SDIC Power Holdings CO.,
LTD.
(GDR under the symbol:
"SDIC")
NOTICE OF THE 2024 SECOND
EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2024 Second Extraordinary General Meeting of SDIC
Power Holdings CO., LTD. will be held at Room 207, No.147 Xizhimen
Nanxiao Street, Xicheng District, Beijing, the PRC, on Wednesday 3
April 2024 at 14:00 p.m., for the purpose of considering, and if
thought fit, passing the following resolution.
ORDINARY RESOLUTION
1. To consider and approve the
Proposal on the Estimated Amount of Guarantee Provided for ICOL
Company
The Board
of Directors of SDIC Power Holdings CO., LTD.
March 18,
2024
The
resolutions hereunder contain the English translation of the
Chinese version of "Meeting materials for the 2024 Second
Extraordinary General Meeting" as published on the website of the
Shanghai Stock Exchange, and are provided for your reference only.
In case of discrepancy between the Chinese version and the English
version, the Chinese version shall prevail.
Proposal I
SDIC Power Holdings Co.,
Ltd.
Proposal on the Estimated
Amount of Guarantee Provided
for ICOL
Company
Dear shareholders and shareholder
representatives:
SDIC Power Holdings Co., Ltd.
(hereinafter referred to as the "Company") is expected to provide an additional guarantee amount of no
more than GBP 117 million equivalent to Inch Cape Offshore Limited
(hereinafter referred to as the "ICOL"), a joint venture company in
which it holds a 50% indirect stake. The details are as
follows:
1.
Overview of Guarantee
(1) Basic Information about
the Guarantee
ICOL, a British company indirectly
owned by the Company, is responsible for implementing the offshore
wind power project. The preliminary work on this project is
currently progressing as scheduled. To ensure the continued
progress of ICOL project according to the current development
strategy, it is necessary to secure the key supply chain promptly.
This involves signing capacity reservation agreements or
preliminary work agreements, achieving project financing closure,
and commencing construction. In order to support these efforts, the
Company plans to provide an additional guarantee amount to ICOL,
not exceeding an equivalent of GBP 117 million. This new guarantee
amount includes the increase in the guaranteed amount under the
original guarantee contract.
(2) Basic Information on
Guarantee Estimates
Guarantor
|
Guaranteed party
|
Guarantor's shareholding ratio
|
Latest asset-liability ratio of the guaranteed
party
|
Guarantee balance to date
|
New
guarantee amount
|
Guarantee amount as a proportion of the listed company's
latest net assets
|
Expected validity period of this guarantee
|
Is
it a related guarantee
|
Any
counter guarantee
|
Guarantee estimates for joint
ventures and associated enterprises
|
1. Joint ventures and associated
enterprises with an asset-liability ratio of more than
70%
|
Company
|
Inch Cape Offshore
Limited
|
50%
|
93.47%
|
295.897 million RMB
|
£117 million equivalent
|
1.06%
|
12 months from the date of approval by the general meeting of
shareholders
|
No
|
No
|
Notes:
① The
guarantor listed in the above table is based on current business
estimates. The specific arrangements will be determined according
to the actual business requirements and will be subject to the
guarantor specified when the business enters into a specific
contract.
② ICOL is a
joint venture in which the Company indirectly holds a 50% share.
ICOL maintains a stable financial status, demonstrates good credit
standing, follows standardized operations, and manages risks
effectively. The Company will provide guarantees in proportion to
its shareholding ratio in ICOL.
2.
Basic Information of the Guaranteed Party
(1) Basic Information
ICOL was founded on February 17,
2010. The registered office is located at 5th Floor, 40 Princes
Street, Edinburgh, EH2 2BY, Scotland, United Kingdom. The Company
has a registered capital of GBP 51.1 million and its main business
is renewable energy production (offshore wind power
development).
As of December 31, 2022, ICOL's
audited financial data reveals the following figures: total assets
of GBP 193.65 million, total liabilities of GBP 171.91 million
(including bank loans of GBP 0 million and current liabilities of
GBP 162.88 million), and net assets worth GBP 21.74 million. The
operating income for the year 2022 was GBP 41,000, with a net
profit of GBP -1.73 million.
As of September 30, 2023, ICOL's
unaudited financial data indicate the following: total assets of
GBP 307.92 million, total liabilities of GBP 287.80 million
(including bank loans of GBP 0 million and current liabilities of
GBP 278.53 million), and net assets worth GBP 20.12 million. From
January to September 2023, the operating income amounted to GBP
9,000, with a net profit of GBP -1.62 million.
(2) Relationship between the
Guaranteed Party and the Company
ICOL is a joint venture jointly
controlled by the Company and Irish Power Company.
3.
Main Contents of the Guarantee Agreement
Guarantee type: credit
guarantee
Guarantee amount: GBP 117 million
equivalent (based on the principal debt amount)
Guarantee content: In order to
ensure the successful closure of project financing and the
commencement of construction, it is crucial for ICOL to promptly
secure the key supply chain by signing capacity reservation
agreements or preliminary work agreements. The aforementioned
agreements are expected to require project shareholders to provide
ICOL with an additional guarantee amount not exceeding GBP 117
million (based on the principal debt amount). In the event that
ICOL fails to fulfill its payment obligations under the relevant
contract, the project shareholders will fulfill such obligations on
behalf of ICOL. The specific content of the guarantee agreement
will be determined through consultation between the Company, supply
chain enterprises, financial institutions, or other relevant
parties, based on the current work situation. The actual guarantee
amount will be determined by the final signed and executed
guarantee agreement.
Counter-guarantee and its form:
N/A
4.
Necessity and Rationality of Guarantee
The UK Offshore Wind Power Project
held by ICOL is the key to implementing the Company's "14th
Five-Year Plan" international strategic plan and stably deploying
overseas businesses. The Company's guarantee for ICOL will help
secure the project's production capacity, ensure the construction
timeline is met, and facilitate the progress of the booster station
construction, ultimately contributing to the timely completion of
the project.
In summary, the guarantee provided
to ICOL is not expected to impact the Company's ongoing operations
or harm the interests of the Company and its
shareholders.
5.
Accumulative Number of External Guarantees and Overdue
Guarantees
As of the disclosure date of the
announcement, the Company has provided a guarantee balance of RMB
295.8970 million to ICOL. The total balance of external guarantees
provided by the Company, including guarantees to its holding
subsidiaries, is RMB 3,976.2918 million and, excluding this
guarantee, the balance of guarantees to its holding subsidiaries is
RMB 3,680.3947 million, representing 7.29% and 6.75% of the
Company's latest audited owner's equity attributable to the parent
company, respectively. Currently, there are no overdue guarantees
or guarantees that are subject to litigation involving the Company
and its holding subsidiaries.
Therefore, we kindly request the
approval of the shareholders' meeting to provide the guarantee; to
authorize the Chairman or the person authorized by the Chairman to
modify, submit, report, sign and execute the contract and other
legal documents related to this guarantee within the guarantee
amount; and to grant the Chairman or the person authorized by the
Chairman full authority to handle other matters related to this
guarantee.
The above proposal was deliberated
and approved at the 24th meeting of the 12th Board of Directors of
the Company on March 18, 2024, and is hereby presented to you for
deliberation and approval.