Stock code: 000037, 200037; Stock abbreviation: Shennandian A, Shennandian B; Announcement No.: 2022-025
Shenzhen Nanshan Thermal Power Co., Ltd.
Announcement on Resolutions of the Eighth Extraordinary Meeting of the Ninth Board of Directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and that there are no false records, misleading statements or major omissions.
I. Convening of Board Meetings
Shenzhen Nanshan Thermal Power Co., Ltd. (hereinafter referred to as the “Company”) issued the “Notice of the Eighth Interim Meeting of the Ninth Board of Directors” in writing and by mail on July 8, 2022, and the meeting will be held on July 15, 2022 (Friday) At 9:30 am, it will be held by communication voting. The meeting was convened and voted by Chairman Li Xinwei. At the meeting, 9 directors should participate in the voting, and 9 directors actually participated in the voting. The number of people participating in the meeting and the convening and holding procedures of the meeting are in compliance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”) and the Articles of Association of Shenzhen Nanshan Thermal Power Co., Ltd. (hereinafter referred to as the “Articles of Association”). relevant regulations.
II. Deliberation at the Board Meeting
(1) The Proposal on By-election of Independent Directors was reviewed and approved
On May 13, 2022, the company received Mr. Mo Jianmin’s resignation report. Mr. Mo Jianmin applied for his resignation as an independent director of the ninth board of directors of the company. At the same time, he resigned from the audit committee of the ninth board of directors and the remuneration and assessment of the ninth board of directors. Committee Convenor’s post. Given that Mr. Mo Jianmin’s resignation will result in the number of independent directors of the company being less than one-third of the board members, according to the “Company Law”, “The Rules for Independent Directors of Listed Companies” and the company’s “Articles of Association” and other relevant regulations, Mr. Mo Jianmin’s The resignation will take effect after the election of new independent directors at the company’s general meeting of shareholders.
During his tenure as an independent director of the company, Mr. Mo Jianmin was diligent, conscientious, independent and impartial, and played an important role in the standardized operation and healthy development of the company. The board of directors of the company would like to express its heartfelt thanks to Mr. Mo Jianmin for his contributions to the company during his tenure!
In order to ensure the normal operation of the board of directors, after the nomination of the ninth board of directors of the company and the review of the nomination committee of the board of directors of the company, the board of directors nominated and elected Ms. Huang Xiqin as an independent director candidate of the ninth board of directors of the company (please refer to the resume for details), and the term of office will be reviewed and approved by the general meeting of shareholders From the date on which the term of office of the ninth board of directors of the company expires. After being elected, Ms. Huang Xiqin will take over the relevant positions of the special committee of the company’s board of directors previously held by Mr. Mo Jianmin.
The independent directors of the company expressed their independent opinions on the by-election of independent directors. For details, please refer to the “Independent Opinions of Independent Directors on By-election of Independent Directors” disclosed by the company on China Securities Journal, Securities Times, Hong Kong Commercial Daily and www.cninfo on the same day.
The proposal still needs to be submitted to the company’s first extraordinary general meeting in 2022 for deliberation. The qualifications and independence of Ms. Huang Xiqin, a candidate for independent director, will be submitted to the general meeting of shareholders for deliberation only after the Shenzhen Stock Exchange has no objection. Independent director candidate Ms. Huang Xiqin has not obtained the independent director qualification certificate, she has promised in writing to participate in the latest independent director training and obtain the independent director qualification certificate recognized by the Shenzhen Stock Exchange.
The motion received 9 votes in favour, 0 against and 0 abstentions.
