SDIC Power Holdings CO., LTD.  

(GDR under the symbol: "SDIC")

NOTICE OF THE 2022 FIFTH EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2022 Fifth 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 Tuesday 6 September 2022 at 14:00 p.m., for the purpose of considering, and if thought fit, passing the following resolution.

ORDINARY RESOLUTIONS

Non-cumulative voting proposal

1. To consider and approve the Proposal to Provide Guarantees for ICOL

Cumulative Voting Proposal

2. To consider and approve the Proposal on General Election of the Twelfth Board of Directors (Non Independent Directors)

2.01 Zhu Jiwei

2.02 Luo Shaoxiang

2.03 Li Junxi

2.04 Zhang Wenping

2.05 Zhan Pingyuan

3. To consider and approve the Proposal on General Election of the Twelfth Board of Directors (Independent Directors)

3.01 Zhang Lizi

3.02 Xu Junli

3.03 Yu Yingmin

4. To consider and approve the Proposal on General Election of the Twelfth Supervisory Committee

4.01 Qu Lixin

4.02 Han Xiuli

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

August 19, 2022

The resolutions hereunder contain the English translation of the Chinese version of "Meeting materials for the 2022 Fifth 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 to Provide Guarantees for ICOL

Dear shareholders and shareholder representatives:

SDIC Power Holdings Co., Ltd. (hereinafter referred to as the "Company") intends to provide a joint liability guarantee of not more than GBP 25 million and EUR 6.8 million for Inch Cape Offshore Limited (hereinafter referred to as "ICOL"), a joint venture company in which it holds a 50% indirect stake. The details are listed below:

I. Overview of the Guarantee

ICOL, a British company indirectly owned by the Company, is responsible for the construction of the offshore wind power project, and the preliminary work of the project is progressing as planned. The Project Department has determined, through the ICOL bidding process, that Siemens Energy Limited and Iemants NC (hereinafter referred to as the "S&I Consortium") have won the substation EPC contract and signed the Substation EPC Procurement Contract on June 28, 2022. According to the Contract, ICOL shall be liable for any cancellation of the Contract due to various reasons and shall pay the S&I Consortium the contract cancellation fee. For these reasons, the Company intends to provide ICOL with a parent company performance guarantee of up to GBP 25 million and EUR 6.8 million to guarantee the contractual cancellation payment obligations of ICOL.

II. Basic Information of the Guarantee

(I) Basic Information of the Guarantee

ICOL was founded on February 17, 2010. The registered office is located at 5th Floor, 40 Princes Street, Edinburgh, EH2 2BY, Scotland, United Kingdom. The Company has a registered capital of GBP 51.1 million and its main business is renewable energy production (offshore wind power development).

As of December 31, 2021, the unaudited financial data of ICOL were: the total assets were GBP 140.27 million, total liabilities were GBP 116.80 million (total bank loan was GBP 0 and total current liabilities were GBP 105.42 million) and net assets were GBP 23.47 million. In 2021, the operating revenue was 0 and the net profit was GBP 2.93 million.

As of June 30, 2022, the unaudited financial data of ICOL were: the total assets were GBP 170.77 million, total liabilities were GBP 148.24 million (total bank loan was GBP 0 and total current liabilities were GBP 136.81 million) and net assets were GBP 22.53 million. The operating revenue from January to June 2022 was 0 and the net profit was GBP -0.94 million.

(II) Correlation between the Guarantee and the Company

ICOL is a joint venture company jointly controlled by the Company and Irish Power Company.

III. Main Contents of Guarantee Agreement

Guarantee method: joint liability guarantee

Guarantee type: credit guarantee

Guarantee period: from the date of signing the guarantee to the date of financial closure of the Project

Guarantee amount: up to GBP 25 million and EUR 6.8 million

Guarantee content: ICOL and the S&I Consortium signed the Substation EPC Procurement Contract on June 28, 2022. If the contract signed with the S&I Consortium is canceled due to various reasons of ICOL, which triggers ICOL's cancellation payment liability, the Company and Ireland Power Company will guarantee the payment liability according to the project shareholding ratio. The Company will provide a 50% parent company guarantee for this liability, i.e. no more than GBP 25 million and EUR 6.8 million.

Counter-guarantee and its form: N/A

IV. Necessity and Rationality of Guarantee

The UK Offshore Wind Power Project held by ICOL is the key to implementing the Company's "14th Five-Year Plan" international strategic plan and stably deploying overseas businesses. The substation EPC contract is the first key infrastructure project site of the Project. The provision of this parent company guarantee will ensure the smooth progress of infrastructure construction.

