Last checked at 14 Apr 2023 11:39
SDIC Power Holdings CO., LTD.
(GDR under the symbol: "SDIC")
NOTICE OF THE 2023 SECOND EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2023 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 Tuesday 16 May 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 Signing a Financial Service Agreement and Related-party Transaction with SDIC Finance Co., Ltd.
2. To consider and approve the Proposal on Signing a Financial Service Agreement and Related-party Transaction with Rongshi International Treasury Management Co., Ltd.
The Board of Directors of SDIC Power Holdings CO., LTD.
April 14, 2023
The resolutions hereunder contain the English translation of the Chinese version of "Meeting materials for the 2023 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 Signing a Financial Service Agreement and Related-party Transaction with SDIC Finance Co., Ltd.
Dear shareholders and shareholders' representatives,
SDIC Power Holdings Co., Ltd. (hereinafter referred to as the "Company") intends to sign a Financial Service Agreement with SDIC Finance Co., Ltd. (hereinafter referred to as "SDIC Finance") through friendly negotiation based on operation and development needs.
I. Overview of Related-party Transaction
The Company intends to sign a Financial Service Agreement with SDIC Finance, whereupon SDIC Finance will handle related financial services for the Company, including deposit services, loan and financial leasing services, settlement services, and other services that SDIC Finance may engage in as approved by CBIRC. During the three-year term of the Agreement, the Company shall have a maximum daily deposit balance of up to RMB 15 billion in SDIC Finance and a maximum daily loan limit of up to RMB 20 billion. According to the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange and the No. 5 Guidance for Self-regulation of Listed Companies in Shanghai Stock Exchange - Transaction and Related-party Transaction, the signing of the Financial Service Agreement between the Company and SDIC Finance constitutes a related-party transaction, which shall be submitted to the general meeting of shareholders of the Company for deliberation, and the related shareholders shall withdraw themselves from voting.
II. Introduction to Transaction Parties
(I) Introduction to the relationship of related parties
Both the Company and SDIC Finance are controlled by the same controlling shareholder, i.e. State Development & Investment Corp., Ltd. According to the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, SDIC Finance is the affiliated legal person of the Company, and its deposit, loan, settlement and other services provided for the Company constitute the related-party transaction of the Company.
(II) Basic information about related parties
Company name: SDIC Finance Co., Ltd.
Company type: other limited liability company
Legal representative: Li Xurong
Registered capital: RMB 5,000,000,000
Date of establishment: February 11, 2009
Domicile:18/F, No. 2, Fuchengmen Beidajie 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 receiving and paying transaction payments; handling approved insurance brokerage; providing guarantee for member companies; addressing entrusted loans and investments between 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; addressing loan and finance lease for member companies; engaging in inter-bank borrowing and lending; issuing financial company bonds as approved; underwriting corporate bonds of member companies; equity investment in financial institutions; investing in marketable securities; addressing buyer's credit for member company products. (The enterprise may lawfully and independently choose business projects and carry out business activities. As for items required to be approved in accordance with laws, the Company may, after obtaining approval of relevant authorities, carry out business activities according to approved contents. Business activities of projects prohibited or restricted by the industrial policies of the city are prohibited.)
In 2022, SDIC Finance's key financial data audited include total asset: RMB 45,961.99 million, net asset: RMB 7,607.64 million, and net profit: RMB 423.85 million.
SDIC Finance has standardized business operations, sound management systems, effective risk control, good operating conditions, and the ability to fulfill contracts. Upon inquiry, it was found that SDIC Finance is not a dishonest judgment debtor.
III. Main Contents of Related-party Transaction
(I) Agreement signatories
Party A: SDIC Finance Co., Ltd.
Party B: SDIC Power Holdings Co., Ltd.
(II) Service content
1. Deposit service;
2. Loan and finance lease service;
3. Settlement service;
4. Other services that Party A may engage in as approved by CBIRC.
(III) Service fees
1. For deposits and loans:
(1) The interest rate at which Party A absorbs Party B's deposits shall be determined by the Parties through negotiation with reference to the market deposit interest rate, and shall not be lower than the benchmark deposit interest rate published by the People's Bank of China.
