TIDMSDIC
RNS Number : 8120B
SDIC Power Holdings Co., LTD
06 June 2023
SDIC Power Holdings CO., LTD.
(GDR under the symbol: "SDIC")
NOTICE OF THE 2022 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2022 Annual 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, 27 June 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 2022 Work Report of the Board of
Directors
2. To consider and approve the 2022 Work Report of the
Supervisory Committee
3. To consider and approve the Proposal on 2022 Work Report of
Independent Directors
4. To consider and approve the Report on Final Accounts of the
Company for 2022
5. To consider and approve the Proposal on 2023 Operation
Plan
6. To consider and approve the Proposal on 2022 Annual Profit
Distribution Plan
7. To consider and approve the Proposal on the Subsidiary's
Registration and Release of Medium-Term Notes and Corporate
Bonds
The Board of Directors of SDIC Power Holdings CO., LTD.
June 6, 2023
The resolutions hereunder contain the English translation of the
Chinese version of "Meeting materials for the 2022 Annual 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.
2022 Work Report of the Board of Directors
Dear shareholders and shareholder representatives,
In the year 2022, in the new stage and under the new pattern of
power industry development, the Board of Directors of the Company
seized the opportunity to control the epidemic, stabilize economic
and safe development, promote quality and efficiency improvement
and special governance, and firmly advance the reform and
development around its "14th Five-Year Plan" strategy. Meanwhile,
the Board of Directors of the Company conscientiously fulfilled the
functions and powers granted to it by the Company Law and the
Articles of Association, achieved sound operation, improved quality
while keeping excellent, and effectively safeguarded the legitimate
rights and interests of all shareholders.
The work of the Board of Directors in 2022 and the work plan for
2023 are hereby reported as follows:
Part I Work of the Board of Directors in 2022
I. Operating Achievements of the Company
The operating indicators of the Company continued to improve. By
the end of 2022, the holding installed capacity was 37.7642 million
kW; the total assets were RMB 258.254 billion, an increase of RMB
16.849 billion over the end of the previous period; and the
asset-liability ratio was 63.75%, a year-on-year increase of 0.24
percentage points.
There were no ordinary or above accidents throughout 2022. The
new installed capacity (acquisition and green space construction)
this year totaled 1,545,900 kW, with a completed power generation
of 156.7 billion kWh, up 1.86% year on year; the average on-grid
tariff was RMB 0.351/kWh, up 10.03% year on year. The annual
operating revenue was RMB 50.489 billion, a year-on-year increase
of 15.36%; the net profit attributable to shareholders of the
Company was RMB 4.079 billion, a year-on-year increase of 66.11%;
and the basic earnings per share was RMB 0.5213, a year-on-year
increase of 61.45%.
The overall production, operation and safety situation
throughout the year was stable. The Company has successfully
completed the power guarantee tasks in anti-epidemic, anti-drought,
anti-earthquake, anti-freezing and other special periods,
establishing a responsible image as a central enterprise.
II. Convening of Board Meetings
In 2022, the Company held a total of 18 board meetings and
deliberated 73 proposals. All directors of the Company attended all
the board meetings during the year and no absence occurred. The
matters deliberated are as follows:
(I) Personnel changes
In January 2022, Mr. Zhang Yuanling resigned as a director of
the Company due to a job adjustment. According to the relevant
provisions of the Company Law and the Articles of Association, the
Board of Directors recommended Mr. Li Junxi as a candidate for new
directors. The Proposal on Election of Directors of the Company was
deliberated and approved at the General Meeting of Shareholders in
March 2022, agreeing that Mr. Li Junxi would be a member of the
Eleventh Board of Directors of the Company.
In September 2022, the term of the Eleventh Board of Directors
expired and a general election was held in accordance with relevant
provisions of the Company Law and the Articles of Association. Zhu
Jiwei, Luo Shaoxiang, Li Junxi, Zhang Wenping and Zhan Pingyuan
were recommended as candidates for directors (non-independent
directors and non-employee directors) of the Twelfth Board of
Directors according to the nomination by the shareholders of the
Company and the Nomination Committee of the Board of Directors. At
the same time, Zhang Lizi, Xu Junli and Yu Yingmin were nominated
as candidates for independent directors of the Twelfth Board of
Directors. The Proposal on General Election of the Twelfth Board of
Directors was deliberated and approved at the General Meeting of
Shareholders in September 2022. It was agreed that Zhu Jiwei, Luo
Shaoxiang, Li Junxi, Zhang Lizi, Xu Junli, Yu Yingmin, Zhan
Pingyuan and Zhang Wenping were members of the Twelfth Board of
Directors.
(II) System revision
In accordance with the Company Law of the People's Republic of
China, Listing Rules of the Shanghai Stock Exchange, Code of
Corporate Governance for Listed Companies and other laws and
regulations, the Board of Directors presided over the revision of
16 systems in 2022. The revised system met the latest regulatory
requirements of listed companies and provided a guarantee for the
steady and compliant operation of the company. The specific systems
included: Internal Audit Management System, Administrative Measures
for Rectification of Problems Found in Audit, Administrative
Measures for Remuneration of Persons-in-Charge, Confidentiality
System for Inside Information, Management System for Information
Disclosure Affairs, Measures for the Administration of Internal
Reporting of Major Information, Management System for Shares of the
Company Held by Directors, Supervisors and Senior Executives and
Their Changes, Rules of Procedure of the General Meeting of
Shareholders, Rules of Procedure of the Board of Directors, Working
Rules of General Manager, Administrative Measures for Performance
Assessment of Senior Executives, Foreign Investment Management
System, External Guarantee Management System, Management System of
Related-party Transactions, Working Rules of Audit Committee of
Board of Directors, and Rules of Procedure for General Manager's
Office Meeting.
In addition, the Board of Directors presided over three
revisions to the Articles of Association due to changes in total
share capital and updates to the Guidelines for the Supervision of
Listed Companies.
(III) Debt financing
In order to further improve the Company's debt structure,
broaden its financing channels and meet its capital needs, in
accordance with the provisions of relevant laws and regulations
such as the Company Law, Securities Law and Administrative Measures
for Information Disclosure for Corporate Credit Bonds, and in
combination with the bond market and the Company's capital needs,
the Board of Directors deliberated and agreed to publicly issue
renewable corporate bonds to professional investors, with an
issuance scale not exceeding RMB 5.7 billion. The above proposal
was deliberated and approved at the General Meeting of Shareholders
in July 2022, and the registration application for public issuance
of renewable corporate bonds to professional investors was approved
by China Securities Regulatory Commission (CSRC) in August
2022.
(IV) Guarantees
In order to ensure the normal progress of the Company's overseas
projects, the Board of Directors deliberated and approved a total
of three external guarantee matters in 2022, providing guarantees
for Benbrack Wind Farm Limited with no more than EUR 48 million,
Inch Cape Offshore Limited with no more than GBP 25 million and EUR
6.8 million, and for PT North Sumatera Hydro Energy not to exceed
USD 1.251 billion.
The matters of providing guarantees for Inch Cape Offshore
Limited and PT North Sumatera Hydro Energy were deliberated and
approved at the General Meeting of Shareholders in September 2022
and December 2022 respectively.
(V) Related-party transactions
As required by the needs of business development, it is
estimated that the Company and its controlled subsidiaries will
have daily related-party transactions such as deposits, loan
capital transactions, receiving labor services provided by
affiliated parties and selling commodities to affiliated parties
with the controlling shareholder State Development & Investment
Corp., Ltd. and its holding subsidiaries in 2023. In addition, the
Company signed a Financial Service Agreement with SDIC Finance Co.,
Ltd. After deliberation by the Board of Directors and the General
Meeting of Shareholders, it was agreed that SDIC Finance Co., Ltd.
would handle relevant financial businesses for the Company.
(VI) Periodic reports
The Board of Directors deliberated and approved the 2021 Annual
Report, 2022 First-Quarter, Semi-annual and Third-quarter Reports
of the Company to ensure true, accurate and complete communication
of the Company's financial condition and operating results to the
market.
(VII) Profit distribution
The profit distribution in 2021 was based on the total share
capital of 7,454,179,797 shares, and a cash dividend of RMB 0.1635
per share was distributed to all shareholders, with a dividend
ratio of 50%. It strictly followed the commitments in the
Shareholder Return Plan for the Next Three Years (2021-2023) and
was recognized by the majority of shareholders.
(VIII) Performance assessment and signing of performance
contracts
During the year, the Board of Directors successfully completed
the 2021 annual and eleventh-term assessment of the Chairman and
all senior executives, and approved and issued the 2021
performance-based remuneration and tenure incentives from September
2019 to August 2022.
The Board of Directors agreed to revise the Administrative
Measures for Performance Assessment of Senior Executives, and
completed the signing of 2022 performance contracts for
professional managers in accordance with the Measures as the basis
for the 2022 performance assessment.
