REG - SDIC Power Holdings - Notice of the 2026 second EGM
05/02/2026 12:00
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RNS Number : 8617R SDIC Power Holdings Co., LTD 05 February 2026
SDIC Power Holdings CO., LTD.
(GDR under the symbol: "SDIC")
NOTICE OF THE 2026 SECOND EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2026 Second 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, March 2, 2026
at 14:00 p.m., for the purpose of considering, and if thought fit, passing the
following resolution.
SPECIAL RESOLUTION
1. Proposal on Amending the Articles of Association
2. Proposal on Amending the Rules of Procedures of the Board of Directors
The Board of Directors of SDIC Power Holdings CO., LTD.
February 5, 2026
The resolutions hereunder contain the English translation of the Chinese
version of "Meeting materials for the 2026 Second 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 Amending the Articles of
Association
Dear shareholders and shareholders' representatives,
Based on its actual business operations and in accordance with the provisions
of the Guidelines for the Corporate Governance of Listed Companies (Revised in
October 2025) issued by the China Securities Regulatory Commission and the
Administrative Measures for the Authorization Management of the Board of
Directors of Central Enterprises (Trial) (GZFGG (2025) No. 38) issued by the
State-owned Assets Supervision and Administration Commission of the State
Council, SDIC Power Holdings Co., Ltd. (hereinafter referred to as the
"Company") intends to amend its Articles of Association and conduct industrial
and commercial registration changes. The details are as follows:
I. Content of Amendments to the Articles of Association of SDIC Power
1. Amendments shall be made in accordance with the Administrative Measures for
the Authorization Management of the Board of Directors of Central Enterprises
(Trial) (GZFGG 2025 No. 38). The relevant contents regarding the approval by
the Chairman and General Manager authorized by the Company's Board of
Directors shall be deleted, and the powers of the Company's Board of Directors
shall be standardized and supplemented.
2. Adaptive adjustments shall be made in accordance with the Guidelines for
the Corporate Governance of Listed Companies (Revised in October 2025).
(1) Further standardize the main responsibilities of the Nomination Committee
of the Company's Board of Directors.
(2) Further standardize the standards for the Board of Directors to review
related-party transactions.
(3) Standardize and supplement the powers of the Company's Board of Directors.
(4) Standardize and supplement the handling plan when the Company's directors
and senior executives are disqualified from serving as directors or senior
executives of the Company.
3. Adjust the management model of the Company's senior executives in light of
the actual needs of the Company's corporate governance.
4. Revise some expressions.
II. Amended Clauses of the Articles of Association of SDIC Power
The following clauses of the Articles of Association of SDIC Power are to be
amended (see the table below):
Existing clauses Amended clauses
(Amended or newly added contents are underlined and bolded)
4.3.2 Any transaction behaviors (except that the Company provides financial 4.3.2 Any transaction behaviors (except that the Company provides financial
support, guarantees and receives cash assets and debts which purely reduce the support, guarantees and receives cash assets and debts which purely reduce the
Company's obligations) in respect of the Company or its controlled Company's obligations) in respect of the Company or its controlled
subsidiaries shall be submitted to the shareholders' meeting for deliberation subsidiaries shall be submitted to the shareholders' meeting for deliberation
and approval if: and approval if:
(I) The total amount of the assets involved in such transaction (calculated (I) The total amount of the assets involved in such transaction (calculated
based on the higher of the book value and estimated value if both exist) based on the higher of the book value and estimated value if both exist)
accounts for more than fifty percent of the Company's total assets as audited accounts for more than fifty percent of the Company's total assets as audited
in the latest term; in the latest term;
(II) The net assets involved in the transaction object (such as equity) (II) The net assets involved in the transaction object (such as equity)
(calculated based on the higher of the book value and estimated value if both (calculated based on the higher of the book value and estimated value if both
exist) account for more than fifty percent of the Company's net assets as exist) account for more than fifty percent of the Company's net assets as
audited in the latest term, with an absolute amount of more than RMB 50 audited in the latest term, with an absolute amount of more than RMB 50
million; million;
(III) The transaction has a turnover (including assumed debts and expenses) of (III) The transaction has a turnover (including assumed debts and expenses) of
more than fifty percent of the net assets of the Company as audited in the more than fifty percent of the net assets of the Company as audited in the
latest fiscal year, with an absolute amount of more than RMB 50 million; latest fiscal year, with an absolute amount of more than RMB 50 million;
(IV) Profits from the transaction account for more than fifty percent of the (IV) Profits from the transaction account for more than fifty percent of the
net profit of the Company as audited in the latest fiscal year, with an net profit of the Company as audited in the latest fiscal year, with an
absolute amount of above RMB 5 million; absolute amount of above RMB 5 million;
(V) Relevant operating revenue of the transaction object (such as equity) in (V) Relevant operating revenue of the transaction object (such as equity) in
the latest fiscal year accounts for more than fifty percent of the total the latest fiscal year accounts for more than fifty percent of the total
operating revenue of the Company as audited in the latest fiscal year, with an operating revenue of the Company as audited in the latest fiscal year, with an
absolute amount of above RMB 50 million; absolute amount of above RMB 50 million;
(VI) Relevant net profit of the transaction object (such as equity) in the (VI) Relevant net profit of the transaction object (such as equity) in the
latest fiscal year accounts for more than fifty percent of the total net latest fiscal year accounts for more than fifty percent of the total net
profit of the Company as audited in the latest fiscal year, with an absolute profit of the Company as audited in the latest fiscal year, with an absolute
amount of above RMB 5 million. amount of above RMB 5 million.
