REG - SDIC Power Holdings - Notice of the 2026 first EGM
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RNS Number : 2806M SDIC Power Holdings Co., LTD 19 December 2025
SDIC Power Holdings CO., LTD.
(GDR under the symbol: "SDIC")
NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2026 First Extraordinary General Meeting of
SDIC Power Holdings CO., LTD. will be held at Room 1011, No.147 Xizhimen
Nanxiao Street, Xicheng District, Beijing, the PRC, on Monday, 5 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 2026 Estimated Daily
Related-Party Transactions
The Board of Directors of SDIC Power Holdings CO., LTD.
December 19, 2025
The resolutions hereunder contain the English translation of the Chinese
version of "Meeting materials for the 2026 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
Proposal of SDIC Power Holdings Co., Ltd. on 2026 Estimated Daily
Related-Party Transactions
Dear shareholders and shareholders' representatives,
As required by production and operation, it is expected that in 2026, 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 2025
Type of related-party transaction Related party Estimated amount for 2025 Actual amount from January to November 2025 (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 18 billion Daily maximum deposit balance of RMB 17.073 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 17.505 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 balance of RMB 191 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 11.8 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 6.74 million Not applicable
SDIC Operation Center Co., Ltd. RMB 330,000 New
SDIC Human Resources Service Co., Ltd. RMB 8.03 million Not applicable
SDIC Traffic Holding Co., Ltd. RMB 153.43 million Not applicable
SDIC Intelligence Technology Co., Ltd. RMB 2.78 million Not applicable
China Electronics Engineering Design Institute Co., Ltd. RMB 1.36 million Not applicable
Beijing Yahua Real Estate Development Co., Ltd. RMB 13.61 million Not applicable
SDIC Health Industry Investment Co., Ltd. RMB 490,000 Not applicable
SDIC Mining Investment Co., Ltd. RMB 1.86 million New
SDIC Testing Technology Holding (Shandong) Co., Ltd. RMB 1.98 million Not applicable
(Formerly known as Shandong Special Equipment Inspection and Testing Group
Co., Ltd.)
SDIC Assets Management Co., Ltd. RMB 340,000 Not applicable
Subtotal Not more than RMB 800 million RMB 191 million
Sales of goods to the related party SDIC Traffic Holding Co., Ltd. Not more than RMB 400 million RMB 24.18 million Not applicable
(II) Estimated amounts and types of daily related-party transactions in 2026
Type of related-party transaction Related party Estimated amount in 2026 Actual amount from January to November 2025 (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 18 billion Daily maximum deposit balance of RMB 17.073 billion The estimate was made on the basis of the Company's business development and
fund balancing.
Loan transactions with the related party SDIC Finance Co., Ltd. Daily maximum loan limit not more than RMB 20 billion Daily maximum loan limit of RMB 11.535 billion The estimate was made on the basis of the Company's business development and
fund balancing.
State Development & Investment Corp., Ltd. Daily maximum loan limit not more than RMB 8 billion Daily maximum loan limit of RMB 2.5 billion
SDIC Leasing Co., Ltd. Daily maximum loan limit not more than RMB 10 billion Daily maximum loan limit of RMB 3.470 billion
Subtotal Daily maximum loan limit not more than RMB 38 billion Daily maximum loan limit of RMB 17.505 billion
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 balance of RMB 191 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 11.8 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 191 million SDIC Meizhou Wan Electric Power, SDIC Qinzhou Electric Power, and Qinzhou
transportation, rental service, software procurement, etc.) Second Power have some coal storage and transportation costs; there are also
some service fees 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 24 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.
Name State Development & Investment Corp., Ltd.
Nature Limited liability company (solely state-owned)
Legal representative Fu Gangfeng
Establishment time April 14, 1995
Registered capital RMB 33.8 billion
Domicile International Investment Plaza, No. 6-6, Fuchengmen Beidajie Street, Xicheng
District, Beijing
Scope of business Operate state-owned assets and relevant investment business within the scope
authorized by the State Council; investment and investment management in
fields such as energy, transportation, fertilizer, high-tech industry,
financial services, consulting, guarantee, trade, biomass energy, eldercare
industry, big data, medical treatment and health, inspection and testing;
asset management; economic information consultation; technology development
and technical service. (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, 2024, the audited total assets of State Development &
Investment Corp., Ltd. amounted to RMB 872.120 billion, with net assets of RMB
278.526 billion and an asset-liability ratio of 68.06%. In 2024, it achieved
operating revenue of RMB 196.238 billion and a net profit of RMB 18.694
billion. As of September 30, 2025, the unaudited total assets and net assets
of State Development & Investment Corp., Ltd. were RMB 924.307 billion and
RMB 294.390 billion, respectively, with an asset-liability ratio of 68.15%. It
achieved operating revenue of RMB 126.114 billion and net profit of RMB 18.832
billion for the period.