(IX) Renewal of employment of accounting firm
The Company agreed to reappoint ShineWing Certified Public
Accountants LLP (Special General Partnership) as the auditor of the
Company in 2022.
(X) Adjustment of accounting policies
The Company deliberated and approved the Proposal on Change of
Accounting Policy, and modified the accounting policies of the
Company according to Accounting Standards for Business Enterprises
No. 15 issued by the Ministry of Finance.
III. Main Works Done during the Reporting Period
(I) Abiding by the rules and performing duties diligently
In 2022, the Board of Directors proposed 9 general meetings of
shareholders, including 1 annual General Meeting of Shareholders
and 8 Extraordinary General Meetings of Shareholders, all of which
were held by combining on-site voting with online voting. The
proposals of all previous General Meetings of Shareholders were
highly recognized by the majority of shareholders and successfully
passed the vote.
In 2022, the professional committees of the Board of Directors
held a total of 20 meetings, including 2 meetings for the Strategy
Committee, 3 meetings for the Nomination Committee, 6 meetings for
the Remuneration and Assessment Committee and 9 meetings for the
Audit Committee. The Strategy Committee was deeply involved in the
formulation of the Company's 2022 Operating Plan. At the same time,
it actively listened to the post-evaluation report on key projects
in 2022 at the end of the year, evaluated the progress of the
Company in completing the "14th Five-Year Plan", and provided
suggestions for the Board of Directors to formulate strategies and
make scientific decisions. The Audit Committee gave full play to
its functions, actively maintained close communication with
internal and external audit institutions, put forward guiding
opinions and requirements for financial audit and internal control
management, and paid attention to the necessity, fairness and
pricing fairness of related-party transactions; The Remuneration
and Assessment Committee carefully reviewed the remuneration
situation and assessment performance results, and revised the
Employment Contract and Performance Contract of Professional
Managers, Administrative Measures for Remuneration of
Persons-in-Charge, Administrative Measures for Performance
Assessment of Senior Executives and other systems. The Nomination
Committee strictly followed the nomination procedure and
successfully completed the election of one director and the general
election of the Twelfth Board of Directors.
In 2022, the independent directors gave full play to their
respective professional advantages in the power industry, legal
compliance and accounting auditing, and conducted prior
deliberations or expressed independent opinions on 19 matters such
as related-party transactions, external guarantees, nomination,
appointment and removal of directors, and renewal of accounting
firms. They were diligent and responsible, paid close attention to
the Company's business dynamics, put forward professional opinions
and suggestions in a timely manner, actively participated in
project research, regularly communicated with the management of the
Company according to work needs, and actively safeguarded
shareholders' rights and interests.
(II) Optimizing governance and delivering corporate values
The Company faithfully fulfilled the information disclosure
obligation of listed companies and protected the right to know of
investors. Throughout the year, the Company disclosed 4 regular
reports and 69 interim announcements on the Shanghai Stock
Exchange. In addition, it continued to disclose 29 important
production and operation data and periodic reports in Chinese and
English to global investors through the London Stock Exchange and
its website. With timely, accurate and complete information
disclosure, the Company has been awarded the "Grade A Rating of
Information Disclosure" by Shanghai Stock Exchange for 6
consecutive years, establishing an image of healthy development and
responsibility to investors in the capital market.
The Board of Directors has continuously summarized its
experience in multi-channel interaction with investors and always
prioritized investor relations management. On the basis of previous
online and offline communication channels such as investment
hotlines, SSE E-interactions, performance conferences and
securities trader strategy exchange meetings, the Board of
Directors continuously explored more efficient ways for investors
to communicate, established a multi-level investor interaction
mechanism, actively delivered company values, discussed industry
hot issues, listened to capital market suggestions, and presented
investors with a corporate image with clear strategies, effective
management and excellent performance.
(III) Improving control and consolidating the cornerstone of the
rule of law
Focusing on optimizing the rules and regulations management
system, the Company strived to promote the standardization,
scientificity and timeliness of the Company's system formulation
and revision, and ensured that the system met external requirements
and internal supervision. Taking the revision of the Approval
Management Manual of the Company as an opportunity, the Company
comprehensively sorted out the "Three-important and One-major"
matters, governance rights and responsibilities and regulatory
requirements, refined the approval process, optimized the approval
process, and enhanced the rigid constraints and closed-loop
management of system implementation.
The Company fully implemented the key tasks of the "14th
Five-Year Rule of Law Plan" and the "Year of compliance management
enhancement", improved the working guidelines for responsible
directors of investment enterprises, and standardized the
management of proposals made at three meetings. The Company
earnestly sorted out the governance elements of overseas investment
enterprises and standardized the corporate governance of overseas
enterprises. Investment enterprises at all levels carried out
special investigations of compliance risks in all fields and
all-round business operations to prevent problems before they occur
and made rectifications.
(IV) Deepening reforms and adhering to high-quality
development
In 2022, the Company further improved its market-oriented
operation mechanism, and the signing rate of performance contracts
for enterprise management personnel and the proportion of open
recruitment of employees reached 100%. The Company optimized
corporate governance, implemented the functions and powers of the
Board of Directors, and comprehensively improved the quality of
corporate governance. It was selected by the SASAC as a model for
the three-year action of listed companies to promote state-owned
enterprise reform, and successfully selected into the "List of
Model State-owned Enterprises for Corporate Governance". The
three-year action plan for state-owned enterprise reform came to a
successful conclusion and achieved the expected goals.
The development of the Company was accelerated in an all-around
way. Lianghekou Hydropower Station was put into operation ahead of
schedule. The development of the Yalong River Basin
Water-Wind-Solar Hybrid Green and Clean Renewable Energy
Demonstration Base is expected to accelerate. The construction of
the Kala Hydropower Station, and the Kela Solar Power Station Phase
I project were commenced. Lianghekou Mixed Pumped-storage Station
was approved. Huaxia Phase I Equal Capacity Replacement Project was
Commenced on Schedule. Qinzhou Phase III Coalfired Power Generation
Project and Zhoushan Gas Turbine Power Generation Projects were
approved. The process of new energy development has been
accelerating, and a number of domestic new energy projects have
been approved or filed throughout the year, with high growth in
installed capacity. In terms of overseas business, Batang Toru
Hydropower Station in Indonesia was promoted in an orderly
manner.
Part II Work Plan of the Board of Directors in 2023
The year 2023 is a key year for the implementation of the "14th
Five-Year Plan" of the Company to connect the past with the future
and accelerate development, as well as the beginning of a new
journey to build a modern socialist country in an all-around way.
The Board of Directors will correctly understand and grasp the core
competitiveness of the Company, thoroughly implement the new
development concept, and strive to set an example for the
outstanding main business, excellent development, perfect
governance and honest management in the capital market. The main
work plan is detailed as follows:
I. Setting the Right Course and Executing Strategic Plans More
Targeted
A well-developed plan, meticulous arrangements and proactive
execution lead to success. Focusing on the positioning of "the
pioneer of clean energy and the leader in industry investment" and
adhering to the core pursuit of "Greener Energy, Better Nature",
the Board of Directors of the Company will strive towards the goal
of "becoming a globally trusted integrated energy investment
operator" with the determination in a pragmatic style.
The development of the energy industry continues to accelerate,
enterprise management changes with each passing day, and new
technologies and formats continue to emerge. Facing the new
development law of domestic and foreign power markets, the Board of
Directors will actively adapt to the strategic development needs of
the Company, accurately grasp the new situation and deeply
understand the new journey. The Board of Directors will start by
enhancing the core competitiveness of the Company and serve to
build a clean, low-carbon, safe and efficient energy system and a
new power system, timely adjust development planning, make
strategic resource reserves, improve investment decision-making
procedures, and strengthen scientificity of decision-making. On the
one hand, the Board of Directors will continue to learn and think
deeply to continuously improve the operation and management level;
on the other hand, they will evaluate and test the effectiveness of
operation and management in the market. Through regional
benchmarking and industry benchmarking, they will find gaps, make
up for shortcomings, discover potentials, create benefits, be
realistic and pragmatic, and do everything well.
II. Implementing Low-carbon Transition and Inheriting Green
Genes to Make Great Achievements
Nature empowers development. Anchoring the "Dual Carbon" goals,
the Company is firmly confident to take a green and low-carbon path
and promote the development of enterprises towards a cleaner and
more efficient direction.
The Company will focus on clean energy, concentrate resources
for great achievements, and make substantial breakthroughs in key
projects; continuously improve the intensive management ability of
new energy businesses, expand investment in advantageous regions,
compete for high-quality resources, and strive for project
opportunities in economically developed areas with guaranteed
consumption. The Company will reserve strategic resources and
further strengthen the follow-up research on new industries and
technologies. In terms of thermal power, the Company will control
the increase and optimize the stock, consider the location, cost
and other conditions as a whole, and develop thermal power projects
in line with the long-term development layout; and ensure the
flexible transformation of units to enhance the competitiveness of
auxiliary services.
