REG - SDIC Power Holdings - Notice of the 2024 first EGM
28/12/2023 16:00
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RNS Number : 0649Y SDIC Power Holdings Co., LTD 28 December 2023
SDIC Power Holdings CO., LTD.
(GDR under the symbol: "SDIC")
NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2024 First Extraordinary General Meeting of
SDIC Power Holdings CO., LTD. will be held at Room 207, No.147 Xizhimen
Nanxiao Street, Xicheng District, Beijing, the PRC, on Tuesday 23 January 2024
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 2024 Estimated Daily Related-Party
Transactions
The Board of Directors of SDIC Power Holdings CO., LTD.
December 28, 2023
The resolutions hereunder contain the English translation of the Chinese
version of "Meeting materials for the 2024 First Extraordinary General
Meeting" as published on the website of the Shanghai Stock Exchange, and are
provided for your reference only. In case of discrepancy between the Chinese
version and the English version, the Chinese version shall prevail.
Proposal I
SDIC Power Holdings Co., Ltd.
Proposal on 2024 Estimated Daily Related-Party Transactions
Dear shareholders and shareholders' representatives,
As required by production and operation, SDIC Power Holdings Co., Ltd.
(hereinafter referred to as the "Company") and its controlled subsidiaries are
expected to have daily related-party transactions with the controlling
shareholder State Development & Investment Corp., Ltd. (hereinafter
referred to as "SDIC") and its controlled subsidiaries in 2024, including
deposit and loan transactions, receiving labor services provided by related
parties and selling goods to related parties, which are described in detail as
follows:
I. Basic Information on Related-Party Transactions
(I) Execution of daily related-party transactions in 2023
Type of related-party transaction Related party Estimated amount in 2023 Actual amount from January to November 2023 (unaudited) Reasons for significant difference between the estimated amount and the actual
amount
Deposit with SDIC Finance, one of the related parties SDIC Finance Co., Ltd. Daily average deposit balance not more than RMB 15 billion Daily average deposit balance of RMB 8.069 billion The estimate was made on the basis of the Company's business development and
fund balancing.
Deposit (foreign currency) with the overseas fund management platform of the Rongshi International Treasury Management Co., Ltd. Daily average deposit balance not more than equivalent USD 100 million Daily average deposit balance of USD 1.628 million The estimate was made on the basis of the Company's overseas business
related party development and fund balancing.
Loan transaction with the related party SDIC and its controlled subsidiaries Not more than RMB 20 billion RMB 13.044 billion The estimate was made on the basis of the Company's business development and
fund balancing.
Loan transaction with the related party (foreign currency) Rongshi International Treasury Management Co., Ltd. New loan not more than equivalent USD 800 million New loan of USD 30 million The estimate was made on the basis of the Company's overseas business
development and fund balancing.
Receiving labor services provided by the related party SDIC Property Management Co., Ltd. Not more than RMB 800 million RMB 5.58 million Not applicable
SDIC Human Resources Service Co., Ltd. RMB 1.9 million Not applicable
SDIC Traffic Holding Co., Ltd. RMB 218.58 million Not applicable
SDIC Intelligence Co., Ltd. RMB 1.98 million Not applicable
Beijing Yahua Real Estate Development Co., Ltd. RMB 10.96 million Not applicable
SDIC Inspection and Testing Certification Co., Ltd. RMB 0.23 million New
SDIC Health Industry Investment Co., Ltd. RMB 1.45 million New
Xiamen Meiya Pico Information Co., Ltd. RMB 0.49 million Not applicable
Shandong Tejian Fangyuan Detection Co., Ltd. RMB 0.11 million New
China Electronics Engineering Design Institute Co., Ltd. RMB 0.36 million New
Selling goods to the related party SDIC Traffic Holding Co., Ltd. Not more than RMB 400 million RMB 15.9632 million Not applicable
(II) Estimated amounts and types of daily related-party transactions in 2024
Type of related-party transaction Related party Estimated amount in 2024 Actual amount from January to November 2023 (unaudited) Reasons for the significant difference between the estimated amount of this
year and the actual amount of the previous year
Deposit with SDIC Finance, one of the related parties SDIC Finance Co., Ltd. Daily maximum deposit balance not more than RMB 15 billion Daily maximum deposit balance of RMB 10.8 billion The estimate was made on the basis of the Company's business development and
fund balancing.
