SDIC Power Holdings CO.,
LTD.
(GDR under the symbol:
"SDIC")
NOTICE OF THE 2024 SIXTH
EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2024 Sixth 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 Tuesday, 29
October 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 Subsidiary's Registration and Issuance of Ultra
Short-Term Financing Bonds
2. To consider and approve the
Report on the Work of the Remuneration and Assessment Committee of
the 12th Board of Directors on the Management's Remuneration and
Other Matters for 2023
3. To
consider and approve the Proposal on
Application for a Standby Letter of Credit to Provide Guarantee for
Red Rock Power Limited
The Board
of Directors of SDIC Power Holdings CO., LTD.
October
11, 2024
The
resolutions hereunder contain the English translation of the
Chinese version of "Meeting materials for the 2024 Sixth
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 Subsidiary's
Registration and Issuance of Ultra Short-Term Financing
Bonds
Dear shareholders and shareholders'
representatives,
In order to enhance the reserves of
debt financing instruments and safeguard the short-term capital
demand, Yalong River Hydropower Development Co., Ltd. (hereinafter
referred to as "Yalong Hydro"), a controlled subsidiary of SDIC
Power Holdings Co., Ltd. (hereinafter referred to as the Company),
intends to apply for the registration and issuance of
ultra-short-term financing bonds, with a registered scale of
issuance up to RMB 8 billion (inclusive). The specific scale of
issuance is subject to the amount set out in the documents received
by Yalong Hydro in consent to the registration of the license. The
funds raised are intended for the repayment of debts as they fall
due, the replenishment of working capital, or other purposes
approved by the regulatory authorities.
In order to ensure the legitimate
and efficient completion of the work relating to the registration
and issuance of the debt financing instruments, it is proposed to
agree that Yalong Hydro shall be solely responsible for the matters
relating to the registration and issuance of the debt financing
instruments, in accordance with the relevant provisions and
regulations of the national laws and the Articles of Association of
the Company.
The validity period of the
resolution of this proposal is 24 months from the date of
consideration and approval by the general meeting of shareholders.
If Yalong Hydro obtains approval, license, registration, filing or
registration of the issuance from the regulatory authorities within
the validity period of the resolution, it may complete the relevant
issuance within the validity period of such approvals.
The above proposal has been
deliberated and approved at the 35th Meeting of the 12th Board of
Directors on October 11, 2024, and it is hereby presented to you
for deliberation and approval.
Proposal II
SDIC Power Holdings Co.,
Ltd.
Report on the Work of the
Remuneration and Assessment Committee of the 12th Board of
Directors on the Management's Remuneration and Other Matters for
2023
Dear shareholders and shareholders'
representatives,
According to relevant provisions of
the Administrative Measures for
Remuneration of Directors and Supervisors of SDIC Power Holdings
Co., Ltd. (hereinafter referred to as "Administrative Measures for Remuneration of
Directors and Supervisors"), and the Administrative Measures for Performance
Assessment of Management Members of SDIC Power Holdings Co.,
Ltd. (hereinafter referred to as "Administrative Measures for Performance
Assessment"), the Remuneration and Assessment Committee of
the Board of Directors of the Company has organized the annual
performance evaluation for the Management for 2023. The total
remuneration for the Management for the entire year of 2023 has
been calculated, and preliminary opinions on related matters have
been formed, as detailed below:
I. Annual Appraisal of the Company
and the Management for 2023
The appraisal was conducted in
accordance with the relevant provisions of the Administrative Measures for Performance
Assessment and the Annual
Performance Contract for the Management (2023), and the
appraisal score for the Company and the Managers for 2023 was
145.91.
And individual performance
evaluation scores for members of the Management for the 2023 fiscal
year have been established based on the Administrative Measures for Performance
Assessment and the Annual
Performance Contract for the Management Members
(2023).
