The
resolutions hereunder contain the English translation of the
Chinese version of "Meeting materials for the 2023 Annual 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.
2023 Work Report of the Board
of Directors
Dear shareholders and shareholder
representatives,
In the year 2023, facing new
development trends and new industry pattern of the power sector,
the Board of Directors of SDIC Power Holdings Co., Ltd.
(hereinafter referred to as "SDIC Power" or "the Company") seized
the opportunity to pursue progress while maintaining stability and
promote stability through progress, focused on enhancing core
functions and core competitiveness, overcame difficulties and
worked hard. We hit a new high in our primary business results, saw
reports of fresh success in business development and significant
improvements in governance efficiency, and effectively safeguarded
the legitimate rights and interests of our shareholders.
The work of the Board of Directors
in 2023 and the work plan for 2024 are hereby reported as
follows:
Part I Work
of the Board of Directors in 2023
I.
Operating Achievements of the Company
The operating indicators of the
Company continued to improve. By the end of 2023, the holding
installed capacity was 40.8566 million kW; the total assets were
RMB 277.363 billion, an increase of RMB 19.064 billion over the end
of the previous period; and the asset-liability ratio was 63.18%, a
decrease of 0.59 percentage points from the previous
year.
There were no work safety accidents
throughout 2023. The new installed capacity put into operation in
this year totaled 3.0924 million kW, with a completed power
generation of 161.973 billion kWh, up 3.35% year on year; the
on-grid tariff was RMB 0.374/kWh, up 6.55% year on year. The annual
operating revenue was RMB 56.712 billion, a year-on-year increase
of 12.32%; the net profit attributable to shareholders of the
Company was RMB 6.705 billion, a year-on-year increase of 64.31%;
and the basic earnings per share was RMB 0.8754, a year-on-year
increase of 67.86%.
II.
Convening of Board Meetings
According to the relevant provisions
of laws and regulations, as well as the Articles of Association and the
Rules of Procedure of the Board
of Directors, the Company held a total of 16 board meetings
and deliberated 63 proposals in 2023, including the appointment of
senior executives, system revision, related-party transactions, and
other matters, ensuring the efficient and smooth operation of our
business activities. All directors of the Company attended all the
board meetings during the year and no absence occurred. The matters
deliberated are as follows:
(I) Personnel changes
In 2023, Mr. Zhang Wenping, director
and general manager, and Mr. Yang Lin, secretary of the Board of
Directors, resigned from their positions due to a job adjustment.
According to the relevant provisions of the Company Law and the Articles of Association, the Board of
Directors of the Company efficiently carried out the selection and
appointment of directors and senior executives.
In April 2023, according to the
nomination by the Company's chairman, the Board of Directors agreed
to appoint Mr. Yu Haimiao as the general manager. According to the
nomination by the controlling shareholder of the Company, State
Development & Investment Corp., Ltd. and with the approval by
the third extraordinary general meeting of shareholders in 2023
through deliberation, Mr. Yu Haimiao was elected as a member of the
Twelfth Board of Directors of the Company.
In July 2023, according to the
nomination by the Company's general manager, the Board of Directors
agreed to appoint Mr. Cai Jidong and Mr. Jing Zhentao as the deputy
general managers of the Company.
In October 2023, according to the
nomination by the Company's general manager, the Board of Directors
agreed to appoint Mr. Gao Hai as the deputy general manager and
secretary of the Board of Directors of the Company, and to appoint
Mr. Zhou Changxin as the chief accountant (financial director) of
the Company.
(II) System revision
In 2023, according to relevant
requirements of the Administrative Measures for Compliance of
Central Enterprises and other regulations, the Board of
Directors agreed to revise the Articles of Association by adding
compliance management functions of the Board of Directors and the
Management, defining the positioning of senior executives including
the general counsel and chief accountant (financial director), with
the approval by the first extraordinary general meeting of
shareholders in 2023 through deliberation.
In addition, in accordance with
relevant requirements of the Administrative Measures for Compliance of
Central Enterprises, the Notice on Issuing the Opinions on Further
Strengthening the Development of Central Enterprises under the Rule
of Law, and the Guidelines
on Investor Relations Management of Listed Companies issued
by the China Securities Regulatory Commission, the Guidelines No. 1 of Shanghai Stock Exchange
for Self-regulation of Listed Companies - Standardized
Operation, etc., the Board of Directors presided over the
revision of six systems, including the Administrative Measures for Remuneration of
Persons-in-Charge, the Administrative Measures for
Compliance, the Administrative Measures for Investor
Relations, the Administrative Measures for Labor
Costs, the Measures for
Implementation of the "Three-Important and One-Large" Decision
System, and the Administrative Measures for Investment
Dividends, to further standardize the Company's operations
and strengthen the compliance management, thus ensuring the stable
development of the Company.
(III) Related-party
transactions
As required by the needs of business
development, the Board of Directors agreed the Company to sign a
Financial Service
Agreement with SDIC Finance Co., Ltd. and Rongshi
International Treasury Management Co., Ltd. respectively, for a
term of three years with the approval by the second extraordinary
general meeting of shareholders in 2023 through deliberation. In
December 2023, the Board of Directors deliberated and approved the
estimates of daily related-party transactions for 2024.
(IV) Performance assessment and
signing of performance contracts
According to the Administrative Measures for Performance
Assessment of Senior Executives of the Company, the Board of
Directors carried out the signing of performance contracts and
employment contracts for senior executives in 2023.
(V) Guarantees
To implement the Company's
international strategic planning and ensure the smooth progress of
project construction, the Board of Directors deliberated and
approved the guarantee provided by the parent company for Inch Cape
Offshore Limited with a total amount of not exceeding GBP 25
million, with the approval by the fourth extraordinary general
meeting of shareholders in 2023 through deliberation.
(VI) Periodic reports
The Board of Directors deliberated
and approved the 2022 Annual Report and its summary, 2023
First-Quarter, Semi-annual and Third-quarter Reports of the Company
to ensure true, accurate and complete disclosure of the Company's
financial condition and operating results to the market.
(VII) Internal control
The Board of Directors deliberated
and approved the 2022 Internal
Control Evaluation Report of the Company, 2022 Enterprise-wide Risk Management Report
of the Company, Internal
Control Manual (2023 Edition) and Internal Control Standard
Business Process (2023 Edition), and 2022 Internal Audit Work Report of the
Company, all of which were prepared in accordance with
regulatory requirements of the Guidelines No. 1 of Shanghai Stock Exchange
for Self-regulation of Listed Companies - Standardized
Operation and the Company's rules and
regulations.
(VIII) Profit
distribution
The Board of Directors deliberated
and approved the profit distribution matters for the year 2022, and
proposed to the general meeting of shareholders that the profit
distribution in 2022 should be based on the total share capital of
7,454,179,797 shares, and a cash dividend (including tax) of RMB
0.275 per share should be distributed, with a dividend ratio of
50%. It strictly followed the commitments in the Shareholder Return Plan for the Next Three
Years (2021-2023) and was recognized by the majority of
shareholders.
(IX) Changes to accounting
policies
According to the Accounting Standards for Business Enterprises
No. 16 issued by the Ministry of Finance on November 30,
2022, the Board of Directors deliberated and approved changes to
accounting policies based on the actual conditions of the
Company.
(X) Changes to the accounting
firm
According to the relevant provisions
of the Notice on Issuing the
Administrative Measures for Selection and Appointment of Accounting
Firms by State-owned Enterprises and Listed Companies, to
ensure the independence and objectivity of audit work, the Board of
Directors deliberated and approved the appointment of BDO China Shu
Lun Pan CPAs (Special General Partnership) for the audit of
financial statements and internal control of the Company for the
year 2023, with the approval by the 7th extraordinary general
meeting of shareholders in 2023 through deliberation.
III. Main Works Done during the Reporting
Period
(I) Abiding by the rules strictly
and performing duties diligently
In 2023, the Board of Directors
proposed 8 general meetings of shareholders, including 1 annual
General Meeting of Shareholders and 7 Extraordinary General
Meetings of Shareholders, all of which were held by combining
on-site voting with online voting. The proposals of all previous
General Meetings of Shareholders were highly recognized by the
majority of shareholders and successfully passed the
vote.
In 2023, the professional committees
of the Board of Directors held a total of 21 meetings, including 2
meetings for the Strategy Committee, 5 meetings for the Nomination
Committee, 6 meetings for the Remuneration and Assessment Committee
and 8 meetings for the Audit Committee. The Strategy Committee was
deeply involved in the formulation of the Company's 2023 Operating
Plan. The Company completed the interim revision of the
"14th Five-Year Plan" Strategic
Planning Report. The Strategy Committee evaluated the
optimization and adjustments by the Company to the "14th Five-Year
Plan" strategic planning to better guide the Company's development
in the latter half of the "14th Five-Year Plan", and provided
suggestions for the Board of Directors to formulate strategies and
make scientific decisions. The Audit Committee actively maintained
close communication with internal and external audit institutions,
and paid attention to the necessity, fairness and pricing fairness
of related-party transactions, as well as changes to accounting
policies and the accounting firm. The Remuneration and Assessment
Committee reviewed the remuneration situation and assessment
performance results, and revised the Administrative Measures for Remuneration of
Persons-in-Charge, the Administrative Measures for Labor
Costs and other systems. The Nomination Committee strictly
followed the nomination procedure and successfully completed the
election of directors as well as the appointment of the general
manager and senior executives of the Company.
In 2023, the independent directors
gave full play to their respective professional advantages in the
power industry, legal compliance, and accounting auditing, and
conducted prior deliberations or expressed independent opinions on
19 matters or proposals such as related-party transactions,
external guarantees, nomination, appointment and removal of
directors, and changes in accounting policies. They were diligent
and responsible, paid close attention to the Company's business
dynamics, and put forward professional opinions and suggestions
promptly. Within the year, they conducted two surveys on the
Company, visited Fujian and Hainan for on-site inspections,
understood the operating situation of the Company's controlling
investment enterprises, and conducted in-depth exchanges and
discussions on industry development. Meanwhile, they regularly
communicated with the management of the Company according to work
needs and actively safeguarded shareholders' rights and
interests.
(II) Strengthening strategic
guidance and adhering to high-quality development
In 2023, we achieved robust
operating performance, continuously improved the sound output
capacity of units, and optimized the hydropower cascade
dispatching. We also strengthened fuel supply, focused on work
safety management, and continuously enhanced the supply capacity.
We completed the supply guarantee during important periods such as
the Two Sessions and peak load in summer and winter, contributing
to people's livelihood electricity and grid security and promoting
economic and social development in many places. We fully exerted
our core functions and fulfilled our corporate social
responsibilities.
With the grid connection and power
generation of major projects, we made many achievements in
incremental development. With the solar power projects in Rinbung
County and Nyima County put into operation, we achieved a
breakthrough of zero installed capacity of new energy in Tibet, the
roof of the world. The Kela Solar Power Station Phase I, the
world's largest and highest hydro-solar hybrid power station, was
completed in the Yalong River Basin. We overcame various challenges
of Qinzhou Second Power, realized grid connection power generation
of Unit 1 in Phase III on schedule, and achieved the planning goals
of Guangxi Zhuang Autonomous Region. Many domestic new energy
projects were approved or filed and the installed capacity
maintained a rapid growth throughout the year. In terms of overseas
projects, the Underground Diversion Tunnel of Batang Toru
Hydropower Station was fully completed and the overall progress of
the project is controllable and under control.
(III) Strengthening risk management
and control and consolidating compliance management
Promoting the governance system
through systems, we have formed a compliance management system with
comprehensive coverage and clear responsibilities. We have amended
our Measures for Implementing the
Decision-making System of "Three-important and One-major"
Matters, further standardizing the decision-making authority
and process of governance entities in the Company. We have set up
the system management framework for overseas enterprises,
implemented the key areas of overseas control and domestic and
foreign regulatory requirements, and systematically standardized
the approval levels for subsidiaries' policies.
Strictly adhering to the bottom line
against compliance risks, we establish a solid foundation for
high-quality development. Clearly defining key management elements
and bottom-line requirements, we have amended the Operation Compliance Management Manual for
Enterprise Directors of SDIC Power, established a general
contract template library for the Company, and conducted compliance
and effectiveness evaluations in the fields of investment, mergers,
acquisitions, and anti-monopoly. In addition, we fully realized the
mid-term task indicators and key compliance management tasks of the
"14th Five-Year Plan" for the rule of law, further optimizing our
compliance management system. Focusing on controlling compliance
risks in new energy projects, we conduct special training for new
energy enterprises and communicate compliance requirements to
prevent potential issues.
(IV) Actively optimizing governance
and delivering corporate values
The Company strictly fulfilled the
information disclosure obligation of listed companies and protected
the right to know of investors. The Company continuously disclosed
62 Chinese announcements and 32 English announcements through the
Shanghai Stock Exchange and London Stock Exchange throughout the
year. With zero errors, zero supplements, and zero inquiries in
terms of information disclosure, the Company has been awarded the
"Grade A Rating of Information Disclosure" by the Shanghai Stock
Exchange for seven consecutive years, establishing an image of
robust, standardized, professional, and responsible player in the
capital market.
The Board of Directors attached
great importance to investor relationship management and constantly
summarized the experience of interacting with investors through
multiple channels. first, the Board of Directors established and
improved various investor relationship management systems, laying a
solid foundation for the construction of the organizational
structure of investor relationship work. second, the Board of
Directors delivered values and optimized efficient interaction
mechanisms for investors across multiple levels. Within the year,
it prepared and organized three online performance briefings and
two offline performance briefings, with over 300 investors actively
participating. It convened high-quality performance briefings to
engage in in-depth exchanges with investors and conducted 84
investor exchanges, with 1,122 investor receipts throughout the
year. Thirdly, it continued to attach great importance to the
protection of the rights and interests of minority shareholders,
obtained suggestions from the capital market, and presented
investors with a corporate image with clear strategies, effective
management, and excellent performance.
Part II Work Plan of
the Board of Directors in 2024
The year 2024 is a key year for
achieving the Company's "14th Five-Year Plan" goals and a crucial
year for implementing the action plan to deepen the reform of
state-owned enterprises and the special action to improve the
quality of listed companies of controlled subsidiaries of central
enterprises. The Board of Directors will remain committed to
fostering robust operations through continuous improvement,
balancing high-quality development with superior safety standards,
fulfilling energy supply responsibilities, driving green
transformation initiatives, accelerating market capability
building, and elevating our high-quality development to new
heights. The main work plan is as follows:
I.
Uniting Efforts for Development and Focusing on Enhancing Core
Functions
Enhancing core functions and
highlighting value creation. In the face of the complex and
ever-changing external background in the power industry, coupled
with multiple influencing factors, the Board of Directors will
adhere to the coordination between stock efficiency improvement and
incremental development. It is committed to accelerating the
transition towards clean and low-carbon energy, serving the
building of a new development landscape, comprehensively enhancing
our value creation capabilities, elevating our high-quality
development to new heights, and striving to reward our
shareholders.
The energy industry is developing
rapidly. With the rapid growth of energy demand in China, ensuring
a safe and reliable power supply is an important core function of
state-owned power enterprises. The development of a new power
system has entered an important stage of accelerated promotion, and
the competition in green transition has become more diverse. With
the deepening of the reform of the power market and the continuous
promotion of technological changes to adjust and upgrade the
industrial structure, power enterprises shall seize the opportunity
to take the initiative in pursuing change, actively adapting to
changes, and creating new quality productive forces.
To keep up with the development
trend of the power industry and firmly grasp the initiative of
development, the Board of Directors will take on the task of energy
supply with higher standards, promote the green and low-carbon
transition with more determined steps, adapt to the trend of power
marketization with more proactive actions, and enhance
technological innovation capabilities with greater
efforts.
II.
Implementing the Green Transition Strategy and Accelerating Clean
and Low-Carbon Development
Staying confident in the path of
green transition, the Board of Directors will fully follow the
national strategy of "Dual Carbon" goals, accelerate towards a
clean and low-carbon development path, and continuously promote the
development of new energy businesses.
The Board of Directors will follow
the requirements of strategic control, revise the Company's "14th
Five-Year Plan" for development during the interim, and further
clarify the target for the installed capacity of new energy.
Moreover, the Board of Directors will control the overall trend of
energy and continue to make breakthroughs in business expansion. In
the construction of the Yalong River Clean Energy Base, the Board
of Directors will unremittingly promote the acquisition of new
energy resources in the river basin, adhere to systematic thinking,
and combine power transmission channel resources with local
consumption capacity to steadily promote rolling development in the
Yalong River Basin and persistently improve overall benefits. It
will promote the development of new energy businesses based on the
basic principles of benefit priority and regional coordination and
actively strive for more resources.
The Board of Directors will take
multiple measures and make unremitting efforts to strive for new
energy projects, promote breakthroughs in multiple projects,
actively achieve expected development reserve targets, and
contribute to green development. In terms of infrastructure
construction and production, it will arrange the progress
reasonably and urge the early completion, early output, and early
contribution of the installed capacity.
III. Ensuring Energy Security and Strengthening the Drive for
Technological Innovation
Doing the utmost to ensure energy
supply, the Board of Directors will enhance technological
innovation capabilities to adapt to market trends, uphold the
bottom line of work safety, and fulfill the social responsibilities
of a central enterprise.
In China's current economic
backdrop, the characteristic of higher growth in power load than
power consumption has become increasingly apparent. To ensure a
safe and reliable power supply, the Board of Directors will well
manage work safety, solidly carry out the three-year action plan
for fundamental work safety improvement, and promote system
enhancement and infrastructure safety management. Moreover, the
Board of Directors will achieve "four in place" in terms of
standards, responsibilities, execution, and assessment, and ensure
sound work safety. The Board of Directors will reinforce the
implementation of responsibilities, equipment management, fuel
supply, hydropower dispatching, and emergency security, and enhance
power supply security capabilities through the "five
reinforcements".
Technological innovation constantly
promotes the adjustment and upgrading of the industrial structure,
and the application of new technologies can significantly reduce
the cost of power equipment. The Board of Directors will enhance
technological innovation capabilities, increase resource
investment, and encourage enterprises to solve key issues, make
breakthroughs in key technologies, and promote the application of
results. It will vigorously promote the application of new
technologies, research and tackle technical difficulties in
projects under construction, and accelerate the cultivation and
development of new quality productive forces.
IV.
Optimizing Internal Management and Steadily Improving Operation
Efficiency
Operating existing assets well and
exerting their due benefits is an important manifestation of the
core competitiveness of the power business. The Board of Directors
will focus on hydropower operation and management, stabilize
thermal power performance, and accelerate the standardization and
intensification of the management of new energy businesses. By
promoting specialized construction, the Board of Directors will
optimize management methods, consolidate the foundation for
sustainable development, establish the core competitiveness of
operation and management, and make greater contributions to
performance.
The Board of Directors will
continuously strengthen marketing efficiency, form a
market-oriented mindset, and improve the professional and
standardized management level of marketing. It will make good use
of national policies and formulate flexible marketing strategies.
Moreover, it will increase market development efforts and
continuously strengthen communication and reporting with competent
government authorities and trading institutions.
Guided by ensuring the promotion of
the Company's key work, the Board of Directors will leverage the
supporting role of human resources, continuously improve management
effectiveness, and better match and support strategic
implementation. It will explore and optimize incentive mechanisms
under new situations to stimulate endogenous driving forces for
high-quality development. It will continue to play the "baton" role
of performance assessment, focus on performance contribution and
value creation, constantly optimize the performance assessment
system, unblock the transmission mechanism of responsibility
pressure around the Company's key difficulties, strengthen the
rigid fulfillment of assessments, and encourage attention to
practical results and take the initiative to tackle difficulties
and promote the effective implementation of work.
V.
Promoting Value Delivery and Improving the Quality of Listed
Companies
The Board of Directors will solidly
carry out special work to improve the quality of listed companies,
optimize the platform landscape, promote its functional
performance, and facilitate improved governance and standardized
operations. Furthermore, it will strengthen endogenous growth and
innovative development, enhance market recognition and value
realization, and ensure that the high-quality development of listed
companies will be elevated to new heights.
The Board of Directors will
establish a multi-level value delivery mechanism, continuously
execute regulatory requirements from all parties, and solidly
enhance corporate governance. It will strengthen investor
relationship management, actively maintain good relations with
investors, enhance the Company's image in the capital market, and
build a comprehensive and multi-level value transmission work
system. Adhering to the concept of sustainable development, it will
establish a high-standard ESG "1+N" management system that is in
line with the Company's reality and has the characteristics of SDIC
Power, work together with stakeholders, and jointly create a green
future.
In 2023, the work of the Company's
Board of Directors proceeded smoothly under the support of
shareholders. Focusing on the positioning of "the pioneer of clean
energy and the leader in industry investment" and adhering to the
core pursuit of "Brighten Nature, Brighter Power", the Company
actively assumes environmental and social responsibility, actively
accelerates participation in the construction of a new power
system, and implements the national "Dual Carbon" strategy. The
year 2024 marks the 75th anniversary of the founding of the
People's Republic of China. Standing at a new historical starting
point, the Board of Directors will continue to advance reforms,
understand new characteristics and trends, embrace
responsibilities, forge ahead, aim to become a globally-trusted
investor & operator in integrated energy, and strive to write a
new chapter of high-quality development.
The above proposal has been
deliberated and approved at the 27th Meeting of the Twelfth Board
of Directors on April 29, 2024, and it is hereby presented to you
for deliberation and approval.
Proposal II
SDIC Power Holdings Co.,
Ltd.
2023 Work Report of the
Supervisory Committee
Dear shareholders and shareholder
representatives,
In 2023, the Supervisory Committee
of the Company satisfactorily fulfilled all its work with the
powers conferred by the Company
Law and the Articles of
Association of SDIC Power and safeguarded the legitimate
rights and interests of the Company and all its shareholders.
During the reporting period, the Supervisory Committee fulfilled
its duties and effectively supervised the Company's legal
enterprise governance, standardized financial operation,
related-party transactions, changes in accounting policies, etc.
The work of the Supervisory Committee in 2023 is reported as
follows:
I.
Meetings of Supervisory Committee in 2023
During the reporting period, the
Supervisory Committee of the Company held a total of seven meetings
according to the provisions of the Company Law and the Articles of Association, taking into
account the Company's reality. All meetings of the Supervisory
Committee were convened and chaired by the Chairman of the
Supervisory Committee. All members of the Supervisory Committee
attended each meeting, carefully reviewed and passed various
proposals, and effectively fulfilled their duties of review and
supervision. The convening of meetings of the Supervisory
Committee, the exercise of supervisors' rights, and the resolution
contents all comply with relevant provisions of the Company Law, the Articles of Association, and the
Rules of Procedure of the
Supervisory Committee.
The information on meetings of the
Supervisory Committee is as follows:
Session
|
Date
|
Topic
|
The 6th
Meeting of the Twelfth Supervisory Committee
|
April 14,
2023
|
1. Proposal on Signing a Financial Service
Agreement and Related-party Transaction with SDIC Finance Co.,
Ltd.;
2. Risk Assessment Report on SDIC Finance Co.,
Ltd.;
3. Proposal on Formulating the Risk Disposal
Plan for Handling Deposit and Loan Business in SDIC Finance Co.,
Ltd.;
4. Proposal on Signing a Financial Service
Agreement and Related-party Transaction with Rongshi International
Treasury Management Co., Ltd.;
5. Risk Assessment Report on Rongshi
International Treasury Management Co., Ltd.;
6. Proposal on Formulating the Risk Disposal
Plan for Handling Deposit and Loan Business in Rongshi
International Treasury Management Co., Ltd.;
|
The 7th
Meeting of the Twelfth Supervisory Committee
|
April 27,
2023
|
1. 2022 Work Report of the Supervisory
Committee;
2. Proposal on the Company's 2022 Annual Report
and Its Summary;
3. Proposal on 2022 Profit Distribution
Plan;
4. Proposal on 2022 Annual Financial
Statements;
5. Proposal on Deliberation of the 2022 Annual
Internal Control Evaluation Report of the
Company;
6. Proposal on Deliberation of the 2022 Annual
Comprehensive Risk Management Report of the
Company;
7. Proposal on Deliberation of the 2022 Internal
Audit Work Report of the Company;
8. Continuous Risk Assessment Report on SDIC
Finance Co., Ltd.;
9.