Loan transaction with the related party SDIC and its controlled subsidiaries Daily maximum loan limit not more than RMB 15 billion Daily maximum loan limit of RMB 11.421 billion The estimate was made on the basis of the Company's business development and
fund balancing.
Deposit (foreign currency) with the overseas fund management platform of the Rongshi International Treasury Management Co., Ltd. Daily maximum deposit balance not more than RMB 5 billion Daily maximum deposit balance of RMB 82 million The estimate was made on the basis of the Company's overseas business
related party development and fund balancing.
Loan transaction with the related party (foreign currency) Rongshi International Treasury Management Co., Ltd. Daily maximum loan limit not more than RMB 15 billion Daily maximum loan limit of RMB 7.865 billion The estimate was made on the basis of the Company's overseas business
development and fund balancing.
Receiving labor services provided by the related party (coal storage and SDIC and its controlled subsidiaries Not more than RMB 800 million RMB 240 million SDIC Genting Meizhouwan and SDIC Qinzhou are expected to have some coal
transportation, consultation service, software and hardware procurement, etc.) storage and unloading costs; and some service fees will be incurred with SDIC
Human Resources, SDIC Intelligence and other related parties.
Selling goods to the related party (sales of electricity, coal unloading SDIC and its controlled subsidiaries Not more than RMB 400 million RMB 16 million Coordinated development with related parties; considering the influence of
service, etc.) changes in the electricity market; and estimates related to carbon emissions
permit trading.
On May 30, 2023, the Company and Rongshi International Treasury Management
Co., Ltd. (hereinafter referred to as Rongshi Treasury) signed the Financial
Service Agreement which is valid for three years; and on June 21, 2023, the
Company and SDIC Finance Co., Ltd. (hereinafter referred to as SDIC Finance)
signed the Financial Service Agreement which is valid for three years. In the
year of 2024, the Company will continue to comply with the deposit and loan
limits agreed in the Financial Service Agreements with its related parties,
SDIC Finance and Rongshi Treasury, and it is expected that the daily maximum
deposit balance will be no more than RMB 15 billion, and the daily maximum
loan limit will be no more than RMB 20 billion in SDIC Finance Co., Ltd., and
that the daily maximum deposit balance will be no more than RMB 5 billion, and
the daily maximum loan limit will be no more than RMB 15 billion in Rongshi
International Treasury Management Co., Ltd.
II. Introduction to and Relationship with Related Parties
(I) Introduction to related parties
1. State Development & Investment Corp., Ltd.
Company Name State Development & Investment Corp., Ltd.
Nature Limited liability company (wholly state-owned)
Legal Representative Fu Gangfeng
Date of Establishment April 14, 1995
Registered Capital RMB 33.8 billion
Domicile International Investment Plaza, 6-6 Fuchengmen North Street, Xicheng District,
Beijing
Scope of Business Managing state-owned assets within the scope of authority by the State Council
and conducting related investment businesses; investment and investment
management in such fields as energy, transportation, chemical fertilizer,
high-tech industry, financial service, consulting, guarantee, trade, biomass
energy, pension industry, big data, medical treatment and health, as well as
inspection and testing; asset management; economic information consulting;
technical development and technical services. (The enterprise is allowed to
operate items at its own option and perform related business activities in
accordance with laws; as for items required to be approved in accordance with
laws, business activities shall be performed as approved by relevant
authorities; it is not allowed to be engaged in business activities prohibited
and restricted by the municipal industrial policies.)
Financial Data As of December 31, 2022, the audited total assets and net assets of State
Development & Investment Corp., Ltd. were RMB 795.821 billion and RMB
259.259 billion, respectively, with an asset-liability ratio of 67.42%. It
achieved operating revenue of RMB 195.516 billion and net profit of RMB 19.557
billion in 2022. As of September 30, 2023, the unaudited total assets and net
assets of State Development & Investment Corp., Ltd. were RMB 882.222
billion and RMB 274.958 billion, respectively, with an asset-liability ratio
of 68.83%. It achieved operating revenue of RMB 146.211 billion and net profit
of RMB 19.838 billion for the period.
2. SDIC Finance Co., Ltd.
Company Name SDIC Finance Co., Ltd.
