Saudi Industrial Development Company (SIDC) invites all its valued shareholders to attend The Ordinary General Assembly (First Meeting) by Means of Modern technology.
Element List Explanation
Introduction
The Board of Directors of Saudi Industrial Development Company
“SIDC” is pleased to invite the valued shareholders to attend the Ordinary General Assembly Meeting No.37 to be held by Means of Modern Technology at 18:30 on Thursday 19/11/1444AH (Umm Al-Qura Calendar) corresponding to 08/06/2023AD.
City and Location of the General Assembly's Meeting
SIDC Head Office – Jeddah, Prince Mohamed bin Abdulaziz St. (by Means of Modern technology) .
URL for the Meeting Location https://www.tadawulaty.com.sa Date of the General Assembly's
Meeting 19/11/1444AH. corresponding to 08/06/2023AD Time of the General Assembly's
Meeting 18:30
Attendance Eligibility
Shareholders registered in the Issuer’s Shareholders Registry in the Depository Centre at the end of the Trading Session preceding the General Assembly’s Meeting as per Laws and Regulations.
Quorum for Convening the General Assembly's Meeting
The Ordinary General Assembly Meeting shall be valid if attended by shareholders representing at least 25% of the Company’s capital. In the absence of a quorum required for holding this meeting, a second meeting will be held one hour after the end of the period specified for the first meeting. The second meeting shall be valid regardless of the number of shares represented.
General Assembly Meeting Agenda (Attached)
Proxy Form (Attached)
Shareholders' right to discuss the topics on the Assembly agenda, to ask questions and how to vote (with details of the electronic voting feature, if any)
Shareholders have the right to discuss the topics on the Assembly's agenda and ask questions
Shareholders registered in Tadawulaty will be able to vote electronically on the Assembly Agenda. Electronic voting will start from 01.00 a.m. of Monday 16/11/1444AH. corresponding to 05/06/2023AD and will last until the end of the Assembly time.
Registration and voting will be available free of charge to all shareholders using the following link: (www.tadawulaty.com.sa)
Eligibility for Attendance Registration and Voting
Eligibility for registering to attend Assembly ends upon convening Assembly’s Meeting. Eligibility for voting on the agenda of the meeting ends upon the Counting Committee concludes counting of the votes.
Method of Communication
In the event of an inquiry, you may contact Shareholders Relations on tel. No. 012-6102222 or mobile (0504660400) during company office hours from Sunday until Thursday from 08.00 a.m. to 05.00 p.m.
Inquiries about Assembly Agenda may also be sent through email:
[email protected] Attached Documents
Date: 04/09/1444AH.
Corres. to: 26/03/2023AD
Annual Report of the Audit Committee For the year ended 31/12/2022AD
Respectful Shareholders of the Saudi Industrial Development Company “SIDC”
Greetings,
The Audit Committee of SIDC is pleased to present to the esteemed shareholders its Annual Report for the year ended 31/12/2022AD with the details of all activities carried out within the scope of its authority in accordance with Article (38) of the company bylaws Article (8) and Article (11) of its Work Regulations approved by the 3rd Ordinary General Assembly of the company’s shareholders held on 22/10/1438AH corresponding to 16/07/2017AD. During the financial year 2022AD, Audit Committee held (12) meetings through modern means of technology, in the company Head office and in the subsidiary companies’ office. During these meetings preliminary annual financial statements, annual financial statements, internal audit work, External Auditor work as well as degree of compliance were discussed.
Following is a summary of the most important tasks and responsibilities of the Audit Committee during the year 2022 AD.
First: Financial Reports:
• Examined Preliminary and annual financial statements before submitting them to the Board of Directors for approval and give recommendations regarding their integrity, fairness, integrity, transparency.
• Give technical opinion – when requested by the Board – to ensure that Board Report and company financial statements are fair, balanced, understandable and is inclusive of all information to enable shareholders and investors to assess the company financial position, performance, business model, and strategy.
• Examine any important or unfamiliar issue in the financial report.
• Carefully examine any issue raised by the Financial Manager or External Auditor.
• Examine and review accounting/ financial estimates especially in essential matters reported in the Financial Reports.
• Examine financial policy implemented by the company and give recommendation thereof to the Board of Directors.
Second: Internal Audit
• Control and supervise Internal Audit Department of the company to ensure availability and efficiency of necessary resources to perform assigned tasks.
• Examine, review, and approve the Annual Work Plan for the Internal Audit Department.