Continuous Risk Assessment Report on Rongshi International Treasury
Management Co., Ltd.;
10. Special Report on the 2022 Annual Deposit and
Use of Raised Funds;
11. Report on the First Quarter of
2023.
|
The 8th
Meeting of the Twelfth Supervisory Committee
|
June 28,
2023
|
Proposal on Changes in Accounting Policies
|
The 9th
Meeting of the Twelfth Supervisory Committee
|
August
28, 2023
|
1. Continuous Risk Assessment Report on SDIC
Finance Co., Ltd.;
2. Continuous Risk Assessment Report on Rongshi
International Treasury Management Co., Ltd.;
3. Special Report on the Deposit and Actual Use
of Raised Funds for the Half Year of 2023;
4. Semiannual Report of 2023.
|
The 10th
Meeting of the Twelfth Supervisory Committee
|
October
27, 2023
|
Report on the Third Quarter of 2023
|
The 11th
Meeting of the Twelfth Supervisory Committee
|
December
5, 2023
|
Proposal on the Change of Accounting Firm
|
The 12th
Meeting of the Twelfth Supervisory Committee
|
December
28, 2023
|
Proposal on 2024 Estimated Daily Related-Party
Transactions
|
II.
Opinions of the Supervisory Committee on Relevant Matters in
2023
(I) Legal operation of the
Company
In 2023, each supervisor inspected
and supervised the Company's production and operation, financial
status, decision-making on important matters, and other matters
related to the interests of minority shareholders with a rigorous
and prudent working attitude. The Supervisory Committee attended
the meetings of the Board of Directors as a non-voting member and
reviewed all the proposals of the Board of Directors. The
Supervisory Committee believes that the decision-making procedures
of the Board of Directors of the Company are legal, and finds no
director or managerial force performs any acts that may harm the
interests of shareholders of the Company while performing their
duties, nor any other behavior that violates laws and
regulations.
(II) Inspection of the Company's
financial status
In 2023, the Supervisory Committee
kept abreast of the Company's operation and financial situation,
and reviewed documents submitted by the Board of Directors,
including quarterly, semi-annual, and annual financial reports. The
Supervisory Committee believes that the preparation and review
procedures for the Company's periodic reports comply with the
relevant provisions of laws, regulations, and the Articles of Association; the contents
and formats of the Company's periodic reports conform to the
relevant regulations of the China Securities Regulatory Commission
and the Shanghai Stock Exchange, and the information contained
therein fairly reflects the Company's financial status and
operating results during the reporting period; BDO China Shu Lun
Pan CPAs (Special General Partnership) has issued unqualified
standard audit reports on the Company's 2023 annual financial
report, which is objective and fair.
(III) Related-party transactions of
the Company
During the reporting period, the
Supervisory Committee continuously supervised the related-party
transactions of the Company and believed that: the review
procedures for the Company's related-party transactions were legal
and effective, the principle of related-party pricing was fair, the
related-party transactions met the needs of the Company's operation
and development, and there was no damage to the interests of the
Company and its shareholders, especially minority
shareholders.
(IV) Use and management of the
Company's raised funds
During the reporting period, the
Supervisory Committee continuously supervised that the use and
management process of raised funds complied with laws and
regulations, reviewed the special report on the storage and use of
raised funds in 2022 and a half year of 2023, checked the relevant
progress of raised investment projects, and found no damage to the
rights and interests of the Company and minority
shareholders.
(V) Implementation of the internal
control system and review of the evaluation report for internal
control
During the reporting period, the
Supervisory Committee reviewed the annual internal control
evaluation report, understood the construction and operation of the
internal control system, and gave full play to its supervision and
guidance role. The Supervisory Committee believes that the Company
has established a relatively complete internal control system, the
existing internal control system meets the requirements of national
laws and regulations, as well as the actual needs of the Company's
current business operations, and it has been effectively
implemented in the Company's business management, playing a good
role in control and prevention; the internal control
self-evaluation report of the Company can truly, completely, and
objectively reflect the reality of the Company in the aspects of
internal control, and the Supervisory Committee has no objection to
the Board of Directors' internal control evaluation
report.
(VI) Changes in accounting
policies
The Supervisory Committee agreed to
make changes to the Company's accounting policies according to the
Accounting Standards for Business
Enterprises No. 16 issued by the Ministry of Finance in
2022.
III. Outlooks
In 2024, the Supervisory Committee
will continue to play its supervisory function, be diligent,
responsible, timely, and efficient, maintain close communication
with the management, ensure that the Board of Directors and the
management of the Company carry out their work in strict accordance
with the relevant provisions of the Company Law and the Articles of Association, implement the
resolutions of the General Meeting of Shareholders, and safeguard
the legitimate rights and interests of all shareholders.
In 2023, the work of the Company's
Board of Directors proceeded smoothly under the support of
shareholders. Focusing on the positioning of "the pioneer of clean
energy and the leader in industry investment" and adhering to the
core pursuit of "Brighten Nature, Brighter Power", the Company
actively assumes environmental and social responsibility, actively
accelerates participation in the construction of a new power
system, and implements the national "Dual Carbon" strategy. The
year 2024 marks the 75th anniversary of the founding of the
People's Republic of China. Standing at a new historical starting
point, the Board of Directors will continue to advance reforms,
understand new characteristics and trends, embrace
responsibilities, forge ahead, aim to become a globally-trusted
investor & operator in integrated energy, and strive to write a
new chapter of high-quality development.
The above proposal has been
deliberated and approved at the 14th Meeting of the Twelfth
Supervisory Committee on April 29, 2024, and it is hereby presented
to you for deliberation and approval.
Proposal III
SDIC Power Holdings Co.,
Ltd.
Report on Final Accounts of
the Company for 2023
Dear shareholders and shareholders'
representatives,
Based on the audit by BDO China Shu
Lun Pan CPAs (Special General Partnership), the Company achieved a
total profit of RMB 14.215 billion in 2023 and the net profit
attributable to the owners of the parent company of RMB 6.705
billion. As of December 31, 2023, the total assets in the Company's
consolidated statements were RMB 277.363 billion, and the total
equity attributable to owners of the parent company was RMB 59.067
billion, with an asset-liability ratio of 63.18%.
I.
Key Financial Indicators in 2023
Unit: RMB 10,000 Currency: RMB
|
2023
|
2022
|
YoY (%)
|
Operating revenue
|
5,671,186.25
|
5,048,924.36
|
12.32
|
Net profits attributed to
shareholders of listed company
|
670,493.70
|
408,067.73
|
64.31
|
Net profits attributable to the
shareholders of the listed company after deducting non-recurring
gain or loss
|
658,937.85
|
395,141.18
|
66.76
|
Net cash flow from operating
activities
|
2,126,812.26
|
2,196,350.17
|
-3.17
|
Net assets attributed to
shareholders of the listed company
|
5,906,652.90
|
5,451,440.77
|
8.35
|
Total assets
|
27,736,302.11
|
25,829,951.84
|
7.38
|
Basic earnings per share
(RMB/share)
|
0.8754
|
0.5215
|
67.86
|
Diluted earnings per share
(RMB/share)
|
0.8754
|
0.5215
|
67.86
|
Basic earnings per share net of
non-recurring gain or loss (RMB/share)
|
0.8599
|
0.5042
|
70.55
|
Weighted average return on equity
(%)
|
12.78%
|
8.25%
|
Increase
by 4.53 percentage points
|
Weighted average return on equity
(%) net of non-recurring gain or loss
|
12.55%
|
7.98%
|
Increase
by 4.57 percentage points
|
In 2023, the Company achieved annual
operating revenue of RMB 56.712 billion, a year-on-year increase of
12.32%, mainly due to the year-on-year increase in on-grid energy
and average on-grid tariff; the net profit attributable to the
owners of the parent company was RMB 6.705 billion, a year-on-year
increase of 64.31%; and the earnings per share was RMB 0.8754, a
year-on-year increase of 67.86%.
The specific analysis of main
operating revenues and operating costs is as follows:
In 2023, the Company achieved a main
operating revenue of RMB 56.312 billion, an increase of RMB 6.226
billion or 12.43% over 2022. There are two main reasons: first, the
thermal power sector increased and rushed for power generation,
resulting in a 14.93% year-on-year increase in on-grid energy,
leading to an increase in revenue; second, at the end of last year
and in the middle of this year, new units were put into operation,
increasing the installed capacity and a year-on-year increase in
revenue.
The main business revenue of thermal
power was RMB 22.874 billion, an increase of RMB 2.647 billion over
2022. The main reason is that thermal power enterprises actively
participated in spot market transactions this year, rushing for
power generation when hydropower output was insufficient, resulting
in a year-on-year increase in power generation, leading to an
increase in revenue.
The main business revenue of
hydropower was RMB 25.575 billion, an increase of RMB 1.808 billion
over 2022. There are two main reasons: first, the tariff from
Sichuan to Jiangsu rose this year; second, the Company actively
participated in market transactions this year and the settlement
tariff was high.
The main business revenue of wind
power was RMB 2.879 billion, an increase of RMB 525 million over
2022. There are two main reasons; first, Longtian Wind Power, which
was acquired by the Company at the beginning of the year, and
Hangjinqi Wind Power, Longmen Wind Power Phase III, and Beiqi Wind
Power, which were connected to the grid for power generation at the
end of last year, achieved profitability throughout the year,
increasing power generation; second, Laba Mountain Wind Power,
Ninghe Wind Power Phase II, and Qinzhou Dongyong Wind Power were
put into operation this year, increasing the installed capacity and
resulting in an increase in power generation and a year-on-year
increase in revenue.
The main business revenue of solar
power generation was RMB 1.676 billion, an increase of RMB 411
million over 2022. There are two main reasons: first, the newly
installed Guazhou Solar Power Station and Pingtang Leyang Solar
Power Station last year achieved profitability throughout the year,
increasing power generation; second, this year, new solar power
stations such as Kola Solar Power Station and Naomao Lake South
Solar Power Station were added, increasing the installed capacity
and resulting in a year-on-year increase in revenue.
The main business revenue of
waste-to-energy generation was RMB 112 million, down RMB 21 million
over 2022, and the main reason is that the tariff of C&G
Environmental Protection (Thailand) declined this year, leading to
a decrease in tariff revenue.
The main operating revenue of other
businesses was RMB 3.198 billion, an increase over 2022. There are
two reasons; first, the heating business revenue significantly
increased this year; second, the construction progress of the
Batang Toru Project was improved compared to the previous year,
resulting in an increase in revenue for the confirmed construction
period.
In 2023, the main operating costs of
the Company totaled RMB 36.011 billion, an increase of RMB 1.886
billion or 5.53% over 2022, including:
The main operating cost of thermal
power was RMB 20.407 billion, down RMB 221 million over 2022, due
to the decrease in overall coal costs affected by the decrease in
coal prices this year.
The main operating cost of
hydropower was RMB 10.191 billion, an increase of RMB 1.057 billion
over 2022, mainly due to the year-on-year increase in depreciation
expenses of the Yalong Hydro's hydropower stations in the middle
reaches were put into operation this year.
The main operating cost of wind
power was RMB 1.228 billion, an increase of RMB 234 million or
23.48% over 2022, mainly due to the increase in the installed
capacity of wind power from the addition of Ningxiang Gushanfeng
and Laba Mountain Wind Power this year and the increase of
depreciation costs.
The main operating cost of solar
power generation was RMB 758 million, an increase of RMB 187
million or 32.69% over 2022, mainly due to the increase in
depreciation scale since new solar power projects such as
Dachaoshan West Phase II and Pubei Yuansheng Distributed Solar
Power were added this year and new projects put into operation at
the end of last year operated throughout the year.
The main operating cost of
waste-to-energy generation was RMB 77 million, basically the same
as that of 2022.
The main operating cost of other
businesses was RMB 3.35 billion, an increase of RMB 628 million or
23.08% over 2022. There are two main reasons: first, it was
affected by the rise in heating business volume and coal costs;
second, the construction of the Batang Toru Project was promoted
year-on-year and the operating cost increased
accordingly.
II.
Profit Realization of the Company's Important Holding Companies in
2023
Unit: RMB
10,000 Currency: RMB
No.
|
Company
name
|
Shareholding ratio
(%)
|
2023 net
profit
|
1
|
Yalong
Hydro
|
52.00
|
865,795.90
|
2
|
SDIC
Beijiang
|
64.00
|
1,049.47
|
3
|
SDIC New
Energy Investment
|
64.89
|
73,786.52
|
4
|
SDIC
Genting Meizhouwan
|
51.00
|
25,175.73
|
5
|
SDIC
Qinzhou
|
61.00
|
94,947.57
|
6
|
Huaxia
Power
|
56.00
|
13,584.66
|
7
|
SDIC
Dachaoshan
|
50.00
|
58,868.94
|
As for the large fluctuations in the
operating performance of major investment companies, the analysis
is as follows:
Unit: RMB
10,000 Currency: RMB
No.
|
Company
name
|
Net profit
|
Increase or decrease
amount
|
Year-on-year
increase/decrease
|
Explanation of main reasons
for increase or decrease
|
2023
|
2022
|
1
|
Yalong
Hydro
|
865,795.90
|
736,061.62
|
129,734.28
|
17.63%
|
First, Kela Solar Power Station and
Laba Mountain Wind Power newly put into operation this year have
come into full play;
Second, the increase in settlement
tariff this year brought about an increase in electricity sales
revenue.
|
2
|
SDIC
Beijiang
|
1,049.47
|
-128,363.18
|
129,412.65
|
100.82%
|
First, the production cost of SDIC
Beijiang decreased due to the downturn in coal prices this
year;
Second, there was a year-on-year
increase in power generation and operating revenue this
year.
|
3
|
SDIC
Genting Meizhouwan
|
25,175.73
|
-21,834.22
|
47,009.95
|
215.30%
|
First, the production cost of SDIC
Genting Meizhouwan decreased due to the downturn in coal prices
this year;
Second, there was a year-on-year
increase in power generation and operating revenue this
year.
|
4
|
SDIC New
Energy Investment
|
73,786.52
|
60,662.83
|
13,123.70
|
21.63%
|
The projects put into operation last
year have come into full play throughout the year, and new solar
power and wind power projects have been put into operation this
year. The year-on-year increase in power generation has enhanced
the investment profitability of SDIC New Energy
Investment.
|
5
|
SDIC
Qinzhou
|
94,947.57
|
-17,421.15
|
112,368.72
|
645.01%
|
First, this year's rush to generate
power and the downturn of coal prices, power generation business
profits increased;
Second, the heating business volume
increased year-on-year this year, and the contribution of heating
profit increased.
|
6
|
Huaxia
Power
|
13,584.66
|
-7,196.86
|
20,781.51
|
288.76%
|
Affected by the downturn in coal
prices, the decrease in unit production costs has led to higher
profits.
|
7
|
SDIC
Dachaoshan
|
58,868.94
|
66,025.52
|
-7,156.58
|
-10.84%
|
The inflow of the Lancang River is
relatively low this year, and the power generation decreased
compared with the same period last year.
|
III. External Investment of the Company
In 2023, the headquarters of the
Company completed an external capital investment of RMB 3.726
billion. The details are as follows:
Unit: RMB
10,000 Currency: RMB
No.
|
Name of the invested
company
|
Investment amount in
2023
|
1
|
Yalong
River Hydropower Development Co., Ltd.
|
104,000.00
|
2
|
SDIC New
Energy Investment Co., Ltd.
|
35,399.69
|
3
|
SDIC
Huanneng Electric Power Co., Ltd.
|
12,000.00
|
4
|
SDIC
(Ordos) New Energy Investment Co., Ltd.
|
2,500.00
|
5
|
Shenyang
Jingbu Photovoltaic Power Co., Ltd.
|
3,050.00
|
6
|
SDIC
Qinzhou Second Power Co., Ltd.
|
27,000.00
|
7
|
SDIC
(Hainan) New Energy Co., Ltd.
|
3,400.00
|
8
|
Pingtang
Leyang New Energy Co., Ltd.
|
6,060.00
|
9
|
Guiding
Guoneng New Energy Co., Ltd.
|
1,100.00
|
10
|
Yunxian
Qianrun New Energy Co., Ltd.
|
18,146.00
|
11
|
Tianjin
Baodi Huifeng New Energy Co., Ltd.
|
1,479.00
|
12
|
Yuanjiang
County Qianrun New Energy Co., Ltd.
|
12,600.00
|
13
|
Huaning
Qianrun New Energy Co., Ltd.
|
4,000.00
|
14
|
Pingyang
Aoqi New Energy Co., Ltd.
|
1,200.00
|
15
|
SDIC
Xinjiang New Energy Co., Ltd.
|
70,200.00
|
16
|
SDIC
(Guangdong) Offshore Wind Power Development Co., Ltd.
|
1,530.00
|
17
|
SDIC
Jilin Dunhua Pumped-Storage Co., Ltd.
|
4,000.00
|
18
|
SDIC
Shiyan New Energy Co., Ltd.
|
2,045.00
|
19
|
SDIC
Inner Mongolia New Energy Co., Ltd.
|
1,000.00
|
20
|
Kunming
Dongchuan Qianrun New Energy Co., Ltd.
|
4,845.00
|
21
|
SDIC
Shaanxi New Energy Co., Ltd.
|
700.00
|
22
|
Shangyi
County Ruida New Energy Co., Ltd
|
4,550.00
|
23
|
Tianjin
Binhai Guoli New Energy Co., Ltd.
|
1,000.00
|
24
|
Pubei
Yuansheng New Energy Co., Ltd.
|
637.50
|
25
|
Yuxi
Qianrun New Energy Co., Ltd.
|
1,000.00
|
26
|
Ningxiang
Gushanfeng New Energy Development Co., Ltd.
|
17,970.00
|
27
|
Yangquan
Guoli New Energy Co., Ltd.
|
3,595.00
|
28
|
Pubei
Yuanli New Energy Co., Ltd.
|
9,070.00
|
29
|
SDIC
Zhejiang New Energy Co., Ltd.
|
2,000.00
|
30
|
SDIC
Tibet Renbu New Energy Co., Ltd.
|
9,400.00
|
31
|
SDIC
Tibet Nyima New Energy Co., Ltd.
|
4,580.00
|
32
|
Liaoning
Dalian Pumped-Storage Co., Ltd.
|
2,030.00
|
33
|
Jiangxi
Enpu Energy Technology Co., Ltd.
|
57.00
|
34
|
Compton
Energy (Yunnan) Co., Ltd.
|
500.00
|
|
Total
|
372,644.19
|
IV.
Assets Impairment
In 2023, the Company incurred a
total impairment loss of RMB 397,502,200 million within the scope
of consolidation, including an asset impairment loss of RMB
249,952,100 and a credit impairment loss of RMB
147,550,100.
The main provision for impairment is
as follows:
Unit: RMB
10,000 Currency: RMB
Impairment
item
|
Amount
|
Asset
impairment loss - equity impairment of Jaderock Investment in
Banten project
|
20,021.28
|
Credit
impairment loss - expected credit loss on accounts
receivable
|
15,067.35
|
V.
Guarantee
Unit: RMB
10,000 Currency: RMB
No.
|
Guarantor
|
Guaranteed party
|
Guarantee
method
|
Actual
guaranteed amount
|
New
guaranteed amount this year
|
1
|
SDIC
Power Holdings Co., Ltd.
|
PT North
Sumatera Hydro Energy
|
Guarantee
|
241,024.28
|
241,024.28
|
2
|
SDIC
Power Holdings Co., Ltd.
|
Inch Cape
Offshore Limited
|
Guarantee
|
25,821.85
|
958.83
|
3
|
SDIC
Power Holdings Co., Ltd.
|
Benbrack
Wind Farm Limited
|
Guarantee
|
23,716.07
|
-
|
4
|
Red Rock
Power Limited
|
Benbrack
Wind Farm Limited
|
Guarantee
|
711.38
|
-
|
5
|
Afton
Wind Farm (Holdings) Limited, Afton Wind Farm (BMO)
Limited
|
Afton
Wind Farm Limited
|
Pledge
|
50,972.67
|
|
6
|
Xiamen
Xinyuan Energy Environmental Technology Co., Ltd.
|
Newsky
(Bangkok) Environment & Technology Co., Ltd.
|
Guarantee
|
5,971.70
|
|
7
|
Xiamen
Xinyuan Energy Environmental Technology Co., Ltd.
|
C&G
Environmental Protection (Thailand) Co., Ltd.
|
Guarantee
|
8,068.22
|
|
-
|
Total
guarantee
|
|
|
356,286.17
|
241,983.11
|
VI.
Cash Flow
Unit: RMB
10,000 Currency: RMB
Item
|
2023
|
2022
|
Year-on-year
increase/decrease (%)
|
Reasons for increases or
decreases
|
I. Cash flows from operating
activities
|
1. Cash inflows from operating
activities
|
5,832,412.17
|
5,673,017.75
|
2.81
|
This year's power generation
increased year-on-year, resulting in a year-on-year increase in the
cash flow of power sales revenue.
|
2. Cash outflows from operating
activities
|
3,705,599.91
|
3,476,667.59
|
6.58
|
First, the power generation of
thermal power enterprises increased this year and coal procurement
increased;
Second, Yalong Hydro increased its
payment for reservoir management this year.
|
3. Net cash flow from operating
activities
|
2,126,812.26
|
2,196,350.17
|
-3.17
|
|
II. Cash flows from investing
activities
|
1. Cash inflows from investing
activities
|
51,033.40
|
74,476.67
|
-31.48
|
The dividends received from
shareholding enterprises this year decreased on a year-on-year
basis, and the cash received from disinvestment
decreased.
|
2. Cash outflows from investing
activities
|
2,116,659.02
|
1,643,358.72
|
28.80
|
Cash payments increased for the
acquisition of fixed assets, intangible assets, and other long-term
assets when new projects commenced this year.
|
3. Net cash flow from investing
activities
|
-2,065,625.62
|
-1,568,882.06
|
-31.66
|
|
III. Cash flows from financing
activities
|
1. Cash inflows from financing
activities
|
4,552,476.69
|
5,137,520.50
|
-11.39
|
This year, the income from
electricity charges increased and corporate loans decreased on a
year-on-year basis.
|
2. Cash outflows from financing
activities
|
4,646,387.87
|
5,494,942.06
|
-15.44
|
The loans repaid by enterprises in
the current year decreased on a year-on-year basis.
|
3. Net cash flow from financing
activities
|
-93,911.18
|
-357,421.56
|
73.73
|
|
IV. Net increase in cash and cash
equivalents
|
-28,955.81
|
272,644.01
|
-110.62
|
|
The above proposal has been
deliberated and approved at the 27th Meeting of the Twelfth Board
of Directors on April 29, 2024, and it is hereby presented to you
for deliberation and approval.
Proposal IV
SDIC Power Holdings Co.,
Ltd.
Proposal on 2024 Operation Plan
Dear shareholders and shareholder
representatives,
The year 2024 marks a key year to
fully implement the spirit of the 20th CPC National Congress and a
crucial year for implementing the "14th Five-Year Plan". In 2024,
China's economy is expected to continue its recovery trend,
supported by the reinforcement and effectiveness improvement of
China's macro policies, accelerated cultivation of new growth
drivers, accelerated release of reform dividends, accelerated
manifestation of the benefits of opening up, and a faster
replenishment of the output gap. This will underpin the robust
growth of China's economy, with an estimated GDP growth rate of
about 5%.
Regarding the power market,
according to the forecast of the China Electricity Council, total
electricity consumption across society in 2024 is expected to reach
9.8 trillion kWh, representing an increase of about 6% over 2023.
Additionally, it is estimated that the newly commissioned installed
capacity of power generation in 2024 will exceed 300 million kW
again, and the cumulative installed capacity of new energy power
generation will surpass the installed capacity of coal-fired power
generation for the first time.
Regarding the coal market, taking
into account the trends of the coal market in 2023 and changes in
coal demand, it is estimated that the coal supply and demand in
2024 may be slightly relaxed, with the market supply and demand
remaining broadly balanced. Overall, energy demand is expected to
grow steadily, and coal supply and demand will remain balanced.
However, due to factors such as resource conditions, regional
differences, hydropower and new energy development, and climate
change, structural and seasonal tensions in coal supply will
persist. As such, continued attention will be paid to factors such
as the trends of international imported coal, domestic raw coal
production, and port inventories.
In the face of complex internal and
external environments, the Company will strengthen forward-looking
analysis, innovate development models, continuously improve value
creation capabilities, enhance core competitiveness, build a solid
bottom line for risk prevention and control, constantly promote
high-quality development, and create better returns on investment
for shareholders.
The main business plans for 2024 are
as follows:
I.
Power Generation Plan
In 2024, it is estimated that SDIC
Power will complete 178.6 billion kWh of power generation within
the scope of consolidation. Among them, the power generation
capacity of various power sources of the Company is listed
below:
Unit: 100
million kWh
Item
|
Power generation
budget
|
Consolidation
|
1,786
|
Thermal
power
|
600
|
Hydropower
|
1,042
|
Wind
power
|
79
|
Solar
power
|
65
|
II.
Headquarters' Cost Plan
In 2024, the planned annual
expenditure of SDIC Power Headquarters is RMB 590 million,
including taxes and surcharges of RMB 1 million, administration
expenses of RMB 290 million, and financial expenses of RMB 300
million.