If these Articles or laws and regulations provide otherwise for the If these Articles or laws and regulations provide otherwise for the
consideration and voting of transaction behaviors, the relevant provisions consideration and voting of transaction behaviors, the relevant provisions
shall be followed. shall be followed.
If the data involved in the above indicators is negative, the absolute value If the data involved in the above indicators is negative, the absolute value
shall be taken for the calculation. The term "transaction" as defined in these shall be taken for the calculation.
Articles includes the following: purchase or sale of assets; overseas
investment (including entrusted wealth management, investment in subsidiaries, The following guarantee matters of the Company shall be submitted to the
etc.); provision of financial support (including interest-bearing or shareholders' meeting for deliberation after being deliberated on and approved
interest-free loans, entrusted loans, etc.); provision of guarantees by the Board of Directors:
(including guarantees for controlled subsidiaries, etc.); lease-in or
lease-out of assets; entrustment or trusteeship of assets and business; (I) Any guarantee provided after the total guarantee to third parties provided
donation or receipt of donated assets; debt and debt restructuring; signing of by the Company and its controlled subsidiaries has exceeded fifty percent of
license agreements; transfer or acquisition of research and development the Company's net assets as audited in the latest term;
projects; waiver of rights (including waiver of preemptive right to purchase,
preemptive right to subscribe for capital contributions, etc.); other (II) Any guarantee provided after the total external guarantee provided by the
transactions recognized by the Shanghai Stock Exchange (none of the above Company and its controlled subsidiaries has exceeded thirty percent of the
transactions include the purchase of raw materials, fuels and power; provision Company's total assets as audited in the latest term;
or receipt of labor services, etc.; as well as the sale of products and
commodities, etc.; project contracting and other transactions related to daily (III) Any guarantee provided to others after the amount of the guarantee,
operations, but such asset purchase or sale activities involved in asset swaps calculated on a cumulative basis within twelve consecutive months according to
are still included). the principle of cumulative calculation of the guaranteed amount, exceeds 30%
of the Company's total assets as audited in the latest term;
The following guarantee matters of the Company shall be submitted to the
shareholders' meeting for deliberation after being deliberated on and approved (IV) Any guarantee provided to a party who has an asset-liability ratio in
by the Board of Directors: excess of seventy percent;
(I) Any guarantee provided after the total guarantee to third parties provided (V) Any single guarantee with the amount in excess of ten percent of the
by the Company and its controlled subsidiaries has exceeded fifty percent of Company's net assets as audited in the latest term;
the Company's net assets as audited in the latest term;
(VI) Any guarantee provided to shareholders, actual controllers and their
(II) Any guarantee provided after the total external guarantee provided by the related parties.
Company and its controlled subsidiaries has exceeded thirty percent of the
Company's total assets as audited in the latest term; The guarantee mentioned in the preceding Item (III) subject to deliberation of
the shareholders' meeting shall be approved by at least two-thirds of the
(III) Any guarantee provided to others after the amount of the guarantee, votes held by the shareholders present at the meeting.
calculated on a cumulative basis within twelve consecutive months according to
the principle of cumulative calculation of the guaranteed amount, exceeds 30% Where there is any violation of the authority of the Board of Directors and
of the Company's total assets as audited in the latest term; the shareholders' meeting to approve external guarantees in these Articles and
any violation of the approval authority and deliberation procedures to provide
(IV) Any guarantee provided to a party who has an asset-liability ratio in external guarantees, the relevant personnel shall be held responsible in
excess of seventy percent; accordance with the relevant laws and regulations and the provisions of these
Articles.
(V) Any single guarantee with the amount in excess of ten percent of the
Company's net assets as audited in the latest term; If the Company's financial support matters fall under any of the following
circumstances, they shall also be submitted to the shareholders' meeting for
(VI) Any guarantee provided to shareholders, actual controllers and their deliberation after being deliberated on and approved by the Board of
related parties. Directors:
The guarantee mentioned in the preceding Item (III) subject to deliberation of (I) The amount of single financial support exceeds 10% of the net assets of
the shareholders' meeting shall be approved by at least two-thirds of the the Company as audited in the latest term;
votes held by the shareholders present at the meeting.
(II) The latest financial statement data of the funded object shows that the
Where there is any violation of the authority of the Board of Directors and asset-liability ratio exceeds 70%;
the shareholders' meeting to approve external guarantees in these Articles and
any violation of the approval authority and deliberation procedures to provide (III) The accumulated amount of financial support in the last 12 months
external guarantees, the relevant personnel shall be held responsible in exceeds 10% of the net assets of the Company as audited in the latest term;
accordance with the relevant laws and regulations and the provisions of these
Articles. (IV) Other circumstances as stipulated by CSRC, the stock exchange or these
Articles.
If the Company's financial support matters fall under any of the following
circumstances, they shall also be submitted to the shareholders' meeting for If the recipient of the financial support is a controlled subsidiary within
deliberation after being deliberated on and approved by the Board of the scope of the Company's consolidated financial statements and the other
Directors: shareholders of such controlled subsidiary do not include the controlling
shareholder, the actual controller and their related parties of the listed
(I) The amount of single financial support exceeds 10% of the net assets of company, it may be exempted from the application of the provisions of the
the Company as audited in the latest term; preceding paragraph.
(II) The latest financial statement data of the funded object shows that the
asset-liability ratio exceeds 70%;
(III) The accumulated amount of financial support in the last 12 months
exceeds 10% of the net assets of the Company as audited in the latest term;
(IV) Other circumstances as stipulated by CSRC, the stock exchange or these
Articles.
If the recipient of the financial support is a controlled subsidiary within
the scope of the Company's consolidated financial statements and the other
shareholders of such controlled subsidiary do not include the controlling
shareholder, the actual controller and their related parties of the listed
company, it may be exempted from the application of the provisions of the
preceding paragraph.
