Notice of the 2025 fifth EGM.

SDIC Power Holdings CO., LTD.  

(GDR under the symbol: "SDIC")

NOTICE OF THE 2025 FIFTH EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2025 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 Friday, 5 September 2025 at 14:00 p.m., for the purpose of considering, and if thought fit, passing the following resolution.

ORDINARY RESOLUTION

Cumulative Voting Proposal

1.   To consider and approve the Proposal on the Re-election of the Board of Directors and the Election of Non-independent Directors of the Thirteenth Board of Directors

1.01 Guo Xuyuan

1.02 Liu Guojun

1.03 Yu Haimiao

1.04 Zhao Jun

1.05 Zhan Pingyuan

2.   To consider and approve the Proposal on Re-election of the Board of Directors and the Election of Independent Directors of the Thirteenth Board of Directors

2.01 Zhang Lizi

2.02 Xu junli

2.03 Ma Yongyi

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

August 20, 2025

 The resolutions hereunder contain the English translation of the Chinese version of "Meeting materials for the 2025 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 on the Re-election of the Board of Directors and the Election of Non-independent Directors of the Thirteenth Board of Directors of SDIC Power Holdings Co., Ltd.

Dear shareholders and shareholders' representatives,

The Twelfth Board of Directors of SDIC Power Holdings Co., Ltd. (hereinafter referred to as the Company) will expire on September 6, 2025. According to the relevant provisions of the Company Law and the Articles of Association, the Board of Directors of the Company shall be re-elected at the expiration of the term.

According to the recommendations of the Company's shareholders, State Development & Investment Corp., Ltd., China Yangtze Power Co., Ltd., and National Council for Social Security Fund, and approved by the Company's Board of Directors Nomination Committee, the Company's Board of Directors nominates Guo Xuyuan, Liu Guojun, Yu Haimiao, Zhao Jun, and Gao Jun as candidates for Directors (Non-Independent Directors, Non-Employee Directors) of the Company's Thirteenth Board of Directors (resumes attached), with a term of three years, calculated from the date of approval by the Company's Shareholders' Meeting.

In addition, Employee Directors will be replaced after re-election by the Employee Representative Assembly, and the incumbent Employee Directors will continue to perform their duties until the new Employee Directors assume office.

The above proposals have been reviewed and approved at the 47th meeting of the Twelfth Board of Directors of the Company on August 20, 2025, and are now submitted to the meeting in the form of a cumulative voting proposal.

Annex: Resumes of Non-Independent Director Candidates

Annex

Resumes of Non-Independent Director Candidates

Guo Xuyuan, male, Han nationality, born in November 1972, master's degree in engineering, Senior Engineer. Former Director of the Planning and Development Department; Director of the Planning and Development Department & Director of the Environmental Protection Management Center; Director of the Engineering Management Department & Director of the Strategic Development Department and Environmental Protection Management Center; Chief Infrastructure Engineer, Director of Strategic Development Department, Director of Engineering Management Department, Director of Environmental Protection Management Center; Chief Infrastructure Engineer & Director of Strategic Development Department; Deputy General Manager & Chief Infrastructure Engineer; General Manager & Chairman of Yalong River Hydropower Development Co., Ltd.; Chairman of SDIC Power Holdings Co., Ltd. and Chairman of Yalong River Hydropower Development Co., Ltd. Incumbent Chairman of SDIC Power Holdings Co., Ltd.

Liu Guojun, male, Manchu ethnic group, born in December 1966, postgraduate education background and Master of Business Administration degree for senior executive. Incumbent Assistant General Manager, Director of Strategic Development Department (Office of Reform Work, Secretariat of the State Investment Commission), and Director of Reform Work Office of State Development & Investment Corp., Ltd., Director and Vice Chairman of SDIC Power Holdings Co., Ltd.

Yu Haimiao, male, Han nationality, born in March 1974, master's degree in management, senior engineer. Former Director, Deputy Chief Engineer, Chief Engineer and Deputy General Manager of the Engineering Technology Department of Tianjin SDIC Jinneng Electric Power Co., Ltd., Chief Engineer, and Director of the Work Safety Technology Management Department, Chief Engineer, and concurrently Deputy General Manager of SDIC Power Holdings Co., Ltd. Incumbent Director and General Manager of SDIC Power Holdings Co., Ltd.