III. Annual Investment Expenditure
Plan
In 2024, SDIC Power plans to invest
RMB 6.41 billion in equity and RMB 34.65 billion in capital
construction, mainly used for the development of hydropower and new
energy projects.
IV.
Annual Financing Plan
In 2024, SDIC Power Headquarters
plans to raise a total of RMB 21 billion in annual domestic
financing, which is planned to be met by public issuance of
corporate bonds medium-term notes, or renewable bonds, or through
loans from financial institutions such as SDIC Finance Co., Ltd.
and banks.
SDIC Power and its overseas
wholly-owned subsidiaries plan to raise a total amount of RMB 3.85
billion in foreign currencies equivalent, which is planned to be
solved through loans from Rongshi International Holding Co., Ltd.,
its subsidiaries, and financial institutions.
In order to ensure the smooth
business development of the Company, the SDIC Power Headquarters
intends to apply for a total credit line of no more than RMB 35
billion from financial institutions, including but not limited to
loans, letters of guarantee, letters of credit, and other
comprehensive credit business.
The above proposal has been
deliberated and approved at the 27th Meeting of the Twelfth Board
of Directors on April 29, 2024, and it is hereby presented to you
for deliberation and approval.
Proposal V
SDIC Power Holdings Co.,
Ltd.
Proposal on 2023 Profit
Distribution Plan
Dear shareholders and shareholders'
representatives,
SDIC Power Holdings Co., Ltd.
(hereinafter referred to as "the Company") was audited by BDO China
Shu Lun Pan CPAs (Special General Partnership). According to the
audit, the net profit attributable to the owner of the parent
company in the 2023 annual consolidated statement of the Company is
RMB 6,704,936,953.85, and the net profit achieved in the statement
of the parent company is RMB 3,621,346,814.36. According to the
provisions set out in the Articles of Association and
Shareholder Return Plan for the
Next Three Years (2021-2023), the 2023 annual profit
distribution plan is proposed as follows:
I.
Distributable Profits
In accordance with the Accounting Standards for Business Enterprises
- Merger and the distributable profits of the parent
company, the distributable profits of the Company in 2023 are as
follows:
Unit:
RMB Currency: RMB
|
Merger
|
Parent
company
|
Undistributed profits at end of 2023
|
30,951,017,846.73
|
17,667,611,575.72
|
Including: net profit attributable to the parent company in
2023
|
6,704,936,953.85
|
3,621,346,814.36
|
Distributable opening profits carried forward
|
26,818,018,726.07
|
16,638,112,594.55
|
2022
dividends distributed
|
2,049,899,453.13
|
2,049,899,453.13
|
Appropriation to surplus reserves
|
362,134,681.44
|
362,134,681.44
|
Miscellaneous
|
159,903,698.62
|
179,813,698.62
|
According to the relevant laws and
regulations and the Articles of Association of the Company and
considering the interests of shareholders and the business
development needs of the Company, the Board of Directors hereby
submit the 2023 Profit Distribution Plan as follows:
1. The legal accumulation fund shall
be accrued as 10% of the net profit of the parent
company;
2. Cash dividends will be
distributed as RMB 0.4948 per share (tax-inclusive), accounting for
more than 55% of the net profit attributable to the parent company
in the consolidated statement of the Company in 2023.
II.
2023 Dividend Distribution Plan
Based on the total share capital of
7,454,179,797 shares at the end of 2023, a cash dividend
(tax-inclusive) of RMB 0.4948 per share was distributed, and a
total cash dividend of about RMB 3,688,328,163.56 was distributed,
accounting for 55% of the net profit attributable to the owners of
the parent company in 2023.
Dividend Distribution Plan of
the Company in Recent Three Years
Unit:
RMB Currency: RMB
Year of
dividend distribution
|
Number of
share bonus per 10 shares
|
Number of
dividends per 10 shares (RMB) (tax inclusive)
|
Number of
shares increase by transferring per 10 shares (share)
|
Amount of
cash dividends (including tax)
|
Net
profits attributed to shareholders of listed company in the Annual
Consolidated Statement of Dividend
|
Proportion in net profits attributed to shareholders of listed
company in the consolidated statement (%)
|
2023
|
-
|
4.9480
|
-
|
3,688,328,163.56
|
6,704,936,953.85
|
55.01
|
2022
|
-
|
2.7500
|
-
|
2,049,899,444.18
|
4,079,375,650.03
|
50.25
|
2021
|
-
|
1.6350
|
-
|
1,218,758,396.81
|
2,436,891,836.54
|
50.01
|
The cumulative cash dividend amount
in the last three years accounts for about 158% of the average
annual net profit of the Company's merger in the last three
years.
III. Notes
Maintaining continuity and stability
of the profit distribution policy, the Company has continuously
implemented a prudent cash dividend and profit distribution plan
since the listing while considering the Company's long-term
interests, the overall interests of all shareholders, and the
Company's sustainable development. This profit distribution plan
complies with the objective conditions of the Company and the
provisions of relevant laws, regulations, normative documents, and
the Articles of
Association, and will not affect the normal operation and
long-term development of the Company.
The above proposal has been
deliberated and approved at the 27th Meeting of the Twelfth Board
of Directors on April 29, 2024, and it is hereby presented to you
for deliberation and approval.
Proposal VI
SDIC Power Holdings Co.,
Ltd.
Proposal on Amending the
Articles of Association
Dear shareholders and shareholder
representatives,
The Company proposed to amend its
Articles of Association and make industrial and commercial
registration of changes according to the Trial Administrative
Measures of Overseas Securities Offering and Listing by Domestic
Companies and the Administrative Measures for Independent Directors
of Listed Companies issued by the China Securities Regulatory
Commission and the Guidelines for Articles of Association of Listed
Companies (Revised in 2023) and the Guidelines No. 1 of Shanghai
Stock Exchange for Self-regulation of Listed Companies -
Standardized Operation issued by Shanghai Stock Exchange, with
details as follows:
I.
Reasons and Main Contents of Amendments to the Articles of
Association
(I) The Notice on Implementing the Essential Articles
of Association for Overseas Listed Companies has been
abolished by the Trial
Administrative Measures of Overseas Securities Offering and Listing
by Domestic Companies (issued on February 17, 2023, and
implemented on March 31, 2023) and some provisions have been
deleted and revised.
(II) According to the Administrative
Measures for Independent Directors of Listed Companies issued in
2023, provisions on the proposal of independent directors to
convene an extraordinary General Meeting of Shareholders, the
nomination of independent director candidates, and obligations and
authorities of independent directors have been amended.
(III) Some provisions have been
added or deleted according to the Guidelines for Articles of
Association of Listed Companies (Revised in 2023) and the
Guidelines No. 1 of Shanghai Stock Exchange for Self-regulation of
Listed Companies - Standardized Operation.
II.
Clauses Amended in the Articles
of Association
It is proposed to amend the
following clauses in the Articles of Association of SDIC Power (see
the table below):
Existing
provision
|
Amended
provisions
(The amended or added
contents are
indicted by underline and
bold)
|
1.1 To protect the lawful rights and
interests of the Company, its shareholders, and creditors and
regulate the organization and actions of the Company, these
Articles of Association ("these Articles") are formulated according
to the Company Law of the
People's Republic of China (hereinafter referred to as the
"Company Law"), the Securities
Law of the People's Republic of China (hereinafter referred
to as the "Securities Law"), the Special Provisions of the State Council
Concerning the Floatation and Listing Abroad of Stocks by Limited
Stock Companies (hereinafter referred to as the "Special
Provisions"), the Essential
Articles of Association for Overseas Listed Companies
(hereinafter referred to as the "Essential Articles"), the
Constitution of the Communist
Party of China (hereinafter referred to as the "Constitution
of the CPC"), and other related regulations.
|
1.1 To protect the lawful rights and
interests of the Company, its shareholders, and creditors and
regulate the organization and actions of the Company, these
Articles of Association ("these Articles") are formulated according
to the Company Law of the People's Republic of China (hereinafter
referred to as the "Company Law"), the Securities Law of the
People's Republic of China (hereinafter referred to as the
"Securities Law"), the
Trial Administrative Measures of
Overseas Securities Offering and Listing by Domestic
Companies (hereinafter referred to as the "Trial
Administrative Measures"), the Guidelines No. 1 of Shanghai Stock Exchange
for Self-regulation of Listed Companies - Standardized
Operation (hereinafter referred to as "Standardized
Operation"), the Constitution of the Communist Party of
China (hereinafter referred to as the "Constitution of the
CPC"), and other related regulations.
|
1.2 The Company is a company limited
by shares established in accordance with the Company Law, the Special Provisions, and other
regulations in China (hereinafter referred to as "the Company").
The Company was approved by the [1989] No. 2 Document of the Hubei
Provincial Commission for Structural Reforms and established in the
form of a public offering. It was registered in the Hubei
Provincial Administration for Industry and Commerce and obtained a
business license. In 2002, due to changes in the Company's main
business, the Company was registered with the Gansu Provincial
Administration for Industry and Commerce instead and obtained a
business license. In 2014, due to the needs of company development,
the Company was registered with the State Administration for
Industry and Commerce instead. The Company's unified social credit
code is 911100002717519818.
|
1.2 The Company is a company limited
by shares established in accordance with the Company Law and other regulations in
China (hereinafter referred to as "the Company"). The Company was
approved by the [1989] No. 2 Document of the Hubei Provincial
Commission for Structural Reforms and established in the form of a
public offering. It was registered in the Hubei Provincial
Administration for Industry and Commerce and obtained a business
license. In 2002, due to changes in the Company's main business,
the Company was registered with the Gansu Provincial Administration
for Industry and Commerce instead and obtained a business license.
In 2014, due to the needs of company development, the Company was
registered with the State Administration for Industry and Commerce
instead. The Company's unified social credit code is
911100002717519818.
|
4.3.1 Independent directors have the
right to propose to the Board of Directors for an extraordinary
General Meeting of Shareholders. The Board of Directors shall,
subject to provisions of laws, administrative regulations, and
these Articles, give a written response to agree or disagree to
hold an extraordinary General Meeting of Shareholders within ten
(10) days after its receipt of the proposal for the extraordinary
General Meeting of Shareholders by independent
directors.
Where the Board of Directors agrees
to convene an extraordinary General Meeting of Shareholders, the
notice of convening the extraordinary General Meeting of
Shareholders will be issued within five days after the resolution
of the Board of Directors is made. Where the Board of Directors
does not agree to convene an extraordinary General Meeting of
Shareholders, it shall explain the reasons and make an
announcement.
|
4.3.1 With the consent of more than half of all
independent directors, independent directors have the right
to propose to the Board of Directors to convene an extraordinary
General Meeting of Shareholders. Where independent directors exercise such
right of proposal, the Company shall disclose promptly. Where the
above-mentioned right cannot be normally exercised, the Company
shall disclose the specific circumstances and reasons. The
Board of Directors shall, subject to provisions of laws,
administrative regulations, and these Articles, give a written
response to agree or disagree to hold an extraordinary general
meeting of shareholders within ten (10) days after its receipt of
the proposal for the extraordinary general meeting of shareholders
by independent directors.
Where the Board of Directors agrees
to convene an extraordinary general meeting of shareholders, the
notice of convening the extraordinary general meeting of
shareholders will be issued within five days after the resolution
of the Board of Directors is made. Where the Board of Directors
does not agree to convene an extraordinary general meeting of
shareholders, it shall explain the reasons and make an
announcement.
|
4.3.6 All costs and expenses as
necessary for the General Meeting of Shareholders convened by the
Supervisory Committee or shareholders shall be borne by the
Company. Where the Board of Directors does not agree to convene the
General Meeting of Shareholders due to Paragraph 3 of Article 4.3.3
in these Articles, the Supervisory Committee or the shareholders
shall convene a General Meeting of Shareholders. The expenses shall
be deducted from the amount owed by the Company to a defaulted
director.
|
4.3.6 All costs and expenses as
necessary for the General Meeting of Shareholders convened by the
Supervisory Committee or shareholders shall be borne by the
Company. If the Board
of Directors does not provide the register of shareholders, the
convener may use relevant notice on convening the General Meeting
of Shareholders to apply for that register to the securities
registration and settlement organization. The Register of
Shareholders obtained by the convener shall not be used for
purposes other than convening the General Meeting of
Shareholders.
|
4.4.2 Where the Company convenes a
General Meeting of Shareholders, the Board of Directors, the
Supervisory Committee, and the shareholder(s) holding more than
three percent of the shares in the Company individually or
collectively shall have the right to submit proposals to the
Company.
Shareholders individually or jointly
holding not less than three percent of the Company's shares may
submit a provisional proposal to the convener in writing ten (10)
days prior to the date of the General Meeting of Shareholders. The
convener shall issue a supplementary notice of the General Meeting
of Shareholders to announce the content of the provisional proposal
within two days after receiving the proposal.
Except for the circumstances in the
preceding provisions, the convener shall not modify those proposals
as listed in the notice of the general meeting of shareholders or
add any new proposal after giving the notice.
The General Meeting of Shareholders
shall not vote and make a resolution on any proposal not listed in
the notice of the General Meeting of Shareholders or not conforming
to 4.4.1 of these Articles.
|
4.4.2 Where the Company convenes a
general meeting of shareholders, the Board of Directors, the
Supervisory Committee, and the shareholder(s) holding more than
three percent of the shares in the Company individually or
collectively shall have the right to submit proposals to the
Company.
Where a qualified shareholder
submits a provisional proposal prior to the General Meeting of
Shareholders, the percentage of shares held between the issuance of
the notice of the proposal and the announcement of the resolution
of the meeting shall not be less than three
percent.
Where a shareholder proposes
a provisional proposal, it shall provide the convener with the
certification documents for holding more than three percent of the
shares of the listed company. Where a shareholder jointly proposes
a proposal by way of entrustment, the entrusting shareholder shall
issue a written authorization document to the entrusted
shareholder.
Shareholders individually or jointly
holding not less than three percent of the Company's shares may
submit a provisional proposal to the convener in writing ten (10)
days prior to the date of the general meeting of shareholders. The
convener shall issue a supplementary notice of the general meeting
of shareholders to announce the content of the provisional proposal
within two days after receiving the proposal.
Except for provisional
proposals, it is not allowed to modify the proposals listed in the
notice of the General Meeting of Shareholders or add new proposals
after the Company issues the notice of the General Meeting of
Shareholders.
|
4.4.5 The notice of the General
Meeting of Shareholders shall comply with the following
requirements:
(I) The notice shall be in
writing;
(II) The notice shall designate the
time, place, and duration of the meeting;
(III) The notice shall state the
matters and proposals to be discussed at the meeting;
(IV) The notice shall provide the
shareholders with materials and explanations needed by them for
making informed decisions on the matters for review, including but
not limited to providing the specific conditions and contract (if
any) of the proposed transactions when the Company proposes the
consolidation, share repo, capital stock reorganization or other
reorganization, and explaining the cause and consequence in
details;
(V) If any directors, supervisors,
managers, or other senior executives are materially interested in
the matters to be discussed, the nature and degree of the interest
shall be disclosed; if the effect of the matters to be discussed on
such directors, supervisors, the general manager, or other senior
executives as shareholders is different from that on other similar
shareholders, a detailed explanation shall be given;
(VI) The notice
shall bear the full text of any special resolution to be passed at
the meeting;
(VII)
The notice shall have a statement in clear words that: all
shareholders have the right to attend the General Meeting of
Shareholders, or may attend and vote in the meeting by proxy in
written form, who may not necessarily be the shareholder of the
Company;
(VIII) The notice shall state the
time and place for delivery of the meeting vote proxy;
(IX) The note shall designate the
date of equity registration for shareholders entitled to attend the
General Meeting of Shareholders; the interval between the date of
equity registration and the date of the meeting shall not be more
than seven (7) working days, and the date of equity registration
shall not be changed upon determination;
(X) The note shall specify the name
and telephone number of the standing contact person for the
meeting.
|
4.4.5 The notice of the General
Meeting of Shareholders shall include the
following:
(I) Date, place, and duration
of the meeting;
(II) Matters and proposals to
be discussed at the meeting;
(III) A statement in clear
words that: all shareholders have the right to attend the General
Meeting of Shareholders, or may attend and vote in the meeting by
proxy in written form, who may not necessarily be the shareholder
of the Company;
(IV) The date of equity
registration for shareholders entitled to attend the General
Meeting of Shareholders;
(V) Name and telephone number
of the standing contact person for the meeting;
(VI) Voting time and voting
procedures by online or other means.
The notice and supplementary
notice of the General Meeting of Shareholders shall fully and
completely disclose the specific contents of all the proposals. If
the independent directors shall give comments on matters proposed
to be discussed, the comments and reasons of the independent
directors shall be disclosed when the notice or supplemental notice
of the General Meeting of Shareholders is given.
The starting time of online
vote or other ways of voting of the General Meeting of Shareholders
shall not be earlier than 3:00 p.m. of the date before the on-site
convening of the General Meeting of Shareholders and later than
9:30 a.m. of the date of on-site convening of the meeting, while
the ending time shall not be before 3:00 p.m. of the date when the
on-site General Meeting of Shareholders ends.
The interval between the date
of equity registration and the date of the meeting shall not be
more than seven (7) working days. The date of equity registration
shall not be changed upon determination.
|
4.4.6 Where matters concerning the
election of directors and supervisors are to be discussed at the
General Meeting of Shareholders, the notice of the General Meeting
of Shareholders shall sufficiently disclose detailed information of
director and supervisor candidates, which shall at least
include:
(I) Education background, work
experience, part-time jobs, and other personal
information;
(II) Whether there is any
affiliation to the Company or the controlling shareholder and
actual controller of the Company;
(III) Disclosure of the number of
shares held in the Company;
(IV) Whether such candidates are
subject to any punishment by the China Securities Regulatory
Commission and other relevant departments and any disciplinary
action by stock exchanges. In addition to the election of directors
and supervisors by accumulative voting, each director or supervisor
candidate shall be put forward by a single proposal.
|
4.4.6 Where matters concerning the
election of directors and supervisors are to be discussed at the
General Meeting of Shareholders, the notice of the General Meeting
of Shareholders shall sufficiently disclose detailed information of
director and supervisor candidates, which shall at least
include:
(I) Education background, work
experience, part-time jobs, and other personal
information;
(II) Whether there is any
affiliation to the directors, supervisors, senior executives,
actual controller, and shareholders holding more than 5% shares of
the Company;
(III) Whether any circumstances prohibit such
candidates from serving as directors, supervisors, or senior
executives according to the Company Law, other laws and
regulations, and other relevant provisions;
(IV) The number of shares held in the
Company;
(V)
Whether such candidates are prohibited by the
China Securities Regulatory Commission from serving as directors,
supervisors, and senior executives in listed companies, and the
prohibition term has not yet expired;
(VI) Whether such candidates
are publicly recognized by any stock exchange as unfit to be
directors, supervisors, or senior executives of listed companies,
and the term has not yet expired;
(VII) Other important matters
required to be disclosed by the Shanghai Stock
Exchange.
In addition to the election of
directors and supervisors by accumulative voting, each director or
supervisor candidate shall be put forward by a single
proposal.
|
4.4.8 The General Meeting of
Shareholders shall not be postponed or canceled and those proposals
as listed in the notice of the General Meeting of Shareholders
shall not be canceled without justified reasons after the giving of
the notice. In case of postponement or cancellation, the convener
shall proclaim it and explain the reasons at least two (2) working
days before the originally determined date of the
meeting.
|
4.4.8 The general meeting of
shareholders shall not be postponed or canceled and those proposals
as listed in the notice of the general meeting of shareholders
shall not be canceled without justified reasons after the giving of
the notice. In case of postponement or cancellation, the convener
shall proclaim it and explain the reasons at least two (2) working
days before the originally determined date of the meeting.
If the General Meeting
of Shareholders is postponed, the date of the postponed meeting
shall also be disclosed.
|
4.5.2 All shareholders registered on
the date of equity registration or their proxies shall be entitled
to attend the General Meeting of Shareholders. They are also
entitled to vote according to relevant laws, regulations, and these
Articles.
Any shareholder who has the right to
attend and vote at the General Meeting of Shareholders may attend
the General Meeting of Shareholders in person or may appoint one or
more persons (who may not be shareholders of the Company) as
his/her proxy/proxies and attend and vote at the meeting on his/her
behalf. The shareholder's proxy, under the authorization of such
shareholder, may exercise the following rights:
(I) Exercising the shareholder's
right to speak at the General Meeting of Shareholders;
( II) Requesting on its initiative
or jointly with others to vote by poll;
(III) Voting rights shall be
exercised by a show of hands or a poll, but if more than one
shareholder's proxy is appointed, such shareholder's proxy shall
only exercise the voting rights by poll.
|
4.5.2 All shareholders registered on
the date of equity registration or their proxies shall be entitled
to attend the general meeting of shareholders. They are also
entitled to vote according to relevant laws, regulations, and these
Articles.
Any shareholder who has the right to
attend and vote at the General Meeting of Shareholders may attend
the General Meeting of Shareholders in person or may appoint one
person (who may not be a shareholder of the Company) as his/her
proxy and attend and vote at the meeting on his/her behalf. The
shareholder's proxy, under the authorization of such shareholder,
may exercise the following rights:
(I) Exercising the shareholder's
right to speak at the general meeting of shareholders;
( II) Requesting on its initiative
or jointly with others to vote by poll.
|
4.5.13 The Board of Directors and
the Supervisory Committee shall report to the General Meeting of
Shareholders on their work in the past year at the Annual General
Meeting of Shareholders. Each independent director shall also give
his/her report on work.
|
4.5.13 The Board of Directors and
the Supervisory Committee shall report to the General Meeting of
Shareholders on their work in the past year at the Annual General
Meeting of Shareholders. Each independent director shall also
submit to the Annual
General Meeting of Shareholders an annual report on his/her
performance of duties.
|
4.5.16 There shall be minutes of the
General Meeting of Shareholders, which shall be taken by the
Secretary of the Board of Directors. The minutes shall
record:
(I) Time, place, agenda, and name of
the convener of the meeting;
(II) Names of the meeting moderator
and directors, supervisors, the general manager, and other senior
executives present at or attending the meeting;
(III) Number of shareholders and
proxies attending the meeting, total number of voting shares held
by them, and their proportion in the total number of shares of the
Company;
(IV) Consideration process, main
points of address, and voting results of each proposal;
(V) Inquiries or suggestions raised
by shareholders and the corresponding replies or
explanations;
(VI) Names of the lawyer, vote
counter, and scrutineer;
(VII) Other information that shall
be recorded in the minutes as stipulated herein.
|
4.5.16 There shall be minutes of the
General Meeting of Shareholders, which shall be taken by the
Secretary of the Board of Directors. The minutes shall
record:
(I) Time, place, agenda, and name of
the convener of the meeting;
(II) Names of the meeting moderator
and directors, supervisors, the general manager, the Secretary of the Board of
Directors, and other senior executives present at or
attending the meeting;
(III) Number of shareholders and
proxies attending the meeting, total number of voting shares held
by them, and their proportion in the total number of shares of the
Company;
(IV) Consideration process, main
points of address, and voting results of each proposal;
(V) Inquiries or suggestions raised
by shareholders and the corresponding replies or
explanations;
(VI) Names of the lawyer, vote
counter, and scrutineer;
(VII) Other information that shall
be recorded in the minutes as stipulated herein.
|
4.6.1 Resolutions of the General
Meeting of Shareholders include ordinary and special
resolutions.
Any ordinary resolution of the
General Meeting of Shareholders shall be passed with more than 1/2
of the voting rights held by the shareholders (including
shareholders' proxies) who attend the meeting.
Any special resolution of the
General Meeting of Shareholders shall be passed with more than
two-thirds of the voting rights held by the shareholders (including
shareholders' proxies) who attend the meeting.
|
4.6.1 Resolutions of the General
Meeting of Shareholders include ordinary and special
resolutions.
Any ordinary resolution of the
General Meeting of Shareholders shall be passed with more than half of the voting
rights held by the shareholders (including shareholders' proxies)
who attend the meeting.
Any special resolution of the
General Meeting of Shareholders shall be passed with more than
two-thirds of the voting rights held by the shareholders (including
shareholders' proxies) who attend the meeting.
|
4.6.7 The list of director and
supervisor candidates shall be submitted to the General Meeting of
Shareholders for voting in the form of a proposal.
When the General Meeting of
Shareholders conducts voting to elect the directors or supervisors,
cumulative voting shall apply according to these Articles or a
resolution of the General Meeting of Shareholders. The
aforementioned directors include independent directors and
non-independent directors, and supervisors specifically refer to
supervisors who are not represented by employees. The directors and
supervisors served by employee representatives shall be
democratically elected or replaced by the employees of the Company,
and the relevant provisions of this article on the election at the
General Meeting of Shareholders and cumulative voting system shall
not apply.
