Notice of the 2022 first EGM

RNS Number : 0599Y

SDIC Power Holdings Co., LTD

11 January 2022

SDIC Power Holdings CO., LTD.

(GDR under the symbol: "SDIC")

NOTICE OF THE 2022 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2022 First Extraordinary General Meeting of SDIC Power Holdings CO., LTD. will be held at Room 207, No.147 Xizhimen Nanxiao Street, Xicheng District, Beijing, the PRC, on Friday 28 January 2022 at 14:00 p.m., for the purpose of considering, and if thought fit, passing the following resolution.

ORDINARY RESOLUTION

1. To consider and approve the Proposal on the Estimated Ordinary Transactions with Related Parties of the Company for 2022

SPECIAL RESOLUTION

2. To consider and approve the Proposal on Changing the Registered Capital and Revising the Articles of Association

The Board of Directors of SDIC Power Holdings CO., LTD.

January 11, 2022

The resolutions hereunder contain the English translation of the Chinese version of "Meeting materials for the 2022 First Extraordinary General Meeting" as published on the website of the Shanghai Stock Exchange, and are provided for your reference only. In case of discrepancy between the Chinese version and the English version, the Chinese version shall prevail.

Proposal I

Proposal on the Estimated Ordinary Transactions with Related Parties of the Company for 2022

Dear shareholders and shareholder representatives:

Based on the needs of operation, it is expected that the Company and its holding subsidiaries will have ordinary related-party transactions with its controlling shareholder, State Development & Investment Corp., Ltd. (hereinafter referred to as "SDIC") and its holding subsidiaries in 2022, such as deposits and loan transactions, receiving labor services provided by related parties, and selling goods to related parties. The details are hereby provided as follows:

I. Basic Information of Related-party Transactions

(I) Execution of ordinary related-party transactions in 2021

Type of related-party transaction	Related party	Estimated amount of last year (previous period)	Actual amount of last year (previous period)	Reasons for significant difference between the estimated amount and the actual amount
Deposit with the finance company of the related party	SDIC Finance Co., Ltd.	Daily average deposit balance not more than RMB 10 billion	Daily average deposit balance of RMB 5.655 billion	The estimate was made on the basis of the Company's business development and fund balancing.
Loan transaction with the related party	SDIC and its controlled subsidiaries	Not more than RMB 15 billion	RMB 10.1 billion	The estimate was made on the basis of the Company's business development and fund balancing.
Deposit (foreign currency) with overseas fund management platform of the related party	Rongshi International Treasury Management Co., Ltd.	Daily average deposit balance not more than equivalent USD 1 billion	Daily average deposit balance of USD 15.173 million	The estimate was made on the basis of the Company's overseas business development and fund balancing.
Loan transaction with the related party (foreign currency)	Rongshi International Treasury Management Co., Ltd.	Not more than equivalent USD 1 billion	USD 0.5 billion	The estimate was made on the basis of the Company's overseas business development and fund balancing.
Receiving labor services provided by the related party	SDIC Property Management Co., Ltd.	Not more than RMB 800 million	RMB 4 million	Not applicable
	SDIC Human Resources Service Co., Ltd.		RMB 200,000	Not applicable
	SDIC Traffic Holding Co., Ltd.		RMB 221 million	Not applicable
	SDIC Intelligence Co., Ltd.		RMB 3 million	Not applicable
	SDIC Finance Co., Ltd.		RMB 17 million	New
	Beijing Yahua Real Estate Development Co., Ltd.		RMB 11.4117 million	New
	China National Investment and Guaranty Corporation		RMB 127,00	New
	China SDIC Gaoxin Industrial Investment Corp., Ltd.		RMB 16,000	New
	SDIC Mining Investment Co., Ltd.		RMB 14,100	New
	SDIC Testing & Certification Co., Ltd.		RMB 92,700	New
	SDIC Health Industry Investment Co., Ltd.		RMB 4,800	New
	Xiamen Meiya Pico Information Co., Ltd.		RMB 435,600	New
Selling goods to the related party	SDIC Traffic Holding Co., Ltd.	Not more than RMB 400 million	RMB 211 million	Not applicable
Selling goods to the related party	SDIC Mining Investment Co., Ltd.	Not more than RMB 400 million	RMB 7.38 million	New

