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

SDIC Power Holdings CoAnnouncement

11/10/2024 12:00

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RNS Number : 8749H  SDIC Power Holdings Co., LTD  11 October 2024

SDIC Power Holdings CO., LTD.

(GDR under the symbol: "SDIC")

NOTICE OF THE 2024 SIXTH EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 Sixth 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, 29 October
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 Subsidiary's Registration and
Issuance of Ultra Short-Term Financing Bonds

2. To consider and approve the Report on the Work of the Remuneration and
Assessment Committee of the 12th Board of Directors on the Management's
Remuneration and Other Matters for 2023

3. To consider and approve the Proposal on Application for a Standby Letter of
Credit to Provide Guarantee for Red Rock Power Limited

 

 

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

October 11, 2024

 

 

The resolutions hereunder contain the English translation of the Chinese
version of "Meeting materials for the 2024 Sixth 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 Subsidiary's Registration and Issuance of Ultra Short-Term
Financing Bonds

 

Dear shareholders and shareholders' representatives,

In order to enhance the reserves of debt financing instruments and safeguard
the short-term capital demand, Yalong River Hydropower Development Co., Ltd.
(hereinafter referred to as "Yalong Hydro"), a controlled subsidiary of SDIC
Power Holdings Co., Ltd. (hereinafter referred to as the Company), intends to
apply for the registration and issuance of ultra-short-term financing bonds,
with a registered scale of issuance up to RMB 8 billion (inclusive). The
specific scale of issuance is subject to the amount set out in the documents
received by Yalong Hydro in consent to the registration of the license. The
funds raised are intended for the repayment of debts as they fall due, the
replenishment of working capital, or other purposes approved by the regulatory
authorities.

In order to ensure the legitimate and efficient completion of the work
relating to the registration and issuance of the debt financing instruments,
it is proposed to agree that Yalong Hydro shall be solely responsible for the
matters relating to the registration and issuance of the debt financing
instruments, in accordance with the relevant provisions and regulations of the
national laws and the Articles of Association of the Company.

The validity period of the resolution of this proposal is 24 months from the
date of consideration and approval by the general meeting of shareholders. If
Yalong Hydro obtains approval, license, registration, filing or registration
of the issuance from the regulatory authorities within the validity period of
the resolution, it may complete the relevant issuance within the validity
period of such approvals.

The above proposal has been deliberated and approved at the 35th Meeting of
the 12th Board of Directors on October 11, 2024, and it is hereby presented to
you for deliberation and approval.

 

 

 

Proposal II

 

SDIC Power Holdings Co., Ltd.

Report on the Work of the Remuneration and Assessment Committee of the 12th
Board of Directors on the Management's Remuneration and Other Matters for 2023

 

Dear shareholders and shareholders' representatives,

According to relevant provisions of the Administrative Measures for
Remuneration of Directors and Supervisors of SDIC Power Holdings Co., Ltd.
(hereinafter referred to as "Administrative Measures for Remuneration of
Directors and Supervisors"), and the Administrative Measures for Performance
Assessment of Management Members of SDIC Power Holdings Co., Ltd. (hereinafter
referred to as "Administrative Measures for Performance Assessment"), the
Remuneration and Assessment Committee of the Board of Directors of the Company
has organized the annual performance evaluation for the Management for 2023.
The total remuneration for the Management for the entire year of 2023 has been
calculated, and preliminary opinions on related matters have been formed, as
detailed below:

I. Annual Appraisal of the Company and the Management for 2023

The appraisal was conducted in accordance with the relevant provisions of the
Administrative Measures for Performance Assessment and the Annual Performance
Contract for the Management (2023), and the appraisal score for the Company
and the Managers for 2023 was 145.91.

And individual performance evaluation scores for members of the Management for
the 2023 fiscal year have been established based on the Administrative
Measures for Performance Assessment and the Annual Performance Contract for
the Management Members (2023).