The above-mentioned cumulative
voting system means that each share has voting rights of the same
number of directors or supervisors to be elected and voting rights
held by a shareholder can be used in a centralized way in case of
election of directors or supervisors at the General Meeting of
Shareholders. Director and supervisor candidates with the most
votes shall be elected and the number of votes cast for the elected
directors and supervisors shall exceed 50% (including 50%) of the
total shares held by shareholders attending the General Meeting of
Shareholders.
To ensure that the election of
independent directors meets the regulations, the Company conducts
separate elections for independent directors and non-independent
directors, both using the cumulative voting system. The specific
operation is as follows: In the election of independent directors,
each shareholder present at the meeting is entitled to such number
of votes as equal to the product of the total number of shares held
by it and the number of independent directors to be elected at the
General Meeting of Shareholders, and such votes can only be used
for the independent director candidates in the General Meeting of
Shareholders. In the election of non-independent directors, each
shareholder present at the meeting is entitled to such number of
votes as equal to the product of the total number of shares held by
it and the number of non-independent directors to be elected at the
General Meeting of Shareholders, and such votes can only be used
for candidates of non-independent directors in the General Meeting
of Shareholders.
In the election of supervisors in
the Company, each shareholder present at the meeting is entitled to
such number of votes as equal to the product of the total number of
shares held by it and the number of supervisors to be elected at
the General Meeting of Shareholders, and such votes can only be
used for the candidates of supervisors in the General Meeting of
Shareholders.
If the number of directors or
supervisors elected at the General Meeting of Shareholders falls
short of the required number, or if there are multiple candidates
with the same number of votes but only one can be elected as a
director or supervisor, a second round of voting shall be conducted
for the remaining positions until all the required directors and
supervisors are elected. During the second round of voting, the
total number of voting rights of each shareholder participating in
the vote is equal to the product of the number of shares held by it
and the number of directors or supervisors still needed to be
elected. Any matters not covered by the cumulative voting method
shall be resolved through consultation between the moderator of the
meeting and the shareholders attending the meeting. If consensus
cannot be reached through consultation, it shall be handled
following the opinion passed by the shareholders present at the
meeting with half or more of the voting rights.
The Board of Directors shall
announce to the shareholders the resumes and basic information of
director and supervisor candidates.
|
4.6.7 The list of director and
supervisor candidates shall be submitted to the General Meeting of
Shareholders for voting in the form of a proposal.
When the General Meeting of
Shareholders conducts voting to elect the directors or supervisors,
cumulative voting shall apply according to these Articles or a
resolution of the General Meeting of Shareholders. The
aforementioned directors include independent directors and
non-independent directors, and supervisors specifically refer to
supervisors who are not represented by employees. The directors and
supervisors served by employee representatives shall be
democratically elected or replaced by the employees of the Company,
and the relevant provisions of this article on the election at the
General Meeting of Shareholders and cumulative voting system shall
not apply.
The above-mentioned cumulative
voting system means that each share has voting rights of the same
number of directors or supervisors to be elected and voting rights
held by a shareholder can be used in a centralized way in case of
election of directors or supervisors at the General Meeting of
Shareholders. Director and supervisor candidates with the most
votes shall be elected and the number of votes cast for the elected
directors and supervisors shall exceed 50% of the total shares held
by shareholders attending the General Meeting of
Shareholders.
To ensure that the election of
independent directors meets the regulations, the Company conducts
separate elections for independent directors and non-independent
directors, both using the cumulative voting system. The specific
operation is as follows: In the election of independent directors,
each shareholder present at the meeting is entitled to such number
of votes as equal to the product of the total number of shares held
by it and the number of independent directors to be elected at the
General Meeting of Shareholders, and such votes can only be used
for the independent director candidates in the General Meeting of
Shareholders. In the election of non-independent directors, each
shareholder present at the meeting is entitled to such number of
votes as equal to the product of the total number of shares held by
it and the number of non-independent directors to be elected at the
General Meeting of Shareholders, and such votes can only be used
for candidates of non-independent directors in the General Meeting
of Shareholders.
In the election of supervisors in
the Company, each shareholder present at the meeting is entitled to
such number of votes as equal to the product of the total number of
shares held by it and the number of supervisors to be elected at
the General Meeting of Shareholders, and such votes can only be
used for the candidates of supervisors in the General Meeting of
Shareholders.
If the number of directors or
supervisors elected at the General Meeting of Shareholders falls
short of the required number, or if there are multiple candidates
with the same number of votes but only one can be elected as a
director or supervisor, a second round of voting shall be conducted
for the remaining positions until all the required directors and
supervisors are elected. During the second round of voting, the
total number of voting rights of each shareholder participating in
the vote is equal to the product of the number of shares held by it
and the number of directors or supervisors still needed to be
elected. Any matters not covered by the cumulative voting method
shall be resolved through consultation between the moderator of the
meeting and the shareholders attending the meeting. If consensus
cannot be reached through consultation, it shall be handled
following the opinion passed by the shareholders present at the
meeting with more than half of the voting
rights.
The Board of Directors shall
announce to the shareholders the resumes and basic information of
director and supervisor candidates.
|
4.6.11 Unless otherwise required by
the listing rules of the stock exchange on which the Company's
shares are listed and/or relevant laws, regulations, and
provisions, or before or after a show of hands the following
persons demand a vote by poll, the General Meeting of Shareholders
shall vote by a show of hands:
(I) The moderator of the
meeting;
(II) At least two shareholders or
their proxies with voting rights;
(III) One or more shareholders
(including their proxies) individually or collectively holding more
than 10% (included) of the voting shares at the meeting.
Unless a vote by poll is proposed,
the moderator of the meeting shall announce the adoption of the
resolution as per the result of a show of hands, which shall be
recorded in the minutes of the meeting as the final basis, without
proving the number of votes for or against the resolution adopted
at the meeting or its proportion.
A request for a vote by poll may be
withdrawn by the proposer.
|
Deleted.
|
4.6.12 If the matter required to be
voted on by poll is about electing the moderator or terminating the
meeting, voting by poll shall be made immediately. Other matters
required to be voted on by poll shall be determined by the
moderator in terms of the time of voting. The meeting could go on,
other matters could be discussed and the voting result is still
deemed as the resolution approved at such meeting.
|
Deleted.
|
4.6.13 At the time of vote by poll,
shareholders with two or more polls of voting rights (including
shareholders' proxies) need not vote for or against all voting
rights.
|
Deleted.
|
4.6.14 In the case of equal
affirmative and dissenting votes, the shareholder acting as the
moderator of the meeting shall have the right to cast one more
vote.
|
Deleted. Serial numbers
4.6.15-4.6.22 are changed to 4.6.11-4.6.18 sequentially.
|
5.1.1 Directors shall be elected or
replaced by the General Meeting of Shareholders and the term of
office of directors is three years. Directors may serve consecutive
terms if elected successfully upon the expiry of the term of
office. Before a director's term of office expires, the General
Meeting of Shareholders cannot terminate his or her duties without
a reason. There shall be employee representatives of the Company
among the members of the Board of Directors. After a democratic
election or replacement by the Company's employees, the employee
representatives who serve as directors directly join the Board of
Directors.
A director's term of office
commences from the date he or she takes up the appointment until
the current term of service of the Board of Directors expires. If a
director's term of office expires but a new director is not yet
appointed, before the newly elected director takes up an
appointment, the original director shall still carry out his or her
duties according to the law, administrative regulations, department
regulations, and these Articles.
A director's post can also be taken
up by the General Manager or other Executives. However, the total
number of General Manager or other Senior Executives who are also
directors shall not exceed half the total number of
directors.
A director needs not hold any shares
in the Company.
|
5.1.1 Directors shall be elected or
replaced by the General Meeting of Shareholders and the term of
office of directors is three years. Directors may serve consecutive
terms if elected successfully upon the expiry of the term of
office. Before a director's term of office expires, the General
Meeting of Shareholders cannot terminate his or her duties without
a reason. There shall be employee representatives of the Company
among the members of the Board of Directors. After a democratic
election or replacement by the Company's employees, the employee
representatives who serve as directors directly join the Board of
Directors.
A director's term of office
commences from the date he or she takes up the appointment until
the current term of service of the Board of Directors expires. If a
director's term of office expires but a new director is not yet
appointed, before the newly elected director takes up an
appointment, the original director shall still carry out his or her
duties according to the law, administrative regulations, department
regulations, and these Articles.
The general manager or other senior
executive may concurrently serve as a director, but the total
number of directors who concurrently serve as the general manager
or other senior executive and directors who are employee
representatives shall not exceed one-half of the total
number of directors of the Company.
A director needs not hold any shares
in the Company.
|
5.1.2 Director candidates other than
independent directors and employee directors shall be nominated by
the Board of Directors and shareholders who individually or jointly
hold more than three percent of the issued shares of the Company
and elected by the General Meeting of Shareholders of the
Company.
|
5.1.2 Director candidates other than
independent directors and employee directors shall be nominated by
the Board of Directors and shareholders who individually or jointly
hold more than three percent of the issued shares of the Company
and elected by the General Meeting of Shareholders of the Company.
The Board of Directors,
Supervisory Committee, and the shareholders individually or jointly
holding more than one percent of the issued capital stock of the
Company can nominate the candidates of independent directors who
shall go through the election of the General Meeting of
Shareholders. Legally established investor protection institutions
may publicly request shareholders to entrust them to exercise the
right to nominate independent directors on their
behalf.
|
5.1.10 Independent directors shall
perform duties according to laws, administrative regulations, and
relevant provisions of the China Securities Regulatory Commission
and stock exchanges.
|
5.1.10 Independent directors
should bear the duties
of loyalty and diligence to the listed company and all
shareholders. They should carefully perform their duties
according to laws, administrative regulations, the provisions of the China
Securities Regulatory Commission, business rules of stock
exchanges, and the
Articles of Association,
play a role in participating in decision-making, supervision,
balancing, and providing professional advice in the Board of
Directors, safeguard the overall interests of listed companies, and
protect the legitimate rights and interests of minority
shareholders.
|
5.2.8 The Board of Directors shall
establish strict review and decision-making procedures according to
the authority for transactions such as foreign investment, purchase
and sale of major assets, pledge of assets, external guarantees,
related-party transactions, and external donations as stipulated in
these Articles. Major investment projects shall be reviewed by
relevant experts and professionals and submitted to the General
Meeting of Shareholders for approval.
(I) The following transactions of
the Company or its controlled subsidiaries (except that the Company
provides guarantees and receives cash assets and debts which purely
reduce the Company's obligations) shall be reviewed and approved by
the Board of Directors:
1. The total amount of the assets
involved in such transaction (calculated based on the higher of the
book value and estimated value if both exist) accounts for more
than one percent and less than fifty percent of the audited total
assets of the Company for the latest fiscal year;
2. The net assets involved in the
transaction object (such as equity) (calculated based on the higher
of the book value and estimated value if both exist) account for
more than one percent and less than fifty percent of the audited
net assets of the Company for the latest fiscal year, or with an
absolute amount of less than RMB 50 million although the
aforementioned criteria are met;
3. The transaction has a turnover
(including assumed debts and expenses) of more than one percent and
less than fifty percent of the audited net assets of the Company
for the latest fiscal year, or with an absolute amount of less than
RMB 50 million although the aforementioned criteria are
met;
4. Profits from the transaction
account for more than one percent and less than fifty percent of
the audited net profits of the Company for the latest fiscal year,
or with an absolute amount of less than RMB 5 million although the
aforementioned criteria are met;
5. Relevant operating revenue of the
transaction object (such as stock equity) in the latest fiscal year
accounts for more than one percent and less than fifty percent of
the audited operating revenue of the Company for the latest fiscal
year, or with an absolute amount of less than RMB 50 million
although the aforementioned criteria are met;
6. Relevant net profit of the
transaction object (such as stock equity) in the latest fiscal year
accounts for more than one percent and less than fifty percent of
the audited net profits of the Company for the latest fiscal year,
or with an absolute amount of less than RMB 5 million although the
aforementioned criteria are met.
If the data involved in the above
indicators are negative, the absolute value shall be taken for the
calculation.
The external guarantees incurred by
the Company shall be submitted to the General Meeting of
Shareholders for review and approval by the Board of Directors,
except for those stipulated by laws and regulations, regulatory
authorities, and Article 4.2.2 of these Articles.
(II) The following transactions
occurring in the Company (except that the Company provides
guarantees, receives cash assets and debts which purely reduce the
Company's obligations) shall be reviewed and approved by the
chairman as authorized by the Board of Directors:
1. The total amount of the assets
involved in such a transaction (calculated based on the higher of
the book value and estimated value if both exist) accounts for more
than one percent and less than ten percent of the audited total
assets of the Company for the latest fiscal year;
2. The net assets involved in
transaction object (such as equity) (calculated based on the higher
of the book value and estimated value if both exist) account for
more than one percent and less than ten percent of the audited net
assets of the Company for the latest fiscal year;
3. The transaction has a turnover
(including assumed debts and expenses) of more than one percent and
less than ten percent of the audited net assets of the Company for
the latest fiscal year;
4. Profits from the transaction
account for more than one percent and less than ten percent of the
audited net profits of the Company for the latest fiscal
year;
5. Relevant operating revenue of the
transaction object (such as stock equity) in the latest fiscal year
accounts for more than one percent and less than ten percent of the
audited operating revenue of the Company for the latest fiscal
year;
6. Relevant net profit of the
transaction object (such as stock equity) in the latest fiscal year
accounts for more than one percent and less than ten percent of the
audited net profits of the Company for the latest fiscal
year.
If the data involved in the above
indicators are negative, the absolute value should be taken for the
calculation.
(III) The external donations of the
Company shall be approved by the Board of Directors, and the
general manager shall be authorized to make decisions on matters
with a single amount of RMB 30 million or less.
|
5.2.8 The Board of Directors shall
determine the
authorities over foreign investment, purchase and sale of assets, pledge of
assets, external guarantees, entrusted financing, related-party
transactions, and external donations, and establish strict
examination and decision-making procedures. Key investment projects
shall be reviewed by the relevant experts and professionals and
submitted to the General Meeting of Shareholders for
approval.
(I) The following transactions of
the Company or its controlled subsidiaries (except that the Company
provides guarantees and receives cash assets and debts which purely
reduce the Company's obligations) should be reviewed and approved
by the Board of Directors:
1. The total amount of the assets
involved in such transaction (calculated based on the higher of the
book value and estimated value if both exist) accounts for more
than one percent and less than fifty percent of the audited total
assets of the Company for the latest fiscal year;
2. The net assets involved in the
transaction object (such as equity) (calculated based on the higher
of the book value and estimated value if both exist) account for
more than one percent and less than fifty percent of the audited
net assets of the Company for the latest fiscal year, or with an
absolute amount of less than RMB 50 million although the
aforementioned criteria are met;
3. The transaction has a turnover
(including assumed debts and expenses) of more than one percent and
less than fifty percent of the audited net assets of the Company
for the latest fiscal year, or with an absolute amount of less than
RMB 50 million although the aforementioned criteria are
met;
4. Profits from the transaction
account for more than one percent and less than fifty percent of
the audited net profits of the Company for the latest fiscal year,
or with an absolute amount of less than RMB 5 million although the
aforementioned criteria are met;
5. Relevant operating revenue of the
transaction object (such as stock equity) in the latest fiscal year
accounts for more than one percent and less than fifty percent of
the audited operating revenue of the Company for the latest fiscal
year, or with an absolute amount of less than RMB 50 million
although the aforementioned criteria are met;
6. Relevant net profit of the
transaction object (such as stock equity) in the latest fiscal year
accounts for more than one percent and less than fifty percent of
the audited net profits of the Company for the latest fiscal year,
or with an absolute amount of less than RMB 5 million although the
aforementioned criteria are met.
If the data involved in the above
indicators are negative, the absolute value should be taken for the
calculation.
The external guarantees incurred by
the Company should be submitted to the general meeting of
shareholders for review and approval by the Board of Directors,
except for those stipulated by laws and regulations, regulatory
authorities, and Article 4.2.2 of these Articles.
(II) The following transactions
occurring in the Company (except that the Company provides
guarantees, receives cash assets and debts which purely reduce the
Company's obligations) should be reviewed and approved by the
chairman as authorized by the Board of Directors:
1. The total amount of the assets
involved in such a transaction (calculated based on the higher of
the book value and estimated value if both exist) accounts for more
than one percent and less than ten percent of the audited total
assets of the Company for the latest fiscal year;
2. The net assets involved in
transaction object (such as equity) (calculated based on the higher
of the book value and estimated value if both exist) account for
more than one percent and less than ten percent of the audited net
assets of the Company for the latest fiscal year;
3. The transaction has a turnover
(including assumed debts and expenses) of more than one percent and
less than ten percent of the audited net assets of the Company for
the latest fiscal year;
4. Profits from the transaction
account for more than one percent and less than ten percent of the
audited net profits of the Company for the latest fiscal
year;
5. Relevant operating revenue of the
transaction object (such as stock equity) in the latest fiscal year
accounts for more than one percent and less than ten percent of the
audited operating revenue of the Company for the latest fiscal
year;
6. Relevant net profit of the
transaction object (such as stock equity) in the latest fiscal year
accounts for more than one percent and less than ten percent of the
audited net profits of the Company for the latest fiscal
year.
If the data involved in the above
indicators are negative, the absolute value should be taken for the
calculation.
(III) The external donations of the
Company shall be approved by the Board of Directors, and the
general manager shall be authorized to make decisions on matters
with a single amount of RMB 30 million or less.
|
5.2.16 A meeting of the Board of
Directors may not be held unless more than half of the directors
are present. The Board of Directors shall make resolutions. Except
for the circumstances in which directors should avoid voting
according to relevant laws, regulations, and the provisions of
these Articles, more than half of the directors of the Company must
vote for the proposal. The Board of Directors shall make
resolutions on guarantee matters within its authority according to
the provisions of these Articles. In addition to the agreement of
more than half of all directors of the Company, the resolutions
must also be approved by more than two-thirds of the directors
present at the meeting. If it is stipulated in laws, administrative
regulations, and these Articles that the Board of Directors shall
obtain the consent of more directors when creating a resolution,
such stipulation shall apply.
The one-person-one-vote system shall
be practiced when resolutions of the Board of Directors are put to
vote. In the case of equal affirmative and dissenting votes, the
Chairman has the right to cast one more vote.
|
5.2.16 A meeting of the Board of
Directors may not be held unless more than half of the directors
are present. The Board of Directors shall make resolutions. Except
for the circumstances in which directors should avoid voting
according to relevant laws, regulations, and the provisions of
these Articles, more than half of the directors of the Company must
vote for the proposal. The Board of Directors shall make
resolutions on guarantee matters within its authority according to
the provisions of these Articles. In addition to the agreement of
more than half of all directors of the Company, the resolutions
must also be approved by more than two-thirds of the directors
present at the meeting. If it is stipulated in laws, administrative
regulations, and these Articles that the Board of Directors shall
obtain the consent of more directors when creating a resolution,
such stipulation shall apply.
The one-person-one-vote system shall
be practiced when resolutions of the Board of Directors are put to
vote.
|
6.2 The provisions of Article 5.1.3
of these Articles concerning directors' duties of loyalty and Items
(IV) to (VI) of Article 5.1.4 concerning the duties of diligence
shall also apply to senior executives.
|
6.2 The provisions of Article
5.1.4 of these
Articles concerning directors' duties of loyalty and Items (IV) to
(VI) of Article 5.1.5 concerning the duties of diligence
shall also apply to senior executives.
|
6.3 A person holding a position,
other than a director or supervisor, in the organization of the
controlling shareholder or the actual controller of the Company,
cannot become a senior executive of the Company.
|
6.3 A person holding other
administrative
position, other than a director or supervisor, in the organization
of the controlling shareholder or the actual controller of the
Company, cannot become a senior executive of the
Company.
|
6.10 A director or other senior
executive of the Company may also act as the Secretary of the Board
of Directors. Accountants from accounting firms employed by the
Company shall not serve as the Secretary of the Board of Directors
of the Company concurrently.
Where the Secretary of the Board of
Directors concurrently serves as a director and a certain action
shall be performed by the director and the Secretary of the Board
of Directors respectively, the person concurrently serving as the
director and the Secretary of the Board of Directors shall not
perform this action in a dual capacity.
|
Deleted. Serial numbers 6.11-6.13
are changed to 6.10-6.12 sequentially.
|
7.2.1 The Company shall have a
Supervisory Committee. The Supervisory Committee shall be composed
of three supervisors, including shareholder representatives and an
appropriate proportion of employee representatives of the Company.
The Supervisory Committee shall have one Chairman of the
Supervisory Committee, who shall be elected by more than half of
all supervisors. The Chairman of the Supervisory Committee shall
convene and preside over the meeting of the Supervisory Committee.
If the Chairman is unable to or fails to perform his/her duties,
such meeting shall be convened and presided over by other
supervisors.
|
7.2.1 The Company shall have a
Supervisory Committee. The Supervisory Committee shall be composed
of three supervisors, including shareholder representatives and an
appropriate proportion of employee representatives of the Company.
The Supervisory Committee shall have one Chairman of the
Supervisory Committee, who shall be elected by more than half of
all supervisors. The Chairman of the Supervisory Committee shall
convene and preside over the meeting of the Supervisory Committee.
If the Chairman is unable to or fails to perform his/her duties,
such meeting shall be
convened and presided over by a supervisor nominated by more than
half of the supervisors.
|
9.1.1 Any person may not serve as
the director, the supervisor, or the senior executive of the
Company if such person:
(I) has no or limited capacity for
civil conduct;
(II) has been sentenced to prison
for embezzlement, bribery, conversion of property, misappropriation
of property, or sabotage of social economic order, and less than
five years have elapsed since the expiration of the execution time;
or deprived of political rights as a result of a criminal
conviction, and less than five years have elapsed since the
expiration of the execution time;
(III) has served as a director, a
factory chief, or the general manager of a company or enterprise
that underwent bankruptcy liquidation as a result of mismanagement
and has been personally responsible for such bankruptcy, and
completion of the bankruptcy liquidation is less than three years
ago;
(IV) has served as the legal
representative of a company or enterprise whose business license is
revoked due to violation of laws, and has been personally liable
for the revocation, and such revocation occurred less than three
years ago;
(V) has a considerately large amount
of personal debt which is due and
(VI) has been placed on file for
investigation by judicial organs for violating the Criminal Law, and the case has not yet
been closed;
(VII) has been prohibited from entry
into the securities market by the China Securities Regulatory
Commission, and the prohibition period has not expired;
(VIII) has been banned from being
senior management of an enterprise by laws and administrative
regulations;
(IX) is a non-natural
person;
(X) has been ruled by the relevant
competent authority to violate the provisions of relevant
securities laws and regulations and to involve fraudulent or
dishonest acts, and the period since the date of the ruling is less
than five years;
(XI) Other contents stipulated by
laws, administrative regulations, or departmental rules.
For directors, supervisors, or
senior executives elected, delegated, or employed in violation of
previous provisions, such election, delegation or employment is
null and void. In case any circumstance as set forth in this
Article occurs to directors, supervisors, or senior executives
during their terms of office, the Company shall remove
them.
|
9.1.1 Any person may not serve as
the director, the supervisor, or the senior executive of the
Company if such person:
(I) has no or limited capacity for
civil conduct;
(II) has been sentenced to prison
for embezzlement, bribery, conversion of property, misappropriation
of property, or sabotage of social economic order, and less than
five years have elapsed since the expiration of the execution time;
or deprived of political rights as a result of a criminal
conviction, and less than five years have elapsed since the
expiration of the execution time;
(III) has served as a director, a
factory chief, or the general manager of a company or enterprise
that underwent bankruptcy liquidation as a result of mismanagement
and has been personally responsible for such bankruptcy, and
completion of the bankruptcy liquidation is less than three years
ago;
(IV) has served as the legal
representative of a company or enterprise whose business license is
revoked due to violation of laws, and has been personally liable
for the revocation, and such revocation occurred less than three
years ago;
(V) has a considerately large amount
of personal debt which is due and
(VI) has been prohibited by the China Securities
Regulatory Commission from serving as directors, supervisors, and
senior executives in listed companies, and the prohibition term has
not yet expired;
(VII) is publicly recognized by any stock exchange
as unfit to be directors, supervisors, or senior executives of
listed companies, and the term has not yet
expired;
(XI) Other contents stipulated by
laws, administrative regulations, or departmental rules.
