Sdic Power. Regulatory News (SDIC)

SDIC Power Holdings CO., LTD.  

(GDR under the symbol: "SDIC")

NOTICE OF THE 2021 SEVENTH EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2021 Seventh Extraordinary General Meeting of SDIC Power Holdings CO., LTD. will be held at Room 207, No.147 Xizhimen Nanxiao Street, Xicheng District, Beijing, the PRC, on Thursday 14 October 2021 at 14:00 p.m., for the purpose of considering, and if thought fit, passing the following resolution.

SPECIAL RESOLUTION

1. To consider and approve the Proposal on the Company Matching Conditions for Public Issuance of Corporate Bonds to Professional Investors

2. To consider and approve the Proposal on the plan of Public Issuance of Corporate Bonds to Professional Investors

3. To consider and approve the Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors or Authorized Persons of the Board of Directors to Fully Handle Matters Related to the Corporate Bonds

The Board of Directors of SDIC Power Holdings CO., LTD.

September 17, 2021

The resolutions hereunder contain the English translation of the Chinese version of "Meeting materials for the 2021 Seventh Extraordinary General Meeting" as published on the website of the Shanghai Stock Exchange, and are provided for your reference only. In case of discrepancy between the Chinese version and the English version, the Chinese version shall prevail.

Proposal I

Proposal on the Company Matching Conditions for Public Issuance of Corporate Bonds to Professional Investors

Dear shareholders and shareholder representatives:

According to relevant provisions of the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), and the Administrative Measures for Issuance and Trading of Corporate Bonds (hereinafter referred to as the "Administrative Measures"), the Administrative Measures for Information Disclosure of Corporate Credit Bonds and other applicable laws, regulations and normative documents as well as the actual situation of the Company, the Company matches the conditions for public issuance of corporate bonds to professional investors.

The details are as follows:

I. The Company complies with relevant provisions of the Securities Law and the Administrative Measures on public issuance of corporate bonds:

1. It has a sound and well-functioning organization; 

2. The average distributable profit in the most recent three years is sufficient to pay one year's interest on corporate bonds;

3. It has reasonable structure of assets and liabilities and normal cash flow;

4. It complies with other conditions stipulated by the State Council.

The procceds raised by public issuance of corporate bonds must be used for the use of the procceds listed in the procedures for registering corporate bonds; Any change in the use of the proceeds must be approved through a resolution made at the bondholders' meeting. The proceeds raised from public issuance of corporate bonds shall not be used to cover loss and unproductive expenditure.

II. The Company is not in any of the following situation where it is not allowed to publicly issue corporate bonds again according to the Securities Law and the Administrative Measures:

1. The fact that it has defaulted on the publicly issued corporate bonds or other debts or delayed the payment of principal and interest is still in a continuous state;

2. It changes the use of the proceeds raised by public issuance of corporate bonds in violation of provisions of the Securities Law.

After self-examination, the Company meets all the conditions for the public issuance of corporate bonds to professional investors..

The above proposal was deliberated and approved at the 34th meeting of the 11th Board of Directors on September 17, 2021, and is hereby submitted to this extraordinary general meeting of shareholders for deliberation and approval.

Please deliberate on the above proposal.

Proposal II

Proposal on the plan of Public Issuance of Corporate Bonds to Professional Investors

Dear shareholders and shareholder representatives:

In order to further improve the Company's debt structure, broaden the Company's financing channels and meet the Company's capital needs, the Company proposes to publicly issue corporate bonds to professional investors according to provisions of the Company Law, the Securities Law, the Measures for the Administration and other relevant laws and regulations, and in combination with the current bond market and the Company's fund demand. The specific plan is as follows:

(i) Issuance scale, issuance way and face value

The corporate bonds will be publicly issued to professional investors, with the issuance scale not exceeding RMB 3 billion (including RMB 3 billion), which can be issued in one time or on installment. The specific issuance scale, whether to issue on installment and the installment plan shall be submitted to the general meeting of shareholders to authorize the Board of Directors or authorized persons of the Board of Directors for determination within the above scope according to the Company's fund demand and market conditions at the time of issuance.

The face value of each corporate bond is RMB 100.

(ii) Types of bond

The types of the corporate bonds include but are not limited to general corporate bonds, green corporate bonds, etc.

(iii) Issuance object 

The issuance object of the corporate bonds is the professional investors specified in the Administrative Measures and relevant laws and regulations, and the shareholders of the Company are not granted with placement priority.

(iv) Maturity of bond

The maturity of the corporate bonds shall not exceed 10 years (including 10 years). The corporate bonds can be a category of single maturity or a mixed category of multiple maturities. The specific maturity composition and the issuance scale of each maturity category shall be submitted to the general meeting of shareholders to authorize the Board of Directors or authorized persons of the Board of Directors for determination within the above scope according to the Company's fund demand and market conditions prior to the issuance.

