RNS Number:0481N
Zhejiang Southeast Elec Power Co Ld
02 July 2003
ZHEJIANG SOUTHEAST ELECTRIC POWER COMPANY LIMITED
ANNOUNCEMENT ON RESOLUTIONS OF THE 2002 SHAREHOLDERS' GENERAL MEETING
The Company and all the members of the Board of Directors of the Company assure
the authenticity, accuracy and completeness of this announcement and jointly and
severally accept full responsibility for any false representations, misleading
statements or material omissions contained herein.
Important matters:
1. There is no veto or amendment of proposals in the Meeting;
2. There are no newly submitted proposals for review and approval in the
Meeting.
I. The convening and the quorum of the Meeting
The shareholders' general meeting ("the Meeting") of Zhejiang Southeast Electric
Power Company Limited ("the Company") for 2002 was held on 30th June 2003 at the
Dahua Hotel in Hangzhou. 23 Shareholders or their authorized proxies ("the
Shareholders") were present at the Meeting (including --5 domestic shareholders
and 18 shareholders of B shares) representing --1,328,941,887 shares of the
Company which accounted for 66.12% of the total shares of the Company (including
1,320,000,000 domestic shares held by domestic shareholders which accounted for
100% of the aggregate issued domestic shares of the Company, and 8,941,887
shares held by shareholders of B shares which accounted for 1.30% of the total
number of the B shares of the Company, the Meeting complies with the
stipulations of Company Law and Articles of Association. Mr. Hu Jiangchao,
chairman of the Company presided over the Meeting.
II. Resolutions of Proposals
The following resolutions were passed by disclose voting at the Meeting after
review and discussion on the disposals by the shareholders present at the
Meeting:
1. Discussed and approved the report of the Board of Directors of the
Company for 2002
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders); Dissenting votes of 0 share;
Abstentions of 33,700 shares, representing 0.003% of the effective voting rights
of the shareholders (of which 0 share is domestic share; 33,700 shares are
foreign capital shares accounting for 0.38% of the effective voting rights of B
shareholders).
2. Discussed and approved the report of the Supervisory Committee of the
Company for 2002
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders); Dissenting votes of 0 share;
Abstentions of 33,700 shares, representing 0.003% of the effective voting rights
of the shareholders (of which 0 share is domestic share; 33,700 shares are
foreign capital shares accounting for 0.38% of the effective voting rights of B
shareholders).
3. Discussed and approved the financial report of the Company for 2002
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders); Dissenting votes of 0 share;
Abstentions of 33,700 shares, representing 0.003% of the effective voting rights
of the shareholders (of which 0 share is domestic share; 33,700 shares are
foreign capital shares accounting for 0.38% of the effective voting rights of B
shareholders).
4. Discussed and approved the Proposal for Distribution of Profits of the
Company
According to the financial statements for 2002 of the Company audited by
domestic and international accountants, following the principle of "whichever is
lower" of the amounts by the different accounting standards, taking the after
tax profit of the parent company totaling RMB 545,474,480.11 yuan audited by the
domestic accountant as the base of distribution, after allocating 10% to
statutory surplus common reserve fund and 10% to statutory common welfare fund
totaling RMB 109,094,896.02 yuan, plus the undistributed profit of the parent
company at the year beginning totaling RMB 812,457,756.14 yuan, the profit
distributable to shareholders of the Company for 2002 equals to
RMB1,248,837,340.23 yuan. Taking the 2.01 billion shares at the end of the year
of 2002 as the base number, the distributable cash dividend per 10 shares will
be RMB 2.48 yuan (inclusive of tax), totaling RMB 498,480,000.00 yuan.
The specific matters for distribution of profits will be announced later.
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62
of the effective voting rights of B shareholders); Dissenting votes of 0 share;
Abstentions of 33,700 shares, representing 0.003% of the effective voting rights
of the shareholders (of which 0 share is domestic share; 33,700 shares are
foreign capital shares accounting for 0.38% of the effective voting rights of B
shareholders).
5. Discussed and approved the proposed budget of the Company for 2003
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders); Dissenting votes of 0 share;
Abstentions of 33,700 shares, representing 0.003% of the effective voting rights
of the shareholders (of which 0 share is domestic share; 33,700 shares are
foreign capital shares accounting for 0.38% of the effective voting rights of B
shareholders).
6. Discussed and approved the Proposal of Re-appointment of Accountants
It is agreed to reappoint Zhejiang Pan-China Public Accountants and
PricewaterhouseCoopers China Limited as the financial audit authorities of the
Company for 2003.
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders); Dissenting votes of 0 share;
Abstentions of 33,700 shares, representing 0.003% of the effective voting rights
of the shareholders (of which 0 share is domestic share; 33,700 shares are
foreign capital shares accounting for 0.38% of the effective voting rights of B
shareholders).
7. Discussed and approved the Proposal on Amendments of Articles of
Association of the Company
It is agreed to
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders); Dissenting votes of 0 share;
Abstentions of 33,700 shares, representing 0.003% of the effective voting rights
of the shareholders (of which 0 share is domestic share; 33,700 shares are
foreign capital shares accounting for 0.38% of the effective voting rights of B
shareholders).
