RNS Number:6238Y
Zhejiang Southeast Elec Power Co Ld
13 May 2004
Zhejiang Southeast Electric Power Company Limited
Announcement on
Resolutions of the 2003 Shareholders'General Meeting
The Company and all the members of the board of directors of the Company warrant
the authenticity, accuracy and completeness of this announcement and shall be
jointly liable for any false representations, misleading statements or material
omissions contain herein.
Important matters:
(1) There are no vetoes or amendments of proposals in the meeting;
(2) There are no newly submitted proposals for voting at the meeting.
1. Convening and quorum of the meeting
The shareholders' general meeting (the "meeting") of Zhejiang Southeast Electric
Power Company Limited (the "Company") for 2003 was held on 12 May 2004 at
Hangzhou Sunny Hotel. Twenty shareholders or their authorized proxies (the "
shareholders") were present at the meeting (including 5 domestic shareholders;
15 shareholders of B shares) representing 1,348,562,477 shares of the Company
which accounted for 67.09% of the total shares of the Company (including
1,320,000,000 shares held by shareholders of domestic shares which accounted for
100% of the domestic shares of the Company, and 28,562,477 shares held by
shareholders of B shares which accounted for 4.14% of the B shares of the
Company). The meeting complies with the stipulations of the Company Law and the
Articles of Association. Mr Sun Yongsen, chairman of the Company, presided over
the meeting.
2. Voting on proposals
The following resolutions were passed by voting by open ballot at the meeting
after review and discussion on the proposals by the shareholders present at the
meeting:
(1) Discussed and approved the Work Report of the Board of Directors
for 2003
Consenting votes of 1,348,562,477 shares, representing 100% of the effective
voting shares (of which 1,320,000,000 shares are domestic shares accounting for
100% of the effective voting shares of the shareholders of domestic shares;
28,562,477 shares are foreign capital shares accounting for 100% of the
effective voting shares of the shareholders of B shares); dissenting votes of 0
share; abstentions of 0 share.
(2) Discussed and approved the Work Report of the Supervisory Committee for
2003
Consenting votes of 1,348,562,477 shares, representing 100% of the effective
voting shares (of which 1,320,000,000 shares are domestic shares accounting for
100% of the effective voting shares of the shareholders of domestic shares;
28,562,477 shares are foreign capital shares accounting for 100% of the
effective voting shares of the shareholders of B shares); dissenting votes of 0
share; abstentions of 0 share.
(3) Discussed and approved the Financial Accounting Statements for
2003
Consenting votes of 1,348,562,477 shares, representing 100% of the effective
voting shares (of which 1,320,000,000 shares are domestic shares accounting for
100% of the effective voting shares of the shareholders of domestic shares;
28,562,477 shares are foreign capital shares accounting for 100% of the
effective voting shares of the shareholders of B shares); dissenting votes of 0
share; abstentions of 0 share.
(4) Discussed and approved the Proposal on Allocation of Long-term Investment
Value Diminution Provision in relation to China Southern Securities Co., Ltd.
As the financial and the fund position of China Southern Securities Co., Ltd.
worsened as a result of disorderly management, inadequate internal control and
improper management, it was put under administrative receivership on 2 January,
2004. Owing to the above circumstances and according to the information on
auditing statements provided by the auditing organ of China Southern Securities
Co., Ltd., it was agreed to allocate corresponding long-term investment value
diminution provisions in the amount of RMB180,150,000.00.
Consenting votes of 1,348,562,477 shares, representing 100% of the effective
voting shares (of which 1,320,000,000 shares are domestic shares accounting for
100% of the effective voting shares of the shareholders of domestic shares;
28,562,477 shares are foreign capital shares accounting for 100% of the
effective voting shares of the shareholders of B shares); dissenting votes of 0
share; abstentions of 0 share.
(5) Discussed and approved the Proposal on Profit Distribution for
2003
The profit distribution for 2003 is as follows:
Taking the after-tax profit of the parent company in the amount of
RMB609,283,351.82 audited by the domestic accountants as the base, 10%, that is
RMB60,928,335.18, will be allocated as statutory common reserve fund and
statutory public welfare fund respectively, totalling RMB121,856,670.36. The
profit of the Company distributable to the shareholders is RMB1,736,264,021.69.
After distribution of dividend in the sum of RMB498,480,000.00 for 2002, the
undistributed profit of the Company for 2003 is RMB1,237,784,021.69.
