REG - SDIC Power Holdings - Notice of the 2024 Annual General Meeting
28/05/2025 13:00
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RNS Number : 3924K SDIC Power Holdings Co., LTD 28 May 2025
SDIC Power Holdings CO., LTD.
(GDR under the symbol: "SDIC")
NOTICE OF THE 2024 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2024 Annual General Meeting of SDIC Power
Holdings CO., LTD. will be held at Room 207, No.147 Xizhimen Nanxiao Street,
Xicheng District, Beijing, the PRC, on Wednesday, 18 June 2025 at 14:00 p.m.,
for the purpose of considering, and if thought fit, passing the following
resolution.
ORDINARY RESOLUTION
1. 2024 Work Report of the Board of Directors
2. 2024 Work Report of Supervisory Committee
3. Proposal on Deliberation of the 2024 Financial Final Accounts Report
4. Proposal on 2024 Profit Distribution Plan
5. Proposal on Deliberation of the 2025 Operation Plan
6. Proposal on Signing a Financial Service Agreement and Related-Party
Transactions with SDIC Finance Co., Ltd.
7. Proposal on Election of Directors of the Company
The Board of Directors of SDIC Power Holdings CO., LTD.
May 28, 2025
The resolutions hereunder contain the English translation of the Chinese
version of "Meeting materials for the 2024 Annual 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.
2024 Work Report of the Board of Directors
Dear shareholders and shareholders' representatives,
In the year 2024, facing new development trends and market changes in the
power sector, SDIC Power seized the opportunity to pursue progress while
maintaining stability and promote stability through progress, focused on
enhancing core functions and core competitiveness, overcame difficulties and
worked hard. We promoted growth, adjusted structure, and prevented risks,
fully implemented the new development philosophy, and effectively safeguarded
the legitimate rights and interests of shareholders.
The work of the Board of Directors in 2024 and the work plan for 2025 are
hereby reported as follows:
Part I Work of the Board of Directors in 2024
I. Operating Achievements of the Company
The operating indicators of the Company continued to improve. By the end of
2024, the holding installed capacity reached 44.6347 million kW; total assets
amounted to RMB 296.537 billion, an increase of RMB 19.174 billion compared to
the end of the previous period; and the asset-liability ratio was controlled
at 63.22%, an increase of 0.04 percentage points year-on-year.
There were no work safety accidents throughout 2024. The new installed
capacity put into operation this year totaled 3.6871 million kW, with power
generation reaching 172.072 billion kWh, a year-on-year increase of 6.24%; the
on-grid tariff was RMB 0.359/kWh, a year-on-year decrease of 4.01%. The annual
operating revenue reached RMB 57.819 billion, a year-on-year increase of
1.95%; the net profits attributed to shareholders of listed company amounted
to RMB 6.643 billion, a year-on-year decrease of 0.92%; and the basic earnings
per share were RMB 0.8669, a year-on-year decrease of 0.97%.
II. Convening of Board Meetings
According to the relevant provisions of laws and regulations, as well as the
Articles of Association and the Rules of Procedure of the Board of Directors,
the Company held a total of 18 board meetings and deliberated 78 proposals in
2024, including the appointment of senior executives, system revision,
related-party transactions, and other matters, ensuring the efficient and
smooth operation of our business activities. All directors of the Company
attended all the board meetings during the year and no absence occurred. The
matters deliberated are as follows:
(I) Personnel changes
In 2024, according to the relevant provisions of the Company Law and the
Articles of Association, the Board of Directors of the Company efficiently
carried out the selection and appointment of directors and senior executives,
and conducted by-elections for members of the Board's special committees.
In April 2024, Mr. Zhu Jiwei resigned from his positions as director and
Chairman of the Board due to work adjustments. Upon nomination by the
controlling shareholder and approval by the general meeting of shareholders,
Mr. Guo Xuyuan and Mr. Zhang Lei were elected as directors of the Company; the
Board of Directors approved the election of Mr. Guo Xuyuan as Chairman of the
12th Board of Directors.
(II) System revision
The Board of Directors continued to improve the modern enterprise system with
Chinese characteristics, and further refined the corporate governance
mechanisms of state-controlled listed companies. The Board of Directors
established and enhanced the ESG management system, formulated the
Environmental, Social and Governance Management System of the Company (Trial)
and the Working System for Specialized Meetings of Independent Directors, and
revised a series of systems including the Articles of Association, the Rules
of Procedure of the General Meeting of Shareholders, the Rules of Procedure of
the Board of Directors, the Administrative Measures for Financial Report of
the Company, and the Supervision and Administrative Measures of Corporate
Financial Derivative Business.
(III) Related-party transactions
In 2024, adhering to the principles of "compliance with laws and regulations
and fair pricing", the Board of Directors approved the continuous risk
assessment reports for SDIC Finance Co., Ltd. and Rongshi International
Treasury Management Company Limited. Based on the actual operational and
developmental needs of the Company, the Board of Directors reviewed and passed
the Proposal on 2025 Estimated Daily Related-Party Transactions, which was
then submitted to the general meeting of shareholders for approval.
(IV) Equity financing
To promote the development of its main business, the Company conducted a
private placement of 550,314,465 shares to the specific object - the National
Council for Social Security Fund. In connection with this Project, the Board
of Directors deliberated 14 related proposals, including the Proposal on the
Company's Eligibility for the Issuance of A Shares to the Specific Object -
National Council for Social Security Fund. After approval by the Shanghai
Stock Exchange and registration by the CSRC, the issuance was completed on
March 4, 2025, increasing the total share capital from 7.454 billion shares to
8.004 billion shares.
(V) Performance assessment
In June 2024, the Board of Directors deliberated the signing of annual and
tenure performance contracts for senior executives and adjustments to certain
terms of the tenure employment contracts.
In October 2024, following the regulatory requirements for the listed
companies and relevant regulations such as the Administrative Measures for the
Remuneration of Directors and Supervisors of the Company and the
Administrative Measures for Performance Assessment of the Company, the Board
of Directors organized the annual performance assessment of the Company's
management for 2023, calculated the annual remuneration of management
personnel for 2023, and submitted it to the general meeting of shareholders
for deliberation and approval.
(VI) Periodic reports
Upon confirming the absence of any false records, misleading statements, or
material omissions, the Board of Directors reviewed and approved the Company's
2023 Annual Report and its Summary, Report on the First Quarter of 2024,
Semiannual Report and Report on the Third Quarter of 2024 of the Company to
ensure true, accurate and complete disclosure of the Company's financial
condition and operating results to the market.
(VII) Internal control
In 2024, the Board of Directors continued to establish a robust internal
control management system with clear leadership, well-defined
responsibilities, and efficient operations. It reviewed and approved relevant
reports, including the 2023 Annual Internal Control Evaluation Report of the
Company and the 2023 Annual Internal Audit Work Report and 2024 Annual
Internal Audit Work Plan, prepared in compliance with regulatory requirements
and corporate policies, ensuring effective operation of the internal control
system.