2. SDIC Finance Co., Ltd.
Name SDIC Finance Co., Ltd.
Nature Other limited liability company
Legal representative Cui Hongqin
Establishment time February 11, 2009
Registered capital RMB 5 billion
Domicile 18/F, No. 2, Fuchengmen Beidajie Street, Xicheng District, Beijing
Scope of business Licensed items: Enterprise group finance company services. (For items
requiring approval according to law, business activities can only be carried
out upon approval of relevant authorities. Specific business items shall be
subject to approval documents or licenses from relevant authorities.) (It is
not allowed to engage in business activities that are banned or restricted by
national and municipal industrial policies.)
3. SDIC Property Management Co., Ltd.
Name SDIC Property Management Co., Ltd.
Nature Limited liability company (sole proprietorship of legal person)
Legal representative Yan Xiaojun
Establishment time May 16, 2001
Registered capital RMB 100 million
Domicile International Investment Plaza, No. 6-6, Fuchengmen Beidajie Street, Xicheng
District, Beijing
Scope of business 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.
Name SDIC Human Resources Service Co., Ltd.
Nature Limited liability company (sole proprietorship of legal person)
Legal representative Meng Shuhao
Establishment time April 22, 2014
Registered capital RMB 290 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 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.
Name SDIC Intelligence Technology Co., Ltd.
Nature Limited liability company (solely state-owned)
Legal representative Wang Fang
Establishment time 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 the items subject to approval by law, the
business activities are only allowed upon approval by relevant departments]
6. Rongshi International Treasury Management Company Limited
Name Rongshi International Treasury Management Company Limited
Full name in English Rongshi International Treasury Management Company Limited
Nature A Private Company Limited By Shares
Legal representative Qi Ji'an
Establishment time November 20, 2018
Registered capital USD 50 million
Domicile Room 2412, 24/F, Tower One, Lippo Centre, 89 Queensway, Admiralty, Hong Kong
Scope of business 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.
Name SDIC Traffic Holding Co., Ltd.
Nature Limited liability company (sole proprietorship of legal person)
Legal representative Zhou Changsong
Establishment time October 29, 2013
Registered capital RMB 2 billion
Domicile Room 1017, Building A, No. 6, Fuchengmen Beidajie Street, Xicheng District,
Beijing
Scope of business 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
market entity shall not engage in business activities prohibited and
restricted by the industry policies of the State and the city. )
8. Beijing Yahua Real Estate Development Co., Ltd.
Name Beijing Yahua Real Estate Development Co., Ltd.
Nature Other limited liability company
Legal representative Yan Xiaojun
Establishment time June 13, 2001
Registered capital RMB 4300 million
Domicile Room 309, 3/F, No. 6, Fuchengmen Beidajie Street, Xicheng District, Beijing
Scope of business Development and sales of real estate; property management of owned houses;
real estate information consulting (excluding intermediary services);
furniture leasing. (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. )
9. SDIC Assets Management Co., Ltd.
Name SDIC Assets Management Co., Ltd.
Nature Limited liability company (sole proprietorship of legal person)
Legal representative Huang Ying
Establishment time June 17, 1994
Registered capital RMB 1500 million
Domicile No. 147, Xizhimen Nanxiaojie, Xicheng District, Beijing
Scope of business 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. SDIC Mining Investment Co., Ltd.
Name SDIC Mining Investment Co., Ltd.
Nature Limited liability company (sole proprietorship of legal person)
Legal representative Feng Sujing
Establishment time July 10, 2015
Registered capital RMB 2000 million
Domicile Room 509, 5/F, Building No. 1, No. 6 Fuchengmen North Street, Xicheng
District, Beijing
Scope of business General items: investment activities with own funds; enterprise management;
asset management services for investments funded by own capital;
socio-economic consulting services. (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.) )
11. SDIC Health Industry Investment Co., Ltd.
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
Establishment time November 18, 2016
Registered capital RMB 2000 million
Domicile Room 102, 1F, No. 638, Dongdaming Road, Hongkou District, Shanghai
Scope of business General items: Investment management; health consulting services (excluding
medical diagnosis and treatment services); socio-economic consulting services;
enterprise management; enterprise management consulting; elderly care services
(institutional elderly care services); elderly care services (community
elderly care services); nursing institution services (excluding medical
services); standardization services; information technology consulting
services; technical services, technical development, technical consulting,
technical exchange, technology transfer and technology promotion; Electronic
product sales; software sales; conference and exhibition 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)
12. SDIC Testing Technology Holding (Shandong) Co., Ltd.
Name SDIC Testing Technology Holding (Shandong) Co., Ltd.