5.2.3 The Board of Directors consists of 9 directors, including 3 independent 5.2.3 The Board of Directors consists of 9 directors, including 3 independent
directors. The Board of Directors shall comprise one chairman, one vice directors. The Board of Directors shall comprise one chairman, one vice
chairman, and one employee director. The Chairman and the Vice Chairman shall chairman, and one employee director. The Chairman and the Vice Chairman shall
be elected by a majority of the votes of all directors of the Board of be elected by a majority of the votes of all directors of the Board of
Directors. Outside directors shall in principle constitute the majority of the Directors. Outside directors shall in principle constitute the majority of the
Board. For purposes of this article, "Outside Directors" refers to a Board. For purposes of this article, "Outside Directors" refers to a director
non-executive director who does not hold any other position within the who does not hold any other position within the Company.
Company.
The Employee Director shall be democratically elected by the employees of the
The Employee Director shall be democratically elected by the employees of the Company by means of Employee Representatives' Meeting, Employees' Meeting or
Company by means of Employee Representatives' Meeting, Employees' Meeting or others.
others.
5.2.4 The Board of Directors shall perform the following functions and powers: 5.2.4 The Board of Directors shall perform the following functions and powers:
(I) Deliberate on and determine the implementation of decisions and (I) Deliberate on and determine the implementation of decisions and
arrangements of the CPC Central Committee and major initiatives of national arrangements of the CPC Central Committee and major initiatives of national
development strategies; development strategies;
(II) Convene the shareholders' meeting and report on its work to the (II) Convene the shareholders' meeting and report on its work to the
shareholders' meeting; shareholders' meeting;
(III) Implement the resolutions of the shareholders' meeting; (III) Implement the resolutions of the shareholders' meeting;
(IV) Decide the Company's business plans and investment plans; (IV) Decide the Company's business plans and investment plans;
(V) Formulate the profit distribution plan, profit distribution policy (V) Formulate the profit distribution plan, profit distribution policy
adjustment plan, loss recovery plans for the Company; adjustment plan, loss recovery plans for the Company;
(VI) Formulate the plans to increase or decrease registered capital, issue (VI) Formulate the plans to increase or decrease registered capital, issue
bonds or other securities, and list for the Company; bonds or other securities, and list for the Company;
(VII) Draw up schemes concerning major purchase, purchase of the Company's (VII) Draw up schemes concerning major purchase, purchase of the Company's
stocks, or merger, division, dissolution and alteration of the Company; stocks, or merger, division, dissolution and alteration of the Company;
(VIII) Deliberate and approve related-party transactions between the Company (VIII) Deliberate and approve related-party transactions between the Company
and related natural persons with a transaction amount of more than RMB 300,000 and related natural persons with a transaction amount of more than RMB 300,000
(except for the guarantee provided by the Company, if it meets the criteria (except for the guarantee provided by the Company, if it meets the criteria
for deliberation at the shareholders' meeting, it shall be submitted to the for deliberation at the shareholders' meeting, it shall be submitted to the
shareholders' meeting for deliberation and approval after deliberation by the shareholders' meeting for deliberation and approval after deliberation by the
Board of Directors), and deliberate and approve related-party transactions Board of Directors), and deliberate and approve related-party transactions
between the Company and related parties with a transaction amount of more than between the Company and related parties with a transaction amount of more than
RMB 3 million and accounting for more than 0.5% of value of the Company's net RMB 3 million and accounting for more than 0.5% of value of the Company's net
assets as audited in the latest term (except for the guarantee provided by the assets as audited in the latest term (except for the guarantee provided by the
Company, if it meets the criteria for deliberation at the shareholders' Company, if it meets the criteria for deliberation at the shareholders'
meeting, it shall be submitted to the shareholders' meeting for deliberation meeting, it shall be submitted to the shareholders' meeting for deliberation
and approval after deliberation by the Board of Directors). and approval after deliberation by the Board of Directors).
The amount of related-party transactions between the Company and the same The amount of related-party transactions between the Company and the same
related party, or transaction related to the type of transaction object related party, or transaction related to the type of transaction object
between the Company and different related party, will be calculated according between the Company and different related party, will be calculated according
to the principles of accumulative calculation for twelve (12) consecutive to the principles of accumulative calculation for twelve (12) consecutive
months; months;
(IX) Deliberate and approve the guarantees and other transactions that shall The Board of Directors shall accurately and comprehensively identify the
be reviewed by the Board of Directors as stipulated in 5.2.8 of these related parties and related-party transactions of the listed company, focus on
Articles; reviewing the necessity, fairness and compliance of related-party
transactions, and strictly implement the voting avoidance system for
(X) Decide on the establishment of internal management organizations of the related-party transactions;
Company;
(IX) Review and approve guarantees and other transaction matters that should
(XI) Decide on the appointment or dismissal of the Company's general manager, be reviewed by the Board of Directors;
secretary of the Board of Directors, and other senior executives according to
relevant regulations and procedures, and determine their remuneration, (X) Decide on the Company's important reform plans, the establishment of
rewards, and punishments; appoint or dismiss the deputy general managers, the internal management organizations and adjustment plans, and decide on the
chief accountant (chief financial officer), and the general counsel according establishment or revocation of branches;
to the nomination of general manager and determine their remuneration,
rewards, and punishments. (XI) In accordance with relevant regulations, decide on the appointment or
dismissal of the Company's general manager, secretary of the Board of
(XII) Formulate the basic management system of the Company; Directors, and other senior executives, and determine their remuneration,
rewards, and punishments; appoint or dismiss the deputy general managers, the
(XIII) Develop the methods of performance evaluation, sign annual and term chief accountant (chief financial officer), and the general counsel according
performance responsibility letters with the management members, and to the nomination of general manager and determine their remuneration,
scientifically and reasonably determine the performance evaluation results of rewards, and punishments.
