items at its own option and perform
related business activities in accordance with laws; as for food product
sales, catering service and items required to be approved in accordance with
laws, business activities shall be performed as approved by relevant
authorities; it is not allowed to be engaged in business activities prohibited
and restricted by the municipal industrial policies.)
4. SDIC Human Resources Service Co., Ltd.
Company Name SDIC Human Resources Service Co., Ltd.
Nature Limited liability company (sole proprietorship of legal person)
Legal Representative Meng Shuhao
Date of Establishment April 22, 2014
Registered Capital RMB 100 million
Domicile Room 167 in 1001, 1002 and 1003, 10/F, Building 2, Yard 15, Guanghua Road,
Chaoyang District, Beijing
Scope of Business Providing collection, sorting, storage, publishment and consulting services
related to human resource (HR) supply and demand information; talent
information network service; talent recommendation and recruitment; talent
training; talent assessment; engaging in personnel agency services entrusted
by employers and individuals within the allowed business scope; undertaking HR
service outsourcing; HR management consulting service; labor dispatching
(labor dispatching business license valid until December 30, 2023);
dispatching contract workers to foreign countries (excluding Hong Kong, Macao
and Taiwan) (business qualification certificate for foreign labor service
cooperation valid until July 16, 2024); Internet information service;
enterprise management consulting; education consultancy; economic and trade
consulting; taxation consultation; market research; technical development,
technical promotion and technical services; conference services; organization
of cultural and artistic exchange activities (excluding performance); design,
production, agency and release of advertisements. (The enterprise is allowed
to operate items at its own option and perform related business activities in
accordance with laws; as for the Internet information service and other items
required to be approved in accordance with laws, business activities shall be
performed as approved by relevant authorities; it is not allowed to be engaged
in business activities prohibited and restricted by the municipal industrial
policies.)
5. SDIC Intelligence Co., Ltd.
Company Name SDIC Intelligence Co., Ltd.
Nature Limited liability company (wholly state-owned)
Legal Representative Zhang Lei
Date of Establishment November 8, 2016
Registered Capital RMB 2 billion
Domicile A, 36/F, No. 168, Yangshupu Road, Hongkou District, Shanghai
Scope of Business Engaging in technical development, technical consulting, technical service and
technical transfer in intelligent technology, IoT technology, computer
technology, environmental technology, electronics technology and energy
science & technology, and also engaging in network technology, network
engineering, e-commerce (excluding financing), enterprise management
consulting, communication project construction, project investment, investment
management, investment consultation, corporate planning, asset management and
telecommunications service. [As for items required to be approved in
accordance with laws, business activities shall be performed after obtaining
the approval from relevant authorities]
6. Rongshi International Treasury Management Co., Ltd.
Company Name Rongshi International Treasury Management Co., Ltd.
Full English Name RONGSHI INTERNATIONAL TREASURY MANAGEMENT COMPANY LIMITED
Nature Other limited liability company
Legal Representative Cui Hongqin
Date of Establishment November 20, 2018
Registered Capital USD 50 million
Domicile Room 1701, 17/F, World-Wide House, 19 Des Voeux Road Central, Hong Kong
Scope of Business Treasury management
7. SDIC Traffic Holding Co., Ltd.
Company Name SDIC Traffic Holding Co., Ltd.
Nature Limited liability company (sole proprietorship of legal person)
Legal Representative Wang Wenfa
Date of Establishment October 29, 2013
Registered Capital RMB 2 billion
Domicile Room 1017, Building A, No. 6 Fuchengmen North Street, Xicheng District,
Beijing
Scope of Business Investing in railways, highways (including bridges & culverts, and yards
& stations), ports, aviation logistics, pipeline transportation, logistics
and related supporting projects as well as their horizontal crossing and
comprehensive utilization projects; general contracting, technical
transformation and management of the aforementioned projects; selling metallic
materials, building materials, chemical and light industry materials
(excluding hazardous chemicals), electromechanical equipment, automobiles
(excluding sedans) and automobile spare parts, hardware and electrical
equipment, timber, computer software and hardware, communication equipment and
cultural and office goods (except for items subject to special national
provisions); lease of self-owned equipment; technical consulting, technical
development, technical transfer and economic information consulting services
related to the aforementioned businesses. (The enterprise is allowed to
operate items at its own option and perform related business activities in
accordance with laws; as for items required to be approved in accordance with
laws, business activities shall be performed as approved by relevant
authorities; it is not allowed to be engaged in business activities prohibited
and restricted by the municipal industrial policies.)
