Last checked at 15 Feb 2023 08:35
SDIC Power Holdings CO., LTD.
(GDR under the symbol: "SDIC")
NOTICE OF THE 2023 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2023 First 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 9 March 2023 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 2023 Estimated Daily Related-Party Transactions
SPECIAL RESOLUTION
2. To consider and approve the Proposal on Amending the Articles of Association
The Board of Directors of SDIC Power Holdings CO., LTD.
February 15, 2023
The resolutions hereunder contain the English translation of the Chinese version of "Meeting materials for the 2023 First 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 2023 Estimated Daily Related-Party Transactions
Dear shareholders and shareholders' representatives,
As required by production and operation, SDIC Power Holdings Co., Ltd. (hereinafter referred to as the "Company") and its controlled subsidiaries are expected to have daily related-party transactions with the controlling shareholder State Development & Investment Corp., Ltd. (hereinafter referred to as "SDIC") and its controlled subsidiaries in 2023, including deposit and loan transactions, receiving labor services provided by related parties and selling goods to related parties, which are described in detail as follows:
I. Basic Information on Related-Party Transactions
(I) Execution of daily related-party transactions in 2022
Type of related-party transaction | Related party | Estimated amount in 2022 | Actual amount from January to November 2022 (unaudited) | Reasons for significant difference between the estimated amount and the actual amount |
Deposit with SDIC Finance, one of the related parties | SDIC Finance Co., Ltd. | Daily average deposit balance not more than RMB 10 billion | Daily average deposit balance of RMB 6.642 billion | The estimate was made on the basis of the Company's business development and fund balancing. |
Deposit (foreign currency) with the overseas fund management platform of the related party | Rongshi International Treasury Management Co., Ltd. | Daily average deposit balance not more than equivalent USD 1 billion | Daily average deposit balance of USD 3.6389 million | The estimate was made on the basis of the Company's overseas business development and fund balancing. |
Loan transaction with the related party | SDIC and its controlled subsidiaries | Not more than RMB 15 billion | RMB 10.694 billion | The estimate was made on the basis of the Company's business development and fund balancing. |
Loan transaction with the related party (foreign currency) | Rongshi International Treasury Management Co., Ltd. | Not more than equivalent USD 1 billion | USD 688 million | The estimate was made on the basis of the Company's overseas business development and fund balancing. |
Receiving labor services provided by the related party | SDIC Property Management Co., Ltd. | Not more than RMB 800 million | RMB 4.95 million | Not applicable |
SDIC Human Resources Service Co., Ltd. | RMB 1.0429 million | Not applicable | ||
SDIC Traffic Holding Co., Ltd. | RMB 165.8046 million | Not applicable | ||
SDIC Intelligence Co., Ltd. | RMB 2.2823 million | Not applicable | ||
SDIC Finance Co., Ltd. | RMB 2.947 million | Not applicable | ||
Beijing Yahua Real Estate Development Co., Ltd. | RMB 11.0691 million | Not applicable | ||
Xiamen Meiya Pico Information Co., Ltd. | RMB 8,000 | Not applicable | ||
China National Investment Consulting Co., Ltd. | RMB 4.9646 million | New | ||
Selling goods to the related party | SDIC Traffic Holding Co., Ltd. | Not more than RMB 400 million | RMB 14.8317 million | Not applicable |
(II) Estimated amounts and types of daily related-party transactions in 2023
Type of related-party transactions | Related party | Estimated amount in 2023 | Actual amount from January to November 2022 (unaudited) | Reasons for the significant difference between the estimated amount of this year and the actual amount of the previous year |
Deposit with SDIC Finance, one of the related parties | SDIC Finance Co., Ltd. | Daily average deposit balance not more than RMB 15 billion | Daily average deposit balance of RMB 6.642 billion | The estimate was made on the basis of the Company's business development and fund balancing. |
Loan transaction with the related party | SDIC and its controlled subsidiaries | Not more than RMB 20 billion | RMB 10.694 billion | The estimate was made on the basis of the Company's business development and fund balancing. |
Deposit (foreign currency) with the overseas fund management platform of the related party | Rongshi International Treasury Management Co., Ltd. | Daily average deposit balance not more than equivalent USD 100 million | Daily average deposit balance of USD 3.6389 million | The estimate was made on the basis of the Company's overseas business development and fund balancing. |
Loan transaction with the related party (foreign currency) | Rongshi International Treasury Management Co., Ltd. | Not more than equivalent USD 800 million | USD 688 million | The estimate was made on the basis of the Company's overseas business development and fund balancing. |
Receiving labor services provided by the related party (coal storage and transportation, consultation service, software and hardware procurement, etc.) | SDIC and its controlled subsidiaries | Not more than RMB 800 million | RMB 193 million | SDIC Genting Meizhouwan and SDIC Qinzhou are expected to have some coal storage and unloading costs; some service fees will be incurred with SDIC Human Resources Service Co., Ltd., SDIC Property Management Co., Ltd. and other related parties; SDIC Finance Co., Ltd. is expected to increase loans and interest expenses for new projects. |
Selling goods to the related party (sales of electricity, coal unloading service, etc.) | SDIC and its controlled subsidiaries | Not more than RMB 400 million | RMB 14 million | Coordinated development with related parties; considering the influence of changes in the electricity market; and estimates related to carbon emissions permit trading, etc. |
