TIDMSDIC
RNS Number : 0649Y
SDIC Power Holdings Co., LTD
28 December 2023
SDIC Power Holdings CO., LTD.
(GDR under the symbol: "SDIC")
NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2024 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 Tuesday 23 January 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 2024 Estimated Daily
Related-Party Transactions
The Board of Directors of SDIC Power Holdings CO., LTD.
December 28, 2023
The resolutions hereunder contain the English translation of the
Chinese version of "Meeting materials for the 2024 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 2024 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 2024, 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 2023
Type of related-party Related party Estimated amount Actual amount from Reasons for
transaction in 2023 January to November significant
2023 (unaudited) difference
between the
estimated
amount and
the actual
amount
Deposit with SDIC Finance Daily average Daily average deposit The estimate
SDIC Finance, Co., Ltd. deposit balance balance of RMB 8.069 was made on
one of the not more than billion the basis
related parties RMB 15 billion of the Company's
business development
and fund balancing.
---------------------- ---------------------- ---------------------- ----------------------
Deposit (foreign Rongshi International Daily average Daily average deposit The estimate
currency) Treasury Management deposit balance balance of USD 1 was made on
with the Co., Ltd. not more than . 628 million the basis
overseas equivalent USD of the Company's
fund management 100 million overseas business
platform development
of the related and fund balancing.
party
---------------------- ---------------------- ---------------------- ----------------------
Loan transaction SDIC and its Not more than RMB 13.044 billion The estimate
with the controlled RMB 20 billion was made on
related party subsidiaries the basis
of the Company's
business development
and fund balancing.
---------------------- ---------------------- ---------------------- ----------------------
Loan transaction Rongshi International New loan not New loan of USD 30 The estimate
with the Treasury Management more than equivalent million was made on
related party Co., Ltd. USD 800 million the basis
(foreign of the Company's
currency) overseas business
development
and fund balancing.
---------------------- ---------------------- ---------------------- ----------------------
Receiving SDIC Property Not more than RMB 5.58 million Not applicable
labor services Management RMB 800 million
provided Co., Ltd.
by the related
party
---------------------- ---------------------- ---------------------- ---------------------- ----------------------
SDIC Human RMB 1.9 million Not applicable
Resources Service
Co., Ltd.
---------------------- ---------------------- ---------------------- ---------------------- ----------------------
SDIC Traffic RMB 218.58 million Not applicable
Holding Co.,
Ltd.
----------------------
SDIC Intelligence RMB 1.98 million Not applicable
Co., Ltd.
----------------------
Beijing Yahua RMB 10.96 million Not applicable
Real Estate
Development
Co., Ltd.
---------------------- ---------------------- ----------------------
SDIC Inspection RMB 0.23 million New
and Testing
Certification
Co., Ltd.
---------------------- ---------------------- ----------------------
SDIC Health RMB 1.45 million New
Industry Investment
Co., Ltd.
---------------------- ---------------------- ----------------------
Xiamen Meiya RMB 0.49 million Not applicable
Pico Information
Co., Ltd.
---------------------- ---------------------- ----------------------
Shandong Tejian RMB 0.11 million New
Fangyuan Detection
Co., Ltd.
---------------------- ---------------------- ----------------------
China Electronics RMB 0.36 million New
Engineering
Design Institute
Co., Ltd.
---------------------- ---------------------- ---------------------- ---------------------- ----------------------
Selling goods SDIC Traffic Not more than RMB 15.9632 million Not applicable
to the related Holding Co., RMB 400 million
party Ltd.
---------------------- ---------------------- ---------------------- ----------------------
(II) Estimated amounts and types of daily related-party
transactions in 2024
Type of related-party Related party Estimated amount Actual amount Reasons for the
transaction in 2024 from January significant difference
to November between the estimated
2023 (unaudited) amount of this year
and the actual amount
of the previous
year
Deposit with SDIC Finance Daily maximum Daily maximum The estimate was
SDIC Finance, Co., Ltd. deposit balance deposit made on the basis
one of the related not more than balance of the Company's
parties RMB 15 billion of RMB 10.8 business development
billion and fund balancing.