III. Demonstrating the Enterprise Essence by Work Safety,
Strengthening the Compliance Cornerstone and Guarding the Bottom
Line
As the saying goes, only with strict laws can people follow
them. The Company will improve the compliance management system and
strengthen the effectiveness of compliance management; improve the
institutional system, strengthen the institutional construction in
key areas, embed compliance requirements and control measures into
key processes and key nodes, carry out effectiveness evaluation of
the compliance management system, and promote the closed-loop
implementation of the compliance management system. The Company
will strengthen risk management, establish and improve the internal
control system, draw inferences from other cases, find out possible
loopholes in business processes, and strengthen the construction of
an internal control system with risk prevention as the core.
The Company will consolidate safety and environmental protection
responsibilities. Based on the new Work Safety Law of the People's
Republic of China, the Company will perform duties as an example
and earnestly implement the first responsibility for work safety;
strengthen the incentive mechanism of the HSE management system and
solidly carry out system reviews; pay attention to "promoting work
safety through science and technology" and continuously consolidate
intrinsic safety by means of science and technology and
information. The Company will do a good job in environmental
protection to strictly prevent the occurrence of ecological
environmental protection incidents according to various regulatory
standards and requirements; strengthen the supervision and
management of safety and environmental protection work of newly
acquired and invested enterprises, and firmly guard the bottom line
and red line of safety and environmental protection.
IV. Empowering New Energy from Top to Bottom, Optimizing
Internal Management and Building Consensus
Keep improving and progressing constantly. The Company will
focus on improving the management level, strengthen the
construction of functional management system, and continuously
optimize the indicators and standards of the lean management
system; accelerate the construction of a marketing system, build a
unified and standardized electricity sales management system, and
further enhance market competitiveness through policy and market
research and judgment and strengthening trading ability.
The Company will improve the incentive and restraint mechanism
of the Company, and further enhance coordination between superiors
and subordinates; strengthen the orientation of pragmatism,
responsibility and employment, create a working atmosphere for
entrepreneurship, improve the professional capacity building of the
staff, and build a high-quality talent team. The Company will
strengthen talent exchanges and establish the employment
orientation of "emphasizing practice and actual performance"; give
full play to the role of performance assessment and strengthen the
rigid cashing of assessment results; continuously optimize the
performance assessment system, focus on performance contribution
and value creation, unblock the transmission channel of
responsibility pressure around the Company's key and difficult
points, encourage attention to practical results, and effectively
promote the implementation of work.
V. Promoting Sustainable Development and Fulfilling Social
Responsibility
Pursue for highest virtue and perfection. The Company adheres to
the concept of high-quality and sustainable development and works
hand in hand with stakeholders to create a better life. The Company
pays taxes in good faith so that enterprise development can benefit
local development. The Company adheres to the people-oriented
concept, caring for the rights and interests of employees and
enhancing their sense of gain. The Company actively participates in
public welfare undertakings, encourages employees to participate in
community construction and public welfare undertakings through
various means such as industry, education, infrastructure and care
for special groups, and expand and consolidate the achievements of
poverty alleviation.
The Company will make unremitting efforts to build a modern
energy system with harmonious coexistence between man and nature,
develop green and clean energy and technologies, and promote the
sustainable development of human society. This is not only the
expectation of a better life for society, but also the
responsibility of state-owned enterprises.
In 2022, the work of the Company's Board of Directors proceeded
smoothly under the support of shareholders. The year 2023 will be a
crucial year for China's future economic development, filled with
both opportunities and challenges. The Board of Directors will
closely follow the "3060" national strategies (carbon dioxide
peaking before 2030 and carbon neutrality before 2060), actively
embrace change, continue to strengthen its sense of mission and
responsibility, keep moving forward steadily, dare to explore and
innovate, aim at further accelerating the construction of a
globally trusted comprehensive energy investment operator, and
write a new chapter for high-quality development in the new
era.
The above proposal has been deliberated and approved at the 10th
Meeting of the Twelfth Board of Directors on April 27, 2023, and it
is hereby presented to you for deliberation and approval.
Please deliberate on the above proposal.
Proposal II
SDIC Power Holdings Co., Ltd.
2022 Work Report of the Supervisory Committee
Dear shareholders and shareholder representatives,
In 2022, the Supervisory Committee of SDIC Power Holdings Co.,
Ltd. (hereinafter referred to as "the Company") satisfactorily
fulfilled all its work with the powers conferred by the Company Law
and the Articles of Association of SDIC Power and safeguarded the
legitimate rights and interests of the Company and all its
shareholders. During the reporting period, members of the
Supervisory Committee attended all previous meetings of the
Company's Supervisory Committee on site or by means of
correspondence, fulfilled their duties and effectively supervised
the Company's legal enterprise governance, standardized financial
operation, related-party transactions, changes in accounting
policies, etc.
I. Convening of the 2022 Meetings of the Supervisory
Committee
During the reporting period, the Supervisory Committee held 11
meetings as follows:
(I) On April 27, the 18th Meeting of the Eleventh Supervisory
Committee was held and the following ten proposals have been
deliberated and approved at the Meeting: 2021 Work Report of the
Supervisory Committee, 2021 Annual Report, Proposal on 2021 Profit
Distribution Plan, Proposal on 2021 Financial Final Accounts,
Proposal on Deliberation on 2021 Internal Control Evaluation
Report, Proposal on Deliberation on 2021 Comprehensive Risk
Management Report, Proposal on Deliberation on 2021 Internal Audit
Work Report, Continuous Risk Assessment Report on SDIC Finance Co.,
Ltd., Report of the Company for the First Quarter of 2022, and
Special Report on the 2021 Annual Deposit and Use of Raised
Funds.
(II) On May 12, the 19th meeting of the Eleventh Supervisory
Committee was held, and two proposals were deliberated and
approved: Proposal on the Cancellation for Transferring of 60%
Equity of Newsky (China) and Related-party Transactions and
Proposal on Formulating the Risk Disposal Plan for Handling Deposit
and Loan Business in SDIC Finance Co., Ltd.
(III) On May 30, the 20th Meeting of the Eleventh Supervisory
Committee was held, and the Proposal on Amending the Rules of
Procedure for the Supervisory Committee was deliberated and
approved.
(IV) On June 29, the 21st Meeting of the Eleventh Supervisory
Committee was held, and two proposals were deliberated and
approved: Proposal on Signing a Financial Service Agreement and
Related-party Transaction with SDIC Finance Co., Ltd. and Risk
Assessment Report on SDIC Finance Co., Ltd.
(V) On August 19, the 22nd Meeting of the Eleventh Supervisory
Committee was held, and the Proposal on the General Election of the
Twelfth Supervisory Committee was deliberated and approved.
(VI) On August 30, the 23rd Meeting of the Eleventh Supervisory
Committee was held, and three proposals were deliberated and
approved: Proposal on Changes in Accounting Policies, 2022
Semiannual Report of SDIC Power Holding Co., Ltd., and Continuous
Risk Assessment Report of SDIC Power Holdings Co., Ltd. on SDIC
Finance Co., Ltd.
(VII) On September 6, the first meeting of the Twelfth
Supervisory Committee was held, and the Proposal on the Election of
the Chairman of the Supervisory Committee of the Company was
deliberated and approved.
(VIII) On October 28, the second meeting of the Twelfth
Supervisory Committee was held and the Report of the SDIC Power for
the Third Quarter of 2022 was deliberated and approved.
(IX) On November 24, the third meeting of the Twelfth
Supervisory Committee was held, and the Proposal on Amendment to
Management Systems for Related-party Transactions was deliberated
and approved.
(X) On December 12, the fourth meeting of the Twelfth
Supervisory Committee was held, and the Proposal on Renewal of
Employment of Accounting Firms was deliberated and approved.
(XI) On December 30, the fifth meeting of the Twelfth
Supervisory Committee was held, and the Proposal on 2023 Estimated
Daily Related-party Transactions was deliberated and approved.
II. Independent Opinions of the Supervisory Committee in
2022
(I) Independent opinions on the conditions of law-based
enterprise management
In 2022, each supervisor inspected and supervised the Company's
production and operation, financial status, decision-making on
important matters and other matters related to the interests of
minority shareholders with a rigorous and prudent working attitude.
The Supervisory Committee attended the board meetings as a
nonvoting delegate and reviewed all proposals of the Board of
Directors. The Supervisory Committee believes that the
decision-making procedures of the Board of Directors of the Company
are legal, and finds no director or managerial force performs any
acts that may harm the interests of shareholders of the Company
while performing their duties, nor any other behavior that violates
laws and regulations.