II. Introduction to and Relationship with Related Parties
(I) Introduction to related parties
1. State Development & Investment Corp., Ltd.
Company Name | State Development & Investment Corp., Ltd. |
Nature | Limited liability company (wholly state-owned) |
Legal Representative | Fu Gangfeng |
Date of Establishment | April 14, 1995 |
Registered Capital | RMB 33.8 billion |
Domicile | International Investment Plaza, 6-6 Fuchengmen North Street, Xicheng District, Beijing |
Scope of Business | Managing state-owned assets within the scope of authority by the State Council and conducting related investment businesses; investment and investment management in such fields as energy, transportation, chemical fertilizer, high-tech industry, financial service, consulting, guarantee, trade, biomass energy, pension industry, big data, medical treatment and health, as well as inspection and testing; asset management; economic information consulting; technical development and technical services. (The enterprise is allowed to operate items at its own option and perform related business activities in accordance with laws; as for items required to be approved in accordance with laws, business activities shall be performed as approved by relevant authorities; it is not allowed to be engaged in business activities prohibited and restricted by the municipal industrial policies.) |
Financial Data | As of December 31, 2021, the audited total assets and net assets of State Development & Investment Corp., Ltd. were RMB 766.373 billion and RMB 251.210 billion, respectively, with an asset-liability ratio of 67.22%. It achieved operating revenue of RMB 178.246 billion and net profit of RMB 42.489 billion in 2021. As of September 30, 2022, the unaudited total assets and net assets of State Development & Investment Corp., Ltd. were RMB 847.030 billion and RMB 264.678 billion, respectively, with an asset-liability ratio of 68.75%. It achieved operating revenue of RMB 141.692 billion and net profit of RMB 19.535 billion for the period. |
2. SDIC Finance Co., Ltd.
Company Name | SDIC Finance Co., Ltd. |
Nature | Other limited liability company |
Legal Representative | Li Xurong |
Date of Establishment | February 11, 2009 |
Registered Capital | RMB 5 billion |
Domicile | 18/F, No. 2 Fuchengmen North Street, Xicheng District, Beijing |
Scope of Business | Providing financial and financing consulting, credit authentication and related consulting and agency services for member companies; assisting member companies in collections and payments; approved insurance brokerage; providing guarantee for member companies; addressing entrusted loans and entrusted investments among member companies; addressing bill acceptance and discounting for member companies; addressing internal transfer settlements and corresponding settlement and clearance plan design for member companies; absorbing deposits of member companies; handling loan and financial leasing for member companies; engaging in inter-bank borrowing; issuing financial company bonds as approved; underwriting enterprise bonds of member companies; investing in equities of financial institutions; investing in securities; buyer's credit for products of member companies. (The enterprise is allowed to operate items at its own option and perform related business activities in accordance with laws; as for items required to be approved in accordance with laws, business activities shall be performed as approved by relevant authorities; it is not allowed to be engaged in business activities prohibited and restricted by the municipal industrial policies.) |
3. SDIC Property Management Co., Ltd.
Company Name | SDIC Property Management Co., Ltd. |
Nature | Other limited liability company |
Legal Representative | Yan Xiaojun |
Date of Establishment | May 16, 2001 |
Registered Capital | RMB 100 million |
Domicile | International Investment Plaza, 6-6 Fuchengmen North Street, Xicheng District, Beijing |
Scope of Business | Property management; renting of office space; public parking services for motor vehicles; vehicle washing service; catering service; food product sales. (The enterprise is allowed to operate items at its own option and perform related business activities in accordance with laws; as for food product sales, catering service and items required to be approved in accordance with laws, business activities shall be performed as approved by relevant authorities; it is not allowed to be engaged in business activities prohibited and restricted by the municipal industrial policies.) |
