REG - SDIC Power Holdings - Notice of the 2024 second EGM

SDIC Power Holdings CoAnnouncement

18/03/2024 13:00

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RNS Number : 2269H  SDIC Power Holdings Co., LTD  18 March 2024

SDIC Power Holdings CO., LTD.

(GDR under the symbol: "SDIC")

NOTICE OF THE 2024 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 Second Extraordinary General Meeting of
SDIC Power Holdings CO., LTD. will be held at Room 207, No.147 Xizhimen
Nanxiao Street, Xicheng District, Beijing, the PRC, on Wednesday 3 April 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 the Estimated Amount of Guarantee
Provided for ICOL Company

 

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

March 18, 2024

 

The resolutions hereunder contain the English translation of the Chinese
version of "Meeting materials for the 2024 Second Extraordinary General
Meeting" as published on the website of the Shanghai Stock Exchange, and are
provided for your reference only. In case of discrepancy between the Chinese
version and the English version, the Chinese version shall prevail.

 

Proposal I

SDIC Power Holdings Co., Ltd.

Proposal on the Estimated Amount of Guarantee Provided

for ICOL Company

 

Dear shareholders and shareholder representatives:

SDIC Power Holdings Co., Ltd. (hereinafter referred to as the "Company") is
expected to provide an additional guarantee amount of no more than GBP 117
million equivalent to Inch Cape Offshore Limited (hereinafter referred to as
the "ICOL"), a joint venture company in which it holds a 50% indirect stake.
The details are as follows:

1. Overview of Guarantee

 (1) Basic Information about the Guarantee

ICOL, a British company indirectly owned by the Company, is responsible for
implementing the offshore wind power project. The preliminary work on this
project is currently progressing as scheduled. To ensure the continued
progress of ICOL project according to the current development strategy, it is
necessary to secure the key supply chain promptly. This involves signing
capacity reservation agreements or preliminary work agreements, achieving
project financing closure, and commencing construction. In order to support
these efforts, the Company plans to provide an additional guarantee amount to
ICOL, not exceeding an equivalent of GBP 117 million. This new guarantee
amount includes the increase in the guaranteed amount under the original
guarantee contract.

 (2) Basic Information on Guarantee Estimates

 Guarantor  Guaranteed party            Guarantor's shareholding ratio  Latest asset-liability ratio of the guaranteed party  Guarantee balance to date  New guarantee amount      Guarantee amount as a proportion of the listed company's latest net assets  Expected validity period of this guarantee                                  Is it a related guarantee  Any counter guarantee
 Guarantee estimates for joint ventures and associated enterprises
 1. Joint ventures and associated enterprises with an asset-liability ratio of
 more than 70%
 Company    Inch Cape Offshore Limited  50%                             93.47%                                                295.897 million RMB        £117 million equivalent   1.06%                                                                       12 months from the date of approval by the general meeting of shareholders  No                         No

Notes:

① The guarantor listed in the above table is based on current business
estimates. The specific arrangements will be determined according to the
actual business requirements and will be subject to the guarantor specified
when the business enters into a specific contract.

② ICOL is a joint venture in which the Company indirectly holds a 50% share.
ICOL maintains a stable financial status, demonstrates good credit standing,
follows standardized operations, and manages risks effectively. The Company
will provide guarantees in proportion to its shareholding ratio in ICOL.

2. Basic Information of the Guaranteed Party

(1) Basic Information

ICOL was founded on February 17, 2010. The registered office is located at 5th
Floor, 40 Princes Street, Edinburgh, EH2 2BY, Scotland, United Kingdom. The
Company has a registered capital of GBP 51.1 million and its main business is
renewable energy production (offshore wind power development).

As of December 31, 2022, ICOL's audited financial data reveals the following
figures: total assets of GBP 193.65 million, total liabilities of GBP 171.91
million (including bank loans of GBP 0 million and current liabilities of GBP
162.88 million), and net assets worth GBP 21.74 million. The operating income
for the year 2022 was GBP 41,000, with a net profit of GBP -1.73 million.

As of September 30, 2023, ICOL's unaudited financial data indicate the
following: total assets of GBP 307.92 million, total liabilities of GBP 287.80
million (including bank loans of GBP 0 million and current liabilities of GBP
278.53 million), and net assets worth GBP 20.12 million. From January to
September 2023, the operating income amounted to GBP 9,000, with a net profit
of GBP -1.62 million.

 (2) Relationship between the Guaranteed Party and the Company

ICOL is a joint venture jointly controlled by the Company and Irish Power
Company.

3. Main Contents of the Guarantee Agreement

Guarantee type: credit guarantee

Guarantee amount: GBP 117 million equivalent (based on the principal debt
amount)

Guarantee content: In order to ensure the successful closure of project
financing and the commencement of construction, it is crucial for ICOL to
promptly secure the key supply chain by signing capacity reservation
agreements or preliminary work agreements. The aforementioned agreements are
expected to require project shareholders to provide ICOL with an additional
guarantee amount not exceeding GBP 117 million (based on the principal debt
amount). In the event that ICOL fails to fulfill its payment obligations under
the relevant contract, the project shareholders will fulfill such obligations
on behalf of ICOL. The specific content of the guarantee agreement will be
determined through consultation between the Company, supply chain enterprises,
financial institutions, or other relevant parties, based on the current work
situation. The actual guarantee amount will be determined by the final signed
and executed guarantee agreement.

Counter-guarantee and its form: N/A

4. Necessity and Rationality of Guarantee

The UK Offshore Wind Power Project held by ICOL is the key to implementing the
Company's "14th Five-Year Plan" international strategic plan and stably
deploying overseas businesses. The Company's guarantee for ICOL will help
secure the project's production capacity, ensure the construction timeline is
met, and facilitate the progress of the booster station construction,
ultimately contributing to the timely completion of the project.

In summary, the guarantee provided to ICOL is not expected to impact the
Company's ongoing operations or harm the interests of the Company and its
shareholders.

5. Accumulative Number of External Guarantees and Overdue Guarantees

As of the disclosure date of the announcement, the Company has provided a
guarantee balance of RMB 295.8970 million to ICOL. The total balance of
external guarantees provided by the Company, including guarantees to its
holding subsidiaries, is RMB 3,976.2918 million and, excluding this guarantee,
the balance of guarantees to its holding subsidiaries is RMB 3,680.3947
million, representing 7.29% and 6.75% of the Company's latest audited owner's
equity attributable to the parent company, respectively. Currently, there are
no overdue guarantees or guarantees that are subject to litigation involving
the Company and its holding subsidiaries.

Therefore, we kindly request the approval of the shareholders' meeting to
provide the guarantee; to authorize the Chairman or the person authorized by
the Chairman to modify, submit, report, sign and execute the contract and
other legal documents related to this guarantee within the guarantee amount;
and to grant the Chairman or the person authorized by the Chairman full
authority to handle other matters related to this guarantee.

The above proposal was deliberated and approved at the 24th meeting of the
12th Board of Directors of the Company on March 18, 2024, and is hereby
presented to you for deliberation and approval.

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