(VIII) Profit distribution
The Board of Directors deliberated and approved the 2023 profit distribution
plan, proposing to the general meeting of shareholders an increase in the
annual cash dividend payout ratio by five percentage points to 55%, with a
cash dividend (tax-inclusive) of RMB 0.4948 per share. During the year, the
Company formulated the Shareholders' Returns Planning in the Next Three Years
(2024-2026), committing that from 2024 to 2026, the annual cash dividend
distribution shall, in principle, not be less than 55% of the distributable
profits in the consolidated financial statements. This initiative effectively
enhances shareholder benefits and safeguards the rights and interests of
shareholders.
III. Main Works Done during the Reporting Period
(I) Abiding by the rules strictly and performing duties diligently
In 2024, the Board of Directors proposed 8 general meetings of shareholders,
including 1 annual General Meeting of Shareholders and 7 Extraordinary General
Meetings of Shareholders, all of which were held by combining on-site voting
with online voting. The proposals of all previous General Meetings of
Shareholders were highly recognized by the majority of shareholders and
successfully passed the vote.
In 2024, the professional committees of the Board of Directors held a total of
22 meetings, including 3 meetings for the Strategy Committee, 4 meetings for
the Nomination Committee, 6 meetings for the Remuneration and Assessment
Committee, 7 meetings for the Audit Committee, and 2 meetings for the
Committee on Environment, Society and Governance. The Strategy Committee
actively participated in formulating the Company's 2024 operation plan,
rigorously evaluated the A-share private placement proposal to specific
objects, and deliberated domestic business performance and 2025 priorities,
providing strategic recommendations to the Board of Directors. The Audit
Committee maintained close communication with internal and external auditors,
scrutinized the necessity, fairness, and pricing of related-party
transactions, and monitored changes in accounting policies and audit firms.
The Remuneration and Assessment Committee reviewed compensation structures and
performance outcomes, revised the Administrative Measures for Performance
Assessment of the Management Members of the Company, and executed
annual/tenure performance contracts with senior executives. The Nomination
Committee strictly followed nomination procedures to successfully complete the
election of directors and appointment of key executives, including the general
counsel.
(II) Deepening field research to enhance governance efficacy
In 2024, the three independent directors leveraged their professional
expertise in the power industry, legal compliance, and accounting/auditing to
diligently monitor corporate operations and provide timely recommendations.
Three dedicated independent director meetings were convened to deliberate on
16 matters, including related-party transactions and private placements.
To strengthen the director support system and information-sharing mechanisms,
the Company organized five joint field inspections by independent directors
and equity directors to invested enterprises in 2024, including Xuzhou Huarun,
Jiangsu New Energy, Yalong Hydro, Guangxi New Energy, and Yunnan New Energy.
Through in-depth analysis of operational conditions and industry trends, the
Company conducted focused discussions on talent development, work safety
management, market-oriented mechanisms, and digital transformation, delivering
professional guidance to invested enterprises.
Directors maintained regular engagement with the Management through multiple
channels to stay informed about corporate operations and effectively protect
shareholder rights.
(III) Prioritizing operational efficiency with steady reform progress
In 2024, the Company sustained overall operational stability while fulfilling
its critical political mandate of energy supply security. The Company
continuously enhanced safety management capabilities through rigorous
inspections and effective emergency response protocols. All production units
successfully accomplished supply guarantees during critical periods, achieving
annual power generation of 172 billion kWh.
Breakthroughs were made in key regions and major projects, realizing
predetermined growth targets. The business expansion has maintained a positive
momentum, and the construction and production plans have been achieved on
schedule. Multiple major breakthroughs have been made in the
hydropower-wind-solar integration base project in the Yalong River Basin.
Domestic new energy operations were expanded through regional optimization and
platform consolidation. The Company reformed initiatives advanced through
organizational restructuring and accelerated talent development.
(IV) Strengthening compliance foundations for governance excellence
The Board of Directors optimized the compliance management system to enhance
standardization and operational precision. The Board of Directors developed
the Compliance Management Manual for Development and Construction of New
Energy Projects as a comprehensive guideline, completed compliance
effectiveness evaluations for key subsidiaries, and continuously improved
compliance standards across invested enterprises.
Comprehensive improvements were made to the policy frameworks for domestic and
overseas operations. Standardized systems were implemented for new energy
enterprises through unified policy templates, driving integrated and refined
management practices. Overseas governance was strengthened through top-level
design and localized policy systems that align with corporate mandates,
establishing institutional foundations for compliant international operations.
(V) Actively optimizing governance and delivering corporate values
The Company strictly fulfilled the information disclosure obligation of listed
companies and protected the right to know of investors. The Company
continuously disclosed 75 Chinese announcements and 29 English announcements
through the Shanghai Stock Exchange and the London Stock Exchange throughout
the year. With zero errors, zero supplements, and zero inquiries in terms of
information disclosure, the Company has been awarded the "Grade A Rating of
Information Disclosure" by the Shanghai Stock Exchange for eight consecutive
years, establishing an image of a robust, standardized, professional, and
responsible player in the capital market.
The Company upholds the principle of "respecting, revering, and protecting
investors" and has established a comprehensive investor relations management
system. Firstly, a dedicated investor relations task force was formed, led by
the Secretary of the Board of Directors, with members including heads of seven
core departments and key personnel. The team systematically analyzes hot
topics in the capital market and continuously enriches the depth and breadth
of the investor relations database. Secondly, value communication was
prioritized. The Chairman and general manager, along with all independent
directors, attended the annual performance briefing, marking the first time a
full-market live broadcast was used to disclose operational results. Three
online and three offline performance briefings were organized during the year
for in-depth exchanges with investors. A total of 93 investor communication
sessions were held, engaging 1,151 investor participants. Thirdly, a long-term
mechanism has been established to protect minority shareholders' rights by
creating a "six-in-one" communication matrix: real-time responses via IR
email, immediate replies through dedicated investor hotlines, professional
answers to official website inquiries, precise engagement via SSE
E-Interaction platform, in-depth discussions during the general meetings of
shareholders, and timely disclosure of investor relations exchange records.
This comprehensive approach builds an omni-channel, professional, and highly
efficient investor service network.
Part II Work Plan of the Board of Directors in 2025
The year 2025 marks the concluding year of the Company's 14th Five-Year Plan
and the preparatory phase for the 15th Five-Year Plan. Uniting with a shared
purpose and overcome challenges with determination, the Board of Directors
will resolutely shoulder its responsibility for energy supply security,
comprehensively enhance value creation capabilities, vigorously pioneer new
prospects for high-quality development, and steadfastly advance the
implementation of our strategic objectives.
The main work plan is as follows:
I. Uniting Efforts for Development and Focusing on Enhancing Core Functions
The Board of Directors will stay closely aligned with industry trends and
firmly maintain the initiatives in driving development. The energy industry
will continue to accelerate, with the domestic power industry landscape
rapidly evolving. China's electricity demand will continue its steady growth,
making a secure and reliable power supply a core mission for state-owned power
enterprises. The accelerated development of a new-type power system is
spawning innovative business models, while green transformation has expanded
competition into multiple emerging sectors. With electric power market reforms
advancing comprehensively, market dynamics are undergoing continuous
transformation. Facing industrial restructuring and upgrading, power
enterprises must proactively adapt and continuously forge core
competitiveness.
