Notice of the 2026 first EGM

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RNS Number : 2806M SDIC Power Holdings Co., LTD 19 December 2025  

SDIC Power Holdings CO., LTD.   (GDR under the symbol: "SDIC") NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2026 First Extraordinary General Meeting of SDIC Power Holdings CO., LTD. will be held at Room 1011, No.147 Xizhimen Nanxiao Street, Xicheng District, Beijing, the PRC, on Monday, 5 January 2025 at 14:00 p.m., for the purpose of considering, and if thought fit, passing the following resolution. ORDINARY RESOLUTION 1.   To consider and approve the Proposal on 2026 Estimated Daily Related-Party Transactions   The Board of Directors of SDIC Power Holdings CO., LTD. December 19, 2025     The resolutions hereunder contain the English translation of the Chinese version of "Meeting materials for the 2026 First 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 2026 Estimated Daily Related-Party Transactions   Dear shareholders and shareholders' representatives, As required by production and operation, it is expected that in 2026, the Company and its controlled subsidiaries, along with its controlling shareholder, State Development & Investment Corp., Ltd. (hereinafter referred to as the "SDIC") and its controlled subsidiaries are expected to engage in various daily related-party transactions, including deposit and loan transactions, receiving labor services provided by related parties and selling goods to related parties, which are described in detail as follows: I. Overview of Related-party Transactions (I) Execution of daily related-party transactions in 2025

Type of related-party transaction

Related party

Estimated amount for 2025

Actual amount from January to November 2025 (unaudited)

Reasons for significant difference between the estimated amount and the actual amount

Deposits in the SDIC Finance of the related party

SDIC Finance Co., Ltd.

Daily maximum deposit balance not more than RMB 18 billion

Daily maximum deposit balance of RMB 17.073 billion

The estimate was made on the basis of the Company's business development and fund balancing.

Loan transactions with the related party

SDIC and its controlled subsidiaries

Daily maximum loan limit not more than RMB 20 billion

Daily maximum loan limit of RMB 17.505 billion

The estimate was made on the basis of the Company's business development and fund balancing.

Deposit (foreign currency) with the overseas fund management platform of the related party

Rongshi International Treasury Management Company Limited

Daily maximum deposit balance not more than RMB 5 billion

Daily maximum deposit balance of RMB 191 million

The estimate was made on the basis of the Company's overseas business development and fund balancing.

Loan transaction with the related party (foreign currency)

Rongshi International Treasury Management Company Limited

Daily maximum loan limit not more than RMB 15 billion

Daily maximum loan limit of RMB 11.8 billion

The estimate was made on the basis of the Company's overseas business development and fund balancing.

Acceptance of labor services from the related party

SDIC Property Management Co., Ltd.

Not more than RMB 800 million

RMB 6.74 million

Not applicable

SDIC Operation Center Co., Ltd.

RMB 330,000

New

SDIC Human Resources Service Co., Ltd.

RMB 8.03 million

Not applicable

SDIC Traffic Holding Co., Ltd.

RMB 153.43 million

Not applicable

SDIC Intelligence Technology Co., Ltd.

RMB 2.78 million

Not applicable

China Electronics Engineering Design Institute Co., Ltd.

RMB 1.36 million

Not applicable

Beijing Yahua Real Estate Development Co., Ltd.

RMB 13.61 million

Not applicable

SDIC Health Industry Investment Co., Ltd.

RMB 490,000

Not applicable

SDIC Mining Investment Co., Ltd.

RMB 1.86 million

New

SDIC Testing Technology Holding (Shandong) Co., Ltd. (Formerly known as Shandong Special Equipment Inspection and Testing Group Co., Ltd.)

RMB 1.98 million

Not applicable

SDIC Assets Management Co., Ltd.

RMB 340,000

Not applicable

Subtotal

Not more than RMB 800 million

RMB 191 million



Sales of goods to the related party

SDIC Traffic Holding Co., Ltd.

Not more than RMB 400 million

RMB 24.18 million

Not applicable

(II) Estimated amounts and types of daily related-party transactions in 2026

Type of related-party transaction

Related party

Estimated amount in 2026

Actual amount from January to November 2025 (unaudited)

Reasons for the significant difference between the estimated amount of this year and the actual amount of the previous year

Deposits in the SDIC Finance of the related party

SDIC Finance Co., Ltd.