(v) Interest rate and determination method

The corporate bonds adopt a fixed interest rate, with simple interest calculated on an annual basis instead of compound interest. The interest rate, determination method and payment mode of the corporate bonds shall be submitted to the general meeting of shareholders to authorize the Board of Directors or authorized persons of the Board of Directors to negotiate and determine with the Lead Underwriter according to laws, regulations and market conditions.

(vi) Use of proceeds

The proceeds of the corporate bonds are intended to be used to repay the loans from financial institutions, adjust the debt structure, supplement working capital, project investment and other purposes permitted by applicable laws and regulations. The specific use of proceeds shall be submitted to the general meeting of shareholders to authorize the Board of Directors or authorized persons of the Board of Directors for determination within the above scope according to the Company's fund demand.

(vii) Listing arrangement

After each issuance of the corporate bonds, the corporate bonds will be arranged for listing according to relevant provisions of Shanghai Stock Exchange, provided that the listing conditions are met. With the approval of the regulatory authorities, the corporate bonds can also be listed and traded in other trading places permitted by applicable laws. The general meeting of shareholders is requested to authorize the Board of Directors or authorized persons of the Board of Directors to handle listing and trading matters according to relevant regulations after the registration and issuance of the corporate bonds.

(viii) Collateral arrangement 

The corporate bonds are unsecured.

(ix) Underwriting mode

The corporate bonds are underwritten by the underwriting syndicate organized by the Lead Underwriter in the form of stand-by underwriting.

(x) Validity of resolution 

The resolution on the corporate bonds takes effect from the date of deliberation and approval by the general meeting of shareholders till the date of expiration of the registration document of China Securities Regulatory Commission.

The above proposal was deliberated and approved at the 34th meeting of the 11th Board of Directors on September 17, 2021, and is hereby submitted to this extraordinary general meeting of shareholders for deliberation and approval. The Proposal is voted item by item, and can be implemented only after being approved by China Securities Regulatory Commission.

Please deliberate on the above proposal.

Proposal III

Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors or Authorized Persons of the Board of Directors to Fully Handle Matters Related to the Corporate Bonds

Dear shareholders and shareholder representatives:

In order to ensure valid and efficient issuance of the corporate bonds, the Board of Directors of the Company requests the general meeting of shareholders of the Company to authorize the Board of Directors or authorized persons of the Board of Directors to fully handle matters related to the corporate bonds according to the Company Law, Securities Law, Administrative Measures and other relevant laws, regulations and normative documents, as well as the Articles of Association of SDIC Power Holdings Co., Ltd. (hereinafter referred to as the "Articles of Association") under the framework and principles deliberated and approved by the general meeting of shareholders and based on the principle of maximizing the interests of the Company's shareholders, including but not limited to:

(i) Formulate the specific plan and other relevant contents of the corporate bonds, revise or adjust issuance terms of the corporate bonds, including but not limited to the specific issuance scale, maturity of bond, types of bond and issuance time (including whether to issue on installment and the number installments, etc.), inquiry interest rate range, bond interest rate and its determination method, whether to establish and exercise resale or redemption option, rating arrangement, specific subscription method, specific placement arrangement, maturity and mode of principal repayment and interest payment, bond listing, termination of issuance, use of poceeds and other matters related to the corporate bonds according to relevant provisions of national laws and regulations, securities regulatory authorities and internal resolutions of the Company, as well as actual conditions of the Company and the market;

(ii) Hire intermediary agencies to handle registration, issuance and listing matters of the corporate bonds, including but not limited to authorizing, signing, executing, modifying and completing all necessary documents, contracts, agreements, covenants, various announcements and other legal documents related to the registration, issuance and listing of the corporate bonds, as well as relevant information disclosure according to laws, regulations and other normative documents; 

(iii) Select the Bond Trustee for the corporate bonds, sign the Bond Trusteeship Management Agreement and formulate the Rules of Bondholders' Meeting;

(iv) In case of any change in the policy of the regulatory authorities on the issuance of corporate bonds or any change in market conditions, adjust the specific scheme of the corporate bonds and other relevant matters according to opinions of the regulatory authorities, except those required to be re-voted according to relevant laws, regulations and the Articles of Association; 

(v) Negotiate with relevant commercial banks on the opening of special account for raised funds, open a special account for the raised funds, and timely sign a tripartite supervision agreement on special account for raised funds with the Bond Trustee and the commercial bank that deposits the raised funds according to the project progress;

(vi) Handle other specific matters related to the registration, issuance and listing of the corporate bonds.

The Company's Board of Directors requests the general meeting of shareholders to approve the Board of Directors to authorize the Company's Chairman as the authorized person of the Board of Directors for the corporate bonds to handle specific matters related to the corporate bonds on behalf of the Company according to the resolutions of the general meeting of shareholders and authorization of the Board of Directors.

This authorization is valid from the date of deliberation and approval by the general meeting of shareholders of the Company to the date of completion of the above authorized matters.

The above proposal was deliberated and approved at the 34th meeting of the 11th Board of Directors on September 17, 2021, and is hereby submitted to this extraordinary general meeting of shareholders for deliberation and approval.

Please deliberate on the above proposal.