SDIC Power Holdings CO., LTD.  

(GDR under the symbol: "SDIC")

NOTICE OF THE 2025 SIXTH EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2025 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 Monday, 1 December 2025 at 13:30 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 Company Meeting the Conditions for Public Offering of Renewable Corporate Bonds to Professional Investors

2.  To consider and approve the Proposal on the Public Offering of Renewable Corporate Bonds to Professional Investors

3.  To consider and approve the Proposal on Requesting the Shareholders' Meeting to Authorize the Board of Directors and Persons Authorized by the Board of Directors to Handle Matters Related to the Renewable Corporate Bonds

4.   To consider and approve the Proposal on Renewal of Employment of Accounting Firms

5.  To consider and approve the Proposal on the Work Report of the Remuneration and Assessment Committee of the Board of Directors on the Chairman's Remuneration for 2024

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

November 13, 2025

The resolutions hereunder contain the English translation of the Chinese version of "Meeting materials for the 2025 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

Proposal of SDIC Power Holdings Co., Ltd. on the Company Meeting the Conditions for Public Offering of Renewable Corporate Bonds to Professional Investors

Dear shareholders and shareholders' representatives,

According to relevant provisions of the Company Law of the People's Republic of China (hereinafter referred to as the Company Law), the Securities Law of the People's Republic of China (hereinafter referred to as the Securities Law), the Administrative Measures for Information Disclosure of Corporate Credit Bonds (hereinafter referred to as the Measures for Credit Bonds) and the Administrative Measures for Issuance and Trading of Corporate Bonds (hereinafter referred to as the Administrative Measures) and other applicable laws, regulations and normative documents as well as the actual situation of the Company, the Company meets the conditions for public issuance of renewable corporate bonds to professional investors.

The details are as follows:

I. The Company complies with the relevant provisions of the Securities Law and the Administrative Measures regarding the public offering of corporate bonds:

1. It has a sound and well-functioning organization;

2. The average distributable profit in the most recent three years is sufficient to pay one year's interest on corporate bonds;

3. It has reasonable structure of assets and liabilities and normal cash flow;

4. It complies with other conditions stipulated by the State Council.

The funds raised from the public offering of corporate bonds must be used in accordance with the purposes listed in the corporate bond offering plan; any change in the use of funds must be resolved by the bondholders' meeting. The proceeds raised from public issuance of corporate bonds shall not be used to cover loss and unproductive expenditure.

II. The Company is not in any circumstance that would bar it from conducting another public offering of corporate bonds pursuant to the Securities Law and the Administrative Measures:

1. The fact that it has defaulted on the publicly issued corporate bonds or other debts or delayed the payment of principal and interest is still in a continuous state;

2. It changes the purpose of the funds raised by public issuance of corporate bonds in violation of provisions of the Securities Law.

According to self-examination, the Company meets all the conditions for the public issuance of renewable corporate bonds to professional investors.

The above proposal has been deliberated and approved at the 4th meeting of the Thirteenth Board of Directors on November 13, 2025, and is hereby presented to you for deliberation.

Proposal II

Proposal of SDIC Power Holdings Co., Ltd. on the Public Offering of Renewable Corporate Bonds to Professional Investors

Dear shareholders and shareholders' representatives,

In order to further improve the Company's debt structure, broaden the Company's financing channels and meet the Company's capital needs, the Company proposes to publicly issue renewable corporate bonds to professional investors according to provisions of the Company Law, the Securities Law, the Measures for Credit Bonds, the Administrative Measures and other relevant laws and regulations, and in combination with the current bond market and the Company's fund demand. The specific plan is as follows:

(I) Issuance scale, issuance way and face value

The corporate bonds will be publicly issued to professional investors, with the issuance scale not exceeding RMB 3.7 billion (including RMB 3.7 billion), which can be issued in one time or on installment. The specific issuance scale, whether to issue on installment and the installment plan shall be submitted to the Shareholders' Meeting to authorize the Board of Directors or authorized persons of the Board of Directors for determination within the above scope according to the Company's fund demand and market conditions at the time of issuance.

The face value of each corporate bond is RMB 100.

(II) Issuing object

The issuing object of the corporate bonds is the professional investors specified in the Administrative Measures and relevant laws and regulations, and the shareholders of the Company are not granted with placement priority.

(III) Maturity of bond

The maturity of the corporate bonds shall not exceed 10 years (including 10 years). At the end of the agreed basic period and at the end of each renewal period, the Company has the option to renew and extend the period according to the agreed basic period. The corporate bonds can be a category of single maturity or a mixed category of multiple maturities. The specific maturity composition and the issuance scale of each maturity category shall be submitted to the Shareholders' Meeting to authorize the Board of Directors or authorized persons of the Board of Directors for determination within the above scope according to the Company's fund demand and market conditions prior to the issuance.

