REG - SDIC Power Holdings - Notice of the 2023 fourth EGM

SDIC Power Holdings CoAnnouncement

10/07/2023 12:00

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RNS Number : 5181F  SDIC Power Holdings Co., LTD  10 July 2023

SDIC Power Holdings CO., LTD.

(GDR under the symbol: "SDIC")

NOTICE OF THE 2023 FOURTH EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2023 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 Thursday 27 July 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 Providing Guarantee for ICOL
Company

 

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

July 10, 2023

 

 

The resolutions hereunder contain the English translation of the Chinese
version of "Meeting materials for the 2023 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

SDIC Power Holdings Co., Ltd.

Proposal on Providing Guarantee for ICOL Company

Dear shareholders and shareholder representatives:

SDIC Power Holdings Co., Ltd. (hereinafter referred to as the company) plans
to provide a parent company guarantee of no more than £ 25 million for its
subsidiary, Inch Cape Offshore Limited (hereinafter referred to as ICOL), 50
percent of whose shares are indirectly held by the company. The details are as
follows:

1. An overview of the guarantee

The subsidiary, ICOL, of which the company indirectly holds 50 percent of the
equity, is primarily responsible for the construction and operation of the
Inch Cape offshore wind farms in the UK. Currently, the preliminary work is
progressing as planned, and ICOL is locking engineering packages. After
preliminary comparison and selection:

(1) ICOL has identified Vestas Celtic Wind Technology Limited (hereinafter
referred to as Vestas) as the wind turbine supplier. Currently, ICOL and
Vestas have signed a Preferred Supply Agreement (PSA). According to the
contract negotiations, Vestas requests that the company provide a parent
company guarantee with a limit of £ 5 million for the wind turbine
procurement contract as a payment guarantee for its termination.

(2) ICOL plans to sign an agreement with Barclays Bank on issuing letters of
credit with a limit of 40 million pounds, which will be used to support ICOL
in providing performance guarantees for some suppliers during construction.
According to the contract negotiations, Barclays Bank requires that the
company provide a parent company guarantee with a limit of 20 million pounds
for the agreement of issuing letters of credit.

Another shareholder of ICOL, Electricity Supply Board (hereinafter referred to
as ESBII UK Limited), with 50 percent of its shares, will also provide parent
company guarantees of £ 5 million and £ 20 million for ICOL on the
aforementioned matters in accordance with their shareholding ratios.

2. The basic information of the guarantee holder

(1) The basic information of the guarantee holder

ICOL was established on February 17, 2010, with its registered address in
Edinburgh: 5th Floor, 40 Princes Street, Edinburgh, EH2 2BY, Scotland, United
Kingdom. As of May 2023, ICOL had a registered capital of £ 51.1 million and
its main business was the production of renewable power (the development of
offshore wind power).

As of December 31, 2022, ICOL's financial data was: it had total assets of £
193.65 million, total liabilities of £ 171.91 million, and net assets of £
21.74 million. Since ICOL is still in the development phase, there was no
operating income in 2022, and the net profit was -1.73 million pounds.

As of May 31, 2023, ICOL's financial data was: it had total assets of £
240.86 million, total liabilities of £ 220.03 million and net assets of £
20.83 million; From January to May 2023, there was no operating income, and
the net profit was -0.91 million pounds.

(2) Correlation between the guarantee holder and the company

ICOL is 100 percent owned by Inch Cape Offshore Holdings Limited (hereinafter
referred to as ICOHL), and its shareholders are Red Rock Power Limited (with
50 percent of the shares) and ESBII UK Limited (with 50 percent of the
shares). The details of ICOL's equity structure are shown in the following
figure:

3. The main contents of the guarantee agreement

                                                                       Matters of providing guarantee: Vestas                                           Matters of providing guarantee: Barclays Bank
 Guarantee method                                                       joint liability guarantee                                                        joint liability guarantee
 Guarantee type                                                        credit guarantee                                                                 credit guarantee
 Period of guarantee                                                   From the date of signature to the earlier of the following dates:                From the date of signature to the earlier of the following dates:

                                                                       1. ICOL fully fulfills all its obligations and responsibilities under the PSA;   1. Barclays Bank will no longer bear any further actual or possible

                                                                                compensation obligation based on the guarantee issued for ICOL;
                                                                       2. Three months from the expiration of PSA;

                                                                                2. The amount guaranteed has been fully paid or released.
                                                                       3. The ICOL equity held by the guarantor has been reduced to 0 percent.
 Amount guaranteed                                                     No more than £ 5 million                                                         No more than £ 20 million
 Guarantee content                                                     It is to provide a parent company guarantee for the wind turbine procurement     It is used for Barclays Bank to support ICOL in providing performance
                                                                       contract as a payment guarantee for its termination .                            guarantee for some suppliers during construction.
 Whether other shareholders provide guarantees and forms of guarantee  The other shareholder provides guarantees on equal terms.
 situations and forms of counter guarantee                             None
 Guarantee fees                                                        None                                                                             The annual fee rate for the amount drawn is 42 basis points; There is no fee
                                                                                                                                                        for the amount undrawn.

 

4. The necessity and rationality of the guarantee

According to the board of directors, the project of Inch Cape offshore wind
farms owned by ICOL is of crucial importance in the implementation of the
company's international strategic planning and the steady expansion of its
overseas business. The wind turbine supply contract is a key capital
construction point, and the aforementioned two parent company guarantees will
ensure the smooth progress of the project's capital construction. In the
matters of guarantee with Vestas, signing PSA is a necessary step for
subsequent wind turbine procurement, which will guarantee the normal progress
of the project; hence the risk of this guarantee is controllable. In the
matters of guarantee with Barclays Bank, the letters of credit provided by
Barclays Bank will be used by ICOL to provide guarantee for relevant
suppliers, which frequently happens as a performance guarantee in promoting
overseas business. The provision of this parent company guarantee is an
important part in the follow-up construction of the project, so the risk of
this guarantee is also controllable.

As of May 31, 2023, ICOL's total liabilities amounted to £ 220.03 million,
including £ 179.66 million as the balance of shareholder loans. In the
preparation and development of overseas projects, many shareholders use
shareholder loans in place of some of the registered capital, so ICOL has a
relatively low risk of overdue debt.

In summary, the interests of the company and shareholders will not be damaged
in providing guarantee for ICOL.

5. Accumulated numbers of external guarantees and overdue guarantees

As of July 10, 2023, the company has an outstanding guarantee balance of
275.2675 million RMB for ICOL. The company had 3222.7913 million RMB as the
balance of external guarantees (including guarantees provided for controlled
subsidiaries) and 2947.5238 million RMB as the balance of guarantees provided
for controlled subsidiaries (excluding this amount guaranteed), respectively
accounting for 5.91 percent and 5.41 percent of the equity, based on the
company's latest audit, attributable to the parent company.

As of July 10, 2023, the company has no overdue guarantees.

Therefore, it is requested to approve this guarantee, to authorize the
Chairman or personnel authorized by the Chairman to modify, present, submit,
sign, execute other legal documents related to this guarantee within the
amount guaranteed, and to authorize the Chairman or personnel authorized by
the Chairman to handle all other matters related to this guarantee.

The above proposal was approved at the 13th meeting of the 12th Board of
Directors of the company on July 10, 2023, and is hereby submitted to all
shareholders and shareholder representatives for deliberation.

Please deliberate on the above proposal.

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