RNS Number : 4883Q
Zhejiang Southeast Elec Power Co Ld
11 April 2009
Zhejiang Southeast Electric Power Company Limited
Announcement on
Resolutions of the Annual General Meeting of 2008
1. Convening and Attendance of the Meeting
The Annual General Meeting of 2008 of Zhejiang Southeast Electric Power Company Limited (the 'Company') was convened on 10 April 2009 at Zheneng Building, Hangzhou (the 'AGM'). The Company published the notice on convening the AGM in China Securities Journal, Shanghai Securities News, South China Morning Post (Hong Kong) and Wen Wei Po (Hong Kong) on 21 March 2009.
35 shareholders or their proxies (collectively the 'shareholders') were present at the AGM, including 5 shareholders of non-tradable shares (i.e. shareholders of domestic shares, as below) and 30 shareholders of tradable shares (i.e. shareholders of B shares, as below), who jointly hold 1,355,389,392 shares of the Company representing 67.43% of the total shares of the Company. Respectively, shareholders of domestic shares hold 1,320,000,000 shares of the Company, representing 100.00% of the domestic shares of the Company; shareholders of B shares hold 35,389,392 shares of the Company representing 5.13% of the B shares of the Company. The foregoing complies with the stipulations of laws, rules, regulations, and the articles of association of the Company. The AGM was chaired by Mr. Mao Jianhong, Chairman of the Company.
2. Voting of the Proposals
All shareholders present at the AGM reviewed the proposals and the following resolutions were passed through voting by way of open ballot:
(1) Work Report of the Board of Directors for Year 2008
Consenting votes of 1,355,389,392 shares representing 100.000% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 35,389,392 shares are B shares representing 100.000 % of the valid B shares votes); abstention vote of 0 share; dissenting vote of 0 share.
(2) Work Report of the Board of Supervisors for Year 2008
Consenting votes of 1,355,389,392 shares representing 100.000% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 35,389,392 shares are B shares representing 100.000 % of the valid B shares votes); abstention vote of 0 share; dissenting vote of 0 share.
(3) Work Report of the Independent Directors for Year 2008
Consenting votes of 1,355,389,392 shares representing 100.000% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 35,389,392 shares are B shares representing 100.000 % of the valid B shares votes); abstention vote of 0 share; dissenting vote of 0 share.
(4) Proposal on the Amendments to the Articles of Association of the Company
It is agreed to add into Article 155 of the articles of association the following: the Company should maintain a sustainable profit declaration policy. The Company should declare cash dividends at least once every three years, whilst the accumulative amount of such cash dividends declared in a consecutive three years should be 30% or more of the average per annum dispensable dividends realized in the three years. The Profits Distribution Plan should be formulated by the Board of Directors on the basis of the Company's profitability and future capital expenditure projections, which should be implemented following approval at shareholders' meeting.
Consenting votes of 1,355,389,392 shares representing 100.000% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 35,389,392 shares are B shares representing 100.000 % of the valid B shares votes); abstention vote of 0 share; dissenting vote of 0 share.
(5) Financial Settlement Report for Financial Year 2008
Consenting votes of 1,355,389,392 shares representing 100.000% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 35,389,392 shares are B shares representing 100.000 % of the valid B shares votes); abstention vote of 0 share; dissenting vote of 0 share.
(6) Profits Distribution Plan for Year 2008
Profits Distribution Plan for 2008 of the Company is agreed as the follows: taking the after- tax profit of the parent company in the amount of RMB287,395,616.94 audited by the domestic accountants as the base, 10%, that is RMB28,739,561.69 will be allocated into statutory surplus common reserve fund. No cash dividend will be distributed.
Consenting votes of 1,355,278,892 shares representing 99.992% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 35,278,892 shares are B shares representing 99.688% of the valid B shares votes); abstention votes of 110,500 shares representing 0.008% of the valid voting shares (of which: 110,500 B shares representing 0.312% of the valid B share votes); dissenting vote of 0 share.