According to the accounting statements audited by the domestic and international
accounting firms, following the principle of "whichever is lower" and taking
2.01 billion shares in the aggregate share capital of the Company at the end of
the 2003 as the base number, a cash dividend of RMB2.50 (including tax) will be
distributed per 10 shares, totalling RMB502,500,000.00.
The specific matters for distribution of profit will be announced later.
Consenting votes of 1,348,562,477 shares, representing 100% of the effective
voting shares (of which 1,320,000,000 shares are domestic shares accounting for
100% of the effective voting shares of the shareholders of domestic shares;
28,562,477 shares are foreign capital shares accounting for 100% of the
effective voting shares of the shareholders of B shares); dissenting votes of 0
share; abstentions of 0 share.
(6) Discussed and approved the Financial Budgetary Report for 2004
Consenting votes of 1,348,562,477 shares, representing 100% of the effective
voting shares (of which 1,320,000,000 shares are domestic shares accounting for
100% of the effective voting shares of the shareholders of domestic shares;
28,562,477 shares are foreign capital shares accounting for 100% of the
effective voting shares of the shareholders of B shares); dissenting votes of 0
share; abstentions of 0 share.
(7) Discussed and approved the Proposal on Re-appointment of
Accounting Firms
To reappoint Zhejiang Pan-China Certified Public Accountants and
PricewaterhouseCoopers China Limited to provide accounting statements auditing
and other relevant consultancy services to the Company for one year.
Consenting votes of 1,348,562,477 shares, representing 100% of the effective
voting shares (of which 1,320,000,000 shares are domestic shares accounting for
100% of the effective voting shares of the shareholders of domestic shares;
28,562,477 shares are foreign capital shares accounting for 100% of the
effective voting shares of the shareholders of B shares); dissenting votes of 0
share; abstentions of 0 share.
(8) Discussed and approved the Proposal on Amendments to the Articles of
Association
The Articles of Association is amended as follows:
1. To add a new article after Article 101 of the Articles of Association
"Article 102 The board of directors of the Company shall comply with the
following procedures and principles when examining and deciding on external
guarantee matters:
(1) External guarantee matters of the Company shall be put forward to the board
of directors after examination and investigation by the general manager.
Guarantee matters may only be implemented after obtaining the signature and
consent of more than two-thirds of all the members of the board of directors and
important external guarantee matters may only be implemented after obtaining the
approval of the shareholders' general meeting.
Important external guarantee matters shall be confirmed according to the amount
standard stipulated in the share listing rules of the stock exchange.
(2) Except power infrastructure projects, for example electricity, the Company
shall not directly or indirectly provide liability guarantee for guaranteed
objects with a liability/asset ratio exceeding 70%.
(3) The Company must seriously perform the information disclosure obligation for
external guarantees in strict compliance with the relevant stipulations of the
share listing rules of the stock exchange, these Articles of Association and
external information disclosure system of the Company, and provide information
on all the external guarantee matters of the Company according to the fact to
the external auditing organs appointed by the Company in accordance with the
relevant stipulations.
When the board of directors of the Company decides on the external guarantee
matters, it shall examine and investigate the following credit standards of the
guaranteed persons:
(1) independent legal person status;
(2) clear property right relationship;
(3) no possibility of termination or bankruptcy or dissolution;
(4) the financial information provided is true and complete with no material
omission;
(5) no overdue bank borrowings or unpaid interest;
(6) no other signification risks."
2. The contents of other articles of the Articles of Association have not
been changed and the articles shall be renumbered accordingly.
Consenting votes of 1,348,562,477 shares, representing 100% of the effective
voting shares (of which 1,320,000,000 shares are domestic shares accounting for
100% of the effective voting shares of the shareholders of domestic shares;
28,562,477 shares are foreign capital shares accounting for 100% of the
effective voting shares of the shareholders of B shares); dissenting votes of 0
share; abstentions of 0 shares.
3. Witnessing of lawyers
Beijing Zhong Xin Law Film has issued legal opinions regarding the meeting.
Zhong Xin Law Film is of the opinion that the convening and the procedures of
the meeting comply with the stipulations of the Company Law and the Articles of
Association and other regulatory documents; the qualifications of the personnel
attending the meeting are legal and valid; the voting procedures of the meeting
comply with the stipulations of the Company Law and the Articles of Association
and other regulatory documents; the resolutions passed at the meeting are legal
and valid.
4. Documents for inspection
(1) Resolutions of the shareholders' general meeting.
(2) Legal opinions issued by the lawyer.
Board of Directors
Zhejiang Southeast Electric Power Company Limited
13 May, 2004
This information is provided by RNS
The company news service from the London Stock Exchange
END
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