Sdic Power. Regulatory News (SDIC)

SDIC Power Holdings CO., LTD.  

(GDR under the symbol: "SDIC")

NOTICE OF THE 2022 EIGHTH EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2022 Eighth 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 Thursday 29 December 2022 at 14:00 p.m., for the purpose of considering, and if thought fit, passing the following resolution.

ORDINARY RESOLUTIONS

1. To consider and approve the Proposal on Renewal of Employment of Accounting Firm

The Board of Directors of SDIC Power Holdings CO., LTD.

December 12, 2022

The resolutions hereunder contain the English translation of the Chinese version of "Meeting materials for the 2022 Eighth 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 Accounting Firm

Dear shareholders and shareholders' representatives,

SDIC Power Holdings Co., Ltd. (hereinafter referred to as "Company") plans to further employ ShineWing Certified Public Accountants LLP (Special General Partnership) (hereinafter referred to as "ShineWing") as the Company's audit authority in 2022. The period of appointment will be one year, which will take effect from the date of approval by the general meeting of shareholders of the Company. The details are as follows:

I. Overview of the Accounting Firm to Be Further Employed

(I) Information of the accounting firm

1. Basic information

Name: ShineWing Certified Public Accountants LLP (Special General Partnership)

Date of establishment: March 2, 2012

Organization form: Special general partnership

Registered address: Floor 8, Building A, Fuhua Mansion, No. 8, Chaoyangmen North Avenue, Dongcheng District, Beijing

Chief partner: Mr. Tan Xiaoqing

As of December 31, 2021, there were 236 partners (shareholders) and 1,455 certified public accountants in ShineWing. More than 630 certified public accountants have signed audit reports on securities services.

The business income of ShineWing in 2021 was RMB 3.674 billion, including the audit business income of RMB 2.690 billion and the securities business income of RMB 854 million. In 2021, ShineWing audited annual reports of 358 listed companies, earning RMB 452 million, involving manufacturing, information transmission, software and information technology services, electric power, heat, gas and water production and supply, transportation, warehousing and postal services, and wholesale and retail industries. Nineteen listed companies in the same industry as the Company have been audited.

2. Investor protection capacity

The occupational insurance purchased by ShineWing complies with relevant regulations and covers the civil liability for providing audit services according to the laws. The accumulated compensation limit of the occupational insurance insured in 2021 is RMB 700 million.

In the past three years, there has been no relevant civil litigation in the practice to assume civil liability.

3. Integrity record

In the past three years (as of 30 June, 2022), ShineWing has received 0 criminal punishment, 1 administrative punishment, 12 supervision and management measures, 0 self-regulatory measures and 0 disciplinary actions. In the past three years, 32 practitioners have received 4 administrative punishments, 25 supervision and management measures, 4 self-regulatory measures and 0 disciplinary actions.

(II) Project information

1. Basic information

Proposed project partner signatory: Mr. Ma Chuanjun, who obtained the qualification of Chinese Certified Public Accountant in 2001, started to audit listed companies in 2007, and started to work in ShineWing in 2001, and started to provide the auditing services for the Company in 2021, has signed and reviewed over 5 listed companies in the past three years.

Proposed reviewer of project quality control: Mr. Zhan Jun, who obtained the qualification of Chinese Certified Public Accountant in 1995, started to audit listed companies in 1995, and started to work in ShineWing in 2000, and started to provide the auditing services for the Company in 2021, has signed and reviewed over 5 listed companies in the past three years.

Proposed certified public accountant signatory: Mr. Qiu Xin, who obtained the qualification of Chinese Certified Public Accountant in 2014, started to audit listed companies in 2011, and started to work in ShineWing in 2014, and started to provide the auditing services for the Company in 2021, has signed with three listed company in the past three years.

2. Integrity record

In the past three years, the partner of the project, signed certified public accountant and reviewer of project quality control have not received criminal punishment, administrative punishment and supervision and management measures by the CSRC and its dispatched offices and industry authorities, and self-regulatory measures and disciplinary actions by self-regulatory organizations such as securities trading places and industry associations for their practice.

3. Independence

ShineWing Certified Public Accountants LLP, partner of the project, signed certified public accountant, reviewer of project quality control and other employees have not violated the independence requirements of the Code of Professional Ethics for Chinese Certified Public Accountants.

4. Audit fees

In combination with factors such as changes to the Company's size of business, complexity degree of auditing works, and professional knowledge and working experiences invested by workers who actually participate in the auditing business, and in light of fair and reasonable principle, the final auditing costs in 2022 are determined by the Parties through friendly negotiation. The total auditing costs in 2022 are RMB 5.08 million, with a growth rate of 13.39% compared with that of last year, and including the financial auditing costs of RMB 4.27 million and internal control auditing costs of RMB 810,000.

II. Procedure Required for Proposed Further Employment of the Accounting Firm

(I) Performance of responsibilities of the Audit Committee

The Audit Committee of the Board of Directors has fully understood the practice, professional qualifications and integrity of ShineWing, and reviewed its independence, professional competence, investor protection ability and the appropriateness of the reasons for the Company's further employment of accounting firm. It is considered that during the period when ShineWing acts as the audit agency of the Company, it has carefully performed its duties, observed professional ethics, followed the independent, objective and fair professional standards, and performed good work ethics. Besides, the auditing reports issued for the Company have objectively reflected the financial status and operation results of the Company.

(II) Prior recognition and independent opinions of independent directors

1. Prior recognition opinions

After careful examination on the practice, independence, integrity, investor protection ability and professional competence of ShineWing, the independent directors believe that ShineWing has the experience and ability to provide financial and internal control audit services for listed companies, and can provide true and fair audit services for the Company, meeting the requirements of the Company's annual financial and internal control audit. There is no harm to the interests of the Company and all shareholders in the proposed further employment of accounting firm, and the independent directors agree to submit the relevant proposal to the Board of Directors of the Company for deliberation.

2. Independent opinions

Independent directors think that the Company's proposed further employment of the audit service organization for 2022 does not violate the laws, regulations and relevant provisions of the securities regulatory authorities, and will not affect the audit quality of the Company's financial and internal control. ShineWing has the corresponding business ability and audit qualification, and can meet the requirements of the Company's financial and internal control audit work. This decision-making procedure for further employment of accounting firm complies with the relevant provisions of laws and regulations and the Articles of Association, and there is no harm to the interests of the Company and all shareholders. Independent directors unanimously agree that the Company should further employ ShineWing as the financial and internal control audit authority in 2022, and agree to submit the proposal to the general meeting of shareholders of the Company for deliberation. The deliberation procedure of the Board of Directors complies with the relevant provisions of relevant laws and regulations, and there is no harm to the interests of the Company and other shareholders, especially the interests of minority shareholders.

The above proposal has been deliberated and approved at the 5th meeting of the 12th Board of Directors and the on December 12, 2022, and it is hereby presented to you for deliberation and approval.

Please deliberate on the above proposal.