Last checked at 18 Mar 2024 13:00
SDIC Power Holdings CO., LTD.
(GDR under the symbol: "SDIC")
NOTICE OF THE 2024 SECOND EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2024 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 Wednesday 3 April 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 Estimated Amount of Guarantee Provided for ICOL Company
The Board of Directors of SDIC Power Holdings CO., LTD.
March 18, 2024
The resolutions hereunder contain the English translation of the Chinese version of "Meeting materials for the 2024 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 the Estimated Amount of Guarantee Provided
for ICOL Company
Dear shareholders and shareholder representatives:
SDIC Power Holdings Co., Ltd. (hereinafter referred to as the "Company") is expected to provide an additional guarantee amount of no more than GBP 117 million equivalent to Inch Cape Offshore Limited (hereinafter referred to as the "ICOL"), a joint venture company in which it holds a 50% indirect stake. The details are as follows:
1. Overview of Guarantee
(1) Basic Information about the Guarantee
ICOL, a British company indirectly owned by the Company, is responsible for implementing the offshore wind power project. The preliminary work on this project is currently progressing as scheduled. To ensure the continued progress of ICOL project according to the current development strategy, it is necessary to secure the key supply chain promptly. This involves signing capacity reservation agreements or preliminary work agreements, achieving project financing closure, and commencing construction. In order to support these efforts, the Company plans to provide an additional guarantee amount to ICOL, not exceeding an equivalent of GBP 117 million. This new guarantee amount includes the increase in the guaranteed amount under the original guarantee contract.
(2) Basic Information on Guarantee Estimates
Guarantor | Guaranteed party | Guarantor's shareholding ratio | Latest asset-liability ratio of the guaranteed party | Guarantee balance to date | New guarantee amount | Guarantee amount as a proportion of the listed company's latest net assets | Expected validity period of this guarantee | Is it a related guarantee | Any counter guarantee |
Guarantee estimates for joint ventures and associated enterprises | |||||||||
1. Joint ventures and associated enterprises with an asset-liability ratio of more than 70% | |||||||||
Company | Inch Cape Offshore Limited | 50% | 93.47% | 295.897 million RMB | £117 million equivalent | 1.06% | 12 months from the date of approval by the general meeting of shareholders | No | No |
Notes:
? The guarantor listed in the above table is based on current business estimates. The specific arrangements will be determined according to the actual business requirements and will be subject to the guarantor specified when the business enters into a specific contract.
? ICOL is a joint venture in which the Company indirectly holds a 50% share. ICOL maintains a stable financial status, demonstrates good credit standing, follows standardized operations, and manages risks effectively. The Company will provide guarantees in proportion to its shareholding ratio in ICOL.
2. Basic Information of the Guaranteed Party
(1) Basic Information
ICOL was founded on February 17, 2010. The registered office is located at 5th Floor, 40 Princes Street, Edinburgh, EH2 2BY, Scotland, United Kingdom. The Company has a registered capital of GBP 51.1 million and its main business is renewable energy production (offshore wind power development).
As of December 31, 2022, ICOL's audited financial data reveals the following figures: total assets of GBP 193.65 million, total liabilities of GBP 171.91 million (including bank loans of GBP 0 million and current liabilities of GBP 162.88 million), and net assets worth GBP 21.74 million. The operating income for the year 2022 was GBP 41,000, with a net profit of GBP -1.73 million.
As of September 30, 2023, ICOL's unaudited financial data indicate the following: total assets of GBP 307.92 million, total liabilities of GBP 287.80 million (including bank loans of GBP 0 million and current liabilities of GBP 278.53 million), and net assets worth GBP 20.12 million. From January to September 2023, the operating income amounted to GBP 9,000, with a net profit of GBP -1.62 million.
(2) Relationship between the Guaranteed Party and the Company
ICOL is a joint venture jointly controlled by the Company and Irish Power Company.
3. Main Contents of the Guarantee Agreement
Guarantee type: credit guarantee
Guarantee amount: GBP 117 million equivalent (based on the principal debt amount)
Guarantee content: In order to ensure the successful closure of project financing and the commencement of construction, it is crucial for ICOL to promptly secure the key supply chain by signing capacity reservation agreements or preliminary work agreements. The aforementioned agreements are expected to require project shareholders to provide ICOL with an additional guarantee amount not exceeding GBP 117 million (based on the principal debt amount). In the event that ICOL fails to fulfill its payment obligations under the relevant contract, the project shareholders will fulfill such obligations on behalf of ICOL. The specific content of the guarantee agreement will be determined through consultation between the Company, supply chain enterprises, financial institutions, or other relevant parties, based on the current work situation. The actual guarantee amount will be determined by the final signed and executed guarantee agreement.
Counter-guarantee and its form: N/A
4. Necessity and Rationality of Guarantee
The UK Offshore Wind Power Project held by ICOL is the key to implementing the Company's "14th Five-Year Plan" international strategic plan and stably deploying overseas businesses. The Company's guarantee for ICOL will help secure the project's production capacity, ensure the construction timeline is met, and facilitate the progress of the booster station construction, ultimately contributing to the timely completion of the project.
In summary, the guarantee provided to ICOL is not expected to impact the Company's ongoing operations or harm the interests of the Company and its shareholders.
5. Accumulative Number of External Guarantees and Overdue Guarantees
As of the disclosure date of the announcement, the Company has provided a guarantee balance of RMB 295.8970 million to ICOL. The total balance of external guarantees provided by the Company, including guarantees to its holding subsidiaries, is RMB 3,976.2918 million and, excluding this guarantee, the balance of guarantees to its holding subsidiaries is RMB 3,680.3947 million, representing 7.29% and 6.75% of the Company's latest audited owner's equity attributable to the parent company, respectively. Currently, there are no overdue guarantees or guarantees that are subject to litigation involving the Company and its holding subsidiaries.
Therefore, we kindly request the approval of the shareholders' meeting to provide the guarantee; to authorize the Chairman or the person authorized by the Chairman to modify, submit, report, sign and execute the contract and other legal documents related to this guarantee within the guarantee amount; and to grant the Chairman or the person authorized by the Chairman full authority to handle other matters related to this guarantee.
The above proposal was deliberated and approved at the 24th meeting of the 12th Board of Directors of the Company on March 18, 2024, and is hereby presented to you for deliberation and approval.