The Board of Directors will anchor developmental goals and enhance market
competitiveness across multiple dimensions. In the final year of deepening and
upgrading state-owned enterprise reforms, the Board of Directors will focus on
"stabilizing growth, advancing reforms, managing risks, and pursuing
development", continue leveraging its core functions, enhance value creation
capabilities, accelerate green and low-carbon transformation, better adapt to
market trends, and ensure thorough reform implementation.
II. Advancing Green Development and Building Synergistic Diversification
The Board of Directors will be deeply committed to its main responsibilities
and business, tackle the 14th Five-Year Plan goals and tasks, and strengthen
its confidence in developing in a cleaner and more efficient direction.
The Board of Directors will continue to promote the construction of the
hydropower-wind-solar integration base project in the Yalong River Basin, and
make every effort to promote new breakthroughs in the preliminary work of
Cascade II Yagen Hydropower Station and Lenggu Hydropower Station. Focusing on
the hydropower-wind-solar integration base project in the Yalong River Basin,
it will scientifically and orderly promote pumped storage projects based on
actively locking in new energy sources within the basin.
The Board of Directors will make full use of the existing advantages of
thermal power to seek better development, and focus on the construction of
existing projects and actively strive for high-quality resources in the
developed eastern coastal areas. It will strive for new energy resources with
the "thermal power and new energy" joint venture model, realize the
complementary advantages of power source varieties, and promote the
sustainable development of thermal power projects.
The Board of Directors is committed to the high-quality development of new
energy, and will conduct an objective analysis of regional power supply-demand
dynamics. Leveraging inter-provincial transmission advantages and its own
competitive strengths, it will optimize development strategies to foster
coordinated growth of diversified power sources across regions. While ensuring
compliance, construction safety, and investment viability, the Board of
Directors will accelerate the timeline for new energy projects, from launch to
operation to profitability.
III. Ensuring Energy Security and Resolutely Mitigating Major Risks
The Board of Directors has a profound understanding of its mission and
responsibilities in ensuring work safety, reliable energy supply and risk
prevention, and will consistently uphold the National Energy Security Strategy
with even higher standards.
The Board of Directors will strengthen work safety supervision, firmly uphold
the principle of safety in development and continuously improve its HSE
Management System, and focus on key areas such as strengthening safety
governance for construction projects and new grid-connected entities. Through
enhanced supervision, inspection, and closed-loop issue resolution, it will
comprehensively elevate corporate standards in safety, health, and
environmental stewardship, ensuring stable and secure work safety.
The Board of Directors will strengthen its energy supply assurance
capabilities. By solidly advancing basin-wide dispatching, fuel supply
management, and equipment maintenance, it will enhance supply reliability for
key regions, critical periods, and vulnerable segments to ensure stable power
provision.
The Board of Directors will reinforce risk prevention and control in key areas
and strengthen internal control and compliance management to effectively
mitigate overseas, market, and investment-related risks, while maintaining a
firm bottom line against major risk incidents.
IV. Driving Management Innovation and Enhancing Value Creation Capabilities
The Board of Directors will optimize its marketing strategy with integrated
volume-price management. For power generation companies, electricity volume
and tariffs are the lifelines of their operations. Hydropower operators must
secure priority generation quotas to stabilize their income expectations.
Thermal power plants need to establish internal operational synergy
mechanisms, balancing generation volume with tariffs while conducting
cost-benefit analyses to ensure that their rates meet or exceed regional
benchmarks. New energy enterprises will conduct regional market assessments,
strengthen capacity building, and enhance talent reserves to proactively
address market integration challenges.
The Board of Directors will deepen management innovation to enhance
operational efficiency. By implementing scale-driven cost reduction
initiatives, the Board of Directors will promote centralized procurement for
renewable energy projects and establish a unified ERP system to meet the
demands of precision management and data consolidation. Additionally, the
Board of Directors will utilize benchmarking as a key tool to unlock internal
potential, scientifically optimizing coal costs and controllable expenses.
V. Deepening Reform and Enhancement for Multi-dimensional Value Creation
The Board of Directors will advance internal reforms with concrete measures,
deepen the implementation of its specialized operational management framework,
and adopt multi-pronged approaches to enhance governance capabilities. By
streamlining key management elements, optimizing business processes, and
refining institutional systems, the Board of Directors will strengthen overall
competitiveness in the market.
The Board of Directors will improve market-oriented management mechanisms and
continue to enhance innovation in our operations and implement standardized
yet flexible talent management mechanisms. By further refining our performance
assessment system, the Board of Directors will ensure professionalism and
differentiation in setting indicators and formulating rules, aligning
assessment outcomes with actual performance contributions and value creation.
The Board of Directors will enhance the governance quality of the listed
Company. It will progressively establish a market capitalization management
framework, refine the ESG governance system, and build a multi-tiered,
comprehensive value communication mechanism to strengthen market recognition.
In 2024, the work of the Company's Board of Directors proceeded smoothly with
the support of shareholders. Guided by the corporate mission of "From the
Element, For the Development", the Board of Directors actively fulfilled
social responsibilities and steadfastly served national energy security. At
this new developmental stage, the Board of Directors will deepen reforms with
a pioneering spirit and pragmatic actions, striving to become a
globally-trusted Investor & operator in integrated energy while pioneering
new achievements.
The above proposal has been deliberated and approved at the 42nd Meeting of
the Twelfth Board of Directors on April 28, 2025, and is hereby presented to
you for deliberation.
Proposal II
SDIC Power Holdings Co., Ltd.
2024 Work Report of the Supervisory Committee
Dear shareholders and shareholders' representatives,
In 2024, the Supervisory Committee of SDIC Power Holdings Co., Ltd.
(hereinafter referred to as "the Company") satisfactorily fulfilled all its
work with the powers conferred by the Company Law and the Articles of
Association of SDIC Power and safeguarded the legitimate rights and interests
of the Company and all its shareholders. During the reporting period, the
Supervisory Committee effectively supervised corporate governance compliance,
financial operations, internal controls and fund utilization.
I. Meetings of Supervisory Committee in 2024
During the reporting period, the Supervisory Committee of the Company held a
total of seven meetings according to the provisions of the Company Law and the
Articles of Association, taking into account the Company's reality. During the
reporting period, all meetings were convened and chaired by the Chairman of
the Supervisory Committee, with all supervisors attending and duly
deliberating on proposals to fulfill oversight responsibilities. The convening
of meetings of the Supervisory Committee, the exercise of supervisors' rights,
and the resolution contents all comply with relevant provisions of the Company
Law, the Articles of Association, and the Rules of Procedure of the
Supervisory Committee. The information on meetings of the Supervisory
Committee is as follows:
Session Date Topic
The 13th Meeting of the Twelfth Supervisory Committee March 11, 2024 The meeting deliberated and approved the following proposals:
1. Proposal on Deliberation of 2023 Annual Internal Audit Work Report and 2024
Annual Internal Audit Work Plan
2. Proposal on Deliberation of the 2023 Annual Comprehensive Risk Management
Summary Report
The 14th Meeting of the Twelfth Supervisory Committee April 29, 2024 The meeting deliberated and approved the following proposals:
1. 2023 Work Report of the Supervisory Committee
2. Proposal on the 2023 Annual Report
3. Proposal on the 2023 Financial Final Accounts
4. Proposal on the 2023 Profit Distribution Plan
5. Special Report on the 2023 Annual Deposit and Use of Raised Funds
6. Continuous Risk Assessment Report on Rongshi International Treasury
Management Company Limited
7. Continuous Risk Assessment Report on SDIC Finance Co., Ltd.
8. Proposal on Deliberation of the 2023 Annual Internal Control Evaluation
Report
9. Report on the First Quarter of 2024
The 15th Meeting of the Twelfth Supervisory Committee May 29, 2024 The meeting deliberated and approved the following proposals:
Proposal on Amending the Administrative Measures on Internal Control
The 16th Meeting of the Twelfth Supervisory Committee August 27, 2024 The meeting deliberated and approved the following proposals:
1. Continuous Risk Assessment Report on SDIC Finance Co., Ltd.
2. Continuous Risk Assessment Report on Rongshi International Treasury
Management Company Limited
3. Special Report on the Deposit and Actual Use of Raised Funds for the Half
Year of 2024
4. Semiannual Report of 2024 of the Company
The 17th Meeting of the Twelfth Supervisory Committee September 17, 2024 The meeting deliberated and approved the following proposals:
1. Proposal on the Company's Eligibility for the Issuance of A Shares to the
Specific Object - National Council for Social Security Fund
2. Proposal on the Company's Plan for the Issuance of A Shares to the Specific
Object - National Council for Social Security Fund in 2024
3. Proposal on the Company's Tentative Plan for the Issuance of A Shares to
the Specific Object - National Council for Social Security Fund in 2024
4. Proposal on the Demonstration and Analysis Report on the Company's Plan for
the Issuance of A Shares to the Specific Object - National Council for Social
Security Fund in 2024
5. Proposal on the Feasibility Analysis Report on the Use of Funds Raised by
the Company through Issuing A Shares to the Specific Object - National Council
for Social Security Fund in 2024
6. Proposal on the Dilution of Immediate Returns and Remedies Regarding the
Company's Issuance of A Shares to the Specific Object in 2024, and Relevant
Parties' Commitments
7. Proposal on Signing the Conditional Share Subscription Agreement for
Issuance of A Shares to the Specific Object by SDIC Power Holdings Co., Ltd.
8. Proposal on Shareholders' Returns Planning of the Company in the Next Three
Years (2024-2026)
9. Proposal on the Report regarding Use of the Company's Previously-raised
Capital
10. Proposal on Related-party Transactions Involved in the Company's Issuance
of A Shares to the Specific Object - National Council for Social Security Fund
in 2024
11. Proposal on the Company's Introduction of Strategic Investors and
Execution of the Conditional Strategic Cooperation Agreement with the National
Council for Social Security Fund
The 18th Meeting of the Twelfth Supervisory Committee October 30, 2024 The meeting deliberated and approved the following proposals:
Report on the Third Quarter of 2024
The 19th Meeting of the Twelfth Supervisory Committee November 18, 2024 The meeting deliberated and approved the following proposals:
Proposal on Renewal of Employment of the Accounting Firms
II. Opinions of the Supervisory Committee on Relevant Matters in 2024
(I) Legal operation of the Company
During the reporting period, each supervisor inspected and supervised the
Company's production and operation, financial status, decision-making on
important matters, and other matters related to the interests of minority
shareholders with a rigorous and prudent working attitude. The Supervisory
Committee attended the meetings of the Board of Directors as a non-voting
member and reviewed all the proposals of the Board of Directors. The
Supervisory Committee believes that the decision-making procedures of the
Board of Directors of the Company are legal, and finds no director or
managerial force performs any acts that may harm the interests of shareholders
of the Company while performing their duties, nor any other behavior that
violates laws and regulations.
(II) Inspection of the Company's financial status
During the reporting period, the Supervisory Committee kept abreast of the
Company's operation and financial situation and reviewed documents submitted
by the Board of Directors, including quarterly, semi-annual, and annual
financial reports. The Supervisory Committee believes that these financial
reports objectively and truly reflect the financial status and operating
results of the Company, and are free of false records, misleading statements
or major omissions. BDO China Shu Lun Pan CPAs (Special General Partnership)
has issued unqualified standard audit reports on the Company's 2023 annual
financial report, which is objective and fair.
(III) Related-party transactions of the Company
During the reporting period, the Supervisory Committee continuously supervised
the related-party transactions of the Company and believed that: the
deliberation procedures for the Company's related-party transactions were
legal and effective, the principle of pricing was fair, the related-party
transactions met the needs of the Company's operation and development, and
there was no damage to the interests of the Company and its shareholders,
especially minority shareholders.
(IV) Use and management of raised funds
During the reporting period, the Supervisory Committee continuously ensured
that the use and management process of raised funds were in compliance with
laws and regulations, reviewed the annual and semiannual special reports on
the storage and use of raised funds, checked the relevant progress of projects
invested with raised funds, and found no damage to the rights and interests of
the Company and minority shareholders.
(V) Establishment and implementation of internal control systems
During the reporting period, the Supervisory Committee reviewed the annual
internal control evaluation report, understood the construction and operation
of the internal control system, and gave full play to its supervision and
guidance role. The Supervisory Committee believes that the internal control
self-assessment report of the Company can truly and objectively reflect the
overall situation of the Company in the aspects of internal control; the
existing internal control system of the Company has made clear system
regulations on major businesses, processes and significant issues, and has
played a good role in risk prevention and control in the operation and
management.
(VI) Reasonableness of prices in asset acquisition and disposal transactions
During the reporting period, the prices of the Company's asset acquisition and
disposal transactions were reasonable, with no insider trading detected and no
actions that harmed shareholders' interests or caused asset loss to the
Company.
(VII) Establishment and implementation of the management system for insiders
of insider information by the Company
During the reporting period, the Company established an insider information
management system in accordance with relevant laws and regulations and
conducted registration and filing of insiders. No cases were found where
insiders traded company shares using insider information, or where directors,
supervisors, or senior executives violated regulations in trading company
shares.
III. Outlooks
In 2025, the Supervisory Committee will continue to play its supervisory
function, be diligent, responsible, timely, and efficient, maintain close
communication with the management, ensure that the Board of Directors and the
management of the Company carry out their work in strict accordance with the
relevant provisions of the Company Law and the Articles of Association,
implement the resolutions of the General Meeting of Shareholders, and
safeguard the legitimate rights and interests of all shareholders.
The above proposal has been deliberated and approved at the 20th Meeting of
the Twelfth Supervisory Committee on April 28, 2025, and is hereby presented
to you for deliberation.
Proposal III
SDIC Power Holdings Co., Ltd.
Proposal on Deliberation of the 2024 Financial Final Accounts Report
Dear shareholders and shareholders' representatives,
Based on the audit by BDO China Shu Lun Pan CPAs (Special General
Partnership), SDIC Power Holdings Co., Ltd. (hereinafter referred to as "the
Company") achieved operating revenue of RMB 57.819 billion, total profit of
RMB 15.706 billion, and net profit owner's equity attributable to the parent
company of RMB 6.643 billion in 2024. As of December 31, 2024, the Company's
total consolidated assets amounted to RMB 296.537 billion, total liabilities
were RMB 187.463 billion, and total equity owner's equity attributable to the
parent company reached RMB 61.987 billion, with an asset-liability ratio of
63.22%.