For directors, supervisors, or
senior executives elected, delegated, or employed in violation of
previous provisions, such election, delegation or employment is
null and void. In case any circumstance as set forth in this
Article occurs to directors, supervisors, or senior executives
during their terms of office, the Company shall remove
them.
|
10.1.2 The Company shall submit and
disclose annual reports to the China Securities Regulatory
Commission and the Shanghai Stock Exchange within four (4) months
from the end of each fiscal year, submit and disclose interim
reports to the dispatched offices of the China Securities
Regulatory Commission and the Shanghai Stock Exchange within two
(2) months from the end of the first half year of each fiscal year.
The above annual reports and interim reports shall be prepared
according to the relevant laws, administrative regulations, and
regulations specified by the China Securities Regulatory Commission
and the Shanghai Stock Exchange.
|
10.1.2 The Company shall disclose an
annual report within four (4) months from the end of each fiscal
year, a semiannual
report within two (2) months from the end of the first half
of each fiscal year,
and quarterly reports within one (1) month from the end of the
first three and nine months of each fiscal year.
The above annual, semiannual, and quarterly reports
shall be prepared according to the relevant laws, administrative
regulations, and regulations specified by the China Securities
Regulatory Commission and the Shanghai Stock Exchange.
|
10.1.8 The Company's profit
distribution policy is:
(I) Profit distribution
principle
In the distribution of profits, the
Company shall focus on the reasonable return on investment of
investors and strive to maintain the continuity and stability of
the profit distribution policy, ensure sustainable development, and
safeguard the interest of shareholders.
The Company's profit distribution
shall not exceed the range of accumulated distributable profits and
shall not damage the Company's ability of going concern.
(II) Profit distribution
form
The Company distributes profits by
cash, stock, combination of cash and stock, or other reasonable
means in line with laws and administrative regulations.
The Company gives priority to the
profit distribution method of cash dividends.
When distributing profits in cash,
the Company shall fully consider the capital needs of daily
production and operation activities and investment activities in
the future as well as the cost and efficiency of financing from
banks and securities markets in the future to ensure that the
distribution plan does not affect the Company's going concern and
development.
When distributing profits through
stocks, the Company shall fully consider real and reasonable
factors such as the Company's growth and the dilution of net assets
per share and compatibility of total shares after profit
distribution with the Company's scale of operation to ensure that
the distribution plan is in line with the overall interests of
shareholders of the Company.
(III) Specific conditions and
proportions for cash dividends
Under the condition that the Company
is profitable in the current year and has no unrecovered losses, if
there are no major investment plans or major cash expenditures, the
Company shall distribute dividends in cash.
Major investment plans or major cash
expenditures refer to that the Company plans to invest abroad,
acquire assets, or purchase equipment in the next 12 months (except
for the items of raised funds), and the accumulated expenditure
reaches or exceeds 30% of the latest audited net assets of the
Company or a single cash expenditure item exceeds RMB 500
million.
The profits accumulatively
distributed in cash by the Company in recent three years are no
less than thirty percent of the average annual profits available
for distribution in recent three years.
(IV) Specific conditions for issuing
stock dividends
On the basis of giving priority to
cash dividends, when the Company is in good operating condition and
the scale of share capital is reasonable, and the Board of
Directors of the Company thinks that issuing stock dividends is
beneficial to the growth of the Company and the interests of all
shareholders, a stock dividend distribution plan can be put
forward.
(V) Interval between profit
distribution periods
The Company shall put forward a
profit distribution plan at the annual meeting of the Board of
Directors and implement it after being approved by the General
Meeting of Shareholders.
Under the condition of meeting the
aforesaid cash dividend, the Company shall make a cash dividend
once a year. According to the Company's profitability and capital
demand, and upon the proposal of the Company's Board of Directors
and the approval of the General Meeting of Shareholders,
medium-term cash dividends may also be distributed.
(VI) The Board of Directors of the
Company shall distinguish the following cases and put forward
differentiated cash dividends policies according to the procedures
specified in these Articles by considering its industrial
characteristics, development stage, business model, profitability,
and major capital expenditure arrangement:
1. If the Company is at a mature
development stage, without major capital expenditure arrangement,
cash dividends shall account for at least 80% of the distributed
profits in this profit distribution;
2. If the Company is at a mature
development stage, with a major capital expenditure arrangement,
cash dividends shall account for at least 40% of the distributed
profits in this profit distribution;
3. If the Company is at the growth
stage and has some significant fund expenditure arrangement, cash
dividend shall at least account for 20% of this profit distribution
at the time of profit distribution.
The development phase where the
Company is at during the dividend shall be determined by the Board
of Directors based on the specific situation. If the actual
development stage of the Company cannot be identified, and the
Company has a major capital expenditure arrangement, it is still
allowed to make decisions based on the provisions of
(III).
(VII) If the profit distribution
policy is adjusted due to the needs of the Company's production and
operation and long-term development, the interests of shareholders
shall be first protected. The adjusted profit distribution policy
shall not violate the relevant laws, regulations, normative
documents, and the relevant provisions of these Articles. The
adjustment plan of the profit distribution policy shall seek the
opinions of independent directors and supervisors in advance, and
be submitted to the General Meeting of Shareholders for
deliberation after being reviewed and approved by the Board of
Directors. Independent directors shall express their independent
opinions, which shall be approved by more than two-thirds of the
voting rights held by shareholders attending the General Meeting of
Shareholders.
(VIII) The percentage of cash
dividend accounts for in this profit distribution shall be obtained
by making cash dividend divided by the sum of cash dividend and
stock dividend.
|
10.1.8 The Company's profit
distribution policy is:
(I) Profit distribution
principle
In the distribution of profits, the
Company should focus on the reasonable return on investment of
investors and strive to maintain the continuity and stability of
the profit distribution policy, ensure sustainable development, and
safeguard the interest of shareholders.
The Company's profit distribution
shall not exceed the range of accumulated distributable profits and
shall not damage the Company's ability of going concern.
(II) Profit distribution
form
The Company distributes profits by
cash, stock, combination of cash and stock, or other reasonable
means in line with laws and administrative regulations.
The Company gives priority to the
profit distribution method of cash dividends.
When distributing profits in cash,
the Company shall fully consider the capital needs of daily
production and operation activities and investment activities in
the future as well as the cost and efficiency of financing from
banks and securities markets in the future to ensure that the
distribution plan does not affect the Company's going concern and
development.
When distributing profits through
stocks, the Company shall fully consider real and reasonable
factors such as the Company's growth and the dilution of net assets
per share and compatibility of total shares after profit
distribution with the Company's scale of operation to ensure that
the distribution plan is in line with the overall interests of
shareholders of the Company.
(III) Specific conditions and
proportions for cash dividends
Under the condition that the Company
is profitable in the current year and has no unrecovered losses, if
there are no major investment plans or major cash expenditures, the
Company shall distribute dividends in cash.
Major investment plans or major cash
expenditures refer to that the Company plans to invest abroad,
acquire assets, or purchase equipment in the next 12 months (except
for the items of raised funds), and the accumulated expenditure
reaches or exceeds 30% of the latest audited net assets of the
Company or a single cash expenditure item exceeds RMB 500
million.
The profits accumulatively
distributed in cash by the Company in recent three years are no
less than thirty percent of the average annual profits available
for distribution in recent three years.
(IV) Specific conditions for issuing
stock dividends
On the basis of giving priority to
cash dividends, when the Company is in good operating condition and
the scale of share capital is reasonable, and the Board of
Directors of the Company thinks that issuing stock dividends is
beneficial to the growth of the Company and the interests of all
shareholders, a stock dividend distribution plan can be put
forward.
(V) Interval between profit
distribution periods
The Company shall put forward a
profit distribution plan at the annual meeting of the Board of
Directors and implement it after being approved by the General
Meeting of Shareholders.
Under the condition of meeting the
aforesaid cash dividend, the Company shall make a cash dividend
once a year. According to the Company's profitability and capital
demand, and upon the proposal of the Company's Board of Directors
and the approval of the General Meeting of Shareholders,
medium-term cash dividends may also be distributed.
(VI) The Board of Directors of the
Company shall distinguish the following cases and put forward
differentiated cash dividends policies according to the procedures
specified in these Articles by considering its industrial
characteristics, development stage, business model,
profitability, debt
repayment ability, major capital expenditure
arrangement, and
investor returns:
1. If the Company is at a mature
development stage, without major capital expenditure arrangement,
cash dividends shall account for at least 80% of the distributed
profits in this profit distribution;
2. If the Company is at a mature
development stage, with a major capital expenditure arrangement,
cash dividends shall account for at least 40% of the distributed
profits in this profit distribution;
3. If the Company is at the growth
stage and has some significant fund expenditure arrangement, cash
dividend shall at least account for 20% of this profit distribution
at the time of profit distribution.
The development phase where the
Company is at during the dividend shall be determined by the Board
of Directors based on the specific situation. If the actual
development stage of the Company cannot be identified, and the
Company has a major capital expenditure arrangement, it is still
allowed to make decisions based on the provisions of
(III).
(VII) If the profit distribution
policy is adjusted due to the needs of the Company's production and
operation and long-term development, the interests of shareholders
shall be first protected. The adjusted profit distribution policy
shall not violate the relevant laws, regulations, normative
documents, and the relevant provisions of these Articles. The
adjustment plan of the profit distribution policy shall seek the
opinions of supervisors in advance and be submitted to the General
Meeting of Shareholders for deliberation after being reviewed and
approved by the Board of Directors, which shall be approved by more
than two-thirds of the voting rights held by shareholders attending
the General Meeting of Shareholders.
(VIII) The percentage of cash
dividend accounts for in this profit distribution shall be obtained
by making cash dividend divided by the sum of cash dividend and
stock dividend.
|
10.1.9 Profit distribution
procedures of the Company
(I) Before the announcement of a
regular report, the Board of Directors will explore and formulate
the annual profit distribution plan based on the Articles of
Association and the Company's operational status. When the Company
prepares a cash dividend plan, the Board of Directors shall
carefully explore and demonstrate the opportunity, conditions,
minimum proportion, conditions of adjustment, and decision-making
procedure requirements of cash dividends. The Board of Directors
shall form the annual profit distribution plan on the basis of
considering the sustained, robust, and scientific returns to all
shareholders, the independent directors shall express independent
opinions, and the plan shall be submitted to the General Meeting of
Shareholders for approval after being deliberated and approved by
the Board of Directors.
The independent director may solicit
the opinions of the minority shareholders, propose a dividend plan,
and submit it to the Board of Directors for discussion.
(II) In the process of
decision-making and demonstration of the profit distribution plan,
the Board of Directors should actively communicate with
shareholders, especially small and medium shareholders, through
various channels, fully listen to the opinions and demands of small
and medium shareholders, and answer the concerns of small and
medium shareholders in a timely manner.
(III) When a resolution on the
profit distribution plan is passed at the General Meeting of
Shareholders, the Board of Directors shall complete such
distribution of dividends (or shares) within two (2) months after
the General Meeting of Shareholders is held.
|
10.1.9 Profit distribution
procedures of the Company
(I) Before the announcement of a
regular report, the Board of Directors will explore and formulate
the annual profit distribution plan based on the Articles of
Association and the Company's operational status. When the Company
prepares a cash dividend plan, the Board of Directors shall
carefully explore and demonstrate the opportunity, conditions,
minimum proportion, conditions of adjustment, and decision-making
procedure requirements of cash dividends. The Board of Directors
shall form the annual profit distribution plan on the basis of
considering the sustained, robust, and scientific returns to all
shareholders and the plan shall be submitted to the General Meeting
of Shareholders for approval after being deliberated and approved
by the Board of Directors.
If independent directors
believe that the specific plan for cash dividends may harm the
rights and interests of the Company or minority shareholders, they
have the right to express independent opinions. If the Board of
Directors has not adopted or fully adopted the opinions of
independent directors, the opinions of independent directors and
the specific reasons for not adopting them shall be recorded in the
resolution of the Board of Directors and
disclosed.
The independent director may solicit
the opinions of the minority shareholders, propose a dividend plan,
and submit it to the Board of Directors for discussion.
(II) In the process of
decision-making and demonstration of the profit distribution plan,
the Board of Directors should actively communicate with
shareholders, especially small and medium shareholders, through
various channels, fully listen to the opinions and demands of small
and medium shareholders, and answer the concerns of small and
medium shareholders in a timely manner.
(III) When a resolution on the
profit distribution plan is passed at the General Meeting of
Shareholders, the Board of Directors shall complete such
distribution of dividends (or shares) within two (2) months after
the General Meeting of Shareholders is held.
|
10.3.1 The
Company shall employ an accounting firm that complies with the
provisions of the Securities
Law to carry out financial statement auditing, net asset
verification, and other related consultation services. The
employment term of the accounting firm shall be one (1) year from
the end of this Annual General Meeting of Shareholders to the end
of the next Annual General Meeting of Shareholders and may be
renewed.
|
10.3.1 The Company shall
engage an accounting firm meeting the requirements of Securities Law for the audit of the
accounting statements, verification of net assets, and other
relevant consultation services, etc. The employment term of the
accounting firm shall be one (1) year and may be
renewed.
|
10.3.4 The
audit fees of the accounting firm or the method of determining
audit fees shall be decided by the General Meeting of Shareholders.
The remuneration of the accounting firm employed by the Board of
Directors shall be determined by the Board of Directors.
|
10.3.4 The audit fees of
the accounting firm or the method of determining audit fees shall
be decided by the General Meeting of Shareholders.
|
10.3.5 The
accounting firm employed by the Company shall enjoy the following
rights:
(I) Inspect the Company's books,
records, or vouchers at any time, and require the Company's
directors, managers, or other senior executives to provide relevant
materials and explanations;
(II) Require the Company to take all
reasonable measures to obtain from its subsidiaries such materials
and explanations as may be necessary for the accounting firm to
perform its duties;
(III) Attend the General Meeting of
Shareholders, get any notice of the meeting or other information
relating to the meeting that any shareholder is entitled to get,
and make a speech at any General Meeting of Shareholders on matters
relating to its role as an accounting firm of the
Company.
|
Deleted.
|
10.3.6 In
the case of a vacancy in an accounting firm, the Board of Directors
could appoint another accounting firm to fill the vacancy before
the General Meeting of Shareholders. But if the vacancy lasts and
the Company has another in-service accounting firm, such another
accounting firm could still perform its duties.
|
Deleted.
|
10.3.7
Regardless of the terms of the contract concluded between the
accounting firm and the Company, the General Meeting of
Shareholders may decide to dismiss the accounting firm by ordinary
resolution before the expiration of the term of office of any
accounting firm. Where the accounting firm has the right to claim
compensation from the Company due to dismissal, the right shall not
be affected thereby.
|
Deleted. Serial number 10.3.8 is
changed to 10.3.5.
|
12.2.3 Where the Company is
dissolved under Items (I), (II), (V), or (VI) of Article 12.2.1 of
these Articles, a liquidation group shall be established to
commence the liquidation within 15 days after a cause of
dissolution occurs. The liquidation group shall be composed of
members determined by the Board of Directors or the General Meeting
of Shareholders. Where a liquidation group has not been formed to
carry out liquidation within the specified time limit, the
creditors may apply to the people's court for its designation of
relevant personnel to form a liquidation group and carry out
liquidation.
If the Company is dissolved due to
Item (IV) of Article 12.2.1, the People's Court shall organize
shareholders, the relevant authorities, and professionals to
establish a liquidation group to carry out liquidation according to
the relevant laws.
If the Company is dissolved due to
Item (V) of Article 12.2.1, the relevant competent authorities
shall organize shareholders, relevant authorities, and relevant
professionals to establish a liquidation group for
liquidation.
|
12.2.3 Where the Company is
dissolved under Items (I), (II), (V), or (VI) of Article 12.2.1 of
these Articles, a liquidation group shall be established to
commence the liquidation within 15 days after a cause of
dissolution occurs. The liquidation group shall be composed of
members determined by the Board of Directors or the General Meeting
of Shareholders. Where a liquidation group has not been formed to
carry out liquidation within the specified time limit, the
creditors may apply to the people's court for its designation of
relevant personnel to form a liquidation group and carry out
liquidation.
If the Company is dissolved due to
Item (IV) of Article 12.2.1, the People's Court shall organize
shareholders, the relevant authorities, and professionals to
establish a liquidation group to carry out liquidation according to
the relevant laws.
If the Company is dissolved due to
Item (V) of Article 12.2.1, the relevant competent authorities
shall organize shareholders, relevant authorities, and relevant
professionals to establish a liquidation group for
liquidation.
|
12.2.9 After the liquidation, the
liquidation group shall make a liquidation report, a statement of
income and expenditure during the liquidation, and financial books,
have them verified by Chinese CPAs, and then submit to the General
Meeting of Shareholders or the People's Court for confirmation. The
liquidation group shall, within thirty (30) days from the date of
confirmation by the General Meeting of Shareholders or the People's
Court, submit the aforementioned documents to the company
registration authority to apply for the cancellation of company
registration, and announce the termination of the
Company.
|
12.2.9 Upon completion of the
liquidation of the Company, the liquidation group shall prepare a
liquidation report, submit it to the General Meeting of
Shareholders or the People's Court for confirmation, submit it to
the company registration authority to apply for the cancellation of
company registration, and announce the termination of the
Company.
|
13.6 Amendments to the Articles of Association, if involving
the Essential Articles,
shall take effect after being approved by the company examination
and approval authority authorized by the State Council and the
securities regulatory body under the State Council. Where the
registration of the Company is involved, the registration changes
shall be handled according to law.
|
13.6 Amendments to the Articles of
Association, if involving the Trial Administrative Measures of Overseas
Securities Offering and Listing by Domestic Companies, shall
take effect after being approved by the company examination and
approval authority authorized by the State Council and the
securities regulatory body under the State Council. Where the
registration of the Company is involved, the registration changes
shall be handled according to law.
|
15.1
Interpretation
(I) The controlling shareholder
refers to a shareholder who meets one of the following conditions:
(1) a shareholder who can elect more than half of the directors
when acting alone or acting in concert with others; (2) a
shareholder who can exercise more than 30% (inclusive) of the
voting rights of the Company or can control the exercise of more
than 30% (inclusive) of the voting rights of the Company when
acting alone or acting in concert with others; (3) a shareholder
who holds more than 30% (inclusive) of the shares issued by the
company when acting alone or acting in concert with others; (4) a
shareholder who controls the Company in fact in other ways when
acting alone or acting in concert with others.
(II) The term "actual controller"
refers to a person who, though not a shareholder of the Company,
can actually control the Company's behavior through investment
relationships, agreements, or other arrangements.
(III) Affiliation refers to
relations between the Company's controlling shareholder, actual
controller, directors, supervisors, senior executives, and the
enterprises indirectly or directly controlled by them or other
relations that may result in the transfer of the Company's
interests. However, no affiliation is established between
state-holding enterprises due to joint control by the
state.
|
15.1
Interpretation
(I) Controlling shareholder refers
to a shareholder whose
shares account for over 50% of the Company's total equity or a
shareholder who holds less than 50% of the shares but whose voting
right is sufficient to have a significant impact on the resolutions
of the General Meeting of Shareholders.
(II) The term "actual controller"
refers to a person who, though not a shareholder of the Company,
can actually control the Company's behavior through investment
relationships, agreements, or other arrangements.
(III) Affiliation refers to
relations between the Company's controlling shareholder, actual
controller, directors, supervisors, senior executives, and the
enterprises indirectly or directly controlled by them or other
relations that may result in the transfer of the Company's
interests. However, no affiliation is established between
state-holding enterprises due to joint control by the
state.
|
15.4 In terms of figures, when using
following words such as "above", "within" and "less than" in these
Articles, such figures shall be included; when using following
words such as "under", "beyond", "below" and "exceeding", such
figures shall be excluded.
|
15.4 In terms of figures, when using
following words such as "above", "within" and "less than" in these
Articles, such figures shall be included; when using following
words such as "under", "beyond", "below", "exceeding", and "over", such figures
shall be excluded.
|
The above proposal has been
deliberated and approved at the 28th Meeting of the Twelfth Board
of Directors on May 29, 2024, and it is hereby presented to you for
deliberation and approval (as special resolution).
Proposal VII
SDIC Power Holdings Co.,
Ltd.
The Proposal on Amending the
Rules of Procedure
of the
General Meeting of Shareholders
Dear shareholders and shareholder
representatives:
Based on the operation context, the
Company proposed to amend the Rules of Procedure of the General Meeting of
Shareholders according to the Administrative Measures for Independent
Directors of Listed Companies, the Guidelines for Articles of Association of
Listed Companies (Revised in 2022), the Guidelines No. 1 of Shanghai Stock Exchange
for Self-regulation of Listed Companies - Standardized Operation
(Revised in December 2023), the Rules of the General Meeting of Shareholders
of Listed Companies (Revised in 2022), other regulations and
the Articles of
Association, with details as follows:
Existing
provision
|
Amended
provisions
(The amended or added
contents are
indicted by underline and
bold)
|
Article 1 To ensure the legality of
procedures and resolutions, improve the deliberation efficiency of
the General Meeting of Shareholders, and safeguard the legitimate
rights and interests of shareholders, the General Meeting of
Shareholders formulates these Rules according to the Company Law of the People's Republic of
China (hereinafter referred to as the "Company Law"), the Rules of the General Meeting of Shareholders
of Listed Companies (hereinafter referred to as the
"Rules of the General Meeting of
Shareholders"), the Essential Articles of Association for
Overseas Listed Companies, and other relevant laws,
regulations, and regulatory documents, as well as the Articles of Association of SDIC Power
Holdings Co., Ltd. (hereinafter referred to as the
"Articles of
Association").
|
Article 1 To ensure the legality of
procedures and resolutions, improve the deliberation efficiency of
the General Meeting of Shareholders, and safeguard the legitimate
rights and interests of shareholders, the General Meeting of
Shareholders formulates these Rules according to the Company Law of the People's Republic of
China (hereinafter referred to as the "Company Law"), the Rules of the General Meeting of Shareholders
of Listed Companies (hereinafter referred to as the
"Rules of the General Meeting of
Shareholders"), the Trial
Administrative Measures of Overseas Securities Offering and Listing
by Domestic Companies (hereinafter referred to as the
"Trial Administrative
Measures"), and other relevant laws, regulations, and
regulatory documents, as well as the Articles of Association of SDIC Power
Holdings Co., Ltd. (hereinafter referred to as the
"Articles of
Association").
|
The General Meeting of Shareholders
is divided into Annual General Meeting of Shareholders and
Extraordinary General Meeting of Shareholders. The Annual General
Meeting of Shareholders shall be held annually within six (6)
months after the end of the preceding fiscal year.
In case of any one of the following
circumstances, the Company shall hold an Extraordinary General
Meeting of Shareholders within two (2) months from the date of
occurrence of the relevant fact:
(I) The number of directors is less
than six;
(II) The Company's unrecovered
losses reach one-third of the total share capital;
(III) Shareholder(s) who
individually or jointly hold more than ten percent of the Company's
voting shares (hereinafter referred to as the "proposing
shareholder(s)") make(s) a written request in writing to hold such
a meeting;
(IV) The Board of Directors deems it
necessary to convene such a meeting;
(V) The Supervisory Committee
proposes to convene such a meeting;
(VI) Such a meeting is required in
other circumstances prescribed by laws, administrative regulations,
and departmental rules or the Articles of Association.
The number of shares held as
mentioned in Item (III) above shall be calculated on the date when
the shareholders make a written request.
|
The General Meeting of Shareholders
is divided into Annual General Meeting of Shareholders and
Extraordinary General Meeting of Shareholders. The Annual General
Meeting of Shareholders shall be held annually within six (6)
months after the end of the preceding fiscal year.
In case of any one of the following
circumstances, the Company shall hold an Extraordinary General
Meeting of Shareholders within two (2) months from the date of
occurrence of the relevant fact:
(I) The number of directors is less
than six;
(II) The Company's unrecovered
losses reach one-third of the total share capital;
(III) Shareholder(s) who individually or jointly hold
more than ten percent of the Company's shares make(s) a request to
hold such a meeting;
(IV) The Board of Directors deems it
necessary to convene such a meeting;
(V) The Supervisory Committee
proposes to convene such a meeting;
(VI) Such a meeting is required in
other circumstances prescribed by laws, administrative regulations,
and departmental rules or the Articles of Association.
|
Article 8 Independent directors have
the right to propose to the Board of Directors for an extraordinary
General Meeting of Shareholders. The Board of Directors shall,
subject to provisions of laws, administrative regulations, and the
Articles of Association,
give a written response to agree or disagree to hold an
extraordinary General Meeting of Shareholders within ten (10) days
after its receipt of the proposal for the extraordinary General
Meeting of Shareholders by independent directors.