(II) Estimated amount and types of current related-party transactions in 2022

Type of related-party transaction	Related party	Current estimated amount	Proportion in similar businesses (%)	Actual amount of last year
Deposit with the finance company of the related party	SDIC Finance Co., Ltd.	Daily average deposit balance not more than RMB 10 billion	Daily average deposit balance of RMB 5.655 billion	The estimate was made on the basis of the Company's business development and fund balancing.
Loan transaction with the related party	SDIC and its controlled subsidiaries	Not more than RMB 15 billion	RMB 10.1 billion	The estimate was made on the basis of the Company's business development and fund balancing.
Deposit (foreign currency) with overseas fund management platform of the related party	Rongshi International Treasury Management Co., Ltd.	Daily average deposit balance not more than equivalent USD 1 billion	USD 15.173 million	The estimate was made on the basis of the Company's overseas business development and fund balancing.
Loan transaction with the related party (foreign currency)	Rongshi International Treasury Management Co., Ltd.	Not more than equivalent USD 1 billion	USD 0.5 billion	The estimate was made on the basis of the Company's overseas business development and fund balancing.
Receiving labor services provided by the related party (coal storage and transportation, consultation service, software and hardware procurement)	SDIC and its controlled subsidiaries	Not more than RMB 800 million	RMB 257 million	SDIC Genting Meizhouwan and SDIC Qinzhou are expected to have some coal storage and unloading costs; SDIC Qinzhou is expected to have metal detection and heat treatment costs; Some service fees will be incurred with SDIC Human Resources Service Co., Ltd., SDIC Property Management Co., Ltd. and other affiliates.
Selling goods to the related party (sales of electricity, coal unloading service, etc.)	SDIC and its controlled subsidiaries	Not more than RMB 400 million	RMB 218 million	Coordinated development with affiliates; considering the influence of changes in the electricity market; and estimates related to carbon emissions permit trading, new electricity sales agency service, etc.

II. Introduction of and Relationships with Related parties

(I) Introduction of related parties

1. State Development & Investment Corp., Ltd.

Company Name	State Development & Investment Corp., Ltd.
Nature	Limited liability company (wholly state-owned)
Legal Representative	Bai Tao
Date of Establishment	April 14, 1995
Registered Capital	RMB 33.8 billion
Address	International Investment Plaza, 6-6 Fuchengmen North Street, Xicheng District, Beijing
Scope of Business	Managing state-owned assets within the scope of authority by the State Council and conducting related investment businesses; investment and investment management in such fields as energy, transportation, chemical fertilizer, high-tech industry, financial service, consulting, guarantee, trade, biomass energy, pension industry, big data, medical treatment and health, as well as inspection and testing; asset management; economic information consulting; technical development and technical services. (The enterprise is allowed to operate items at its own option and perform related business activities in accordance with laws; As for items required to be approved in accordance with laws, business activities shall be performed as approved by relevant authorities; it is not allowed to be engaged in business activities prohibited and restricted by the municipal industrial policies.)

2. SDIC Finance Co., Ltd.

Company Name	SDIC Finance Co., Ltd.
Nature	Other limited liability company
Legal Representative	Li Xurong
Date of Establishment	February 11, 2009
Registered Capital	RMB 5 billion
Address	18/F, No. 2 Fuchengmen North Street, Xicheng District, Beijing
Scope of Business	Providing financial and financing consulting, credit authentication and related consulting and agency services for member companies; assisting member companies in collections and payments; approved insurance brokerage; providing guarantee for member companies; addressing entrusted loans and entrusted investments among member companies; addressing bill acceptance and discounting for member companies; addressing internal transfer settlements and corresponding settlement and clearance plan design for member companies; absorbing deposits of member companies; handling loan and financing license for member companies; engaging in inter-bank borrowing; issuing bonds of financial companies with approval; underwriting corporate bonds of member companies; investing in equities of financing institutions; investing in securities; buyer's credit for products of member companies. (The enterprise is allowed to operate items at its own option and perform related business activities in accordance with laws; As for items required to be approved in accordance with laws, business activities shall be performed as approved by relevant authorities; it is not allowed to be engaged in business activities prohibited and restricted by the municipal industrial policies.)