• Examine and review Internal Audit systems and risk management of the company.
• Examine and review the Internal Audit Reports and follow-up implementation of corrective procedure for all issues reported and notify the Board of Directors of substantive points (If any).
Third: External Audit:
The Committee presented a recommendation to the Thirty-Six Ordinary General Assembly of the company shareholders in the meeting held 18/12/1443AH corresponding to 17/07/2022AD to appoint one of the followings in sequential order and in accordance with the quoted fees to undertake examination and audit of the preliminary and annual financial statements for the following periods:
1. 2nd, and 3rd, quarter for the year 2022AD.
2. Annual Financial Statements for the year 2022.
3. 1st, Quarter of the year 2023AD.
Sl. #. External Auditor Fees ( S.Riyal)
1 Ibrahim AlBassam & Company, Certified Accountants
(AlBassam & Company) 160,000
2 Md. AlAmri & Company (Certified Accountants) 310,000
• Examine External Auditors’ scope of work, terms of contract and verify their independence, objectivity, fairness, and effectiveness of the audit work considering all relevant rules and criteria.
• Examine Audit Plan and Audit work to ensure that no technical and/or administrative tasks outside the designated scope of work are included and give opinion thereof.
• Examine and review External Auditor Report and observations related to financial statements and follow up action taken to rectify and reply to his queries.
Fourth: Compliance Review:
• Review the company's proposed contracts and dealings with related parties, submit its views and opinions thereon to the Board of Directors, review the limited inspection report of related parties prepared by the auditor, which includes the report of the Chairman of the Board on the transactions carried out with related parties during the year and make recommendations, if any.
• Verify the company's compliance with the relevant regulations, systems, policies, and instructions.
Results of the annual audit of the effectiveness and procedures of the internal control system:
Based on the results of internal and external audits through reports submitted to the Committee during the year, as well as information provided by management to the Committee regarding the internal control system the Committee affirms that the internal control procedures in place fulfill company purposes and protect its interests and further affirms that corrective action have been taken with regard to all important observations and recommendations made by the Internal Audit Department. Accordingly, the Committee had found no material shortcomings in the internal control system or any contradictions between committee’s recommendations and the Board of Directors.
Signed
Nasser bin Mishari Alfurhood Chairman, Audit Committee
Ref. 02/T/23
Date: 28/08/1444AH Corresp.: 20/03/2023
Recommendation of the Audit Committee of the Saudi Industrial Development Company “SIDC”
to the Ordinary General Assembly of Company Shareholders regarding Nomination of an External Auditor to the company
The Audit Committee of the company following deliberations in its 1st, meeting for the year 2023AD dated 28/08/1444AH. corresponding to 20/03/2023AD and with the authority given in its internal regulations as approved by the Ordinary General Assembly of the company shareholders invited several Audit bureaus registered in the Capital Market Authority to submit quotations to examine and audit the preliminary and annual financial statements of the company effective 2nd, quarter of the year 2023AD through to the 1st, quarter of the year 2024AD.
The Recommendation:
After careful study, and technical as well as professional evaluation of the bidding audit bureaus, in accordance with acceptable standards, Committee recommends to the Ordinary General Assembly of the company shareholders to appoint one of the names mentioned in sequential order according to the amount of fees corresponding to each of them to examine and audit the financial statements of the company as follows:
1. Preliminary Financial Statements for the 2nd and 3rd, quarter of the year 2023AD.
2. Annual Financial Statement for the year 2023AD.
3. Preliminary financial statements or the 1st, quarter of the year 2024AD.
SL. #. External Auditor Fees ( S.Riyal)
1 Md. AlAmri & Company (Certified Accountants) 285,000
2 KPMG Professional Consultancies 490,000
Signed
Nasser bin Mishari Alfurhood Chairman, Audit Committee
Respected Shareholders of the Saudi Industrial Development Company “SIDC”
Thirty-seventh Ordinary General Assembly Greetings,
As stipulated in article 71 of the Companies Law, I would like to inform you of the business and contracts executed on the Company's account during the financial year 2022AD, in which the members of the Board of Directors have an indirect interest:
Date: 21/10/144AH Corres.: 11/05/2023AD
Agreement Related Party Nature & Business Conditions Amount in SAR
2022AD Duration
Contract for transfer, handling, and storage services
Emmdad Logistic Services Company Ltd in which two members of the Board of Directors, Mr. Ahmed Abdullah Alkanhal and Mr.
