Notice of the 2024 first EGM

SDIC Power Holdings Co., LTD

28 December 2023

 

SDIC Power Holdings CO., LTD.  

(GDR under the symbol: "SDIC")

NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 First 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 23 January 2024 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 2024 Estimated Daily Related-Party Transactions

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

December 28, 2023

The resolutions hereunder contain the English translation of the Chinese version of "Meeting materials for the 2024 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

SDIC Power Holdings Co., Ltd.

Proposal on 2024 Estimated Daily Related-Party Transactions

Dear shareholders and shareholders' representatives,

As required by production and operation, SDIC Power Holdings Co., Ltd. (hereinafter referred to as the "Company") and its controlled subsidiaries are expected to have daily related-party transactions with the controlling shareholder State Development & Investment Corp., Ltd. (hereinafter referred to as "SDIC") and its controlled subsidiaries in 2024, 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.    Basic Information on Related-Party Transactions

(I)  Execution of daily related-party transactions in 2023

Type of related-party transaction	Related party	Estimated amount in 2023	Actual amount from January to November 2023 (unaudited)	Reasons for significant difference between the estimated amount and the actual amount
Deposit with SDIC Finance, one of the related parties	SDIC Finance Co., Ltd.	Daily average deposit balance not more than RMB 15 billion	Daily average deposit balance of RMB 8.069  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 Co., Ltd.	Daily average deposit balance not more than equivalent USD 100 million	Daily average deposit balance of USD 1.628 million	The estimate was made on the basis of the Company's overseas business development and fund balancing.
Loan transaction with the related party	SDIC and its controlled subsidiaries	Not more than RMB 20 billion	RMB 13.044 billion	The estimate was made on the basis of the Company's business development and fund balancing.
Loan transaction with the related party (foreign currency)	Rongshi International Treasury Management Co., Ltd.	New loan not more than equivalent USD 800 million	New loan of USD 30 million	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	SDIC Property Management Co., Ltd.	Not more than RMB 800 million	RMB 5.58 million	Not applicable
	SDIC Human Resources Service Co., Ltd.		RMB 1.9 million	Not applicable
	SDIC Traffic Holding Co., Ltd.		RMB 218.58 million	Not applicable
	SDIC Intelligence Co., Ltd.		RMB 1.98 million	Not applicable
	Beijing Yahua Real Estate Development Co., Ltd.		RMB 10.96 million	Not applicable
	SDIC Inspection and Testing Certification Co., Ltd.		RMB 0.23 million	New
	SDIC Health Industry Investment Co., Ltd.		RMB 1.45 million	New
	Xiamen Meiya Pico Information Co., Ltd.		RMB 0.49 million	Not applicable
	Shandong Tejian Fangyuan Detection Co., Ltd.		RMB 0.11 million	New
	China Electronics Engineering Design Institute Co., Ltd.		RMB 0.36 million	New
Selling goods to the related party	SDIC Traffic Holding Co., Ltd.	Not more than RMB 400 million	RMB 15.9632 million	Not applicable

(II) Estimated amounts and types of daily related-party transactions in 2024

Type of related-party transaction	Related party	Estimated amount in 2024	Actual amount from January to November 2023 (unaudited)	Reasons for the significant difference between the estimated amount of this year and the actual amount of the previous year
Deposit with SDIC Finance, one of the related parties	SDIC Finance Co., Ltd.	Daily maximum deposit balance not more than RMB 15 billion	Daily maximum deposit balance of RMB 10.8 billion	The estimate was made on the basis of the Company's business development and fund balancing.
Loan transaction with the related party	SDIC and its controlled subsidiaries	Daily maximum loan limit not more than RMB 15 billion	Daily maximum loan limit of RMB 11.421 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 Co., Ltd.	Daily maximum deposit balance not more than RMB 5 billion	Daily maximum deposit balance of RMB 82 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 Co., Ltd.	Daily maximum loan limit not more than RMB 15 billion	Daily maximum loan limit of RMB 7.865 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, consultation service, software and hardware procurement, etc.)	SDIC and its controlled subsidiaries	Not more than RMB 800 million	RMB 240 million	SDIC Genting Meizhouwan and SDIC Qinzhou are expected to have some coal storage and unloading costs; and some service fees will be incurred with SDIC Human Resources, SDIC Intelligence and other related parties.
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 16 million	Coordinated development with related parties; considering the influence of changes in the electricity market; and estimates related to carbon emissions permit trading.

On May 30, 2023, the Company and Rongshi International Treasury Management Co., Ltd. (hereinafter referred to as Rongshi Treasury) signed the Financial Service Agreement which is valid for three years; and on June 21, 2023, the Company and SDIC Finance Co., Ltd. (hereinafter referred to as SDIC Finance) signed the Financial Service Agreement which is valid for three years. In the year of 2024, the Company will continue to comply with the deposit and loan limits agreed in the Financial Service Agreements with its related parties, SDIC Finance and Rongshi Treasury, and it is expected that the daily maximum deposit balance will be no more than RMB 15 billion, and the daily maximum loan limit will be no more than RMB 20 billion in SDIC Finance Co., Ltd., and that the daily maximum deposit balance will be no more than RMB 5 billion, and the daily maximum loan limit will be no more than RMB 15 billion in Rongshi International Treasury Management Co., Ltd.