management members;
(XII) Formulate the basic management system of the Company;
(XIV) Develop the salary management measures for senior executives, make the
salary distribution plan for senior executives, and establish and improve the (XIII) Develop the methods of performance evaluation, sign annual and term
restraint mechanism matching with the incentives of the management members; performance responsibility letters with the management members, and
scientifically and reasonably determine the performance evaluation results of
(XV) Work out amendments to these Articles; management members;
(XVI) Manage information disclosure matters of the Company; (XIV) Develop the salary management measures for senior executives, make the
salary distribution plan for senior executives, and establish and improve the
(XVII) Propose to the shareholders' meeting to hire or replace the accounting restraint mechanism matching with the incentives of the management members;
firm as the auditor of the Company and determine its remuneration;
(XV) Work out drafts and amendments to these Articles;
(XVIII) Make major accounting policies and accounting estimate change plans of
the Company; (XVI) Manage information disclosure matters of the Company;
(XIX) Formulate the stock ownership incentive plan of the Company; (XVII) Propose to the shareholders' meeting to hire or replace the accounting
firm as the auditor of the Company and determine its remuneration;
(XX) Receive the working reports of the general manager and investigate his or
her work; (XVIII) Make major accounting policies and accounting estimate change plans of
the Company;
(XXI) Decide on the establishment of special committees and the appointment
and dismissal of their relevant candidates; (XIX) Formulate the stock ownership incentive plan of the Company;
(XXII) Formulate a work report of the Board of Directors; (XX) Receive the working reports of the general manager and investigate his or
her work;
(XXIII) Decide on the Company's compliance management system, deliberate on
and approve the basic system, system construction plan and annual report of (XXI) Decide on the establishment of special committees and the appointment
compliance management, promote the improvement of the compliance management and dismissal of their relevant candidates;
system and evaluate its effectiveness, study and decide on major matters of
compliance management, and decide on the setting and responsibilities of the (XXII) Formulate a work report of the Board of Directors;
Compliance Management Department;
(XXIII) Establish and improve internal supervision and risk control systems,
(XXIV) Guide, inspect and evaluate the Company's internal audit, decide on the and strengthen internal compliance management. Decide the Company's risk
person in charge of the Company's internal audit institution, establish a management system, internal control system, accountability system for
mechanism under which the audit department is responsible to the Board of non-compliance with business and investment responsibilities, and compliance
Directors, and deliberate on and approve the annual audit plan and important management system, and carry out general monitoring and evaluation of the
audit reports; Company's risk management, internal control and legal compliance management
systems and their effective implementation;
(XXV) Other functions and powers granted by laws, administrative regulations,
departmental rules, these Articles or the shareholders' meeting. (XXIV) Guide, inspect and evaluate the Company's internal audit, decide on the
person in charge of the Company's internal audit institution, establish a
When the Board of Directors makes any resolutions mentioned in the previous mechanism under which the audit department is responsible to the Board of
paragraphs, Items (VI), (VII) and (XV), which shall be voted and approved by Directors, and deliberate on and approve the annual audit plan and important
more than 2/3 of the directors, other items may generally be voted and audit reports;
approved by more than 1/2 of the directors attending the board meeting.
(XXV) Other functions and powers granted by laws, administrative
regulations, departmental rules, other normative documents, these Articles or
the shareholders' meeting.
When the Board of Directors makes any resolutions mentioned in the previous
paragraphs, Items (VI), (VII) and (XV), which shall be voted and approved by
more than 2/3 of the directors, other items may generally be voted and
approved by more than 1/2 of the directors attending the board meeting.
5.2.8 The Board of Directors shall determine the authorities over foreign 5.2.8 The Board of Directors shall determine the authorities over foreign
investment, purchase and sale of assets, pledge of assets, external investment, purchase and sale of assets, pledge of assets, external
guarantees, entrusted financing, related-party transactions, and external guarantees, entrusted financing, related-party transactions, and external
donations, and establish strict examination and decision-making procedures. donations, and establish strict examination and decision-making procedures.
Key investment projects shall be reviewed by the relevant experts and Key investment projects shall be reviewed by the relevant experts and
professionals and submitted to the shareholders' meeting for approval. professionals and submitted to the shareholders' meeting for approval.
(I) The following transactions of the Company or its controlled subsidiaries The Company shall formulate a decision-making power and responsibility list
(except for the provision of guarantee, receipt of cash assets and simple debt for corporate governance entities, stipulate the specific matters authorized
relief of the Company's obligations) shall be reviewed and approved by the by the Board of Directors and the authorization limit standards, and implement
Board of Directors: them after being approved by the Board of Directors.
1. The total amount of the assets involved in such transaction (calculated
based on the higher of the book value and estimated value if both exist)
accounts for more than one percent and less than fifty percent of the
Company's total assets as audited in the latest term;
2. The net assets involved in the transaction object (such as equity)
(calculated based on the higher of the book value and estimated value if both
exist) account for more than one percent and less than fifty percent of the
Company's net assets as audited in the latest term, or with an absolute amount
of less than RMB 50 million although the aforementioned criteria are met;
3. The transaction has a turnover (including assumed debts and expenses) of
more than one percent and less than fifty percent of the Company's net assets
as audited in the latest term, or with an absolute amount of less than RMB 50
million although the aforementioned criteria are met;
4. Profits from the transaction account for more than one percent and less
than fifty percent of the net profit of the Company as audited in the latest
fiscal year, or with an absolute amount of less than RMB 5 million although
the aforementioned criteria are met;
5. Relevant operating revenue of the transaction object (such as stock equity)
in the latest fiscal year accounts for more than one percent and less than
fifty percent of the total operating revenue of the Company as audited in the
latest fiscal year, or with an absolute amount of less than RMB 50 million
although the aforementioned criteria are met;
6. Relevant net profit of the transaction object (such as stock equity) in the
latest fiscal year accounts for more than one percent and less than fifty
percent of the net profits of the Company as audited in the latest fiscal
year, or with an absolute amount of less than RMB 5 million although the
aforementioned criteria are met.