Nature Other limited liability company
Legal Representative Cui Hongqin
Date of Establishment February 11, 2009
Registered Capital RMB 5 billion
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 collections and payments; approved insurance brokerage; providing
guarantee for member companies; addressing entrusted loans and entrusted
investments among member companies; addressing bill acceptance and discounting
for member companies; addressing internal transfer settlements and
corresponding settlement and clearance plan design for member companies;
absorbing deposits of member companies; handling loan and financial leasing
for member companies; engaging in inter-bank borrowing; issuing corporate
bonds of SDIC Finance as approved; underwriting enterprise bonds of member
companies; investing in equities of financial institutions; investing in
securities; buyer's credit for products of member companies. (The enterprise
is allowed to operate items at its own option and perform related business
activities in accordance with laws; as for items required to be approved in
accordance with laws, business activities shall be performed as approved by
relevant authorities; it is not allowed to be engaged in business activities
prohibited and restricted by the municipal industrial policies.)
3. SDIC Property Management Co., Ltd.
Company Name SDIC Property Management Co., Ltd.
Nature Other limited liability company
Legal Representative Yan Xiaojun
Date of Establishment May 16, 2001
Registered Capital RMB 100 million
Domicile International Investment Plaza, 6-6 Fuchengmen North Street, Xicheng District,
Beijing
Scope of Business Property management; renting of office space; public parking services for
motor vehicles; vehicle washing service; catering service; food product sales.
(The enterprise is allowed to operate items at its own option and perform
related business activities in accordance with laws; as for food product
sales, catering service and items required to be approved in accordance with
laws, business activities shall be performed as approved by relevant
authorities; it is not allowed to be engaged in business activities
prohibited and restricted by the municipal industrial policies.)
4. SDIC Human Resources Service Co., Ltd.
Company Name SDIC Human Resources Service Co., Ltd.
Nature Limited liability company (sole proprietorship of legal person)
Legal Representative Meng Shuhao
Date of Establishment April 22, 2014
Registered Capital RMB 100 million
Domicile Room 167 in 1001, 1002 and 1003, 10/F, Building 2, Yard 15, Guanghua Road,
Chaoyang District, Beijing
Scope of Business Licensed items: employment intermediary activities; labor dispatch services;
foreign labor cooperation; Internet information services; network culture
operation; production and operation of radio and television programs; category
2 value-added telecommunications services. (As for items required to be
approved in accordance with laws, business activities shall be performed as
approved by relevant authorities, and specific operation items shall be
subject to approval documents or licenses from relevant authorities) General
items: human resource services (excluding employment intermediary activities
and labor dispatch services); business training (excluding educational
training, vocational skills training and other training that requires a
license); corporate management and consultation; educational consulting
services (excluding education and training activities involving license
approval); social and economic consulting services; tax services; market
research (excluding foreign-related investigations); technical services,
technical development, technical consulting, technical exchange, technical
transfer and technical promotion; conference and exhibition services;
organization of cultural and art exchange activities; advertising design and
agency; advertising production; advertising publication; leasing of
non-residential real estate; software sales. (Except for items subject to
approval in accordance with laws, business activities are independently
carried out with the business license in accordance with laws) (it is not
allowed to be engaged in business activities prohibited and restricted by the
national and municipal industrial policies.)
5. SDIC Intelligence Co., Ltd.
Company Name SDIC Intelligence Co., Ltd.
Nature Limited liability company (wholly state-owned)
Legal Representative Zhang Lei
Date of Establishment November 8, 2016
Registered Capital RMB 2 billion
Domicile A, 36/F, No. 168, Yangshupu Road, Hongkou District, Shanghai
Scope of Business Engaging in technical development, technical consulting, technical service and
technical transfer in intelligent technology, IoT technology, computer
technology, environmental technology, electronics technology and energy
science & technology, and also engaging in network technology, network
engineering, e-commerce (excluding financing), enterprise management
consulting, communication project construction, project investment, investment
management, investment consultation, corporate planning, asset management and
telecommunications service. [As for items required to be approved in
accordance with laws, business activities shall be performed after obtaining
the approval from relevant authorities]
6. Rongshi International Treasury Management Co., Ltd.
Company Name Rongshi International Treasury Management Co., Ltd.
Full English Name RONGSHI INTERNATIONAL TREASURY MANAGEMENT COMPANY LIMITED
Nature Other limited liability company
Legal Representative Cui Hongqin
Date of Establishment November 20, 2018
Registered Capital USD 50 million
Domicile Room 1701, 17/F, World-Wide House, 19 Des Voeux Road Central, Hong Kong
Scope of Business Treasury management
7. SDIC Traffic Holding Co., Ltd.
Company Name SDIC Traffic Holding Co., Ltd.