3. SDIC Property Management Co., Ltd.

Company Name	SDIC Property Management Co., Ltd.
Nature	Other limited liability company
Legal Representative	Han Song
Date of Establishment	May 16, 2001
Registered Capital	RMB 100 million
Address	International Investment Plaza, 6-6 Fuchengmen North Street, Xicheng District, Beijing
Scope of Business	Property management; renting of office space; public parking services for motor vehicles; vehicle washing service; catering service; food product sales. (The enterprise is allowed to operate items at its own option and perform related business activities in accordance with laws; As for food product sales, catering service and items required to be approved in accordance with laws, business activities shall be performed as approved by relevant authorities; it is not allowed to be engaged in business activities prohibited and restricted by the municipal industrial policies.)

4. SDIC Human Resources Service Co., Ltd.

Company Name	SDIC Human Resources Service Co., Ltd.
Nature	Limited liability company (sole proprietorship of legal person)
Legal Representative	Meng Shuhao
Date of Establishment	April 22, 2014
Registered Capital	RMB 100 million
Address	Room 613, 6/F, No. 6 Fuchengmen North Street, Xicheng District, Beijing
Scope of Business	Providing collection, sorting, storage, publishment and consulting services related to human resource (HR) supply and demand information; talent information network service; talent recommendation and recruitment; talent training; talent assessment; engaging in personnel agency services entrusted by employers and individuals within the allowed business scope; undertaking HR service outsourcing; HR management consulting service; labor dispatching (labor dispatching business license valid until January 3, 2021); dispatching contract workers (excluding Hong Kong, Macao and Taiwan) to foreign countries (business qualification certificate for foreign labor service cooperation valid until July 16, 2024); internet information service; enterprise management consulting; education consultancy; economic and trade consulting; taxation consultation; market research; technical development, technical promotion and technical services; conference services; organization of cultural and artistic exchange activities (excluding performance); design, production, agency and release of advertisements. (The enterprise is allowed to operate items at its own option and perform related business activities in accordance with laws; As for internet information service and other items required to be approved in accordance with laws, business activities shall be performed as approved by relevant authorities; it is not allowed to be engaged in business activities prohibited and restricted by the municipal industrial policies.)

5. SDIC Intelligence Co., Ltd.

Company Name	SDIC Intelligence Co., Ltd.
Nature	Limited liability company (wholly state-owned)
Legal Representative	Sun Ye
Date of Establishment	November 8, 2016
Registered Capital	RMB 2 billion
Address	A, 36/F, No. 168, Yangshupu Road, Hongkou District, Shanghai
Scope of Business	Engaging in technical development, technical consulting, technical service and technical transfer in intelligent technology, IoT technology, computer technology, environmental technology, electronics technology and energy science & technology, and also engaging in network technology, network engineering, E-commerce (excluding financing), enterprise management consulting, communication project construction, project investment, investment management, investment consultation, corporate planning, asset management and telecommunications service. [As for items required to be approved in accordance with laws, business activities shall be performed after obtaining the approval from relevant authorities;]

6. Rongshi International Treasury Management Co., Ltd.

Company Name	Rongshi International Treasury Management Co., Ltd.
Full English Name	RONGSHI INTERNATIONAL TREASURY MANAGEMENT COMPANY LIMITED
Nature	Other limited liability company
Legal Representative	Cui Hongqin
Date of Establishment	November 20, 2008
Registered Capital	USD 50 million
Address	Room 1701, 17/F, World-Wide House, 19 Des Voeux Road Central, Hongkong
Scope of Business	Treasury management