(II) Independent opinions on the financial situation of the
Company
In 2022, the Supervisory Committee kept abreast of the Company's
operation and financial situation, and reviewed documents submitted
by the Board of Directors, including quarterly, semi-annual and
annual financial reports. The Supervisory Committee believes that
these financial reports objectively and truly reflect the financial
status and operating results of the Company, and are free of false
records, misleading statements or major omissions; ShineWing
Certified Public Accountants LLP (Special General Partnership) has
issued standard unqualified audit reports on the Company's annual
financial report, which were objective and fair.
(III) Independent opinions on conditions of related-party
transactions of the Company
During the reporting period, the Supervisory Committee
continuously supervised the related-party transactions of the
Company and believed that: the review procedures for the Company's
related-party transactions were legal and effective, the principle
of related-party pricing was fair, the related-party transactions
met the needs of the Company's operation and development, and there
was no damage to the interests of the Company and its shareholders,
especially minority shareholders.
(IV) Independent opinions on fund raising of the Company
During the reporting period, the Supervisory Committee
continuously ensured that the use and management process of raised
funds were in compliance with laws and regulations, reviewed the
special report on the storage and use of raised funds, checked the
relevant progress of raised investment projects, and found no
damage to the rights and interests of the Company and minority
shareholders.
(V) Review and comment on the internal control self-assessment
report
During the reporting period, the Supervisory Committee reviewed
the annual internal control evaluation report, understood the
construction and operation of the internal control system, and gave
full play to its supervision and guidance role. The Supervisory
Committee believes that the internal control self-assessment report
of the Company can truly and objectively reflect the overall
situation of the Company in the aspects of internal control; the
existing internal control system of the Company has made clear
system regulations on major businesses, processes and significant
issues, and has played a good role in risk prevention and control
in the operation and management.
(VI) Independent opinions on changes in accounting policies
The Supervisory Committee agreed to make changes to the
Company's accounting policies in accordance with Accounting
Standards for Business Enterprises No. 15 issued by the Ministry of
Finance in 2021.
III. Outlooks
In 2023, the Supervisory Committee will continue to play its
supervisory function, be diligent, responsible, timely and
efficient, maintain close communication with the management, ensure
that the Board of Directors and the management of the Company carry
out their work in strict accordance with the relevant provisions of
the Company Law and the Articles of Association, implement the
resolutions of the General Meeting of Shareholders, and safeguard
the legitimate rights and interests of all shareholders.
The above proposal has been deliberated and approved at the 7th
Meeting of the Twelfth Supervisory Committee on April 27, 2023, and
it is hereby presented to you for deliberation and approval.
Please deliberate on the above proposal.
Proposal III
SDIC Power Holdings Co., Ltd.
2022 Work Report of Independent Directors
Dear shareholders and shareholder representatives,
As independent directors of SDIC Power Holdings Co., Ltd.
(hereinafter referred to as the Company), we have completed the
relevant work in 2022 with a prudent and conscientious attitude
from the perspective of safeguarding the interests of all
shareholders, strictly following the laws and regulations such as
the Company Law and the Code of Corporate Governance for Listed
Companies, as well as the Articles of Association, Working System
for Independent Directors and Annual Report Working System for
Independent Directors.
The work of independent directors in 2022 is hereby reported as
follows:
I. Basic Information of Independent Directors
At present, there are three independent director members in the
Twelfth Board of Directors of the Company, namely Ms. Zhang Lizi,
Mr. Xu Junli and Mr. Yu Yingmin. The term of office of the Eleventh
Board of Directors expired on September 6, 2022. After deliberation
and approval at the 13th meeting of the Nomination Committee of the
Eleventh Board of Directors and the 49th meeting of the Eleventh
Board of Directors, it was agreed on the 5th Extraordinary General
Meeting of Shareholders in 2022 that Ms. Zhang Lizi, Mr. Xu Junli
and Mr. Yu Yingmin would become members of the Twelfth Board of
Directors of the Company as independent directors of the
Company.
Coming from the power industry, legal compliance, accounting and
audit professional fields respectively, the independent directors
of the Company account for one-third of the members of the Board of
Directors and are capable of providing suggestions for the
Company's decision-making and strategic development. Their work
experience, job performing ability, part-time work and years of
working, etc. have been reviewed in advance by the Board of
Directors, meeting the relevant requirements of laws and
regulations.
II. Attendance at Meetings and Voting
In 2022, the Company held 18 meetings of the Board of Directors
and 20 meetings of professional committees of the Board of
Directors, including 2 meetings of the Strategy Committee, 3
meetings of the Nomination Committee, 6 meetings of the
Remuneration and Assessment Committee and 9 meetings of the Audit
Committee. The independent directors attended all the meetings.
We are the majority in the Audit Committee, the Remuneration and
Assessment Committee and the Nomination Committee, serving as the
chairman of the committee. We also serve on the Strategy Committee,
which fully ensures the reasonable implementation of our
opinions.
Attendance of Independent Directors in 2022
Name Tenure Number of Attendances Attendances Number
of independent the meetings in person by proxy of absence
director of the Board
of Directors
that should
be attended
this year
January 1
to December
Yu Yingmin 31 18 18 0 0
-------------- -------------- ------------ ------------ ------------
January 1
to December
Xu Junli 31 18 18 0 0
-------------- -------------- ------------ ------------ ------------
January 1
Zhang to December
Lizi 31 18 18 0 0
-------------- -------------- ------------ ------------ ------------
III. Expression of Independent Opinions
In 2022, in accordance with the relevant provisions of the Code
of Corporate Governance for Listed Companies and the Articles of
Association, the independent directors of the Company reviewed the
relevant proposals submitted to the Board of Directors in advance
from the perspective of safeguarding the interests of all
shareholders, especially small and medium-sized shareholders, and
expressed prior approval or independent opinions on the following
19 matters: Proposal on Election of Directors of the Company,
Special Statement on 2021 External Guarantee of the Company,
Proposal on 2021 Profit Distribution Plan, 2021 Annual Internal
Control Evaluation Report of the Company, Continuous Risk
Assessment Report on SDIC Finance Co., Ltd., Special Report on
Deposit and Use of Raised Funds in 2021, Proposal on the
Cancellation for Transferring of 60% Equity of Newsky (China) and
Related-party Transactions, Proposal on Formulating the Risk
Disposal Plan for Handling Deposit and Loan Business in SDIC
Finance Co., Ltd., Proposal on Signing a Financial Service
Agreement and Related-party Transaction with SDIC Finance Co.,
Ltd., Risk Assessment Report on SDIC Finance Co., Ltd., Proposal of
SDIC Power Holdings Co., Ltd. on Providing Guarantee for BWFL
Company, Proposal of SDIC Power Holdings Co., Ltd. on Providing
Guarantee for ICOL Company, Proposal on General Election of the
Twelfth Board of Directors, Proposal on Changes of Accounting
Policy, Continuous Risk Assessment Report on SDIC Finance Co.,
Ltd., 2021 Work Report of the Remuneration and Assessment Committee
of the Eleventh Board of Directors of the Company, Proposal of SDIC
Power Holdings Co., Ltd. on Providing Guarantee for NSHE Company,
Proposal on Renewal of Employment of Accounting Firms and Proposal
on 2023 Estimated Daily Related-party Transactions. They believed
that the above proposals conformed to the development strategy of
the Company, reflected the principles of openness, fairness and
impartiality for the needs of equity financing, business
development and policy implementation, did not affect the
independence of the listed company, and served the interests of all
shareholders of the Company.
IV. On-site Investigation of the Company
In compliance with the relevant regulations such as Working
System of Independent Directors of the Company, Annual Report
Working System of Independent Directors of the Company, we attended
the board meetings and Independent Director communication meetings
on time to conduct deep researches on the operation and development
plan of the Company and make preparations for the subsequent
deliberation of the proposals submitted by the Board of
Directors.
During the annual audit, we conducted on-site communication and
exchange with the Company's Planning and Finance Department, Audit
Department and accounting firm for the annual audit on the annual
report audit, internal control system construction, consolidated
statements, accounting treatment and other contents, proposed
reasonable suggestions based on our practical experience, exercised
effectively the rights and obligations of independent directors,
and improved the efficiency and level of annual audit work.
V. Work of Protecting Legal Interests of Shareholders
We will continuously supervise the information disclosed by the
Company. In 2022, in strict accordance with the relevant provisions
of the Rules Governing the Listing of Stocks and the Management
System for Corporate Information Disclosure Affairs, we supervised
the disclosure of major matters from the perspective of investor
protection and urged the Company to make information disclosure
true, accurate and complete.