Daily maximum deposit balance not more than RMB 18 billion

Daily maximum deposit balance of RMB 17.073 billion

The estimate was made on the basis of the Company's business development and fund balancing.

Loan transactions with the related party

SDIC Finance Co., Ltd.

Daily maximum loan limit not more than RMB 20 billion

Daily maximum loan limit of RMB 11.535 billion

The estimate was made on the basis of the Company's business development and fund balancing.

State Development & Investment Corp., Ltd.

Daily maximum loan limit not more than RMB 8 billion

Daily maximum loan limit of RMB 2.5 billion

SDIC Leasing Co., Ltd.

Daily maximum loan limit not more than RMB 10 billion

Daily maximum loan limit of RMB 3.470 billion

Subtotal

Daily maximum loan limit not more than RMB 38 billion

Daily maximum loan limit of RMB 17.505 billion

Deposit (foreign currency) with the overseas fund management platform of the related party

Rongshi International Treasury Management Company Limited

Daily maximum deposit balance not more than RMB 5 billion

Daily maximum deposit balance of RMB 191 million

The estimate was made on the basis of the Company's overseas business development and fund balancing.

Loan transaction with the related party (foreign currency)

Rongshi International Treasury Management Company Limited

Daily maximum loan limit not more than RMB 15 billion

Daily maximum loan limit of RMB 11.8 billion

The estimate was made on the basis of the Company's overseas business development and fund balancing.

Receiving labor services provided by the related party (coal storage and transportation, rental service, software procurement, etc.)

SDIC and its controlled subsidiaries

Not more than RMB 800 million

RMB 191 million

SDIC Meizhou Wan Electric Power, SDIC Qinzhou Electric Power, and Qinzhou Second Power have some coal storage and transportation costs; there are also some service fees with other related parties such as SDIC Human Resources and SDIC Intelligence.

Selling goods to the related party (sales of electricity, coal unloading service, etc.)

SDIC and its controlled subsidiaries

Not more than RMB 400 million

RMB 24 million

Develop collaboratively with related parties; consider the impact of changes in the electricity market.

II. Introduction to Related Parties and Related Relationships (I) Introduction to related parties 1. State Development & Investment Corp., Ltd.

Name

State Development & Investment Corp., Ltd.

Nature

Limited liability company (solely state-owned)

Legal representative

Fu Gangfeng

Establishment time

April 14, 1995

Registered capital

RMB 33.8 billion

Domicile

International Investment Plaza, No. 6-6, Fuchengmen Beidajie Street, Xicheng District, Beijing

Scope of business

Operate state-owned assets and relevant investment business within the scope authorized by the State Council; investment and investment management in fields such as energy, transportation, fertilizer, high-tech industry, financial services, consulting, guarantee, trade, biomass energy, eldercare industry, big data, medical treatment and health, inspection and testing; asset management; economic information consultation; technology development and technical service. (The enterprise shall make independent choices of operational items and carry out business activities in accordance with laws and regulations. For items subject to approval pursuant to any law, the business activities shall be carried out upon the approval of relevant authority within the approved contents. The enterprise shall not be engaged in the business activities prohibited and restricted by the municipal industrial policies.)

Financial data

As of December 31, 2024, the audited total assets of State Development & Investment Corp., Ltd. amounted to RMB 872.120 billion, with net assets of RMB 278.526 billion and an asset-liability ratio of 68.06%. In 2024, it achieved operating revenue of RMB 196.238 billion and a net profit of RMB 18.694 billion. As of September 30, 2025, the unaudited total assets and net assets of State Development & Investment Corp., Ltd. were RMB 924.307 billion and RMB 294.390 billion, respectively, with an asset-liability ratio of 68.15%. It achieved operating revenue of RMB 126.114 billion and net profit of RMB 18.832 billion for the period.

2. SDIC Finance Co., Ltd.

Name

SDIC Finance Co., Ltd.