Financial Data As of December 31, 2021, the audited total assets and net assets of SDIC
Traffic Holding Co., Ltd. were RMB 25.254 billion and RMB 13.703 billion,
respectively, with an asset-liability ratio of 45.74%. It achieved operating
revenue of RMB 3.323 billion and net profit of RMB 1.615 billion in 2021. As
of September 30, 2022, the unaudited total assets and net assets of SDIC
Traffic Holding Co., Ltd. were RMB 24.790 billion and RMB 14.045 billion,
respectively, with an asset-liability ratio of 43.35%. It achieved operating
revenue of RMB 2.544 billion and net profit of RMB 867 million for the period.
8. Beijing Yahua Real Estate Development Co., Ltd.
Company Name Beijing Yahua Real Estate Development Co., Ltd.
Nature Other limited liability company
Legal Representative Yan Xiaojun
Date of Establishment June 13, 2001
Registered Capital RMB 3.4 billion
Domicile Room 309, 3/F, No. 6 Fuchengmen North Street, Xicheng District, Beijing
Scope of Business Real estate development and sales; property management for self-owned
premises; real estate information consulting (except for intermediary
services); furniture rental. (The market entity is allowed to operate items at
its own option and perform related business activities in accordance with
laws. as for items required to be approved in accordance with laws, business
activities shall be performed as approved by relevant authorities; it is not
allowed to be engaged in business activities prohibited and restricted by the
national and municipal industrial policies.)
9. Xiamen Meiya Pico Information Co., Ltd.
Company Name Xiamen Meiya Pico Information Co., Ltd.
Nature Joint-stock limited company (listed and invested or held by natural person)
Legal Representative Teng Da
Date of Establishment September 22, 1999
Registered Capital RMB 807,083,639
Domicile Units 102-402, No. 12, Guanri Road, 2nd Phase of Xiamen Software Park, Xiamen
Scope of Business General items: Information system integration services; software development;
information technology consulting services; wholesale of computer software and
hardware and auxiliary equipment; retail of computer software and hardware and
auxiliary equipment; data processing and storage support services; 5G
communication technology services; leasing of computer and communication
equipment; sales of radio, film and TV equipment; sales of communication
equipment; sales of mobile communication equipment; digital content production
services (excluding publishing and distribution); Internet security services;
import and export of technologies; import and export of goods; production of
commercial password products; sales of commercial password products; sales of
security equipment; manufacturing of security equipment; sales of metal chains
and other metal products; sales of metal products; manufacturing of lighting
fixtures; sales of smart wearable devices; technical services, development,
consulting, exchange, transfer and promotion; manufacturing of computer
software and hardware and peripherals; manufacturing of mobile communication
equipment; manufacturing of communication equipment; manufacturing of Internet
equipment; big data services; AI public data platform; sales of information
security equipment; manufacturing of information security equipment;
development of network and information security software; sales of intelligent
robots; R&D of intelligent robots; computer system services; information
system operation and maintenance services; sales of electronic products; cloud
computing equipment technology services; general AI application system; sales
of intelligent basic manufacturing equipment; manufacturing of intelligent
basic manufacturing equipment; educational consulting services (excluding
education and training activities involving license approval). (Except for
items subject to approval in accordance with laws, business activities are
independently carried out with the business license in accordance with laws)
Licensed items: Building intelligent system design; Internet information
service; publishing of electronic publications; production of electronic
publications; retail of publications; wholesale of publications; construction
of construction projects; sales of security products for computer information
systems; judicial expertise services. (For the items subject to approval
according to law, business activities are only allowed upon the approval by
relevant authorities, and the specific operating items are subject to the
approval documents or licenses of relevant authorities)
10. China National Investment Consulting Co., Ltd.
Company Name China National Investment Consulting Co., Ltd.