(2) The interest rate at which Party A make loans to Party B shall be determined by the Parties through negotiation with reference to the market loan interest rate according to the regulations of the People's Bank of China on interest rate management.
2. Services not yet charged include:
(1) Settlement services currently provided by Party A to Party B;
(2) Other financial services currently provided by Party A for free.
3. Party A is also developing other licensed financial services and when conditions permit, with mutual consent, it will provide Party B with new financial services (hereinafter referred to as "New Services"). Party A hereby promises to Party B that its charging for New Services provided to Party B will follow the principles below:
(1) Complying with the charging criteria specified by PBC or China Banking Regulatory Commission (CBRC) in terms of the such type of service; and
(2) Not higher than the average market commission charged by commercial banks for providing the same type of financial services to Party B.
(IV) Transaction limit
1. During the term of the Agreement, Party A shall absorb the deposits of Party B and its controlled subsidiaries, with the daily balance not exceeding RMB 15 billion. Party B shall provide the list of its controlled subsidiaries to Party A for the record. Any change shall be promptly notified to Party A.
2. During the term of the Agreement, for direct loans, bill acceptance and discounting, guarantees and accounts receivable factoring, and financial guarantees provided by Party A to Party B and its controlled subsidiaries, the total daily balance including accrued interest shall not exceed RMB 20 billion. Party B shall provide the annual related loan limit approved by its general meeting of shareholders to Party A for the record. Any change shall be promptly notified to Party A.
3. During the term of the Agreement, fees for other financial services provided by Party A to Party B shall be determined by the Parties through negotiation with reference to the service charging principles in Article (III).
(V) Risk control
1. Party A shall ensure that it operates as per the financial company risk monitoring indicators released by CBRC, and its key monitoring indicators such as asset-liability ratio and liquidity ratio are in line with the regulations of CBRC and other relevant Chinese laws and regulations.
2. For deposits, loans and other financial services between Party A and Party B, appropriate decision-making procedures and information disclosure shall be performed in strict accordance with the relevant laws and regulations on related-party transaction.
3. Before offering deposit service for the first time, Party A shall provide Party B with the audited annual financial report, business qualification, legal compliance of business and other materials required for Party B to issue a risk assessment report.
4. Party A shall, at least every six months, provide Party B with financial reports, the ending balance of deposits (loans) of Party B and its controlled subsidiaries in Party A, and other materials required for Party B to issue a continuous risk assessment report.
(VI) Term of agreement
The Agreement shall come into force after being approved by Party B's general meeting of shareholders and upon signatures and being affixed with the official seals of the Parties' legal representatives or authorized representatives, and shall remain effective for three year from the effective date.
IV. Purpose of Related-party Transaction and Its Impacts on the Company
The financial services provided by SDIC Finance can help the Company reinforce its funds management, widen its financing channels, raise its fund efficiency, expand its service scale, and increase its profitability. In the principle of equality and free will, the Parties to the transaction price the related-party transaction in a fair and impartial manner, without damaging the interests of the Company and its shareholders, especially the interests of the minority shareholders. It has no adverse impact on the Company's sustainable operation ability, future financial status and operating results, nor affects the Company's independence.
V. Historical Related-party Transactions to Be Noted
From January to December 2022, the Company and its controlled subsidiaries had a daily deposit balance of RMB 6.929 billion and a daily loan balance of RMB 5.873 billion in SDIC Finance.
From the beginning of 2023 to April 14, 2023, the Company and its controlled subsidiaries had a daily deposit balance of RMB 7.292 billion and a daily loan balance of about RMB 7.573 billion in SDIC Finance.
The above proposal was deliberated and approved at the 8th meeting of the 12th Board of Directors on April 14, 2023, and is hereby submitted to this extraordinary general meeting of shareholders for deliberation and approval. As this Proposal involves with related-party transaction, the related shareholders shall withdraw themselves from voting.
Please deliberate on the above proposal.
Proposal II
SDIC Power Holdings Co., Ltd.
Proposal on Signing a Financial Service Agreement and Related-party Transaction with Rongshi International Treasury Management Co., Ltd.