(IV) Interest rate and determination method

The corporate bonds adopt a fixed interest rate, with simple interest calculated on an annual basis instead of compound interest. If deferred, each deferred interest shall be accrued at the current coupon rate during the deferred period.

The coupon rate in the basic period shall be determined by the Company and the Lead Underwriter after negotiation within the preset range according to the results of offline bookkeeping and filing with professional investors. It shall be fixed within the basic period and reset once every renewal period thereafter. The reset method shall be determined by the Company and the Lead Underwriter after negotiation in accordance with relevant national regulations.

(V) Deferred interest payment option

The bonds are attached with the Company's right to postpone the payment of interest. Unless a compulsory interest payment event occurs, the Company may postpone the payment of the current interest and all the deferred interest and fruits according to the terms of this issue to the next interest payment date at its own discretion, without any restriction on the times of deferred interest payment. The above deferred interest does not mean the Company's failure to pay interest in full as agreed.

(VI) Restrictions on deferred interest payments

Mandatory interest payment events of renewable corporate bonds issued this time: if the following events occur within 12 months before the interest payment date, the Company shall not defer the current interest and all deferred interests and fruits as agreed: (1) distribute dividends to ordinary shareholders; (2) reduce the registered capital.

Restrictions under the deferred interest of renewable corporate bonds issued this time: if the Company chooses to exercise the deferred interest payment right, the Company shall not have the following behaviors before the deferred interest payment and its fruits are repaid: (1) distribute dividends to ordinary shareholders; (2) reduce the registered capital.

(VII) Use of proceeds

The proceeds of the corporate bonds are intended to be used to repay the Company's interest-bearing debts, adjust the debt structure, and supplement working capital, project investment and other purposes permitted by applicable laws and regulations. The specific use of proceeds shall be submitted to the Shareholders' Meeting to authorize the Board of Directors or authorized persons of the Board of Directors for determination within the above scope according to the Company's fund demand.

(VIII) Listing arrangement

After each issuance of the corporate bonds, the corporate bonds will be arranged for listing according to relevant provisions of Shanghai Stock Exchange, provided that the listing conditions are met. With the approval of the regulatory authorities, the corporate bonds can also be listed and traded in other trading places permitted by applicable laws. The Shareholders' Meeting is requested to authorize the Board of Directors or authorized persons of the Board of Directors to handle listing and trading matters according to relevant regulations after the registration and issuance of the corporate bonds.

(IX) Collateral arrangement

The corporate bonds are unsecured.

(X) Underwriting mode

The corporate bonds are underwritten by the underwriting syndicate organized by the Lead Underwriter in the form of stand-by underwriting.

(XI) Validity of resolution

The resolution on the corporate bonds takes effect from the date of deliberation and approval by the Shareholders' Meeting till the date of expiration of the registration document of China Securities Regulatory Commission.

The above proposal has been deliberated and approved at the 4th meeting of the Thirteenth Board of Directors on November 13, 2025, and is hereby presented to you for deliberation.

Proposal III

Proposal of SDIC Power Holdings Co., Ltd. on Requesting the Shareholders' Meeting to Authorize the Board of Directors

and Persons Authorized by the Board of Directors to Handle Matters Related to the Renewable Corporate Bonds

Dear shareholders and shareholders' representatives,

In order to ensure valid and efficient issuance of the corporate bonds, the Board of Directors of the Company requests the Shareholders' Meeting of the Company to authorize the Board of Directors or authorized persons of the Board of Directors to fully handle matters related to the corporate bonds according to the Company Law, the Securities Law, the Measures for Credit Bonds, the Administrative Measures and other relevant laws, regulations and normative documents, as well as the Articles of Association of SDIC Power Holdings Co., Ltd. (hereinafter referred to as the Articles of Association) under the framework and principles deliberated and approved by the Shareholders' Meeting and based on the principle of maximizing the interests of the Company's shareholders, including but not limited to:

(I) Formulate the specific plan and other relevant contents of the corporate bonds, revise or adjust issuance terms of the corporate bonds, including but not limited to the specific issuance scale, maturity of bond, types of bond and issuance time (including whether to issue on installment and the number installments, etc.), bond interest rate and its determination method, redemption option arrangement, whether to exercise renewal option, deferred interest payment option and relevant contents, rating arrangement, specific subscription method, specific placement arrangement, maturity and mode of principal repayment and interest payment, bond listing, termination of issuance, use of proceeds and other matters related to the corporate bonds according to relevant provisions of national laws and regulations, securities regulatory authorities and internal resolutions of the Company, as well as actual conditions of the Company and the market;

