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

SDIC Power Holdings CoAnnouncement

14/04/2023 11:45

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RNS Number : 2935W  SDIC Power Holdings Co., LTD  14 April 2023

SDIC Power Holdings CO., LTD.

(GDR under the symbol: "SDIC")

NOTICE OF THE 2023 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2023 Second 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 16 May 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 Signing a Financial Service
Agreement and Related-party Transaction with SDIC Finance Co., Ltd.

2. To consider and approve the Proposal on Signing a Financial Service
Agreement and Related-party Transaction with Rongshi International Treasury
Management Co., Ltd.

 

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

April 14, 2023

 

The resolutions hereunder contain the English translation of the Chinese
version of "Meeting materials for the 2023 Second 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 Signing a Financial Service Agreement and Related-party
Transaction with SDIC Finance Co., Ltd.

 

Dear shareholders and shareholders' 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

The Company intends to sign a Financial Service Agreement with SDIC Finance,
whereupon SDIC Finance will handle related financial services for the Company,
including deposit services, loan and financial leasing services, settlement
services, and other services that SDIC Finance may engage in as approved by
CBIRC. During the three-year term of the Agreement, the Company shall have a
maximum daily deposit balance of up to RMB 15 billion in SDIC Finance and a
maximum daily loan limit of up to RMB 20 billion. According to the Rules
Governing the Listing of Stocks on the Shanghai Stock Exchange 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, and the related shareholders
shall withdraw themselves from voting.

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, 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 5,000,000,000

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.)

In 2022, SDIC Finance's key financial data audited include total asset: RMB
45,961.99 million, net asset: RMB 7,607.64 million, and net profit: RMB 423.85
million.

SDIC Finance has standardized business operations, sound management systems,
effective risk control, good operating conditions, and the ability to fulfill
contracts. Upon inquiry, it was found that SDIC Finance is not a dishonest
judgment debtor.

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;

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 15 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 20
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, at least every six months, 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 three 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 2022, the Company and its controlled subsidiaries had
a daily deposit balance of RMB 6.929 billion and a daily loan balance of RMB
5.873 billion in SDIC Finance.

From the beginning of 2023 to April 14, 2023, the Company and its controlled
subsidiaries had a daily deposit balance of RMB 7.292 billion and a daily loan
balance of about RMB 7.573 billion in SDIC Finance.

The above proposal was deliberated and approved at the 8th meeting of the 12th
Board of Directors on April 14, 2023, and is hereby submitted to this
extraordinary general meeting of shareholders for deliberation and approval.
As this Proposal involves with related-party transaction, the related
shareholders shall withdraw themselves from voting.

Please deliberate on the above proposal.

 

 

 

Proposal II

SDIC Power Holdings Co., Ltd.

Proposal on Signing a Financial Service Agreement and Related-party
Transaction with Rongshi International Treasury Management Co., Ltd.

 

Dear shareholders and shareholders' representatives,

SDIC Power Holdings Co., Ltd. (hereinafter referred to as the "Company")
intends to sign a Financial Service Agreement with Rongshi International
Treasury Management Co., Ltd. (hereinafter referred to as "Rongshi Treasury")
through friendly negotiation based on operation and development needs.

I. Overview of Related-party Transaction

In order to optimize the Company's overseas finance management and improve the
funds efficiency, the Company intends to sign a Financial Service Agreement
with Rongshi Treasury through friendly negotiation, whereupon Rongshi Treasury
will handle related financial services for the Company, including deposit
services, loan services, automatic offshore funds pooling service, offshore
funds settlement services, financing and finance& tax consulting services,
and other services that Party A may engage in as described in the rules of
relevant qualifying corporate treasury centers in Hong Kong China. During the
three-year term of the Agreement, the Company shall have a maximum daily
deposit balance of up to RMB 5 billion in Rongshi Treasury and a maximum daily
loan limit of up to RMB 15 billion. According to the Proposal on 2023
Estimated Daily Related-Party Transactions deliberated and approved on the
2023 first extraordinary general meeting of shareholders, the Company is
expected to have an estimated daily deposit balance of up to USD 100 million
and an estimated loan of up to USD 800 million in Rongshi Treasury in 2023.
According to the Rules Governing the Listing of Stocks on the Shanghai Stock
Exchange 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 Rongshi
Treasury constitutes a related-party transaction, which shall be submitted to
the general meeting of shareholders of the Company for deliberation, and the
related shareholders shall withdraw themselves from voting.

II. Introduction to Transaction Parties

(I) Introduction to the relationship of related parties

Both the Company and Rongshi Treasury 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,
Rongshi Treasury is the affiliated legal person of the Company, and its
deposit, loan, automatic funds pooling, settlement and other services provided
for the Company constitute the related-party transaction of the Company.

(II) Basic information about related parties

Company name: Rongshi International Treasury Management Co., Ltd.