4. SDIC Human Resources Service Co., Ltd.
Company Name | SDIC Human Resources Service Co., Ltd. |
Nature | Limited liability company (sole proprietorship of legal person) |
Legal Representative | Meng Shuhao |
Date of Establishment | April 22, 2014 |
Registered Capital | RMB 100 million |
Domicile | Room 167 in 1001, 1002 and 1003, 10/F, Building 2, Yard 15, Guanghua Road, Chaoyang District, Beijing |
Scope of Business | Providing collection, sorting, storage, publishment and consulting services related to human resource (HR) supply and demand information; talent information network service; talent recommendation and recruitment; talent training; talent assessment; engaging in personnel agency services entrusted by employers and individuals within the allowed business scope; undertaking HR service outsourcing; HR management consulting service; labor dispatching (labor dispatching business license valid until December 30, 2023); dispatching contract workers to foreign countries (excluding Hong Kong, Macao and Taiwan) (business qualification certificate for foreign labor service cooperation valid until July 16, 2024); Internet information service; enterprise management consulting; education consultancy; economic and trade consulting; taxation consultation; market research; technical development, technical promotion and technical services; conference services; organization of cultural and artistic exchange activities (excluding performance); design, production, agency and release of advertisements. (The enterprise is allowed to operate items at its own option and perform related business activities in accordance with laws; as for the Internet information service and other items required to be approved in accordance with laws, business activities shall be performed as approved by relevant authorities; it is not allowed to be engaged in business activities prohibited and restricted by the municipal industrial policies.) |
5. SDIC Intelligence Co., Ltd.
Company Name | SDIC Intelligence Co., Ltd. |
Nature | Limited liability company (wholly state-owned) |
Legal Representative | Zhang Lei |
Date of Establishment | November 8, 2016 |
Registered Capital | RMB 2 billion |
Domicile | A, 36/F, No. 168, Yangshupu Road, Hongkou District, Shanghai |
Scope of Business | Engaging in technical development, technical consulting, technical service and technical transfer in intelligent technology, IoT technology, computer technology, environmental technology, electronics technology and energy science & technology, and also engaging in network technology, network engineering, e-commerce (excluding financing), enterprise management consulting, communication project construction, project investment, investment management, investment consultation, corporate planning, asset management and telecommunications service. [As for items required to be approved in accordance with laws, business activities shall be performed after obtaining the approval from relevant authorities] |
6. Rongshi International Treasury Management Co., Ltd.
Company Name | Rongshi International Treasury Management Co., Ltd. |
Full English Name | RONGSHI INTERNATIONAL TREASURY MANAGEMENT COMPANY LIMITED |
Nature | Other limited liability company |
Legal Representative | Cui Hongqin |
Date of Establishment | November 20, 2018 |
Registered Capital | USD 50 million |
Domicile | Room 1701, 17/F, World-Wide House, 19 Des Voeux Road Central, Hong Kong |
Scope of Business | Treasury management |
7. SDIC Traffic Holding Co., Ltd.
Company Name | SDIC Traffic Holding Co., Ltd. |
Nature | Limited liability company (sole proprietorship of legal person) |
Legal Representative | Wang Wenfa |
Date of Establishment | October 29, 2013 |
Registered Capital | RMB 2 billion |
Domicile | Room 1017, Building A, No. 6 Fuchengmen North Street, Xicheng District, Beijing |
Scope of Business | Investing in railways, highways (including bridges & culverts, and yards & stations), ports, aviation logistics, pipeline transportation, logistics and related supporting projects as well as their horizontal crossing and comprehensive utilization projects; general contracting, technical transformation and management of the aforementioned projects; selling metallic materials, building materials, chemical and light industry materials (excluding hazardous chemicals), electromechanical equipment, automobiles (excluding sedans) and automobile spare parts, hardware and electrical equipment, timber, computer software and hardware, communication equipment and cultural and office goods (except for items subject to special national provisions); lease of self-owned equipment; technical consulting, technical development, technical transfer and economic information consulting services related to the aforementioned businesses. (The enterprise is allowed to operate items at its own option and perform related business activities in accordance with laws; as for items required to be approved in accordance with laws, business activities shall be performed as approved by relevant authorities; it is not allowed to be engaged in business activities prohibited and restricted by the municipal industrial policies.) |
Financial Data | As of December 31, 2021, the audited total assets and net assets of SDIC Traffic Holding Co., Ltd. were RMB 25.254 billion and RMB 13.703 billion, respectively, with an asset-liability ratio of 45.74%. It achieved operating revenue of RMB 3.323 billion and net profit of RMB 1.615 billion in 2021. As of September 30, 2022, the unaudited total assets and net assets of SDIC Traffic Holding Co., Ltd. were RMB 24.790 billion and RMB 14.045 billion, respectively, with an asset-liability ratio of 43.35%. It achieved operating revenue of RMB 2.544 billion and net profit of RMB 867 million for the period. |
8. Beijing Yahua Real Estate Development Co., Ltd.
Company Name | Beijing Yahua Real Estate Development Co., Ltd. |
Nature | Other limited liability company |
Legal Representative | Yan Xiaojun |
Date of Establishment | June 13, 2001 |
Registered Capital | RMB 3.4 billion |
Domicile | Room 309, 3/F, No. 6 Fuchengmen North Street, Xicheng District, Beijing |
Scope of Business | Real estate development and sales; property management for self-owned premises; real estate information consulting (except for intermediary services); furniture rental. (The market entity is allowed to operate items at its own option and perform related business activities in accordance with laws. as for items required to be approved in accordance with laws, business activities shall be performed as approved by relevant authorities; it is not allowed to be engaged in business activities prohibited and restricted by the national and municipal industrial policies.) |