If the data involved in the above indicators is negative, the absolute value
shall be taken for the calculation.
The external guarantees of the Company shall be reviewed and approved by the
Board of Directors, except for those required by laws and regulations,
regulatory authorities and Article 4.2.2 of these Articles to be submitted to
the shareholders' meeting for review.
(II) The following transactions of the Company (except for the provision of
guarantee, receipt of cash assets and simple debt relief of the Company's
obligations) shall be reviewed and approved by the chairman as authorized by
the Board of Directors:
1. The total amount of the assets involved in such a transaction (calculated
based on the higher of the book value and estimated value if both exist)
accounts for more than one percent and less than ten percent of the total
assets of the Company as audited in the latest term;
2. The net assets involved in transaction object (such as equity) (calculated
based on the higher of the book value and estimated value if both exist)
account for more than one percent and less than ten percent of the net assets
of the Company as audited in the latest term;
3. The transaction has a turnover (including assumed debts and expenses) of
more than one percent and less than ten percent of the net assets of the
Company as audited in the latest term;
4. Profits from the transaction account for more than one percent and less
than ten percent of the net profits of the Company as audited in the latest
fiscal year;
5. Relevant operating revenue of the transaction object (such as stock equity)
in the latest fiscal year accounts for more than one percent and less than ten
percent of the operating revenue of the Company as audited in the latest
fiscal year;
6. Relevant net profit of the transaction object (such as stock equity) in the
latest fiscal year accounts for more than one percent and less than ten
percent of the net profits of the Company as audited in the latest fiscal
year.
If the data involved in the above indicators is negative, the absolute value
shall be taken for the calculation.
(III) The external donations of the Company shall be approved by the Board of
Directors, and the general manager shall be authorized to make decisions on
matters with a single amount of RMB 20 million or less.
5.4.5 The Board of Directors shall establish specialized committees, including 5.4.1 The Board of Directors shall establish specialized committees, including
the Strategy Committee, Nomination Committee, Compensation and Evaluation the Audit Committee, Strategy Committee, Nomination Committee, Compensation
Committee, and Environment, Social and Governance (ESG) Committee, which shall and Evaluation Committee, and Environment, Social and Governance (ESG)
perform their duties in accordance with these Articles of Association and the Committee, which shall perform their duties in accordance with these Articles
authorization of the Board. Proposals from such specialized committees shall of Association and the authorization of the Board. Proposals from such
be submitted to the Board for review and decision. The working rules for the specialized committees shall be submitted to the Board for review and
special committees shall be formulated by the Board of Directors. decision. The working rules for the special committees shall be formulated by
the Board of Directors.
5.4.7 Independent directors shall constitute a majority of the Nomination 5.4.7 The Nomination Committee is responsible for formulating the selection
Committee, with an independent director serving as its convener. Main duties criteria and procedures for directors and senior executives, fully considering
of the Nomination Committee: factors such as the personnel composition and professional structure of the
Board of Directors. Independent directors shall constitute a majority of the
(I) Research and propose recommendations on the selection criteria and Nomination Committee, with an independent director serving as its convener.
procedures for directors and senior executives; Main duties of the Nomination Committee:
(II) Select and appoint qualified candidates for directors and senior (I) Select and review candidates for directors and senior executives and their
executives; eligibility for office;
(III) Review and provide recommendations on candidates for directors and (II) Put forward suggestions on matters of nominating or dismissing directors;
senior executives. and
(III) Put forward suggestions on the appointment or dismissal of senior
executives.
The Nomination Committee of the Company's Board of Directors shall review
whether director candidates meet the eligibility requirements. When disclosing
information about director candidates, the Company shall simultaneously
disclose the review opinions of the Nomination Committee of the Board of
Directors.
6.4 The senior executives of the Company adopt the professional manager 6.4 The senior executives of the Company have a term of office of three years,
system, with a term of office of three years, and may be reappointed upon and may be reappointed upon expiration of their term of office, and their term
expiration of their term of office, and their term of office is generally of office is generally consistent with the term of office of the Board of
consistent with the term of office of the Board of Directors of the Company. Directors of the Company. Senior executives shall implement term-based and
Senior executives sign appointment agreements and performance contracts, and contractual management, sign employment agreements and performance contracts,
shall be subject to rigid assessment and fulfillment requirements to strictly implement the requirements of rigid assessment and fulfillment, and
strengthen the equivalence of responsibilities, rights, and obligations. The strengthen the balance of responsibilities, rights and obligations; strengthen
performance results of performance contracts serve as an important basis for term-of-office management, and take the contract fulfillment results as an
the evaluation, compensation distribution, and job adjustment of senior important basis for the assessment, evaluation, salary distribution, position
executives. adjustment, etc. of senior executives.