II. Determination of the
Management's Annual Remuneration for 2023
In accordance with the results of
the performance appraisal and relevant regulations, it is proposed
that the pre-tax total remuneration (annual basic salary, annual
performance salary and strategic outstanding contribution award) of
eight individuals, including Company's Chairman, General Manager,
Chief Accountant (Head of Finance), Deputy General Manager,
Secretary of the Board of Directors, for the period from January to
December 2023 total RMB 7,926,200, of which the annual remuneration
of the members of the Management has already been considered and
approved by the 34th Meeting of the 12th Board of Directors of the
Company.
III. Determination of Annual
Remuneration Standard for the Chairman
In accordance with the relevant
provisions of the Administrative
Measures for Remuneration of Directors and Supervisors, and
considering the remuneration levels in the power industry, the
annual target remuneration of Guo Xuyuan, Chairman of the Company,
is proposed as follows:
Guo Xuyuan's pre-tax annual target
compensation is RMB 1.48 million, effective from May 1,
2024.
IV. Verification of the
Remunerations of the Management Disclosed in the Annual
Report
The Remuneration and Assessment
Committee of the Board of Directors has checked the remunerations
of the Management disclosed in the annual report, believing
that:
The remunerations received by the
Company's Management as disclosed in the 2023 Annual Report are
determined in accordance with the principles of the Administrative Measures for Remuneration of
Directors and Supervisors and the Administrative Measures for Performance
Assessment, which were approved by the Company.
In accordance with the Administrative Measures for Remuneration and
Assessment of Directors and Supervisors, the internal
director, Hai Miao, will have his compensation and assessment
managed based on the corresponding administrative measures for the
General Manager position and will not receive a separate fixed
allowance.
The above proposal has been
deliberated and approved at the 35th Meeting of the 12th Board of
Directors on October 11, 2024, and it is hereby presented to you
for deliberation and approval.
Proposal III
SDIC Power Holdings Co.,
Ltd.
Proposal on Application for a
Standby Letter of Credit to Provide Guarantee for Red Rock Power
Limited
Dear shareholders and shareholders'
representatives,
SDIC Power Holdings Co., Ltd.
(hereinafter referred to as SDIC Power) intends to provide a parent
company guarantee for its indirectly wholly-owned subsidiary, Red
Rock Power Limited (hereinafter referred to as Red Rock Power),
with a guaranteed amount not exceeding GBP 962 million. The details
are as follows:
I.
Overview of the Guarantee
Inch Cape Offshore Limited
(hereinafter referred to as ICOL) is the primary entity responsible
for the development and subsequent construction of the Inch Cape
Offshore Wind Power Project (hereinafter referred to as the Inch
Cape Project). To ensure that the construction and financing of the
Inch Cape Project proceed in an orderly manner as per the current
plan, and to realize the closure of the project financing and the
commencement of construction as scheduled, Red Rock Power will,
together with the other shareholder of ICOL, the Electricity Supply
Board (hereinafter referred to as the ESB), as well as the Project
Financing Agent Bank, etc., enter into a Shareholder Support
Agreement, in accordance with the requirements of the Inch Cape
Project Financing Syndicate. Red Rock Power Limited and ESB are
required to fulfill the shareholders' subsequent investment
commitment corresponding to their 50% equity interest in the Inch
Cape offshore wind power project as stipulated in the Shareholder
Support Agreement, and to provide the parent company letter of
guarantee or standby letter of credit of the bank with the ratings
of the international rating agencies, so as to ensure that the
shareholders' subsequent contributions can be put into place. For
the issuance of the bank standby letter of credit, SDIC Power
intends to provide a guarantee amounting to no more than GBP 962
million for Red Rock Power.
II.
Basic Information of the Guaranteed Party
Red Rock Power was founded on May
16, 2005 and was acquired by SDIC Power in May 2016 as its wholly
controlled subsidiary in the UK. The registered office is located
at 5th Floor, 40 Princes Street, Edinburgh, EH2 2BY, Scotland,
United Kingdom.
As of December 31, 2023, Red Rock
Power's audited consolidated financials were: total assets of
RMB3,628 million, total liabilities of RMB 2,142 million, and net
assets of RMB 1,486 million; operating revenue in 2023 was RMB183
million, and total profit was RMB 56 million.