Normalized supervision of corporate governance was carried out
to urge the Company to constantly improve its governance level. In
terms of system construction, the Company was required to revise
and supplement to the existing systems and build a perfect system
according to the latest laws and regulations and the actual
situation of the Company. In accordance with the above
requirements, the Company organized relevant departments to revise
some provisions of the Internal Audit Management System,
Administrative Measures for Rectification of Problems Found in
Audit, Administrative Measures for Remuneration of
Persons-in-Charge, Confidentiality System for Inside Information,
Management System of Information Disclosure Matters, Administrative
Measures for Internal Reporting of Major Information, Management
System of Shares of the Company Held by Directors, Supervisors and
Senior Executive and Their Changes, Rules of Procedure of the
General Meeting of Shareholders, Rules of Procedure of the Board of
Directors, Working Rules of General Manager, etc., providing an
institutional basis for the Company to improve its governance
level. During the daily operation, we kept close communication with
the Company, strictly fulfilled the approval process for
significant matters and performed our normalized supervision
obligations as independent directors.
The matters relating to the interests of medium and small
shareholders were supervised as a focus. In 2022, we carried out
supervision work in strict accordance with the related regulations
of the China Securities Regulatory Commission and Shanghai Stock
Exchange, and we expressed our independent opinions on external
guarantees, related-party transactions, nomination, appointment and
dismissal of Directors, change in accounting policies, engagement
of accounting firms and other matters that may damage the interests
of the medium and small shareholders as the focus of our
supervision and guidance.
VI. Work Done during the Annual Report Period
According to the Working System for Annual Report of Independent
Directors and other related regulations, we deliberated the 2022
Audit Work Arrangement and other related information of the Company
before the arrival of the audit company for 2022 of the Company;
Upon the issuance of preliminary audit opinions, we communicated
with the external auditors on the site and listened to their
detailed report regarding the audit of the annual report; Before
the annual report was audited by the Audit Committee, we proposed
revision suggestions on the audit report and annual report again.
We also listened to the report of the Company regarding financial
operations, the development of domestic and international
businesses and the progress of other significant matters, which
deepened our understanding of the Company and laid a foundation for
scientific decision-making.
VII. Summary and Outlook
Over the past year, we have attended the meetings of the Board
of Directors and various professional committees on time in
compliance with the laws and regulations, Articles of Association
and other related regulations, and put forward constructive
opinions in the development process of the Company by utilizing our
professional advantages, and the same have been implemented by the
Company. We seriously performed our duties as independent directors
with due diligence, objectivity and fairness, playing an important
supervisory role in standardizing the related-party transactions of
the Company, preventing external guarantee risks, ensuring the
legal operation of the Company and other aspects, and effectively
safeguarding the interests of the whole shareholders and the
Company. Other directors, supervisors and the management also gave
strong support and active cooperation to the independent directors
in performing their duties.
In 2023, we will continue to further improve our ability to
perform duties in the spirit of diligence and impartiality in
accordance with new regulatory requirements, participate in
corporate governance independently and objectively, strive to
safeguard shareholders' rights and interests, and make a
contribution to building SDIC Power into a globally trusted
comprehensive energy investment operator.
The above proposal has been deliberated and approved at the 10th
Meeting of the Twelfth Board of Directors on April 27, 2023, and it
is hereby presented to you for deliberation and approval.
Please deliberate on the above proposal.
Proposal IV
SDIC Power Holdings Co., Ltd.
Report on Final Accounts of the Company for 2022
Dear shareholders and shareholder representatives,
Based on the audit by ShineWing Certified Public Accountants LLP
(Special General Partnership), SDIC Power Holdings Co., Ltd.
(hereinafter referred to as "the Company") achieved a total profit
of RMB 9.433 billion in 2022 and the net profit attributable to the
owners of the parent company of RMB 4.079 billion. As of December
31, 2022, the total assets in the Company's consolidated statements
were RMB 258.254 billion, and the total equity attributable to
owners of the parent company was RMB 54.517 billion, with an
asset-liability ratio of 63.75%.
I. Key Financial Indicators in 2022
Unit: RMB 10,000 Currency: RMB
2022 2021 YoY (%)
Operating revenue 5,048,924.36 4,376,625.45 15.36
-------------- -------------- ------------
Net profits attributed
to shareholders of
listed company 407,937.57 245,581.95 66.11
-------------- -------------- ------------
Net profits attributable
to the shareholders
of the listed company
after deducting non-recurring
gain or loss 395,011.02 218,969.08 80.40
-------------- -------------- ------------
Net cash flow from
operating activities 2,196,350.17 1,463,138.92 50.11
-------------- -------------- ------------
Net assets attributed
to shareholders of
the listed company 5,451,669.34 5,147,492.69 5.91
-------------- -------------- ------------
Total assets 25,825,445.50 24,140,570.82 6.98
-------------- -------------- ------------
Basic earnings per
share (RMB/share) 0.5213 0.3229 61.45
-------------- -------------- ------------
Diluted earnings per
share (RMB/share) 0.5213 0.3229 61.45
-------------- -------------- ------------
Basic earnings per
share net of non-recurring
gain or loss (RMB/share) 0.5040 0.2849 78.60
-------------- -------------- ------------
Weighted average return An increase
on equity (%) 8.25 5.39 of 2.86 %
-------------- -------------- ------------
Weighted average return
on equity (%) net
of non-recurring gain An increase
or loss 7.97 4.75 of 3.22 %
-------------- -------------- ------------
In 2022, the Company achieved operating revenue of RMB 50.489
billion, with a year-on-year increase of 15.36%, mainly due to the
year-on-year growth in on-grid energy and tariff. The total profit
was RMB 9.433 billion, up 43.24% year on year; the net profit
attributable to owners of the parent company was RMB 4.079 billion,
a year-on-year increase of 66.11%; and the earnings per share was
RMB 0.5213, a year-on-year increase of 61.45%.
The specific analysis of the main business revenue and operating
cost is as follows:
In 2022, the main business revenue of the Company reached RMB
50.086 billion, an increase of RMB 4.036 billion over 2021. There
are two main reasons: first, the on-grid energy of hydropower
enterprises increased by 12.39% year-on-year, resulting in an
increase in revenue; second, the rise in tariffs after the
market-oriented reform in 2022 resulted in a year-on-year increase
in revenue.
The main business revenue of thermal power was RMB 20.227
billion, an increase of 6.13% over 2021. This is mainly due to the
rise in settlement tariffs and the struggle for energy supply
guarantee subsidies affected by the reform of the power market this
year.
The main business revenue of hydropower was RMB 23.767 billion,
an increase of 19.89% over 2021. The main reasons were as follows:
first, the tariff rose, which promoted the rise in the tariff from
Sichuan to Jiangsu this year; second, the electric quantity
increased. Lianghekou and Yangfanggou Hydropower Stations were put
into operation throughout the year, and the on-grid energy of the
hydropower sector increased by 12.39% compared with the previous
year, resulting in a year-on-year increase in revenue.
The main business revenue of wind power was RMB 2.354 billion,
an increase of 7.73% over 2021, mainly due to the following
reasons: first, a number of wind power projects of the Company were
connected to the grid and put into operation this year, including
Beiqi Wind Power 400MW Area A and B Projects, Longmen Wind Power
Phase III Project (100MW), Tianjin Ninghe Wind Power Phase II
Project (9MW) and Hangjinqi Wind Power (150MW); second, the Hainan
High Emission Project (48MW) acquired by the Company in 2021 was
put into operation throughout the year, with a year-on-year
increase of 2.35% in power generation this year; third, the
settlement price of wind power increased by 5.03% year on year.
The main business revenue of solar power generation was RMB
1.264 billion, down by RMB 21 million from 2021. The main reason is
the increase in proportion of market-oriented power transaction
this year. Although the newly installed capacity of Guazhou Solar
Power Project (50MW) and Pingtang Leyang Solar Power Project (52MW)
this year further improved the solar power generation capacity, it
has no impact on the increase of electric quantity due to the late
operation time and the grid connection time close to the end of the
year.
The main business revenue of waste-to-energy generation was RMB
132 million, down RMB 3 million from 2021, mainly due to the
decline in power generation affected by maintenance operations,
resulting in a year-on-year decrease in revenue.
Other main business revenue was RMB 2.339 billion, an increase
of RMB 1.542 billion over 2021. The main reasons were as follows:
first, the heat supply business revenue increased this year;
second, the confirmed construction period income of the Batang Toru
Hydropower Project in Indonesia increased.
In 2022, the main operating costs of the Company totaled RMB
34.125 billion, an increase of RMB 3.358 billion or 10.92% over
2021. Specifically:
The main operating cost of thermal power was RMB 20.628 billion,
an increase of RMB 196 million or 0.96% over 2021. This is mainly
due to the continued sharp rise in the prices of coal and imported
coal in the domestic market in 2022 and a 17% increase in the unit
price of standard coal of the Company.