Nature Other limited liability company
Legal Representative Han Song
Date of Establishment December 1, 2003
Registered Capital RMB 16 million
Domicile Room 1011, 10/F, No. 6 Fuchengmen North Street, Xicheng District, Beijing
Scope of Business Investment consulting; engineering consulting; enterprise management
consulting; other social and economic consulting (except for items subject to
special national provisions); bidding agency; engineering supervision;
technical services; economic and trade consulting; technical consulting; sales
of machinery and equipment, electronic products and office supplies;
conference services; education consultancy; data processing (excluding the
bank card center in data processing and the cloud computing data center with
PUE value above 1.4). (The market entity is allowed to operate items at its
own option and perform related business activities in accordance with laws. as
for items required to be approved in accordance with laws, business activities
shall be performed as approved by relevant authorities; it is not allowed to
be engaged in business activities prohibited and restricted by the national
and municipal industrial policies.)
(II) Affiliation
SDIC directly holds 51.32% of the Company's shares and is the affiliated legal
person of the Company in accordance with Article 6.3.3 of the Rules Governing
the Listing of Stocks on the Shanghai Stock Exchange (Revised in January 2022)
(《上海证券交易所股票上市规则（2020年12月修订）》)
(hereinafter referred to as the "Stock Listing Rules").
As the controlled subsidiaries of SDIC, SDIC Finance Co., Ltd. (hereinafter
referred to as SDIC Finance), SDIC Property Management Co., Ltd., SDIC Human
Resources Service Co., Ltd., SDIC Intelligence Co., Ltd., SDIC Traffic Holding
Co., Ltd., Rongshi International Treasury Management Co., Ltd. (hereinafter
referred to as Rongshi Treasury), Beijing Yahua Real Estate Development Co.,
Ltd., Xiamen Meiya Pico Information Co., Ltd. and China National Investment
Consulting Co., Ltd. are all the Company's affiliated legal persons according
to the provisions in Article 6.3.3 of the Stock Listing Rules.
(III) Execution and performance
The Company's related-party transactions are properly executed. SDIC and its
controlled subsidiaries mentioned above are all in normal operating and
financial status, therefore, there is no performance risk.
III. Main Contents and Pricing Policies of Related-Party Transactions
The daily related-party transactions between the Company and its controlled
subsidiaries and SDIC and SDIC's controlled subsidiaries are governed by the
following principles:
(I) Deposit with SDIC Finance, one of the related parties
1. Deposit interest rate. The interest rates for deposits taken by SDIC
Finance from the Company and its controlled subsidiaries shall not be less
than the benchmark deposit interest rates published by the People's Bank of
China and shall be negotiated and determined with reference to the market
deposit interest rates.
2. Charging standards for businesses such as fund settlement. The fees
charged by SDIC Finance for providing other fund settlement services to the
Company and its controlled subsidiaries shall be in accordance with the
charging standards set by the People's Bank of China or the banking regulatory
authorities for such type of services, and shall not be higher than the
average market handling charges of commercial banks for providing the same
type of financial services to the Company and its controlled subsidiaries.
(II) Deposit with Rongshi Treasury, one of the related parties
1. Deposit interest rate. The interest rates for deposits taken by Rongshi
Treasury from the Company and overseas investment holding enterprises shall
not be lower than the average interest rates set by commercial banks for the
provision of the same kind of deposit services to the Company and overseas
investment holding enterprises. In addition to the foregoing, such interest
rates shall not be lower than the average interest rates set by Rongshi
Treasury for the same kind of deposits taken from other SDIC members.
2. Charging standards for businesses such as fund settlement. There is no
handling charge for other fund settlement services provided by Rongshi
Treasury to the Company and overseas investment holding enterprises.
(III) Loan transactions
The interest rates for loans obtained by the Company and its controlled
subsidiaries from SDIC and SDIC's controlled subsidiaries shall comply with
the provisions of the People's Bank of China on interest rate management and
shall be negotiated and determined with reference to market loan interest
rates.
The interest rates for loans obtained by the Company and overseas investment
holding enterprises from Rongshi Treasury shall be determined on a
case-by-case basis. In principle, such rates shall not be higher than those
for loans provided by other financial institutions to the Company and overseas
investment holding enterprises on the same matters under the same conditions.
After the above three matters (deposit and loan transactions with SDIC
Finance, one of the related parties, and deposit and loan transactions with
Rongshi Treasury) are deliberated and approved by the Company's general
meeting of shareholders, the Company will sign the Financial Service Agreement
(《金融服务协议》) with SDIC Finance and Rongshi Treasury in
accordance with the approved amount respectively.