(7) 2008 Audit Work Report and Proposal on Re-appointment of Accounting Firms in 2009
It was agreed to appoint Zhejiang Pan-China Certified Public Accountants and PricewaterhouseCoopers Zhongtian Certified Public Accountants to provide accounting statements auditing and other relevant consultancy services to the Company for the year 2009. The specific annual auditing fees are as follows: RMB1,150,000 for Zhejiang Pan-China Certified Public Accountants and RMB1,200,000 for PricewaterhouseCoopers Zhongtian Certified Public Accountants.
Consenting votes of 1,355,389,392 shares representing 100.000% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 35,389,392 shares are B shares representing 100.000 % of the valid B shares votes); abstention vote of 0 share; dissenting vote of 0 share.
(8) Proposal Regarding Regular Connected Transactions
(a) It was agreed to renew Financial Services Cooperation Agreement entered into with Zhejiang Energy Group Finance Co. Ltd.
Under the condition that Zhejiang Electric Power Development Co., Ltd, the biggest shareholder of the Company, abstained from the voting, consenting votes of 555,426,192 shares representing 100.000% of the valid voting shares (of which: 520,036,800 shares are domestic shares representing 100.000% of the valid domestic shares votes; 35,389,392 shares are B shares representing 100.000 % of the valid B shares votes); abstention vote of 0 shares; dissenting vote of 0 share.
(b) It was agreed that the Company will enter into Natural Gas Sales Agreement with Zhejiang Natural Gas Development Co., Ltd.
Under the condition that Zhejiang Electric Power Development Co., Ltd, the biggest shareholder of the Company, abstained from the voting, consenting votes of 555,426,192 shares representing 100.000% of the valid voting shares (of which: 520,036,800 shares are domestic shares representing 100.000% of the valid domestic shares votes; 35,389,392 shares are B shares representing 100.000 % of the valid B shares votes); abstention vote of 0 shares; dissenting vote of 0 share.
(c) It was agreed that the Company will enter into Energy Service Cooperation Framework Agreement with Zhejiang Xingyuan Investment Co., Ltd.
Under the condition that Zhejiang Electric Power Development Co., Ltd, the biggest shareholder of the Company, abstained from the voting, consenting votes of 555,426,192 shares representing 100.000% of the valid voting shares (of which: 520,036,800 shares are domestic shares representing 100.000% of the valid domestic shares votes; 35,389,392 shares are B shares representing 100.000 % of the valid B shares votes); abstention vote of 0 shares; dissenting vote of 0 share.
(9) Financial Budgeting Report for Year 2009
Consenting votes of 1,355,389,392 shares representing 100.000% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 35,389,392 shares are B shares representing 100.000 % of the valid B shares votes); abstention vote of 0 share; dissenting vote of 0 share.
(10) Proposal Regarding the Change of the Board of Directors
Directors of the Fifth Session of the Board elected by way of cumulative voting at the AGM are as the follows: Mao Jianhong, Zhang Qian, Cao Lu, Wang Lina, Shou Desheng, Sun Weiheng, Chen Jimin, Yao Xianguo, Wo Jian, Gu Biquan, Xing Junjie, Fu Qiyang, Liu Hong, Qiu Guofu, and Yan Weimin, amid these, Chen Jimin, Yao Xianguo, Wo Jian, Qiu Guofu and Yan Weimin are Independent Directors.
(a) Mao Jianhong was elected director of the Company
Consenting votes of 1,355,831,392 shares representing 100.033% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 35,831,392 shares are B shares representing 101.249% of the valid B shares votes).
(b) Zhang Qian was elected director of the Company
Consenting votes of 1,355,278,892 shares representing 99.992% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 35,278,892 shares are B shares representing 99.688% of the valid B shares votes).
(c) Cao Lu was elected director of the Company
Consenting votes of 1,355,278,892 shares representing 99.992% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 35,278,892 shares are B shares representing 99.688% of the valid B shares votes).
(d) Wang Lina was elected director of the Company
Consenting votes of 1,355,278,892 shares representing 99.992% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 35,278,892 shares are B shares representing 99.688% of the valid B shares votes).
(e) Shou Desheng was elected director of the Company
Consenting votes of 1,355,278,892 shares representing 99.992% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 35,278,892 shares are B shares representing 99.688% of the valid B shares votes).