(II) Hire intermediary agencies to handle registration, issuance and listing matters of the corporate bonds, including but not limited to authorizing, signing, executing, modifying and completing all necessary documents, contracts, agreements, covenants, various announcements and other legal documents related to the registration, issuance and listing of the corporate bonds, as well as relevant information disclosure according to laws, regulations and other normative documents;

(III) Be responsible for the specific implementation and execution of the registration, issuance, and post-issuance management of the current renewable corporate bonds, including but not limited to: approving, signing, and amending the legal documents in connection with the said bonds and conducting appropriate information disclosure; and approving, signing, and amending the bond terms related thereto and conducting appropriate information disclosure.

(IV) Select the Bond Trustee for the corporate bonds, sign the Bond Trusteeship Management Agreement and formulate the Rules of Bondholders' Meeting;

(V) In case of any change in the policy of the regulatory authorities on the issuance of renewable corporate bonds or any change in market conditions, adjust the specific scheme of the corporate bonds and other relevant matters according to opinions of the regulatory authorities, except those required to be re-voted according to relevant laws, regulations and the Articles of Association;

(VI) Negotiate with relevant commercial banks on the opening of special account for raised funds, open a special account for the raised funds, and timely sign a tripartite supervision agreement on special account for raised funds with the Bond Trustee and the commercial bank that deposit the raised funds according to the project progress;

(VII) Handle other specific matters related to the declaration, issuance and listing of the corporate bonds.

The Company's Board of Directors requests the Shareholders' Meeting to approve the Board of Directors to authorize the Company's Chairman as the authorized person of the Board of Directors for the corporate bonds to handle specific matters related to the corporate bonds on behalf of the Company according to the resolutions of the general meeting of shareholders and authorization of the Board of Directors.

This authorization is valid from the date of deliberation and approval by the Shareholders' Meeting of the Company to the date of completion of the above authorized matters.

The above proposal has been deliberated and approved at the 4th meeting of the Thirteenth Board of Directors on November 13, 2025, and is hereby presented to you for deliberation.

Proposal IV

Proposal of SDIC Power Holdings Co., Ltd. on Renewal of Employment of Accounting Firms

Dear shareholders and shareholders' representatives,

SDIC Power Holdings Co., Ltd. (hereinafter referred to as the Company) hires BDO China Shu Lun Pan CPAs (Special General Partnership) (hereinafter referred to as the Firm) as the audit institution for the year 2025, which will take effect from the date of approval by the Company's Shareholders' Meeting. The details are as follows:

I. Basic information of the accounting firm appointed

(I) Information of the accounting firm

1. Basic information

(1) Institution name: BDO China Shu Lun Pan CPAs (Special General Partnership).

(2) Date of establishment: January 24, 2011.

(3) Organization form: Special general partnership

(4) Registered address: 4F, No. 61, East Nanjing Rd, Huangpu District, Shanghai

(5) Chief partner: Mr. Zhu Jiandi.

(6) As of the end of 2024, the Firm had 296 partners, 2,498 certified public accountants (CPAs), and a total of 10,021 employees. 743 CPAs have signed audit reports on securities services.

(7) The operating revenue of the Firm in 2024 reached RMB 4.748 billion, including RMB 3.672 billion for audit and RMB 1.505 billion for securities.

(8) In 2024, the Firm provided annual report audit services to 693 listed companies. Its key client industries included manufacturing, software and information technology services, scientific research and technology services, wholesale and retail, construction, mining, real estate, transportation, warehousing and postal services, as well as environmental and public facilities management. The total audit fee amounted to RMB 854 million. The Firm even audited 5 other listed companies in the same industry.

2. Investor protection capacity

As of the end of 2024, the Firm had set aside a professional risk fund of RMB 171 million and purchased professional liability insurance with an accumulated indemnity limit of RMB 1.05 billion. The relevant professional liability insurance is sufficient to cover civil compensation liabilities arising from audit failures, and the accrual of the professional risk fund and the purchase of the professional liability insurance are in compliance with relevant regulations.

Situation of assuming civil liabilities in civil lawsuits related to practice conduct over the past three years:

3. Credibility record

Over the past three years, the Firm has been subject to zero criminal penalties, five administrative penalties, 43 enforcements of supervision and management, four enforcements of self-supervision and zero disciplinary actions for its professional practices, with 131 employees involved. In accordance with the provisions of relevant laws and regulations, the aforementioned matters will not affect the Firm's ability to continue undertaking or performing securities services business and other businesses.