As of June 30, 2024, Red Rock
Power's unaudited consolidated financials were: total assets of RMB
4,249 million, total liabilities of RMB 2,750 million, and net
assets of RMB 1,499 million; operating revenue for the first half
of 2024 was RMB 75 million, and total profit was RMB 37
million.
III. Main Contents of Guarantee Agreement
The standby letter of credit is a
guarantee provided by Red Rock Power Limited under the Shareholder Support Agreement for the
fulfillment of the shareholder's capital contribution obligation,
with Red Rock Power Limited being the guaranteed party and ICOL
Company as the beneficiary of the guarantee. In the Shareholder Support Agreement, it will
be specified that in case of a claim made by the beneficiary of the
guarantee, the bank is authorized to execute payment to ICOL
without requiring consent from the company, and the bank has the
right to seek recourse against SDIC Power. This guarantee is
structured as a joint liability guarantee, with the amount not
exceeding GBP 962 million in equivalent terms (the actual
guaranteed amount is subject to the agreement of the final signed
and executed Shareholder Support
Agreement), and the guarantee term is within the term of Red
Rock Power's obligation of shareholder capital contribution to
ICOL. Following Red Rock Power's fulfillment of its contribution,
the guaranteed amount of the standby letter of credit will be
reduced in line with the contribution and the corresponding
guarantee will be released.
Counter-guarantee and its form:
N/A
IV.
Necessity and Rationality of Guarantee
The Proposal on the Investment and
Construction of the Inch Cape Project by SDIC Power Holdings Co.,
Ltd. has been reviewed and approved during the 35th meeting of the
12th Board of Directors of the Company, pursuant to which Red Rock
Power Limited will contribute up to GBP 962 million to ICOL in
accordance with its shareholding proportion, with ESB Company
contributing simultaneously based on its shareholding. The relevant
guarantee is imperative for ensuring the smooth progress of the
project construction, and the amount is limited to the capital
contribution agreed in the final Shareholder Support Agreement,
which is necessary and reasonable.
In summary, the guarantee to Red
Rock Power is not expected to affect the Company's ability to
continue as a going concern, nor is it expected to jeopardize the
interests of the Company and its shareholders.
V.
Accumulative Number of External Guarantees and Overdue
Guarantees
As of October 11, 2024, the balance
of the Company's guarantee that has actually been provided to Red
Rock Power is RMB 0. The external guarantee balance of the Company
(including the guarantee provided to the controlled subsidiaries)
is RMB 4,635,576,800, and the guarantee balance to the controlled
subsidiaries (excluding the guaranteed amount) is RMB
4,266,967,200, accounting for 7.85% and 7.22% of the Company's
latest audited owner's equity attributable to the parent company
respectively.
As of the date of announcement
disclosure, the Company did not have any overdue
guarantees.
The Board of Directors is of the
view that the projected guaranteed amount aligns with regulations
set forth in the Company
Law, the Rules Governing
the Listing of Stocks on Shanghai Stock Exchange, the
Articles of Association
and other relevant regulations, and has given full consideration to
the actual needs of the Company, Red Rock Power as well as ICOL for
the operation and development of the Company and the construction
of the Project. Red Rock Power Limited is a wholly-owned subsidiary
of the Company, with a strong credit standing, low debt risk and
controllable guarantee risk, and there is no damage to the
interests of the Company and its shareholders as a result of the
guarantee provided by the Company to it.
Therefore, it is proposed to the
general meeting of shareholders to approve this guarantee matter;
the chairman or his/her authorized person is authorized to modify,
submit, report, sign and execute legal documents related to this
guarantee within the guaranteed amount; the Chairman or the person
authorized by the Chairman is authorized to handle all other
matters in connection with this guarantee.
The above proposal
has been deliberated and approved at the 35th
Meeting of the 12th Board of Directors on October 11, 2024, and it
is hereby presented to you for deliberation and
approval.