Tianjin Guangyu Development Co.Ltd(000537) 2022 second extraordinary general meeting of shareholders
meeting
Discuss
material
material
April 2022
catalogue
1. Proposal on the outline of the 14th five year plan for development 2 Proposal on Amending the articles of association and relevant rules of procedure
Motion 1
Tianjin Guangyu Development Co.Ltd(000537)
Proposal on the outline of the 14th five year development plan, shareholders and shareholder representatives:
Tianjin Guangyu Development Co.Ltd(000537) (hereinafter referred to as “the company”) based on the strategic positioning of the new energy industry, has prepared the outline of the 14th five year plan for development, and now the relevant information is reported as follows:
1、 Guiding ideology
Guided by Xi Jinping the thought of socialism with Chinese characteristics for a new era, fully implement the spirit of the 19th CPC National Congress and all previous plenary sessions of the 19th CPC National Congress, deeply implement the new strategy of “four revolutions and one cooperation” for energy security, give play to the “six forces” of state-owned enterprises, and realize the leapfrog development of green energy through technological innovation, industrial upgrading, opening-up and cooperation, so as to create a model and benchmark for practicing green development and demonstrating political responsibility, Contribute wisdom and strength to promoting the construction of ecological civilization, realizing sustainable development and building a powerful socialist modern country.
2、 Strategic positioning
One belt, one road, China’s strategy of “dual carbon” strategy, and the enterprise mission of promoting green development and building a beautiful China is based on the global energy Internet and the “one belt and one way” strategy. With the idea of “planting the foundation, leading the model and developing the characteristics”, we will study and expand the new mode of the new industry, promote the extension of the industrial chain, and move the value chain towards the high end, so as to create a comprehensive green energy service industry cluster with excellent assets and outstanding performance. Guard the security of power grid, promote the integration of three networks, and be a first-class green energy creator who plays a role and adds color to the country.
3、 Development goals
By the end of the 14th Five Year Plan period, the company has built and operated an installed capacity of 30 million KW. 4、 Development direction
Around China’s one belt, one road plan for 14th Five-Year and the future target for 2035, we plan to design large-scale wind power photovoltaic base and offshore wind power base project in China. We will accelerate the transformation and upgrading of industries through the establishment and purchase of the power grid and cooperate with other countries. We will form an industrial layout with the same land, multiple energy and technology and energy, and implement the concept of global energy Internet development overseas. Choose the opportunity to steadily expand the overseas market and realize the development of base, scale, lean and internationalization.
5、 Development strategy
1. Systematic planning of large-scale wind power photovoltaic base
According to the national new energy planning and power grid planning, comprehensively consider the factors of wind, light, land resources, transmission and consumption in all provinces and regions, and optimize the site of large-scale scenery base. Closely follow up the project allocation of the first batch of large-scale wind power photovoltaic bases in deserts, Gobi and desert areas, and systematically plan the application, development and construction of the second batch of large-scale bases.
2. Planning and developing large offshore wind power projects
Taking the construction of Shantou Zhongpeng 2 1 million KW scientific and technological innovation demonstration wind farm as the starting point, build a large-scale and clustered million KW offshore wind power base in eastern Guangdong, and simultaneously expand offshore wind power in western Guangdong, Fujian and Hainan. Relying on Dongtai and Rudong offshore wind power projects, expand Jiangsu regional offshore wind power resources. Study and demonstrate the pilot project of integrated development of offshore wind power and marine pasture, and strive for a breakthrough in offshore wind power in Shandong. Actively strive for high-quality offshore wind power resources in Zhejiang, Liaoning and other regions.
3. Comprehensively promote parity and bidding projects
According to the national and provincial new energy parity and bidding allocation schemes, and in combination with the power price level, resource conditions, land red line, delivery conditions and other factors of each province, do a good job in the preliminary work and benefit calculation of the project, participate in project application and bidding, and obtain project resources. Follow up the “distributed photovoltaic in the whole county”, “wind control action in thousands of villages and townships” and “Sunshine Action in thousands of households” implemented by the national energy administration, and explore and participate in the development of high-quality projects.
4. Actively obtain UHV supporting projects
Combined with the planning of UHV transmission line, strengthen the connection with the power grid at the sending end and receiving end, grasp the progress of UHV project in real time, plan ahead, and obtain resources in various ways.
5. Accelerate the “new energy +” project
Promote the “green energy +” project in combination with local agriculture, animal husbandry and ecological governance. In the northwest and other regions, photovoltaic + desert, Gobi, desert, photovoltaic + animal husbandry projects will be developed and constructed in combination with the local ecological environment. In areas with limited land resources such as the central and eastern regions, we will deeply tap the potential of land resources and implement projects of agricultural light complementarity, forest light complementarity and fishery light complementarity. We will build centralized wind power and photovoltaic power in poverty-stricken areas such as the central and western regions with resources to support the large-scale development of clean energy in the county. Implement projects such as “new energy + ecological restoration and mine treatment” in saline alkali land, mining and coal mining subsidence areas in the middle and East.