I. Key Financial Indicators
Unit: RMB 10,000 Currency: RMB
Item 2024 2023 YoY change
Operating revenue 5,781,927.93 5,671,186.25 1.95%
Net profits attributed to shareholders of listed company 664,303.33 670,493.70 -0.92%
Net profits attributed to shareholders of the listed company net of 648,995.86 659,122.27 -1.54%
non-recurring profit or loss
Net cash flow from operating activities 2,465,712.89 2,126,812.26 15.93%
Net assets attributed to shareholders of listed company 6,198,677.79 5,906,652.90 4.94%
Total assets 29,653,668.58 27,736,302.11 6.91%
Basic earnings per share (RMB/share) 0.8669 0.8754 -0.97%
Diluted earnings per share (RMB/share) 0.8669 0.8754 -0.97%
Basic earnings per share after deducting non-recurring profit or loss 0.8464 0.8599 -1.57%
(RMB/share)
Return on weighted average equity (%) 11.80% 12.78% Decrease by 0.98
percentage point
Weighted average ROE after deducting non-recurring profit or loss 11.52% 12.55% Decrease by 1.03%
percentage point
The Company consistently strengthened work safety management and enhanced
coordination with grid dispatchers, resulting in year-on-year growth in
on-grid energy. Thermal power enterprises capitalized on favorable coal price
declines by optimizing coal procurement management, leading to reduced coal
costs year-on-year. The specific analysis of main operating revenues and
operating costs is as follows:
(I) The Company achieved a main business revenue of RMB 57.529 billion, a
year-on-year increase of RMB 1.217 billion or 2.16%.
1. The main business revenue of hydropower was RMB 26.624 billion, a
year-on-year increase of RMB 1.049 billion. This was primarily due to
leveraging abundant water resources and strengthening grid dispatch
coordination, resulting in increased on-grid energy year-on-year.
2. The main business revenue of thermal power was RMB 21.775 billion, a
year-on-year decrease of RMB 1.099 billion. The decrease was mainly
attributable to reduced thermal power generation and year-on-year declines in
medium-to-long-term transaction tariffs across provinces, leading to lower
composite tariffs.
3. The main business revenue of wind power was RMB 2.729 billion, a
year-on-year decrease of RMB 149 million. The primary reasons are: First, as
electric power market reforms advance, wind power's comprehensive tariff has
dropped year by year. Second, this year's wind resources in Xinjiang,
Gansu-Qinghai-Ningxia, and Yunnan regions are poorer than usual, Inner
Mongolia's power rationing rate has risen, and the existing wind power
projects' on-grid energy has decreased year-on-year.
4. The main business revenue of solar power generation was RMB 2.119 billion,
a year-on-year increase of RMB 443 million. There are two main reasons: first,
full-year contribution from projects commissioned in the previous year,
including the Kela Solar Power Station and Naomao Lake South Solar Power
Station; second, newly operational projects in 2024 such as Pulichong, Maolan,
and Aksay projects, expanded installed capacity and boosted power generation.
5. The main operating revenue of other businesses was RMB 4.282 billion, a
year-on-year increase of RMB 973 million. The main reason is that the
construction progress of the Indonesia Hydropower Project had a year-on-year
growth this year, and the Agricultural Reclamation Phase II of Newsky
(Thailand) and the ON Nut Waste-to-energy Generation Projects started
construction this year, with a year-on-year increase in construction service
income.
(II) The Company achieved a main business revenue of RMB 35.949 billion, a
year-on-year decrease of RMB 62 million by 0.17%.
1. The main operating cost of hydropower was RMB 10.229 billion, a
year-on-year increase of RMB 39 million, primarily due to the year-on-year
increase in maintenance and repair costs for the reservoir areas of Jinping I
Hydropower Station and Lianghekou Hydropower Station on the Yalong River this
year.
2. The main operating cost of thermal power was RMB 18.804 billion, a
year-on-year decrease of RMB 1.603 billion. This was due to as enterprises
strictly controlled fuel expenditures, prioritized long-term coal contracts,
and benefited from lower coal prices.
3. The main operating cost of the wind power was RMB 1.382 billion, a
year-on-year increase of RMB 154 million. This is mainly due to the increased
installed capacity and depreciation expenses of the Labashan Wind Power
Project, newly put into operation in September 2023, as well as Zhenzhutang,
Dongyong and other projects newly put into operation this year.
4. The main operating cost of solar power generation was RMB 1.232 billion, a
year-on-year increase of RMB 474 million. This is mainly due to the increase
in installed capacity and depreciation expenses of the Kela Photovoltaic
Project, newly put into operation in June 2023, as well as Guidingbaoshan,
Aksay, Pulichong, Xizang Tanglu and other projects newly put into operation
this year.
5. The main business cost of other businesses was RMB 4.302 billion, a
year-on-year increase of RMB 875 million. The main reason is that the
construction progress of the Indonesia Hydropower Project had a year-on-year
growth this year, and the Agricultural Reclamation Phase II of Newsky
(Thailand) and the ON Nut Waste-to-energy Generation Projects started
construction this year, with a year-on-year increase in construction service
cost.
II. Profit Realization of the Important Holding Investment Enterprise
Unit: 10,000 yuan Currency: RMB
No. Company name Shareholding ratio (%) 2024 net profit
1 Yalong Hydro 52.00 826,662.34
2 SDIC Beijiang 64.00 15.42
3 SDIC Genting Meizhouwan 51.00 51,265.43
4 SDIC New Energy Investment 64.89 55,720.98
5 SDIC Qinzhou 61.00 68,896.39
6 Huaxia Power 56.00 30,307.20
7 SDIC Dachaoshan 50.00 66,416.36
As for the large fluctuations in the operating performance of major investment
companies, the analysis is as follows:
Unit: 10,000 yuan Currency: RMB
No. Company Net profit Increase or decrease Year-on-year Reasons for major changes
name amount Increase or decrease
2024 2023
1 Yalong 826,662.34 865,795.90 -39,133.56 -4.52% The tax paid this year increased year-on-year, and the net profit decreased.
Hydro
2 SDIC 15.42 1,049.47 -1,034.05 -98.53% Firstly, the power generation declined year-on-year due to the dual pressures
of concentrated commissioning of thermal power units and new energy projects
Beijiang in the region. Secondly, the revenue from carbon emission trading decreased
year-on-year this year, resulting in a year-on-year decline in profit.
3 SDIC 51,265.43 25,175.73 26,089.70 103.63% Firstly, the coal price declined this year and the Company's production cost
decreased;
Genting Meizhouwan
Secondly, there was a year-on-year increase in power generation and operating
revenue this year.
4 SDIC New Energy Investment 55,720.98 73,786.52 -18,065.54 -24.48% Firstly, the power generation decreased year-on-year this year due to an
increase in curtailed electricity of new energy companies in the Northwest
region.
Secondly, the average tariffs for wind power and solar power generation
decreased year-on-year this year, resulting in a reduction in operating
profit.