Nature

Other limited liability company

Legal representative

Cui Hongqin

Establishment time

February 11, 2009

Registered capital

RMB 5 billion

Domicile

18/F, No. 2, Fuchengmen Beidajie Street, Xicheng District, Beijing

Scope of business

Licensed items: Enterprise group finance company services. (For items requiring approval according to law, business activities can only be carried out upon approval of relevant authorities. Specific business items shall be subject to approval documents or licenses from relevant authorities.) (It is not allowed to engage in business activities that are banned or restricted by national and municipal industrial policies.)

3. SDIC Property Management Co., Ltd.

Name

SDIC Property Management Co., Ltd.

Nature

Limited liability company (sole proprietorship of legal person)

Legal representative

Yan Xiaojun

Establishment time

May 16, 2001

Registered capital

RMB 100 million

Domicile

International Investment Plaza, No. 6-6, Fuchengmen Beidajie Street, Xicheng District, Beijing

Scope of business

Property management; leasing of office space; public parking services for motor vehicles; car wash services; catering services; and sales of food. (The enterprise shall make independent choices of operational items and carry out business activities in accordance with laws and regulations; for food sale, food and beverage services, and other items subject to approval pursuant to any law, the business activities shall be carried out upon the approval of relevant authority within the approved contents. The enterprise shall not be engaged in the business activities prohibited and restricted by the municipal industrial policies.)

4. SDIC Human Resources Service Co., Ltd.

Name

SDIC Human Resources Service Co., Ltd.

Nature

Limited liability company (sole proprietorship of legal person)

Legal representative

Meng Shuhao

Establishment time

April 22, 2014

Registered capital

RMB 290 million

Domicile

Room 167 in 1001, 1002 and 1003, 10/F, Building 2, Yard 15, Guanghua Road, Chaoyang District, Beijing

Scope of business

Licensed items: Employment agency services; labor dispatch services; overseas labor cooperation; Internet information services; network cultural operations; production and operation of broadcasting and television programs; Category II value-added telecommunication services. (For items that require the approval in accordance with laws, business activities may be carried out only after obtaining approval from the relevant authorities. Specific operating items shall be subject to approval documents or licenses issued by the relevant authorities.) General items: Human resources services (excluding employment agency services and labor dispatch services); business training (excluding education training and vocational skills training that require licenses); business management consulting; educational consulting services (excluding education training activities subject to the license approval); socio-economic consulting services; tax services; market research (excluding foreign-related surveys); technical services, technical development, technical consulting, exchange of know-how, technology transfer, and technology promotion; conference and exhibition services; organization of cultural and artistic exchange activities; advertising design and agency services; advertising production; advertising publishing; non-residential real estate leasing; software sales. (Except for items subject to approval in accordance with laws, business activities are independently carried out with the business license in accordance with laws) (it is not allowed to be engaged in business activities prohibited and restricted by the national and municipal industrial policies.) )

5. SDIC Intelligence Technology Co., Ltd.

Name

SDIC Intelligence Technology Co., Ltd.

Nature

Limited liability company (solely state-owned)

Legal representative

Wang Fang

Establishment time

November 8, 2016

Registered capital

RMB 2 billion

Domicile

A, 36/F, No. 168, Yangshupu Road, Hongkou District, Shanghai

Scope of business

Engaging in technical development, technical consulting, technical service and technical transfer in intelligent technology, IoT technology, computer technology, environmental technology, electronics technology and energy science & technology, and also engaging in network technology, network engineering, e-commerce (excluding financing), enterprise management consulting, communication project construction, project investment, investment management, investment consultation, corporate planning, asset management and telecommunications service. [As for the items subject to approval by law, the business activities are only allowed upon approval by relevant departments]

6. Rongshi International Treasury Management Company Limited

Name

Rongshi International Treasury Management Company Limited

Full name in English

Rongshi International Treasury Management Company Limited

Nature

A Private Company Limited By Shares

Legal representative

Qi Ji'an

Establishment time

November 20, 2018

Registered capital

USD 50 million

Domicile

Room 2412, 24/F, Tower One, Lippo Centre, 89 Queensway, Admiralty, Hong Kong

Scope of business

SDIC also handles financial and tax consulting, financing advisory, and related consulting services for its member companies; manages internal transfer settlements between member companies; accepts deposits from member companies; facilitates loans for member companies; and conducts other financial operations.