(2) Reviewed and approved the “Proposal on Providing Guarantees for Holding Subsidiaries in 2022”
It is agreed that the company will be the holding subsidiary Shennandian (Zhongshan) Power Co., Ltd. (hereinafter referred to as “Shennandian Zhongshan Company”), Shenzhen New Power Industry Co., Ltd. (hereinafter referred to as “New Power Company”), Shenzhen Shennandian Environmental Protection Co., Ltd. (hereinafter referred to as “Shennan Electric Environmental Protection Company”) and Shenzhen Shennan Electric Gas Turbine Engineering Technology Co., Ltd. (hereinafter referred to as “Shennan Electric Engineering Company”) provide a maximum guarantee amount not exceeding 300 million yuan in total, as follows:
Shennandian Zhongshan Company: The guarantee amount is 50 million yuan (the total assets at the end of 2021 are 264 million yuan);
New Power Company: 150 million yuan guaranteed (total assets of 531 million yuan at the end of 2021);
Shennandian Environmental Protection Company: The guarantee amount is 50 million yuan (total assets at the end of 2021 are 69 million yuan);
Shennandian Engineering Company: The guarantee amount is 50 million yuan (total assets at the end of 2021 are 53 million yuan).
For the guarantee matters within the aforesaid limit, the general meeting of shareholders shall authorize the chairman of the company to sign relevant legal documents on behalf of the company. The above authorization period is within one year from the date of deliberation and approval at the general meeting of shareholders. If it is actually necessary to exceed the scope of the above authorization, the excess part must be submitted to the company’s general meeting for approval again. If the guarantee matters that occur need to be submitted to the general meeting of shareholders for deliberation in accordance with the requirements of the “Shenzhen Stock Exchange Listing Rules” and the company’s “Articles of Association”, the company will perform the decision-making procedures of the general meeting and fulfill the obligation of information disclosure in a timely manner. For details, please refer to the “Announcement on the Company’s Provision of Guarantees for its Holding Subsidiaries in 2022” disclosed by the company on China Securities Journal, Securities Times, Hong Kong Commercial Daily and www.cninfo on the same day (Announcement No.: 2022 -026).
The proposal still needs to be submitted to the company’s first extraordinary general meeting in 2022 for deliberation.
The motion received 9 votes in favour, 0 against and 0 abstentions.
(3) The Proposal on Holding the First Extraordinary General Meeting of Shareholders in 2022 was reviewed and approved
For details, please refer to the “Notice on Holding the First Extraordinary General Meeting of Shareholders in 2022” disclosed by the company on China Securities Journal, Securities Times, Hong Kong Commercial Daily and www.cninfo on the same day (Announcement No.: 2022 -027).
The motion received 9 votes in favour, 0 against and 0 abstentions.
3. Documents for reference
1. Resolutions of the eighth extraordinary meeting of the ninth board of directors;
2. Independent opinions of independent directors on by-election of independent directors.
Special announcement
Attachment: Resume of Ms. Huang Xiqin
Shenzhen Nanshan Thermal Power Co., Ltd. Board of Directors
July 16, 2022
Attachment: Resume of Ms. Huang Xiqin
Ms. Huang Xiqin: born in 1971, Bachelor of Laws, Master of Economics from the Party School of the Central Committee of the Communist Party of China, Master of Business Administration for Senior Executives from Guanghua School of Management, Peking University. Started work in September 1992. From September 1992 to May 1998, he served as appraiser and manager of Shenzhen International Real Estate Consulting Co., Ltd.; since May 1998, he has been the executive director of Guozhonglian Asset Appraisal Land and Real Estate Appraisal Co., Ltd. ; Since December 2000, he has been the chairman of Guozhonglian Construction Engineering Management Consulting Co., Ltd.; since November 2001, he has been the chairman of Guangdong Guozhonglian Bank Assets Appraisal Land and Real Estate Appraisal Planning Consulting Co., Ltd.; since November 2009, he has served as chairman Chairman of Shenzhen Guozhonglian Insurance Assessment Co., Ltd.; since February 2015, he has been a director of Beijing Guozhonglian Auction Co., Ltd.; since January 2021, he has been a supervisor of Guangdong Guozhonglian Construction Engineering Co., Ltd.; January 2022 Since this month, he has also served as the external director of Guangdong Construction Engineering Group Co., Ltd.