The risk of this guarantee is controllable considering that the S&I Consortium has provided ICOL with the appropriate parent company guarantee as well as a performance guarantee, and the possibility of ICOL canceling the substation EPC contract when it has already won the UK Government Contract for Difference (CfD) is extremely low. So the guarantee to ICOL is not detrimental to the interests of the Company and its shareholders.

V. Accumulative Number of External Guarantees and Overdue Guarantees

As of the disclosure date of the announcement, the guarantee balance actually provided by the Company for ICOL Company is 20,416.7 thousand RMB. The external guarantee balance of the Company (including the guarantee provided to the controlled subsidiaries) is 1,908,204.8 thousand RMB, and the guarantee balance to the controlled subsidiaries (excluding the guarantee amount) is 1,887,788.1 thousand RMB, accounting for 3.71% and 3.67% of the Company's latest audited owner's equity attributable to the parent company respectively.

Therefore, the guarantee is submitted to the General Meeting of Shareholders for approval; The Chairman or the person authorized by the Chairman is authorized to modify, submit, report, sign, execute and other legal documents related to this guarantee within the guarantee amount; The Chairman or the person authorized by the Chairman is authorized to handle all other matters in connection with this guarantee.

The above proposal was deliberated and approved at the 49th meeting of the eleventh Board of Directors on August 19, 2022, and is hereby submitted to the shareholders and shareholders' representatives for deliberation and approval.

Please deliberate on the above proposal.

Proposal II

Proposal on General Election of the Twelfth Board of Directors

Dear shareholders and shareholder representatives:

The Eleventh Meeting of the Board of Directors of SDIC Power Holdings Co., Ltd. (hereinafter referred to as "the Company" or "SDIC Power") will expire on September 6, 2022. According to the relevant provisions of the Company Law and the Articles of Association, the Board of Directors of the Company shall be elected at the expiration of the term. According to the nomination of the Company's shareholders, namely State Development & Investment Corp., Ltd. (hereinafter referred to as "SDIC"), China Yangtze Power Co., Ltd. and the Nomination Committee of the Board of Directors, it is recommended that Zhu Jiwei, Luo Shaoxiang, Li Junxi, Zhang Wenping and Zhan Pingyuan be nominated as the candidates for directors (non-independent directors and non-employee directors) of the Twelfth Board of Directors of the Company, and the Nomination Committee of the Board of Directors also nominates Zhang Lizi, Xu Junli and Yu Yingmin as the candidates for independent directors of the Twelfth Board of Directors of the Company for a term of three years from the date of consideration and approval of this proposal at the General Meeting of Shareholders. The employee directors will be replaced after re-election by the Staff Council.

The directors of the Eleventh Board of Directors of the Company have been diligent and dedicated during their service, giving full play to their respective professional advantages, carefully considering the proposals of the successive Board of Directors of the Company and making important contributions to the sustainable and healthy development of the Company.

The above proposal was deliberated and approved at the 49th meeting of the eleventh Board of Directors on August 19, 2022, and is hereby submitted to the shareholders and shareholders' representatives for deliberation and approval.

Annex: Curriculum Vitae of Candidates for the directors of the Twelfth Board of Directors

Zhu Jiwei, male, 52 years old, holds a bachelor's degree and is an engineer. He has successively served as General Manager and Secretary of the Party Committee of Xiamen Huaxia International Power Development Co., Ltd., Deputy Secretary of the Party Committee and General Manager of SDIC Power, and he is currently Secretary of the CPC Committee and Chairman of SDIC Power.

Luo Shaoxiang, male, 58 years old, holds a master's degree and is a senior engineer. He has successively served as Deputy Director and Director of the Strategic Development Department of SDIC and Director of the Operation Management Department of SDIC. He is currently deputy Chairman of SDIC Power.

Li Junxi, male, 56 years old, holds a bachelor's degree in economics and is a senior accountant. He has successively served as Deputy General Manager of SDIC Property Co., Ltd., Deputy General Manager of SDIC High-tech Investment Co., Ltd., Deputy General Manager of SDIC High-tech Industry Investment Co., Ltd. and Audit Commissioner of SDIC Company. He is currently the director of SDIC Power.