(IV) Receiving labor services provided by related parties
This part of related-party transactions mainly includes coal storage and
transportation, property costs, entrusted management services, enterprise
consultation, recruitment service and software purchase.
The price of a coal storage and transportation contract signed by and between
a controlled subsidiary of the Company and a controlled subsidiary of SDIC,
the consulting service price, the software purchase price and the price for
other labor services or services shall be determined by reference to the
market prices through mutual negotiation and not be higher than the market
prices.
(V) Selling goods to related parties
This part of related-party transactions mainly includes the sales of
electricity by the Company's controlled subsidiaries to affiliate companies in
the same region, carbon emissions permit trading, a small amount of coal
unloading and other services. With the advances in the system reformation and
market-based transaction of electric power, the price of an electricity sales
contract between a controlled subsidiary of the Company and a controlled
subsidiary of SDIC will be determined by reference to the market-set price and
not be lower than the market price.
IV. Purpose of Current Related-Party Transactions and Its Impact on the
Company
The newly added daily related-party transactions of the Company are in line
with the needs of the Company's production and operation, and the prices of
the related-party transactions strictly comply with the Price Law of the
People's Republic of China (《中华人民共和国价格法》) and other
relevant laws and regulations, and where there is government pricing, the
price is directly applied; where there is no government pricing, the price
shall be negotiated by both parties to the transaction on the basis of market
price, which ensures the fairness of the related-party transactions and
reflects the principles of openness, fairness and impartiality, does not harm
the interests of the listed company and other shareholders and not affect the
independence of the listed company.
Since its listing in 2002, the Company has been independent of SDIC and other
controlled subsidiaries in terms of personnel, finance, organization setting,
etc. Electric power generation is the main business of the Company. The
Company will not rely on related parties, with related-party transactions
accounting for a very small proportion of the Company's total revenue.
The above proposal was deliberated and approved at the 6th meeting of the 12th
Board of Directors on December 30, 2022, and is hereby presented to you for
deliberation and approval.
Please deliberate on the above proposal.
Proposal II
SDIC Power Holdings Co., Ltd.
Proposal on Amending the Articles of Association
Dear shareholders and shareholders' representatives,
In accordance with the Measures for the Compliance Management of Central
Enterprises (Order No. 42 of SASAC) and other related provisions, SDIC Power
Holdings Co., Ltd. (hereinafter referred to as the Company) intends to
increase the compliance management functions of the Board of Directors and the
Management and define the positioning of senior executives including the
general counsel and chief accountant (head of finance) in the Articles of
Association. It is proposed to amend the following contents of the Articles of
Association:
Existing provisions Revised provisions
(Added contents are underlined and in bold)
Chapter I General Provisions
1.11 The term "other senior executives" as mentioned in these Articles of 1.11 The term "other senior executives" as mentioned in these Articles of
Association refer to the Company's Deputy General Manager, Secretary of the Association refer to the Company's Deputy General Manager, Secretary of the
Board of Directors and Head of Finance. Board of Directors, Chief Accountant (Head of Finance), and General Counsel.
Chapter V Section II Board of Directors
5.2.4 The Board of Directors shall perform the following functions and powers: 5.2.4 The Board of Directors shall perform the following functions and powers:
(1) Deliberate and determine the implementation of decisions and arrangements
(1) Review and determine the implementation of decisions and arrangements of of the CPC Central Committee and major initiatives of national development
the CPC Central Committee and major initiatives of national development strategies;
strategies;
(2) Convene the General Meeting of Shareholders and report to the General
(2) Convene the General Meeting of Shareholders and report to the General Meeting of Shareholders;
Meeting of Shareholders;
(3) Implement the resolutions of the General Meeting of Shareholders;
(3) Implement the resolutions of the General Meeting of Shareholders;
(4) Develop the operating policy and investment plan of the Company; Decide on
(4) Develop the operating policy and investment plan of the Company; Decide on the business plans and investment plans of the Company;
the business plans and investment plans of the Company;
(5) Make the annual financial budget plans and final accounting plans of the
(5) Make the annual financial budget plans and final accounting plans of the Company;
Company;
(6) Make profit distribution plan, profit distribution policy adjustment plan,
(6) Make profit distribution plan, profit distribution policy adjustment plan, loss recovery plans for the Company;
loss recovery plans for the Company;
(7) Formulate the Company's plans for increasing or reducing registered
(7) Formulate the Company's plans for increasing or reducing registered capital, issuing bonds or other securities and listing;
capital, issuing bonds or other securities and listing;
(8) Draw up schemes concerning major purchase, purchase of the Company's
(8) Draw up schemes concerning major purchase, purchase of the Company's stocks, or merger, division, dissolution and alteration of the Company;
stocks, or merger, division, dissolution and alteration of the Company;
(9) Deliberate and approve related-party transactions between the Company and
(9) Deliberate and approve related-party transactions between the Company and related natural persons with a transaction amount of more than RMB 300,000
related natural persons with a transaction amount of more than RMB 300,000 (except for the guarantee provided by the Company, if it meets the criteria
(except for the guarantee provided by the Company, if it meets the criteria for deliberation at the general meeting of shareholders, it shall be submitted
