REG - SDIC Power Holdings - Notice of the 2025 first EGM
23/12/2024 12:00
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RNS Number : 1037R SDIC Power Holdings Co., LTD 23 December 2024
SDIC Power Holdings CO., LTD.
(GDR under the symbol: "SDIC")
NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2025 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 Wednesday, 8 January
2025 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 2025 Estimated Daily Related-Party
Transactions
The Board of Directors of SDIC Power Holdings CO., LTD.
December 23, 2024
The resolutions hereunder contain the English translation of the Chinese
version of "Meeting materials for the 2025 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 2025 Estimated Daily Related-Party Transactions
Dear shareholders and shareholders' representatives,
As required by production and operation, it is expected that in 2025, the
Company and its controlled subsidiaries, along with its controlling
shareholder, State Development & Investment Corp., Ltd. (hereinafter
referred to as the "SDIC") and its controlled subsidiaries are expected to
engage in various daily related-party transactions, 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. Overview of Related-party Transactions
(I) Execution of daily related-party transactions in 2024
Type of related-party transactions Related party Estimated amount in 2024 Actual amount from January to November 2024 (unaudited) Reasons for significant difference between the estimated amount and the actual
amount
Deposits in the SDIC Finance of the related party SDIC Finance Co., Ltd. Daily maximum deposit balance not more than RMB 15 billion Daily maximum deposit balance of RMB 14.725 billion The estimate was made on the basis of the Company's business development and
fund balancing.
Loan transactions with the related party SDIC and its controlled subsidiaries Daily maximum loan limit not more than RMB 20 billion Daily maximum loan limit of RMB 15.773 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 Company Limited Daily maximum deposit balance not more than RMB 5 billion Daily maximum deposit limit of RMB 198 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 Company Limited Daily maximum loan limit not more than RMB 15 billion Daily maximum loan limit of RMB 6.943 billion The estimate was made on the basis of the Company's overseas business
development and fund balancing.
Acceptance of labor services from the related party SDIC Property Management Co., Ltd. Not more than RMB 800 million RMB 5.97 million Not Applicable
SDIC Human Resources Service Co., Ltd. RMB 7.89 million Not Applicable
SDIC Traffic Holding Co., Ltd. RMB 237.29 million Not Applicable
SDIC Intelligence Technology Co., Ltd. RMB 2.64 million Not Applicable
China Electronics Engineering Design Institute Co., Ltd. and its subsidiaries RMB 0.23 million Not Applicable
Beijing Yahua Real Estate Development Co., Ltd. RMB 10.4 million Not Applicable
SDIC Health Industry Investment Co., Ltd. RMB 0.72 million Not Applicable
China SDIC Gaoxin Industrial Investment Corp., Ltd. RMB 0.38 million New
Shandong Special Equipment Inspection and Testing Group Co., Ltd. RMB 0.12 million Not Applicable
SDIC Assets Management Co., Ltd. RMB 0.4 million New
Xiamen Jingmin Dongxian Exhibition Service Co., Ltd. (formerly known as: RMB 0.24 million New
Xiamen Jingmin Dongxian Destination Management Co., Ltd.)
Sales of goods to the related party SDIC Traffic Holding Co., Ltd. Not more than RMB 400 million RMB 14.45 million Not Applicable
(II) Estimated amounts and types of daily related-party transactions in 2025
Type of related-party transactions Related party Estimated amount in 2025 Actual amount from January to November 2024 (unaudited) Reasons for the significant difference between the estimated amount of this
year and the actual amount of the previous year
Deposits in the SDIC Finance of the related party SDIC Finance Co., Ltd. Daily maximum deposit balance not more than RMB 15 billion Daily maximum deposit balance of RMB 14.725 billion The estimate was made on the basis of the Company's business development and
fund balancing.
Loan transactions with the related party SDIC and its controlled subsidiaries Daily maximum loan limit not more than RMB 20 billion Daily maximum loan limit of RMB 15.773 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 Company Limited Daily maximum deposit balance not more than RMB 5 billion Daily maximum deposit limit of RMB 198 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 Company Limited Daily maximum loan limit not more than RMB 15 billion Daily maximum loan limit of RMB 6.943 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 266 million Certain coal storage, receiving and handling costs have incurred among the
transportation, consultation service, software and hardware procurement, etc.) Company, SDIC Genting Meizhouwan Electric Power, SDIC Qinzhou Electric Power,
and SDIC Qinzhou Second Power; additionally, there are service fees associated
with other related parties, such as SDIC Human Resources and SDIC
Intelligence.