6.5 The general manager shall report to the Board of Directors and shall 6.5 The general manager shall report to the Board of Directors and shall
exercise the following functions and powers: exercise the following functions and powers:
(I) Preside over the Company's production, operation and management work, (I) Preside over the Company's production, operation and management work,
organize the implementation of the resolutions of the Board of Directors, and organize the implementation of the resolutions of the Board of Directors, and
report work to the Board of Directors; report work to the Board of Directors;
(II) Draft and organize the implementation of the Company's business policy, (II) Draft and organize the implementation of the Company's business policy,
investment plan, business plan and investment scheme; investment plan, business plan and investment scheme;
(III) Review and approve the following transactions of the Company (except for (III) Formulate a plan for the establishment of the Company's internal
the provision of guarantee, receipt of cash assets and simple debt relief of management institutions;
the Company's obligations):
(IV) Formulate the Company's basic management systems;
1. The total amount of the assets involved in such transaction (calculated
based on the higher of the book value and estimated value if both exist) (V) Formulate specific regulations for the Company;
accounts for less than one percent of the total assets of the Company as
audited in the latest term; (VI) Propose the appointment or dismissal of the Company's deputy general
manager, chief accountant (chief financial officer), general counsel, other
2. The net assets involved in transaction object (such as equity) (calculated senior executives, etc. to the Board of Directors;
based on the higher of the book value and estimated value if both exist)
account for less than one percent of the net assets of the Company as audited (VII) Decide on the appointment or dismissal of management personnel other
in the latest term; than those whose appointment or dismissal shall be decided by the Board of
Directors;
3. The transaction amount (including the debts and expenses assumed) accounts
for less than one percent of the net assets of the Company as audited in the (VIII) Prepare the construction scheme of compliance management system and the
latest term; basic system of compliance management, and organize their implementation after
approval by the Board of Directors. Organize and develop specific compliance
4. Profits from the transaction account for less than one percent of the net management systems, respond to major compliance risk events, approve annual
profit of the Company as audited in the latest fiscal year; compliance management plans, and guide and supervise compliance management of
all departments and affiliated enterprises;
5. Relevant operating revenue of the transaction object (such as equity) in
the latest fiscal year accounts for less than one percent of the total (IX) Other powers granted by these Articles of Association or the Board of
operating revenue of the Company as audited in the latest fiscal year; Directors.
6. Relevant net profit of the transaction object (such as equity) in the
latest fiscal year accounts for less than one percent of the net profits of
the Company as audited in the latest fiscal year.
If the data involved in the above indicators is negative, the absolute value
shall be taken for the calculation.
For external investments within the authorities set out above, strict review
and decision-making procedures should be established; major investment
projects shall involve relevant experts and professionals for evaluation.
(IV) Review and approve the related-party transactions in which the
transaction amount between the Company or its controlled subsidiary and
related natural persons is less than RMB 300,000 (excluding guarantees
provided by the Company), and the transactions between the Company or its
controlled subsidiary and related legal persons (excluding guarantees provided
by the company) with a transaction amount of less than RMB 3 million, or
related-party transactions where the transaction amount accounts for less than
0.5% of the absolute value of the Company's net assets as audited in the
latest term;
The amount of related-party transactions between the Company and the same
related party, or transaction related to the type of transaction object
between the Company and different related party, will be calculated according
to the principles of accumulative calculation for twelve (12) consecutive
months;
(V) Formulate the plan for the establishment of the Company's internal
management organization;
(VI) Formulate the basic management system of the Company;
(VII) Formulate detailed rules of the Company;
(VIII) Propose the appointment or dismissal of the Company's deputy general
manager, chief accountant (chief financial officer), and general counsel to
the Board of Directors;
(IX) Decide to appoint or dismiss management personnel other than those to be
appointed or dismissed by the Board of Directors;
(X) Prepare the construction scheme of compliance management system and the
basic system of compliance management, and organize their implementation after
approval by the Board of Directors. Organize and develop specific compliance
management systems, respond to major compliance risk events, approve annual
compliance management plans, and guide and supervise compliance management of
all departments and affiliated enterprises;
(XI) Exercise other functions and powers provided in these Articles or granted
by the Board of Directors.
8.1.1 Any person may not serve as the director or the senior executive of the 8.1.1 Any person may not serve as the director or the senior executive of the
Company if such person: Company if such person:
… …
(VIII) Other circumstances specified by laws, administrative regulations, or (VIII) Other circumstances specified by laws, administrative regulations, or
departmental rules. departmental rules.
For directors, or senior executives elected, delegated, or employed in For directors, or senior executives elected, delegated, or employed in
violation of previous provisions, such election, delegation or employment is violation of previous provisions, such election, delegation or employment is
null and void. In case any circumstance as set forth in this Article occurs to null and void. If a director meets the circumstances listed in the first
directors, supervisors, or senior executives during their terms of office, the paragraph of this Article during their term of office, they shall immediately
Company shall immediately remove such person from their position and terminate stop performing their duties. After the Board of Directors knows or should
all exercise of their authorities. know that such facts have occurred, it shall immediately remove them from
office in accordance with regulations. The Nomination Committee of the Board
of Directors shall evaluate the eligibility of directors. If it is found that
a director does not meet the eligibility requirements, it shall promptly
propose to the Board of Directors to remove them from office.
If a senior executive meets the circumstances listed in the first paragraph of
this Article during their term of office, they shall immediately stop
performing their duties and resign from their positions; if a senior executive
fails to submit a resignation, after the Board of Directors knows or should
know that such facts have occurred, it shall immediately remove them from
office in accordance with regulations. The Nomination Committee of the Board
of Directors shall evaluate the eligibility of senior executives. If it is
found that a senior executive does not meet the eligibility requirements, it
shall promptly propose to the Board of Directors to dismiss them from office.
14.1 Definition 14.1 Definition
(I) Controlling shareholder refers to a shareholder whose shares exceed 50% of (I) Controlling shareholder refers to a shareholder whose shares exceed 50% of
the Company's total equity or a shareholder who holds less than 50% of the the Company's total equity or a shareholder who holds less than 50% of the
shares but whose voting rights are sufficient to have a significant impact on shares but whose voting rights are sufficient to have a significant impact on
the resolutions of the shareholders' meeting. the resolutions of the shareholders' meeting.