Ms. Huang Xiqin’s educational background, professional ability and working experience all meet the qualifications and independence requirements required by relevant laws and regulations such as the “Company Law of the People’s Republic of China” and the “Shenzhen Stock Exchange Listing Rules” and other normative documents; there is no relevant No nomination as an independent director of the company stipulated by laws and regulations and the Articles of Association of Shenzhen Nanshan Thermal Power Co., Ltd. There is no related relationship among the senior management personnel; they do not hold company stocks; they have not been punished by the China Securities Regulatory Commission and other relevant departments or disciplined by the stock exchange; they have not been investigated by judicial organs for suspected crimes or suspected of violations of laws and regulations by the China Securities Regulatory Commission. It is not the person subject to enforcement for dishonesty; it is not the subject of responsibility for dishonesty or the object of punishment for dishonesty; there is no relationship with the company that affects its independent and objective judgment.
Stock code: 000037, 200037; Stock abbreviation: Shennandian A, Shennandian B; Announcement No.: 2022-026
Shenzhen Nanshan Thermal Power Co., Ltd.
About the company as a holding subsidiary in 2022
Notice of Guarantee
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and that there are no false records, misleading statements or major omissions.
Special reminder: The asset-liability ratio of Shenzhen New Power Industry Co., Ltd. and Shennandian (Zhongshan) Power Co., Ltd. among the guaranteed objects this time exceeds 70%. Investors are advised to pay full attention to the guarantee risks.
I. Overview of Guarantee
On July 15, 2022, the Eighth Interim Meeting of the Ninth Board of Directors of Shenzhen Nanshan Thermal Power Co., Ltd. (hereinafter referred to as the “Company”) reviewed and approved the “Proposal on the Company’s Provision of Guarantee for Holding Subsidiaries in 2022”, agreeing that the Company will be The holding subsidiaries of Shennandian (Zhongshan) Power Co., Ltd. (hereinafter referred to as “Shennandian Zhongshan Company”), Shenzhen New Power Industry Co., Ltd. (hereinafter referred to as “New Power Company”), Shenzhen Shennandian Environmental Protection Co., Ltd. (hereinafter referred to as “New Power Company”) “Shennan Dian Environmental Protection Company”) and Shenzhen Shennan Dian Gas Turbine Engineering Technology Co., Ltd. (hereinafter referred to as “Shennan Dian Engineering Company”) provide a maximum guarantee amount not exceeding 300 million yuan (RMB, the same below) in total (finally The actual credit line approved by the bank or non-bank financial institution shall prevail). The motion received 9 votes in favour, 0 against and 0 abstentions.
According to the relevant provisions of the Shenzhen Stock Exchange Listing Rules (hereinafter referred to as the “Stock Listing Rules”) and the Articles of Association of Shenzhen Nanshan Thermal Power Co., Ltd. (hereinafter referred to as the “Articles of Association”), the proposal still needs to be submitted The company’s first extraordinary general meeting in 2022 will be reviewed.
2. Estimated Guarantees for Holding Subsidiaries in 2022
In 2022, the company’s guarantee amount for its holding subsidiaries is expected to be as follows:
■
3. Basic Information of Relevant Holding Subsidiaries
(1) Shennandian (Zhongshan) Electric Power Co., Ltd.
Date of establishment: November 24, 2003
Registered address: Haicheng North Road, Hengmen, Nanlang Town, Zhongshan City, Guangdong Province
Legal representative: Li Chunhui
Registered capital: 746.8 million yuan
Share capital structure: the company holds 55%, the company’s wholly-owned subsidiary Hong Kong Xingdesheng Co., Ltd. holds 25%, and Zhongshan Xingzhong Group Co., Ltd. holds 20%.
Main business: gas turbine power generation, waste heat power generation, power supply and heating (excluding heating pipe network), leasing of terminals and oil depots (excluding refined oil, hazardous chemicals, and flammable and explosive materials).
Shennandian Zhongshan Company is not a dishonest person to be executed.
The main indicators of the financial report for the last year and the financial statement for the latest period are as follows:
Unit: ten thousand yuan
■
(2) Shenzhen New Power Industry Co., Ltd. (hereinafter referred to as “New Power Company”)
Date of establishment: December 22, 2000
Registered address: Room 103 and 105, Building 6, Production Office Building, Yueliangwan Avenue (No. 2097), Nanshan District, Shenzhen
Legal representative: Tao Lin
Registered capital: 113.85 million yuan
Share capital structure: the company holds 75% of the shares, and the company’s wholly-owned subsidiary Hong Kong Xingdesheng Co., Ltd. holds 25% of the shares.
