TIDMSDIC
RNS Number : 5181F
SDIC Power Holdings Co., LTD
10 July 2023
SDIC Power Holdings CO., LTD.
(GDR under the symbol: "SDIC")
NOTICE OF THE 2023 FOURTH EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2023 Fourth 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 27 July 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 Proposal on Providing Guarantee
for ICOL Company
The Board of Directors of SDIC Power Holdings CO., LTD.
July 10, 2023
The resolutions hereunder contain the English translation of the
Chinese version of "Meeting materials for the 2023 Fourth
Extraordinary General Meeting" as published on the website of the
Shanghai Stock Exchange, and are provided for your reference only.
In case of discrepancy between the Chinese version and the English
version, the Chinese version shall prevail.
Proposal I
SDIC Power Holdings Co., Ltd.
Proposal on Providing Guarantee for ICOL Company
Dear shareholders and shareholder representatives:
SDIC Power Holdings Co., Ltd. (hereinafter referred to as the
company) plans to provide a parent company guarantee of no more
than GBP 25 million for its subsidiary, Inch Cape Offshore Limited
(hereinafter referred to as ICOL), 50 percent of whose shares are
indirectly held by the company. The details are as follows:
1. An overview of the guarantee
The subsidiary, ICOL, of which the company indirectly holds 50
percent of the equity, is primarily responsible for the
construction and operation of the Inch Cape offshore wind farms in
the UK. Currently, the preliminary work is progressing as planned,
and ICOL is locking engineering packages. After preliminary
comparison and selection:
(1) ICOL has identified Vestas Celtic Wind Technology Limited
(hereinafter referred to as Vestas) as the wind turbine supplier.
Currently, ICOL and Vestas have signed a Preferred Supply Agreement
(PSA). According to the contract negotiations, Vestas requests that
the company provide a parent company guarantee with a limit of GBP
5 million for the wind turbine procurement contract as a payment
guarantee for its termination.
(2) ICOL plans to sign an agreement with Barclays Bank on
issuing letters of credit with a limit of 40 million pounds, which
will be used to support ICOL in providing performance guarantees
for some suppliers during construction. According to the contract
negotiations, Barclays Bank requires that the company provide a
parent company guarantee with a limit of 20 million pounds for the
agreement of issuing letters of credit.
Another shareholder of ICOL, Electricity Supply Board
(hereinafter referred to as ESBII UK Limited), with 50 percent of
its shares, will also provide parent company guarantees of GBP 5
million and GBP 20 million for ICOL on the aforementioned matters
in accordance with their shareholding ratios.
2. The basic information of the guarantee holder
(1) The basic information of the guarantee holder
ICOL was established on February 17, 2010, with its registered
address in Edinburgh: 5th Floor, 40 Princes Street, Edinburgh, EH2
2BY, Scotland, United Kingdom. As of May 2023, ICOL had a
registered capital of GBP 51.1 million and its main business was
the production of renewable power (the development of offshore wind
power).
As of December 31, 2022, ICOL's financial data was: it had total
assets of GBP 193.65 million, total liabilities of GBP 171.91
million, and net assets of GBP 21.74 million. Since ICOL is still
in the development phase, there was no operating income in 2022,
and the net profit was -1.73 million pounds.
As of May 31, 2023, ICOL's financial data was: it had total
assets of GBP 240.86 million, total liabilities of GBP 220.03
million and net assets of GBP 20.83 million; From January to May
2023, there was no operating income, and the net profit was -0.91
million pounds.
(2) Correlation between the guarantee holder and the company
ICOL is 100 percent owned by Inch Cape Offshore Holdings Limited
(hereinafter referred to as ICOHL), and its shareholders are Red
Rock Power Limited (with 50 percent of the shares) and ESBII UK
Limited (with 50 percent of the shares). The details of ICOL's
equity structure are shown in the following figure:
3. The main contents of the guarantee agreement
Matters of providing Matters of providing
guarantee: Vestas guarantee: Barclays
Bank
Guarantee method joint liability joint liability
guarantee guarantee
-------------------------- --------------------------
Guarantee type credit guarantee credit guarantee
-------------------------- --------------------------
Period of guarantee From the date of From the date of
signature to the signature to the
earlier of the following earlier of the following
dates: dates:
1. ICOL fully fulfills 1. Barclays Bank
all its obligations will no longer bear
and responsibilities any further actual
under the PSA; or possible compensation
2. Three months from obligation based
the expiration of on the guarantee
PSA; issued for ICOL;
3. The ICOL equity 2. The amount guaranteed
held by the guarantor has been fully paid
has been reduced or released.
to 0 percent.
-------------------------- --------------------------
Amount guaranteed No more than GBP No more than GBP
5 million 20 million
-------------------------- --------------------------
Guarantee content It is to provide It is used for Barclays
a parent company Bank to support ICOL
guarantee for the in providing performance
wind turbine procurement guarantee for some
contract as a payment suppliers during
guarantee for its construction.
termination .
-------------------------- --------------------------
Whether other shareholders The other shareholder provides guarantees
provide guarantees on equal terms.
and forms of guarantee
------------------------------------------------------
situations and forms None
of counter guarantee
------------------------------------------------------
Guarantee fees None The annual fee rate
for the amount drawn
is 42 basis points;
There is no fee for
the amount undrawn.
-------------------------- --------------------------
4. The necessity and rationality of the guarantee
According to the board of directors, the project of Inch Cape
offshore wind farms owned by ICOL is of crucial importance in the
implementation of the company's international strategic planning
and the steady expansion of its overseas business. The wind turbine
supply contract is a key capital construction point, and the
aforementioned two parent company guarantees will ensure the smooth
progress of the project's capital construction. In the matters of
guarantee with Vestas, signing PSA is a necessary step for
subsequent wind turbine procurement, which will guarantee the
normal progress of the project; hence the risk of this guarantee is
controllable. In the matters of guarantee with Barclays Bank, the
letters of credit provided by Barclays Bank will be used by ICOL to
provide guarantee for relevant suppliers, which frequently happens
as a performance guarantee in promoting overseas business. The
provision of this parent company guarantee is an important part in
the follow-up construction of the project, so the risk of this
guarantee is also controllable.
As of May 31, 2023, ICOL's total liabilities amounted to GBP
220.03 million, including GBP 179.66 million as the balance of
shareholder loans. In the preparation and development of overseas
projects, many shareholders use shareholder loans in place of some
of the registered capital, so ICOL has a relatively low risk of
overdue debt.
In summary, the interests of the company and shareholders will
not be damaged in providing guarantee for ICOL.
5. Accumulated numbers of external guarantees and overdue
guarantees
As of July 10, 2023, the company has an outstanding guarantee
balance of 275.2675 million RMB for ICOL. The company had 3222.7913
million RMB as the balance of external guarantees (including
guarantees provided for controlled subsidiaries) and 2947.5238
million RMB as the balance of guarantees provided for controlled
subsidiaries (excluding this amount guaranteed), respectively
accounting for 5.91 percent and 5.41 percent of the equity, based
on the company's latest audit, attributable to the parent
company.
As of July 10, 2023, the company has no overdue guarantees.
Therefore, it is requested to approve this guarantee, to
authorize the Chairman or personnel authorized by the Chairman to
modify, present, submit, sign, execute other legal documents
related to this guarantee within the amount guaranteed, and to
authorize the Chairman or personnel authorized by the Chairman to
handle all other matters related to this guarantee.
The above proposal was approved at the 13th meeting of the 12th
Board of Directors of the company on July 10, 2023, and is hereby
submitted to all shareholders and shareholder representatives for
deliberation.
Please deliberate on the above proposal.
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END
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