Selling goods to the related party (sales of electricity, coal unloading SDIC and its controlled subsidiaries Not more than RMB 400 million RMB 14 million Develop collaboratively with related parties; consider the impact of changes
service, etc.) in the electricity market.
II. Introduction to Related Parties and Related Relationships
(I) Introduction to related parties
1. State Development & Investment Corp., Ltd.
Company name State Development & Investment Corp., Ltd.
Nature Limited liability company (solely state-owned)
Legal representative Fu Gangfeng
Time of establishment April 14, 1995
Registered capital RMB 33.8 billion
Domicile International Investment Plaza, No. 6-6, Fuchengmen Beidajie Street, Xicheng
District, Beijing
Business scope Management of state-owned assets authorized by the State Council and
implementation of related investment activities; investments and investment
management in fields such as energy, transportation, fertilizers, high-tech
industries, financial services, consulting, guarantees, trade, biomass energy,
elderly care industry, big data, healthcare, inspection and testing; asset
management; economic information consulting; technology development and
technology services. (The enterprise shall make independent choices of
operational items and carry out business activities in accordance with laws
and regulations; for items subject to approval pursuant to any law, the
business activities shall be carried out upon the approval of relevant
authority within the approved contents. The enterprise shall not be engaged in
the business activities prohibited and restricted by the municipal industrial
policies.)
Financial data As of December 31, 2023, the audited total assets of State Development &
Investment Corp., Ltd. amounted to RMB 838.534 billion, with net assets of RMB
270.679 billion and an asset-liability ratio of 67.72%. The Company achieved
operating revenue of RMB 212.568 billion and net profit of RMB 20.934 billion
in 2023. As of September 30, 2024, the unaudited total assets of State
Development & Investment Corp., Ltd. stood at RMB 861.257 billion, with
net assets of RMB 281.523 billion and an asset-liability ratio of 67.31%.
During this period, the Company achieved operating revenue of RMB 151.716
billion and net profit of RMB 17.487 billion.
2. SDIC Finance Co., Ltd.
Company name SDIC Finance Co., Ltd.
Nature Other limited liability company
Legal representative Cui Hongqin
Time of establishment February 11, 2009
Registered capital RMB 5,000 million
Domicile 18/F, No. 2, Fuchengmen Beidajie Street, Xicheng District, Beijing
Business scope Providing financial and financing consultancy service, credit authentication
and associated consultancy 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 financing license
for member companies; engaging in inter-bank borrowing; issuing financial
corporate bonds with approval; underwriting enterprise bonds of member
companies; investing in equities of financing institutions; portfolio
investments; and buyer's credit for products of member companies. (The
enterprise shall make independent choices of operational items and carry out
business activities in accordance with laws and regulations; for items subject
to approval pursuant to any law, the business activities shall be carried out
upon the approval of relevant authority within the approved contents. The
market entity shall not engage in business activities prohibited and
restricted by the industry policies of the State and the city. )
3. SDIC Property Management Co., Ltd.
Company name SDIC Property Management Co., Ltd.
Nature Other limited liability company
Legal representative Yan Xiaojun
Time of establishment May 16, 2001
Registered capital RMB 100 million
Domicile International Investment Plaza, No. 6-6, Fuchengmen Beidajie Street, Xicheng
District, Beijing
Business scope Property management; leasing of office space; public parking services for
motor vehicles; car wash services; catering services; and sales of food. (The
enterprise shall make independent choices of operational items and carry out
business activities in accordance with laws and regulations; for food sale,
food and beverage services, and other items subject to approval pursuant to
any law, the business activities shall be carried out upon the approval of
relevant authority within the approved contents. The enterprise shall not be
engaged in the 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
Time 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
Business scope Licensed items: Employment agency services; labor dispatch services; overseas
labor cooperation; Internet information services; network cultural operations;
production and operation of broadcasting and television programs; Category II
value-added telecommunication services. (For items that require the approval
in accordance with laws, business activities may be carried out only after
obtaining approval from the relevant authorities. Specific operating items
shall be subject to approval documents or licenses issued by the relevant
authorities.) General items: Human resources services (excluding employment
agency services and labor dispatch services); business training (excluding
education training and vocational skills training that require licenses);
business management consulting; educational consulting services (excluding
education training activities subject to the license approval); socio-economic
consulting services; tax services; market research (excluding foreign-related
surveys); technical services, technical development, technical consulting,
exchange of know-how, technology transfer, and technology promotion;
conference and exhibition services; organization of cultural and artistic
exchange activities; advertising design and agency services; advertising
production; advertising publishing; non-residential real estate leasing;
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 Technology Co., Ltd.
