SDIC Power Holdings CO., LTD. 

(GDR under the symbol: "SDIC")

NOTICE OF THE 2023 FIFTH EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the fifth extraordinary general meeting for the year 2023 of SDIC Power Holdings Co., Ltd. will be held at Room 207, No.147 Xizhimen Nanxiao Street, Xicheng District, Beijing, the PRC, on Tuesday, 14 November 2023 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 resolution on the proposal for registration and issuance of medium-term notes.

The Board of Directors of SDIC Power Holdings Co., Ltd.

October 27, 2023

The resolutions hereunder contain the English translation of the Chinese version of "Meeting materials for the 2023 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

SDIC Power Holdings Co., Ltd.

Proposal for registration and issuance of medium-term notes

Dear shareholders and shareholder representatives:

In order to maintain the continuity and ensure the smoothness of various financing channels, to increase the diversity and flexibility of debt financing, and to meet the needs of the company's operation and development, according to Company Law of the People's Republic of China, Measures for the Administration of Debt Financing Instruments of Non-financial Enterprises in the Interbank Bond Market and other related regulations, the company plans to apply to NAFMII for registration and issuance of medium-term notes with a total amount of no more than 3 billion yuan (including 3 billion yuan). The details are as follows:

PLAN OF ISSUANCE

I. ISSUE SIZE

The total amount of medium-term notes issued by the company for registration shall not exceed RMB 3 billion (including RMB 3 billion) and can be issued either in one tranche or in multiple tranches. The specific issue size will be subject to the total amount registered by the company with NAFMII.

II. TERM OF ISSUANCE

The single-issue term of medium-term notes this time shall not exceed 5 years (including 5 years), and the specific issue term shall be determined according to the company's capital demand and market conditions.

III. USE OF PROCEEDS

The main use of proceeds this time includes but is not limited to the supplement of working capital, replacement of existing financing, repayment of loans from financial institutions and other purposes approved by NAFMII.

IV. INTEREST RATE OF ISSUANCE

The midterm notes for this issuance will be in the form of fixed interest rates, with interest calculated on an annual basis using simple interest, without compounding. The issuance interest rate will be determined based on the prevailing interest rate levels in the interbank bond market during the issuance period and the conditions of the underwriters.

V. TARGET SUBSCRIBERS

The target subscribers are institutional investors in China's inter-bank bond market (excluding those prohibited by national laws and regulations).

VI. METHOD OF ISSUANCE

The company shall employ financial institutions with corresponding underwriting qualifications to underwrite.

VII. VALIDATION PERIOD OF RESOLUTION

The relevant resolutions shall continue to be effective during the registration, issuance, and duration of the medium-term notes after being approved by the general meeting of shareholders.

AUTHORIZATION FOR THE REGISTRATION AND ISSUANCE OF MEDIUM-TERM NOTES

In order to complete the registration and issuance of medium-term notes legally and efficiently, in accordance with Company Law of the People's Republic of China, Measures for the Administration of Debt Financing Instruments of Non-financial Enterprises in the Interbank Bond Market and other related regulations, as well as the Articles of Association of SDIC Power Holding Co., Ltd., it is proposed at the general meeting to authorize the Board and agree with it to further authorize the authorized persons to jointly or severally deal with, at their sole discretion, all matters in connection with this issuance, within the framework considered and approved at the general meeting and based on the principle of maximizing the interests of the shareholders of the Company, including but not limited to:

(I)        Formulate the specific plan for the registered issuance of medium-term notes, and adjust the issuance terms, including the term of issuance, timing of issuance, issuance amount, interest rate of issuance, underwriting method, etc.

(II)       According to the actual needs, to select and engage underwriter or other intermediaries for the registration and issuance of medium-term notes.

(III)     To revise, sign and declare all agreements and legal documents related to the registration and issuance of medium-term notes within the scope of the above authorization, and to go through all necessary procedures and other matters related to the declaration, registration, and issuance of medium-term notes. 

(IV)     To adjust the specific scheme for the registration and issuance of medium-term notes and other related matters accordingly, when laws, regulations or other documents and authorities' policies on medium-term notes are changed, or when market conditions are changed.

(V)       To deal with all other matters related to the registration and issuance of medium-term notes.

It is proposed at the general meeting to authorize Chairman Zhu Jiwei as the authorized person to deal with all matters in connection with this issuance on behalf of the company, in accordance with the resolution and the authorization of the board of directors.

The resolution was considered and approved by the Board on October 27, 2023 and is now submitted to the EGM for its consideration and approval.