The main operating cost of hydropower was RMB 9.134 billion, an
increase of RMB 1.509 billion or 19.79% over 2021, mainly due to
the year-on-year increase in depreciation expenses and reservoir
fund costs after Yangfanggou and Lianghekou Hydropower Stations on
Yalong River were put into operation.
The main operating cost of wind power was RMB 995 million, an
increase of RMB 90 million or 9.91% over 2021, mainly due to the
increase in depreciation costs caused by the increase in installed
capacity of wind power this year.
The main operating cost of solar power generation was RMB 571
million, an increase of RMB 14 million or 2.60% over 2021, mainly
due to the increase in main operating costs caused by new projects
this year.
The main operating cost of waste-to-energy generation was RMB 76
million, basically the same as that of the previous year.
Other main operating costs were RMB 2.722 billion, an increase
of RMB 1.548 billion over the previous year. On the one hand, it
was affected by the rise in heating business volume and coal cost;
on the other hand, the construction of the Batang Toru Hydropower
Project in Indonesia was promoted, and the construction cost rose
year-on-year.
II. Profit Realization of the Company's Important Holding
Companies in 2022
Unit: RMB 10,000 Currency: RMB
No. Company name Shareholding ratio (%) 2022 net profit
1 Yalong Hydro 52.00 736,051.74
------------------- ----------------------- ----------------
2 SDIC Dachaoshan 50.00 66,025.52
------------------- ----------------------- ----------------
3 Genting Meizhouwan 51.00 -21,834.22
------------------- ----------------------- ----------------
4 SDIC New Energy 64.89 61,097.67
------------------- ----------------------- ----------------
5 SDIC Beijiang 64.00 -128,363.18
------------------- ----------------------- ----------------
6 SDIC Qinzhou 61.00 -17,421.15
------------------- ----------------------- ----------------
7 SDIC Xiaosanxia 60.45 38,302.56
------------------- ----------------------- ----------------
8 Huaxia Power 56.00 -7,196.86
------------------- ----------------------- ----------------
9 SDIC Panjiang 55.00 8,894.29
------------------- ----------------------- ----------------
As for the large fluctuations in the operating performance of
major investment companies, the analysis is as follows:
Unit: RMB 10,000 Currency: RMB
No. Company Net profit Increase Year-on-year Explanation of
name or decrease increase/decrease main reasons for
amount increase or decrease
2022 2021
------------ ------------
First, the hydropower
stations put into
operation in the
previous year were
effective throughout
the year, and the
power generation
increased year
on year;
Secondly, the increase
in settlement tariffs
as a result of
benefiting from
the electricity
market reforms
this year has led
Yalong to an increase
1 Hydro 736,051.74 636,014.35 100,037.39 15.73% in profits.
---------------- ------------ ------------ ------------- ------------------- ---------------------------
Affected by the
power market reform
this year, the
rise in tariffs
led to a year-on-year
increase in net
2 SDIC Beijiang -128,363.18 -165,452.41 37,089.23 22.42% profit.
---------------- ------------ ------------ ------------- ------------------- ---------------------------
Affected by the
reform of the electricity
market and the
rise of tariffs
in the inter-provincial
market, the net
profit increased
SDIC Genting significantly year
3 Meizhouwan -21,834.22 -51,699.07 29,864.85 57.77% on year.
---------------- ------------ ------------ ------------- ------------------- ---------------------------
First, the projects
put into operation
last year came
into full play
throughout the
year, and new projects
were put into operation
successively this
year, thus enhancing
profitability;
Second, Guangxi,
the main place
of business, has
good natural resources
this year, and
the increase in
electricity consumption
leads to an increase
in profitability;
Third, large renewable
energy subsidies
were recovered
this year, so the
SDIC New credit impairment
Energy loss of RMB 140
4 Investment 61,097.67 49,243.26 11,854.41 24.07% million was reversed.
---------------- ------------ ------------ ------------- ------------------- ---------------------------
First, the power
generation of onshore
wind power projects
affected by natural
resources increased
significantly this
year, resulting
in year-on-year
profits;
Second, the higher
tariff led to an
increase in net
profit affected
by the situation
Red Rock in Russia and Ukraine
5 Investment 6,834.29 4,135.32 2,698.96 65.27% this year.
---------------- ------------ ------------ ------------- ------------------- ---------------------------
The net profit
increased due to
the year-on-year
increase in heat
sales as a result
of the increase
in demand for the
heating business
6 SDIC Qinzhou -17,421.15 -20,266.08 2,844.93 14.04% this year.
---------------- ------------ ------------ ------------- ------------------- ---------------------------
Affected by the
power market reform
this year, the
rise in tariffs
led to a year-on-year
Huaxia increase in net
7 Power -7,196.86 -13,854.25 6,657.39 48.05% profit.
---------------- ------------ ------------ ------------- ------------------- ---------------------------
Affected by the
increase in water
inflow from the
basin, the power
generation in this
period increased,
and the profit
this year increased
8 SDIC Dachaoshan 66,025.52 59,184.81 6,840.71 11.56% year on year.
---------------- ------------ ------------ ------------- ------------------- ---------------------------
III. External Investment of the Company
In 2022, the headquarters of the Company completed an external
capital investment of RMB 2.806 billion. The details are as
follows:
Unit: RMB 10,000 Currency: RMB
No. Name of the invested company Investment amount in 2022
1 SDIC New Energy Investment Co., Ltd. 57,625.89
----------------------------------------------------------- --------------------------
2 Yalong River Hydropower Development Co., Ltd. 78,000.00
----------------------------------------------------------- --------------------------
3 Tianjin SDIC Jinneng Electric Power Co., Ltd. 65.43
----------------------------------------------------------- --------------------------
4 Pingtang Leyang New Energy Co., Ltd. 13,000.00
----------------------------------------------------------- --------------------------
5 Hainan Dongfang Gaopai Wind Power Generation Co., Ltd. 11,160.00
----------------------------------------------------------- --------------------------
6 SDIC Jiuquan New Energy Co., Ltd. 500.00
----------------------------------------------------------- --------------------------
7 SDIC Qinzhou Second Power Co., Ltd. 31,500.00
----------------------------------------------------------- --------------------------
8 SDIC Jineng (Zhoushan) Gas Power Co., Ltd. 12,240.00
----------------------------------------------------------- --------------------------
9 Yunxian Qianrun New Energy Co., Ltd. 16,910.00
----------------------------------------------------------- --------------------------
10 Liaoning Dalian Pumped-Storage Co., Ltd. 773.00
----------------------------------------------------------- --------------------------
11 SDIC Tibet New Energy Co., Ltd. 500.00
----------------------------------------------------------- --------------------------
12 Ceheng Huifeng New Energy Co., Ltd. 10,000.00
----------------------------------------------------------- --------------------------
13 Tianjin Baodi Huifeng New Energy Co., Ltd. 510.00
----------------------------------------------------------- --------------------------
14 Yunjiang County Qianrun New Energy Co., Ltd. 6,000.00
----------------------------------------------------------- --------------------------
15 SDIC Guizhou New Energy Co., Ltd. 1,500.00
----------------------------------------------------------- --------------------------
16 SDIC Shanxi Hejin Pumped-Storage Co., Ltd. 5,000.00
----------------------------------------------------------- --------------------------
17 SDIC Xinjiang New Energy Co., Ltd. 2,000.00
----------------------------------------------------------- --------------------------
18 SDIC (Guangdong) Offshore Wind Power Development Co., Ltd. 1,020.00
----------------------------------------------------------- --------------------------
19 SDIC (Hunan Anren) Pumped Storage Co., Ltd. 6,500.00
----------------------------------------------------------- --------------------------
20 SDIC Jilin Dunhua Pumped-Storage Co., Ltd. 4,980.00
----------------------------------------------------------- --------------------------
21 SDIC Guangxi New Energy Co., Ltd. 3,000.00
----------------------------------------------------------- --------------------------
22 Aksai Kazak Autonomous County Huidong New Energy Co., Ltd. 15,000.00
----------------------------------------------------------- --------------------------
23 SDIC Hebei New Energy Co., Ltd. 2,000.00
----------------------------------------------------------- --------------------------
24 SDIC Yunnan New Energy Co., Ltd. 800.00
----------------------------------------------------------- --------------------------
Total 280,584.32
----------------------------------------------------------- --------------------------
IV. Assets Impairment
In 2022, the total provision for impairment within the
consolidation scope of the Company was RMB 62,821,000, including
asset impairment loss of RMB 184,171,200 and credit impairment loss
of RMB -121,350,200.
