REG - SDIC Power Holdings - Notice of the 2025 sixth EGM

SDIC Power Holdings CoAnnouncement

13/11/2025 13:00

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RNS Number : 4025H  SDIC Power Holdings Co., LTD  13 November 2025

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:

 Plaintiff (Applicant)  Defendant (Respondent)                                            Litigation (Arbitration) Matter                             Litigation (Arbitration) Amount         Litigation (Arbitration) Result
 Investors              Geeya Technology, Zhou Xuhui, the Firm                            2014 Annual Report                                          The remaining amount is RMB 5 million.  Some investors have filed civil lawsuits against Geeya Technology and the Firm
                                                                                                                                                                                              on the grounds of disputes over liability for securities misrepresentation.
                                                                                                                                                                                              Pursuant to the effective judgments rendered by the competent people's courts,
                                                                                                                                                                                              Geeya Technology shall bear liability for compensation for 12.29% of the
                                                                                                                                                                                              investors' losses, and the Firm shall assume joint and several liability. The
                                                                                                                                                                                              professional liability insurance purchased by the Firm is sufficient to cover
                                                                                                                                                                                              the compensation amount, and all currently effective judgments have been
                                                                                                                                                                                              executed.
 Investors              Protruly, Northeast Securities, Yinxin Appraisal, the Firm, etc.  2015 Restructuring, 2015 Annual Report, 2016 Annual Report  RMB 10.96 million                       Some investors have filed civil lawsuits against Protruly, the Firm, Yinxin
                                                                                                                                                                                              Appraisal, and Northeast Securities on the grounds that Protruly made
                                                                                                                                                                                              securities misrepresentations in its 2015 Annual Report, 2016 Semiannual
                                                                                                                                                                                              Report and Annual Report, 2017 Semiannual Report, as well as its ad-hoc
                                                                                                                                                                                              announcements. The Firm has not been subject to administrative penalties;
                                                                                                                                                                                              however, the competent people's court has ordered the Firm to bear
                                                                                                                                                                                              supplementary liability for compensation for 15% of the debts that Protruly
                                                                                                                                                                                              owed due to its misrepresentation acts between December 30, 2016 and December
                                                                                                                                                                                              29, 2017. At present, the investors who won the lawsuit have applied to the
                                                                                                                                                                                              court for enforcement against the Firm. After accepting the application, the
                                                                                                                                                                                              court has deducted the enforcement funds from the Firm's account. The funds in
                                                                                                                                                                                              the Firm's account are sufficient to cover the investors' enforcement
                                                                                                                                                                                              payments. Additionally, the Firm has purchased adequate professional liability
                                                                                                                                                                                              insurance for accounting firms, which is fully capable of effectively
                                                                                                                                                                                              mitigating practice-related litigation risks and ensuring the effective
                                                                                                                                                                                              enforcement of all effective legal documents.

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.

 

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