8. Discussed and approved the Proposal on Term-Changing Election of the
Board of Directors of the Company
Mr. Sun Yongsen, Mr. Wang Xiaosong, Mr. Shou Desheng, Mr. Xie Guoxing, Mr. Hu
Genfa, Mr. Cao Lu, Mr. Liu Ranxing, Mr. Xing Junjie, Mrs. Li Hua, Mr. Li
Jianguo, Mr. Wu Xianquan, Mr. Qian Zhongwei, Mr. Huang Dongliang, Mr. Huan
Guochang and Mr. Mao Fugen were elected as directors of the Board of Directors
of the Company by accumulative votes at the Meeting, of which Mr. Wu Xianquan,
Mr. Qian Zhongwei, Mr. Huan Guochang, Mr. Huang Dongliang and Mr. Mao Fugen are
independent directors.
(1) Mr. Sun Yongsen was elected as director of the Company
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders)
(2) Mr. Wang Xiaosong was elected as director of the Company
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders.
(3) Mr. Shou Desheng was elected as director of the Company
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders.
(4) Mr. Xie Guoxing was elected as director of the Company
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders.
(5) Mr. Hu Genfa was elected as director of the Company
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders.
(6) Mr. Cao Lu was elected as director of the Company
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders.
(7) Mr. Liu Ranxing was elected as director of the Company
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders.
(8) Mr. Xing Junjie was elected as director of the Company
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders.
(9) Mrs. Li Hua was elected as director of the Company
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders.
(10) Mr. Li Jianguo was elected to be director of the Company
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders.
(11) Mr. Wu Xianquan was elected as independent director of the
Company
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders.
(12) Mr. Qian Zhongwei was elected as independent director of the
Company
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders.
(13) Mr. Huang Dongliang was elected as independent director of the
Company
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders.
(14) Mr. Huan Guochang was elected to be independent director of
the Company
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders.
(15) Mr. Mao Fugen was elected to be independent director of the
Company
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders.
9. Discussed and approved the Proposal on Term-Changing Election of the
Supervisory Committee of the Company
Mr. Huang Lixin, Mr. Fu Muqing, Mr. Yang Jianxiong, Mr. Sun Chaoyang, Mr. Chen
Xi, Mr. Wang Jiafu and Mr. Huang Guanlin were elected as supervisors of the
Supervisory Committee of the Company at the Meeting.
(1) Mr. Huang Lixin was elected as supervisor of the Company
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders); Dissenting votes of 0 share;
Abstentions of 33,700 shares, representing 0.003% of the effective voting rights
of the shareholders (of which 0 share is domestic share; 33,700 shares are
foreign capital shares accounting for 0.38% of the effective voting rights of B
shareholders).
(2) Mr. Fu Muqing was elected as supervisor of the Company
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders); Dissenting votes of 0 share;
Abstentions of 33,700 shares, representing 0.003% of the effective voting rights
of the shareholders (of which 0 share is domestic share; 33,700 shares are
foreign capital shares accounting for 0.38% of the effective voting rights of B
shareholders).
(3) Mr. Yang Jianxiong was elected as supervisor of the Company
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders); Dissenting votes of 0 share;
Abstentions of 33,700 shares, representing 0.003% of the effective voting rights
of the shareholders (of which 0 share is domestic share; 33,700 shares are
foreign capital shares accounting for 0.38% of the effective voting rights of B
shareholders).
(4) Mr. Sun Chaoyang was elected to be supervisor of the Company
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders); Dissenting votes of 0 share;
Abstentions of 33,700 shares, representing 0.003% of the effective voting rights
of the shareholders (of which 0 share is domestic share; 33,700 shares are
foreign capital shares accounting for 0.38% of the effective voting rights of B
shareholders).
(5) Mr. Chen Xi was elected as supervisor of the Company
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders); Dissenting votes of 0 share;
Abstentions of 33,700 shares, representing 0.003% of the effective voting rights
of the shareholders (of which 0 share is domestic share; 33,700 shares are
foreign capital shares accounting for 0.38% of the effective voting rights of B
shareholders).
(6) Mr. Wang Jiafu was elected as supervisor of the Company
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders); Dissenting votes of 0 share;
Abstentions of 33,700 shares, representing 0.003% of the effective voting rights
of the shareholders (of which 0 share is domestic share; 33,700 shares are
foreign capital shares accounting for 0.38% of the effective voting rights of B
shareholders).
(7) Mr. Huang Guanlin was elected as supervisor of the Company
Consenting votes of 1,328,908,187 shares, representing 99.997% of the effective
voting rights of the shareholders (of which 1,320,000,000 shares are domestic
shares accounting for 100% of the effective voting rights of the domestic
shareholders; 8,908,187 shares are foreign capital shares accounting for 99.62%
of the effective voting rights of B shareholders); Dissenting votes of 0 share;
Abstentions of 33,700 shares, representing 0.003% of the effective voting rights
of the shareholders (of which 0 share is domestic share; 33,700 shares are
foreign capital shares accounting for 0.38% of the effective voting rights of B
shareholders).
III. Notarization and witness of lawyer
1. Zhejiang Provincial Notary Public Office has certified the meeting.
2. Beijing Zhong Xin Law Firm has issued a legal opinion regarding the
Meeting. Zhong Xin Law Firm is of the opinion that the convening and the
procedure of the Meeting comply with the stipulations of the Company Law and the
Articles of Association and other regulatory documents; The qualifications of
the officers 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.
IV. Documents for inspection
1. Resolutions of Shareholders' General Meeting.
2. Notary Letter and Legal Opinion issued by the lawyer.
Board of Directors
Zhejiang Southeast Electric Power Company Limited
2nd July 2003
This information is provided by RNS
The company news service from the London Stock Exchange
END
RAGUUOOROKRBRRR