Zhang Wenping, male, 52 years old, holds a bachelor's degree and a master's degree in business administration and is a senior accountant. He has served successively as chief accountant, member of the CPC Committee and Chairman of the labor union of Xiamen Huaxia International Power Development Co., Ltd., Deputy General Manager of Fujian Pacific Power Company Limited, Deputy General Manager of SDIC (Fujian) Meizhou Bay Power Generation Company Limited, General Manager and Secretary of the CPC Committee of Xiamen Huaxia International Power Development Co., Ltd., and Deputy Director of the Finance Department of State Development & Investment Corp., Ltd. He is currently the Director, General Manager and Deputy Secretary of the CPC Committee of SDIC Power.

Zhan Pingyuan, male, 50 years old, PhD student, is a senior accountant and a senior international financial manager. He has successively served as the Director of the Asset Finance Department of CWE Investment Corporation, Director of the Asset Finance Department and Chief Accountant of China Three Gorges International Corporation; He is currently the Chief Financial Officer and General Counsel of China Yangtze Power Co., Ltd. and a director of SDIC Power.

Zhang Lizi, female, 59 years old, is a professor at North China Electric Power University, the director of the Academy of Modern Electric Power Research, and the director of Electricity Market Research Institute, School of Electrical and Electronic Engineering. She graduated from North China Electric Power University in 1990 where she received her doctoral degree. She has successively served as Executive Vice President of the Academy of Modern Electric Power Research of North China Electric Power University, Assistant to the President and Head of the School of Electrical and Electronic Engineering. She is currently the independent director of SDIC Power.

Xu Junli, male, 62 years old, is a senior partner of Taheta (Beijing) Law Firm. He graduated from the School of Law of China University of Political Science and Law with a bachelor's degree in law in 1986. He graduated from the Graduate School of China University of Political Science and Law with a master's degree in law in 1989. He successively served as a partner of Beijing Zhongrui Law Firm, a partner of Beijing Zhongtian Law Firm, and a lawyer of Guangxi Yuandong Business Law Firm. She is currently the independent director of SDIC Power.

Yu Yingmin, male, 56 years old, is a doctoral student, a postdoctoral fellow in economics at the Chinese Academy of Fiscal Sciences, and a member of The Chinese Institute of Certified Public Accountants. He is currently a professor of accounting and a doctoral supervisor at the Central University of Finance and Economics. She is currently the independent director of SDIC Power.

Proposal III

Proposal on General Election of the Twelfth Supervisory Committee

Dear shareholders and shareholders' representatives:

The Eleventh Meeting of the Supervisory Committee of SDIC Power Holdings Co., Ltd. (hereinafter referred to as "the Company" or "SDIC Power") will expire on September 6, 2022. According to the relevant provisions of the Company Law and the Articles of Association, the Supervisory Committee of the Company shall be elected at the expiration of the term. According to the nomination of State Development & Investment Corp., Ltd. (hereinafter referred to as "SDIC"), the controlling shareholder of the Company, it is recommended that Qu Lixin and Han Xiuli be candidates for the position of supervisors (non-employee supervisor) of the Twelfth Supervisory Committee of the Company for a term of three years from the date of consideration and approval of this proposal through the General Meeting of Shareholders. The employee supervisors will be replaced after re-election by the Staff Council.

The directors of the eleventh Supervisory Committee of the Company have been diligent and dedicated during their service, giving full play to their respective professional advantages, carefully considering the proposals of the successive supervisors of the Company and making important contributions to the sustainable and healthy development of the Company.

The above proposal was deliberated and approved at the 22nd meeting of the eleventh Supervisory Committee on August 19, 2022, and is hereby submitted to the shareholders and shareholders' representatives for deliberation and approval.

Annex: Curriculum Vitae of Candidates for the supervisors of the Twelfth Supervisory Committee

Qu Lixin, male, 54 years old, holds a bachelor's degree and is a senior accountant. He has successively served as the Director, Deputy General Manager, Financial Director of SDIC Power, and the special auditor of the Audit Department of SDIC. He is currently the full-time equity director of SDIC and the Chairman of the Supervisory Committee of SDIC Power.

Han Xiuli, female, 41 years old, holds a master's degree and is a senior economist as well as a senior accountant. She has successively served as a staff member, deputy chief staff member and chief staff member of the Harbin Special Office of the National Audit Office of the People's Republic of China, and a senior Business Manager of the Audit Business Division III of the Audit Department of SDIC. She is currently the Executive Deputy Director of Audit Business Division II of the Audit and Evaluation Center of the Audit Department of SDIC.