RNS Number:8019V
Zhejiang Southeast Elec Power Co Ld
13 May 2002
ZHEJIANG SOUTHEAST ELECTRIC POWER COMPANY LIMITED
ANNOUNCEMENT ON RESOLUTIONS OF THE 2001 SHAREHOLDERS' GENERAL MEETING
The Company and all the members of the Board of Directors of the Company assure
the authenticity, accuracy and completeness of this announcement, and jointly
and severally accept full responsibility for any false representations,
misleading statements or material omissions contained herein.
I. The convening and the quorum of the meeting
The shareholders' general meeting ("the Meeting") of Zhejiang Southeast Electric
Power Company Limited ("the Company") for 2001 was held on 10th May 2002 at the
Wanghu Hotel in Hangzhou, the People's Republic of China. 10 shareholders or
their authorized proxies were present at the Meeting (including 5 domestic
shareholders and authorized proxies and 5 shareholders of B shares and
authorized proxies), representing 1,321,140,000 shares of the Company which
accounted for 65.73% of the shares with voting right of the Company (including
1,320,000,000 domestic shares held by domestic shareholders which accounted for
100% of the aggregate issued domestic shares of the Company, and 1,140,000
shares held by shareholders of B shares which accounted for 0.17% of the total
number of the B shares of the Company. Mr. Hu Jiangchao, chairman of the Company
presided over the Meeting.
II. Resolutions and results of the voting
The following resolutions were passed at the Meeting:
1. The report of the Board of Directors of the Company
for 2001 was approved by 1,321,140,000 shares representing 100%
of the shareholders present with voting power at the Meeting (of
which 1,320,000,000 shares are domestic shares accounting for
100% of the voting rights of the shareholders of domestic shares
present at the Meeting and 1,140,000 shares are B shares
accounting for 100% of the voting rights of the shareholders of
B shares present at the Meeting). There are no dissenting votes
and abstentions.
2. The report of the Supervisory Committee of the
Company for 2001 was approved by 1,321,140,000 shares
representing 100% of the shareholders present with voting power
at the Meeting (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the voting rights of the
shareholders of domestic shares present at the Meeting and
1,140,000 shares are B shares accounting for 100% of the voting
rights of the shareholders of B shares present at the Meeting).
There are no dissenting votes and abstentions.
3. The financial report of the Company for 2001 was
approved by 1,321,060,000 shares representing 99.99% of the
shareholders present with voting power at the Meeting (of which
1,320,000,000 shares are domestic shares accounting for 100% of
the voting rights of the shareholders of domestic shares present
at the Meeting and 1,060,000 shares are B shares accounting for
92.98% of the voting rights of the shareholders of B shares
present at the Meeting). There are no dissenting votes and
80,000 abstentions.
4. The proposal for distribution of profits of the
Company for 2001 was approved by 1,321,060,000 shares
representing 99.99% of the shareholders present with voting
power at the Meeting (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the voting rights of the
shareholders of domestic shares present at the Meeting and
1,060,000 shares are B shares accounting for 92.98% of the
voting rights of the shareholders of B shares present at the
Meeting). There are 80,000 dissenting votes and no abstentions.
The consolidated profit after tax of the Company for
2001 was RMB 734,057,844.37 (RMB 734,057,844.37 according to
international accounting standards). The net profit of the
Company amounted to RMB 734,098,469.37 (RMB 734,098,469.37
according to international accounting standards). After having
allocated the statutory common reserve fund and the statutory
public welfare fund on a 10% basis of the net profit of the
Company totaling RMB 146,819,693.88 together with the
undistributed profit at the beginning of the year totaling RMB
748,568,674.38 (RMB 750,164,388.76 according to international
accounting standards), and according to the principle of
"whichever is lower", the actual consolidated profit
distributable to shareholders amounts to RMB 1,335,806,824.87
(RMB 1,337,402,539.25 according to international accounting
standards) whereas the Company's actual profit distributable to
shareholders amounts to RMB 1,335,847,449.87 (RMB
1,337,443,164.25 according to international accounting
standards). Taking the 2.01 billion shares at the end of the
year as the base number, the distributable cash dividend per
share will be RMB 0.25 (tax included), totaling RMB
502,500,000.00.
Details of the distribution of profits shall be
announced later.
5. The proposed budget of the Company for 2002 was
approved by 1,321,060,000 shares representing 99.99% of the
shareholders present with voting power at the Meeting (of which
1,320,000,000 shares are domestic shares accounting for 100% of
the voting rights of the shareholders of domestic shares present
at the Meeting and 1,060,000 shares are B shares accounting for
92.98% of the voting rights of the shareholders of B shares
present at the Meeting). There are no dissenting votes and
80,000 abstentions.
6. The proposal on establishing the independent
director system was approved by 1,321,140,000 shares
representing 100% of the shareholders present with voting power
at the Meeting (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the voting rights of the
shareholders of domestic shares present at the Meeting and
1,140,000 shares are B shares accounting for 100% of the voting
rights of the shareholders of B shares present at the Meeting).
There are no dissenting votes and abstentions.
7. The proposal on establishing the special committees
of the Board of Directors was approved by 1,321,140,000 shares
representing 100% of the shareholders present with voting power
at the Meeting (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the voting rights of the
shareholders of domestic shares present at the Meeting and
1,140,000 shares are B shares accounting for 100% of the voting
rights of the shareholders of B shares present at the Meeting).
There are no dissenting votes and abstentions.