Nature Limited liability company (sole proprietorship of legal person)
Legal Representative Wang Wenfa
Date of Establishment October 29, 2013
Registered Capital RMB 2 billion
Domicile Room 1017, Building A, No. 6 Fuchengmen North Street, Xicheng District,
Beijing
Scope of Business Investing in railways, highways (including bridges & culverts, and yards
& stations), ports, aviation logistics, pipeline transportation, logistics
and related supporting projects as well as their horizontal crossing and
comprehensive utilization projects; general contracting, technical
transformation and management of the aforementioned projects; selling metallic
materials, building materials, chemical and light industry materials
(excluding hazardous chemicals), electromechanical equipment, automobiles
(excluding sedans) and automobile spare parts, hardware and electrical
equipment, timber, computer software and hardware, communication equipment and
cultural and office goods (except for items subject to special national
provisions); lease of self-owned equipment; technical consulting, technical
development, technical transfer and economic information consulting services
related to the aforementioned businesses. (The enterprise is allowed to
operate items at its own option and perform related business activities in
accordance with laws; as for items required to be approved in accordance with
laws, business activities shall be performed as approved by relevant
authorities; it is not allowed to be engaged in business activities
prohibited and restricted by the municipal industrial policies.)
8. Beijing Yahua Real Estate Development Co., Ltd.
Company Name Beijing Yahua Real Estate Development Co., Ltd.
Nature Other limited liability company
Legal Representative Yan Xiaojun
Date of Establishment June 13, 2001
Registered Capital RMB 3.4 billion
Domicile Room 309, 3/F, No. 6 Fuchengmen North Street, Xicheng District, Beijing
Scope of Business Real estate development and sales; property management for self-owned
premises; real estate information consulting (except for intermediary
services); furniture rental. (The market entity is allowed to operate items at
its own option and perform related business activities in accordance with
laws. as for items required to be approved in accordance with laws, business
activities shall be performed as approved by relevant authorities; it is not
allowed to be engaged in business activities prohibited and restricted by the
national and municipal industrial policies.)
9. Xiamen Meiya Pico Information Co., Ltd.
Company Name Xiamen Meiya Pico Information Co., Ltd.
Nature Joint-stock limited company (listed and invested or held by natural person)
Legal Representative Teng Da
Date of Establishment September 22, 1999
Registered Capital RMB 859,477,310
Domicile Units 102-402, No. 12, Guanri Road, 2nd Phase of Xiamen Software Park, Xiamen
Scope of Business General items: Information system integration services; software development;
information technical consulting service; wholesale of computer software and
hardware and auxiliary equipment; retail of computer software and hardware and
auxiliary equipment; data processing and storage support services; 5G
communication technology services; leasing of computer and communication
equipment; sales of radio, film and TV equipment; sales of communication
equipment; sales of mobile communication equipment; digital content production
services (excluding publishing and distribution); Internet security services;
import and export of technologies; import and export of goods; production of
commercial password products; sales of commercial password products; sales of
security equipment; manufacturing of security equipment; sales of metal chains
and other metal products; sales of metal products; manufacturing of lighting
fixtures; sales of smart wearable devices; technical services, technical
development, technical consulting, technical exchange, technical transfer and
technical promotion; manufacturing of computer software and hardware and
peripherals; manufacturing of mobile communication equipment; manufacturing of
communication equipment; manufacturing of Internet equipment; big data
services; AI public data platform; sales of information security equipment;
manufacturing of information security equipment; development of network and
information security software; sales of intelligent robots; R&D of
intelligent robots; computer system services; information system operation and
maintenance services; sales of electronic products; cloud computing equipment
technology services; general AI application system; sales of intelligent basic
manufacturing equipment; manufacturing of intelligent basic manufacturing
equipment; educational consulting services (excluding education and training
activities involving license approval). (Except for items subject to approval
in accordance with laws, business activities are independently carried out
with the business license in accordance with laws) Licensed items: Building
intelligent system design; Internet information services; publishing of
electronic publications; production of electronic publications; retail of
publications; wholesale of publications; construction of construction
projects; sales of security products for computer information systems;
judicial expertise services. (For the items subject to approval according to
law, business activities are only allowed upon the approval by relevant
authorities, and the specific operating items are subject to the approval
documents or licenses of relevant authorities)
Financial Data As of December 31, 2022, the audited total assets and net assets of Xiamen
Meiya Pico Information Co., Ltd. were RMB 5.89 billion and RMB 4.308 billion,
respectively, with an asset-liability ratio of 26.86%. It achieved operating
revenue of RMB 2.28 billion and net profit of RMB 171 million in 2022. As of
September 30, 2023, the unaudited total assets and net assets of Xiamen Meiya
Pico Information Co., Ltd. were RMB 5.435 billion and RMB 3.853 billion,
respectively, with an asset-liability ratio of 29.12%. It achieved operating
revenue of RMB 750 million and net profit of RMB -415 million for the period.
