SDIC Power Holdings CO.,
LTD.
(GDR under the symbol:
"SDIC")
NOTICE OF THE 2024 SEVENTH
EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2024 Seventh 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,
25 December 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 Renewal of Employment of the Accounting Firm
The Board
of Directors of SDIC Power Holdings CO., LTD.
December
9, 2024
The
resolutions hereunder contain the English translation of the
Chinese version of "Meeting materials for the 2024 Seventh
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 Renewal of
Employment of the Accounting Firm
Dear shareholders and shareholders'
representatives,
SDIC Power Holdings Co., Ltd.
(hereinafter referred to as the Company) plans to hire BDO China
Shu Lun Pan CPAs (Special General Partnership) (hereinafter
referred to as the Firm) as the audit institution for the year
2024, which will take effect from the date of approval by the
Company's general meeting of shareholders. The details are as
follows:
I.
Basic facts of the Firm
(I) Basic information
1. Firm name: BDO China Shu Lun Pan
CPAs (Special General Partnership)
2. Date of establishment: January
24, 2011
3. Organizational form: special
general partnership enterprise
4. Registered address: 4F, No. 61,
East Nanjing Rd, Huangpu District Shanghai
5. Chief partner: Mr. Zhu
Jiandi
6. As of December 31, 2023, there
were 278 partners (shareholders) and 2,533 certified public
accountants in the Firm. 693 CPAs have signed audit reports on
securities services.
7. The operating revenue of the Firm
in 2023 reached 5.001 billion yuan, including 3.516 billion yuan
for audit and 1.765 billion yuan for securities.
8. In 2023, the Firm audited the
annual reports of 671 listed companies, with a total fee of 832
million yuan. The main industries involved included computer,
communication and other electronic equipment manufacturing,
specialized equipment manufacturing, power and thermal production
and supply, software and IT services, chemical raw materials and
chemical products manufacturing, pharmaceutical manufacturing,
electrical machinery and equipment manufacturing, general equipment
manufacturing, and so forth. The Firm even audited 4 other listed
companies in the same industry.
(II) Investor protection
capability
The Firm has purchased occupational
insurance that complies with relevant regulations and covers civil
liability for providing audit services in accordance with the law.
The cumulative compensation limit for its occupational insurance in
2023 was 1.25 billion yuan.
Civil liabilities in civil
litigation related to professional practices in the past three
years:
|
Plaintiff
(Applicant)
|
Defendant
(Respondent)
|
Litigation (Arbitration)
Matter
|
Litigation (Arbitration)
Amount
|
Litigation (Arbitration)
Result
|
|
Investors
|
Geeya
Technology, Zhou Xuhui, Shu Lun Pan CPAs
|
2014
Annual Report
|
More than
10 million yuan in litigation
|
Joint and several liability; the
occupational insurance maintained by Shu Lun Pan CPAs is sufficient
to cover the amount of compensation, and all judgments in force
have been fulfilled.
|
|
Investors
|
Protruly,
Northeast Securities, Yinxin Appraisal, Shu Lun Pan CPAs,
etc.
|
2015
Restructuring, 2015 Annual Report, 2016 Annual Report
|
800,000
yuan
|
The first instance judgment stated
that Shu Lun Pan CPAs should be liable for supplementary
compensation of 15% of the debts incurred by Protruly to investors
from December 30, 2016 to December 14, 2017 as a result of
securities misrepresentation, and the occupational insurance
maintained by Shu Lun Pan CPAs is sufficient to cover the amount of
compensation.
|
(III) Credibility
record
Over the past three years, the Firm
has been subject to zero criminal penalties, one administrative
penalty, 29 enforcements of supervision and management, one
enforcement of self-supervision and zero disciplinary actions for
its professional practices, with 75 employees involved.
II.
About the project
(I) Basic information
Proposed signing partner: Ms. Shi
Aihong, who obtained the qualification of Chinese CPA in 2010,
started auditing listed companies in 2010, started practicing for
the Firm in 2012, and began providing audit services for the
Company in 2023, and who has signed and reviewed 7 listed companies
in the past three years.
Proposed quality-control reviewer
(independent review partner): Mr. Xie Dongliang, who obtained the
qualification of Chinese CPA in 2012, started auditing listed
companies in 2012, started practicing for the Firm in 2022, and
began providing audit services for the Company in 2023, and who has
signed and reviewed 5 listed companies in the past three
years.
Proposed signing CPA: Mr. Han Dawei,
who obtained the qualification of Chinese CPA in 2024, started
auditing listed companies in 2024, started practicing for the Firm
in 2024, and began providing audit services for the Company in
2024, and who hasn't signed or reviewed any listed company in the
last three years.
(II) Credibility record
The project partner, signing CPA and
quality-control reviewer have not been punished for their
professional practices in the past three years, nor have they been
subject to any administrative penalties or enforcement of
supervision and management from China Securities Regulatory
Commission and its dispatched agencies or relevant competent
authorities, and nor have they been subject to any enforcement of
self-supervision or disciplinary actions from self-supervisory
organizations such as stock exchanges and professional
associations.
(III) Independence
The Firm, project partner, signing
CPA, quality-control reviewer and other practitioners have not
violated the requirements for independence stated in China Code of
Ethics for Certified Public Accountants.
(IV) Audit fee
The audit fee for the 2024 annual
report is 4.523 million yuan, and the fee for internal control
audit is 1 million yuan, with an increase of 4.21 percent compared
to the previous year. This is determined by the professional
skills, types of work and workload as well as the number of
employees, working days and daily fee for each employee required by
audit services that the Firm provides.
The above proposal was approved on
November 18, 2024 at the 38th meeting of the 12th Board of
Directors and the 19th meeting of the 12th Supervisory Committee of
the Company, and is hereby presented to you for
deliberation.