7. SDIC Traffic Holding Co., Ltd.

Name

SDIC Traffic Holding Co., Ltd.

Nature

Limited liability company (sole proprietorship of legal person)

Legal representative

Zhou Changsong

Establishment time

October 29, 2013

Registered capital

RMB 2 billion

Domicile

Room 1017, Building A, No. 6, Fuchengmen Beidajie Street, Xicheng District, Beijing

Scope of business

Investment in railway, highway (including bridges, culverts and stations), port, air logistics, pipeline transport, logistics, and related supporting projects, including horizontal integration and comprehensive utilization projects; general contracting, technological transformation, and management of the above projects; sales of metal materials, building materials, light chemical materials (excluding hazardous chemicals), electromechanical equipment, automobiles (excluding passenger cars), automotive parts, hardware, electrical appliances, timber, computer software and hardware, communication equipment, and office supplies (excluding those items subject to special national monopoly regulations); leasing of owned equipment; technical consulting, technology development, technology transfer, and economic information consulting services related to the above business. (The enterprise shall make independent choices of operational items and carry out business activities in accordance with laws and regulations; for items subject to approval pursuant to any law, the business activities shall be carried out upon the approval of relevant authority within the approved contents. The market entity shall not engage in business activities prohibited and restricted by the industry policies of the State and the city. )

8. Beijing Yahua Real Estate Development Co., Ltd.

Name

Beijing Yahua Real Estate Development Co., Ltd.

Nature

Other limited liability company

Legal representative

Yan Xiaojun

Establishment time

June 13, 2001

Registered capital

RMB 4300 million

Domicile

Room 309, 3/F, No. 6, Fuchengmen Beidajie Street, Xicheng District, Beijing

Scope of business

Development and sales of real estate; property management of owned houses; real estate information consulting (excluding intermediary services); furniture leasing. (The enterprise shall make independent choices of operational items and carry out business activities in accordance with laws and regulations; for items subject to approval pursuant to any law, the business activities shall be carried out upon the approval of relevant authority within the approved contents. The market entity shall not engage in business activities prohibited and restricted by the industry policies of the State and the city. )

9. SDIC Assets Management Co., Ltd.

Name

SDIC Assets Management Co., Ltd.

Nature

Limited liability company (sole proprietorship of legal person)

Legal representative

Huang Ying

Establishment time

June 17, 1994

Registered capital

RMB 1500 million

Domicile

No. 147, Xizhimen Nanxiaojie, Xicheng District, Beijing

Scope of business

Asset management; asset restructuring; leasing of owned equipment; information and technical consulting services related to business; financial consulting services; business management consulting and property brokerage services. (The enterprise shall make independent choices of operational items and carry out business activities in accordance with laws and regulations; for items subject to approval pursuant to any law, the business activities shall be carried out upon the approval of relevant authority within the approved contents. The market entity shall not engage in business activities prohibited and restricted by the industry policies of the State and the city. )

10. SDIC Mining Investment Co., Ltd.

Name

SDIC Mining Investment Co., Ltd.

Nature

Limited liability company (sole proprietorship of legal person)

Legal representative

Feng Sujing

Establishment time

July 10, 2015

Registered capital

RMB 2000 million

Domicile

Room 509, 5/F, Building No. 1, No. 6 Fuchengmen North Street, Xicheng District, Beijing

Scope of business

General items: investment activities with own funds; enterprise management; asset management services for investments funded by own capital; socio-economic consulting services. (Except for items subject to approval in accordance with laws, business activities are independently carried out with the business license in accordance with laws) (it is not allowed to be engaged in business activities prohibited and restricted by the national and municipal industrial policies.) )

11. SDIC Health Industry Investment Co., Ltd.

Name

SDIC Health Industry Investment Co., Ltd.