Where the Board of Directors agrees
to convene an extraordinary general meeting of shareholders, the
notice of convening the extraordinary general meeting of
shareholders will be issued within five days after the resolution
of the Board of Directors is made. Where the Board of Directors
does not agree to convene an extraordinary general meeting of
shareholders, it shall explain the reasons and make an
announcement.
|
Article 8 With the consent of more than half of all
independent directors, independent directors have the right
to propose to the Board of Directors to convene an extraordinary
General Meeting of Shareholders. Where independent directors exercise such
right of proposal, the Company shall disclose promptly. Where the
above-mentioned right cannot be normally exercised, the Company
shall disclose the specific circumstances and reasons. The
Board of Directors shall, subject to provisions of laws,
administrative regulations, and the Articles of Association, give a
written response to agree or disagree to hold an extraordinary
General Meeting of Shareholders within ten (10) days after its
receipt of the proposal for the extraordinary General Meeting of
Shareholders by independent directors.
Where the Board of Directors agrees
to convene an extraordinary general meeting of shareholders, the
notice of convening the extraordinary general meeting of
shareholders will be issued within five days after the resolution
of the Board of Directors is made. Where the Board of Directors
does not agree to convene an extraordinary general meeting of
shareholders, it shall explain the reasons and make an
announcement.
|
Article 15 Where the Company
convenes the General Meeting of Shareholders, the Board of
Directors, the Supervisory Committee, and the shareholder
individually or jointly holding more than 3% of shares of the
Company shall be entitled to bring forward proposals at the General
Meeting of Shareholders.
Where a qualified shareholder
submits a provisional proposal prior to the general meeting of
shareholders, the percentage of shares held between the issuance of
the notice of the proposal and the announcement of the resolution
of the meeting shall not be less than three percent.
Shareholders individually or jointly
holding not less than three percent of the Company's shares may
submit a provisional proposal to the convener in writing ten (10)
days prior to the date of the general meeting of shareholders. The
convener shall issue a supplementary notice of the general meeting
of shareholders to announce the content of the provisional proposal
within two days after receiving the proposal.
|
Article 15 Where the Company
convenes the General Meeting of Shareholders, the Board of
Directors, the Supervisory Committee, and the shareholder
individually or jointly holding more than 3% of shares of the
Company shall be entitled to bring forward proposals at the General
Meeting of Shareholders.
Where a qualified shareholder
submits a provisional proposal prior to the general meeting of
shareholders, the percentage of shares held between the issuance of
the notice of the proposal and the announcement of the resolution
of the meeting shall not be less than three percent.
Where a shareholder proposes
a provisional proposal, it shall provide the convener with the
certification documents for holding more than three percent of the
shares of the listed company. Where a shareholder jointly proposes
a proposal by way of entrustment, the entrusting shareholder shall
issue a written authorization document to the entrusted
shareholder.
Shareholders individually or jointly
holding not less than three percent of the Company's shares may
submit a provisional proposal to the convener in writing ten (10)
days prior to the date of the general meeting of shareholders. The
convener shall issue a supplementary notice of the general meeting
of shareholders to announce the content of the provisional proposal
within two days after receiving the proposal.
Except for provisional
proposals, it is not allowed to modify the proposals listed in the
notice of the General Meeting of Shareholders or add new proposals
after the Company issues the notice of the General Meeting of
Shareholders.
|
Article 18 The notice of the General
Meeting of Shareholders shall comply with the following
requirements:
(I) The notice shall be in
writing;
(II) The notice shall designate the
time, place, and duration of the meeting;
(III) The notice shall state the
matters and proposals to be discussed at the meeting;
(IV) The notice shall provide the
shareholders with materials and explanations needed by them for
making informed decisions on the matters for review, including but
not limited to providing the specific conditions and contract (if
any) of the proposed transactions when the Company proposes the
consolidation, share repo, capital stock reorganization or other
reorganization, and explaining the cause and consequence in
details;
(V) If any directors, supervisors,
the general manager, or other senior executives are materially
interested in the matters to be discussed, the nature and degree of
the interest shall be disclosed; if the effect of the matters to be
discussed on such directors, supervisors, the general manager, or
other senior executives as shareholders is different from that on
other similar shareholders, a detailed explanation shall be
given;
(VI) The notice shall bear the full
text of any special resolution to be passed at the
meeting;
(VII) The notice shall have a
statement in clear words that: all shareholders have the right to
attend the General Meeting of Shareholders, or may attend and vote
in the meeting by proxy in written form, who may not necessarily be
the shareholder of the Company;
(VIII) The notice shall state the
time and place for delivery of the meeting vote proxy;
(IX) The note shall designate the
date of equity registration for shareholders entitled to attend the
General Meeting of Shareholders;
(X) The note shall specify the name
and telephone number of the standing contact person for the
meeting.
(XI) The notice shall specify the
voting time and voting procedures by online or other
means.
|
Article 18 The notice of the General
Meeting of Shareholders shall include the following:
(I) Date, place, and duration
of the meeting;
(II) Matters and proposals to
be discussed at the meeting;
(III) A statement in clear
words that: all shareholders have the right to attend the General
Meeting of Shareholders, or may attend and vote in the meeting by
proxy in written form, who may not necessarily be the shareholder
of the Company;
(IV) The date of equity
registration for shareholders entitled to attend the General
Meeting of Shareholders;
( V) Name and telephone
number of the standing contact person for the
meeting;
(VI) Voting time and voting
procedures by online or other means.
The notice and supplementary
notice of the general meeting of shareholders shall fully and
completely disclose the specific contents of all the proposals. If
the independent directors shall give comments on matters proposed
to be discussed, the comments and reasons of the independent
directors shall be disclosed when the notice or supplemental notice
of the general meeting of shareholders is given.
The starting time of online
vote or other ways of voting of the General Meeting of Shareholders
shall not be earlier than 3:00 p.m. of the date before the on-site
convening of the General Meeting of Shareholders and later than
9:30 a.m. of the date of on-site convening of the meeting, while
the ending time shall not be before 3:00 p.m. of the date when the
on-site General Meeting of Shareholders ends.
|
Article 22 The methods and
procedures for proposing candidates of directors, independent
directors, and supervisors are as follows:
(I) The Board of Directors and
shareholder(s) who individually or jointly hold more than three
percent of issued shares of the Company have the right to nominate
director candidates of the Company (excluding employee directors)
and submit proposals to the General Meeting of Shareholders; the
Board of Directors, the Supervisory Committee, and shareholders who
individually or jointly hold more than one percent of the Company's
issued shares have the right to nominate candidates of independent
directors of the Company and submit proposals to the General
Meeting of Shareholders;
(II) The Supervisory Committee and
shareholder(s) who individually or jointly hold more than three
percent of issued shares of the Company have the right to nominate
supervisor candidates of the Company and submit proposals to the
General Meeting of Shareholders;
(III) The nomination of directors
and supervisors by the Board of Directors and the Supervisory
Committee to the General Meeting of Shareholders shall be made
through resolutions of the Board of Directors and the Supervisory
Committee respectively;
(IV) The convener of the General
Meeting of Shareholders shall provide the General Meeting of
Shareholders with the resumes and basic information of candidates
of directors, independent directors, and supervisors, and a
statement indicating that the nominees are not in the situations
prescribed in the Company
Law that prohibit them from being directors or supervisors.
For an independent director candidate, the convener of the General
Meeting of Shareholders shall also explain to the General Meeting
of Shareholders whether the candidate has been objected to by the
China Securities Regulatory Commission or the local office of the
China Securities Regulatory Commission in the place where the
Company is located.
|
Article 22 The methods and
procedures for proposing candidates of directors, independent
directors, and supervisors are as follows:
(I) The Board of Directors and
shareholder(s) who individually or jointly hold more than three
percent of issued shares of the Company have the right to nominate
director candidates of the Company (excluding independent directors and
employee directors) and submit proposals to the General Meeting of
Shareholders; the Board of Directors, the Supervisory Committee,
and shareholders who individually or jointly hold more than one percent of the Company's
issued shares have the right to nominate candidates of independent
directors of the Company and submit proposals to the General
Meeting of Shareholders;
(II) The Supervisory Committee and
shareholder(s) who individually or jointly hold more than three
percent of issued shares of the Company have the right to nominate
supervisor candidates of the Company and submit proposals to the
General Meeting of Shareholders;
(III) The nomination of directors
and supervisors by the Board of Directors and the Supervisory
Committee to the General Meeting of Shareholders shall be made
through resolutions of the Board of Directors and the Supervisory
Committee respectively;
(IV) The convener of the General
Meeting of Shareholders shall provide the General Meeting of
Shareholders with the resumes and basic information of candidates
of directors, independent directors, and supervisors, and a
statement indicating that the nominees are not in the situations
prescribed in the Company
Law that prohibit them from being directors or supervisors.
Before nominating an
independent director candidate, the nominator shall obtain the
consent of the nominee. Before the General Meeting of Shareholders
for electing independent directors is convened, a statement
disclosing that the independent directors meet the qualification
requirements shall be disclosed. For independent director
candidates, the convener of the General Meeting of Shareholders
shall submit all relevant materials of the independent director
candidates to the Shanghai Stock Exchange, and explain to the
General Meeting of Shareholders whether any objections have been
raised by the Shanghai Stock Exchange regarding the
candidates.
|
Article 23 If the matters concerning
the election of directors and supervisors are to be discussed at
the General Meeting of Shareholders, the notice of the General
Meeting of Shareholders shall fully disclose the detailed
information of the director and supervisor candidates, including at
least the following contents:
(I) Education background, work
experience, part-time jobs, and other personal
information;
(II) Whether there is any
affiliation to the Company or its controlling shareholder and
actual controller;
(III) Disclosure of the number of
shares held by the candidate in the Company;
(IV) Whether such candidates are
subject to any punishment by the China Securities Regulatory
Commission and other relevant departments and any disciplinary
action by stock exchanges.
In addition to the election of
directors and supervisors by accumulative voting, each director or
supervisor candidate shall be put forward by a single
proposal.
|
Article 23 If the matters concerning
the election of directors and supervisors are to be discussed at
the General Meeting of Shareholders, the notice of the General
Meeting of Shareholders shall fully disclose the detailed
information of the director and supervisor candidates, including at
least the following contents:
(I) Education background, work
experience, part-time jobs, and other personal
information;
(II) Whether there is any
affiliation to the directors, supervisors, senior
executives, actual controller, and shareholders holding more than 5%
shares of the Company;
(III) The number of shares held in
the
Company;
(IV) Whether any circumstances prohibit such candidates
from serving as directors, supervisors, or senior executives
according to the Company Law, other laws and regulations, and other
relevant provisions;
(V) Whether such candidates
are prohibited by the China Securities Regulatory Commission from
serving as directors, supervisors, and senior executives in listed
companies, and the prohibition term has not yet
expired;
(VI) Whether such candidates
are publicly recognized by any stock exchange as unfit to be
directors, supervisors, or senior executives of listed companies,
and the term has not yet expired;
(VII) Other important matters
required to be disclosed by the Shanghai Stock
Exchange.
In addition to the election of
directors and supervisors by accumulative voting, each director or
supervisor candidate shall be put forward by a single
proposal.
|
Article 24 The General Meeting of
Shareholders shall not be postponed or canceled and those proposals
as listed in the notice of the General Meeting of Shareholders
shall not be canceled without justified reasons after the giving of
the notice. In case of postponement or cancellation, the convener
shall proclaim it and explain the reasons at least two (2) working
days before the originally determined date of the
meeting.
|
Article 24 The General Meeting of
Shareholders shall not be postponed or canceled and those proposals
as listed in the notice of the General Meeting of Shareholders
shall not be canceled without justified reasons after the giving of
the notice. In case of postponement or cancellation, the convener
shall proclaim it and explain the reasons at least two (2) working
days before the originally determined date of the meeting.
If the general meeting
of shareholders is postponed, the date of the postponed meeting
shall also be disclosed.
|
Article 30 Any shareholder who has
the right to attend and vote at the General Meeting of Shareholders
may attend the General Meeting of Shareholders in person or may
appoint one or more persons (who may not be shareholders of the
Company) as his/her proxy/proxies and attend or vote at the meeting
on his/her behalf. The shareholder's proxy, under the authorization
of such shareholder, may exercise the following rights:
(I) Exercising the shareholder's
right to speak at the general meeting of shareholders;
( II) Requesting on its initiative
or jointly with others to vote by poll;
(III) Voting rights shall be
exercised by a show of hands or a poll, but if more than one
shareholder's proxy is appointed, such shareholder's proxy shall
only exercise the voting rights by poll.
|
Article 30 Any shareholder who has
the right to attend and vote at the General Meeting of Shareholders
may attend the General Meeting of Shareholders in person or may
appoint one person (who may not be a shareholder of the Company) as
his/her proxy and attend and vote at the meeting on his/her
behalf. The shareholder's proxy, under the authorization of such
shareholder, may exercise the following rights:
(I) Exercising the shareholder's
right to speak at the general meeting of shareholders;
(II) Requesting on its initiative or
jointly with others to vote by poll.
|
Article 39 At the Annual General
Meeting of Shareholders, the Board of Directors and the Supervisory
Committee shall report work over the previous year to the General
Meeting of Shareholders, and each independent director shall also
make a report on their work.
|
Article 39 At the Annual General
Meeting of Shareholders, the Board of Directors and the Supervisory
Committee shall report work over the previous year to the General
Meeting of Shareholders, and each independent director shall also
submit to the Annual
General Meeting of Shareholders an annual report on his/her
performance of duties.
|
Article 44 There shall be minutes of
the General Meeting of Shareholders, which shall be taken by the
Secretary of the Board of Directors or her/his authorized person.
The minutes shall record:
(I) Time, place, agenda, and name of
the convener of the meeting;
(II) Names of the meeting moderator
and directors, supervisors, the general manager, and other senior
executives present at or attending the meeting;
(III) Number of shareholders and
proxies attending the meeting, total number of voting shares held
by them, and their proportion in the total number of shares of the
Company;
(IV) Consideration process, main
points of address, and voting results of each proposal;
(V) Inquiries or suggestions raised
by shareholders and the corresponding replies or
explanations;
(VI) Names of the lawyer, vote
counter, and scrutineer;
(VII) Other information that shall
be recorded in the minutes according to relevant laws and
regulations, the Articles of
Association, and these rules.
|
Article 44 There shall be minutes of
the General Meeting of Shareholders, which shall be taken by the
Secretary of the Board of Directors or her/his authorized person.
The minutes shall record:
(I) Time, place, agenda, and name of
the convener of the meeting;
(II) Names of the meeting moderator
and directors, supervisors, the general manager,
the Secretary of the Board of
Directors, and other senior executives present at or
attending the meeting;
(III) Number of shareholders and
proxies attending the meeting, total number of voting shares held
by them, and their proportion in the total number of shares of the
Company;
(IV) Consideration process, main
points of address, and voting results of each proposal;
(V) Inquiries or suggestions raised
by shareholders and the corresponding replies or
explanations;
(VI) Names of the lawyer, vote
counter, and scrutineer;
(VII) Other information that shall
be recorded in the minutes according to relevant laws and
regulations, the Articles of
Association, and these rules.
|
Article 48 Shareholders (including
their proxies) will exercise their voting rights based on the
number of voting shares presented, and each share has one
vote.
There shall be no voting right for
the shares of the Company held by the Company itself and such
shares shall not be included in the total number of shares with
voting rights held by shareholders present at the General Meeting
of Shareholders.
Where a shareholder purchases the
voting shares of the Company in violation of the provisions of
Paragraphs 1 and 2 of Article 63 of the Securities Law, the share exceeding
the prescribed proportion shall not exercise the voting rights
within 36 months after purchase, and shall not be included in the
total number of voting shares attending the General Meeting of
Shareholders.
The Board of Directors, independent
directors, shareholders holding 1% or more of the shares with
voting rights, or the investor protection institutions established
according to laws, administrative regulations, or the provisions of
the China Securities Regulatory Commission may solicit the voting
rights of shareholders. To solicit such voting rights is subject to
fully disclosing the specific voting intention and other relevant
information to the shareholders with voting rights being solicited.
It is prohibited to solicit the voting rights of shareholders for
payment or in a disguised form of payment.
|
Article 48 Shareholders (including
their proxies) will exercise their voting rights based on the
number of voting shares presented, and each share has one
vote.
When the General Meeting of
Shareholders reviews major matters concerning the interests of
minority investors, the votes of small and medium investors shall
be counted separately. Separate counting results shall be disclosed
publicly and timely.
There shall be no voting right for
the shares of the Company held by the Company itself and such
shares shall not be included in the total number of shares with
voting rights held by shareholders present at the General Meeting
of Shareholders.
Where a shareholder purchases the
voting shares of the Company in violation of the provisions of
Paragraphs 1 and 2 of Article 63 of the Securities Law, the share exceeding
the prescribed proportion shall not exercise the voting rights
within 36 months after purchase, and shall not be included in the
total number of voting shares attending the General Meeting of
Shareholders.
The Board of Directors, independent
directors, shareholders holding 1% or more of the shares with
voting rights, or the investor protection institutions established
according to laws, administrative regulations, or the provisions of
the China Securities Regulatory Commission may solicit the voting
rights of shareholders. No payment shall be made for solicitation of
voting rights, and adequate information shall be provided to
persons whose voting rights are being solicited. It is prohibited
to solicit the voting rights of shareholders for payment or in a
disguised form of payment. Except for the statutory conditions, the
Company may not impose the minimum shareholding ratio limit on the
voting right solicitation.
|
Article 50 Unless otherwise required
by the listing rules of the stock exchange on which the Company's
shares are listed and/or relevant laws, regulations, and
provisions, or before or after a show of hands the following
persons demand a vote by poll, the General Meeting of Shareholders
shall vote by a show of hands:
(I) The moderator of the
meeting;
(II) At least two shareholders or
their proxies with voting rights;
(III) One or more shareholders
(including their proxies) individually or collectively holding more
than 10% (included) of the voting shares at the meeting.
Unless a vote by poll is proposed,
the moderator of the meeting shall announce the adoption of the
resolution as per the result of a show of hands, which shall be
recorded in the minutes of the meeting as the final basis, without
proving the number of votes for or against the resolution adopted
at the meeting or its proportion. A request for a vote by poll may
be withdrawn by the proposer.
|
Deleted.
|
Article 51 If the matter required to
be voted on by poll is about electing the moderator or terminating
the meeting, voting by poll shall be made immediately. Other
matters required to be voted on by poll shall be determined by the
moderator in terms of the time of voting. The meeting could go on,
other matters could be discussed and the voting result is still
deemed as the resolution approved at such meeting.
|
Deleted.
|
Article 52 At the time of vote by
poll, shareholders with two or more polls of voting rights
(including shareholders' proxies) need not vote for or against all
voting rights.
|
Deleted.
|
Article 53 In the case of equal
affirmative and dissenting votes, the shareholder acting as the
moderator of the meeting shall have the right to cast one more
vote.
|
Deleted. The subsequent serial
numbers are adjusted sequentially and Article 54 is adjusted to
Article 50.
|
Article 55 Resolutions of the
General Meeting of Shareholders include ordinary and special
resolutions.
Any ordinary resolution of the
general meeting of shareholders shall be passed with more than 1/2
of the voting rights held by the shareholders (including
shareholders' proxies) who attend the meeting.
Any special resolution of the
General Meeting of Shareholders shall be passed with more than
two-thirds of the voting rights held by the shareholders (including
shareholders' proxies) who attend the meeting.
|
Article 51
Resolutions of the General Meeting of Shareholders include ordinary
and special resolutions.
Any ordinary resolution of the
General Meeting of Shareholders shall be passed with more than half of the voting
rights held by the shareholders (including shareholders' proxies)
who attend the meeting.
Any special resolution of the
General Meeting of Shareholders shall be passed with more than
two-thirds of the voting rights held by the shareholders (including
shareholders' proxies) who attend the meeting.
|
Article 59 When related-party
transactions are considered at the General Meeting of Shareholders,
the related shareholders shall recuse themselves from voting, and
the number of voting shares held by them shall not be counted
towards the total number of voting shares in the General Meeting of
Shareholders. The announcement of the resolution of the General
Meeting of Shareholders shall fully disclose the voting situation
of non-related shareholders.
|
Article 55 When the shareholders are related to the
matters to be considered at the General Meeting of Shareholders,
the shareholders shall recuse themselves from voting, and the
voting shares held by them shall not be included in the total
number of voting shares of shareholders present at the General
Meeting of Shareholders. The announcement of the resolution
of the General Meeting of Shareholders shall fully disclose the
voting situation of non-related shareholders.
|
Article 61 The list of director and
supervisor candidates shall be proposed to the General Meeting of
Shareholders for voting in the form of a proposal.
When the General Meeting of
Shareholders conducts voting to elect the directors or supervisors,
cumulative voting shall apply according to these Articles or a
resolution of the General Meeting of Shareholders.
The above-mentioned cumulative
voting system means that each share has voting rights of the same
number of directors or supervisors to be elected and voting rights
held by a shareholder can be used in a centralized way in case of
election of directors or supervisors at the General Meeting of
Shareholders. Director and supervisor candidates with the most
votes shall be elected and the number of votes cast for the elected
directors and supervisors shall exceed 50% (including 50%) of the
total shares held by shareholders attending the General Meeting of
Shareholders.
To ensure that the election of
independent directors meets the regulations, the Company conducts
separate elections for independent directors and non-independent
directors, both using the cumulative voting system. The specific
operation is as follows: In the election of independent directors,
each shareholder present at the meeting is entitled to such number
of votes as equal to the product of the total number of shares held
by it and the number of independent directors to be elected at the
General Meeting of Shareholders, and such votes can only be used
for the independent director candidates in the General Meeting of
Shareholders. In the election of non-independent directors, each
shareholder present at the meeting is entitled to such number of
votes as equal to the product of the total number of shares held by
it and the number of non-independent directors to be elected at the
General Meeting of Shareholders, and such votes can only be used
for candidates of non-independent directors in the General Meeting
of Shareholders.
In the election of supervisors in
the Company, each shareholder present at the meeting is entitled to
such number of votes as equal to the product of the total number of
shares held by it and the number of supervisors to be elected at
the General Meeting of Shareholders, and such votes can only be
used for the candidates of supervisors in the General Meeting of
Shareholders.
If the number of directors or
supervisors elected at the General Meeting of Shareholders falls
short of the required number, or if there are multiple candidates
with the same number of votes but only one can be elected as a
director or supervisor, a second round of voting shall be conducted
for the remaining positions until all the required directors and
supervisors are elected. During the second round of voting, the
total number of voting rights of each shareholder participating in
the vote is equal to the product of the number of shares held by it
and the number of directors or supervisors still needed to be
elected. Any matters not covered by the cumulative voting method
shall be resolved through consultation between the moderator of the
meeting and the shareholders attending the meeting. If consensus
cannot be reached through consultation, it shall be handled
following the opinion passed by the shareholders present at the
meeting with half or more of the voting rights.
The Board of Directors shall
announce to shareholders the resumes and basic information of the
candidate directors and non-employee representative supervisors to
be voted on at the General Meeting of Shareholders.
Besides the cumulative voting
system, the General Meeting of Shareholders will conduct voting on
each of the proposals. If different proposals are submitted on the
same issue, the voting shall be conducted in the chronological
order in which these proposals have been submitted. In case of
interruption of the General Meeting of Shareholders or failure to
reach a resolution due to unusual reasons such as force majeure,
the General Meeting of Shareholders shall not leave the proposals
suspended or leave them without voting.
|
Article 57 The list of director and
supervisor candidates shall be proposed to the General Meeting of
Shareholders for voting in the form of a proposal.
When the General Meeting of
Shareholders conducts voting to elect the directors or supervisors,
cumulative voting shall apply according to these Articles or a
resolution of the General Meeting of Shareholders.
The above-mentioned cumulative
voting system means that each share has voting rights of the same
number of directors or supervisors to be elected and voting rights
held by a shareholder can be used in a centralized way in case of
election of directors or supervisors at the General Meeting of
Shareholders. Director and supervisor candidates with the most
votes shall be elected and the number of votes cast for the elected
directors and supervisors shall exceed 50% of the total shares held
by shareholders attending the General Meeting of
Shareholders.
To ensure that the election of
independent directors meets the regulations, the Company conducts
separate elections for independent directors and non-independent
directors, both using the cumulative voting system. The specific
operation is as follows: In the election of independent directors,
each shareholder present at the meeting is entitled to such number
of votes as equal to the product of the total number of shares held
by it and the number of independent directors to be elected at the
General Meeting of Shareholders, and such votes can only be used
for the independent director candidates in the General Meeting of
Shareholders. In the election of non-independent directors, each
shareholder present at the meeting is entitled to such number of
votes as equal to the product of the total number of shares held by
it and the number of non-independent directors to be elected at the
General Meeting of Shareholders, and such votes can only be used
for candidates of non-independent directors in the General Meeting
of Shareholders.