(f) Sun Weiheng was elected director of the Company
Consenting votes of 1,355,278,892 shares representing 99.992% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 35,278,892 shares are B shares representing 99.688% of the valid B shares votes).
(g) Chen Jimin was elected independent director of the Company
Consenting votes of 1,355,278,892 shares representing 99.992% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 35,278,892 shares are B shares representing 99.688% of the valid B shares votes).
(h) Yao Xianguo was elected independent director of the Company
Consenting votes of 1,355,278,892 shares representing 99.992% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 35,278,892 shares are B shares representing 99.688% of the valid B shares votes).
(i) Wo Jian was elected independent director of the Company
Consenting votes of 1,355,278,892 shares representing 99.992% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 35,278,892 shares are B shares representing 99.688% of the valid B shares votes).
(j) Gu Biquan was elected director of the Company
Consenting votes of 1,355,831,392 shares representing 100.033% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 35,831,392 shares are B shares representing 101.249% of the valid B shares votes).
(k) Xing Junjie was elected director of the Company
Consenting votes of 1,355,389,392 shares representing 100.000% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 35,389,392 shares are B shares representing 100.000% of the valid B shares votes).
(l) Fu Qiyang was elected director of the Company
Consenting votes of 1,355,278,892 shares representing 99.992% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 35,278,892 shares are B shares representing 99.688% of the valid B shares votes).
(m) Liu Hong was elected director of the Company
Consenting votes of 1,355,389,392 shares representing 100.000% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 35,389,392 shares are B shares representing 100.000% of the valid B shares votes).
(n) Qiu Guofu was elected independent director of the Company
Consenting votes of 1,355,278,892 shares representing 99.992% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 35,278,892 shares are B shares representing 99.688% of the valid B shares votes).
(o) Yan Weimin was elected independent director of the Company
Consenting votes of 1,355,278,892 shares representing 99.992% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 35,278,892 shares are B shares representing 99.688% of the valid B shares votes).
(11) Proposal Regarding the Change of the Board of Supervisors
Supervisors of the Fifth Session of the Board of Supervisors elected by way of cumulative voting at the AGM are as the follows: Hu Xing'er, Shi Jiwen, Huang Lixin, and Tian Shuying. Given their existing status of being staff-representative supervisors, Huang Huafen, Huang Guanlin and Jiang Pingzhou have automatically elected supervisors of the Fifth Session of the Board of Supervisors.
(a) Hu Xing'er was elected supervisor of the Company
Consenting votes of 1,354,849,092 shares representing 99.960% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 34,849,092 shares are B shares representing 98.473% of the valid B shares votes).
(b) Shi Jiwen was elected supervisor of the Company
Consenting votes of 1,354,849,092 shares representing 99.960% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 34,849,092 shares are B shares representing 98.473% of the valid B shares votes).
(c) Huang Lixin was elected supervisor of the Company
Consenting votes of 1,354,849,092 shares representing 99.960% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 34,849,092 shares are B shares representing 98.473% of the valid B shares votes).
(d) Tian Shuying was elected supervisor of the Company
Consenting votes of 1,354,849,092 shares representing 99.960% of the valid voting shares (of which: 1,320,000,000 shares are domestic shares representing 100.000% of the valid domestic shares votes; 34,849,092 shares are B shares representing 98.473% of the valid B shares votes).
3. Witness by Lawyer
Zhejiang Sunshine Law Firm has issued a legal opinion on the AGM. Zhejiang Sunshine Law Firm is of the opinion that the convening and the convention procedure of the AGM comply with the stipulations of the Company Law, articles of association of the Company and other regulatory documents; the qualifications of the personnel attending the AGM are lawful and valid; the voting procedures of the AGM comply with the stipulations of the Company Law, articles of association of the Company and other regulatory documents; the resolutions passed at the AGM are lawful and valid.
4. Documents for Inspection
(1) Resolutions of the Annual General Meeting;
(2) Legal opinion issued by the lawyer.
Board of Directors
Zhejiang Southeast Electric Power Company Limited
11 April 2009
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