… …
(IV) The term "transaction" as defined in these Articles includes the
following: purchase or sale of assets; overseas investment (including
entrusted wealth management, investment in subsidiaries, etc.); provision of
financial support (including interest-bearing or interest-free loans,
entrusted loans, etc.); provision of guarantees (including guarantees for
controlled subsidiaries, etc.); lease-in or lease-out of assets; entrustment
or trusteeship of assets and business; donation or receipt of donated assets;
debt and debt restructuring; signing of license agreements; transfer or
acquisition of research and development projects; waiver of rights (including
waiver of preemptive right to purchase, preemptive right to subscribe for
capital contributions, etc.); other transactions recognized by the Shanghai
Stock Exchange (none of the above transactions include the purchase of raw
materials, fuels and power; provision or receipt of labor services, etc.; as
well as the sale of products and commodities, etc.; project contracting and
other transactions related to daily operations, but such asset purchase or
sale activities involved in asset swaps are still included).
The full text of the revised Articles of Association can be found on the
website of Shanghai Stock Exchange www.sse.com.cn.
The above proposal has been deliberated and approved at the 6th meeting of the
Thirteenth Board of Directors on February 5, 2026, and is hereby presented to
you for deliberation. This proposal needs to be reviewed in the form of a
special resolution.
Proposal II
Proposal of SDIC Power Holdings Co., Ltd. on Amending the Rules of Procedures
of the Board of Directors
Dear shareholders and shareholders' representatives,
Based on its actual business operations and in accordance with the regulatory
provisions such as the Guidelines for the Corporate Governance of Listed
Companies (Revised in October 2025) issued by the China Securities Regulatory
Commission, the Administrative Measures for the Authorization Management of
the Board of Directors of Central Enterprises (Trial) (GZFGG (2025) No. 38)
issued by the State-owned Assets Supervision and Administration Commission of
the State Council, and the Articles of Association, SDIC Power Holdings Co.,
Ltd. (hereinafter referred to as the "Company") intends to amend the Rules of
Procedures of the Board of Directors. The details are as follows:
The comparison of clauses is as follows:
Existing clauses Amended clauses
(The new content is indicated by underline and bold.)
Article 2 In addition to complying with relevant laws, regulations, regulatory Article 2 In addition to complying with relevant laws, regulations, regulatory
documents and the relevant provisions of the Articles of Association of the documents and the relevant provisions of the Articles of Association of the
Company, the Board of Directors of the Company shall also abide by the Company, the Board of Directors of the Company shall also abide by the
provisions of these Rules. provisions of these Rules. The Company shall set up a Board of Directors. The
Board of Directors is the main body of the Company's business decision-making,
playing the role of setting strategy, making decisions and preventing risks,
exercising the right to make decisions on major issues of the Company in
accordance with the legal procedures and the Articles of Association, and
strengthening the management and supervision of the Management.
Article 3 The Board of Directors of the Company is responsible to the Article 3 The Board of Directors of the Company is responsible to the
shareholders' meeting. The research and discussion by the Company's Party shareholders' meeting. The research and discussion by the Company's Party
Committee is a prerequisite procedure for the Board of Directors to make Committee is a prerequisite procedure for the Board of Directors to make
decisions on major issues. The "major decision making, important personnel decisions on major issues. Matters of the Company submitted to the Board of
appointment and removal, major project arrangement and large-amount capital Directors for decision-making which are included in the list of major business
operation" matters of the Company that are submitted to the Board of Directors management matters subject to prior research and discussion by the Company's
for decision-making must be studied and discussed by the Company's Party Party Committee shall be subject to prior research and discussion by the
Committee in advance. Company's Party Committee.
Newly added, and the subsequent numbers will be postponed accordingly. Article 4 The Board of Directors consists of 9 directors, including 3
independent directors. The Board of Directors shall comprise one chairman, one
vice chairman, and one employee director. The Chairman and the Vice Chairman
shall be elected by a majority of the votes of all directors of the Board of
Directors. Outside directors shall in principle constitute the majority of the
Board. For purposes of this article, "Outside Directors" refers to a director
who does not hold any other position within the Company.
The Employee Director shall be democratically elected by the employees of the
Company by means of Employee Representatives' Meeting, Employees' Meeting or
others.
Article 4 The Board of Directors shall exercise the following powers: Article 5 The Board of Directors shall exercise the following powers and
functions:
…
…
(VIII) Deliberate and approve related-party transactions between the Company
and related natural persons with a transaction amount of more than RMB 300,000 (VIII) Deliberate and approve related-party transactions between the Company
(except for the guarantee provided by the Company, if it meets the criteria and related natural persons with a transaction amount of more than RMB 300,000
for deliberation at the shareholders' meeting, it shall be submitted to the (except for the guarantee provided by the Company, if it meets the criteria
shareholders' meeting for deliberation and approval after deliberation by the for deliberation at the shareholders' meeting, it shall be submitted to the
Board of Directors), and deliberate and approve related-party transactions shareholders' meeting for deliberation and approval after deliberation by the
between the Company and related parties with a transaction amount of more than Board of Directors), and deliberate and approve related-party transactions
RMB 3 million and accounting for more than 0.5% of value of the Company's net between the Company and related parties with a transaction amount of more than
assets as audited in the latest term (except for the guarantee provided by the RMB 3 million and accounting for more than 0.5% of value of the Company's net
Company, if it meets the criteria for deliberation at the shareholders' assets as audited in the latest term (except for the guarantee provided by the
meeting, it shall be submitted to the shareholders' meeting for deliberation Company, if it meets the criteria for deliberation at the shareholders'
and approval after deliberation by the Board of Directors). meeting, it shall be submitted to the shareholders' meeting for deliberation
and approval after deliberation by the Board of Directors).
