Notice of the 2026 third EGM

SDIC Power Holdings Co., LTD

10 April 2026

 

SDIC Power Holdings CO., LTD.  

(GDR under the symbol: "SDIC")

NOTICE OF THE 2026 THIRD EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2026 Third 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 Tuesday, April 28, 2026 at 14:00 p.m., for the purpose of considering, and if thought fit, passing the following resolution.

ORDINARY RESOLUTION

1. Proposal on Signing the Financial Service Agreement and Related-Party Transactions with Rongshi International Treasury Management Company Limited

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

April 10, 2026

The resolutions hereunder contain the English translation of the Chinese version of "Meeting materials for the 2026 Third 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 Signing the Financial Service Agreement and Related-Party Transactions with Rongshi International Treasury Management Company Limited

Dear shareholders and shareholders' representatives,

SDIC Power Holdings Co., Ltd. (hereinafter referred to as the "Company") intends to renew the Financial Service Agreement with Rongshi International Treasury Management Company Limited (hereinafter referred to as "Rongshi Treasury") through friendly negotiation based on operation and development needs.

I. Overview of Related-Party Transactions

The Company intends to renew the Financial Service Agreement with Rongshi Treasury, whereupon Rongshi Treasury will handle related financial services for the Company, including deposit services, loan services, offshore funds pooling service, offshore funds settlement services, financing and finance & tax consulting services, and other services that Party A may engage in as described in the qualifying corporate treasury centre regime of Hong Kong, China. During the three-year term of the Agreement, the Company shall have a maximum daily deposit balance of up to the equivalent of RMB 15 billion in Rongshi Treasury and a maximum daily loan limit of up to the equivalent of RMB 20 billion. According to the Rules Governing the Listing of Stocks on Shanghai Stock Exchange and the Guidelines No. 5 of the Shanghai Stock Exchange for Self-regulation of Listed Companies - Transaction and Related-party Transaction, the signing of the Financial Service Agreement between the Company and Rongshi Treasury constitutes a related-party transaction. Therefore, it shall be submitted to the Shareholders' Meeting of the Company for deliberation, and the related shareholders shall withdraw themselves from voting.

II. Introduction to Transaction Parties

(I) Introduction to the relationship of related parties

Both the Company and Rongshi Treasury are controlled by the same controlling shareholder, i.e. State Development & Investment Corp., Ltd. According to the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, Rongshi Treasury is the affiliated legal person of the Company, and its deposit, loan, settlement, and other services provided for the Company constitute the related-party transaction of the Company.

(II) Basic information about related parties

Company name: Rongshi International Treasury Management Company Limited

Company type: A Private Company Limited By Shares

Legal Representative: Qi Ji'an

Registration Certificate Code: 2768064

Registered Capital: USD 50 million

Date of establishment: November 20, 2018

Address: Unit 3109, 31/F, Tower 1, Kowloon Commerce Centre, 51 Kwai Cheong Road, Kwai Chung, Kwai Tsing, New Territories, Hong Kong

Scope of Business: Handle financial and tax consulting, financing advisory, and related consulting services for its member companies; manage internal transfer settlements between member companies; accept deposits from member companies; facilitate loans for member companies; and conduct other financial operations.

As of December 31, 2024, Rongshi Treasury's key financial data audited include total asset: RMB 8,722,474,100, net asset: RMB 469,149,700, and net profit: RMB 13,251,200.

As of December 31, 2025, Rongshi Treasury's key financial data unaudited include total asset: RMB 13,001,894,900, net asset: RMB 429,748,100, and net profit: RMB 61,904,800.

III. Main Contents of Related-party Transactions

(I) Agreement signatories

Party A: Rongshi International Treasury Management Company Limited

Party B: SDIC Power Holdings Co., Ltd.

(II) Service contents

1. Loan services;

2. Deposit services;

3. Offshore funds pooling service;

4. Offshore funds settlement service;

5. Financing, finance and tax consulting service;

6. Other services that Party A may engage in as described in the qualifying corporate treasury centre regime of Hong Kong, China.

(III) Service fees

1. Loan service fee

The interest rate for loans obtained by Party B and its overseas controlled companies from Party A shall be determined on a case-by-case basis. In principle, such rate shall not be higher than the average interest rate for loans provided by other financial institutions to Party B and its overseas controlled companies on the same matter under the same conditions.