9. Xiamen Meiya Pico Information Co., Ltd.
Company Name | Xiamen Meiya Pico Information Co., Ltd. |
Nature | Joint-stock limited company (listed and invested or held by natural person) |
Legal Representative | Teng Da |
Date of Establishment | September 22, 1999 |
Registered Capital | RMB 807,083,639 |
Domicile | Units 102-402, No. 12, Guanri Road, 2nd Phase of Xiamen Software Park, Xiamen |
Scope of Business | General items: Information system integration services; software development; information technology consulting services; wholesale of computer software and hardware and auxiliary equipment; retail of computer software and hardware and auxiliary equipment; data processing and storage support services; 5G communication technology services; leasing of computer and communication equipment; sales of radio, film and TV equipment; sales of communication equipment; sales of mobile communication equipment; digital content production services (excluding publishing and distribution); Internet security services; import and export of technologies; import and export of goods; production of commercial password products; sales of commercial password products; sales of security equipment; manufacturing of security equipment; sales of metal chains and other metal products; sales of metal products; manufacturing of lighting fixtures; sales of smart wearable devices; technical services, development, consulting, exchange, transfer and promotion; manufacturing of computer software and hardware and peripherals; manufacturing of mobile communication equipment; manufacturing of communication equipment; manufacturing of Internet equipment; big data services; AI public data platform; sales of information security equipment; manufacturing of information security equipment; development of network and information security software; sales of intelligent robots; R&D of intelligent robots; computer system services; information system operation and maintenance services; sales of electronic products; cloud computing equipment technology services; general AI application system; sales of intelligent basic manufacturing equipment; manufacturing of intelligent basic manufacturing equipment; educational consulting services (excluding education and training activities involving license approval). (Except for items subject to approval in accordance with laws, business activities are independently carried out with the business license in accordance with laws) Licensed items: Building intelligent system design; Internet information service; publishing of electronic publications; production of electronic publications; retail of publications; wholesale of publications; construction of construction projects; sales of security products for computer information systems; judicial expertise services. (For the items subject to approval according to law, business activities are only allowed upon the approval by relevant authorities, and the specific operating items are subject to the approval documents or licenses of relevant authorities) |
10. China National Investment Consulting Co., Ltd.
Company Name | China National Investment Consulting Co., Ltd. |
Nature | Other limited liability company |
Legal Representative | Han Song |
Date of Establishment | December 1, 2003 |
Registered Capital | RMB 16 million |
Domicile | Room 1011, 10/F, No. 6 Fuchengmen North Street, Xicheng District, Beijing |
Scope of Business | Investment consulting; engineering consulting; enterprise management consulting; other social and economic consulting (except for items subject to special national provisions); bidding agency; engineering supervision; technical services; economic and trade consulting; technical consulting; sales of machinery and equipment, electronic products and office supplies; conference services; education consultancy; data processing (excluding the bank card center in data processing and the cloud computing data center with PUE value above 1.4). (The market entity is allowed to operate items at its own option and perform related business activities in accordance with laws. as for items required to be approved in accordance with laws, business activities shall be performed as approved by relevant authorities; it is not allowed to be engaged in business activities prohibited and restricted by the national and municipal industrial policies.) |
(II) Affiliation
SDIC directly holds 51.32% of the Company's shares and is the affiliated legal person of the Company in accordance with Article 6.3.3 of the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (Revised in January 2022) (202012) (hereinafter referred to as the "Stock Listing Rules").
As the controlled subsidiaries of SDIC, SDIC Finance Co., Ltd. (hereinafter referred to as SDIC Finance), SDIC Property Management Co., Ltd., SDIC Human Resources Service Co., Ltd., SDIC Intelligence Co., Ltd., SDIC Traffic Holding Co., Ltd., Rongshi International Treasury Management Co., Ltd. (hereinafter referred to as Rongshi Treasury), Beijing Yahua Real Estate Development Co., Ltd., Xiamen Meiya Pico Information Co., Ltd. and China National Investment Consulting Co., Ltd. are all the Company's affiliated legal persons according to the provisions in Article 6.3.3 of the Stock Listing Rules.
(III) Execution and performance
The Company's related-party transactions are properly executed. SDIC and its controlled subsidiaries mentioned above are all in normal operating and financial status, therefore, there is no performance risk.
III. Main Contents and Pricing Policies of Related-Party Transactions
The daily related-party transactions between the Company and its controlled subsidiaries and SDIC and SDIC's controlled subsidiaries are governed by the following principles:
(I) Deposit with SDIC Finance, one of the related parties
1. Deposit interest rate. The interest rates for deposits taken by SDIC Finance from the Company and its controlled subsidiaries shall not be less than the benchmark deposit interest rates published by the People's Bank of China and shall be negotiated and determined with reference to the market deposit interest rates.