Company type: other limited liability company

Legal representative: Cui Hongqin

Paid-in capital: USD 50,000,000

Date of establishment: November 20, 2018

Domicile: Suite 1701, 17/F, World-Wide House, 19 Des Voeux Road Central, Hong
Kong

Scope of business: Providing finance, tax and financing consulting and related
consulting services for member companies; addressing internal transfer
settlements for member companies; absorbing deposits of member companies;
addressing loan for member companies; other treasury services.

As of December 31, 2021, Rongshi Treasury's key financial data audited include
total asset: RMB 8,843.36 million, net asset: RMB 402.78 million, and net
profit: RMB 18.22 million.

In 2022, Rongshi Treasury's key financial data unaudited include total asset:
RMB 9,012.31 million, net asset: RMB 441.20 million, and net profit: RMB 42.97
million.

Rongshi Treasury operates its business normally and has sound management
system, valid risk control measures, good state of operation and the ability
of fulfilling agreements. Upon inquiry, Rongshi Treasury is not a dishonest
judgment debtor.

III. Main Contents of Related-party Transaction

(I) Agreement signatories

Party A: Rongshi International Treasury Management Co., Ltd.

Party B: SDIC Power Holdings Co., Ltd.

(II) Service content

1. Deposit service;

2. Loan service;

3. Automatic offshore funds pooling service;

4. Offshore funds settlement service;

5. Financing, finance and tax consulting service;

6. Other services that Party A may engage in as described in the rules of
relevant qualifying corporate treasury centers in Hong Kong China.

(III) Service fees

1. Deposit service fee

Party A provides deposit service for free and pays interest on deposit. The
interest rate at which Party A absorbs Party B and its overseas controlled
companies' deposits shall not be lower than the average interest rate set by
commercial banks for providing the same type of deposit services to Party B
and its overseas controlled companies; and the interest rate at which Party A
absorbs Party B and its overseas controlled companies' deposits shall not be
lower than the average interest rate at which Party A absorbs the same type of
deposits from other SDIC member companies.

2. Loan service fee

The interest rate for loans obtained by Party B and its overseas controlled
companies from Rongshi Treasury shall be determined on a case-by-case basis.
In principle, such rate shall not be higher than that for loans provided by
other financial institutions to the Company and overseas controlled companies
on the same matter under the same conditions.

3. Automatic offshore funds pooling service fee

The provision of automatic offshore funds pooling service by Party A to Party
B and its overseas controlled companies is free of charge.

4    Offshore funds settlement service fee

The provision of offshore funds settlement service by Party A to Party B and
its overseas controlled companies is free of charge.

5. Financing, finance and tax consulting service fee

The following principles shall be applied: (1) Complying with the charging
criteria specified by relevant authority in Hong Kong in term of such type of
services; and (2) Not higher than the commission charged by financial
institutions for providing the same type of services to Party B and the
commission charged by Party A for providing the same type of services to other
SDIC member companies.

6. In addition to the financial services currently provided by Party A to
Party B mentioned above, Party A is also developing other licensed financial
services and when conditions permit, it will provide Party B with new
financial services (hereinafter referred to as "New Services"). The charging
for New Services provided by Party A to Party B will follow the principles
below:

(1) Complying with the charging criteria specified by relevant authority in
Hong Kong in term of such type of services; and

(2) Not higher than the commission charged by financial institutions for
providing the same type of services to Party B and the commission charged by
Party A for providing the same type of services to other SDIC member
companies.

(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 5 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 loans 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 (if any) approved by its general meeting of shareholders to
Party A for the record. Any change shall be promptly notified to Party A.

(V) Risk control

1. Party A promises and guarantees that it has obtained all the necessary
approvals (including approvals, filings, and registrations) and relevant
qualifications required to carry out the services under this agreement, and
all of them are within the validity period. Party A promises and guarantees
that the services it provides comply with the laws and regulations of relevant
jurisdictions, including Hong Kong, China, and are genuine, legal, and
effective.

2.Party A shall ensure that it operates as per the rules of relevant
qualifying corporate treasury centers in Hong Kong, and in compliance with the
provisions of relevant supervision authority in Hong Kong as well as other
relevant laws and regulations of Hong Kong.

3. For 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.

4. Party A shall, at least every six months, 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 three year from the effective
date.

IV. Purpose of Related-party Transaction and Its Impacts on the Company

The financial services provided by Rongshi Treasury can help the Company
reinforce its funds management, widen its financing channels, raise its fund
efficiency and expand its service scale. 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 2022, the Company and its controlled subsidiaries had
a daily deposit balance of about USD 3.4634 million and a daily loan balance
of about USD 884 million in Rongshi Treasury.

From the beginning of 2023 to April 14, 2023, the Company and its controlled
subsidiaries had a daily deposit balance of about USD 1.51 million and a daily
loan balance of about USD 1.05 billion in Rongshi Treasury.

The above proposal was deliberated and approved at the 8th meeting of the 12th
Board of Directors on April 14, 2023, and is hereby submitted to this
extraordinary general meeting of shareholders for deliberation and approval.
As this Proposal involves with related-party transaction, the related
shareholders shall withdraw themselves from voting.

Please deliberate on the above proposal.

 

 

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