5 SDIC 68,896.39 94,947.57 -26,051.18 -27.44% This year, the abundant water inflow in the Guangxi region compressed the
power generation space for thermal power, resulting in a year-on-year decrease
Qinzhou in power generation.
6 Huaxia 30,307.20 13,584.66 16,722.54 123.10% Firstly, the coal price declined this year and the Company's production cost
decreased;
Power
Secondly, there was a year-on-year increase in power generation and operating
revenue this year.
7 SDIC 66,416.36 58,868.94 7,547.42 12.82% The Lancang River Basin experienced abundant water inflow this year, resulting
in an increase in power generation compared to the same period of the previous
Dachaoshan year.
III. Investment Completion Status at Company Headquarters
In 2024, the Company's headquarters completed investments totaling RMB 3.539
billion, detailed as follows:
Unit: 10,000 yuan Currency: RMB
No. Name of the invested company Investment amount in 2024
1 Yalong River Hydropower Development Co., Ltd. 140,400.00
2 Xiamen Xinyuan Energy Environmental Technology Co., Ltd. 15,223.98
3 SDIC New Energy Investment Co., Ltd. 37,404.91
4 SDIC Qinzhou Second Power Co., Ltd. 27,900.00
5 SDIC Xinjiang New Energy Co., Ltd. 19,474.00
6 Quanzhou Yuansheng New Energy Co., Ltd. 12,500.00
7 SDIC Jineng (Zhoushan) Gas Power Co., Ltd. 12,495.00
8 Ceheng Huifeng New Energy Co., Ltd. 12,000.00
9 Shangyi County Ruida New Energy Co., Ltd. 9,795.00
10 SDIC Huanneng Electric Power Co., Ltd. 9,300.00
11 Tianjin Baodi Huifeng New Energy Co., Ltd. 6,630.00
12 Zhangjiakou Kaitou New Energy Co., Ltd. 6,000.00
13 SDIC Genting Meizhouwan (Putian) Electric Power Co., Ltd. 4,621.00
14 Yangquan Guoli New Energy Co., Ltd. 4,405.00
15 Zhangjiakou Fufeng New Energy Co., Ltd. 4,000.00
16 Yunjiang County Qianrun New Energy Co., Ltd. 3,670.00
17 SDIC Shaanxi New Energy Co., Ltd. 3,600.00
18 SDIC Genting Meizhouwan (Putian) New Energy Co., Ltd. 3,050.00
19 Shilin County Qianrun New Energy Co., Ltd. 3,000.00
20 Pingtang Leyang New Energy Co., Ltd. 2,800.00
21 Huaning Qianrun New Energy Co., Ltd. 2,550.00
22 SDIC (Fujian) New Energy Co., Ltd. 2,400.00
23 Fuzhou Changle Guomin New Energy Co., Ltd. 2,040.00
24 SDIC (Shandong) New Energy Co., Ltd. 2,000.00
25 SDIC (Guangdong) New Energy Co., Ltd. 2,000.00
26 Guiding Guoneng New Energy Co., Ltd. 1,850.00
27 SDIC (Hainan) New Energy Co., Ltd. 1,076.00
28 SDIC (Hunan Anren) Pumped Storage Co., Ltd. 800.00
29 Beijing Power Exchange Center Co., Ltd. 377.28
30 Pubei Yuanli New Energy Co., Ltd. 280.00
31 Kunming Dongchuan Qianrun New Energy Co., Ltd. 273.00
Total 353,915.17
IV. Assets Impairment
In 2024, the Company recognized impairment losses totaling RMB 420,082,000
within the consolidated scope. Among them: the asset impairment loss of RMB
238,411,200, and the impairment loss on credit was RMB 181,670,800. The main
provision for impairment is as follows:
Unit: 10,000 yuan Currency: RMB
Impairment item Description Amount
Asset impairment loss Equity impairment of Jaderock Investment in the Banten project 15,193.25
Asset impairment loss Inventory write-down provisions for Yalong River projects 5,845.88
Credit impairment loss Expected credit loss on accounts receivable 17,460.90
V. External Guarantee Status
As of the end of 2024, the Company's actual guaranteed amount stood at RMB
5,140,856,800, with new guarantees added during the year totaling RMB
2,083,351,800. Details are as follows:
Unit: 10,000 yuan Currency: RMB
No. Guarantor Guaranteed party Guarantee Actual Additional guaranteed amount in the year
method guaranteed amount
1 SDIC Power Holdings Co., Ltd. PT North Sumatera Hydro Energy Guarantee 411,392.13 166,770.88
2 SDIC Power Holdings Co., Ltd. Inch Cape Offshore Limited Guarantee 33,830.72 38,991.98
3 SDIC Power Holdings Co., Ltd. Benbrack Wind Farm Limited Guarantee 5,889.86 2,572.32
4 Red Rock Renewables Limited Benbrack Wind Farm Limited Guarantee 145.14
5 Afton Wind Farm (Holdings) Limited、Afton Wind Farm (BMO) Limited Afton Wind Farm Limited Pledge 48,430.56
6 Xiamen Xinyuan Energy Environmental Technology Co., Ltd. Newsky Energy (Bangkok) Company Limited Guarantee 6,123.69
7 Xiamen Xinyuan Energy Environmental Technology Co., Ltd. C&G Environmental Protection (Thailand) Company Limited Guarantee 8,273.58
Total 514,085.68 208,335.18
VI. Cash Flow
Unit: 10,000 yuan Currency: RMB
Item 2024 2023 YoY change Reasons for major changes
I. Cash flows from operating activities
1. Cash inflows from operating activities 6,130,032.68 5,832,412.17 5.10% Primarily due to increased power generation year-over-year, leading to higher
electricity sales revenue and corresponding growth in cash received from goods
sold and services rendered.
2. Cash outflows from operating activities 3,664,319.79 3,705,599.91 -1.11% Mainly attributable to decreased power generation at thermal power plants,
resulting in reduced coal procurement and the corresponding decrease in cash
paid for goods and services.
3. Net cash flow from operating activities 2,465,712.89 2,126,812.26 15.93%
II. Cash flows from investing activities
1. Cash inflows from investing activities 200,697.02 51,033.40 293.27% Firstly, the Company disposed of its equity in Jiangsu Ligang, Jiangyin
Ligang, and Aksay Boying this year, resulting in the recovery of equity
investments. Secondly, the Company recovered performance bonds for projects
such as the Kela Solar Power Station Phase I and the Zhalashan Solar Power
Project this year.
2. Cash outflows from investing activities 2,465,711.18 2,116,659.02 16.49% Primarily due to cash payments for the construction and commencement of new
projects this year, as well as for the acquisition of fixed assets, intangible
assets, and other long-term assets, have increased compared to the same period
last year.
3. Net cash flow from investing activities -2,265,014.16 -2,065,625.62 9.65%
III. Cash flows from financing activities
1. Cash inflows from financing activities 6,104,795.86 4,552,476.69 34.10% Firstly, the current year has witnessed an increase in loans to investment
enterprises and loan substitutions as compared to the previous year; secondly,
the Company has issued perpetual bonds in the current year.
