Notice of AGM
March 25 2004 - 1:02AM
UK Regulatory
RNS Number:9171W
Zhejiang Southeast Elec Power Co Ld
25 March 2004
Zhejiang Southeast Electric Power Company Limited
Announcement on Resolutions of the Seventh Meeting of the Third Board of
Directors and Notice to Convene the 2003 Shareholders' General Meeting
The seventh meeting of the third Board of Directors of Zhejiang Southeast
Electric Power Company Limited ("the Company") was convened at the Air Forces
Hangzhou Sanatorium on 23 March 2004. Fifteen directors should be present and
fourteen directors were present at the meeting. Huan Guocang, an independent
director, was unable to attend the meeting due to illness. Supervisors and
senior management personnel of the Company attended the meeting as non-voting
delegates. The convening of the meeting complied with the relevant stipulations
of the Company Law and the Articles of Association and the meeting was lawful
and valid. The meeting was chaired by Chairman Sun Yongsen and Vice Chairman
Wang Xiaosong. The following resolutions were discussed and unanimously passed
at the meeting:
I. Discussed and approved the Work Report of the Board of
Directors for 2003;
II. Discussed and approved the Work Report of the General
Manager for 2003;
III. Discussed and approved the Final Accounting Statements for
2003;
IV. Discussed and approved the Proposal on Allocation of Long-term
Investment Value Diminution Provisions in relation to China Southern Securities
Co., Ltd;
As the financial and fund position of China Southern Securities Co., Ltd.
worsened as a result of disorderly management, inadequate internal control and
improper management, it was put under administrative receivership on 2 January
2004. Owing to the above circumstances and according to the information on
auditing statements provided by the auditing organ of China Southern Securities
Co., Ltd., it was agreed to allocate corresponding long-term investment value
diminution provisions in the amount of RMB180,150,000.
V. Discussed and approved the Proposal on Property Abandonment
Loss for 2003;
The property inspection results of the Company for 2003 were agreed: net loss of
RMB29,446,133.75 as a result of fixed assets abandonment due to technical
transformation and maturity of the useful life of equipment; net loss of
RMB649,439.12 as a result of current assets abandonment and inventory loss due
to renewal of equipment and natural wear and tear.
VI. Discussed and approved the Proposal on Profit Distribution for
2003;
The Proposal on Profit Distribution for 2003 is as follows: taking the after-tax
profit of the parent company in the amount of RMB609,283,351.82 audited by the
domestic accountants as the base, 10%, that is RMB60,928,335.18, will be
allocated as statutory common reserve fund and statutory public welfare fund
respectively, totalling RMB121,856,670.36. The profit of the Company
distributable to the shareholders is RMB1,736,264,021.69. After distribution of
dividend in the sum of RMB498,480,000.00 for 2002, the undistributed profit of
the Company for 2003 is RMB1,237,784,021.69.
According to the accounting statements audited by domestic and international
accounting firms, following the principle of "whichever the lower" and taking
the 2.01 billion shares in the aggregate share capital of the Company at the end
of 2003 as the base number, a cash dividend of RMB2.50 (including tax) will be
distributed per 10 shares, totalling RMB502,500,000.00.
The above proposal for profit distribution has to be submitted to the 2003
shareholders' general meeting for discussion and approval prior to
implementation.
VII. Discussed and approved the Proposal on Board Reward for 2003 and
Remuneration Assessment Methods for 2004;
It was agreed to give a one-off board award for 2003 to the staff of the Company
totalling RMB20,000,000 which shall be stated in the profit and loss items of
the current period in 2003; agreed to reward senior management personnel of the
Company according to three responsibility system assessment methods, that is,
safe production, operating resultsand honest party practice; the remuneration
and assessment methods of the Company for 2004 were hereby agreed.