Company name SDIC Intelligence Technology Co., Ltd.
Nature Limited liability company (solely state-owned)
Legal representative Wang Fang
Time of establishment November 8, 2016
Registered capital RMB 2 billion
Domicile A, 36/F, No. 168, Yangshupu Road, Hongkou District, Shanghai
Business scope 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. [For items that require the approval in accordance
with laws, business activities may be carried out only after obtaining
approval from the relevant authorities.]
6. Rongshi International Treasury Management Company Limited
Company name Rongshi International Treasury Management Company Limited
Full English name RONGSHI INTERNATIONAL TREASURY MANAGEMENT COMPANY LIMITED
Nature Private company limited by shares
Legal representative Qi Ji'an
Time of establishment November 20, 2018
Registered capital RMB 50 million
Domicile Room 2412, 24/F, Tower One, Lippo Centre, 89 Queensway, Admiralty, Hong Kong
Business scope SDIC also handles financial and tax consulting, financing advisory, and
related consulting services for its member companies; manages internal
transfer settlements between member companies; accepts deposits from member
companies; facilitates loans for member companies; and conducts other
financial operations.
7. SDIC Traffic Holding Co., Ltd.
Company name SDIC Traffic Holding Co., Ltd.
Nature Limited liability company (sole proprietorship of legal person)
Legal representative Zhou Changsong
Time of establishment October 29, 2013
Registered capital RMB 2 billion
Domicile Room 1017, Building A, No. 6, Fuchengmen Beidajie Street, Xicheng District,
Beijing
Business scope Investment in railway, highway (including bridges, culverts and stations),
port, air logistics, pipeline transport, logistics, and related supporting
projects, including horizontal integration and comprehensive utilization
projects; general contracting, technological transformation, and management of
the above projects; sales of metal materials, building materials, light
chemical materials (excluding hazardous chemicals), electromechanical
equipment, automobiles (excluding passenger cars), automotive parts, hardware,
electrical appliances, timber, computer software and hardware, communication
equipment, and office supplies (excluding those items subject to special
national monopoly regulations); leasing of owned equipment; technical
consulting, technology development, technology transfer, and economic
information consulting services related to the above business. (The enterprise
shall make independent choices of operational items and carry out business
activities in accordance with laws and regulations; for items subject to
approval pursuant to any law, the business activities shall be carried out
upon the approval of relevant authority within the approved contents. The
enterprise shall not be engaged in the business activities prohibited and
restricted by the municipal industrial policies.)
Financial data As of December 31, 2023, the audited total assets of SDIC Communication
Holdings Co., Ltd. amounted to RMB 28.277 billion, with net assets of RMB
21.069 billion and an asset-liability ratio of 25.49%. In 2023, the Company
achieved operating revenue of RMB 3.922 billion and a net profit of RMB 1.485
billion.
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
Time of establishment June 13, 2001
Registered capital RMB 3.4 billion
Domicile Room 309, 3/F, No. 6, Fuchengmen Beidajie Street, Xicheng District, Beijing
Business scope Development and sales of real estate; property management of owned houses;
real estate information consulting (excluding intermediary services);
furniture leasing. (The market entity shall carry on the business operations
at its own choice of business projects in accordance with laws; for items that
require the approval in accordance with laws, business activities may be
carried out only after obtaining approval from the relevant authorities. The
market entity shall not engage in business activities banned and restricted by
the industry policies of the state and the city.)
9. SDIC Assets Management Co., Ltd.
Company name SDIC Assets Management Co., Ltd.
Nature Limited liability company (sole proprietorship of legal person)
Legal representative Wu Hongping
Time of establishment June 17, 1994
Registered capital RMB 1.5 billion
Domicile No. 147, Xizhimen Nanxiaojie, Xicheng District, Beijing
Business scope Asset management; asset restructuring; leasing of owned equipment; information
and technical consulting services related to business; financial consulting
services; business management consulting and property brokerage services. (The
enterprise shall make independent choices of operational items and carry out
business activities in accordance with laws and regulations; for items subject
to approval pursuant to any law, the business activities shall be carried out
upon the approval of relevant authority within the approved contents. The
market entity shall not engage in business activities prohibited and
restricted by the industry policies of the State and the city. )
10. China SDIC Gaoxin Industrial Investment Corp., Ltd.
Company name China SDIC Gaoxin Industrial Investment Corp., Ltd.