8. It is agreed that Mr. Zhao Yuanjie and Mr. Zhang Dan
will cease to be directors of the Company, and Mr. Zhang Huaiyu
and Mr. Zhu Li are elected as directors of the Company. It is
agreed that Mr. Huang Peigen and Mr. Kong Fanxiang will cease to
be supervisors of the Company and Mr. Jiang Huadong and Mr. Yang
Zhixiong are elected as supervisors of the Company. It is agreed
that Mr. Huan Guochang, Mr. Gu Gongyun and Mr. Huang Dongliang
are elected as independent directors of the Company.
The accumulative voting system was adopted for the
election of directors (including independent directors) of the
Company during the Meeting.
(1) It is agreed that Mr. Zhang Huaiyu is
elected as the director of the Company by 1,321,140,000
shares representing 100% of the accumulative voting
rights of the shareholders present with voting power at
the Meeting (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the voting rights of the
shareholders of domestic shares present at the Meeting
and 1,140,000 shares are B shares accounting for 100% of
the voting rights of the shareholders of B shares
present at the Meeting).
(2) It is agreed that Mr. Zhu Li is
elected as the director of the Company by 1,321,140,000
shares representing 100% of the accumulative voting
rights of the shareholders present with voting power at
the Meeting (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the voting rights of the
shareholders of domestic shares present at the Meeting
and 1,140,000 shares are B shares accounting for 100% of
the voting rights of the shareholders of B shares
present at the Meeting).
(3) It is agreed that Mr. Jiang Huadong is
elected as the supervisor of the Company by
1,321,140,000 shares representing 100% of the
accumulative voting rights of the shareholders present
with voting power at the Meeting (of which 1,320,000,000
shares are domestic shares accounting for 100% of the
voting rights of the shareholders of domestic shares
present at the Meeting and 1,140,000 shares are B shares
accounting for 100% of the voting rights of the
shareholders of B shares present at the Meeting). There
are no dissenting votes and abstentions.
(4) It is agreed that Mr. Yang Zhixiong is
elected as the supervisor of the Company by
1,321,140,000 shares representing 100% of the
accumulative voting rights of the shareholders present
with voting power at the Meeting (of which 1,320,000,000
shares are domestic shares accounting for 100% of the
voting rights of the shareholders of domestic shares
present at the Meeting and 1,140,000 shares are B shares
accounting for 100% of the voting rights of the
shareholders of B shares present at the Meeting). There
are no dissenting votes and abstentions.
(5) It is agreed that Mr. Huan Guochang is
elected as the independent director of the Company by
1,321,140,000 shares representing 100% of the
accumulative voting rights of the shareholders present
with voting power at the Meeting (of which 1,320,000,000
shares are domestic shares accounting for 100% of the
voting rights of the shareholders of domestic shares
present at the Meeting and 1,140,000 shares are B shares
accounting for 100% of the voting rights of the
shareholders of B shares present at the Meeting).
(6) It is agreed that Mr. Gu Gongyun is
elected as the independent director of the Company by
1,321,140,000 shares representing 100% of the
accumulative voting rights of the shareholders present
with voting power at the Meeting (of which 1,320,000,000
shares are domestic shares accounting for 100% of the
voting rights of the shareholders of domestic shares
present at the Meeting and 1,140,000 shares are B shares
accounting for 100% of the voting rights of the
shareholders of B shares present at the Meeting).
(7) It is agreed that Mr. Huang Dongliang
is elected as the independent director of the Company by
1,321,140,000 shares representing 100% of the
accumulative voting rights of shareholders present with
voting power at the Meeting (of which 1,320,000,000
shares are domestic shares accounting for 100% of the
voting rights of the shareholders of domestic shares
present at the Meeting and 1,140,000 shares are B shares
accounting for 100% of the voting rights of the
shareholders of B shares present at the Meeting).
9. The proposed renewed appointment of Accountants was
approved by 1,321,140,000 shares representing 100% of the voting
rights of the shareholders present with voting power at the
Meeting (of which 1,320,000,000 shares are domestic shares
accounting for 100% of the voting rights of the shareholders of
domestic shares present at the Meeting and 1,140,000 shares are
B shares accounting for 100% of the voting rights of the
shareholders of B shares present at the Meeting). There are no
dissenting votes and abstentions.
10. The proposed amendments to the Articles of
Association of the Company were approved by 1,321,140,000 shares
representing 100% of the voting rights of the shareholders
present with voting power at the Meeting (of which 1,320,000,000
shares are domestic shares accounting for 100% of the voting
rights of the shareholders of domestic shares present at the
Meeting and 1,140,000 shares are B shares accounting for 100% of
the voting rights of the shareholders of B shares present at the
Meeting). There are no dissenting votes and abstentions.
III. Notarization and witness of lawyer
1. The Meeting has been certified by the notary public
officers, Mr. Chen Mingzun and Mrs. Hong Hu of Zhejiang
Provincial Notary Public Office.
2. Mr. Wang Yunjie, lawyer of Beijing Zhong Xin Law
Firm has issued an legal opinion regarding the Meeting. Zhong
Xin Law Firm is of the opinion that the convening and the
procedure of the Meeting comply with the requirements of the
Company Law of the People's Republic of China, the Articles of
Association of the Company and other regulatory documents. The
qualifications of the officers attending the Meeting are legal
and valid. The voting procedures of the Meeting comply with the
requirements of the Company Law of the People's Republic of
China, the Articles of Association of the Company and other
regulatory documents. The resolutions passed at the Meeting are
legal and valid.
Board of Directors
Zhejiang Southeast Electric Power Company Limited
10th May 2002
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