2. Charging standards for businesses such as fund settlement. The fees charged by SDIC Finance for providing other fund settlement services to the Company and its controlled subsidiaries shall be in accordance with the charging standards set by the People's Bank of China or the banking regulatory authorities for such type of services, and shall not be higher than the average market handling charges of commercial banks for providing the same type of financial services to the Company and its controlled subsidiaries.
(II) Deposit with Rongshi Treasury, one of the related parties
1. Deposit interest rate. The interest rates for deposits taken by Rongshi Treasury from the Company and overseas investment holding enterprises shall not be lower than the average interest rates set by commercial banks for the provision of the same kind of deposit services to the Company and overseas investment holding enterprises. In addition to the foregoing, such interest rates shall not be lower than the average interest rates set by Rongshi Treasury for the same kind of deposits taken from other SDIC members.
2. Charging standards for businesses such as fund settlement. There is no handling charge for other fund settlement services provided by Rongshi Treasury to the Company and overseas investment holding enterprises.
(III) Loan transactions
The interest rates for loans obtained by the Company and its controlled subsidiaries from SDIC and SDIC's controlled subsidiaries shall comply with the provisions of the People's Bank of China on interest rate management and shall be negotiated and determined with reference to market loan interest rates.
The interest rates for loans obtained by the Company and overseas investment holding enterprises from Rongshi Treasury shall be determined on a case-by-case basis. In principle, such rates shall not be higher than those for loans provided by other financial institutions to the Company and overseas investment holding enterprises on the same matters under the same conditions.
After the above three matters (deposit and loan transactions with SDIC Finance, one of the related parties, and deposit and loan transactions with Rongshi Treasury) are deliberated and approved by the Company's general meeting of shareholders, the Company will sign the Financial Service Agreement () with SDIC Finance and Rongshi Treasury in accordance with the approved amount respectively.
(IV) Receiving labor services provided by related parties
This part of related-party transactions mainly includes coal storage and transportation, property costs, entrusted management services, enterprise consultation, recruitment service and software purchase.
The price of a coal storage and transportation contract signed by and between a controlled subsidiary of the Company and a controlled subsidiary of SDIC, the consulting service price, the software purchase price and the price for other labor services or services shall be determined by reference to the market prices through mutual negotiation and not be higher than the market prices.
(V) Selling goods to related parties
This part of related-party transactions mainly includes the sales of electricity by the Company's controlled subsidiaries to affiliate companies in the same region, carbon emissions permit trading, a small amount of coal unloading and other services. With the advances in the system reformation and market-based transaction of electric power, the price of an electricity sales contract between a controlled subsidiary of the Company and a controlled subsidiary of SDIC will be determined by reference to the market-set price and not be lower than the market price.
IV. Purpose of Current Related-Party Transactions and Its Impact on the Company
The newly added daily related-party transactions of the Company are in line with the needs of the Company's production and operation, and the prices of the related-party transactions strictly comply with the Price Law of the People's Republic of China () and other relevant laws and regulations, and where there is government pricing, the price is directly applied; where there is no government pricing, the price shall be negotiated by both parties to the transaction on the basis of market price, which ensures the fairness of the related-party transactions and reflects the principles of openness, fairness and impartiality, does not harm the interests of the listed company and other shareholders and not affect the independence of the listed company.
Since its listing in 2002, the Company has been independent of SDIC and other controlled subsidiaries in terms of personnel, finance, organization setting, etc. Electric power generation is the main business of the Company. The Company will not rely on related parties, with related-party transactions accounting for a very small proportion of the Company's total revenue.
The above proposal was deliberated and approved at the 6th meeting of the 12th Board of Directors on December 30, 2022, and is hereby presented to you for deliberation and approval.
Please deliberate on the above proposal.
Proposal II
SDIC Power Holdings Co., Ltd.