II. Determination of the Management's Annual Remuneration for 2023

In accordance with the results of the performance appraisal and relevant
regulations, it is proposed that the pre-tax total remuneration (annual basic
salary, annual performance salary and strategic outstanding contribution
award) of eight individuals, including Company's Chairman, General Manager,
Chief Accountant (Head of Finance), Deputy General Manager, Secretary of the
Board of Directors, for the period from January to December 2023 total RMB
7,926,200, of which the annual remuneration of the members of the Management
has already been considered and approved by the 34th Meeting of the 12th Board
of Directors of the Company.

III. Determination of Annual Remuneration Standard for the Chairman

In accordance with the relevant provisions of the Administrative Measures for
Remuneration of Directors and Supervisors, and considering the remuneration
levels in the power industry, the annual target remuneration of Guo Xuyuan,
Chairman of the Company, is proposed as follows:

Guo Xuyuan's pre-tax annual target compensation is RMB 1.48 million, effective
from May 1, 2024.

IV. Verification of the Remunerations of the Management Disclosed in the
Annual Report

The Remuneration and Assessment Committee of the Board of Directors has
checked the remunerations of the Management disclosed in the annual report,
believing that:

The remunerations received by the Company's Management as disclosed in the
2023 Annual Report are determined in accordance with the principles of the
Administrative Measures for Remuneration of Directors and Supervisors and the
Administrative Measures for Performance Assessment, which were approved by the
Company.

In accordance with the Administrative Measures for Remuneration and Assessment
of Directors and Supervisors, the internal director, Hai Miao, will have his
compensation and assessment managed based on the corresponding administrative
measures for the General Manager position and will not receive a separate
fixed allowance.

The above proposal has been deliberated and approved at the 35th Meeting of
the 12th Board of Directors on October 11, 2024, and it is hereby presented to
you for deliberation and approval.

 

Proposal III

 

SDIC Power Holdings Co., Ltd.

Proposal on Application for a Standby Letter of Credit to Provide Guarantee
for Red Rock Power Limited

 

Dear shareholders and shareholders' representatives,

SDIC Power Holdings Co., Ltd. (hereinafter referred to as SDIC Power) intends
to provide a parent company guarantee for its indirectly wholly-owned
subsidiary, Red Rock Power Limited (hereinafter referred to as Red Rock
Power), with a guaranteed amount not exceeding GBP 962 million. The details
are as follows:

I. Overview of the Guarantee

Inch Cape Offshore Limited (hereinafter referred to as ICOL) is the primary
entity responsible for the development and subsequent construction of the Inch
Cape Offshore Wind Power Project (hereinafter referred to as the Inch Cape
Project). To ensure that the construction and financing of the Inch Cape
Project proceed in an orderly manner as per the current plan, and to realize
the closure of the project financing and the commencement of construction as
scheduled, Red Rock Power will, together with the other shareholder of ICOL,
the Electricity Supply Board (hereinafter referred to as the ESB), as well as
the Project Financing Agent Bank, etc., enter into a Shareholder Support
Agreement, in accordance with the requirements of the Inch Cape Project
Financing Syndicate. Red Rock Power Limited and ESB are required to fulfill
the shareholders' subsequent investment commitment corresponding to their 50%
equity interest in the Inch Cape offshore wind power project as stipulated in
the Shareholder Support Agreement, and to provide the parent company letter of
guarantee or standby letter of credit of the bank with the ratings of the
international rating agencies, so as to ensure that the shareholders'
subsequent contributions can be put into place. For the issuance of the bank
standby letter of credit, SDIC Power intends to provide a guarantee amounting
to no more than GBP 962 million for Red Rock Power.

II. Basic Information of the Guaranteed Party

Red Rock Power was founded on May 16, 2005 and was acquired by SDIC Power in
May 2016 as its wholly controlled subsidiary in the UK. The registered office
is located at 5th Floor, 40 Princes Street, Edinburgh, EH2 2BY, Scotland,
United Kingdom.

