SDIC Power Holdings CO., LTD.  

(GDR under the symbol: "SDIC")

NOTICE OF THE 2023 SIXTH EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2023 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 30 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 Proposal on 2022 Annual Work Report of the Remuneration and Assessment Committee of the 12th Board of Directors of the Company

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

November 14, 2023

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

SDIC Power Holdings Co., Ltd.

Proposal on 2022 Annual Work Report of the Remuneration and Assessment Committee of the 12th Board of Directors of the Company

Dear shareholders and shareholder representatives:

According to the Administrative Measures for the Remuneration of Directors and Supervisors of SDIC Power Holdings Co., Ltd. (hereinafter referred to as the Administrative Measures for the Remuneration of Directors and Supervisors), the Administrative Measures for Remuneration of Persons-in-Charge of SDIC Power Holdings Co., Ltd. (hereinafter referred to as the Administrative Measures for Remuneration of Persons-in-Charge), and the Administrative Measures for Performance Assessment of Senior Executives of SDIC Power Holdings Co., Ltd. (hereinafter referred to as the Administrative Measures for Performance Assessment of Senior Executives), as well as relevant regulations, the Remuneration and Assessment Committee of the Board of Directors of SDIC Power Holdings Co., Ltd. (hereinafter referred to as the Company) organized annual assessment work for the Company and all senior executives for 2019-2021 tenure, 2022 tenure, and 2022 tenure, and calculated the full year remuneration and previous tenure incentive for the Chairman and all senior executives of the Company in 2022. The details are as follows:

1. Organizing 2019-2021 tenure assessment of the Company and its senior executives

According to the Administrative Measures for Performance Assessment of Senior Executives and the Manager Level Tenure Performance Contract (2019-2021) and other relevant regulations, the assessment score for the Company and manager level during their 2019-2021 tenure was 119.42.

According to the Administrative Measures for the Performance Assessment of Senior Executives and the Manager Level Tenure Performance Contract (2019-2021) and other relevant regulations, the personal performance assessment scores for senior executives during their 2019-2021 tenure were determined.

2. Organizing the 2022 tenure assessment of the Company and its senior executives

According to the Administrative Measures for the Performance Assessment of Senior Executives and the Manager Level Tenure Performance Contract (2022) and other relevant regulations, the assessment score for the Company and manager level during their 2022 tenure was 115.27.

According to the Administrative Measures for the Performance Assessment of Senior Executives and the Manager Level Tenure Performance Contract (2022) and other relevant regulations, the personal performance assessment scores for senior executives during their 2022 tenure were determined.

3. Organizing the annual assessment of the Company and senior executives in 2022

According to the Administrative Measures for the Performance Assessment of Senior Executives and the Manager Level Annual Performance Contract (2022) and other relevant regulations, the assessment score for the Company and manager level in 2022 was 148.61.

According to the Administrative Measures for the Performance Assessment of Senior Executives and the Manager Level Annual Performance Contract (2022) and other relevant regulations, the personal performance assessment scores for senior executives during their 2022 tenure were determined.

4. Determining the remunerations of the Chairman and senior executives in 2022

According to the Administrative Measures for the Remuneration of Directors and Supervisors and the 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, annual performance bonus, outstanding strategic contribution bonus) during the period from January 2022 to December 2022 should be 9,551,900 RMB.

5. Liquidating the Chairman and senior executives' tenure incentives

According to the Administrative Measures for the Remuneration of Directors and Supervisors and the Administrative Measures for Remuneration of Persons-in-Charge and performance assessment results, the Company has prepaid the aggregate pre-tax total of 4,905,800 RMB for the tenure incentives of the Chairman, General Manager, Deputy General Manager, and Secretary of the Board of Directors of the Company in 2022. The tenure incentives for the Company's Chairman, General Manager, Deputy General Managers, and Secretary of the Board of Directors during the previous tenure is now liquidated. According to liquidation, a total pre-tax amount of 772,000 RMB needs to be paid back.

6. Checking the remuneration of directors, supervisors and senior executives disclosed in the annual report

The Remuneration and Assessment Committee of the Board of Directors has checked the remuneration of Directors, Supervisors, and Senior Executives in the annual report and believed that:

The remunerations of Directors, Supervisors, and Senior Executives disclosed by the Company in the 2022 annual report are all determined in accordance with the principles of the approved Administrative Measures for Remuneration of Persons-in-Charge and the Administrative Measures for the Remuneration of Directors and Supervisors.

The above proposal was approved at the 19th meeting of the 12th Board of Directors of the Company on November 14, 2023, and is hereby submitted to all shareholders and their representatives for deliberation.

Please deliberate on the above proposal.