VIII. Discussed and approved the Annual Report for 2003 and the Summary
of the Annual Report;
IX. Discussed and approved the Technical Transformation and
Technology Projects Investment Plans for 2004;
X. Discussed and approved the Financial Budgetary Report for
2004;
XI. Discussed and approved the Proposal onRe-appointment of
Accounting Firms;
To reappoint Zhejiang Pan-China Certified Public Accountants and
PricewaterhouseCoopers China Limited to provide accounting statements auditing
and other relevant consultancy services to the Company for oneyear. The amount
and method in relation to the payment of remuneration will be proposed by the
management team upon authorisation by the board of directors and submitted to
the chairman for approval.
XII. Discussed and approved the Proposal on Convening the 2003
Shareholders' General Meeting;
The Company will convene its 2003 shareholders' general meeting at Hangzhou
Sunny Hotel (No.108 Jiefang Road, Hangzhou) on 12 May 2004 at 9.00 a.m.
Specific matters are as follows:
1. Matters to be discussed at the meeting:
(i) To discuss the Work Report of the Board of Directors for 2003;
(ii) To discuss the Work Report of the Supervisory Committee for 2003;
(iii) To discuss the Final Accounting Statements for 2003;
(iv) To discuss the Proposal on Allocation of Long-term Investment Value
Diminution Provisions in relation to China Southern Securities Co., Ltd.;
(v) To discuss the Proposal on Profit Distributionfor 2003;
(vi) To discuss the Financial Budgetary Report for 2004;
(vii) To discuss the Proposal on Re-appointment of Accounting Firms.
2. Attendees of the meeting
(i) All the shareholders of the Company who have registered at China
Securities Clearing & Registration Corporation Shanghai Branch by the time the
market closes in the afternoon of 23 April 2004 shall have the right to attend
the meeting (the last trading day for B shares shall be 20 April);
(ii) Shareholders who are unable to attend the meeting due to certain
reasons may appoint their proxies to attend the meeting (please find below the
proxy form);
(iii) Directors, supervisors and senior management personnel of the Company.
3. Registration method
(i) Registration formalities:
Legal person shareholders complying with the above conditions shall produce
their shareholders' account cards, copies of business licenses and legal
representativeproxy forms and identity cards of the attendees and complete the
registration formalities;
Individual shareholders complying with the above conditions shall produce their
shareholders' account cards, identity cards and shareholding evidence and
complete the registration formalities;
Proxies shall produce proxy forms, identity cards, shareholder account cards of
the appointors and shareholding evidence of the appointors and complete the
registration formalities.
(ii) Timeof registration: 28 April 2004 9:00 a.m. - 11:00 a.m., 2:00 p.m.
- 4.00 p.m.
(iii) Place of registration: Secretarial Office of the Board of the Company
4. Other matters
(i) The meeting will last half a day and the shareholders shall bear their
own costs of board and lodging and transportation.
Address of the Company: Secretarial Office of the Board, Level 22-23, Triplenic
Mansion, 528 Yanan Road, Hangzhou
Postal code: 310006
Telephone: 0571-85774566
Fax: 0571-85774321
Board of Directors
Zhejiang Southeast Electric Power Company Limited
25 March 2004
Proxy Form
I/We hereby authorise Ms/Mr _____________ to attend the Shareholders' General
Meeting of Zhejiang Southeast Electric Power Company Limited on behalf of our
company/on my behalf and exercise shareholders' rights according to the
following power:
1. To vote for item ( ) of the matters for discussion as stated in the
announcement on convening the shareholders' general meeting;
2. To vote against item ( ) of the matters for discussion as stated in
the announcement on convening the shareholders' general meeting;
3. To abstain from voting in relation to item ( ) of the matters for
discussion as stated in the announcement on convening the shareholders' general
meeting;
4. As regards the mattersfor which specific instructions have not been
given in items 1 - 3 above, the proxy ______________ (may / may not) vote
according to his own intention.