As of December 31, 2023, Red Rock Power's audited consolidated financials
were: total assets of RMB3,628 million, total liabilities of RMB 2,142
million, and net assets of RMB 1,486 million; operating revenue in 2023 was
RMB183 million, and total profit was RMB 56 million.

As of June 30, 2024, Red Rock Power's unaudited consolidated financials were:
total assets of RMB 4,249 million, total liabilities of RMB 2,750 million, and
net assets of RMB 1,499 million; operating revenue for the first half of 2024
was RMB 75 million, and total profit was RMB 37 million.

III. Main Contents of Guarantee Agreement

The standby letter of credit is a guarantee provided by Red Rock Power Limited
under the Shareholder Support Agreement for the fulfillment of the
shareholder's capital contribution obligation, with Red Rock Power Limited
being the guaranteed party and ICOL Company as the beneficiary of the
guarantee. In the Shareholder Support Agreement, it will be specified that in
case of a claim made by the beneficiary of the guarantee, the bank is
authorized to execute payment to ICOL without requiring consent from the
company, and the bank has the right to seek recourse against SDIC Power. This
guarantee is structured as a joint liability guarantee, with the amount not
exceeding GBP 962 million in equivalent terms (the actual guaranteed amount is
subject to the agreement of the final signed and executed Shareholder Support
Agreement), and the guarantee term is within the term of Red Rock Power's
obligation of shareholder capital contribution to ICOL. Following Red Rock
Power's fulfillment of its contribution, the guaranteed amount of the standby
letter of credit will be reduced in line with the contribution and the
corresponding guarantee will be released.

Counter-guarantee and its form: N/A

IV. Necessity and Rationality of Guarantee

The Proposal on the Investment and Construction of the Inch Cape Project by
SDIC Power Holdings Co., Ltd. has been reviewed and approved during the 35th
meeting of the 12th Board of Directors of the Company, pursuant to which Red
Rock Power Limited will contribute up to GBP 962 million to ICOL in accordance
with its shareholding proportion, with ESB Company contributing simultaneously
based on its shareholding. The relevant guarantee is imperative for ensuring
the smooth progress of the project construction, and the amount is limited to
the capital contribution agreed in the final Shareholder Support Agreement,
which is necessary and reasonable.

In summary, the guarantee to Red Rock Power is not expected to affect the
Company's ability to continue as a going concern, nor is it expected to
jeopardize the interests of the Company and its shareholders.

V. Accumulative Number of External Guarantees and Overdue Guarantees

As of October 11, 2024, the balance of the Company's guarantee that has
actually been provided to Red Rock Power is RMB 0. The external guarantee
balance of the Company (including the guarantee provided to the controlled
subsidiaries) is RMB 4,635,576,800, and the guarantee balance to the
controlled subsidiaries (excluding the guaranteed amount) is RMB
4,266,967,200, accounting for 7.85% and 7.22% of the Company's latest audited
owner's equity attributable to the parent company respectively.

As of the date of announcement disclosure, the Company did not have any
overdue guarantees.

The Board of Directors is of the view that the projected guaranteed amount
aligns with regulations set forth in the Company Law, the Rules Governing the
Listing of Stocks on Shanghai Stock Exchange, the Articles of Association and
other relevant regulations, and has given full consideration to the actual
needs of the Company, Red Rock Power as well as ICOL for the operation and
development of the Company and the construction of the Project. Red Rock Power
Limited is a wholly-owned subsidiary of the Company, with a strong credit
standing, low debt risk and controllable guarantee risk, and there is no
damage to the interests of the Company and its shareholders as a result of the
guarantee provided by the Company to it.

Therefore, it is proposed to the general meeting of shareholders to approve
this guarantee matter; the chairman or his/her authorized person is authorized
to modify, submit, report, sign and execute legal documents related to this
guarantee within the guaranteed amount; the Chairman or the person authorized
by the Chairman is authorized to handle all other matters in connection with
this guarantee.

The above proposal has been deliberated and approved at the 35th Meeting of
the 12th Board of Directors on October 11, 2024, and it is hereby presented to
you for deliberation and approval.

 

 

 

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