Nature

Limited liability company (sole proprietorship of legal person invested or controlled by non-natural person)

Legal representative

Liu Jian

Establishment time

November 18, 2016

Registered capital

RMB 2000 million

Domicile

Room 102, 1F, No. 638, Dongdaming Road, Hongkou District, Shanghai

Scope of business

General items: Investment management; health consulting services (excluding medical diagnosis and treatment services); socio-economic consulting services; enterprise management; enterprise management consulting; elderly care services (institutional elderly care services); elderly care services (community elderly care services); nursing institution services (excluding medical services); standardization services; information technology consulting services; technical services, technical development, technical consulting, technical exchange, technology transfer and technology promotion; Electronic product sales; software sales; conference and exhibition services. (Except for items that are subject to approval according to law, business activities may be carried out independently with the business license according to laws)

12. SDIC Testing Technology Holding (Shandong) Co., Ltd.

Name

SDIC Testing Technology Holding (Shandong) Co., Ltd.

Nature

Limited liability company (state-held company)

Legal representative

Zhang Yuqi

Establishment time

September 18, 2016

Registered capital

RMB 2000 million

Domicile

No. 129, Yingxiongshan Road, Shizhong District, Jinan City, Shandong Province

Scope of business

Licensed items: Inspection and testing of special equipment; testing and inspection services; construction project quality testing. (For items that require the approval in accordance with laws, business activities may be carried out only after obtaining approval from the relevant authorities. Specific operating items shall be subject to approval documents or licenses issued by the relevant authorities.) General items: Engineering and technical research and experimental development; metrology technical services; technical services, technology development, technical consulting, exchange of know-how, technology transfer, and technology promotion; standardization services; Internet of Things (IoT) technology R&D; coal product manufacturing; manufacturing of smart instruments and meters; sales of coal and its products; sales of Class II medical devices; sales of laboratory analytical instruments; sales of IoT devices; software development; IoT technology services; information technology consulting services; property management; non-residential real estate leasing; asset management services with self-owned funds; investment activities with self-owned funds; safety technical training for special operators; business training (excluding educational and vocational skills training that require permits); photography and video production services; information consulting services (excluding licensed information consulting services). (Except for items that are subject to approval according to law, business activities may be carried out independently with the business license according to laws)

13. China Electronics Engineering Design Institute Co., Ltd.

Name

China Electronics Engineering Design Institute Co., Ltd.

Nature

Other company limited by shares (non-listed company)

Legal representative

Lou Yu

Establishment time

August 27, 1992

Registered capital

RMB 924.274508 million

Domicile

317, Area II, 3/F, No. 160 Xisihuan North Road, Haidian District, Beijing

Scope of business

Contracting foreign engineering projects that align with the Company's capabilities, scale, and performance; dispatching labor personnel required for the implementation of the aforementioned overseas projects; publishing the Cleanliness and Air Conditioning Technology (solely published by the Internal Journal Editorial Department of the Company, valid until December 31, 2023); GB2 level and GC1(1)(2) level pressure pipeline design; urban planning; engineering consulting; cost consulting; environmental impact assessments; energy efficiency evaluations; design of buildings for various industries and levels; engineering decoration; project management; general contracting for building construction; development and sales of computer hardware and electronic instruments; development, production, and sales of building and related engineering equipment and materials; design, publication, and agency services for advertisements in the journal titled as Cleanliness and Air Conditioning Technology; import and export business; technology development; technology transfer and services; software development and sales; application software services (excluding medical software); basic software services; engineering testing and environmental testing. (The enterprise shall make independent choices of operational items and carry out business activities in accordance with laws and regulations; for items subject to approval pursuant to any law, the business activities shall be carried out upon the approval of relevant authority within the approved contents. The market entity shall not engage in business activities prohibited and restricted by the industry policies of the State and the city. )

14. SDIC Operation Center Co., Ltd.

Name

SDIC Operation Center Co., Ltd.