In the election of supervisors in
the Company, each shareholder present at the meeting is entitled to
such number of votes as equal to the product of the total number of
shares held by it and the number of supervisors to be elected at
the General Meeting of Shareholders, and such votes can only be
used for the candidates of supervisors in the General Meeting of
Shareholders.
If the number of directors or
supervisors elected at the General Meeting of Shareholders falls
short of the required number, or if there are multiple candidates
with the same number of votes but only one can be elected as a
director or supervisor, a second round of voting shall be conducted
for the remaining positions until all the required directors and
supervisors are elected. During the second round of voting, the
total number of voting rights of each shareholder participating in
the vote is equal to the product of the number of shares held by it
and the number of directors or supervisors still needed to be
elected. Any matters not covered by the cumulative voting method
shall be resolved through consultation between the moderator of the
meeting and the shareholders attending the meeting. If consensus
cannot be reached through consultation, it shall be handled
following the opinion passed by the shareholders present at the
meeting with more than half of the voting
rights.
The Board of Directors shall
announce to shareholders the resumes and basic information of the
candidate directors and non-employee representative supervisors to
be voted on at the General Meeting of Shareholders.
Besides the cumulative voting
system, the General Meeting of Shareholders will conduct voting on
each of the proposals. If different proposals are submitted on the
same issue, the voting shall be conducted in the chronological
order in which these proposals have been submitted. In case of
interruption of the General Meeting of Shareholders or failure to
reach a resolution due to unusual reasons such as force majeure,
the General Meeting of Shareholders shall not leave the proposals
suspended or leave them without voting.
When the appointment proposal
for director and supervisor candidates are being considered at the
General Meeting of Shareholders, they shall personally attend the
meeting and provide clarifications on their abilities to perform
their duties, professional qualifications, work experience, any
past illegal or delinquent conduct, potential conflicts of interest
with the listed company, as well as their relationships with the
Company's controlling shareholder, actual controller, and other
directors, supervisors, and senior executives.
|
Article 69 The announcement of the
resolutions of the General Meeting of Shareholders shall specify
the number of shareholders (and proxies) present at the meeting,
the total number of shares held (or represented), and their
proportion to the total voting shares of the Company, the voting
method, and the detailed results of voting on each
proposal.
If a proposal is not approved at the
meeting, or if a resolution of the previous General Meeting of
Shareholders is changed in this General Meeting of Shareholders, an
explanation shall be made in the announcement of the resolutions of
the General Meeting of Shareholders.
The Company shall announce the
resolution of repurchasing ordinary shares on the day following the
General Meeting of Shareholders when such a resolution is
made.
When the Company announces the
resolutions of the General Meeting of Shareholders, it shall also
submit the legal opinion issued by the lawyer invited to attend the
meeting to the Shanghai Stock Exchange. If any proposals are
rejected or amended during the General Meeting of Shareholders, the
full text of the legal opinion shall be disclosed.
|
Article 65 The announcement of the
General Meeting of Shareholders shall set forth the number of the
shareholders and proxies attending the meeting, the number of
voting shares
and their proportion in the total voting shares of the Company, the
voting method, the voting result of each proposal and the details
of the approved
resolution.
If a proposal is not approved at the
meeting, or if a resolution of the previous General Meeting of
Shareholders is changed in this General Meeting of Shareholders,
a special prompt
shall be made in the announcement of the resolutions of the General
Meeting of Shareholders.
The Company shall announce the
resolution of repurchasing ordinary shares on the day following the
General Meeting of Shareholders when such a resolution is
made.
When the Company announces the
resolutions of the General Meeting of Shareholders, it shall also
submit the legal opinion issued by the lawyer invited to attend the
meeting to the Shanghai Stock Exchange. If any proposals are
rejected or amended during the General Meeting of Shareholders, the
full text of the legal opinion shall be disclosed.
|
Article 71 After the profit
distribution plan and the plan for converting reserve funds into
share capital are approved by the General Meeting of Shareholders
of the Company, the Board of Directors of the Company shall
complete the distribution (or conversion) of dividends (or shares)
within two months after the General Meeting of Shareholders is
held.
|
Article 67 If the
General Meeting of Shareholders approves proposals on cash
dividends, bonus shares, or conversion of capital reserve into
share capital, the Company shall implement the specific plans
within two months after the conclusion of the General Meeting of
Shareholders.
|
The above proposal has been
deliberated and approved at the 28th Meeting of the Twelfth Board
of Directors on May 29, 2024, and it is hereby presented to you for
deliberation and approval (as special resolution).
Proposal VIII
SDIC Power Holdings Co.,
Ltd.
Proposal on Amending the
Rules of Procedure of the Board
of Directors
Dear shareholders and shareholders'
representatives,
Based on the operation context, the
Company proposed to amend the Rules of Procedure of the Board of
Directors according to the Administrative Measures for Independent
Directors of Listed Companies, the Guidelines for Articles of
Association of Listed Companies (Revised in 2022), the
Guidelines No. 1 of Shanghai
Stock Exchange for Self-regulation of Listed Companies -
Standardized Operation (Revised in December 2023), other
regulations and the Articles of
Association, with details as follows:
Existing
provision
|
Amended
provisions
(The new content is indicated
by underline and bold.)
|
Article 1 To further standardize the
deliberation methods and decision-making procedures of the Board of
Directors of SDIC Power Holdings Co., Ltd. (hereinafter referred to
as "the Company") and improve the standardized operation and
scientific decision-making status of the Board of Directors, these
Rules are formulated according to the Company Law, the Securities Law, the Code of Corporate Governance for Listed
Companies, the Rules
Governing the Listing of Stocks on Shanghai Stock Exchange,
the Essential Articles of
Association for Overseas Listed Companies, and other laws,
regulations, and regulatory documents, as well as the Articles of Association of SDIC Power
Holdings Co., Ltd. (hereinafter referred to as the
"Articles of Association")
in combination with the reality of the Company.
|
Article 1 To further standardize the
deliberation methods and decision-making procedures of the Board of
Directors of SDIC Power Holdings Co., Ltd. (hereinafter referred to
as "the Company") and improve the standardized operation and
scientific decision-making status of the Board of Directors, these
Rules are formulated according to the Company Law of the People's Republic of
China (hereinafter referred to as the
"Company
Law"), the
Securities Law of the People's
Republic of China (hereinafter referred to as the
"Securities
Law"),
the Code of Corporate Governance
for Listed Companies, the Rules
Governing the Listing of Stocks on Shanghai Stock Exchange
(hereinafter referred to as the "Stock Listing Rules"), the
Trial Administrative Measures of
Overseas Securities Offering and Listing by Domestic
Companies (hereinafter referred to as the "Trial Administrative
Measures"), and other laws, regulations, and
regulatory documents, as well as the Articles of Association of SDIC Power
Holdings Co., Ltd. (hereinafter referred to as the
"Articles of Association")
in combination with the reality of the Company.
|
Article 4 The Board of Directors
shall exercise the following powers:
(I) Review and determine the
implementation of decisions and arrangements of the CPC Central
Committee and major initiatives of national development
strategies;
(II) Convene a General Meeting of
Shareholders and report the work to the General Meeting of
Shareholders;
(III) Implement the resolutions of
the General Meeting of Shareholders;
(IV) Formulate the operating policy
and investment plan of the Company and decide the Company's
business plans and investment plans;
(V) Formulate the annual financial
budget plans and final accounting plans of the Company;
(VI) Formulate the profit
distribution plan, profit distribution policy adjustment plan, loss
recovery plans for the Company;
(VII) To formulate the plans to
increase or decrease registered capital, issue bonds or other
securities, and list for the Company;
(VIII) Draw up schemes concerning
the major purchase, purchase of the Company's stocks, or merger,
division, dissolution, and alteration of the Company;
(IX) Deliberate and approve
related-party transactions between the Company and related natural
persons with a transaction amount of more than RMB 300,000 (except
for the guarantee provided by the Company, if it meets the criteria
for deliberation at the General Meeting of Shareholders, it shall
be submitted to the General Meeting of Shareholders for
deliberation and approval after deliberation by the Board of
Directors), and deliberate and approve related-party transactions
between the Company and related parties with a transaction amount
of more than RMB 3 million and accounting for more than 0.5% of
value of the Company's net assets as audited in the latest term
(except for the guarantee provided by the Company, if it meets the
criteria for deliberation at the General Meeting of Shareholders,
it shall be submitted to the General Meeting of Shareholders for
deliberation and approval after deliberation by the Board of
Directors).
The amount of related-party
transactions between the Company and the same affiliated person, or
transaction related to the type of transaction object between the
Company and different affiliated person, will be calculated
according to the principles of accumulative calculation for twelve
(12) consecutive months;
(X) Deliberate and approve the
guarantees and other transactions that shall be reviewed by the
Board of Directors as stipulated in 5.2.8 of the Articles of Association;
(XI) Decide the establishment of
internal management organizations of the Company;
(XII) Decide on the appointment or
dismissal of the Company's general manager, Secretary of the Board
of Directors, and other senior executives according to relevant
regulations and procedures, and determine their remuneration,
rewards, and punishments; appoint or dismiss the deputy general
managers and chief financial officer according to the nomination of
general manager and determine their remuneration, rewards, and
punishments; and appoint or dismiss the Company's general
counsel.
(XIII) Formulate the basic
management system of the Company;
(XIV) Develop the methods of
performance evaluation, sign annual and term performance
responsibility letters with the management members, and
scientifically and reasonably determine the performance evaluation
results of management members;
(XV) Develop the salary management
measures for senior executives, make the salary distribution plan
for senior executives, and establish and improve the restraint
mechanism matching with the incentives of the management
members;
(XVI) Formulate the revision plan
for the Articles of
Association;
(XVII) Manage information disclosure
matters of the Company;
(XVIII) Propose to the General
Meeting of Shareholders the appointment of an accounting firm as
the auditor of the Company and its remuneration;
(XIX) Make major accounting policies
and accounting estimate change plans of the Company;
(XX) Formulate the stock ownership
incentive plan of the Company;
(XXI) Receive the working reports of
the general manager and investigate his or her work;
(XXII) Decide on the establishment
of special committees and the appointment and dismissal of their
relevant candidates;
(XXIII) Formulate a work report of
the Board of Directors;
(XXIV) Other powers granted by laws,
administrative regulations, departmental rules, or the Articles of Association.
When the Board of Directors makes
resolutions mentioned in the preceding paragraph, except for the
circumstances in which directors shall recuse themselves from
voting according to relevant laws, regulations, the Articles of Association, and these
Rules, more than half of the total number of directors of the
Company must vote in favor of the proposal. When the Board of
Directors makes resolutions on the matters mentioned in Items
(VII), (VIII), and (XVI) of the preceding paragraph, the consent of
more than half of all directors of the Company shall be obtained
and it must also be approved by more than two-thirds of the
directors present at the meeting of the Board of Directors. If it
is stipulated in laws, administrative regulations, and the
Articles of Association
that the Board of Directors shall obtain the consent of more
directors when creating a resolution, such stipulation shall
apply.
|
Article 4 The Board of Directors
should exercise the following powers:
(I) Review and determine the
implementation of decisions and arrangements of the CPC Central
Committee and major initiatives of national development
strategies;
(II) Convene a General Meeting of
Shareholders and report the work to the General Meeting of
Shareholders;
(III) Implement the resolutions of
the General Meeting of Shareholders;
(IV) Formulate the operating policy
and investment plan of the Company and decide the Company's
business plans and investment plans;
(V) Formulate the annual financial
budget plans and final accounting plans of the Company;
(VI) Formulate the profit
distribution plan, profit distribution policy adjustment plan, loss
recovery plans for the Company;
(VII) To formulate the plans to
increase or decrease registered capital, issue bonds or other
securities, and list for the Company;
(VIII) Draw up schemes concerning major
purchase, purchase of the Company's stocks, or merger, division,
dissolution, and alteration of the Company;
(IX) Deliberate and approve
related-party transactions between the Company and related natural
persons with a transaction amount of more than RMB 300,000 (except
for the guarantee provided by the Company, if it meets the criteria
for deliberation at the general meeting of shareholders, it shall
be submitted to the general meeting of shareholders for
deliberation and approval after deliberation by the Board of
Directors), and deliberate and approve related-party transactions
between the Company and related parties with a transaction amount
of more than RMB 3 million and accounting for more than 0.5% of
value of the Company's net assets as audited in the latest term
(except for the guarantee provided by the Company, if it meets the
criteria for deliberation at the general meeting of shareholders,
it shall be submitted to the general meeting of shareholders for
deliberation and approval after deliberation by the Board of
Directors).
The amount of related-party
transactions between the Company and the same affiliated person, or
transaction related to the type of transaction object between the
Company and different affiliated person, will be calculated
according to the principles of accumulative calculation for twelve
(12) consecutive months;
(X) Deliberate and approve the
guarantees and other transactions that should be reviewed by the
Board of Directors as stipulated in 5.2.8 of the Articles of Association;
(XI) Decide the establishment of
internal management organizations of the Company;
(XII) Decide on the appointment or
dismissal of the Company's general manager, Secretary of the Board
of Directors, and other senior executives according to relevant
regulations and procedures, and determine their remuneration,
rewards, and punishments; appoint or dismiss the deputy general
managers, the chief
accountant (chief financial officer), and the general counsel according to
the nomination of general manager and determine their remuneration,
rewards, and punishments.
(XIII) Formulate the basic
management system of the Company;
(XIV) Develop the methods of
performance evaluation, sign annual and term performance
responsibility letters with the management members, and
scientifically and reasonably determine the performance evaluation
results of management members;
(XV) Develop the salary management
measures for senior executives, make the salary distribution plan
for senior executives, and establish and improve the restraint
mechanism matching with the incentives of the management
members;
(XVI) Formulate the revision plan
for the Articles of
Association;
(XVII) Manage information disclosure
matters of the Company;
(XVIII) Propose to the General
Meeting of Shareholders the appointment of an accounting firm as
the auditor of the Company and its remuneration;
(XIX) Make major accounting policies
and accounting estimate change plans of the Company;
(XX) Formulate the stock ownership
incentive plan of the Company;
(XXI) Receive the working reports of
the general manager and investigate his or her work;
(XXII) Decide on the establishment
of special committees and the appointment and dismissal of their
relevant candidates;
(XXIII) Formulate a work report of
the Board of Directors;
(XXIV) Decide on the Company's compliance management
system, deliberate and approve the basic system, system
construction plan and annual report of compliance management,
promote the improvement of the compliance management system and
evaluate its effectiveness, study and decide on major matters of
compliance management, and decide on the setting and
responsibilities of the Compliance Management
Department.
(XXV) Other powers granted by laws,
administrative regulations, departmental rules, or the Articles of Association.
When the Board of Directors makes
resolutions mentioned in the preceding paragraph, except for the
circumstances in which directors shall recuse themselves from
voting according to relevant laws, regulations, the Articles of Association, and these
Rules, more than half of the total number of directors of the
Company must vote in favor of the proposal. When the Board of
Directors makes resolutions on the matters mentioned in Items
(VII), (VIII), and (XVI) of the preceding paragraph, the consent of
more than half of all directors of the Company shall be obtained
and it must also be approved by more than two-thirds of the
directors present at the meeting of the Board of Directors. If it
is stipulated in laws, administrative regulations, and the
Articles of Association
that the Board of Directors should obtain the consent of more
directors when creating a resolution, such stipulation shall
apply.
|
Article 6 When the Company shall
disclose foreign investments, purchase and sale of major assets,
pledge of assets, related-party transactions, and external
guarantees according to the provisions of the Articles of Association and under the
Rules Governing the Listing of
Stocks on Shanghai Stock Exchange, these matters shall be
subject to review and approval by the Board of Directors. For
matters that require submission to the General Meeting of
Shareholders for review and approval according to relevant laws,
administrative regulations, departmental rules, and the
Rules Governing the Listing of
Stocks on Shanghai Stock Exchange, the Board of Directors
shall submit such matters to the General Meeting of Shareholders
for review and approval.
|
Article 6 When the Company shall
disclose foreign investments, purchase and sale of major assets,
pledge of assets, related-party transactions, entrusted financing, external
donations, and external guarantees according to the
provisions of the Articles of
Association and under the Rules Governing the Listing of Stocks on
Shanghai Stock Exchange, these matters shall be subject to
review and approval by the Board of Directors. For matters that
require submission to the General Meeting of Shareholders for
review and approval according to relevant laws, administrative
regulations, departmental rules, and the Rules Governing the Listing of Stocks on
Shanghai Stock Exchange, the Board of Directors shall submit
such matters to the General Meeting of Shareholders for review and
approval.
|
Article 12 An extraordinary meeting
shall be convened by the Board of Directors where one of the
following cases occurs:
(I) Shareholders representing more
than one tenth of the voting rights propose to convene such a
meeting;
(II) More than one-third of all the
directors jointly propose to convene such a meeting;
(III) More than half of all the
independent directors propose to convene such a meeting;
(IV) The Supervisory Committee
proposes to convene such a meeting;
(V) The chairman deems it is
necessary to convene such a meeting;
(VI) The general manager proposes to
convene such a meeting;
(VII) The regulatory authority of
securities requires to convene such a meeting;
(VIII) Such a meeting shall be
convened in other circumstances stipulated in the Articles of Association.
|
Article 12 An extraordinary meeting
shall be convened by the Board of Directors where one of the
following cases occurs:
(I) Shareholders representing more
than one tenth of the voting rights propose to convene such a
meeting;
(II) More than one-third of all the
directors jointly propose to convene such a meeting;
(III) More than half of all the independent
directors propose to convene such a meeting;
(IV) The Supervisory Committee
proposes to convene such a meeting;
(V) The chairman deems it is
necessary to convene such a meeting;
(VI) The general manager proposes to
convene such a meeting;
(VII) The regulatory authority of
securities requires to convene such a meeting;
(VIII) Such a meeting shall be
convened in other circumstances stipulated in the Articles of Association.
|
Article 18 Directors shall attend
meetings of the Board of Directors in person. Where a director is
unable to attend for any reason, other director could be entrusted
in writing to attend such meeting on his/her behalf. The
certificate of entrustment shall specify:
(I) Names of trustor and
trustee;
(II) The trustor's brief opinions on
each proposal;
(III) The trustor's authorization
scope and validity period and directives for the intention of
voting on proposals;
(IV) The trustor's signature, date,
etc.
The director representative
attending the meeting shall exercise the director's duties within
the authorized scope.
The trustor who entrusts other
directors to sign on the written confirmation for regular reports
shall authorize special rights in the certificate of
entrustment.
The trustee shall submit the written
certificate of entrustment to the moderator and specify the
entrustment in the register of attendance.
Where a director neither attends the
meeting of the Board of Directors nor entrusts another director to
attend on his/her behalf, he/she shall be deemed to waive his/her
voting rights at the said meeting.
|
Article 18 Directors shall attend
meetings of the Board of Directors in person. Where a director is
unable to attend for any reason, other director could be entrusted
in writing to attend such meeting on his/her behalf. The
certificate of entrustment shall specify:
(I) Names of trustor and
trustee;
(II) The trustor's brief opinions on
each proposal;
(III) The trustor's authorization
scope and validity period and directives for the intention of
voting on proposals;
(IV) The trustor's signature, date,
etc.
The director representative
attending the meeting shall exercise the director's duties within
the authorized scope.
The trustor who entrusts other
directors to sign on the written confirmation for regular reports
shall authorize special rights in the certificate of
entrustment.
The trustee shall submit the written
certificate of entrustment to the moderator and specify the
entrustment.
Where a director neither attends the
meeting of the Board of Directors nor entrusts another director to
attend on his/her behalf, he/she shall be deemed to waive his/her
voting rights at the said meeting.
The responsibilities of
directors for voting matters shall not be exempted by the
entrustment of other directors.
|
Article 23 After the full discussion
on each proposal, the moderator shall ask the present directors to
vote for proposals one by one.
The one-person-one-vote system shall
be practiced when resolutions of the Board of Directors are put to
vote. In the case of equal affirmative and dissenting votes, the
Chairman has the right to cast one more vote.
The voting method for resolutions of
the Board of Directors is on-site voting, including voting by poll
and voting by a show of hands.
The voting intention of directors
shall be divided into "favor", "against", and "abstention". The
present directors shall choose one from the foregoing intentions.
The moderator shall request directors who have not chosen any
intention or have chosen at least two intentions simultaneously to
re-choose the intention, and those directors who refuse to choose
any intention shall be deemed as abstention of the exercise of
voting power; directors who leave the venue during meetings and
have not chosen any intention shall be deemed as abstention of the
exercise of voting power.
Provided that the directors are
ensured to be able to fully express opinions, the interim meeting
of the Board of Directors can be held and resolution can be made by
correspondence (including fax), and the resolution shall be signed
by directors attending the meeting.
|
Article 23 After the full discussion
on each proposal, the moderator shall ask the present directors to
vote for proposals one by one.
The one-person-one-vote system shall
be practiced when resolutions of the Board of Directors are put to
vote.
The voting method for resolutions of
the Board of Directors is on-site voting, including voting by poll
and voting by a show of hands.
The voting intention of directors
shall be divided into "favor", "against", and "abstention". The
present directors shall choose one from the foregoing intentions.
The moderator shall request directors who have not chosen any
intention or have chosen at least two intentions simultaneously to
re-choose the intention, and those directors who refuse to choose
any intention shall be deemed as abstention of the exercise of
voting power; directors who leave the venue during meetings and
have not chosen any intention shall be deemed as abstention of the
exercise of voting power.
Provided that the directors are
ensured to be able to fully express opinions, the interim meeting
of the Board of Directors can be held and resolution can be made by
correspondence (including fax), and the resolution shall be signed
by directors attending the meeting.
|
Article 28 The Board of Directors
shall make resolutions in regard to profit distribution and
increase of capital converted by capital reserve. For matters
without official audit reports from the certified accountant, the
resolution could be made accounting to the draft audit report
(financial data other than profit distribution or increase of
capital converted by accumulation fund are determined) at first.
After the official report is offered, the resolution can be
finalized.
|
Article 28 The Board of Directors
shall make resolutions in regard to profit distribution and
increase of capital converted by capital reserve. For matters
without official audit reports from the certified accountant, the
resolution could be made accounting to the draft audit report
(financial data other than profit distribution or increase of
capital converted by accumulation fund are determined) at first.
After the official report is offered, the resolution can be
finalized.
If independent directors
believe that the specific plan for cash dividends may harm the
rights and interests of the Company or minority shareholders, they
have the right to express independent opinions. If the Board of
Directors has not adopted or fully adopted the opinions of
independent directors, the opinions of independent directors and
the specific reasons for not adopting them shall be recorded in the
resolution of the Board of Directors and
disclosed.
|
Article 31 The Board of Directors
shall keep minutes on decisions of the meeting on the agenda items,
and directors and the Secretary of the Board of Directors present
at the meeting and the recorder shall sign on the minutes. The
minutes of meetings of the Board of Directors shall be preserved as
archives. The Secretary of the Board of Directors shall appoint
relevant personnel of the Securities Department to make the minutes
of meetings of the Board of Directors. The minutes shall
record:
(I) Session, date, place of the
meeting, and in what way it is held;
(II) Delivery of meeting
notice;
(III) Names of convener and
moderator of the meeting;
(IV) The attendance of directors
personally or under entrustment;
(V) Instructions for meeting
procedure and convocation;
(VI) Proposals to be reviewed, key
points addressed by each Director on relevant matters, his/her main
opinions, and voting options for proposals;
(VII) Voting method and result of
each draft resolution (specifying numbers of votes in favor,
against, and abstention);
(VIII) Other matters as directors
present consider to be recorded.
|
Article 31 The Board of Directors
shall keep minutes on decisions of the meeting on the agenda items,
and directors and the Secretary of the Board of Directors present
at the meeting and the recorder shall sign on the minutes. The
minutes of meetings of the Board of Directors shall be preserved as
archives. The Secretary of the Board of Directors shall appoint
relevant personnel of the Securities Department to make the minutes
of meetings of the Board of Directors. The minutes shall
record:
(I) The date and place of the
meeting and the name of the convener;
(II) Names of the directors
attending the meeting and the directors (proxies) entrusted to
attend the meeting of the Board of Directors;
(III) Agenda of the
meeting;
(IV) Main points of speeches
delivered by directors;
(V) Voting method and results
of the resolution for each issue (the voting result shall state the
number of affirmative votes, negative votes, or abstention
votes).
|
A new article is added and the
serial number of original Article 35 has been sequentially replaced
with Article 36.
|
Article 35 If the Board of
Directors does not adopt or fully adopt the opinions of the
Nomination Committee and the Remuneration and Assessment Committee,
the opinions of the professional committees and the specific
reasons for not adopting them shall be recorded in the resolutions
of the Board of Directors and disclosed.