7. SDIC Traffic Holding Co., Ltd.

Company Name	SDIC Traffic Holding Co., Ltd.
Nature	Limited liability company (sole proprietorship of legal person)
Legal Representative	Wang Wenfa
Date of Establishment	October 29, 2013
Registered Capital	RMB 2 billion
Address	Room 1017, Building A, No. 6 Fuchengmen North Street, Xicheng District, Beijing
Scope of Business	Investing in railways, highways (including bridges & culverts, and yards & stations), ports, aviation logistics, pipeline transportation, logistics and related supporting projects as well as their horizontal crossing and comprehensive utilization projects; general contracting, technical transformation and management of the aforementioned projects; selling metallic materials, building materials, chemical and light industry materials (excluding hazardous chemicals), electromechanical equipment, automobiles (excluding sedans) and automobile spare parts, hardware and electrical equipment, timber, computer software and hardware, communication equipment and cultural and office goods (except for items subject to special national provisions); lease of self-owned equipment; technical consulting, technical development, technical transfer and economic information consulting services related to the aforementioned businesses. (The enterprise is allowed to operate items at its own option and perform related business activities in accordance with laws; As for items required to be approved in accordance with laws, business activities shall be performed as approved by relevant authorities; it is not allowed to be engaged in business activities prohibited and restricted by the municipal industrial policies.)

8. Beijing Yahua Real Estate Development Co., Ltd.

Company Name	Beijing Yahua Real Estate Development Co., Ltd.
Nature	Other limited liability company
Legal Representative	Han Song
Date of Establishment	June 13, 2001
Registered Capital	RMB 3.4 billion
Address	Room 309, 3/F, No. 6 Fuchengmen North Street, Xicheng District, Beijing
Scope of Business	Real estate development and sales; property management for self-owned premises; real estate information consulting (except for intermediary services); furniture rental. (The market entity is allowed to operate items at its own option and perform related business activities in accordance with laws. As for items required to be approved in accordance with laws, business activities shall be performed as approved by relevant authorities; It is not allowed to be engaged in business activities prohibited and restricted by the national and municipal industrial policies.)

9. China National Investment and Guaranty Corporation

Company Name	China National Investment and Guaranty Corporation
Nature	Joint-stock limited company (unlisted joint venture among Taiwan, Hong Kong, Macao and Chinese Mainland)
Legal Representative	Duan Wenwu
Date of Establishment	December 4, 1993
Registered Capital	RMB 4.5 billion
Address	9/F, Guangyao Dongfang Building, No. 100, West 3rd Ring Road North, Haidian District, Beijing
Scope of Business	Financing guarantee business: loan guarantee, bill acceptance guarantee, trade financing guarantee, project financing guarantee, letter of credit guarantee and other financing guarantee businesses; Other businesses approved by regulatory authorities: performance guarantee businesses including bond guarantee, guarantee of property preservation under a lawsuit, bid guarantee, advance payment guarantee, project performance guarantee and guarantee for final payment as agreed, intermediary services including financing consulting and finance consultancy related to guarantee businesses, as well as investment with self-owned funds; investment and investment-related planning and consulting; assets trusteeship management; and economic information consulting; personnel training; development, production and sale of new technologies and new products; warehousing services; organizing and hosting conferences and exchange activities; the aforementioned scope of businesses subject to administration by special national provisions shall comply with relevant provisions. (The market entity is allowed to operate items at its own option and perform related business activities in accordance with laws. As for items required to be approved in accordance with laws, business activities shall be performed as approved by relevant authorities; It is not allowed to be engaged in business activities prohibited and restricted by the national and municipal industrial policies.)

10. China SDIC Gaoxin Industrial Investment Corp., Ltd.

Company Name	China SDIC Gaoxin Industrial Investment Corp., Ltd.
Nature	Other limited liability company
Legal Representative	Wu Weiwei
Date of Establishment	April 19, 1989
Registered Capital	RMB 3,448,403,451
Address	201B Information Center, Zhongguancun Software Park, Dongbeiwang, Haidian District, Beijing
Scope of Business	Project investment, investment management, investment consulting and asset management; assets trusteeship management; and Property management; renting of office buildings or commercial buildings. (The market entity is allowed to operate items at its own option and perform related business activities in accordance with laws. As for items required to be approved in accordance with laws, business activities shall be performed as approved by relevant authorities; It is not allowed to be engaged in business activities prohibited and restricted by the national and municipal industrial policies.)