The amount of related-party transactions between the Company and the same
related party, or transaction related to the type of transaction object The amount of related-party transactions between the Company and the same
between the Company and different related party, will be calculated according related party, or transaction related to the type of transaction object
to the principles of accumulative calculation for twelve (12) consecutive between the Company and different related party, will be calculated according
months; to the principles of accumulative calculation for twelve (12) consecutive
months;
…
The Board of Directors shall accurately and comprehensively identify the
(X) Decide on the establishment of internal management organizations of the related parties and related-party transactions of the listed company, focus on
Company; reviewing the necessity, fairness and compliance of related-party
transactions, and strictly implement the voting avoidance system for
(XI) Decide on the appointment or dismissal of the Company's general manager, related-party transactions.
secretary of the Board of Directors, and other senior executives according to
relevant regulations and procedures, and determine their remuneration, …
rewards, and punishments; appoint or dismiss the deputy general managers, the
chief accountant (chief financial officer), and the general counsel according (X) Decide on the Company's important reform plans, the establishment of
to the nomination of general manager and determine their remuneration, internal management organizations and adjustment plans, and decide on the
rewards, and punishments. establishment or revocation of branches;
… (XI) In accordance with relevant regulations, decide on the appointment or
dismissal of the Company's general manager, secretary of the Board of
(XV) Work out amendments to the Articles of Association; Directors, and other senior executives, and determine their remuneration,
rewards, and punishments; appoint or dismiss the deputy general managers, the
… chief accountant (chief financial officer), and the general counsel according
to the nomination of general manager and determine their remuneration,
(XXIII) Decide on the Company's compliance management system, deliberate on rewards, and punishments.
and approve the basic system, system construction plan and annual report of
compliance management, promote the improvement of the compliance management …
system and evaluate its effectiveness, study and decide on major matters of
compliance management, and decide on the setting and responsibilities of the (XV) Work out drafts and amendments to the Articles of Association;
Compliance Management Department;
…
…
(XXIII) Establish and improve internal supervision and risk control systems,
(XXV) Other functions and powers granted by laws, administrative regulations, and strengthen internal compliance management. Decide the Company's risk
departmental rules, the Articles of Association or the shareholders' meeting. management system, internal control system, accountability system for
non-compliance with business and investment responsibilities, and compliance
When the Board of Directors makes resolutions mentioned in the preceding management system, and carry out general monitoring and evaluation of the
paragraph, except for the circumstances in which directors shall recuse Company's risk management, internal control and legal compliance management
themselves from voting according to relevant laws, regulations, the Articles systems and their effective implementation;
of Association, and these Rules, more than half of the total number of
directors of the Company must vote in favor of the proposal. When the Board of …
Directors makes resolutions on the matters mentioned in Items (VI), (VII), and
(XV) of the preceding paragraph, the consent of more than half of all (XXV) Other functions and powers granted by laws, administrative regulations,
directors of the Company shall be obtained and it must also be approved by departmental rules, other normative documents, the Articles of Association or
more than two-thirds of the directors present at the board meeting and the shareholders' meeting.
disclosed timely. If it is stipulated in laws, administrative regulations, and
the Articles of Association that the Board of Directors should obtain the When the Board of Directors makes any resolutions mentioned in the previous
consent of more directors when creating a resolution, such stipulation shall paragraphs, Items (VI), (VII) and (XV), which shall be voted and approved by
apply. more than 2/3 of the directors, other items may generally be voted and
approved by more than 1/2 of the directors attending the board meeting.
Article 25 Except for the circumstances stipulated in Article 26 of these Article 26 Except for the circumstances stipulated in Article 27 of these
Rules, for the Board of Directors to deliberate and adopt meeting proposals Rules, for the Board of Directors to deliberate and adopt meeting proposals
and form relevant resolutions, more than half of all the directors of the and form relevant resolutions, more than half of all the directors of the
Company must vote in favor of the proposals. The Board of Directors shall, in Company must vote in favor of the proposals. The Board of Directors shall, in
accordance with the provisions of the Articles of Association, make accordance with the provisions of the Articles of Association, make
resolutions on guarantee or financial support matters within the scope of its resolutions on guarantee or financial support matters within the scope of its
authority. In addition to requiring the consent of more than half of all the authority. In addition to requiring the consent of more than half of all the
directors of the Company, it must also obtain the consent of more than directors of the Company, it must also obtain the consent of more than
two-thirds of the directors present at the board meeting and disclose it in a two-thirds of the directors present at the board meeting and disclose it in a
timely manner. If it is stipulated in laws, administrative regulations, and timely manner. If it is stipulated in laws, administrative regulations, and
the Articles of Association that the Board of Directors should obtain the the Articles of Association that the Board of Directors should obtain the
consent of more directors when creating a resolution, such stipulation shall consent of more directors when creating a resolution, such stipulation shall
apply. apply.
In case there are contradictions in the content and meaning of different In case there are contradictions in the content and meaning of different
resolutions, the resolution formed later in time shall prevail. resolutions, the resolution formed later in time shall prevail.
The full text of the revised Rules of Procedures of the Board of Directors can
be found on the website of Shanghai Stock Exchange (www.sse.com.cn).
The above proposal has been deliberated and approved at the 6(th) meeting of
the Thirteenth Board of Directors on February 5, 2026, and is hereby presented
to you for deliberation. This proposal needs to be reviewed in the form of a
special resolution.
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