When disclosing resolutions
of the Board of Directors, the Company shall also disclose the
dissenting opinions of independent directors and record them in the
resolutions of the Board of Directors and minutes of
meetings.
|
Article 37 The Secretary of the
Board of Directors shall be responsible for preserving the archives
of meetings of the Board of Directors including notice of meetings,
documents of meetings, register of meetings, certificate of
entrustment, votes, records of meetings signed by the present
directors for confirmation, minutes of meetings (if any), records
of resolutions (if any), and announcements of resolutions. The
Secretary of the Board of Directors may entrust the Securities
Department of the Company to act as the custodian.
The archives of meetings of the
Board of Directors shall be preserved for 10 years.
|
Article 37 The Secretary of the
Board of Directors shall be responsible for preserving the archives
of meetings of the Board of Directors including notice of meetings,
documents of meetings, certificate of entrustment, votes, records
of meetings signed by the present directors for confirmation,
minutes of meetings (if any), records of resolutions (if any), and
announcements of resolutions. The secretary of the Board of
Directors may entrust the Securities Department of the Company to
act as the custodian.
The archives of meetings of the
Board of Directors shall be preserved for 10 years.
|
The above proposal has been
deliberated and approved at the 28th Meeting of the Twelfth Board
of Directors on May 29, 2024, and it is hereby presented to you for
deliberation and approval (as special resolution).
Proposal IX
SDIC Power Holdings Co.,
Ltd.
Proposal on Amending the
Working System of Independent
Directors
Dear shareholders and shareholders'
representatives,
To fully leverage the role of
independent directors and further improve its corporate governance
structure, the Company plans to amend the Working System of Independent Directors of
SDIC Power Holdings Co., Ltd. according to the Administrative Measures for Independent
Directors of Listed Companies issued by the China Securities
Regulatory Commission, the Rules
Governing the Listing of Stocks on Shanghai Stock Exchange,
and the Guidelines No. 1 of
Shanghai Stock Exchange for Self-regulation of Listed Companies -
Standardized Operation.
The major amendments are as
follows:
I. The qualification requirements
for independent director candidates have been updated according to
the Guidelines No. 1 of Shanghai
Stock Exchange for Self-regulation of Listed Companies -
Standardized Operation;
II. According to the Administrative Measures for Independent
Directors of Listed Companies, the independence
requirements, responsibilities and performance methods, appointment
and dismissal requirements, and performance guarantees of
independent director candidates have been correspondingly amended,
and other contents related to special meetings for independent
directors have been added.
For other specific details, please
refer to the full text of the system in the annex.
The above proposal has been
deliberated and approved at the 28th Meeting of the Twelfth Board
of Directors on May 29, 2024, and it is hereby presented to you for
deliberation and approval.
Annex
SDIC Power Holdings Co.,
Ltd.
Working System of Independent
Directors
Chapter I General
Provisions
Article 1
The Working System is formulated in accordance with the
Company Law of the People's
Republic of China (hereinafter referred to as the
"Company Law") and the
Articles of Association of SDIC
Power Holdings Co., Ltd. (hereinafter referred to as the
"Articles of Association")
and other relevant laws and regulations, as well as with reference
to the Administrative Measures
for Independent Directors of Listed Companies (hereinafter
referred to as the "Administrative Measures") issued by
China Securities Regulatory Commission (hereinafter referred to
as "CSRC"), Guidelines No.
1 of Shanghai Stock Exchange for Self-regulation of Listed
Companies - Standardized Operation (Revised August 2023)
(hereinafter referred to as the "Standardized Operation") and other
regulations and guidelines, for the purpose of promoting the
standardized operation of SDIC Power Holdings Company Limited
(hereinafter referred to as "the Company"), safeguarding the
interests of the Company as a whole, and protecting the lawful
rights and interests of all shareholders, especially the small and
medium-sized shareholders.
Article 2 Independent directors
refer to directors who do not hold any other positions rather than
directors in the listed company, and have no direct or indirect
interest relationship with the listed company in employment and its
major shareholders and actual controllers, nor any other
relationship that may affect their independent and objective
judgments.
Article 3 The independent directors
shall have the duty of loyalty and diligence to the Company and all
shareholders. Independent directors shall conscientiously perform
their duties and safeguard the overall interests of the Company in
accordance with relevant laws and regulations, the Administrative Measures and the
Articles of Association,
especially paying attention to that the legitimate rights and
interests of public shareholders are not damaged. Independent
directors shall perform their duties independently, free from any
influence of the principal shareholders and actual controllers of
the Company or any other organization or individual in
benefit-based relationships with the Company.
Article 4 Independent directors
shall ensure that they have enough time and energy to effectively
perform the duties of an independent director.
Article 5 The number of independent
directors of the Company shall not be less than one-third of the
total number of directors on the Board of Directors, including at
least one accounting professional.
Article 6 For the Remuneration and
Assessment Committee, the Audit Committee and the Nomination
Committee under the Board of Directors, more than half of the
members of such committees shall be independent directors. The
Audit Committee shall be convened by the accounting professional
among independent directors, and the Remuneration and Appraisal
Committee and the Nomination Committee shall be convened by an
independent director.
Chapter II Qualifications and
Conditions of Independent Directors
Article 7 Independent directors of
the Company shall meet the following basic requirements:
(i) Have the qualification to serve
as a director of a listed company in accordance with laws,
administrative regulations and other relevant
provisions;
(ii) Have the independence required
by the Working System;
(iii) Have basic knowledge of the
operation of listed companies, and be familiar with relevant laws,
administrative regulations, rules and regulations;
(iv) Have more than five years of
work experience in law, accounting, economics or other aspects
necessary for performing the duties of an independent
director;
(v) Other conditions specified in
the Articles of
Association.
Article 8 The qualifications of
independent director candidates shall meet the requirements of the
following laws and regulations:
(i) Provisions of the Company Law on qualifications of
directors;
(ii) Provisions concerning the
concurrent posts of civil servants in Civil Servant Law of the People's Republic of
China;
(iii) Administrative Measures for Independent
Directors of Listed Companies issued by China Securities
Regulatory Commission and self-regulation rules of the Shanghai
Stock Exchange;
(iv) Provisions of the Central
Commission for Discipline Inspection and Organization Department of
the CPC Central Committee (Notification on Regulating the Cadres Filed
in Central Organization Department to Serve as the Independent
Director or Independent Supervisor in Listed Company and Funds
Management Company after Leaving Public Office or
Retirement);
(v) Relevant provisions of the
Opinions on Further Regulating
the Part-time Jobs (Appointments) of Party and Government Leading
Cadres in Enterprises issued by the Organization Department
of the CPC Central Committee;
(vi) Relevant provisions of the
Central Commission for Discipline Inspection, Ministry of Education
and Ministry of Supervision concerning Opinions on Strengthening Anti-corruption and
Clean Government Construction in Colleges and
Universities.
(vii) Circumstances stipulated by
other laws, regulations, departmental rules, Articles of
Association and Shanghai Stock Exchange.
Article 9 The independent director
candidates shall be independent and do not belong to the following
circumstances:
(i) Persons who work in the Company
or its affiliated enterprises and their spouses, parents, children
and main social relations (main social relations refer to siblings,
spouses of siblings, parents-in-law, siblings-in-law, spouses of
children, parents-in-law of children's spouses, etc.);
(ii) Natural person shareholders
directly or indirectly holding more than 1% of the issued shares of
the Company or among the top 10 shareholders of the Company and
their spouses, parents and children of such persons;
(iii) Persons employed by the
companies that directly or indirectly hold more than five percent
of the issued capital stock of the Company or the companies among
the top fire shareholders of the Company or their spouses, parents
and children of such persons;
(iv) Persons who work in the
affiliated enterprises of the Company's controlling shareholder and
actual controller and their immediate family members;
(v) Persons who have major business
dealings with the Company, its controlling shareholders, actual
controllers or their respective affiliated enterprises, or persons
who hold posts in companies with major business dealings with them,
their controlling shareholders and actual controllers;
(vi) Persons who provide financial,
legal, consulting and sponsorship services for the Company, its
controlling shareholders or their respective affiliated
enterprises, including but not limited to all project team persons
of intermediaries providing service, reviewers at all levels,
persons signing the report, partners, directors, senior executives
and principals;
(vii) Persons who are covered under
the circumstances listed in items (i) to (vi) within the last
twelve months;
(viii) Other persons who do not have
independence as stipulated by laws, administrative regulations,
provisions of the China Securities Regulatory Commission, business
rules of the Shanghai Stock Exchange and the Articles of Association.
The affiliated enterprises of the
Company's controlling shareholder and actual controller mentioned
in items (iv) to (vi) of the preceding paragraph do not include
those controlled by the same state-owned asset management agency as
the Company or that have not formed an association relationship
with the Company according to relevant regulations.
Independent directors shall conduct
self-examinations on their independence every year and submit the
self-examination results to the Board of Directors. The Board of
Directors shall evaluate the independence of incumbent independent
directors every year and issue special opinions, which shall be
disclosed together with the annual report.
Article 10 The independent director
candidates shall have no negative records as listed
below:
(i) Administrative punishment by the
China Securities Regulatory Commission or criminal penalties by the
judiciary authorities for securities and futures violations in the
past three years;
(ii) The period that the person has
publicly confirmed by the Securities Exchange not to be suitable
for acting as a Director of the Board of Directors of a listed
company has not expired;
(iii) The public censure or three
times of notice of criticism or above has/have been made by the
Securities Exchange in the last three years;
(iv) Where, during a previous term
as an independent director, the candidate failed to attend, in
person or by proxy, two consecutive meetings and the Board of
Directors proposed to the General Meeting of Shareholders to remove
him or her from office; and the period since such dismissal has not
exceeded 12 months;
(v) Where the candidate is under
investigation by the China Securities Regulatory Commission or
judicial authority for suspected violations of laws and regulations
concerning securities and futures, but there has been no definitive
conclusion yet;
(vi) There is a negative record of
major untrustworthiness or so on;
(vii) The independent opinions
issued during his tenure as an independent director were clearly
inconsistent with the facts;
(viii) Other circumstances as
determined by the Shanghai Stock Exchange.
Article 11 An independent director
should, in principle, serve as an independent director for no more
than three listed companies in China, and should ensure that he or
she has sufficient time and energy to perform the duties of an
independent director effectively.
Article 12 Those who are nominated
as candidates for independent directors in the capacity of
accounting professionals shall have rich professional knowledge and
experience in accounting, and meet at least one of the following
conditions:
(i) Have the qualification of a
certified public accountant;
(ii) Have a senior professional
title in accounting, auditing or financial management, an associate
professor's professional title or above, or a doctoral
degree;
(iii) Have senior professional
titles in economic management and more than 5 years of full-time
working experience in accounting, auditing or financial
management.
Article 13 Where an independent
director no longer meets the qualifications for serving as such
after assuming office due to any circumstances set out in this
Chapter, he or she shall immediately cease the performance of
duties and tender his or her resignation from the position of
independent director. Where a director fails to resign as required,
the Board of Directors shall immediately remove him from his
position in accordance with the rules upon becoming aware or upon
having reason to know of the occurrence of the fact.
Chapter III Appointment and
Dismissal of Independent Directors
Article 14 The Board of Directors,
the Supervisory Committee, and the shareholders individually or
jointly holding more than 1% of the issued stock of the Company can
nominate the candidates for independent directors who shall go
through the election of the General Meeting of
Shareholders.
Article 15 The nominators of
candidates for independent directors shall acquire the consent of
the nominee prior to nomination.
Article 16 The nominators shall
fully understand the nominee's occupation, educational background,
professional title, detailed work experience, all part-time jobs,
whether there are negative records such as major dishonesty, etc.,
and express opinions on his/her independence and other conditions
for serving as an independent director. The nominee shall make a
public statement on his/her independence and other conditions for
serving as an independent director.
The Nomination Committee of the
Board of Directors shall examine the qualifications of nominees and
form clear examination opinions.
Article 17 Before the General
Meeting of Shareholders for electing independent directors is
convened, the Company shall disclose the relevant contents in
accordance with the provisions of Article 15 and Article 16 of the
Working System, and submit the relevant materials of all nominees
to the Shanghai Stock Exchange. The relevant submitted materials
shall be true, accurate and complete. In case of any objection of
the Board of Directors for the information of a nominee, the
written comments of the Board of Directors shall also be delivered
at the same time.
Article 18 If the independent
director candidate does not meet the qualifications or independence
requirements for independent directors, the Shanghai Stock Exchange
may raise objections to the qualifications and independence of the
independent director candidate, and the Company shall disclose them
promptly.
During the General Meeting of
Shareholders for electing independent directors, the Board of
Directors shall make a statement on whether or not the Shanghai
Stock Exchange has any objection to the candidates for independent
directors. The Company shall not submit to the General Meeting of
Shareholders for election of candidates for independent directors
who have raised objections from the Shanghai Stock Exchange. The
proposal shall be canceled if it has already been submitted for
deliberation at the General Meeting of Shareholders.
Article 19 The independent directors
have the same term of office as the other directors of the Company
and are entitled to reelection and reappointment upon expiration of
the term of office. However, the term of reappointment shall not
exceed 6 years.
Article 20 Before the term of office
of an independent director expires, the Company may remove him/her
from office in accordance with legal procedures. In the event that
the term of an independent director is prematurely terminated, the
Company should promptly disclose the specific reasons and grounds
for such termination. If an independent director believes that the
reasons for dismissal are improper, he or she may raise objections
and reasons, and the Company shall disclose them
promptly.
Article 21 Where an independent
director fails to attend the meeting of the Board of Directors in
person or does not entrust other independent directors to attend on
his/her behalf for two consecutive times, the Board of Directors
shall propose to the General Meeting of Shareholders within 30 days
from the date of occurrence of such fact to remove from office of
the independent director.
Article 22 The independent director
shall submit a written resignation to the Board of Directors and
elaborate on the issues related to the resignation or issues that
he/she believes necessarily require the attention of the
shareholders and the creditor of the Company. The Company shall
disclose the reasons for and matters concerning the resignation of
independent directors.
Where the proportion of independent
directors in all members of the Board of Directors is less than
one-third due to the resignation of independent directors, or the
number of independent directors is less than half in the
Remuneration and Assessment Committee, the Audit Committee and the
Nomination Committee under the Board of Directors of the Company,
or there is no accounting professional among the independent
directors, the independent director who proposed to resign shall
continue to perform his duties until the date when a new
independent director is elected. The Company shall complete the
by-election within 60 days from the date of resignation of an
independent director.
Chapter IV Responsibilities
and Performance Methods of Independent Directors
Article 23 The independent directors
shall perform the following duties:
(i) Participate in the
decision-making of the Board of Directors and express clear
opinions on the matters discussed;
(ii) Supervise the potential major
conflicts of interest with its controlling shareholder, actual
controller, directors and senior executives to promote the
decision-making of the Board of Directors in line with the overall
interests of the Company and protect the legitimate rights and
interests of minority shareholders;
(iii) Provide professional and
objective suggestions on the Company's business development to
promote the decision-making level of the Board of
Directors;
(iv) Perform other duties specified
by laws and regulations, relevant provisions of the Shanghai Stock
Exchange and the Articles of
Association.
Independent directors should perform
their duties independently and impartially, free from the influence
of the Company and its major shareholders, actual controllers and
other units or individuals. If it is found that the matters under
deliberation affect their independence, they shall declare to the
Company and withdraw. In case of any situation that obviously
affects his/her independence during the term of office, he/she
shall notify the Company promptly and propose solutions and shall
submit the resignation if necessary.
Article 24 The independent directors
shall exercise the following special functions and
powers:
(i) Independently employ an
intermediary to audit, consult or check specific matters of the
Company;
(ii) Propose to the Board of
Directors to convene an Extraordinary General Meeting of
Shareholders;
(iii) Propose to convene a meeting
of the Board of Directors;
(iv) Solicit shareholders' rights
from the shareholder in an open manner according to law;
(v) Express independent opinions on
matters that may damage the rights and interests of the Company or
minority shareholders;
(vi) Perform other functions and
powers specified in laws, administrative regulations, provisions of
the China Securities Regulatory Commission and the Articles of Association.
Independent directors shall obtain
the consent of more than half of all independent directors when
exercising items (i) to (iii) of the above special functions and
powers.
Where an independent director
exercises the above-mentioned special functions and powers, the
listed company shall disclose the specific situations in a timely
manner. If the proposal put forward by independent directors
according to the above special functions and powers is not adopted
or their functions and powers cannot be exercised normally, the
Company shall disclose the specific situation and
reasons.
Article 25 The following matters
shall be submitted to the Board of Directors for deliberation after
being approved by more than half of all independent directors of
the Company:
(i) Related-party transactions that
shall be disclosed;
(ii) Plans for change or exemption
of commitments by the Company and related parties;
(iii) Decisions and measures taken
by the Board of Directors of the listed company to be acquired with
respect to the acquisition;
(iv) Other matters specified in
laws, administrative regulations, provisions of the China
Securities Regulatory Commission and the Articles of Association.
Article 26 The Company shall hold
regular or irregular meetings attended by all independent directors
(hereinafter referred to as the special meeting for independent
directors). The matters listed in Items (i) to (iii) of Article 24
and Article 25 of the Working System shall be deliberated at the
Special Meetings of Independent Directors.
The Special Meetings of Independent
Directors may study and discuss other matters of the Company as
required.
The Special Meetings of Independent
Directors shall be convened and presided over by an independent
director jointly elected by more than half of the independent
directors; if the convener fails to perform or is unable to perform
his/her duties, two or more independent directors may themselves
convene and elect a representative to preside over it.
The Company shall provide
convenience and support for the Special Meetings of Independent
Directors.
Article 27 Independent directors
shall attend the meeting of Board of Directors in person.
Independent directors who fail to attend meetings in person for
some reason shall review documents of meetings in advance, form
clear opinions and entrust other directors in writing to attend
meetings on his or her behalf.
Article 28 Minutes of the meetings
for the Board of Directors, and special committees and Special
Meetings of Independent Directors of the Company shall be made in
accordance with the regulations, and the opinions of the
Independent Directors shall be set out in the minutes. Independent
directors shall sign the minutes of the meeting for
confirmation.
Independent directors shall make
work records to record the performance of their duties in detail.
The information, relevant meeting minutes and communication records
with the Company and intermediary staff obtained by independent
directors during their performance of duties constitute an integral
part of the work record. For important contents in the work
records, independent directors may require the Secretary of the
Board of Directors and other relevant persons to sign for
confirmation, and the Company and relevant persons shall
cooperate.
The work records of independent
directors and the materials provided by the Company to them shall
be kept for at least 10 years.
Article 29 Independent directors
shall perform their duties in the special committees of the Board
of Directors in accordance with laws, administrative regulations,
provisions of the China Securities Regulatory Commission, business
rules of the Shanghai Stock Exchange and Articles of Association. Independent
directors shall attend the meeting of the special committee in
person. If they cannot attend the meeting in person for some
reason, they shall review the meeting materials in advance to form
clear opinions and entrust other independent directors in writing
to attend the meeting on their behalf. When performing their
duties, independent directors may, in accordance with established
procedures, bring significant matters within the purview of a
committee to that committee for discussion and
consideration.
Article 30 Independent directors
should work no less than 15 days at the company's premises each
year.
In addition to attending the General
Meeting of Shareholders, the Board of Directors and its special
committees, and the Special Meetings of Independent Directors as
required, independent directors may perform their duties in various
ways such as regularly obtaining information on the Company's
operation, listening to management reports, communicating with the
person in charge of internal audit institutions and intermediaries
(such as accounting firms) that undertake the audit business of the
Company, making field visits, and communicating with minority
shareholders.
Article 31 The Company shall improve
the communication mechanism between independent directors and
minority shareholders, and the independent directors may verify the
issues raised by investors with the Company promptly.
Article 32 Independent directors
shall submit an annual work report to the Annual General Meeting of
Shareholders, explaining their performance of duties. The annual
work report shall include the following contents:
(i) Number of attendances at the
Board of Directors, way and voting situation; number of attendances
at the General Meeting of Shareholders;
(ii) Participation in the work of
special committees of the Board of Directors and Special Meetings
of Independent Directors;
(iii) Deliberate the potential major
conflicts of interest between the Company and its controlling
shareholders, actual controllers, directors and senior executives
and exercise the special functions and powers of independent
directors listed in Article 24 of the Working System;
(iv) Major matters, methods and
results of communication with the internal audit institution and
the accounting firm undertaking the audit services of the Company
on the financial and business conditions of the Company;
(v) Communication and exchanges with
minority shareholders;
(vi) Times and contents of on-site
work in the Company;
(vii) Other information about the
performance of duties.
The annual work report of
independent directors shall be disclosed at the latest when the
Company issues the notice of the Annual General Meeting of
Shareholders.
Article 33 Independent directors
shall continuously strengthen the study of securities laws,
regulations and rules to constantly improve their ability to
perform duties. China Securities Regulatory Commission, Shanghai
Stock Exchange and China Association for Public Companies can
provide relevant training services.
Chapter V Performance
Guarantee of Independent Directors
Article 34 The Company shall provide
necessary working conditions and personnel support for independent
directors to perform their duties, and designate special
departments and personnel to assist them in performing their
duties.
The Secretary of the Board of
Directors shall ensure smooth communication between independent
directors and other directors, senior executives and other relevant
persons, and ensure that independent directors can obtain
sufficient resources and necessary professional advice when
performing their duties.
Article 35 The Company shall
guarantee that independent directors enjoy the same right to know
as other directors. To ensure that the independent directors
effectively exercise their functions and powers, the Company shall
provide relevant materials and information to the independent
directors promptly, regularly report the operation of the Company,
and organize or cooperate with the independent directors to carry
out field visits.
The Company may organize independent
directors to participate in research and demonstration before the
Board of Directors deliberates major complex matters, fully listen
to the opinions of independent directors, and timely give feedback
to them on the adoption of opinions.
Article 36 The Company shall timely
send the notice for the meeting of the Board of Directors to
independent directors, provide relevant meeting materials no later
than the notice period of the meeting of the Board of Directors
stipulated in the Articles of
Association, and provide effective communication channels
for independent directors; if the special committee of the Board of
Directors convenes a meeting, the Company shall, in principle,
provide relevant materials and information no later than 3 days
before the convening of the special committee meeting. The Company
shall keep the above meeting materials for at least 10
years.
When two or more independent
directors think that the meeting materials are incomplete,
insufficiently demonstrated or not provided in time, they may
jointly submit a written request to the Board of Directors to
postpone the meeting of the Board of Directors or postpone the
deliberation of the matters, which shall be adopted by the Board of
Directors.
Article 37 The Company shall provide
necessary working conditions for independent directors to perform
their duties.
The Secretary of the Board of
Directors shall provide assistance for the independent directors to
perform their duties. Independent opinions, proposals, and written
explanations issued by independent directors, which are to be
disclosed, shall be handled by the Secretary of the Board of
Directors for announcement to the Shanghai Stock Exchange in a
timely manner.
Article 38 Relevant personnel of the
Company shall assist the independent directors to perform their
duties and neither reject, hinder nor conceal nor interfere with
their exercise of functions and powers. Where an independent
director encounters any obstruction in exercising his/her functions
and powers according to law, he/she may explain the situation to
the Board of Directors, require directors, senior executives and
other relevant persons to cooperate, and record the specific
circumstances and solutions of the obstruction in the work records;
where the obstruction still cannot be eliminated, he/she may report
to China Securities Regulatory Commission and Shanghai Stock
Exchange.
Article 39 The Company shall bear
the expenses (for example, travel expenses) arising from the
engagement of an intermediary by independent directors and other
expenses necessary for exercising their functions and
powers.
Article 40 The Company shall give
the independent directors allowances commensurate with their
duties, and the standard of allowances shall be formulated by the
Board of Directors, reviewed and approved at the General Meeting of
Shareholders, and disclosed in the annual report of the
Company.
In addition to the above allowances,
independent directors shall not obtain other benefits from the
Company and its major shareholders, actual controllers or
interested units and persons.
Chapter VI Supplementary
Provisions
Article 41 Matters not covered in
the Working System shall be implemented by the Company in
accordance with relevant laws and regulations, normative documents
and the provisions of the Articles of Association.
Article 42 For the purpose of the
Working System, the terms "above" and "below" shall include the
number itself; while the terms "exceeding" and "higher than"
exclude the number itself.
Article 43 The Working System is
formulated by the Board of Directors and shall come into effect
after being reviewed and approved by the General Meeting of
Shareholders, and so does the revised version. The original
Working System of Independent
Directors (GTDL [2017] No. 170) shall be abolished on the
effective date of the Working System.
Article 44 The Working System shall
be interpreted by the Board of Directors.