Appointer:
Business license/identity card number of the Appointer:
Shareholder number of the Appointer:
Number of shares held by the Appointer:
Appointee:
Identity card number of the appointee:
Date of appointment:
Signature of the Appointer (seal):
Zhejiang Southeast Electric Power Company Limited
Announcement on Resolutions of the Second Meeting of the Third Supervisory
Committee
The second meeting of the third Supervisory Committee of Zhejiang Southeast
Electric Power Company Limited (the "Company") was convened at Air Forces
Hangzhou Sanatorium on 23 March 2004. Seven supervisors should be present and
four supervisors were present at the meeting. Supervisor Fu Muqing, Supervisor
Chen Xi and Supervisor YangJianxiong were unable to attend the meeting due to
work requirements and appointed Supervisor Huang Guanlin, Supervisor Huang Lixin
and Supervisor Sun Chaoyang respectively to attend the meeting and vote on their
behalf. The convening of the meeting complied with the relevant stipulations of
the Company Law and the Articles of Association. The meeting was chaired by the
convenor of the Supervisory Committee Huang Lixin. The following resolutions
were discussed and approved at the meeting:
I. Discussed and approved the Work Report of the Supervisory
Committee for 2003;
The Supervisory Committee is of the view that:
(1) The Company operates according to law and the policy-making procedures
complywith the stipulations of the Company Law and the Articles of Association
and the internal control system has been further perfected. The directors and
senior management personnel of the Company aim for improvement and work hard to
fulfil their duties and have not violated the laws, regulations and Articles or
Association or damaged the benefits of the Company during performance of their
duties for the Company.
(2) The financial statements of the Company for 2003 truly, accurately and
completely reflect the financial condition and operating results of the Company
and Zhejiang Pan-China Certified Public Accountants and PricewaterhouseCoopers
China Limited have issued the standard unqualified opinion auditing reports.
(3) The projects actually invested by the funds raised by the Company are
consistent with the committed projects. Construction of the 4x600MW power
generating units of Zhejiang Jiahua Electric Power Generation Company Limited
has progressed smoothly on the premise of ensuring safety, quality and
investment control and by way of the joint efforts of the principal party and
the construction unit, strengthening of construction management and tapping
operating potentials.
(4) The connectedtransactions between the Company and the connected party
shall be regulated by the agreements and contracts signed by both parties. Both
parties have strictly performed their rights and obligations according to the
agreement and have not damaged the interests of the Company or small and
medium-sized investors and there were no insider dealings.
II. Discussed and approved the Proposal on Allocation of
Long-term Investment Value Diminution Provisions in relation to China Southern
Securities Co., Ltd.;
As the financial and fund position of China Southern Securities Co., Ltd.
invested by the Company worsened as a result of disorderly management,
inadequate internal control and improper management, China Southern Securities
Co., Ltd. was put under administrative receivership on 2 January 2004. The
Supervisory Committee is of the view that before comprehensive auditing of China
Southern Securities Co., Ltd. and announcement of the relevant investigation
results, the allocation of corresponding long-term investment value diminution
provisions in the amount of RMB180,150,000 by the Company in 2003 reflects the
principle of stability. The above allocation has been recognised by Zhejiang
Pan-China CertifiedPublic Accountants and PricewaterhouseCoopers China Limited.
III. Discussed and approved the Proposal on Property Abandonment
Loss for 2003;
The Supervisory Committee is of the view that it was reasonable for the Company
to conduct inspection on the fixed assets and inventory goods and materials at
the end of the year and dispose of the abandoned assets in a timely manner
according to the stipulations of the current accounting system. The above
property abandonment loss has been verified and confirmed by Zhejiang Pan-China
Certified Public Accountants.
IV. Discussed and approved the Financial Budgetary Report for 2003;
V. Discussed and approved the Proposal on Profit Distribution
for 2003;
VI. Discussed and approved the 2003 Annual Report and the Summary
of the Annual Report;
The Supervisory Committee is of the view that the contents of the 2003 Annual
Report and the Summary of the Annual Report are true, accurate and complete and
there are no false representations, material omissions and serious misleading
statements and it was agreed to disclose the same.
VII. Discussed and approved the Financial Budgetary Report for 2004.
Supervisory Committee
Zhejiang Southeast Electric Power Company Limited
25 March 2004
This information is provided by RNS
The company news service from the London Stock Exchange
END
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