SDIC Power Holdings CO., LTD.  

(GDR under the symbol: "SDIC")

NOTICE OF THE 2022 SIXTH EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2022 Sixth 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 Thursday 20 October 2022 at 14:00 p.m., for the purpose of considering, and if thought fit, passing the following resolution.

ORDINARY RESOLUTIONS

1. 2021 Annual Work Report of the Remuneration and Assessment Committee of the 11th Board of Directors

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

September 27, 2022

The resolutions hereunder contain the English translation of the Chinese version of "Meeting materials for the 2022 Sixth 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

2021 Annual Work Report of the Remuneration and Assessment Committee of the 11th Board of Directors

Dear shareholders and shareholders' representatives,

According to relevant provisions of the Administrative Measures for Remuneration of Persons-in-Charge of SDIC Power Holdings Co., Ltd. (hereinafter referred to as "Administrative Measures for Remuneration of Persons-in-Charge"), the Administrative Measures for Performance Assessment of Senior Executives of SDIC Power Holdings Co., Ltd. (hereinafter referred to as "Administrative Measures for Performance Assessment of Senior Executives"), etc., the Remuneration and Assessment Committee of the Board of Directors of the Company has organized the assessment of the Company's Chairman and all senior executives in 2021 and in the eleventh tenure, with details as follows:

I. Organizing the Assessment of the Chairman and Senior Executives in 2021 and in the Eleventh Tenure

(I) Assessment in 2021

1. Assessment of the Company's performance

According to the assessment, the Company's performance assessment factor in 2021 is 1.2933. This assessment factor is used for the calculation of annual performance remunerations of the Company's Chairman and General Manager.

2. Assessment of senior executives

Carry out the assessment according to relevant provisions of the Administrative Measures for Performance Assessment of Senior Executives, Manager Level Performance Contract and Personal Annual Performance Contract for Senior Executives, and determine the personal assessment factor of senior executives in 2021.

 (II) Assessment of the eleventh tenure

1. Assessment of the Company's performance

According to the assessment, the Company's performance assessment factor in the tenure is 1.1942. This assessment factor is used for the calculation of tenure performance remunerations of the Company's Chairman and General Manager.

2. Assessment of senior executives

Carry out the assessment according to relevant provisions of the Administrative Measures for Performance Assessment of Senior Executives, Manager Level Performance Contract and Personal Tenure Performance Contract of Senior Executives, and determine the personal assessment factor of senior executives in the tenure.

II. Determining the Remunerations of the Chairman and Senior Executives in 2021

According to Administrative Measures for Remuneration of Persons-in-Charge and performance assessment results, it is suggested that the total amount before tax of six persons in charge, namely, the Company's Chairman, General Manager, Deputy General Managers, and Secretary of the Board of Directors (including basic annual salary, performance bonus, excess performance bonus, etc.) during the period from January 2021 to December 2021 should be RMB 8,159,200.

III. Prepaying the Tenure Incentives for the Chairman and Senior Executives during the Period from September 2019 to August 2022

According to Administrative Measures for Remuneration of Persons-in-Charge and performance assessment results, it is suggested to prepay the total amount before tax of the tenure incentives for the Company's Chairman, General Manager, Deputy General Managers, and Secretary of the Board of Directors during the period from September 2019 to August 2022, which is RMB 4,905,800.

IV. Checking the Remunerations of Directors, Supervisors and Senior Executives Disclosed in the Annual Report

The Remuneration and Assessment Committee of the Board of Directors has checked the remunerations of the Company's Directors, Supervisors and Senior Executives disclosed in the annual report, believing that:

The remunerations of the Company's Directors, Supervisors and Senior Executives disclosed in the 2021 Annual Report are all determined according to the Administrative Measures for Remuneration and Assessment and the Administrative Measures for Remuneration of Senior Executives approved by the Company.

The above proposal was deliberated and approved at the 2nd meeting of the twelfth Board of Directors on September 27, 2022, and is hereby submitted to the shareholders and shareholders' representatives for deliberation and approval.

Please deliberate on the above proposal.