6. Steadily promote high-quality project M & A
Adhere to the principle of focusing on myself and ensuring income, and steadily promote the M & A of high-quality projects.
7. Cultivate and develop emerging industries
Actively carry out technological innovation, business type innovation and business model innovation, improve the green energy industry chain and strive to be the “chain leader” of the industry chain. Accelerate the positioning of data center and implement the “new energy + data center” project; Invest in pumped storage projects and strive for supporting resources; Seize the opportunity of geothermal development in the 14th five year plan, promote medium and high temperature geothermal utilization projects, master core technologies, and gradually become a participant and leader in geothermal energy development. 8. Build a power sales business platform
Vigorously promote the power sales business, develop upstream power generation enterprises and downstream power customers, expand the scale of customers, and quickly spread the power sales business throughout the country. Based on the power purchase and sale business, we will expand the incremental distribution network, shore power, green power transaction, green card transaction and other businesses, and make multi-point efforts to build a first-class power sale business platform in China.
9. Vigorously implement scientific and technological innovation
Focus on building a new power system with new energy as the main body, focus on new power generation, flexible DC transmission and other technologies, master core technologies, and create a “source” of original green energy technologies. Follow up the market-oriented advanced energy storage technology, pilot the application of new energy storage, and improve the industrial peak shaving capacity. Combined with the technical problems existing in the early stage, capital construction and production fields, the R & D of “integrated mechanical load calculation platform for large wind turbine units” and “main power supply fan converter technology” are implemented through independent, joint or outsourcing, so as to break through the bottleneck of foreign industrial software in the wind power industry.
10. Choose the opportunity to expand overseas projects steadily
We should carry out one belt, one road strategy, strengthen strategic coordination with relevant cooperation units, take into account resources potential, political stability, China relations, business environment and other factors, choose to expand overseas markets safely and focus on clean energy bases in quality regions. 6、 Business layout
1. Layout of China
Northwest China, including Xinjiang, Gansu, Ningxia, Qinghai, Shaanxi and other regions, makes full use of the rich advantages of local land and scenery resources, and systematically plans large-scale wind power photovoltaic base projects by means of combined thermal power, supporting new energy storage and UHV line planning with the goal of giving full play to the complementary role of multi energy generation and improving the utilization rate of renewable energy.
North China and Northeast China are centered on Inner Mongolia and Hebei, radiating from northeast to Liaoning and Jilin and extending from southwest to Shanxi. Large base projects in desert, Gobi and desert are mainly arranged in Inner Mongolia, and conventional wind power photovoltaic projects are developed and constructed in other regions. East China, with Jiangsu as the center and expanding to Shandong and Zhejiang, has developed regional economy, concentrated load and strong power grid. It can optimize and integrate the resource elements of local power supply side, power grid side and load side, and plan the integration of “source, network, load and storage” and “photovoltaic +” projects around the needs of load centers such as industrial parks and urban business districts. Taking Guangdong as the center, South China will expand to the coastline, adopt the coordinated development mode of “simultaneous development of sea and land and simultaneous development of three places”, build far-reaching large-scale offshore wind power projects based on flexible DC transmission technology, explore the extension to Fujian, Guangxi and Hainan, and focus on the layout of offshore wind power.
2. Overseas layout
Practice one belt, one road strategy and develop overseas projects. In accordance with the general principle of seeking progress while maintaining stability, seize the opportunities of multilateral and bilateral economic and trade cooperation such as joining the regional comprehensive economic partnership agreement (RCEP), rely on relevant strategic cooperation units, give full play to their overseas resources and project experience advantages, comprehensively consider resource potential, political stability, relations with China, business environment and other factors, and adhere to the principles of cooperation priority, key breakthroughs and point to area, so as to achieve project breakthroughs in high-quality regions.
3. Layout of emerging industries
Take innovation as the guide, increase investment in scientific research and demonstration projects in emerging industries, master core technologies, create a source of original green energy technologies, innovate business models, and cultivate and expand emerging industries. Explore and study new application technologies of geothermal energy, pilot the development of medium and deep geothermal energy, and gradually expand the application area. Actively participate in the national “counting from the east to the west” project, actively promote the construction of data center, explore the implementation of green power direct supply, and help the construction of national digital economy. Seize the opportunity of power reform, take the lead in carrying out power sales business in Hebei, Shandong and other regions, gradually roll out and build a power sales business platform. Deeply study carbon inventory, carbon trading, carbon finance, carbon consulting, carbon capture, utilization and storage, cooperate with industry institutions, actively layout the carbon market and innovate business models.
7、 Safeguard measures
First, establish external think tank guarantee through strategic cooperation with relevant parties. Second, establish a professional project development team, strengthen the introduction of professional talents, strengthen the improvement of professional quality, and form the guarantee of organizational talents. Third, through the introduction of war investment funds and refinancing, we can form the fund guarantee for industrial development. Fourth, establish and improve the system and process system of industrial development, infrastructure construction and production, and strengthen the management and guarantee ability. Fifth, build a systematic assessment and incentive mechanism through the implementation of business performance index assessment, special assessment, equity incentive and other measures.
