Notice of the 2024 seventh EGM

SDIC Power Holdings Co., LTD

09 December 2024

 

SDIC Power Holdings CO., LTD.  

(GDR under the symbol: "SDIC")

NOTICE OF THE 2024 SEVENTH EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 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 Wednesday, 25 December 2024 at 14:00 p.m., for the purpose of considering, and if thought fit, passing the following resolution.

ORDINARY RESOLUTION

1. To consider and approve the Proposal on Renewal of Employment of the Accounting Firm

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

December 9, 2024

The resolutions hereunder contain the English translation of the Chinese version of "Meeting materials for the 2024 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

SDIC Power Holdings Co., Ltd.

Proposal on Renewal of Employment of the Accounting Firm

Dear shareholders and shareholders' representatives,

SDIC Power Holdings Co., Ltd. (hereinafter referred to as the Company) plans to hire BDO China Shu Lun Pan CPAs (Special General Partnership) (hereinafter referred to as the Firm) as the audit institution for the year 2024, which will take effect from the date of approval by the Company's general meeting of shareholders. The details are as follows:

I. Basic facts of the Firm

(I) Basic information

1. Firm name: BDO China Shu Lun Pan CPAs (Special General Partnership)

2. Date of establishment: January 24, 2011

3. Organizational form: special general partnership enterprise

4. Registered address: 4F, No. 61, East Nanjing Rd, Huangpu District Shanghai

5. Chief partner: Mr. Zhu Jiandi

6. As of December 31, 2023, there were 278 partners (shareholders) and 2,533 certified public accountants in the Firm. 693 CPAs have signed audit reports on securities services.

7. The operating revenue of the Firm in 2023 reached 5.001 billion yuan, including 3.516 billion yuan for audit and 1.765 billion yuan for securities.

8. In 2023, the Firm audited the annual reports of 671 listed companies, with a total fee of 832 million yuan. The main industries involved included computer, communication and other electronic equipment manufacturing, specialized equipment manufacturing, power and thermal production and supply, software and IT services, chemical raw materials and chemical products manufacturing, pharmaceutical manufacturing, electrical machinery and equipment manufacturing, general equipment manufacturing, and so forth. The Firm even audited 4 other listed companies in the same industry.

(II) Investor protection capability

The Firm has purchased occupational insurance that complies with relevant regulations and covers civil liability for providing audit services in accordance with the law. The cumulative compensation limit for its occupational insurance in 2023 was 1.25 billion yuan.

Civil liabilities in civil litigation related to professional practices in the past three years:

Plaintiff (Applicant)	Defendant (Respondent)	Litigation (Arbitration) Matter	Litigation (Arbitration) Amount	Litigation (Arbitration) Result
Investors	Geeya Technology, Zhou Xuhui, Shu Lun Pan CPAs	2014 Annual Report	More than 10 million yuan in litigation	Joint and several liability; the occupational insurance maintained by Shu Lun Pan CPAs is sufficient to cover the amount of compensation, and all judgments in force have been fulfilled.
Investors	Protruly, Northeast Securities, Yinxin Appraisal, Shu Lun Pan CPAs, etc.	2015 Restructuring, 2015 Annual Report, 2016 Annual Report	800,000 yuan	The first instance judgment stated that Shu Lun Pan CPAs should be liable for supplementary compensation of 15% of the debts incurred by Protruly to investors from December 30, 2016 to December 14, 2017 as a result of securities misrepresentation, and the occupational insurance maintained by Shu Lun Pan CPAs is sufficient to cover the amount of compensation.

 (III) Credibility record

Over the past three years, the Firm has been subject to zero criminal penalties, one administrative penalty, 29 enforcements of supervision and management, one enforcement of self-supervision and zero disciplinary actions for its professional practices, with 75 employees involved.

II. About the project

(I) Basic information

Proposed signing partner: Ms. Shi Aihong, who obtained the qualification of Chinese CPA in 2010, started auditing listed companies in 2010, started practicing for the Firm in 2012, and began providing audit services for the Company in 2023, and who has signed and reviewed 7 listed companies in the past three years.

Proposed quality-control reviewer (independent review partner): Mr. Xie Dongliang, who obtained the qualification of Chinese CPA in 2012, started auditing listed companies in 2012, started practicing for the Firm in 2022, and began providing audit services for the Company in 2023, and who has signed and reviewed 5 listed companies in the past three years.

Proposed signing CPA: Mr. Han Dawei, who obtained the qualification of Chinese CPA in 2024, started auditing listed companies in 2024, started practicing for the Firm in 2024, and began providing audit services for the Company in 2024, and who hasn't signed or reviewed any listed company in the last three years.

(II) Credibility record

The project partner, signing CPA and quality-control reviewer have not been punished for their professional practices in the past three years, nor have they been subject to any administrative penalties or enforcement of supervision and management from China Securities Regulatory Commission and its dispatched agencies or relevant competent authorities, and nor have they been subject to any enforcement of self-supervision or disciplinary actions from self-supervisory organizations such as stock exchanges and professional associations.

(III) Independence

The Firm, project partner, signing CPA, quality-control reviewer and other practitioners have not violated the requirements for independence stated in China Code of Ethics for Certified Public Accountants.

(IV) Audit fee

The audit fee for the 2024 annual report is 4.523 million yuan, and the fee for internal control audit is 1 million yuan, with an increase of 4.21 percent compared to the previous year. This is determined by the professional skills, types of work and workload as well as the number of employees, working days and daily fee for each employee required by audit services that the Firm provides.

The above proposal was approved on November 18, 2024 at the 38th meeting of the 12th Board of Directors and the 19th meeting of the 12th Supervisory Committee of the Company, and is hereby presented to you for deliberation.

 

END