Main business: technology development for waste heat utilization (excluding restricted projects); waste heat utilization for power generation. Added: Gas turbine power generation.
The new power company is not a dishonest person to be executed.
The main indicators of the financial report for the last year and the financial statement for the latest period are as follows:
Unit: ten thousand yuan
■
(3) Shenzhen Shennandian Environmental Protection Co., Ltd.
Date of establishment: April 5, 2008
Registered Address: 2nd Floor, Comprehensive Office Building, No. 2097 Moon Bay Avenue, Nanshan District, Shenzhen
Legal representative: Li Chao
Registered capital: 79 million yuan
Share capital structure: the company holds 70% of the shares, and the company’s wholly-owned subsidiary Hong Kong Xingdesheng Co., Ltd. holds 30% of the shares.
Main business: sludge drying; sludge treatment and disposal implementation and engineering design and operation management; environmental pollution control, technology development, technology transfer, technical consultation, and technical services in the field of comprehensive utilization. (Except for the above-mentioned laws, administrative regulations and decisions of the State Council that require approval before registration, and restricted projects can only be operated after obtaining a license).
Shennandian Environmental Protection Company is not a dishonest person to be executed.
The main indicators of the financial report for the last year and the financial statement for the latest period are as follows:
Unit: ten thousand yuan
■
(4) Shenzhen Shennan Electric Gas Turbine Engineering Technology Co., Ltd.
Date of establishment: February 24, 2004
Registered address: Room 315, 317, 319, Building 6, Production Office Building, No. 2097, Yueliangwan Avenue, Nanshan District, Shenzhen
Legal representative: Zhang Yunlong
Registered capital: 10 million yuan
Share capital structure: the company holds 60% of the shares, and Hong Kong Xingdesheng Co., Ltd., a wholly-owned subsidiary of the company, holds 40% of the shares.
Main business: engage in technical consulting services for the construction of gas-steam combined cycle power plants (stations), and undertake maintenance and overhaul of operating equipment for gas-steam combined cycle power plants (stations). Import and export of goods and technologies (excluding distribution and national monopoly commodities).
Shen Nan Dian Engineering Co., Ltd. is not a dishonest person to be executed.
The main indicators of the financial report for the last year and the financial statement for the latest period are as follows:
Unit: ten thousand yuan
■
Fourth, the main content of the agreement
At present, the above-mentioned guaranteed company has not yet determined the specific financing amount and has not signed a credit agreement. The company will sign a guarantee contract within the approved amount when the guarantee actually occurs. The specific guarantee method, guarantee amount, guarantee period and other terms will be implemented within the above-mentioned scope, which is subject to the actual contract signed by the relevant subject and the bank and other institutions.
V. Opinions of the Board of Directors
(1) In order to ensure the smooth implementation of the company’s production, operation and business development, and on the basis of ensuring the security of the capital chain, the company has formulated a 2022 plan for the holding subsidiaries based on a prudent and reasonable forecast of the funds required for production, operation and development in 2022. The company’s guarantee amount. For the guarantee matters within the company’s 2022 annual quota, after being reviewed and approved by the first extraordinary general meeting of shareholders in 2022, the shareholders’ meeting will authorize the chairman of the company to sign the relevant legal documents within the above-mentioned guarantee quota on behalf of the company. The authorization is valid for one year from the date of deliberation and approval at the first extraordinary general meeting in 2022. If the actual business needs to exceed the scope of the above authorization, the excess must be submitted to the company’s general meeting for approval again. If the guarantee matters that occur need to be submitted to the shareholders’ meeting for deliberation in accordance with the requirements of the “Stock Listing Rules” and the company’s “Articles of Association”, the company will perform the decision-making procedures of the shareholders’ meeting and fulfill the obligation of information disclosure in a timely manner.