2. Cash outflows from financing activities 6,420,010.08 4,646,387.87 38.17% Firstly, the current year has witnessed an increase in repayment loans to
investment enterprises and loan substitutions as compared to the previous
year; secondly, the Company has repaid perpetual bonds in the current year.
3. Net cash flow from financing activities -315,214.22 -93,911.18 235.65%
IV. Net increase in cash and cash equivalents -116,719.01 -28,955.81 303.09%
The above proposal has been deliberated and approved at the 42nd Meeting of
the 12th Board of Directors and the 20th Meeting of the Twelfth Supervisory
Committee on April 28, 2025, and is hereby presented to you for deliberation.
Proposal IV
SDIC Power Holdings Co., Ltd.
Proposal on 2024 Profit Distribution Plan
Dear shareholders and shareholders' representatives,
As audited by the BDO China Shu Lun Pan CPAs (Special General Partnership),
SDIC Power Holdings Co., Ltd. (hereinafter "the Company") recorded net profit
attributable to parent company shareholders of RMB 6,643,033,266.19 in its
2024 consolidated financial statements. The Company proposes the following
profit distribution plan for 2024, following the Articles of Association and
the Shareholders' Returns Planning for the Next Three Years (2024-2026):
I. Profit Distribution Plan
(1) Specifics of the profit distribution plan
According to the audit by BDO China Shu Lun Pan CPAs (Special General
Partnership), as of December 31, 2024, the Company's consolidated financial
statements showed undistributed profits of RMB 33,272,652,077.58, and that of
the parent company was RMB 17,870,554,175.64. In accordance with the
Accounting Standards for Business Enterprises - Merger and the distributable
profits of the parent company, the distributable profits of the Company in
2024 are as follows:
Merger Parent company
Undistributed profits at the end of 2024 33,272,652,077.58 17,870,554,175.64
Including: net profit attributable to the parent company in 2024 6,643,033,266.19 4,524,341,635.26
Distributable opening profits carried forward 30,951,017,846.73 17,667,611,575.72
2023 dividend distribution 3,688,328,159.52 3,688,328,159.52
Appropriation of surplus reserve 452,434,163.53 452,434,163.53
Others 180,636,712.29 180,636,712.29
The Company proposes to distribute profits based on the total share capital
registered on the equity allocation record date for 2024. The profit
distribution plan is as follows:
The Company plans to distribute a cash dividend of RMB 0.4565 per share (tax
inclusive) to all shareholders. As of March 31, 2025, the Company's total
share capital was 8,004,494,262 shares. Based on this calculation, the total
proposed cash dividend distribution amounts to RMB 3,654,051,630.60 (tax
inclusive), representing approximately 55% of the Company's 2024 net profit
attributable to owners of the parent company.
In case of any share capital changes before the implementation of equity
allocation, the total cash distribution amount shall remain unchanged, with
the distribution ratio adjusted according to the total share capital
registered on the equity allocation record date. Any specific adjustments will
be separately announced.
(II) This profit distribution plan does not trigger other risk warning
scenarios
Item Year 2024 Year 2023 Year 2022
Total cash dividends (RMB) 3,654,051,630.60 3,688,328,163.56 2,049,899,444.18
Total repurchase cancellation amount (RMB) 0 0 0
Net profits attributed to shareholders of listed company (RMB) 6,643,033,266.19 6,704,936,953.85 4,079,375,650.03
Undistributed profit in the parent company's financial statements at the end 17,870,554,175.64
of this year (RMB)
Accumulated cash dividends in the last three fiscal years (RMB) 9,392,279,238.34
Accumulated repurchase cancellation amount in the last three fiscal years 0
(RMB)
Average net profit over the last three fiscal years (RMB) 5,809,115,290.02
Total cash dividends and repurchase cancellation amount over the last three 9,392,279,238.34
fiscal years (RMB)
Whether the accumulated cash dividends and repurchase cancellation amount over No
the last three fiscal years is below RMB 50 million
Cash dividend ratio (accumulated cash dividends over the last three fiscal 161.68%
years/average net profit over the last three fiscal years)
Whether the cash dividend ratio is below 30% No
Whether it triggers the circumstances specified in Article 9.8.1(8) of the No
Stock Listing Rules that may lead to the implementation of other risk warnings
II. Relevant Risk Disclosures
This profit distribution plan considers shareholder interests, the Company's
development stage, and future capital needs, and will not materially impact
the Company's operating cash flow or normal business operations and long-term
development.
The above proposal has been deliberated and approved at the 42nd Meeting of
the 12th Board of Directors and the 20th Meeting of the Twelfth Supervisory
Committee on April 28, 2025, and is hereby presented to you for deliberation.
Proposal V
SDIC Power Holdings Co., Ltd.
Proposal on Deliberation of the 2025 Operation Plan
Dear shareholders and shareholders' representatives,
The year 2025 marks the concluding year of the Company's 14th Five-Year Plan
and the preparatory phase for the 15th Five-Year Plan. In 2025, China's
economy is expected to continue its recovery trend, supported by the
reinforcement and effectiveness improvement of China's macro policies,
accelerated cultivation of new growth drivers, accelerated release of reform
dividends, accelerated manifestation of the benefits of opening up, and a
faster replenishment of the output gap. This will underpin the robust growth
of China's economy, with an estimated GDP growth rate of about 5%. Regarding
the electric power market, according to the forecast of the China Electricity
Council, total electricity consumption across society in 2025 is expected to
reach 10.4 trillion kWh, an increase of about 6% over 2024. Meanwhile, China's
newly installed capacity of power generation in 2025 is expected to exceed 450
million kW, including over 300 million kW from new energy sources. Regarding
the coal market, taking into account the trends of the coal market in 2024 and
changes in coal demand, it is estimated that the coal supply and demand in
2025 may be slightly relaxed, with the market supply and demand remaining
broadly balanced. Overall, energy demand is expected to grow steadily, and
coal supply and demand will remain balanced. However, due to factors such as
resource conditions, regional differences, hydropower and new energy
development, and climate change, structural and seasonal tensions in coal
supply will persist. As such, continued attention will be paid to factors such
as the trends of international imported coal, domestic raw coal production,
and port inventories.
Facing challenges including declining electric power market transaction
prices, sustained pressure on generation capacity, and full market integration
of new energy on-grid energy, the Company will thoroughly implement the Board
of Directors' work plans, strengthen forward-looking analysis, focus on core
businesses, benchmark for potential improvements, enhance quality and
efficiency, continuously improve value creation capabilities, reinforce risk
prevention, strengthen core functions, elevate core competitiveness, and
steadily advance high-quality development to deliver greater investment
returns to shareholders.
The main business plans for 2025 are as follows:
I. Power Generation Plan
In 2025, it is estimated that SDIC Power will complete 178.1 billion kWh of
power generation within the scope of consolidation. Among them, the power
generation capacity of various power sources of the Company is listed below:
Unit: 100 million kWh
Item Power generation budget
Consolidation 1,781
Thermal power 529
Hydro 1,075
Wind power 89
Solar power 88
II. Headquarters' Cost Plan
In 2025, the planned annual expenditure of SDIC Power Headquarters is RMB 600
million, including: taxes and surcharges of RMB 2 million, administration
expenses of RMB 310 million, and financial expenses of RMB 280 million.