Nature Other limited liability company
Legal representative Ding Houwen
Time of establishment April 19, 1989
Registered capital RMB 3,448,403,451
Domicile 201B Information Center, Zhongguancun Software Park, Dongbeiwang, Haidian
District, Beijing
Business scope Project investment and management, investment consulting, and asset
management; entrusted management of assets; property management; leasing of
office and commercial properties. (The enterprise shall make independent
choices of operational items and carry out business activities in accordance
with laws and regulations; for items subject to approval pursuant to any law,
the business activities shall be carried out upon the approval of relevant
authority within the approved contents. The market entity shall not engage in
business activities prohibited and restricted by the industry policies of the
State and the city. )
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
Time of establishment November 18, 2016
Registered capital RMB 2 billion
Domicile Room 102, 1F, No. 638, Dongdaming Road, Hongkou District, Shanghai
Business scope 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. [For items that
require the approval in accordance with laws, business activities may be
carried out only after obtaining approval from the relevant authorities.]
12. Shandong Special Equipment Inspection and Testing Group Co., Ltd.
Company name Shandong Special Equipment Inspection and Testing Group Co., Ltd.
Nature Limited liability company (state-held company)
Legal representative Zhang Yuqi
Time of establishment September 18, 2016
Registered capital RMB 2 billion
Domicile No. 129, Yingxiongshan Road, Shizhong District, Jinan City, Shandong Province
Business scope Licensed items: Inspection and testing of special equipment; testing and
inspection services; construction project quality testing. (For items that
require the approval in accordance with laws, business activities may be
carried out only after obtaining approval from the relevant authorities.
Specific operating items shall be subject to approval documents or licenses
issued by the relevant authorities.) General items: Engineering and technical
research and experimental development; metrology technical services; technical
services, technology development, technical consulting, exchange of know-how,
technology transfer, and technology promotion; standardization services;
Internet of Things (IoT) technology R&D; coal product manufacturing;
manufacturing of smart instruments and meters; sales of coal and its products;
sales of Class II medical devices; sales of laboratory analytical instruments;
sales of IoT devices; software development; IoT technology services;
information technology consulting services; property management;
non-residential real estate leasing; asset management services with self-owned
funds; investment activities with self-owned funds; safety technical training
for special operators; business training (excluding educational and vocational
skills training that require permits); photography and video production
services; information consulting services (excluding licensed information
consulting services). (Except for items that are subject to approval according
to law, business activities may be carried out independently with the business
license according to laws)
13. China Electronics Engineering Design Institute Co., Ltd.
Company name China Electronics Engineering Design Institute Co., Ltd.
Nature Other company limited by shares (non-listed company)
Legal representative Lou Yu
Time 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
Business scope Contracting foreign engineering projects that align with the Company's
capabilities, scale, and performance; dispatching labor personnel required for
the implementation of the aforementioned overseas projects; publishing the
Cleanliness and Air Conditioning Technology (solely published by the Internal
Journal Editorial Department of the Company, valid until December 31, 2023);
GB2 level and GC1(1)(2) level pressure pipeline design; urban planning;
engineering consulting; cost consulting; environmental impact assessments;
energy efficiency evaluations; design of buildings for various industries and
levels; engineering decoration; project management; general contracting for
building construction; development and sales of computer hardware and
electronic instruments; development, production, and sales of building and
related engineering equipment and materials; design, publication, and agency
services for advertisements in the journal titled as Cleanliness and Air
Conditioning Technology; import and export business; technology development;
technology transfer and services; software development and sales; application
software services (excluding medical software); basic software services;
engineering testing and environmental testing. (The enterprise shall make
independent choices of operational items and carry out business activities in
accordance with laws and regulations; for items subject to approval pursuant
to any law, the business activities shall be carried out upon the approval of
relevant authority within the approved contents. The market entity shall not
engage in business activities prohibited and restricted by the industry
policies of the State and the city. )
14. Xiamen Jingmin Dongxian Exhibition Service Co., Ltd. (formerly known as:
Xiamen Jingmin Dongxian Destination Management Co., Ltd.)