Dear shareholders and shareholders' representatives,
SDIC Power Holdings Co., Ltd. (hereinafter referred to as the "Company") intends to sign a Financial Service Agreement with Rongshi International Treasury Management Co., Ltd. (hereinafter referred to as "Rongshi Treasury") through friendly negotiation based on operation and development needs.
I. Overview of Related-party Transaction
In order to optimize the Company's overseas finance management and improve the funds efficiency, the Company intends to sign a Financial Service Agreement with Rongshi Treasury through friendly negotiation, whereupon Rongshi Treasury will handle related financial services for the Company, including deposit services, loan services, automatic offshore funds pooling service, offshore funds settlement services, financing and finance& tax consulting services, and other services that Party A may engage in as described in the rules of relevant qualifying corporate treasury centers in Hong Kong China. During the three-year term of the Agreement, the Company shall have a maximum daily deposit balance of up to RMB 5 billion in Rongshi Treasury and a maximum daily loan limit of up to RMB 15 billion. According to the Proposal on 2023 Estimated Daily Related-Party Transactions deliberated and approved on the 2023 first extraordinary general meeting of shareholders, the Company is expected to have an estimated daily deposit balance of up to USD 100 million and an estimated loan of up to USD 800 million in Rongshi Treasury in 2023. According to the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange and the No. 5 Guidance for Self-regulation of Listed Companies in Shanghai Stock Exchange - Transaction and Related-party Transaction, the signing of the Financial Service Agreement between the Company and Rongshi Treasury constitutes a related-party transaction, which shall be submitted to the general meeting of shareholders of the Company for deliberation, and the related shareholders shall withdraw themselves from voting.
II. Introduction to Transaction Parties
(I) Introduction to the relationship of related parties
Both the Company and Rongshi Treasury are controlled by the same controlling shareholder, i.e. State Development & Investment Corp., Ltd. According to the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, Rongshi Treasury is the affiliated legal person of the Company, and its deposit, loan, automatic funds pooling, settlement and other services provided for the Company constitute the related-party transaction of the Company.
(II) Basic information about related parties
Company name: Rongshi International Treasury Management Co., Ltd.
Company type: other limited liability company
Legal representative: Cui Hongqin
Paid-in capital: USD 50,000,000
Date of establishment: November 20, 2018
Domicile: Suite 1701, 17/F, World-Wide House, 19 Des Voeux Road Central, Hong Kong
Scope of business: Providing finance, tax and financing consulting and related consulting services for member companies; addressing internal transfer settlements for member companies; absorbing deposits of member companies; addressing loan for member companies; other treasury services.
As of December 31, 2021, Rongshi Treasury's key financial data audited include total asset: RMB 8,843.36 million, net asset: RMB 402.78 million, and net profit: RMB 18.22 million.
In 2022, Rongshi Treasury's key financial data unaudited include total asset: RMB 9,012.31 million, net asset: RMB 441.20 million, and net profit: RMB 42.97 million.
Rongshi Treasury operates its business normally and has sound management system, valid risk control measures, good state of operation and the ability of fulfilling agreements. Upon inquiry, Rongshi Treasury is not a dishonest judgment debtor.
III. Main Contents of Related-party Transaction
(I) Agreement signatories
Party A: Rongshi International Treasury Management Co., Ltd.
Party B: SDIC Power Holdings Co., Ltd.
(II) Service content
1. Deposit service;
2. Loan service;
3. Automatic offshore funds pooling service;
4. Offshore funds settlement service;
5. Financing, finance and tax consulting service;
6. Other services that Party A may engage in as described in the rules of relevant qualifying corporate treasury centers in Hong Kong China.
(III) Service fees
1. Deposit service fee
Party A provides deposit service for free and pays interest on deposit. The interest rate at which Party A absorbs Party B and its overseas controlled companies' deposits shall not be lower than the average interest rate set by commercial banks for providing the same type of deposit services to Party B and its overseas controlled companies; and the interest rate at which Party A absorbs Party B and its overseas controlled companies' deposits shall not be lower than the average interest rate at which Party A absorbs the same type of deposits from other SDIC member companies.
2. Loan service fee
The interest rate for loans obtained by Party B and its overseas controlled companies from Rongshi Treasury shall be determined on a case-by-case basis. In principle, such rate shall not be higher than that for loans provided by other financial institutions to the Company and overseas controlled companies on the same matter under the same conditions.