Nature

Limited liability company (sole proprietorship of legal person)

Legal representative

Yan Xiaojun

Establishment time

July 3, 2023

Registered capital

RMB 100 million

Domicile

Room 310, 3/F, Building 1, No. 6 Fuchengmen North Street, Xicheng District, Beijing

Scope of business

General items: Brand management; property management; enterprise management consulting; educational consulting services (excluding licensed educational and training activities); engineering management services; information technology consulting services; information consulting services (excluding licensed information consulting services); data processing services; technical services, technical development, technical consulting, technical exchange, technology transfer and technology promotion; information system operation and maintenance services; parking lot services; car washing services. (Except for items subject to approval according to law, operation activities shall be carried out independently according to law under the business license) Licensed items: bookkeeping agency services; catering services. (Items requiring approval according to law shall be operated only upon approval of relevant departments. Specific operation items shall be subject to approval documents or licenses from relevant departments.) (It is not allowed to engage in business activities that are prohibited or restricted by national and municipal industrial policies.) )

(2) Affiliations with the Company SDIC directly holds 47.79% of the Company's shares. In accordance with Article 6.3.3 of the Rules Governing the Listing of Stocks on Shanghai Stock Exchange (hereinafter referred to as the Stock Listing Rules), SDIC is considered the affiliated legal person of the Company. As the controlled subsidiaries of SDIC, SDIC Finance Co., Ltd., SDIC Property Management Co., Ltd., SDIC Human Resources Service Co., Ltd., SDIC Intelligence Technology Co., Ltd., SDIC Traffic Holding Co., Ltd., Rongshi International Treasury Management Company Limited, Beijing Yahua Real Estate Development Co., Ltd., SDIC Assets Management Co., Ltd., SDIC Mining Investment Co., Ltd., SDIC Health Industry Investment Co., Ltd., SDIC Testing Technology Holding (Shandong) Co., Ltd., China Electronics Engineering Design Institute Co., Ltd., SDIC Operation Center Co., Ltd. are all the Company's affiliated legal persons according to the provisions in Article 6.3.3 of the Stock Listing Rules. (3) Analysis of execution status and performance capacity of early-stage similar related-party transactions The Company's related-party transactions are properly executed. SDIC and its controlled subsidiaries mentioned above are all in normal operating and financial status, therefore, there is no performance risk. III. Main Contents and Pricing Policies of Related-Party Transactions (I) Deposit and loan transactions The Company has signed the Financial Service Agreement with SDIC Finance Co., Ltd. on June 27, 2025, and Rongshi International Treasury Management Company Limited on May 30, 2023, respectively. These agreements are valid for three years, and corresponding services are provided according to the agreements. (II) Labor services provided by related parties This category of related-party transactions primarily includes coal storage and transportation services, property management services, entrusted management services, leasing services, recruitment services, and software procurement. The price of a coal storage contract signed by and among the Company, a controlled subsidiary of the Company and a controlled subsidiary of SDIC, the consulting service price, the software purchase price and the price for other labor services or services shall be determined by reference to the market prices through mutual negotiation by the Parties and not be higher than the market prices. The Company and its controlled subsidiary will sign relevant agreements within the estimated amount in accordance with the actual needs of daily operations. (III) Sales of goods to related parties This category of related-party transactions primarily involves the controlled subsidiary of the Company providing power sales, coal unloading and other services to related enterprises. With the advances in the system reformation and market-based transaction of electric power, the price of an electricity sales contract between the Company, a controlled subsidiary of the Company and a controlled subsidiary of SDIC will be determined by reference to the market-set price and not be lower than the market price. The Company and its controlled subsidiary will sign relevant agreements within the estimated amount in accordance with the actual needs of daily operations. IV. Purpose of Current Related-Party Transactions and Its Impact on the Company The Company's daily related-party transactions aligned with its production and operation needs. The pricing of related-party transactions strictly complied with relevant laws and regulations such as the Price Law of the People's Republic of China. Where government-set prices are applicable, they will be directly followed; For transactions without government-set prices, the pricing will be based on market rates and mutually agreed upon by the Parties, so as to ensure the fairness of related-party transactions. This reflects the principles of openness, fairness, and impartiality, and there are no circumstances that harm the interests of the Company or minority shareholders. Since its listing in 2002, the Company has been independent of SDIC and other controlled subsidiaries in terms of personnel, finance, organization setting, etc. Electric power generation is the main business of the Company. The Company will not rely on related parties, with related-party transactions accounting for a very small proportion of the Company's total revenue. It will not impair the Company's independence. The above proposal has been deliberated and approved at the 5th meeting of the Thirteenth Board of Directors on December 19, 2025, and is hereby presented to you for deliberation.    

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