Company name Xiamen Jingmin Dongxian Exhibition Service Co., Ltd.
Nature Limited Liability Company (sole proprietorship of legal person invested or
controlled by non-natural person)
Legal representative Wang Hui
Time of establishment May 8, 2004
Registered capital RMB 1.1 million
Domicile 4/F, No. 158, Yuhou Nanli, Songbai Community, Siming District, Xiamen
Business scope Licensed items: Tourism business; mini-bus rental and operation services. (For
items that require the approval in accordance with laws, business activities
may be carried out only after obtaining approval from the relevant
authorities. Specific operating items shall be subject to approval documents
or licenses issued by the relevant authorities.) General items: Conference and
exhibition services; tourism solicitation and consulting services at travel
agency service outlets; passenger ticketing agency services; ticketing agency
services; marketing planning; organization of cultural and artistic exchange
activities; socio-economic consulting services; educational consulting
services (excluding education and training activities requiring approval);
human resources services (excluding employment agency services and labor
dispatch services); corporate management consulting; information consulting
services (excluding licensed information consulting services); market research
(excluding foreign-related surveys); consulting and planning services;
marriage introduction services; wedding and event planning services;
advertising design, agency, and publishing services; packaging services;
office services; private immigration intermediary services; business agency
services; personal business services; after-school care services for primary
and secondary school students; professional training (excluding educational
training, vocational skills training, and other licensed training). (Except
for items that are subject to approval according to law, business activities
may be carried out independently with the business license according to laws)
(II) Related relationship
SDIC directly holds 51.32% of the Company's shares. In accordance with Article
6.3.3 of the Rules Governing the Listing of Stocks on Shanghai Stock Exchange
(hereinafter referred to as the "Stock Listing Rules"), SDIC is considered the
affiliated legal person of the Company.
The following companies are controlled subsidiaries of SDIC and are also
considered related legal persons of the Company in accordance with Article
6.3.3 of the Stock Listing Rules, namely, SDIC Finance Co., Ltd., SDIC
Property Management Co., Ltd., SDIC Human Resources Service Co., Ltd., SDIC
Intelligence Technology Co., Ltd., SDIC Communication Holdings Co., Ltd.,
Rongshi International Treasury Management Company Limited, Beijing Yahua Real
Estate Development Co., Ltd., SDIC Asset Management Co., Ltd., SDIC Gaoxin
Industrial Investment Corp., Ltd., Shandong Special Equipment Inspection and
Testing Group Co., Ltd., SDIC Health Industry Investment Co., Ltd., China
Electronics Engineering Design Institute Co., Ltd., and Xiamen Jingmin
Dongxian Exhibition Service Co., Ltd. (formerly known as: Xiamen Jingmin
Dongxian Destination Management Co., Ltd.).
(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 has signed the Financial Service Agreement with SDIC Finance Co.,
Ltd. on June 21, 2023, and Rongshi International Treasury Management Company
Limited on May 30, 2023, respectively. These agreements are valid for three
years, and corresponding service fees are charged according to the agreements.
(II) Labor services provided by related parties
This category of related-party transactions primarily includes services such
as coal storage and handling, property management fees, entrusted management
services, corporate consulting, recruitment services, and software
procurement.
The price of a coal storage 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 by the Parties and not be higher than the market
prices. The controlled subsidiaries of the company will sign relevant
agreements within the expected amount range according to the actual needs of
daily operations.
(III) Sales of goods to related parties
This category of related-party transactions primarily involves the sale of
electricity by the Company's controlled subsidiaries to related enterprises
within their regions, along with a small amount of handling, leasing, 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. The controlled subsidiaries of the company will sign
relevant agreements within the expected amount range according to the actual
needs of daily operations.
IV. Purpose of Current Related-Party Transactions and Its Impact on the
Company
The new daily related-party transactions of the Company aligned with its
production and operation needs. The pricing of related-party transactions
strictly complied with relevant laws and regulations such as the Price Law of
the People's Republic of China. Where government-set prices are applicable,
they will be directly followed; For transactions without government-set
prices, the pricing will be based on market rates and mutually agreed upon by
the Parties, so as to ensure the fairness of related-party transactions. This
reflects the principles of openness, fairness, and impartiality, without
compromising the interests of listed companies or other shareholders, and
without affecting the independence of listed companies.
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.
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.
The above proposal was approved on December 23, 2024 at the 40th meeting of
the 12th Board of Directors, and is hereby presented to you for deliberation.
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