(2) Risk Control of the Guarantee
1. Shennandian Zhongshan Company (the company and its wholly-owned subsidiary Hong Kong Xingdesheng Co., Ltd. hold 80% of the shares, and Zhongshan Xingzhong Group Co., Ltd. holds 20%): Shennandian Zhongshan Company is fully guaranteed by the company. Other shareholders of the company did not provide corresponding guarantees in proportion to their shareholdings, but agreed that the company would pledge all of its assets to the company as a counter-guarantee measure. The company has control over the company and can fully grasp its operation and management. The financial risk of providing guarantees to it is within the controllable range of the company, and there is no situation that damages the interests of the company and its shareholders, especially small and medium shareholders. The company will pay attention to the company’s contract performance and continuous operation in real time, reduce guarantee risks, and effectively safeguard the rights and interests of the company and its shareholders.
2. New Power Company (the company and its wholly-owned subsidiary, Hong Kong Xingdesheng Co., Ltd. hold 100% of the shares in total): New Power Company is managed by the company headquarters, and the capital security and risks are controlled by the company headquarters.
3. Shennandian Environmental Protection Company (the company and its wholly-owned subsidiary Hong Kong Xingdesheng Co., Ltd. together hold 100% shares): Shennandian Environmental Protection Company is wholly-owned by the company, and the security of funds and risks are controlled by the company headquarters.
4. Shennandian Engineering Company (the company and its wholly-owned subsidiary, Hong Kong Xingdesheng Co., Ltd. jointly hold 100% shares): Shennandian Engineering Company is wholly-owned by the company, and the security of funds and risks are controlled by the company headquarters.
(3) The above guarantees are fair and equal, and the financial risks are within the controllable scope of the company. The loan is mainly needed for daily operations and will not harm the interests of the company.
6. The cumulative number of external guarantees and the number of overdue guarantees
As of the disclosure date, neither the company nor its holding subsidiaries have external guarantees. After the guarantee amount was reviewed and approved by the general meeting of shareholders, the total external guarantee amount of the company and its holding subsidiaries was 300 million yuan, accounting for 18.57% of the audited net assets of the listed company in 2021. As of the disclosure date, the company and its controlled subsidiaries have not provided guarantees to units outside the consolidated statements; the company has no guarantees for overdue debts, guarantees involved in lawsuits, and guarantees that should be assumed due to the decision to lose a lawsuit.
7. Documents available for inspection
Resolution of the eighth extraordinary meeting of the ninth board of directors.
Special announcement
Shenzhen Nanshan Thermal Power Co., Ltd. Board of Directors
July 16, 2022
Stock code: 000037, 200037; Stock abbreviation: Shennandian A, Shennandian B; Announcement No.: 2022-027
About Shenzhen Nanshan Thermal Power Co., Ltd.
Notice of the First Extraordinary General Meeting of Shareholders in 2022
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and that there are no false records, misleading statements or major omissions.
1. Basic information on convening the meeting
(1) Session of the meeting: the first extraordinary general meeting in 2022
(2) Convenor: the board of directors of the company
(3) Legality and compliance of the meeting: The “Proposal on Convening the First Extraordinary General Meeting of Shareholders in 2022” was reviewed at the eighth extraordinary meeting of the ninth session of the Board of Directors of Shenzhen Nanshan Thermal Power Co., Ltd. (hereinafter referred to as the “Company”). It was approved that the convening and convening procedures of the meeting were in compliance with the relevant provisions of the “Company Law of the People’s Republic of China” and the “Articles of Association of Shenzhen Nanshan Thermal Power Co., Ltd.”.
(4) The time of the meeting
On-site meeting time: 14:30 pm on August 2, 2022 (Tuesday)
Online voting time: The specific time for online voting through the Shenzhen Stock Exchange trading system is: 9:15-9:25 am, 9:30-11:30 am, 13:00-15 pm on August 2, 2022 : 00:00; the specific time for voting through the Internet voting system of the Shenzhen Stock Exchange is: any time between 9:15 a.m. and 15:00 p.m. on August 2, 2022.
(5) Convening method of the meeting: The meeting adopts a combination of on-site voting and online voting. The company will provide all shareholders with an online voting platform through the Shenzhen Stock Exchange trading system and the Internet voting system (http://wltp.cninfo.com.cn). Shareholders of the company can only choose one of on-site and online voting for the same voting right. In the event of repeated voting with the same voting right, the result of the first voting shall prevail.