---------------------- ----------------- ------------------ ------------------------
Loan transaction SDIC and its Daily maximum Daily maximum The estimate was
with the related controlled loan limit not loan limit made on the basis
party subsidiaries more than RMB of RMB 11.421 of the Company's
15 billion billion business development
and fund balancing.
---------------------- ---------------------- ----------------- ------------------ ------------------------
Deposit (foreign Rongshi International Daily maximum Daily maximum The estimate was
currency) with Treasury Management deposit balance deposit made on the basis
the overseas Co., Ltd. not more than balance of the Company's
fund management RMB 5 billion of RMB 82 overseas business
platform of the million development and
related party fund balancing.
---------------------- ---------------------- ----------------- ------------------ ------------------------
Loan transaction Rongshi International Daily maximum Daily maximum The estimate was
with the related Treasury Management loan limit not loan limit made on the basis
party (foreign Co., Ltd. more than RMB of RMB 7.865 of the Company's
currency) 15 billion billion overseas business
development and
fund balancing.
---------------------- ---------------------- ----------------- ------------------ ------------------------
Receiving labor SDIC and its Not more than RMB 240 SDIC Genting Meizhouwan
services provided controlled RMB 800 million million and SDIC Qinzhou
by the related subsidiaries are expected to
party (coal storage have some coal storage
and transportation, and unloading costs;
consultation and some service
service, software fees will be incurred
and hardware with SDIC Human
procurement, Resources, SDIC
etc.) Intelligence and
other related parties.
---------------------- ---------------------- ----------------- ------------------ ------------------------
Selling goods SDIC and its Not more than RMB 16 million Coordinated development
to the related controlled RMB 400 million with related parties;
party (sales subsidiaries considering the
of electricity, influence of changes
coal unloading in the electricity
service, etc.) market; and estimates
related to carbon
emissions permit
trading.
---------------------- ----------------- ------------------ ------------------------
On May 30, 2023, the Company and Rongshi International Treasury
Management Co., Ltd. (hereinafter referred to as Rongshi Treasury)
signed the Financial Service Agreement which is valid for three
years; and on June 21, 2023, the Company and SDIC Finance Co., Ltd.
(hereinafter referred to as SDIC Finance) signed the Financial
Service Agreement which is valid for three years. In the year of
2024, the Company will continue to comply with the deposit and loan
limits agreed in the Financial Service Agreements with its related
parties, SDIC Finance and Rongshi Treasury, and it is expected that
the daily maximum deposit balance will be no more than RMB 15
billion, and the daily maximum loan limit will be no more than RMB
20 billion in SDIC Finance Co., Ltd., and that the daily maximum
deposit balance will be no more than RMB 5 billion, and the daily
maximum loan limit will be no more than RMB 15 billion in Rongshi
International Treasury Management Co., Ltd.
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, 2022, the audited total
assets and net assets of State Development
& Investment Corp., Ltd. were RMB 795.821
billion and RMB 259.259 billion, respectively,
with an asset-liability ratio of 67.42%. It
achieved operating revenue of RMB 195.516
billion and net profit of RMB 19.557 billion
in 2022. As of September 30, 2023, the unaudited
total assets and net assets of State Development
& Investment Corp., Ltd. were RMB 882.222
billion and RMB 274.958 billion, respectively,
with an asset-liability ratio of 68.83%. It
achieved operating revenue of RMB 146.211
billion and net profit of RMB 19.838 billion
for the period.
---------------------------------------------------
2. SDIC Finance Co., Ltd.
Company Name SDIC Finance Co., Ltd.
Nature Other limited liability company
----------------------------------------------------
Legal Representative Cui Hongqin
----------------------------------------------------
Date of Establishment February 11, 2009
----------------------------------------------------
Registered RMB 5 billion
Capital
----------------------------------------------------
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 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 corporate
bonds of SDIC Finance 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 RMB 100 million
Capital
------------------------------------------------------
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 RMB 100 million
Capital
-------------------------------------------------------
Domicile Room 167 in 1001, 1002 and 1003, 10/F, Building
2, Yard 15, Guanghua Road, Chaoyang District,
Beijing
-------------------------------------------------------
Scope of Business Licensed items: employment intermediary activities;
labor dispatch services; foreign labor cooperation;
Internet information services; network culture
operation; production and operation of radio
and television programs; category 2 value-added
telecommunications services. (As for items required
to be approved in accordance with laws, business
activities shall be performed as approved by
relevant authorities, and specific operation
items shall be subject to approval documents
or licenses from relevant authorities) General
items: human resource services (excluding employment
intermediary activities and labor dispatch services);
business training (excluding educational training,
vocational skills training and other training
that requires a license); corporate management
and consultation; educational consulting services
(excluding education and training activities
involving license approval); social and economic
consulting services; tax services; market research
(excluding foreign-related investigations);
technical services, technical development, technical
consulting, technical exchange, technical transfer
and technical promotion; conference and exhibition
services; organization of cultural and art exchange
activities; advertising design and agency; advertising
production; advertising publication; leasing
of non-residential real estate; software sales.