Proposal on Amending the Articles of Association
Dear shareholders and shareholders' representatives,
In accordance with the Measures for the Compliance Management of Central Enterprises (Order No. 42 of SASAC) and other related provisions, SDIC Power Holdings Co., Ltd. (hereinafter referred to as the Company) intends to increase the compliance management functions of the Board of Directors and the Management and define the positioning of senior executives including the general counsel and chief accountant (head of finance) in the Articles of Association. It is proposed to amend the following contents of the Articles of Association:
Existing provisions | Revised provisions (Added contents are underlined and in bold) |
Chapter I General Provisions | |
1.11 The term "other senior executives" as mentioned in these Articles of Association refer to the Company's Deputy General Manager, Secretary of the Board of Directors and Head of Finance. | 1.11 The term "other senior executives" as mentioned in these Articles of Association refer to the Company's Deputy General Manager, Secretary of the Board of Directors, Chief Accountant (Head of Finance), and General Counsel. |
Chapter V Section II Board of Directors | |
5.2.4 The Board of Directors shall perform the following functions and powers: (1) Review and determine the implementation of decisions and arrangements of the CPC Central Committee and major initiatives of national development strategies; (2) Convene the General Meeting of Shareholders and report to the General Meeting of Shareholders; (3) Implement the resolutions of the General Meeting of Shareholders; (4) Develop the operating policy and investment plan of the Company; Decide on the business plans and investment plans of the Company; (5) Make the annual financial budget plans and final accounting plans of the Company; (6) Make profit distribution plan, profit distribution policy adjustment plan, loss recovery plans for the Company; (7) Formulate the Company's plans for increasing or reducing registered capital, issuing bonds or other securities and listing; (8) Draw up schemes concerning major purchase, purchase of the Company's stocks, or merger, division, dissolution and alteration of the Company; (9) Deliberate and approve related-party transactions between the Company and related natural persons with a transaction amount of more than RMB 300,000 (except for the guarantee provided by the Company, if it meets the criteria for deliberation at the general meeting of shareholders, it shall be submitted to the general meeting of shareholders for deliberation and approval after deliberation by the Board of Directors ), and deliberate and approve related-party transactions between the Company and related parties with a transaction amount of more than RMB 3 million and accounting for more than 0.5% of value of the Company's net assets as audited in the latest term (except for the guarantee provided by the Company, if it meets the criteria for deliberation at the general meeting of shareholders, it shall be submitted to the general meeting of shareholders for deliberation and approval after deliberation by the Board of Directors). The amount of related-party transactions between the Company and same affiliated person, or transaction related to the type of transaction object between the Company and different affiliated person, will be calculated according to the principles of accumulative calculation for twelve (12) consecutive months; (10) Deliberate and approve the guarantees and other transactions that shall be reviewed by the Board of Directors as stipulated in 5.2.8 of these Articles; (11) Decide establishment of the internal management structures of the Company; (12) Decide to employ or dismiss the General Manager, Secretary of the Board of Directors and other senior executives of the Company, and determine their remuneration, rewards and punishments in accordance with the relevant regulations and procedures; employ or dismiss senior executives such as the Deputy General Manager and Head of Finance of the Company according to the nomination of the General Manager and determine their remuneration, rewards and punishments; (13) Draw up the Company's basic management system; (14) Develop the methods of performance evaluation, sign annual and term performance responsibility letters with the management members, and scientifically and reasonably determine the performance evaluation results of management members; (15) Develop the salary management measures for senior executive, make the salary distribution plan for senior executive, and establish and improve the restraint mechanism matching with the incentive of the Management; (16) Prepare amendments to these Articles of Association; (17) Manage information disclosure matters of the Company; (18) Propose the general meeting of shareholders to hire or change the accounting firm auditing the Company and their remuneration; (19) Make major accounting policies and accounting estimate change plans of the Company; (20) Make stock ownership incentive plan of the Company; (21) Listen to the work report of the General Manager of the Company, and check the work of the General Manager; (22) Decide on the establishment of special committees and the appointment and removal of their relevant candidates; (23) Prepare the work report of the Board of Directors; (24) Other authorities authorized by laws, administrative rules, regulations and these Articles. When the Board of Directors makes any resolutions mentioned in the previous paragraphs, Items (7), (8) and (16) which shall be voted and approved by more than 2/3 of the Directors, other items may generally be voted and approved by more than 1/2 of the Directors. | 5.2.4 The Board of Directors shall perform the following functions and powers: (1) Deliberate and determine the implementation of decisions and arrangements of the CPC Central Committee and major initiatives of national development strategies; (2) Convene the General Meeting of Shareholders and report to the General Meeting of Shareholders; (3) Implement the resolutions of the General Meeting of Shareholders; (4) Develop the operating policy and investment plan of the Company; Decide on the business plans and investment plans of the Company; (5) Make the annual financial budget plans and final accounting plans of the Company; (6) Make profit distribution plan, profit distribution policy adjustment plan, loss recovery plans for the Company; (7) Formulate the Company's plans for increasing or reducing registered capital, issuing bonds or other securities and listing; (8) Draw up schemes concerning major purchase, purchase of the Company's stocks, or merger, division, dissolution and alteration of the Company; (9) Deliberate and approve related-party transactions between the Company and related natural persons with a transaction amount of more than RMB 300,000 (except for the guarantee provided by the Company, if it meets the criteria for deliberation at the general meeting of shareholders, it shall be submitted to the