10. SDIC Inspection and Testing Certification Co., Ltd.
Company Name SDIC Inspection and Testing Certification Co., Ltd.
Nature Limited Liability Company (sole proprietorship of legal person invested or
controlled by non-natural person)
Legal Representative Zhang Yuqi
Date of Establishment April 18, 2018
Registered Capital RMB 3 billion
Domicile Room 3625W, No. 9, Lane 360, Feihong Road, Hongkou District, Shanghai
Scope of Business Certification service, and engaging in technical development, technical
transfer, technical consulting and technical service in special fields of test
technology and energy-saving and environmental protection technology,
investment management, construction project testing, business consulting,
quality inspection technical service, surveying and mapping services, and
inspection and appraisal of import and export commodities. [As for items
required to be approved in accordance with laws, business activities shall be
performed after obtaining the approval from relevant authorities]
11. SDIC Health Industry Investment Co., Ltd.
Company Name SDIC Health Industry Investment Co., Ltd.
Nature Limited Liability Company (sole proprietorship of legal person invested or
controlled by non-natural person)
Legal Representative Liu Jian
Date of Establishment November 18, 2016
Registered Capital RMB 2 billion
Domicile Room 1011, 10/F, No. 6 Fuchengmen North Street, Xicheng District, Beijing
Scope of Business Investment management, health consulting, investment consulting, enterprise
management, enterprise management consulting, and providing the elderly with
community care, home care and other community care services. [As for items
required to be approved in accordance with laws, business activities shall be
performed after obtaining the approval from relevant authorities]
12. Shandong Tejian Fangyuan Detection Co., Ltd.
Company Name Shandong Tejian Fangyuan Detection Co., Ltd.
Nature Limited Liability Company (sole proprietorship of legal person invested or
controlled by non-natural person)
Legal Representative Ren Yunli
Date of Establishment August 19, 1992
Registered Capital RMB 50 million
Domicile No. 81 Shanda North Road, Licheng District, Ji'nan City, Shandong
Scope of Business General items: Highway and water transport engineering test and inspection
services; environmental protection testing; project management services;
electronic measuring instruments sales; sales of special measuring or
inspection instruments for railroad; sales of experimental analysis
instruments; safety technology training for special operators; information
technical consulting service; security consulting services; Internet security
services; energy-saving management services; R&D of mechanical equipment;
manufacturing of testing machines; sales of test machine sales; software
development; standardization services; technical services, technical
development, technical consulting, technical exchange, technical transfer and
technical promotion; educational consulting services (excluding education and
training activities involving license approval); technology intermediary
services; unit logistics management services; car leasing; conference and
exhibition services; inspection and testing services; construction project
quality testing; special equipment inspection and testing services; water
conservancy engineering quality testing; fire protection technology services;
lightning protection device testing; safety evaluation business. (Except for
items subject to approval in accordance with laws, business activities are
independently carried out with the business license in accordance with laws)
13. China Electronics Engineering Design Institute Co., Ltd.
Company Name China Electronics Engineering Design Institute Co., Ltd.