(6) Equity registration date for the meeting: July 27, 2022.
Shareholders of B shares should buy the company’s shares on July 22, 2022 (that is, the last trading day when shareholders of B shares can participate in the meeting) or earlier to participate in the meeting.
(7) Participants
1. As of the closing of the market at 15:00 pm on July 27, 2022, on the equity registration date, all shareholders of the company registered in the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited have the right to attend the general meeting of shareholders, or may write in writing If a proxy is entrusted to attend this meeting and participate in voting, the proxy of the shareholder does not need to be a shareholder of the company.
Among them, the equity registration date of B shares requires the company shares held by shareholders to be registered in the register. Investors should buy company shares on July 22, 2022 (that is, the last trading day when B shares shareholders can participate in the meeting) or earlier. Attend.
If the same shareholder holds A and B shares of the company respectively, the shareholder shall vote separately through his A-share shareholder account and B-share shareholder account.
2. Directors, supervisors and senior managers of the company.
3. Company witness lawyer.
(8) Venue of the meeting: Company Conference Room, 17th Floor, Hantang Building, Overseas Chinese Town, Nanshan District, Shenzhen
2. Matters for consideration at the meeting
(1) Deliberation of proposals
■
(2) Proposal review and disclosure
The above two proposals were considered and approved at the eighth extraordinary meeting of the ninth board of directors of the company. For details, please refer to the “Ninth Ninth” disclosed by the company in “China Securities Journal”, “Securities Times”, “Hong Kong Commercial Daily” and http://www.cninfo.com.cn on the same day. Announcement on Resolutions of the Eighth Extraordinary Meeting of the Session of the Board of Directors (Announcement No.: 2022-025), and “Announcement on the Company’s Provision of Guarantee for Holding Subsidiaries in 2022” (Announcement No.: 2022-026).
(3) The qualifications and independence of the independent director candidates in Proposal 1 still need to be reviewed by the Shenzhen Stock Exchange without objection before the shareholders’ meeting can vote.
(4) All the resolutions of this shareholders’ general meeting are ordinary voting matters, which need to be approved by more than half of the voting rights held by shareholders (including shareholders’ proxies) present at the shareholders’ general meeting. The company will separately count the votes of small and medium investors (referring to the company’s directors, supervisors, senior managers and shareholders other than shareholders who individually or in aggregate hold more than 5% of the company’s shares), and the results of the separate vote counting will be resolved at the general meeting of shareholders. disclosed in the announcement.
3. On-site meeting registration, etc.
(1) Registration time: 14:00-17:00 pm on August 1, 2022 (Monday).
(2) Registered address: Office of the Board of Directors of the Company, 17th Floor, Hantang Building, Overseas Chinese Town, Nanshan District, Shenzhen.
(3) Contacts: Zou Yi, Lu Yindi
Tel: 0755-26003611
Email: [email protected]
Fax: 0755-26003684
Postal Code: 518053
(4) Registration method
1. Shareholders can be registered by on-site registration, and on-site registered shareholders must provide relevant certification materials according to the following requirements.
(1) If individual shareholders attend the meeting in person, they shall provide a copy of their ID card (or other valid documents or certificates that can indicate their identity) (original for verification), a copy of the stock account card or valid certificate of the shareholder’s holding of the company’s shares ( If a proxy is entrusted to attend the meeting, the proxy should present a copy of the proxy’s own valid identity document (original for verification) and the original power of attorney for shareholders (please refer to Annex 1 of the Notice of Shareholders’ General Meeting for details). ), a copy of the authorized shareholder’s identity certificate, the authorized shareholder’s stock account card or a copy of the valid certificate of the authorized shareholder to hold the company’s shares (original for verification), and the above-mentioned documents are used for registration.