(II) Project information

1. Basic information

Signing partner: Ms. Shi Aihong, who obtained the qualification of Chinese CPA in 2010, started auditing listed companies in 2010, started practicing for the Firm in 2012, and began providing audit services for the Company in 2023, and who has signed and reviewed 9 listed companies in the past three years.

Quality-control reviewer (independent review partner): Mr. Xie Dongliang, who obtained the qualification of Chinese CPA in 2012, started auditing listed companies in 2012, started practicing for the Firm in 2022, and began providing audit services for the Company in 2023, and who has signed and reviewed more than 7 listed companies in the past three years.

Signing CPA: Mr. Han Dawei, who obtained the qualification of Chinese CPA in 2024, started auditing listed companies in 2024, started practicing for the Firm in 2024, and began providing audit services for the Company in 2024, and who has signed or reviewed 1 listed company in the last three years.

2. Credibility record

In the past three years, the partner of the project, signed certified public accountant and reviewer of project quality control have not received criminal punishment, administrative punishment and supervision and management measures by the CSRC and its dispatched offices and industry authorities, and self-regulatory measures and disciplinary actions by self-regulatory organizations such as securities trading places and industry associations for their practice.

3. Independence

The Firm, project partner, signing CPA, quality-control reviewer and other practitioners have not violated the requirements for independence stated in China Code of Ethics for Certified Public Accountants.

4. Audit fees

The audit fee for the 2025 annual report is RMB 4.926 million, and the fee for internal control audit is RMB 1.05 million, with an increase of 8.20% compared to the previous year. This is determined by the scope of audit work, professional skills, types of work and workload as well as the number of employees, working days and daily fee for each employee required by audit services that the Firm provides.

II. Procedure Required for Further Employment of the Accounting Firm

(I) Opinions of the Board of Directors

At its 4th Meeting, the 13th Board of Directors gained a thorough understanding of the Firm's practice performance, professional qualifications, and integrity status. It also conducted a review of the Firm's independence, professional competence, integrity, investor protection capabilities, and the appropriateness of the reasons for the Company to re-engage the accounting firm. The Board of Directors concluded that the Firm had adhered to the professional standards of independence, objectivity, and impartiality during the audit of the Company's 2024 financial report, fulfilled its duties diligently, and provided high-quality audit services to the Company. The Firm's performance, investor protection capabilities, and integrity status, among other aspects, all meet the Company's audit requirements for 2025. Therefore, the Board of Directors agreed to engage the Firm as the institution for the Company's 2025 financial audit and internal control audit, and to submit the above-mentioned matters to the Company's Shareholders' Meeting for deliberation.

(II) Effective date

The matter of re-engaging the accounting firm on this occasion shall take effect from the date on which it is deliberated and approved by the Company's Shareholders' Meeting.

Proposal V

Work Report of the Remuneration and Assessment Committee of the Board of Directors of SDIC Power Holdings Co., Ltd.

on the Chairman's Remuneration for 2024

Dear shareholders and shareholders' representatives,

In accordance with the Administrative Measures for Performance Assessment of Members of the Management of SDIC Power Holdings Co., Ltd. (2024 Edition) (hereinafter referred to as the Administrative Measures for Performance Assessment) and 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 other 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 the Company's 2024 annual assessment and calculated the total remuneration of the Company's Chairman in 2024. The details are as follows:

I. Determination of the 2024 Annual Assessment Results

The Company's performance assessment score in 2024 was 144.09, and the assessment rating was A. According to the Administrative Measures for Performance Assessment, the Chairman fully undertakes the Company's performance assessment indicators and directly quotes the Company's performance assessment results.

II. Adjustment of the Chairman's Target Remuneration in 2024

In accordance with the Administrative Measures for Remuneration of Persons-in-Charge, the following adjustment suggestions are put forward for the Chairman's target remuneration in 2024:

The annual target remuneration of Guo Xuyuan, the Chairman of the Company, is adjusted to RMB 1.52 million, effective from May 1, 2024; the annual target remuneration of Zhu Jiwei, the former Chairman of the Company, is adjusted to RMB 1.38 million, effective from January 1, 2024.

III. Verification of the Chairman's Remuneration in 2024

In accordance with the Administrative Measures for Remuneration of Persons-in-Charge and the 2024 performance assessment results, after calculation, the total pre-tax amount of the basic annual salary, performance annual salary, etc. of the Company's Chairman from January to December 2024 is RMB 1.7779 million.

The above proposal has been deliberated and approved at the 4th meeting of the Thirteenth Board of Directors on November 13, 2025, and is hereby presented to you for deliberation.