11. SDIC Mining Investment Co., Ltd.

Company Name	SDIC Mining Investment Co., Ltd.
Nature	Limited liability company (sole proprietorship of legal person)
Legal Representative	Deng Hua
Date of Establishment	July 10, 2015
Registered Capital	RMB 2 billion
Address	Room 509, 5/F, Building No. 1, No. 6 Fuchengmen North Street, Xicheng District, Beijing
Scope of Business	Project investment; investment management; asset management; enterprise management; economic and trade consulting; investment consulting. (The market entity is allowed to operate items at its own option and perform related business activities in accordance with laws. As for items required to be approved in accordance with laws, business activities shall be performed as approved by relevant authorities; It is not allowed to be engaged in business activities prohibited and restricted by the national and municipal industrial policies.)

12. SDIC Testing & Certification Co., Ltd.

Company Name	SDIC Testing & Certification Co., Ltd.
Nature	Limited Liability Company (sole proprietorship of legal person which is not invested or controlled by natural person)
Legal Representative	Zhang Yuqi
Date of Establishment	April 18, 2018
Registered Capital	RMB 3 billion
Address	Room 3625W, No. 9, Lane 360, Feihong Road, Hongkou District, Shanghai
Scope of Business	Certification service, and engaging in technical development, technical transfer, technical consulting and technical service in special fields of test technology and energy-saving and environmental protection technology, investment management, construction project testing, business consulting, quality inspection technical service, surveying and mapping services, and inspection and appraisal of import and export commodities.

13. SDIC Health Industry Investment Co., Ltd.

Company Name	SDIC Health Industry Investment Co., Ltd.
Nature	Limited Liability Company (sole proprietorship of legal person which is not invested or controlled by natural person)
Legal Representative	Liu Jian
Date of Establishment	November 18, 2016
Registered Capital	RMB 2 billion
Address	Room 102, 1/F, No. 638, Dongdaming Road, Hongkou District, Shanghai
Scope of Business	Investment management, health consulting, investment consulting, enterprise management, enterprise management consulting, and providing the elderly with community care, home care and other community care services.

14. Xiamen Meiya Pico Information Co., Ltd.

Company Name	Xiamen Meiya Pico Information Co., Ltd.
Nature	Joint-stock limited company (listed and invested or held by natural person)
Legal Representative	Teng Da
Date of Establishment	September 22, 1999
Registered Capital	RMB 806,477,635
Address	Units 102-402, No. 12,Guanri Road,2nd Phase of Xiamen Software Park, Xiamen
Scope of Business	Information system integration services; internet information service (excluding drug information services and internet bars); wholesale of electronic publications; retail of electronic publications; internet bar activities; software development; information technology consulting services; wholesale of computer, software and auxiliary equipment; wholesale of communication as well as broadcast and television equipment; retail of computer, software and auxiliary equipment; retail of communications equipment; digital content service; data processing and storage services; Other information technology services not listed (excluding items subject to licensing and approval); internet access and related services (excluding internet bar); engaged in import and export of commodities and technologies (the catalog of import and export commodities is not attached separately here), except for those whose operation or import and export are restricted or prohibited by the state; computer and communications equipment leasing; development and production of commercial password products approved by the national password management authority (internet bar activities can be performed by the branches only).

(II) Affiliation

SDIC directly holds 51.32% of the Company's shares and is the affiliated legal entity of the Company in accordance with Article 10.1.3 of the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (Revised in December 2020) (《上海证券交易所股票上市规则（2020年12月修订）》) (hereinafter referred to as the "Stock Listing Rules").

As the controlled subsidiaries of SDIC, SDIC Finance Co., Ltd. (hereinafter referred to as SDIC Finance), SDIC Property Management Co., Ltd., SDIC Human Resources Service Co., Ltd., SDIC Intelligence Co., Ltd., SDIC Traffic Holding Co., Ltd., Rongshi International Treasury Management Co., Ltd. (hereinafter referred to as Rongshi Treasury), Beijing Yahua Real Estate Development Co., Ltd., China National Investment and Guaranty Corporation, China SDIC Gaoxin Industrial Investment Corp., Ltd., SDIC Mining Investment Co., Ltd., SDIC Testing & Certification Co., Ltd., SDIC Health Industry Investment Co., Ltd. and Xiamen Meiya Pico Information Co., Ltd. are all the Company's affiliated legal persons according to the provisions in Clause 10.1.3 of the Stock Listing Rules.