(2) Institutional shareholders shall attend the meeting by their legal representative (overseas institution is the main person in charge) or a proxy entrusted by the legal representative (overseas institution is the main person in charge). If the legal representative (overseas institution is the main person in charge) attends the meeting, he should provide a photocopy of his/her ID card (original for verification), and a valid certificate (including: plus The original identity certificate of the legal representative or principal person in charge bearing the official seal of the institutional shareholder unit, the copy of the business license or establishment certificate affixed with the official seal of the institutional shareholder unit), the copy of the stock account card or the valid certificate that the shareholder holds the company’s shares (original for verification); if an agent is entrusted to attend the meeting, a copy of the agent’s identity document (original for verification), the original written power of attorney issued by the institutional shareholder according to law (see the format in Annex 1 of the notice of the general meeting of shareholders), plus The original identity certificate of the legal representative or the main person in charge bearing the official seal of the shareholder unit of the institution, the photocopy of the business license or establishment certificate affixed with the official seal of the shareholder unit of the institution, the stock account card or the photocopy of the valid certificate that the shareholder holds the company shares (verification). original).
(3) Investors in margin financing and securities lending to attend the meeting shall hold a photocopy of the business license of the securities company related to margin financing and securities lending (with the official seal of the securities company or the legal and valid seal of the account opening business department), securities account certificate and its issuance to shareholders The original copy of the power of attorney (please refer to Annex 1 of the notice of the general meeting of shareholders for the format); if the shareholder is an individual, he should also hold a photocopy of his ID card or other valid certificates that can indicate his identity (original for verification); if the shareholder is an organization, the A copy of the business license stamped with the official seal of the unit, a copy of the ID card of the participants (original for verification), the original power of attorney issued by the legal representative (or person in charge) of the unit, and the identity certificate of the legal representative or person in charge original.
2. Shareholders from other places or local shareholders who do not register on-site can register by letter, email or fax (the relevant originals should be verified when attending the on-site meeting on August 2, 2022), and qualified documents should be ensured (with the on-site registered shareholders). The required information is the same) should be delivered to the company registration location within or before 14:00-17:00 pm on August 1, 2022 (Monday), and it will be received by a dedicated person. It is recommended to send a letter, email or After faxing, inform the contact person designated by the company for this meeting by telephone. If the relevant certification materials meet the above requirements, if it is sent by letter, the registration time will be the time when the recipient of the company signs on the delivery receipt; if it is sent by e-mail, the designated company will be notified of the meeting. The receiving time displayed by the mailbox is the registration time; if it is sent by fax, the receiving time of the fax machine designated by the notice of this meeting is the registration time.
(5) Shareholders and their proxies who have completed the registration within the prescribed registration time, please bring relevant original documents to the meeting site for registration between 14:00 and 14:30 on the day of the meeting (i.e. August 2, 2022). On-site inspection procedures.
4. The specific operation process of participating in online voting
At this general meeting, shareholders of the company can participate in the online voting through the Shenzhen Stock Exchange trading system and the Internet voting system (http://wltp.cninfo.com.cn) (see Annex 2 for the specific operation process of online voting).
5. Special reminders during the epidemic prevention and control period
In view of the fact that it is still in an important period for the prevention and control of the new coronavirus pneumonia, in order to implement the decisions and arrangements of the Party Central Committee and the State Council, and actively respond to the work requirements of the epidemic prevention and control command agencies of governments at all levels, the company specially reminds the following:
(1) In order to cooperate with the prevention and control of the new coronavirus pneumonia epidemic, control the flow of people, reduce crowd gatherings, and maintain the health and safety of shareholders and participants, the company recommends shareholders to participate in this meeting and exercise voting rights through online voting. Shareholders and shareholders’ proxies who have not registered in advance or do not meet the epidemic prevention requirements will not be able to enter the meeting site. Shareholders and their proxies attending the on-site meeting should bring their own masks and wear masks throughout the meeting.
(2) During the meeting, shareholders and shareholders’ proxies participating in the on-site meeting must comply with the latest epidemic prevention and control requirements implemented by the state, Guangdong Province and Shenzhen City. According to the current needs of epidemic prevention and control, the participants participating in the on-site meeting should take the initiative to cooperate to measure their body temperature, present the epidemic prevention health code, the negative nucleic acid test result and the itinerary before entering the venue. If they do not meet the epidemic prevention and control requirements, the company reserves the right not to accept When they enter the venue, they will report to the relevant epidemic prevention authorities in accordance with relevant regulations when necessary.