Ibrahmi Alhomaidhi indirectly own shares.
Global Marketing Company for Sleeping System Ltd. "Sleep High". a (subsidiary) has entered into an agreement with Emmdad Logistic Services Company Ltd for the transfer, handling, and storage of Sleep High products in accordance with the number of trips carried out, the quantity of products and storage space leased.
6,040,636
Three years started on 01/07/2019 AD and ended on 30/06/2022AD.
Contract for transfer, handling, and storage services
Emmdad Logistic Services Company Ltd in which two members of the Board of Directors, Mr. Ahmed Abdullah Alkanhal and Mr.
Ibrahmi Alhomaidhi indirectly own shares.
Global Marketing Company for Sleeping System Ltd. "Sleep High". a (subsidiary) has entered into an agreement with Emmdad Logistic Services Company Ltd for the transfer, handling, and storage of Sleep High products in accordance with the number of trips carried out, the quantity of products and storage space leased.
5,677,968
Three years started on 01/07/2022 and will expire on 30/06/2025AD.
Contract for transfer, handling, and storage services
Emmdad Logistic Services Company Ltd in which two members of the Board of Directors, Mr. Ahmed Abdullah Alkanhal and Mr.
Ibrahmi Alhomaidhi indirectly own shares.
SIDC Ceramic Factory “CASAVIA”
a (branch of the company) has entered into an agreement with Emmdad Logistic Services Company Ltd for the transfer, handling, and storage of Sleep High products in accordance with the number of trips carried out, the quantity of products and storage space leased.
436,493
Three years started on 01/07/2019 AD and ended on 30/06/2022AD.
Contract for transfer, handling, and storage services
Emmdad Logistic Services Company Ltd in which two members of the Board of Directors, Mr. Ahmed Abdullah Alkanhal and Mr.
Ibrahmi Alhomaidhi indirectly own shares.
SIDC Ceramic Factory “CASAVIA”
a (branch of the company) has entered into an agreement with Emmdad Logistic Services Company Ltd for the transfer, handling, and storage of Sleep High products in accordance with the number of trips carried out, the quantity of products and storage space leased.
437,986
Three years started on 01/07/2022 and will expire on 30/06/2025AD.
Total transaction volume during 2022AD 12,593,083 SAR
An External Auditor for the company was appointed to report on these works and contracts in accordance with the statutory requirements. The vote was previously taken at the 31st, Ordinary General Assembly held on 20/08/1440AH corresponding to 25/04/2019AD and therefore:
1. Approval of the works and contracts to be concluded between (Global Marketing Company for Sleeping System Ltd. "Sleep High". - subsidiary) and (Emmdad Logistic Services Company Ltd - subsidiary), which is the transfer, handling, and storage of "Sleep High products according to the number of trips carried out, the quantity of products transferred, and storage space leased in an expected annual amount of (12,394,800) for the contract period from 01/07/2019 until 30/06/2022AD.
2. Approval of the works and contracts to be concluded between (SIDC Ceramics Factory - Company Branch) and (Emmdad Logistic Services Company Ltd - subsidiary - subsidiary), which is the transfer, handling and storage of
"SIDC Ceramics Factory" products according to the number of trips carried out, the quantity of products and storage space leased in an expected annual amount (SAR 854,175) for the contract period from 01/07/2019AD until 30/06/2022AD.
The thirty-fifth Ordinary General Assembly, held on 17/11/1443 AH corresponding to 16/06/2022AD voted as follows:
1. Approval of the works and contracts to be concluded between (Global Marketing Company for Sleeping System Ltd. "Sleep High". - - subsidiary) and (Emmdad Logistic Services Company Ltd – a subsidiary), which is the transfer, handling, and storage of "Sleep High" products according to the number of trips carried out, the quantity of products and storage space leased in an expected annual amount of SAR (12,665,000) for the contract period from 01/07/2022 to 30/06/2025.
2. Approval of the works and contracts to be concluded between (SIDC Ceramics Factory - Company Branch) and (Emmdad Logistic Services Company Ltd - subsidiary), which is the transfer, handling and storage of "SIDC Ceramics Factory" products according to the number of trips carried out and the quantity of products and storage space leased in an expected annual amount of SAR (1,004,000) for the contract period from 01/07/2022AD to 30/06/2025AD.
Please Accept my best Regards
Abdulelah bin Muhammad Al-Asaker Chairman of the Board of Directors