(III)Execution and performance

The Company's related-party transactions are properly executed. SDIC and its controlled subsidiaries mentioned above are all in normal operating and finance statuses, so there is no performance risk.

III. Main Contents and Pricing Policies of Related-party Transactions

The ordinary related-party transactions between the Company and its holding subsidiaries and SDIC and its holding subsidiaries are governed by the following principles：

(I) Deposit with the financial companies of related parties

1. Deposit interest rate. The interest rate for deposits taken by the SDIC Finance from the Company and its holding subsidiaries shall not be less than the lower limit of the interest rate set by the People's Bank of China for such type of deposits, and not be less than the average interest rate set by commercial banks for the same type of deposits from the Company and its holding subsidiaries; in addition to the foregoing, the interest rate for deposits taken by SDIC Finance from the Company and its holding subsidiaries shall also not be less than the average interest rate set by SDIC Finance for the same type of deposits taken from other members of SDIC.

2. Charging standard for businesses such as fund settlement. The fees charged by SDIC Finance for providing other fund settlement services to the Company and its holding subsidiaries shall be in accordance with the fees set by the People's Bank of China or China Banking Regulatory Commission for such type of services, and shall not be higher than the fees charged by general commercial banks for providing the same type of financial services to the Company and its holding subsidiaries and the fees charged by SDIC Finance for providing the same type of financial services to other SDIC members.

(II) Deposit with Rongshi Treasury, one of the related parties

1. Deposit interest rate. The interest rate of deposits taken by Rongshi Treasury from the Company and overseas investment holding enterprises shall not be lower than the average interest rate set by commercial banks for the provision of the same kind of deposit services to the Company and overseas investment holding enterprises. In addition to the foregoing, such interest rate shall not be lower than the average interest rate set by Rongshi Treasury for the same kind of deposit taken from other SDIC members.

2. Charging standard for businesses such as fund settlement. There is no handling charge for other fund settlement services provided by Rongshi Treasury to the Company and overseas investment holding enterprises.

(III) Loan transactions

The interest rates of loans obtained by the Company and its holding subsidiaries from SDIC and the holding subsidiaries of SDIC shall not be higher than that of the same grade from other domestic financial institutions to the Company and its holding subsidiaries during the same period; other transactions between the Company and its holding subsidiaries with SDIC and its holding subsidiaries shall be executed in accordance with the relevant service pricing regulations of China. If not specified, it shall refer to market pricing and shall not be higher than the market price.

The interest rate of loans obtained by the Company and overseas investment holding enterprises from Rongshi Treasury shall be determined on a case-by-case basis. In principle, it shall not be higher than that of loans provided by other financial institutions to the Company and overseas investment holding enterprises on the same matter under the same conditions.

After the above three matters (deposit and loan transactions with finance companies of related parties, and deposit and loan transactions with Rongshi Treasury) are deliberated and approved by the Company's Shareholders Meeting, the Company will sign the Financial Services Agreement (《金融服务协议》) with SDIC Finance and Rongshi Treasury in accordance with the approved amount respectively.

(IV)Receiving labor services provided by related parties

This part of related-party transactions mainly includes coal storage and transportation, property costs, entrusted management services, enterprise consultation, recruitment service and software purchase.

The price of a coal storage and transportation contract signed by and between a controlled subsidiary of the Company and a controlled subsidiary of SDIC, the consulting service price, the software purchase price and the price for other labor services or services shall be determined by reference to the market prices through mutual negotiation and not be higher than the market prices.

(V) Selling goods to related parties

This part of related-party transactions mainly includes the sales of electricity by the Company's controlled subsidiaries to affiliate companies in the same region, carbon emissions permit trading, a small amount of coal unloading and other services. With the advances in the system reformation and market-based transaction of electric power, the price of an electricity sales contract between a controlled subsidiary of the Company and a controlled subsidiary of SDIC will be determined by reference to the market-set price and not be lower than the market price.