Zhao Jun, male, Han nationality, born in December 1968, master's degree in engineering. Former Deputy Director of Overseas Investment Department and Deputy Director of Pension Management Department of the National Council for Social Security Fund. Incumbent Director of the Stock Investment Department of the National Council for Social Security Fund, Director of Beijing-Shanghai High-Speed Railway Co., Ltd., and Director of SDIC Power Holdings Co., Ltd.

Gao Jun, male, Han nationality, born in May 1978, master's degree in engineering and business administration, senior economist. Former Employee Management Manager, Talent Development Director, Employee Management Director, Deputy Manager, and Deputy Director of the Human Resources Department of China Yangtze Power Co., Ltd., General Manager and Deputy Secretary of the Party Committee of Chongqing Fuling Energy Industry Group Co., Ltd., Director of Enterprise Management Department (Legal Affairs Office) and Director of Legal Compliance and Enterprise Management Department of China Yangtze Power Co., Ltd. Incumbent Deputy Director of the Maintenance Plant of China Yangtze Power Co., Ltd.

Proposal II

Proposal on the Re-election of the Board of Directors and the Election of Independent Directors of the Thirteenth Board of Directors of SDIC Power Holdings Co., Ltd.

Dear shareholders and shareholders' representatives,

The Twelfth Board of Directors of SDIC Power Holdings Co., Ltd. (hereinafter referred to as the Company) will expire on September 6, 2025. According to the relevant provisions of the Company Law and the Articles of Association, the Board of Directors of the Company shall be re-elected at the expiration of the term.

Upon review and approval by the Nomination Committee of the Company's Board of Directors, the Board of Directors nominates Zhang Lizi, Xu Junli and Ma Yongyi as candidates for Independent Directors of the 13th Board of Directors of the company. The term of office shall be three years, calculated from the date when the decision is approved by the Shareholders' Meeting of the Company.

The above proposals have been reviewed and approved at the 47th meeting of the Twelfth Board of Directors of the Company on August 20, 2025, and are now submitted for discussion by the meeting in the form of a cumulative voting proposal.

Annex: Resumes of Independent Director Candidates

Annex

Resumes of Independent Director Candidates

Zhang Lizi, female, born in 1963, Doctor's degree, a professor at North China Electric Power University, a doctoral supervisor in the School of Electrical and Electronic Engineering of North China Electric Power University, Director of Electric Power Market Research Institute of North China Electric Power University, and Dean of Academy of Modern Electric Power Research of North China Electric Power University. She graduated from North China Electric Power University with a Doctor of Engineering degree in 1990. Former Executive Deputy President of the Academy of Modern Electric Power Research of North China Electric Power University, Assistant to the President, and Director of the Electric Power Engineering Department. Incumbent Independent Director of the Company.

Xu Junli, male, born in 1960, Master's degree, Senior Partner of Tahota (Beijing) Law Firm. He graduated from the School of Law of China University of Political Science and Law with a Bachelor of Laws degree in 1986, and the Graduate School of China University of Political Science and Law with a Master of Laws degree in 1989. Former Partner of Beijing Zhongrui Law Firm, Partner of Beijing Zhongtian Law Firm, and Lawyer of Guangxi Yuandong Business Law Firm. Incumbent Independent Director of the Company.

Ma Yongyi, male, born in 1965, Doctor of Management degree, a second-level professor at the Beijing National Accounting Institute, a Certified Public Accountant in China, a council member of the Accounting Society of China, and an expert enjoying special government allowances from the State Council. He graduated from Central University of Finance and Economics with a Doctor of Management degree in 2003. Former Deputy General Manager of the Investment Banking Department of Heilongjiang Securities Company, Chief Financial Officer of Heilongjiang Lule Er Group, Director of the Distance Education Center of Beijing National Accounting Institute, Director of the Academic Affairs Department of Beijing National Accounting Institute, and Director of the Teacher Management Committee of Beijing National Accounting Institute. Incumbent Independent Non-Executive Director of Yongsheng Service Group Co., Ltd. and Independent Director of Glodon Company Limited.