3. Automatic offshore funds pooling service fee
The provision of automatic offshore funds pooling service by Party A to Party B and its overseas controlled companies is free of charge.
4 Offshore funds settlement service fee
The provision of offshore funds settlement service by Party A to Party B and its overseas controlled companies is free of charge.
5. Financing, finance and tax consulting service fee
The following principles shall be applied: (1) Complying with the charging criteria specified by relevant authority in Hong Kong in term of such type of services; and (2) Not higher than the commission charged by financial institutions for providing the same type of services to Party B and the commission charged by Party A for providing the same type of services to other SDIC member companies.
6. In addition to the financial services currently provided by Party A to Party B mentioned above, Party A is also developing other licensed financial services and when conditions permit, it will provide Party B with new financial services (hereinafter referred to as "New Services"). The charging for New Services provided by Party A to Party B will follow the principles below:
(1) Complying with the charging criteria specified by relevant authority in Hong Kong in term of such type of services; and
(2) Not higher than the commission charged by financial institutions for providing the same type of services to Party B and the commission charged by Party A for providing the same type of services to other SDIC member companies.
(IV) Transaction limit
1. During the term of the Agreement, Party A shall absorb the deposits of Party B and its controlled subsidiaries, with the daily balance not exceeding RMB 5 billion. Party B shall provide the list of its controlled subsidiaries to Party A for the record. Any change shall be promptly notified to Party A.
2. During the term of the Agreement, for loans provided by Party A to Party B and its controlled subsidiaries, the total daily balance including accrued interest shall not exceed RMB 15 billion. Party B shall provide the annual related loan limit (if any) approved by its general meeting of shareholders to Party A for the record. Any change shall be promptly notified to Party A.
(V) Risk control
1. Party A promises and guarantees that it has obtained all the necessary approvals (including approvals, filings, and registrations) and relevant qualifications required to carry out the services under this agreement, and all of them are within the validity period. Party A promises and guarantees that the services it provides comply with the laws and regulations of relevant jurisdictions, including Hong Kong, China, and are genuine, legal, and effective.
2.Party A shall ensure that it operates as per the rules of relevant qualifying corporate treasury centers in Hong Kong, and in compliance with the provisions of relevant supervision authority in Hong Kong as well as other relevant laws and regulations of Hong Kong.
3. For financial services between Party A and Party B, appropriate decision-making procedures and information disclosure shall be performed in strict accordance with the relevant laws and regulations on related-party transaction.
4. Party A shall, at least every six months, provide Party B with financial reports, the ending balance of deposits (loans) of Party B and its controlled subsidiaries in Party A, and other materials required for Party B to issue a continuous risk assessment report.
(VI) Term of agreement
The Agreement shall come into force after being approved by Party B's general meeting of shareholders and upon signatures and being affixed with the official seals of the Parties' legal representatives or authorized representatives, and shall remain effective for three year from the effective date.
IV. Purpose of Related-party Transaction and Its Impacts on the Company
The financial services provided by Rongshi Treasury can help the Company reinforce its funds management, widen its financing channels, raise its fund efficiency and expand its service scale. In the principle of equality and free will, the Parties to the transaction price the related-party transaction in a fair and impartial manner, without damaging the interests of the Company and its shareholders, especially the interests of the minority shareholders. It has no adverse impact on the Company's sustainable operation ability, future financial status and operating results, nor affects the Company's independence.
V. Historical Related-party Transactions to Be Noted
From January to December 2022, the Company and its controlled subsidiaries had a daily deposit balance of about USD 3.4634 million and a daily loan balance of about USD 884 million in Rongshi Treasury.
From the beginning of 2023 to April 14, 2023, the Company and its controlled subsidiaries had a daily deposit balance of about USD 1.51 million and a daily loan balance of about USD 1.05 billion in Rongshi Treasury.
The above proposal was deliberated and approved at the 8th meeting of the 12th Board of Directors on April 14, 2023, and is hereby submitted to this extraordinary general meeting of shareholders for deliberation and approval. As this Proposal involves with related-party transaction, the related shareholders shall withdraw themselves from voting.
Please deliberate on the above proposal.