Nature Limited liability company (state-held company)
Legal representative Zhang Yuqi
Establishment time September 18, 2016
Registered capital RMB 2000 million
Domicile No. 129, Yingxiongshan Road, Shizhong District, Jinan City, Shandong Province
Scope of business 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.
Name China Electronics Engineering Design Institute Co., Ltd.
Nature Other company limited by shares (non-listed company)
Legal representative Lou Yu
Establishment time August 27, 1992
Registered capital RMB 924.274508 million
Domicile 317, Area II, 3/F, No. 160 Xisihuan North Road, Haidian District, Beijing
Scope of business 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. SDIC Operation Center Co., Ltd.
Name SDIC Operation Center Co., Ltd.
Nature Limited liability company (sole proprietorship of legal person)
Legal representative Yan Xiaojun
Establishment time July 3, 2023
Registered capital RMB 100 million
Domicile Room 310, 3/F, Building 1, No. 6 Fuchengmen North Street, Xicheng District,
Beijing
Scope of business General items: Brand management; property management; enterprise management
consulting; educational consulting services (excluding licensed educational
and training activities); engineering management services; information
technology consulting services; information consulting services (excluding
licensed information consulting services); data processing services; technical
services, technical development, technical consulting, technical exchange,
technology transfer and technology promotion; information system operation and
maintenance services; parking lot services; car washing services. (Except for
items subject to approval according to law, operation activities shall be
carried out independently according to law under the business license)
Licensed items: bookkeeping agency services; catering services. (Items
requiring approval according to law shall be operated only upon approval of
relevant departments. Specific operation items shall be subject to approval
documents or licenses from relevant departments.) (It is not allowed to engage
in business activities that are prohibited or restricted by national and
municipal industrial policies.) )
(2) Affiliations with the Company
SDIC directly holds 47.79% 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.
As the controlled subsidiaries of SDIC, SDIC Finance Co., Ltd., SDIC Property
Management Co., Ltd., SDIC Human Resources Service Co., Ltd., SDIC
Intelligence Technology Co., Ltd., SDIC Traffic Holding Co., Ltd., Rongshi
International Treasury Management Company Limited, Beijing Yahua Real Estate
Development Co., Ltd., SDIC Assets Management Co., Ltd., SDIC Mining
Investment Co., Ltd., SDIC Health Industry Investment Co., Ltd., SDIC Testing
Technology Holding (Shandong) Co., Ltd., China Electronics Engineering Design
Institute Co., Ltd., SDIC Operation Center Co., Ltd. are all the Company's
affiliated legal persons according to the provisions in Article 6.3.3 of the
Stock Listing Rules.
(3) Analysis of execution status and performance capacity of early-stage
similar related-party transactions
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 27, 2025, and Rongshi International Treasury Management Company
Limited on May 30, 2023, respectively. These agreements are valid for three
years, and corresponding services are provided according to the agreements.
(II) Labor services provided by related parties
This category of related-party transactions primarily includes coal storage
and transportation services, property management services, entrusted
management services, leasing services, recruitment services, and software
procurement.
The price of a coal storage contract signed by and among the Company, 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 Company and its controlled subsidiary will sign relevant
agreements within the estimated amount in accordance with the actual needs of
daily operations.
(III) Sales of goods to related parties
This category of related-party transactions primarily involves the controlled
subsidiary of the Company providing power sales, coal unloading and other
services to related enterprises. With the advances in the system reformation
and market-based transaction of electric power, the price of an electricity
sales contract between the Company, 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 Company and its
controlled subsidiary will sign relevant agreements within the estimated
amount in accordance with the actual needs of daily operations.
IV. Purpose of Current Related-Party Transactions and Its Impact on the
Company
The Company's daily related-party transactions 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, and there are no
circumstances that harm the interests of the Company or minority shareholders.
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. It will
not impair the Company's independence.
The above proposal has been deliberated and approved at the 5th meeting of the
Thirteenth Board of Directors on December 19, 2025, and is hereby presented to
you for deliberation.
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