for deliberation at the general meeting of shareholders, it shall be submitted to the general meeting of shareholders for deliberation and approval after
to the general meeting of shareholders for deliberation and approval after deliberation by the Board of Directors ), and deliberate and approve
deliberation by the Board of Directors ), and deliberate and approve related-party transactions between the Company and related parties with a
related-party transactions between the Company and related parties with a transaction amount of more than RMB 3 million and accounting for more than
transaction amount of more than RMB 3 million and accounting for more than 0.5% of value of the Company's net assets as audited in the latest term
0.5% of value of the Company's net assets as audited in the latest term (except for the guarantee provided by the Company, if it meets the criteria
(except for the guarantee provided by the Company, if it meets the criteria for deliberation at the general meeting of shareholders, it shall be submitted
for deliberation at the general meeting of shareholders, it shall be submitted to the general meeting of shareholders for deliberation and approval after
to the general meeting of shareholders for deliberation and approval after deliberation by the Board of Directors).
deliberation by the Board of Directors).
The amount of related-party transactions between the Company and same
The amount of related-party transactions between the Company and same affiliated person, or transaction related to the type of transaction object
affiliated person, or transaction related to the type of transaction object between the Company and different affiliated person, will be calculated
between the Company and different affiliated person, will be calculated according to the principles of accumulative calculation for twelve (12)
according to the principles of accumulative calculation for twelve (12) consecutive months;
consecutive months;
(10) Deliberate and approve the guarantees and other transactions that shall
(10) Deliberate and approve the guarantees and other transactions that shall be reviewed by the Board of Directors as stipulated in 5.2.8 of these
be reviewed by the Board of Directors as stipulated in 5.2.8 of these Articles;
Articles;
(11) Decide establishment of the internal management structures of the
(11) Decide establishment of the internal management structures of the Company;
Company;
(12) Decide to employ or dismiss the General Manager, Secretary of the Board
(12) Decide to employ or dismiss the General Manager, Secretary of the Board of Directors and other senior executives of the Company, and determine their
of Directors and other senior executives of the Company, and determine their remuneration, rewards and punishments in accordance with the relevant
remuneration, rewards and punishments in accordance with the relevant regulations and procedures; Employ or dismiss senior executives such as the
regulations and procedures; employ or dismiss senior executives such as the Deputy General Manager, Chief Accountant (Head of Finance), and General
Deputy General Manager and Head of Finance of the Company according to the Counsel according to the nomination of the General Manager and determine their
nomination of the General Manager and determine their remuneration, rewards remuneration, rewards and punishment;
and punishments;
(13) Draw up the Company's basic management system;
(13) Draw up the Company's basic management system;
(14) Develop the methods of performance evaluation, sign annual and term
(14) Develop the methods of performance evaluation, sign annual and term performance responsibility letters with the management members, and
performance responsibility letters with the management members, and scientifically and reasonably determine the performance evaluation results of
scientifically and reasonably determine the performance evaluation results of management members;
management members;
(15) Develop the salary management measures for senior executive, make the
(15) Develop the salary management measures for senior executive, make the salary distribution plan for senior executive, and establish and improve the
salary distribution plan for senior executive, and establish and improve the restraint mechanism matching with the incentive of the Management;
restraint mechanism matching with the incentive of the Management;
(16) Prepare amendments to these Articles of Association;
(16) Prepare amendments to these Articles of Association;
(17) Manage information disclosure matters of the Company;
(17) Manage information disclosure matters of the Company;
(18) Propose the general meeting of shareholders to hire or change the
(18) Propose the general meeting of shareholders to hire or change the accounting firm auditing the Company and their remuneration;
accounting firm auditing the Company and their remuneration;
(19) Make major accounting policies and accounting estimate change plans of
(19) Make major accounting policies and accounting estimate change plans of the Company;
the Company;
(20) Make stock ownership incentive plan of the Company;
(20) Make stock ownership incentive plan of the Company;
(21) Listen to the work report of the General Manager of the Company, and
(21) Listen to the work report of the General Manager of the Company, and check the work of the General Manager;
check the work of the General Manager;
(22) Decide on the establishment of special committees and the appointment and
(22) Decide on the establishment of special committees and the appointment and removal of their relevant candidates;
removal of their relevant candidates;
(23) Prepare the work report of the Board of Directors;
(23) Prepare the work report of the Board of Directors;
(24) Decide on the company's compliance management system, deliberate and
(24) Other authorities authorized by laws, administrative rules, regulations approve the basic system, system construction plan and annual report of
and these Articles. compliance management, promote the improvement of the compliance management
system and evaluate its effectiveness, study and decide on major matters of
When the Board of Directors makes any resolutions mentioned in the previous compliance management, and decide on the setting and responsibilities of the
paragraphs, Items (7), (8) and (16) which shall be voted and approved by more compliance management department.