general meeting of shareholders for deliberation and approval after deliberation by the Board of Directors ), and deliberate and approve related-party transactions between the Company and related parties with a transaction amount of more than RMB 3 million and accounting for more than 0.5% of value of the Company's net assets as audited in the latest term (except for the guarantee provided by the Company, if it meets the criteria for deliberation at the general meeting of shareholders, it shall be submitted to the general meeting of shareholders for deliberation and approval after deliberation by the Board of Directors). The amount of related-party transactions between the Company and same affiliated person, or transaction related to the type of transaction object between the Company and different affiliated person, will be calculated according to the principles of accumulative calculation for twelve (12) consecutive months; (10) Deliberate and approve the guarantees and other transactions that shall be reviewed by the Board of Directors as stipulated in 5.2.8 of these Articles; (11) Decide establishment of the internal management structures of the Company; (12) Decide to employ or dismiss the General Manager, Secretary of the Board of Directors and other senior executives of the Company, and determine their remuneration, rewards and punishments in accordance with the relevant regulations and procedures; Employ or dismiss senior executives such as the Deputy General Manager, Chief Accountant (Head of Finance), and General Counsel according to the nomination of the General Manager and determine their remuneration, rewards and punishment; (13) Draw up the Company's basic management system; (14) Develop the methods of performance evaluation, sign annual and term performance responsibility letters with the management members, and scientifically and reasonably determine the performance evaluation results of management members; (15) Develop the salary management measures for senior executive, make the salary distribution plan for senior executive, and establish and improve the restraint mechanism matching with the incentive of the Management; (16) Prepare amendments to these Articles of Association; (17) Manage information disclosure matters of the Company; (18) Propose the general meeting of shareholders to hire or change the accounting firm auditing the Company and their remuneration; (19) Make major accounting policies and accounting estimate change plans of the Company; (20) Make stock ownership incentive plan of the Company; (21) Listen to the work report of the General Manager of the Company, and check the work of the General Manager; (22) Decide on the establishment of special committees and the appointment and removal of their relevant candidates; (23) Prepare the work report of the Board of Directors; (24) Decide on the company's compliance management system, deliberate and approve the basic system, system construction plan and annual report of compliance management, promote the improvement of the compliance management system and evaluate its effectiveness, study and decide on major matters of compliance management, and decide on the setting and responsibilities of the compliance management department. (25) Other authorities authorized by laws, administrative rules, regulations and these Articles. When the Board of Directors makes any resolutions mentioned in the previous paragraphs, Items (7), (8) and (16) which shall be voted and approved by more than 2/3 of the Directors, other items may generally be voted and approved by more than 1/2 of the Directors. |
Chapter VI General Manager and Other Senior Executives | |
6.1 The Company's General Manager, the Deputy General Manager, Head of Finance and Secretary of the Board of Directors are senior executives of the Company. | 6.1 The Company's General Manager, the Deputy General Manager, Secretary of the Board of Directors, Chief Accountant (Head of Finance), and General Counsel are senior executive of the Company. |
6.5 The General Manager shall report to the Board of Directors and shall exercise the following functions and powers: (1) Take charge of the Company's production, operation and management, organize the implementation of resolutions of the Board of Directors and report to the Board of Directors on his work; (2) Draft and organize the implementation of the Company's business policy, investment plan, business plan and investment scheme; (3) Review and approve the following transactions of the Company (except that the Company provides guarantees, receives cash assets and debts which purely reduce the Company's obligations): 1. The total amount of the assets involved in such transaction (calculated based on the higher of the book value and estimated value if both exist) accounts for less than one percent of the audited total assets of the Company for the latest fiscal year; 2. The total amount of the net assets involved in the transaction object (such as equity) (calculated based on the higher of the book value and estimated value if both exist) is lower than 1% of the audited total net assets of the Company for the latest period; 3. The transaction amount (including the debts and expenses assumed) is lower than 1% of the Company's latest audited net assets; 4. The profit from transaction is lower than 1% of the net profit of the Company as audited in the latest fiscal year; 5. The relevant operating revenue of transaction object (such as equity) in the latest fiscal year is lower than 1% of the total operating revenue of the Company as audited in the latest fiscal year; 6. The relevant net profit of transaction object (such as equity) in the latest fiscal year is lower than 1% of the total net profit of the Company as audited in the latest fiscal year. If the data involved in the above indicators are negative, the absolute value shall be taken for the calculation. Strict review and decision-making procedures should be established for foreign investment that are made in accordance with the authorities set forth above. Key investment projects shall be reviewed by relevant experts and professionals. (4) Deliberate and approve the related-party transactions between the Company or its controlled subsidiary and related natural person with a transaction amount less than RMB 300,000 (except the guarantee provided by the Company); Transactions between the Company or its controlled subsidiary and affiliated legal person (except the guarantee provided by the Company) in an amount of less than RMB 3 million, or accounting for less than 0.5% of the absolute value of the latest audited net assets of the Company; The amount of related-party transactions between the Company and same affiliated person, or transaction related to the type of transaction object between the Company and different affiliated person, will be calculated according to the principles of accumulative calculation for twelve (12) consecutive months; (5) Formulate the plan for the establishment of the Company's internal management organization; (6) Formulate