All shareholders and their representatives are invited to review.
Tianjin Guangyu Development Co.Ltd(000537) board of directors
April 7, 2022
Motion II
Tianjin Guangyu Development Co.Ltd(000537)
Proposal on Amending the articles of association and relevant rules of procedure, shareholders and shareholder representatives:
According to the regulatory requirements and the actual business needs of Tianjin Guangyu Development Co.Ltd(000537) (hereinafter referred to as “the company”), it is proposed to revise and improve the relevant contents of the articles of association, the rules of procedure of the general meeting of shareholders and the rules of procedure of the board of directors. The relevant information is reported as follows:
1、 Purpose of revision
In January 2022, the CSRC and the Stock Exchange issued a series of regulatory rules, which put forward new requirements for the articles of association of listed companies, the general meeting of shareholders and the operation of the board of directors. In order to ensure the synergy and consistency between the articles of association and relevant rules of procedure and the latest regulatory requirements and the actual main business after the reorganization of the company, in accordance with the guidelines for the articles of association of listed companies (revised in 2022), the stock listing rules of Shenzhen Stock Exchange (Revised in 2022), the rules for the general meeting of shareholders of listed companies (revised in 2022) and the actual development needs of the new energy industry, It is proposed to revise and improve the articles of association and relevant rules of procedure. The revised contents of the articles of association include four aspects, involving 16 articles; The revision of the rules of procedure of the general meeting of shareholders includes three aspects, involving eight articles; The revision of the rules of procedure of the board of directors includes two aspects, involving two articles.
2、 Specific revision
(I) amendment to the articles of Association
1. Business scope of the company
According to the actual business after asset replacement, it is proposed to adjust the business scope of the company to: power generation business, power transmission business and power supply (distribution) business; Research and development of emerging energy technologies; Energy storage technology services; Energy conservation management services; Operation of electric vehicle charging infrastructure; Environmental protection consulting services; Ecological restoration and ecological protection services; Manufacturing of special equipment for electrical machinery; Electrical equipment repair; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Mechanical equipment leasing. (final subject to industrial and commercial registration)
2. Functions and powers of the general meeting of shareholders
According to the latest regulatory requirements of the CSRC and Shenzhen Stock Exchange, the terms of reference of the general meeting of shareholders are supplemented and improved from five aspects: first, the “Employee Stock Ownership Plan” is added; The second is to add some major guarantees, that is, “the guarantee amount of the company in one year exceeds 30% of the latest audited total assets” and “any guarantee provided after the total guarantee amount exceeds 30% of the company’s latest audited total assets”; Third, add some major transactions, that is, “transactions in which the net assets involved in the subject matter of the transaction (such as equity) account for more than 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan (if the net assets involved in the transaction have both book value and assessed value, the higher one shall prevail)”; Fourth, add a new “spin off” (listing) and take it as a special resolution of the general meeting of shareholders; Fifth, add “external donation” as the authorization of the general meeting of shareholders to the board of directors, require the board of directors to determine the authority of external donation, and clarify that the board of directors must be authorized by the general meeting of shareholders when making a resolution on external donation.
3. Requirements for senior management performance
First, further clarify the responsibilities of senior executives and require that “senior managers of the company shall faithfully perform their duties and safeguard the best interests of the company and all shareholders”; The second is to emphasize the personnel independence between the company and the controlling shareholders, and clearly require that “the senior managers of the company are only paid in the company and not paid by the controlling shareholders”.
4. Amendments to other provisions
Comprehensively consider the latest regulatory requirements and the actual business of the company, and further standardize the expression of some terms. The “on-site notice” or “on-site voting method” of the shareholders’ meeting shall be combined with the “on-site voting method” in the network, and the time of the shareholders’ meeting shall be specified; Second, expand the scope of the main body of soliciting voting rights, “shareholders holding more than 1% of voting shares and investor protection institutions can be the main body of publicly soliciting shareholders’ voting rights”; Third, adjust the validity period of the audit / evaluation report of some transactions from “audit deadline / evaluation benchmark date from the signing date of the agreement” to “audit benchmark date / evaluation benchmark date from the convening date of the general meeting of shareholders to consider relevant transactions”; Fourth, the “Securities Times”, “China Securities News” and “Shanghai Securities News” in Article 186 are revised to “the media designated by the company that meet the conditions for information disclosure in the securities market”; Fifthly, the “Tianjin Administration for Industry and commerce”, the approval and registration authority of the articles of association, was revised to “administrative department for Industry and commerce”.
(II) amendment to the rules of procedure of the general meeting of shareholders
1. Functions and powers of the general meeting of shareholders
According to the latest regulatory requirements of the CSRC and the Shenzhen Stock Exchange