III. Annual Investment Expenditure Plan
In 2025, SDIC Power's annual budget for equity investment is RMB 4.56 billion,
with capital construction investment budgeted at RMB 30.7 billion, primarily
allocated to hydropower and new energy project development.
IV. Annual Financing Plan
In 2025, SDIC Power plans to raise RMB 13 billion in domestic debt financing
through corporate bonds, medium-term notes, perpetual bonds, or loans from
State Development & Investment Corp., Ltd., SDIC Finance Co., Ltd., and
other financial institutions to meet funding requirements.
SDIC Power and its overseas wholly-owned subsidiaries plan to raise a total
amount of RMB 15.73 billion in foreign debts equivalent, which is planned to
be raised through loans from Rongshi International Holding Co., Ltd., its
subsidiaries, and financial institutions.
In order to ensure the smooth business development of the Company, the SDIC
Power Headquarters intends to apply for a total credit line of no more than
RMB 35 billion from financial institutions, including but not limited to
loans, letters of guarantee, letters of credit, and other comprehensive credit
business.
The above proposal has been deliberated and approved at the 42nd Meeting of
the Twelfth Board of Directors on April 28, 2025, and is hereby presented to
you for deliberation.
Proposal VI
SDIC Power Holdings Co., Ltd.
Proposal on Signing a Financial Service Agreement and Related-Party
Transactions 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 operational and development needs.
I. Overview of Related-Party Transactions
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 services, settlement services, and other
services that SDIC Finance may engage in as approved by CBIRC. During the
validity period of the Agreement, the Company's maximum daily deposit balance
in SDIC Finance shall not exceed RMB 18 billion, and the maximum daily loan
limit shall not exceed RMB 20 billion. This Agreement shall remain in force
for 3 years.
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 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 transactions of the Company.
(II) Basic information about related parties
Company name: SDIC Finance Co., Ltd.
Type of company: Other limited liability company
Legal representative: Cui Hongqin
Registered capital: RMB 5,000,000,000
Date of establishment: February 11, 2009
Domicile:18/F, No. 2, Fuchengmen Beidajie Street, Xicheng District, Beijing
Business scope: (1) Absorbing deposits from its member entities; (2) Handling
loans for its member entities; (3) Handling the discounting of bills for its
member entities; (4) Handling the fund settlement, payment and receipt for its
member entities; (5) Providing its member entities with entrusted loans, bond
underwriting, non-financing guarantee, financial consulting, credit
certification and consulting agency services; (6) Conducting inter-bank
borrowing and lending; (7) Handling the acceptance of bills for its member
entities; (8) Handling the buyer's credit and consumer credit for products of
member entities; (9) Engaging in investment in fixed-income negotiable
securities.
As of December 31, 2024, SDIC Finance's audited key financial data: Total
assets RMB 41.628 billion, net assets RMB 7.943 billion, net profit RMB 516
million.
III. Main Contents of Related-party Transactions
(I) Agreement signatories
Party A: SDIC Finance Co., Ltd.
Party B: SDIC Power Holdings Co., Ltd.
(II) Service contents
1. Deposit services;
2. Loan services;
3. Settlement services;
4.Other business activities approved by the National Financial Regulatory
Administration for Party A.
(III) Service fees
1. For deposits and loans:
(1) Interest rates for Party A's absorption of Party B's deposits shall comply
with the following principles:
i. 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.
ii. During the validity period of the agreement, if adjustments to interest
rate-related laws, regulations, or policies, or changes to the PBOC's
benchmark deposit rates or self-regulatory agreements result in deposit rates
exceeding the upper limit permitted by regulators or self-regulatory
mechanisms (hereinafter "permissible upper limit"), Party A shall promptly
notify Party B of such adjustments prior to conducting deposit business.
iii. Party B reserves the right to terminate deposit services with Party A in
advance by providing written notice. Should Party B elect to continue deposit
services with Party A, newly executed deposit transactions shall adopt rates
not exceeding the latest permissible upper limit effective from the adjustment
date.
iv. For demand deposits or agreement deposits, interest shall be calculated in
segments according to rate adjustments, applying rates not exceeding the
latest permissible upper limit from the effective date of adjustment.
(2) The interest rate at which Party A makes 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 charged temporarily 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 18 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 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 transactions.
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 years from the effective
date.
IV. Purpose of Related-Party Transactions and Their 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
transactions 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 2024, the Company and its controlled subsidiaries
maintained average daily deposit balances of RMB 10.007 billion and average
daily loan balances of RMB 9.909 billion with SDIC Finance. By the end of
2024, the Company and its controlled subsidiaries had a deposit balance of RMB
9.014 billion and a loan balance of RMB 11.535 billion in SDIC Finance.
As of May 28, 2025, the Company and its controlled subsidiaries had a daily
deposit balance of RMB 9.742 billion and a daily loan balance of about RMB
9.863 billion in SDIC Finance.
According to the Rules Governing the Listing of Stocks on Shanghai Stock
Exchange and the Guidelines No. 5 of the Shanghai Stock Exchange for
Self-regulation of Listed Companies - Transaction and Related-party
Transaction, the signing of the Financial Service Agreement between the
Company and SDIC Finance constitutes a related-party transaction, and the
related shareholders shall withdraw themselves from voting.
The above proposal has been deliberated and approved at the 43rd meeting of
the Twelfth Board of Directors and the 21th Meeting of the Twelfth Supervisory
Committee on May 28, 2025, and is hereby presented to you for deliberation.
Proposal VII
SDIC Power Holdings Co., Ltd.
Proposal on Election of Directors of the Company
Dear shareholders and shareholders' representatives,
After the former director Zhang Lei resigned from his position as a director
of the Company, Mr. Liu Guojun was recommended as the candidate for the new
director in accordance with the Company Law and the Articles of Association
and based on the nomination by State Development & Investment Corp., Ltd.,
the controlling shareholder of the Company. The term of office shall be from
the date when the resolution of the General Meeting of Shareholders is passed
to the expiration of the twelfth Board of Directors. Please refer to the annex
for the resume of Mr. Liu Guojun.
Up to this day, Mr. Liu Guojun does not hold any shares of the Company, and
has no affiliation with the Company's other directors, supervisors, senior
executives and shareholders holding more than 5% of the shares (except the
Company's controlling shareholder), nor does he fall under the circumstances
stipulated in Article 3.2.2 of the Guidelines No. 1 of the Shanghai Stock
Exchange for Self-regulation of Listed Companies - Standardized Operation that
prohibits him from serving as a director of a listed company.
The above proposal has been deliberated and approved at the 43rd meeting of
the Twelfth Board of Directors on May 28, 2025, and is hereby presented to you
for deliberation.
Annex
Resume of Mr. Liu Guojun
Liu Guojun, male, Manchu ethnic group, was born in December 1966. He holds a
university degree, and has obtained an Executive Master of Business
Administration (EMBA). He currently serves as the Assistant General Manager
and Director of the Strategic Development Department (Office of Reform Work,
Secretariat of the State Investment Commission) of State Development &
Investment Corp., Ltd.
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