(3) Shareholders and their proxies participating in the on-site meeting should pay attention in advance and strictly abide by the latest policies and requirements of Shenzhen regarding health status declaration and quarantine observation during the epidemic prevention and control period. If Shenzhen implements stricter requirements, the company will comply with them.
6. Other matters
(1) The meeting lasts for half a day, and the transportation, board and lodging expenses of the participants shall be borne by themselves.
(2) If shareholders have any questions, they can call the contact person listed in item 3 of the company.
7. Documents available for inspection
Resolution of the eighth extraordinary meeting of the ninth board of directors.
Special announcement
Shenzhen Nanshan Thermal Power Co., Ltd. Board of Directors
July 16, 2022
attachment1:
Shenzhen Nanshan Thermal Power Co., Ltd.
Power of Attorney for the First Extraordinary General Meeting of Shareholders in 2022
I hereby authorize Mr./Ms. (ID number: ) to represent me to attend the company’s first extraordinary general meeting in 2022 held on August 2, 2022 in the company conference room on the 17th floor of Hantang Building, Overseas Chinese Town, Nanshan District, Shenzhen, and press The following authorizations are authorized to exercise voting rights on their behalf.
Principal’s name:
The ID number of the principal (or the business license number of the legal person shareholder):
Types of shares held by the client: □ A shares □ B shares
Client’s securities account card number: Number of shares held by the client:
Trustee Name: Trustee ID Number:
Signature of the client: Date of issue of the power of attorney: YYMMDD
(Note: If the client is a legal person, the seal of the unit shall be affixed; the photocopy of this power of attorney is valid.)
Voting opinions on the proposals at the general meeting of shareholders
■
Voting Instructions: 1. For the above deliberation matters, the client can mark “√” in the column for agreeing, opposing or abstaining. Each item is a single choice, and multiple choices are invalid. 2. If the trustee does not give a clear instruction to vote, the trustee shall be deemed to have the right to vote according to his own wishes.
Annex 2:
The specific operation process of participating in online voting
This shareholders’ general meeting provides shareholders with an online voting platform, and shareholders of the company can participate in online voting through the Shenzhen Stock Exchange trading system and Internet system (http://wltp.cninfo.com.cn). The online voting procedure is as follows:
1. Procedure for online voting
1. Voting code: 360037
2. Voting abbreviation: Nandian Voting
3. Fill in the form and make a decision:
The resolutions of this general meeting are all non-cumulative voting proposals, and the voting opinions shall be filled in: agree, object, and abstain.
4. Shareholders voting on the general proposal shall be deemed to express the same opinion on all the proposals of this general meeting.
When shareholders repeatedly vote on the general proposal and specific proposals, the first valid vote shall prevail. If shareholders vote on specific proposals first, and then vote on the general proposal, the voting opinions on the specific proposals that have been voted on shall prevail, and the voting opinions on the general proposal shall prevail for other unvoted proposals; if the general proposal is voted first Voting, and then voting on specific proposals, the voting opinions of the general proposal shall prevail.
2. Procedures for voting through the Shenzhen Stock Exchange trading system
1. Voting time: August 2, 2022, 9:15-9:25 am, 9:30-11:30 pm, and 13:00-15:00 pm.
2. Shareholders can log in to the trading client of the securities company to vote through the trading system.
3. Voting procedures through the Internet voting system
1. The voting time of the Internet voting system is 9:15 am on August 2, 2022 (the date of the on-site general meeting), and the end time is 15:00 pm on August 2, 2022 (the day the on-site general meeting ends). .
2. Shareholders who vote online through the Internet voting system need to go through identity authentication in accordance with the “Shenzhen Stock Exchange Investor Network Service Identity Authentication Business Guidelines” and obtain a “Shenzhen Stock Exchange Digital Certificate” or “Shenzhen Stock Exchange Investor Service Password”. The specific identity authentication process can be viewed in the Internet voting system http://wltp.cninfo.com.cn Rules and Guidelines.
3. Shareholders can log on http://wltp.cninfo.com.cn to vote through the Shenzhen Stock Exchange’s Internet voting system within the specified time according to the obtained service password or digital certificate.