The main provision for impairment is as follows:
Unit: RMB 10,000 Currency: RMB
Impairment item Amount
Asset impairment loss - impairment of coal
deposit in thermal power enterprises 16,050.98
-----------
Credit impairment loss - impact on the recovery
of accounts receivable with provision for
bad debts by individual item -14,334.59
-----------
V. Guarantee
Unit: RMB 10,000 Currency: RMB
No. Guarantor Guaranteed party Guarantee Actual New guaranteed
method guaranteed amount
amount this year
SDIC Power
Holdings Co., Inch Cape Offshore
1 Ltd. Limited Credit 28,131.35 26,032.82
---------------- ----------------------- ----------- ------------ ---------------
SDIC Power
Holdings Co., Benbrack Wind
2 Ltd. Farm Limited Credit 35,629.92 35,629.92
---------------- ----------------------- ----------- ------------ ---------------
Red Rock Power Afton Wind Farm
3 Limited Limited Pledged 48,264.95
---------------- ----------------------- ----------- ------------ ---------------
Newsky (China) Newsky (Bangkok) Joint and
Environment Environment several
& Technology & Technology liability
4 Co., Ltd. Co., Ltd. guarantee 5,800.65
---------------- ----------------------- ----------- ------------ ---------------
Newsky (China) Joint and
Environment C&G Environmental several
& Technology Protection (Thailand) liability
5 Co., Ltd. Co., Ltd. guarantee 7,837.13
---------------- ----------------------- ----------- ------------ ---------------
- Total guarantee 125,664.00 61,662.74
---------------- ----------------------- ----------- ------------ ---------------
VI. Cash Flow
Unit: RMB 10,000 Currency: RMB
Item 2022 2021 Year-on-year Reasons for increases or
increase/decrease (%) decreases
I. Cash flows from operating activities
1. Cash inflows from 5,673,017.75 4,711,581.75 20.41 Resulting from revenue
operating activities growth during the year
-------------- ------------- ---------------------------- ---------------------------
2. Cash outflow from
operating activities 3,476,667.59 3,248,442.83 7.03
-------------- ------------- ---------------------------- ---------------------------
3. Net cash flow from
operating activities 2,196,350.17 1,463,138.92 50.11
-------------- ------------- ---------------------------- ---------------------------
II. Cash flows from investing activities
1. Cash inflows from 74,476.67 205,484.52 -63.76 Mainly the decrease in
investing activities cash received from the
return on investment in
the current year
-------------- ------------- ---------------------------- ---------------------------
2. Cash outflow from 1,643,358.72 1,114,319.40 47.48 Increase in cash paid for
investing activities the construction of fixed
assets, intangible assets
and other long-term
assets resulting from new
projects under
construction and the
establishment of new
subsidiaries
to start operation in the
current year
-------------- ------------- ---------------------------- ---------------------------
3. Net cash flow from
investing activities -1,568,882.06 -908,834.88 -72.63
-------------- ------------- ---------------------------- ---------------------------
III. Cash flows from financing activities
1. Cash inflows from 5,137,520.50 5,380,553.87 -4.52 The amount in the same
financing activities period of last year was
relatively high resulting
from the receipt
of the private placement
and the issuance of
renewable bonds
-------------- ------------- ---------------------------- ---------------------------
2. Cash outflow from 5,494,942.06 6,020,648.47 -8.73 Higher amount in the same
financing activities period resulting from the
repayment of large
headquarters loans
and perpetual bonds in the
same period of last year
-------------- ------------- ---------------------------- ---------------------------
3. Net cash flow from
financing activities -357,421.56 -640,094.60 44.16
-------------- ------------- ---------------------------- ---------------------------
. Net increase in cash and cash equivalents
Net increase in cash and
cash equivalents 272,644.01 -89,322.48 405.24
-------------- ------------- ---------------------------- ---------------------------
The above proposal has been deliberated and approved at the 10th
Meeting of the Twelfth Board of Directors on April 27, 2023, and it
is hereby presented to you for deliberation and approval.
Please deliberate on the above proposal.
Proposal V
SDIC Power Holdings Co., Ltd.
Proposal on 2023 Operation Plan
Dear shareholders and shareholder representatives,
The year 2023 marks the first year to fully implement the spirit
of the 20th CPC National Congress, and also a key year for
promoting the "14th Five-Year Plan". Under the complex and
changeable external environment and the general development tone of
"prioritizing stability while pursuing progress", SDIC Power
Holdings Co., Ltd. (hereinafter referred to as SDIC Power or the
Company) is facing both opportunities and challenges.
In terms of power supply and demand, China's economic operation
is expected to rebound overall in 2023, driving the growth rate of
electricity consumption demand higher than that in 2022. According
to the forecast of the China Electricity Council, the electricity
consumption of the whole society is expected to increase by about
6% year on year. Driven by the rapid development of new energy, it
is estimated that the installed capacity of power generation in
China will increase by about 250 million kW throughout the year.
The installed capacity of solar power and wind power will exceed
that of hydropower for the first time in 2023. It is estimated that
the overall power supply and demand balance of China will be tight
in 2023.
In terms of the power market, the power market reform continues
to advance in-depth: Inter-provincial and intra-provincial market
operation, a medium and long-term joint operation of spot and
ancillary service markets. Thermal power units can consume
electricity by participating in inter-provincial and inter-regional
transactions to give full play to the spatial value of electric
energy or realize the value of system regulation capacity by
providing auxiliary services such as frequency modulation. More
electricity will be traded in the market for new energy projects.
Combined with the vigorous promotion of national green power
trading and green certificate trading, new energy power stations
are expected to increase environmental value benefits.
In terms of the coal market, coal supply is gradually recovering
to a high level with the continuous release of new production
capacity and the successful resumption of coal mine work, and the
long-term agreement supply of coal mines in producing areas is
relatively sufficient. The prices of imported coal and domestic
coal are expected to fall.
In the face of complex internal and external environments, the
Company will conduct careful analysis, study and judgment, innovate
development models, continuously improve value creation
capabilities, build a solid bottom line for risk prevention and
control, constantly promote high-quality development, and
continuously create better returns on investment for
shareholders.
The main business plans for 2023 are as follows:
I. Power Generation Plan
In 2023, it is estimated that SDIC Power will complete 167.1
billion kWh of power generation within the scope of consolidation.
Among them, the power generation capacity of the major enterprises
of the Company is listed below:
Unit: 100 million kWh
Investment enterprise Planned power generation in 2023 Actual power generation in 2022 Year-on-year
Tianjin SDIC Jinneng Electric
Power Co., Ltd. 174.00 154.9 12%
--------------------------------- -------------------------------- -------------
SDIC Qinzhou Electric Power Co.,
Ltd. 135.34 141.2 -4%
--------------------------------- -------------------------------- -------------
SDIC Genting Meizhouwan Electric
Power Co., Ltd. 129.60 118.7 9%
--------------------------------- -------------------------------- -------------
Xiamen Huaxia International Power
Development Co., Ltd. 54.03 61 -11%
--------------------------------- -------------------------------- -------------
SDIC Panjiang Power Co., Ltd. 29.94 29 3%
--------------------------------- -------------------------------- -------------
SDIC Qinzhou Second Power Co.,
Ltd. 1.11
--------------------------------- -------------------------------- -------------
Yalong River Hydropower
Development Co., Ltd. 954.43 892.7 7%
--------------------------------- -------------------------------- -------------
SDIC Yunnan Dachaoshan Hydropower
Co., Ltd. 70.79 68.4 3%
--------------------------------- -------------------------------- -------------
SDIC Gansu Xiaosanxia Power Co.,
Ltd. 36.50 38.3 -5%
--------------------------------- -------------------------------- -------------
SDIC New Energy Investment Co.,
Ltd. 46.78 41 14%
--------------------------------- -------------------------------- -------------
SDIC New Energy (Honghe) Co.,
Ltd. 4.36 4.1 5%
--------------------------------- -------------------------------- -------------
Toksun Trina Solar Co., Ltd. 2.21 2.1 7%
--------------------------------- -------------------------------- -------------
Huzhou Xianghui Photovoltaic
Power Generation Co., Ltd. 1.11 1.1 -2%
--------------------------------- -------------------------------- -------------
Xiangshui Hengneng Solar Power
Generation Co., Ltd. 1.37 1.3 -2%
--------------------------------- -------------------------------- -------------
Xiangshui Yongneng Solar Power
Generation Co., Ltd. 0.86 0.3 -1%
--------------------------------- -------------------------------- -------------
Dingbian Angli Photovoltaic
Technology Co., Ltd. 1.30 1.3 8%
--------------------------------- -------------------------------- -------------
Jingbian Zhiguang New Energy
Development Co., Ltd. 0.26 0.9 0%
--------------------------------- -------------------------------- -------------
Guyuan County Guanghui New Energy
Power Generation Co., Ltd. 0.28 0.3 2%
--------------------------------- -------------------------------- -------------
Zhangjiakou Jingke New Energy
Co., Ltd. 0.22 0.2 3%
--------------------------------- -------------------------------- -------------
Shenyang Jinbu Photovoltaic Power
Co., Ltd. 1.55 0.5 197%
--------------------------------- -------------------------------- -------------
Hengfeng Jinko Power Co., Ltd. 0.59 0.6 -3%
--------------------------------- -------------------------------- -------------
Hainan Dongfang Gaopai Wind Power
Generation Co., Ltd. 0.94 0.8 19%
--------------------------------- -------------------------------- -------------
Changzhou Tiansui New Energy Co.,
Ltd. 0.51 0.5 -3%
--------------------------------- -------------------------------- -------------
Jiangsu Tiansai New Energy
Development Co., Ltd. 1.65 1.7 -2%
--------------------------------- -------------------------------- -------------
SDIC Jiuquan New Energy Co., Ltd. 8.10 3 174%
--------------------------------- -------------------------------- -------------
SDIC Inner Mongolia New Energy
Co., Ltd. 4.37 0 -
--------------------------------- -------------------------------- -------------
Pingtang Leyang New Energy Co.,
Ltd. 1.36 0 -
--------------------------------- -------------------------------- -------------
Yunxian Qianrun New Energy Co., 1.65 - -
Ltd.