IV. Purpose of Current Related-party Transactions and its Impact on the Company

The newly added ordinary related-party transactions of the Company are in line with the needs of the Company's production and operation, and the prices of the related-party transactions strictly comply with the Price Law of the People's Republic of China (《中华人民共和国价格法》) and other relevant laws and regulations, and where there is government pricing, the price is directly applied; where there is no government pricing, the price shall be negotiated by both parties to the transaction on the basis of market price, which ensures the fairness of the related-party transactions and reflects the principles of openness, fairness and impartiality, does not harm the interests of the listed company and other shareholders and not affect the independence of the listed company.

According to the relevant provisions of the Stock Listing Rules, the above transactions are related-party transactions, and related-party directors should abstain from voting.

The above proposal was deliberated and approved at the 38th meeting of the 11th Board of Directors on December 31, 2021, and is hereby submitted to this extraordinary general meeting of shareholders for deliberation and approval (as special resolution).

Please deliberate on the above proposal.

Proposal II

Proposal on Changing the Registered Capital and

Revising the Articles of Association

Dear shareholders and shareholder representatives:

According to the Reply to SDIC Power Holdings Co., LTD. on the Approval of its Non-public Issuance of Stocks (ZJXK [2021] No. 3410) issued by China Securities Regulatory Commission (hereinafter referred to as "CSRC"), SDIC Power Holdings Co., LTD. (hereinafter referred to as "the company") has completed the issuance of 488,306,450 common stock (A shares) to State Development & Investment Corp., Ltd. (hereinafter referred to as "SDIC") at the price of RMB 7.44/share. The registration and custody procedures for the newly issued shares of the Company were completed in Shanghai Branch of China Securities Depository and Clearing Corporation Limited on Dec 9th, 2021. The company's registered capital increased from RMB 6,965,873,347 to RMB 7,454,179,797, and the current capital structure increased from 6,965,873,347 RMB ordinary shares to 7,454,179,797 RMB ordinary shares.

The above proposal was deliberated and approved at the 39th meeting of the 11th Board of Directors on January 11, 2022, and is hereby submitted to this extraordinary general meeting of shareholders for deliberation and approval (as special resolution).

Please deliberate on the above proposal.

Annex

Comparison Table of Terms Revised in the Articles of Association of SDIC Power Holdings Co., Ltd.

Existing provisions	Revised provisions (Added contents are underlined and in bold)
Chapter I General Provisions
1.7 The Company's registered capital is RMB 6,965,873,347.	1.7 The Company's registered capital is RMB 7,454,179,797.
Chapter III Section I Issue of Shares
3.1.7 Upon its establishment, the Company issued 606,205 shares to the public for the first time with the approval of the Hubei Branch of the People's Bank of China. After the aforesaid issue, the Company has a total of 606,205 shares, which are all RMB ordinary shares. Approved by CSRC in 2019, the Company issued 17,985,000 GDRs to foreign investors for the first time in 2020, representing 179,850,000 RMB ordinary shares after conversion based on the ratio determined by the Company. After the aforesaid issue, the Company has a total of 6,965,873,347 shares, which are all RMB ordinary shares. The current capital structure of the Company is 6,965,873,347 RMB ordinary shares.	3.1.7 Upon its establishment, the Company issued 606,205 shares to the public for the first time with the approval of the Hubei Branch of the People's Bank of China. After the aforesaid issue, the Company has a total of 606,205 shares, which are all RMB ordinary shares. Approved by CSRC in 2019, the Company issued 17,985,000 GDRs to foreign investors for the first time in 2020, representing 179,850,000 RMB ordinary shares after conversion based on the ratio determined by the Company. After the aforesaid issue, the Company has a total of 6,965,873,347 shares, which are all RMB ordinary shares. The current capital structure of the Company is 7,454,179,797 RMB ordinary shares.

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END

NOGFZGMMRMLGZZG

Date	11 Jan 2022
Time	08:41:59
Category	AGMs and other meetings
ID	0599Y

Date	11 Jan 2022
Time	08:41:59
Category	AGMs and other meetings
ID	0599Y

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Notice of the 2022 first EGM