2. Deposit service fee

The deposit service is provided for free, and the interest on deposit is paid. The interest rate at which Party A absorbs Party B and its overseas controlled companies' deposits shall not be lower than the average interest rate set by commercial banks for providing the same type of deposit services to Party B and its overseas controlled companies; and the interest rate at which Party A absorbs Party B and its overseas controlled companies' deposits shall not be lower than the average interest rate at which Party A absorbs the same type of deposits from other SDIC member companies.

3. Offshore funds pooling service fee

Party A provides Party B and its overseas controlled companies with offshore funds pooling services free of charge.

4. Offshore funds settlement service fee

Party A provides Party B and its overseas controlled companies with offshore funds settlement services free of charge.

5. Financing, finance and tax consulting service fee

The following principles shall be applied: (1) Complying with the charging criteria specified by relevant authority in Hong Kong in term of such type of services; and (2) Not higher than the average market commission charged by financial institutions for providing the same type of services to Party B and the commission charged by Party A for providing the same type of services to other SDIC member companies.

6. In addition to the financial services currently provided by Party A to Party B mentioned above, Party A is also developing other licensed financial services, and when conditions permit, Party A will provide Party B with new financial services (hereinafter referred to as "New Services"). The charging for New Services provided by Party A to Party B will follow the principles below:

(1) Complying with the charging criteria specified by relevant authority in Hong Kong in term of such type of services; and

(2) Not higher than the average market commission charged by financial institutions for providing the same type of services to Party B and the commission charged by Party A for providing the same type of services to other SDIC member companies.

(IV) Transaction limit

1. During the term of this Agreement, Party A shall absorb the deposits of Party B and its overseas controlled companies, with the daily balance not exceeding the equivalent of RMB 15 billion. Party B shall provide Party A with a list of its overseas controlled companies for the record, and shall promptly notify Party A in writing in case of any changes.

2. During the term of this Agreement, for loans provided by Party A to Party B and its overseas controlled companies, the total daily balance, including accrued interest, shall not exceed the equivalent of RMB 20 billion. Party B shall provide Party A with the annual related-party loan limit (if any) approved by its Shareholders' Meeting or other authorized decision-making bodies for the record, and shall promptly notify Party A in writing in case of any changes.

(V) Risk control

1. Party A undertakes and warrants that Party A has obtained all the approvals (including ratification, filing, and registration) and relevant qualifications required for providing the services under this Agreement, and that all of the foregoing remain valid. Party A undertakes and warrants that the services it provides comply with the laws and regulations of relevant jurisdictions, including Hong Kong, China, and are true, legal, and valid.

2. Party A warrants that it will carry out standard operations in strict accordance with the requirements of the qualifying corporate treasury centre regime of Hong Kong, China, and in compliance with the provisions of relevant supervision authorities in Hong Kong, China, as well as other relevant laws and regulations of Hong Kong, China.

3. Party B warrants that, for the financial services between the Parties, appropriate decision-making procedures and information disclosure shall be performed in strict accordance with the relevant laws and regulations on related-party transactions.

4. Party A shall, at least every six months, provide Party B with financial reports, the ending balance of deposits (loans) of Party B and its overseas controlled companies in Party A, and other materials required for Party B to issue a continuous risk assessment report.

(VI) Term of agreement

This Agreement shall be valid for three years as of the effective date, and shall come into force after being signed by the legal representatives or authorized representatives of the Parties and affixed with the official seals of the enterprises.

IV. Purpose of Related-Party Transactions and Their Impacts on the Company

The financial services provided by Rongshi Treasury can help the Company reinforce its funds management, widen its financing channels, raise its fund efficiency, expand its service scale, and increase its profitability. In the principle of equality and free will, the Parties to the transaction price the related-party transactions fairly and impartially, without prejudicing the interests of the Company and its shareholders, especially the minority shareholders. The transaction has no adverse impact on the Company's ability to continue as a going concern, its future financial condition and operating results, nor does it affect the independence of the Company.

V. Historical Related-party Transactions to Be Noted

From January to December 2025, the Company and its controlled subsidiaries had an average daily deposit balance of USD 2,996,200 and an average daily loan balance of USD 1,747 million in Rongshi Treasury.

From the beginning of 2026 to the disclosure date of this announcement, the Company and its controlled subsidiaries had an average daily deposit balance of USD 659,800 and an average daily loan balance of USD 1,705 million in Rongshi Treasury.

The above proposal was deliberated and approved at the 8th meeting of the 13th Board of Directors of the Company on April 10, 2026 and is hereby presented to the Shareholders' Meeting for deliberation.

 

END