than 2/3 of the Directors, other items may generally be voted and approved by
more than 1/2 of the Directors. (25) Other authorities authorized by laws, administrative rules, regulations
and these Articles.
When the Board of Directors makes any resolutions mentioned in the previous
paragraphs, Items (7), (8) and (16) which shall be voted and approved by more
than 2/3 of the Directors, other items may generally be voted and approved by
more than 1/2 of the Directors.
Chapter VI General Manager and Other Senior Executives
6.1 The Company's General Manager, the Deputy General Manager, Head of Finance 6.1 The Company's General Manager, the Deputy General Manager, Secretary of
and Secretary of the Board of Directors are senior executives of the Company. the Board of Directors, Chief Accountant (Head of Finance), and General
Counsel are senior executive of the Company.
6.5 The General Manager shall report to the Board of Directors and shall 6.5 The General Manager shall report to the Board of Directors and shall
exercise the following functions and powers: exercise the following functions and powers:
(1) Take charge of the Company's production, operation and management, (1) Take charge of the Company's production, operation and management,
organize the implementation of resolutions of the Board of Directors and organize the implementation of resolutions of the Board of Directors and
report to the Board of Directors on his work; report to the Board of Directors on his work;
(2) Draft and organize the implementation of the Company's business policy, (2) Draft and organize the implementation of the Company's business policy,
investment plan, business plan and investment scheme; investment plan, business plan and investment scheme;
(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 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 less than one percent of the audited total assets of the Company accounts for less than one percent of the audited total assets of the Company
for the latest fiscal year; for the latest fiscal year;
2. The total amount of the net assets involved in the transaction object (such 2. The total amount of the net assets involved in the transaction object (such
as equity) (calculated based on the higher of the book value and estimated as equity) (calculated based on the higher of the book value and estimated
value if both exist) is lower than 1% of the audited total net assets of the value if both exist) is lower than 1% of the audited total net assets of the
Company for the latest period; Company for the latest period;
3. The transaction amount (including the debts and expenses assumed) is lower 3. The transaction amount (including the debts and expenses assumed) is lower
than 1% of the Company's latest audited net assets; than 1% of the Company's latest audited net assets;
4. The profit from transaction is lower than 1% of the net profit of the 4. The profit from transaction is lower than 1% of the net profit of the
Company as audited in the latest fiscal year; Company as audited in the latest fiscal year;
5. The relevant operating revenue of transaction object (such as equity) in 5. The relevant operating revenue of transaction object (such as equity) in
the latest fiscal year is lower than 1% of the total operating revenue of the the latest fiscal year is lower than 1% of the total operating revenue of the
Company as audited in the latest fiscal year; Company as audited in the latest fiscal year;
6. The relevant net profit of transaction object (such as equity) in the 6. The relevant net profit of transaction object (such as equity) in the
latest fiscal year is lower than 1% of the total net profit of the Company as latest fiscal year is lower than 1% of the total net profit of the Company as
audited in the latest fiscal year. 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.