Nature Other joint-stock company (non-listed)
Legal Representative Lou Yu
Date of Establishment August 27, 1992
Registered Capital RMB 924,274,508
Domicile 317, Area II, 3/F, No. 160 Xisihuan North Road, Haidian District, Beijing
Scope of Business contracting of overseas projects in accordance with its capability, size, and
performance; dispatching labors required for implementing the above-mentioned
overseas projects; publication of Contamination Control & Air-conditioning
Technology (to the extent of those published by the editorial office of
journals within the internal organization of the Company, valid until December
31, 2023); pressure piping design GB2 level and GC1(1)(2) level; urban
planning; engineering consulting; cost consulting; environmental impact
assessment; energy conservation assessment; architectural engineering design
of all grades for all industries; engineering decoration; project management;
general contracting of housing and building projects; development and sales of
computer hardware and electronic instruments and meters; development,
production and sales of construction and related engineering equipment and
materials; design, publication and agency business of advertisements in the
Contamination Control & Air-conditioning Technology journal; import and
export business; technological development; technology transfer; technological
services; software development; software sales; application software services
(except for medical software); basic software service; engineering testing;
environmental testing. (The market entity is allowed to operate items at its
own option and perform related business activities in accordance with laws. as
for items required to be approved in accordance with laws, business activities
shall be performed as approved by relevant authorities; it is not allowed to
be engaged in business activities prohibited and restricted by the national
and municipal industrial policies.)
(II) Affiliation
SDIC directly holds 51.32% of the Company's shares and is the affiliated legal
person of the Company in accordance with Article 6.3.3 of the Rules Governing
the Listing of Stocks on Shanghai Stock Exchange (revised in August 2023)
(hereinafter referred to as the "Stock Listing Rules").
As the controlled subsidiaries of SDIC, SDIC Finance Co., Ltd., SDIC Property
Management Co., Ltd., SDIC Human Resources Service Co., Ltd., SDIC
Intelligence Co., Ltd., SDIC Traffic Holding Co., Ltd., Rongshi International
Treasury Management Co., Ltd., Beijing Yahua Real Estate Development Co.,
Ltd., Xiamen Meiya Pico Information Co., Ltd., SDIC Inspection and Testing
Certification Co., Ltd., SDIC Health Industry Investment Co., Ltd., Shandong
Tejian Fangyuan Detection Co., Ltd. and China Electronics Engineering Design
Institute Co., Ltd. are all the Company's affiliated legal persons according
to the provisions in Article 6.3.3 of the Stock Listing Rules.
(III) Execution and performance
The Company's related-party transactions are properly executed. SDIC and its
controlled subsidiaries mentioned above are all in normal operating and
financial status, therefore, there is no performance risk.
III. Main Contents and Pricing Policies of Related-Party Transactions
(I) Deposit and loan transactions
The Company signed the Financial Service Agreements with SDIC Finance and
Rongshi Treasury, and has executed the corresponding service charges in
accordance with the agreements.
(II) Receiving labor services provided by related parties
This part of related-party transactions mainly includes coal storage and
transportation, property costs, entrusted management services, enterprise
consultation, recruitment service and software purchase.
The price of a coal storage and transportation contract signed by and between
a controlled subsidiary of the Company and a controlled subsidiary of SDIC,
the consulting service price, the software purchase price and the price for
other labor services or services shall be determined by reference to the
market prices through mutual negotiation and not be higher than the market
prices.
(III) Selling goods to related parties
This part of related-party transactions mainly includes the sales of
electricity by the Company's controlled subsidiaries to affiliate companies in
the same region, carbon emissions permit trading, a small amount of coal
unloading and other services. With the advances in the system reformation and
market-based transaction of electric power, the price of an electricity sales
contract between a controlled subsidiary of the Company and a controlled
subsidiary of SDIC will be determined by reference to the market-set price and
not be lower than the market price.
IV. Purpose of Current Related-Party Transactions and Its Impact on the
Company
The newly added daily related-party transactions of the Company are in line
with the needs of the Company's production and operation, and the prices of
the related-party transactions strictly comply with the Price Law of the
People's Republic of China and other relevant laws and regulations, and where
there is government pricing, the price is directly applied; where there is no
government pricing, the price shall be negotiated by both parties to the
transaction on the basis of market price, which ensures the fairness of the
related-party transactions and reflects the principles of openness, fairness
and impartiality, does not harm the interests of the listed company and other
shareholders and not affect the independence of the listed company.
Since its listing in 2002, the Company has been independent of SDIC and other
controlled subsidiaries in terms of personnel, finance, organization setting,
etc. Electric power generation is the main business of the Company. The
Company will not rely on related parties, with related-party transactions
accounting for a very small proportion of the Company's total revenue.
The above proposal was deliberated and approved at the 22(nd) meeting of the
12(th) Board of Directors and the 12(th) meeting of the 12(th) Supervisory
Committee on December 28, 2023, and is hereby presented to you for
deliberation and approval. According to relevant provisions of the Stock
Listing Rules, the above transactions are related-party transactions and the
related-party shareholders shall abstain from voting.
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