--------------------------------- -------------------------------- -------------
SDIC Xinjiang New Energy Co., 3.89 - -
Ltd.
--------------------------------- -------------------------------- -------------
SDIC Huanneng Electric Power Co.,
Ltd. 2.33 1.9 20%
--------------------------------- -------------------------------- -------------
Total 1,671.4 1,565.8 7%
--------------------------------- -------------------------------- -------------
II. Headquarters' Cost Plan
In 2023, the planned annual expenditure of SDIC Power
Headquarters is RMB 389.32 million, including taxes and surcharges
of RMB 1.41 million, administration expenses of RMB 284.61 million
and financial expenses of RMB 103.30 million.
III. Annual Investment Expenditure Plan
SDIC Power plans to invest RMB 7.63 billion in the development
of hydropower and new energy projects in 2023.
IV. Annual Financing Plan
In 2023, SDIC Power Headquarters plans to raise a total of RMB
10.5 billion in annual domestic financing, which is planned to be
met by public issuance of corporate bonds, medium-term notes and
renewable corporate bonds, or through loans from financial
institutions such as SDIC Finance Co., Ltd. and banks, State
Development Investment Corp., Ltd and etc.
SDIC Power and its overseas wholly-owned subsidiaries plan to
raise a total amount of RMB 6.2 billion in foreign currencies
equivalent, which is planned to be solved through loans from
Rongshi International Holding Co., Ltd., its subsidiaries and
financial institutions.
In order to ensure the smooth business development of the
Company, the SDIC Power Headquarters intends to apply for a total
credit line of no more than RMB 35 billion from financial
institutions, including but not limited to loans, letters of
guarantee, letters of credit and other comprehensive credit
business.
The above proposal has been deliberated and approved at the 10th
Meeting of the Twelfth Board of Directors on April 27, 2023, and it
is hereby presented to you for deliberation and approval.
Please deliberate on the above proposal.
Proposal VI
SDIC Power Holdings Co., Ltd.
Proposal on 2022 Profit Distribution Plan
Dear shareholders and shareholder representatives,
SDIC Power Holdings Co., Ltd. (hereinafter referred to as the
Company) was audited by ShineWing Certified Public Accountants LLP
(Special General Partnership). According to the audit, the net
profit attributable to the owner of the parent company in the 2021
annual consolidated statement of the Company is RMB
4,079,375,650.03, and the net profit achieved in the statement of
the parent company is RMB 2,700,515,181.88. According to the
provisions set out in the Articles of Association and Shareholder
Return Plan for the Next Three Years (2021-2023), the 2022 annual
profit distribution plan is proposed as follows:
I. Distributable Profits
In accordance with Accounting Standards for Business Enterprises
- Merger and the distributable profits of the parent company, the
distributable profits of the Company in 2022 are as follows:
Unit: RMB Currency: RMB
Merged Parent company
Undistributed profits at end
of 2022 26,820,304,459.95 16,638,112,594.55
------------------ ------------------
Including: net profit attributable
to the parent company in 2022 4,079,375,650.03 2,700,515,181.88
------------------ ------------------
Distributable opening profits
carried forward 24,423,000,533.23 15,619,669,135.98
------------------ ------------------
2021 dividends distributed 1,218,758,396.86 1,218,758,396.86
------------------ ------------------
Appropriation to surplus reserves 270,051,518.19 270,051,518.19
------------------ ------------------
Miscellaneous 193,261,808.26 193,261,808.26
------------------ ------------------
According to the relevant laws and regulations and the Articles
of Association of the Company and considering the interests of
shareholders and the business development needs of the Company, the
Board of Directors hereby submit the 2022 Profit Distribution Plan
as follows:
1. The legal accumulation fund should be accrued as 10% of the
net profit of the parent company;
2. Cash dividends will be distributed as RMB 0.275 per share
(tax-inclusive), accounting for more than 50% of the net profit
attributable to the parent company in the consolidated statement of
the Company in 2022.
II. 2022 Dividend Distribution Plan
Based on the total share capital of 7,454,179,797 shares at the
end of 2022, a cash dividend (tax-inclusive) of RMB 0.275 per share
was distributed, and a total cash dividend of about RMB
2,049,899,444.18 was distributed, accounting for 50.25% of the net
profit attributable to owners of the parent company in 2022.
Dividend Distribution Plan of the Company in Recent Three
Years
Unit: RMB Currency: RMB
Year of Number Number Number Amount of cash Net profits Proportion
dividend of dividend of distributed of shares dividends attributed to in net profits
distribution shares dividends increases (including shareholders attributed
per 10 per 10 by transferring tax) of listed to shareholders
shares shares per 10 company of listed
(share) (RMB) shares in the Annual company in
(taxes (share) Consolidated the consolidated
included) Statement of statement
Dividend (%)
2022 - 2.7500 - 2,049,899,444.18 4,079,375,650.03 50.25
------------ --------------- ---------------- ---------------- ---------------- -----------------
2021 - 1.6350 - 1,218,758,396.81 2,436,891,836.54 50.01
------------ --------------- ---------------- ---------------- ---------------- -----------------
2020 - 2.8000 - 1,950,444,537.16 5,515,627,276.16 35.36
------------ --------------- ---------------- ---------------- ---------------- -----------------
The cumulative cash dividend amount in the last three years
accounts for about 130% of the average annual net profit of the
Company's merger in the last three years.
III. Opinions of Independent Directors
The independent directors believe that there is a certain
capital demand at the current development stage of the Company, and
the above annual profit distribution plan is formulated in
accordance with the Articles of Association and relevant
regulations, fully considering the interests of all shareholders
and the development needs of the Company. The independent directors
unanimously agree to submit the plan to the Board of Directors for
deliberation.
The above proposal has been deliberated and approved at the 10th
Meeting of the Twelfth Board of Directors on April 27, 2023, and it
is hereby presented to you for deliberation and approval.
Please deliberate on the above proposal.
Proposal VII
SDIC Power Holdings Co., Ltd.
The Proposal on the Subsidiary's Registration and Release of
Medium-Term Notes and Corporate Bonds
Dear shareholders and shareholder representatives:
To optimize the debt structure and satisfy the needs of business
development, Yalong River Hydropower Development Co., Ltd.
(hereinafter referred to as Yalong River Hydropower), a holding
subsidiary of the Company, proposes to register and release
medium-term notes and corporate bonds, more specifically not more
than RMB 5 billion (inclusive) medium-term notes and not more than
RMB 4 billion (inclusive) corporate bonds. With regards to the
specific amount to be released, the amount defined in the license
consenting to the registration that Yalong River Hydropower has
received will control.
To ensure the lawful and efficient registration and release of
debt financing instruments, this proposal is submitted to the
shareholders' assembly in pursuance of national laws, regulations,
and the relevant provisions of the Articles of Association of the
Company, requesting your consent to the sole responsibility of
Yalong River Hydropower for matters in connection with the
registration and release.
The resolution reached for this proposal will be valid for 24
months from the date it is reviewed and adopted by the
shareholders' assembly. Yalong River Hydropower can proceed with
the said release within the validity period acknowledged in such
approval, license, registration, filing, or registration if it
gains the approval, license, registration, filing, or registration
from the regulatory authorities within the said validity period of
the resolution.
The above proposal has been deliberated and approved at the 11th
meeting of the Twelfth Board of Directors of the Company on June 6,
2023, and it is hereby presented to you for deliberation and
approval.
Please deliberate on the above proposal.
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