(4) Deliberate and approve the related-party transactions between the Company (4) Deliberate and approve the related-party transactions between the Company
or its controlled subsidiary and related natural person with a transaction or its controlled subsidiary and related natural person with a transaction
amount less than RMB 300,000 (except the guarantee provided by the Company); amount less than RMB 300,000 (except the guarantee provided by the Company);
Transactions between the Company or its controlled subsidiary and affiliated Transactions between the Company or its controlled subsidiary and affiliated
legal person (except the guarantee provided by the Company) in an amount of legal person (except the guarantee provided by the Company) in an amount of
less than RMB 3 million, or accounting for less than 0.5% of the absolute less than RMB 3 million, or accounting for less than 0.5% of the absolute
value of the latest audited net assets of the Company; value of the latest audited net assets of the Company;
The amount of related-party transactions between the Company and same The amount of related-party transactions between the Company and same
affiliated person, or transaction related to the type of transaction object affiliated person, or transaction related to the type of transaction object
between the Company and different affiliated person, will be calculated between the Company and different affiliated person, will be calculated
according to the principles of accumulative calculation for twelve (12) according to the principles of accumulative calculation for twelve (12)
consecutive months; consecutive months;
(5) Formulate the plan for the establishment of the Company's internal (5) Formulate the plan for the establishment of the Company's internal
management organization; management organization;
(6) Formulate the basic management system of the Company; (6) Formulate the basic management system of the Company;
(7) Formulate detailed rules of the Company; (7) Formulate detailed rules of the Company;
(8) Propose the appointment or dismissal of the Company's Deputy General (8) Propose the appointment or dismissal of the Company's Deputy General
Manager or Head of Finance to the Board of Directors; Manager, Chief Accountant (Head of Finance), and General Counsel to the Board
of Directors;
(9) Decide on the appointment or dismissal of responsible managerial personnel
other than those to be appointed or dismissed by the board of directors; (9) Decide on the appointment or dismissal of responsible managerial personnel
other than those to be appointed or dismissed by the board of directors;
(10) Exercise other functions and powers provided in these Articles of
Association or granted by the Board of Directors. (10) Prepare the construction scheme of compliance management system and the
basic system of compliance management, and organize their implementation after
The General Manager attends the meeting of the Board of Directors and approval by the Board of Directors. Organize and develop specific compliance
non-director General Manager has no voting right in the meeting of the Board management systems, respond to major compliance risk events, approve annual
of Directors. compliance management plans, and guide and supervise compliance management of
all departments and affiliated enterprises;
(11) Exercise other functions and powers provided in these Articles of
Association or granted by the Board of Directors.
The General Manager attends the meeting of the Board of Directors and
non-director General Manager has no voting right in the meeting of the Board
of Directors.
6.11 The Company implements the general counsel system, in which the General 6.11 The company implements the general counsel system. The General Counsel
Counsel is responsible for the chairman of the Company and leads the overall shall be appointed by the Board of Directors, and shall conduct overall legal
legal management of the Company. management of the enterprise. If the matters deliberated by the Board of
Directors involve legal issues, the General Counsel shall attend as nonvoting
delegates and give legal opinions.
8.2.1 While performing its duties in accordance with the Constitution of the 8.2.1 While performing its duties in accordance with the Constitution of the
Communist Party of China and other internal Party regulations, the Company's Communist Party of China and other internal Party regulations, the Company's
Party Committee plays the leading role to steer the direction, manage the Party Committee plays the leading role to steer the direction, manage the
overall situation, and promote the relevant implementations of the Company, overall situation, and ensure the relevant implementations of the Company, and
and discusses and decides major issues of the Company in accordance with discusses and decides major issues of the Company in accordance with
regulations. Major business and management matters must be studied and regulations. Major business and management matters must be studied and
discussed by the Party Committee before being determined by the Board of discussed by the Party Committee before being determined by the Board of
Directors or the Management. The pre-study and discussion of the Party Directors or the Management. The pre-study and discussion of the Party
Committee to form opinions is not equivalent to a pre-decision, and cannot Committee to form opinions is not equivalent to a pre-decision, and cannot
replace the decision of other governance entities. replace the decision of other governance entities.
The above proposal was deliberated and approved at the 7th meeting of the 12th
Board of Directors on February 15, 2023, and is hereby presented to you for
deliberation and approval. This proposal needs to be deliberated by special
voting.
Please deliberate on the above proposal.
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