the basic management system of the Company; (7) Formulate detailed rules of the Company; (8) Propose the appointment or dismissal of the Company's Deputy General Manager or Head of Finance to the Board of Directors; (9) Decide on the appointment or dismissal of responsible managerial personnel other than those to be appointed or dismissed by the board of directors; (10) Exercise other functions and powers provided in these Articles of Association or granted by the Board of Directors. The General Manager attends the meeting of the Board of Directors and non-director General Manager has no voting right in the meeting of the Board of Directors. | 6.5 The General Manager shall report to the Board of Directors and shall exercise the following functions and powers: (1) Take charge of the Company's production, operation and management, organize the implementation of resolutions of the Board of Directors and report to the Board of Directors on his work; (2) Draft and organize the implementation of the Company's business policy, investment plan, business plan and investment scheme; (3) Review and approve the following transactions of the Company (except that the Company provides guarantees, receives cash assets and debts which purely reduce the Company's obligations): 1. The total amount of the assets involved in such transaction (calculated based on the higher of the book value and estimated value if both exist) accounts for less than one percent of the audited total assets of the Company for the latest fiscal year; 2. The total amount of the net assets involved in the transaction object (such as equity) (calculated based on the higher of the book value and estimated value if both exist) is lower than 1% of the audited total net assets of the Company for the latest period; 3. The transaction amount (including the debts and expenses assumed) is lower than 1% of the Company's latest audited net assets; 4. The profit from transaction is lower than 1% of the net profit of the Company as audited in the latest fiscal year; 5. The relevant operating revenue of transaction object (such as equity) in the latest fiscal year is lower than 1% of the total operating revenue of the Company as audited in the latest fiscal year; 6. The relevant net profit of transaction object (such as equity) in the latest fiscal year is lower than 1% of the total net profit of the Company as audited in the latest fiscal year. If the data involved in the above indicators are negative, the absolute value shall be taken for the calculation. Strict review and decision-making procedures should be established for foreign investment that are made in accordance with the authorities set forth above. Key investment projects shall be reviewed by relevant experts and professionals. (4) Deliberate and approve the related-party transactions between the Company or its controlled subsidiary and related natural person with a transaction amount less than RMB 300,000 (except the guarantee provided by the Company); Transactions between the Company or its controlled subsidiary and affiliated legal person (except the guarantee provided by the Company) in an amount of less than RMB 3 million, or accounting for less than 0.5% of the absolute value of the latest audited net assets of the Company; The amount of related-party transactions between the Company and same affiliated person, or transaction related to the type of transaction object between the Company and different affiliated person, will be calculated according to the principles of accumulative calculation for twelve (12) consecutive months; (5) Formulate the plan for the establishment of the Company's internal management organization; (6) Formulate the basic management system of the Company; (7) Formulate detailed rules of the Company; (8) Propose the appointment or dismissal of the Company's Deputy General Manager, Chief Accountant (Head of Finance), and General Counsel to the Board of Directors; (9) Decide on the appointment or dismissal of responsible managerial personnel other than those to be appointed or dismissed by the board of directors; (10) Prepare the construction scheme of compliance management system and the basic system of compliance management, and organize their implementation after approval by the Board of Directors. Organize and develop specific compliance management systems, respond to major compliance risk events, approve annual compliance management plans, and guide and supervise compliance management of all departments and affiliated enterprises; (11) Exercise other functions and powers provided in these Articles of Association or granted by the Board of Directors. The General Manager attends the meeting of the Board of Directors and non-director General Manager has no voting right in the meeting of the Board of Directors. |
6.11 The Company implements the general counsel system, in which the General Counsel is responsible for the chairman of the Company and leads the overall legal management of the Company. | 6.11 The company implements the general counsel system. The General Counsel shall be appointed by the Board of Directors, and shall conduct overall legal management of the enterprise. If the matters deliberated by the Board of Directors involve legal issues, the General Counsel shall attend as nonvoting delegates and give legal opinions. |
8.2.1 While performing its duties in accordance with the Constitution of the Communist Party of China and other internal Party regulations, the Company's Party Committee plays the leading role to steer the direction, manage the overall situation, and promote the relevant implementations of the Company, and discusses and decides major issues of the Company in accordance with regulations. Major business and management matters must be studied and discussed by the Party Committee before being determined by the Board of Directors or the Management. The pre-study and discussion of the Party Committee to form opinions is not equivalent to a pre-decision, and cannot replace the decision of other governance entities. | 8.2.1 While performing its duties in accordance with the Constitution of the Communist Party of China and other internal Party regulations, the Company's Party Committee plays the leading role to steer the direction, manage the overall situation, and ensure the relevant implementations of the Company, and discusses and decides major issues of the Company in accordance with regulations. Major business and management matters must be studied and discussed by the Party Committee before being determined by the Board of Directors or the Management. The pre-study and discussion of the Party Committee to form opinions is not equivalent to a pre-decision, and cannot replace the decision of other governance entities. |
The above proposal was deliberated and approved at the 7th meeting of the 12th Board of Directors on February 15, 2023, and is hereby presented to you for deliberation and approval. This proposal needs to be deliberated by special voting.
Please deliberate on the above proposal.