(Except for items subject to approval in accordance
with laws, business activities are independently
carried out with the business license in accordance
with laws) (it is not allowed to be engaged
in business activities prohibited and restricted
by the national and 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 RMB 2 billion
Capital
-------------------------------------------------------
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 RONGSHI INTERNATIONAL TREASURY MANAGEMENT COMPANY
Name LIMITED
-------------------------------------------------
Nature Other limited liability company
-------------------------------------------------
Legal Representative Cui Hongqin
-------------------------------------------------
Date of Establishment November 20, 2018
-------------------------------------------------
Registered USD 50 million
Capital
-------------------------------------------------
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 RMB 2 billion
Capital
--------------------------------------------------------
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.)
--------------------------------------------------------
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 RMB 3.4 billion
Capital
--------------------------------------------------------
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 RMB 859,477,310
Capital
--------------------------------------------------------
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
technical consulting service; 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, technical development,
technical consulting, technical exchange, technical
transfer and technical 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 services;
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)
--------------------------------------------------------
Financial As of December 31, 2022, the audited total assets
Data and net assets of Xiamen Meiya Pico Information
Co., Ltd. were RMB 5.89 billion and RMB 4.308
billion, respectively, with an asset-liability
ratio of 26.86%. It achieved operating revenue
of RMB 2.28 billion and net profit of RMB 171
million in 2022. As of September 30, 2023, the
unaudited total assets and net assets of Xiamen
Meiya Pico Information Co., Ltd. were RMB 5.435
billion and RMB 3.853 billion, respectively,
with an asset-liability ratio of 29.12%. It
achieved operating revenue of RMB 750 million
and net profit of RMB -415 million for the period.
--------------------------------------------------------
10. SDIC Inspection and Testing Certification Co., Ltd.
Company Name SDIC Inspection and Testing Certification Co.,
Ltd.
Nature Limited Liability Company (sole proprietorship
of legal person invested or controlled by non-natural
person)
------------------------------------------------------
Legal Representative Zhang Yuqi
------------------------------------------------------
Date of Establishment April 18, 2018
------------------------------------------------------
Registered RMB 3 billion
Capital
------------------------------------------------------
Domicile Room 3625W, No. 9, Lane 360, Feihong Road, Hongkou
District, Shanghai
------------------------------------------------------
Scope of Business Certification service, and engaging in technical
development, technical transfer, technical consulting
and technical service in special fields of test
technology and energy-saving and environmental
protection technology, investment management,
construction project testing, business consulting,
quality inspection technical service, surveying
and mapping services, and inspection and appraisal
of import and export commodities. [As for items
required to be approved in accordance with laws,
business activities shall be performed after
obtaining the approval from relevant authorities]
------------------------------------------------------
11. SDIC Health Industry Investment Co., Ltd.
Company Name SDIC Health Industry Investment Co., Ltd.
Nature Limited Liability Company (sole proprietorship
of legal person invested or controlled by non-natural
person)
------------------------------------------------------
Legal Representative Liu Jian
------------------------------------------------------
Date of Establishment November 18, 2016
------------------------------------------------------
Registered RMB 2 billion
Capital
------------------------------------------------------
Domicile Room 1011, 10/F, No. 6 Fuchengmen North Street,
Xicheng District, Beijing
------------------------------------------------------
Scope of Business Investment management, health consulting, investment
consulting, enterprise management, enterprise
management consulting, and providing the elderly
with community care, home care and other community
care services. [As for items required to be
approved in accordance with laws, business activities
shall be performed after obtaining the approval
from relevant authorities]
------------------------------------------------------
12. Shandong Tejian Fangyuan Detection Co., Ltd.
Company Name Shandong Tejian Fangyuan Detection Co., Ltd.
Nature Limited Liability Company (sole proprietorship
of legal person invested or controlled by non-natural
person)
------------------------------------------------------
Legal Representative Ren Yunli
------------------------------------------------------
Date of Establishment August 19, 1992
------------------------------------------------------
Registered RMB 50 million
Capital
------------------------------------------------------
Domicile No. 81 Shanda North Road, Licheng District,
Ji'nan City, Shandong
------------------------------------------------------
Scope of Business General items: Highway and water transport engineering
test and inspection services; environmental
protection testing; project management services;
electronic measuring instruments sales; sales
of special measuring or inspection instruments
for railroad; sales of experimental analysis
instruments; safety technology training for
special operators; information technical consulting
service; security consulting services; Internet
security services; energy-saving management
services; R&D of mechanical equipment; manufacturing
of testing machines; sales of test machine sales;
software development; standardization services;
technical services, technical development, technical
consulting, technical exchange, technical transfer
and technical promotion; educational consulting
services (excluding education and training activities
involving license approval); technology intermediary
services; unit logistics management services;
car leasing; conference and exhibition services;
inspection and testing services; construction
project quality testing; special equipment inspection
and testing services; water conservancy engineering
quality testing; fire protection technology
services; lightning protection device testing;
safety evaluation business. (Except for items
subject to approval in accordance with laws,
business activities are independently carried
out with the business license in accordance
with laws)
------------------------------------------------------
13. China Electronics Engineering Design Institute Co., Ltd.
Company Name China Electronics Engineering Design Institute
Co., Ltd.
Nature Other joint-stock company (non-listed)
--------------------------------------------------------
Legal Representative Lou Yu
--------------------------------------------------------
Date of Establishment August 27, 1992
--------------------------------------------------------
Registered RMB 924,274,508
Capital
--------------------------------------------------------
Domicile 317, Area II, 3/F, No. 160 Xisihuan North Road,
Haidian District, Beijing
--------------------------------------------------------
Scope of Business contracting of overseas projects in accordance
with its capability, size, and performance;
dispatching labors required for implementing
the above-mentioned overseas projects; publication
of Contamination Control & Air-conditioning
Technology (to the extent of those published
by the editorial office of journals within the
internal organization of the Company, valid
until December 31, 2023); pressure piping design
GB2 level and GC1(1)(2) level; urban planning;
engineering consulting; cost consulting; environmental
impact assessment; energy conservation assessment;
architectural engineering design of all grades
for all industries; engineering decoration;
project management; general contracting of housing
and building projects; development and sales
of computer hardware and electronic instruments
and meters; development, production and sales
of construction and related engineering equipment
and materials; design, publication and agency
business of advertisements in the Contamination
Control & Air-conditioning Technology journal;
import and export business; technological development;
technology transfer; technological services;
software development; software sales; application
software services (except for medical software);
basic software service; engineering testing;
environmental testing. (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 Shanghai
Stock Exchange (revised in August 2023) (hereinafter referred to as
the "Stock Listing Rules").
As the controlled subsidiaries of SDIC, SDIC Finance Co., Ltd.,
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., Beijing
Yahua Real Estate Development Co., Ltd., Xiamen Meiya Pico
Information Co., Ltd., SDIC Inspection and Testing Certification
Co., Ltd., SDIC Health Industry Investment Co., Ltd., Shandong
Tejian Fangyuan Detection Co., Ltd. and China Electronics
Engineering Design Institute 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
(I) Deposit and loan transactions
The Company signed the Financial Service Agreements with SDIC
Finance and Rongshi Treasury, and has executed the corresponding
service charges in accordance with the agreements.
(II) 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.
(III) 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 22(nd)
meeting of the 12(th) Board of Directors and the 12(th) meeting of
the 12(th) Supervisory Committee on December 28, 2023, and is
hereby presented to you for deliberation and approval. According to
relevant provisions of the Stock Listing Rules, the above
transactions are related-party transactions and the related-party
shareholders shall abstain from voting.
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