II.  Introduction to and Relationship with Related Parties

 (I) Introduction to related parties

1. State Development & Investment Corp., Ltd.

Company Name	State Development & Investment Corp., Ltd.
Nature	Limited liability company (wholly state-owned)
Legal Representative	Fu Gangfeng
Date of Establishment	April 14, 1995
Registered Capital	RMB 33.8 billion
Domicile	International Investment Plaza, 6-6 Fuchengmen North Street, Xicheng District, Beijing
Scope of Business	Managing state-owned assets within the scope of authority by the State Council and conducting related investment businesses; investment and investment management in such fields as energy, transportation, chemical fertilizer, high-tech industry, financial service, consulting, guarantee, trade, biomass energy, pension industry, big data, medical treatment and health, as well as inspection and testing; asset management; economic information consulting; technical development and technical services. (The enterprise is allowed to operate items at its own option and perform related business activities in accordance with laws; as for items required to be approved in accordance with laws, business activities shall be performed as approved by relevant authorities; it is not allowed to be engaged in business activities prohibited and restricted by the municipal industrial policies.)
Financial Data	As of December 31, 2022, the audited total assets and net assets of State Development & Investment Corp., Ltd. were RMB 795.821 billion and RMB 259.259 billion, respectively, with an asset-liability ratio of 67.42%. It achieved operating revenue of RMB 195.516 billion and net profit of RMB 19.557 billion in 2022. As of September 30, 2023, the unaudited total assets and net assets of State Development & Investment Corp., Ltd. were RMB 882.222 billion and RMB 274.958 billion, respectively, with an asset-liability ratio of 68.83%. It achieved operating revenue of RMB 146.211 billion and net profit of RMB 19.838 billion for the period.

2. SDIC Finance Co., Ltd.

Company Name	SDIC Finance Co., Ltd.
Nature	Other limited liability company
Legal Representative	Cui Hongqin
Date of Establishment	February 11, 2009
Registered Capital	RMB 5 billion
Domicile	18/F, No. 2, Fuchengmen Beidajie Street, Xicheng District, Beijing
Scope of Business	Providing financial and financing consulting, credit authentication and related consulting and agency services for member companies; assisting member companies in collections and payments; approved insurance brokerage; providing guarantee for member companies; addressing entrusted loans and entrusted investments among member companies; addressing bill acceptance and discounting for member companies; addressing internal transfer settlements and corresponding settlement and clearance plan design for member companies; absorbing deposits of member companies; handling loan and financial leasing for member companies; engaging in inter-bank borrowing; issuing corporate bonds of SDIC Finance as approved; underwriting enterprise bonds of member companies; investing in equities of financial institutions; investing in securities; buyer's credit for products of member companies. (The enterprise is allowed to operate items at its own option and perform related business activities in accordance with laws; as for items required to be approved in accordance with laws, business activities shall be performed as approved by relevant authorities;  it is not allowed to be engaged in business activities prohibited and restricted by the municipal industrial policies.)

3. SDIC Property Management Co., Ltd.

Company Name	SDIC Property Management Co., Ltd.
Nature	Other limited liability company
Legal Representative	Yan Xiaojun
Date of Establishment	May 16, 2001
Registered Capital	RMB 100 million
Domicile	International Investment Plaza, 6-6 Fuchengmen North Street, Xicheng District, Beijing
Scope of Business	Property management; renting of office space; public parking services for motor vehicles; vehicle washing service; catering service; food product sales. (The enterprise is allowed to operate items at its own option and perform related business activities in accordance with laws; as for food product sales, catering service and items required to be approved in accordance with laws, business activities shall be performed as approved by relevant authorities;  it is not allowed to be engaged in business activities prohibited and restricted by the municipal industrial policies.)

4. SDIC Human Resources Service Co., Ltd.

Company Name	SDIC Human Resources Service Co., Ltd.
Nature	Limited liability company (sole proprietorship of legal person)
Legal Representative	Meng Shuhao
Date of Establishment	April 22, 2014
Registered Capital	RMB 100 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 intermediary activities; labor dispatch services; foreign labor cooperation; Internet information services; network culture operation; production and operation of radio and television programs; category 2 value-added telecommunications services. (As for items required to be approved in accordance with laws, business activities shall be performed as approved by relevant authorities, and specific operation items shall be subject to approval documents or licenses from relevant authorities) General items: human resource services (excluding employment intermediary activities and labor dispatch services); business training (excluding educational training, vocational skills training and other training that requires a license); corporate management and consultation; educational consulting services (excluding education and training activities involving license approval); social and economic consulting services; tax services; market research (excluding foreign-related investigations); technical services, technical development, technical consulting, technical exchange, technical transfer and technical promotion; conference and exhibition services; organization of cultural and art exchange activities; advertising design and agency; advertising production; advertising publication; leasing of non-residential real estate; 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 Co., Ltd.

Company Name	SDIC Intelligence Co., Ltd.
Nature	Limited liability company (wholly state-owned)
Legal Representative	Zhang Lei
Date of Establishment	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 items required to be approved in accordance with laws, business activities shall be performed after obtaining the approval from relevant authorities]

6. Rongshi International Treasury Management Co., Ltd.

Company Name	Rongshi International Treasury Management Co., Ltd.
Full English Name	RONGSHI INTERNATIONAL TREASURY MANAGEMENT COMPANY LIMITED
Nature	Other limited liability company
Legal Representative	Cui Hongqin
Date of Establishment	November 20, 2018
Registered Capital	USD 50 million
Domicile	Room 1701, 17/F, World-Wide House, 19 Des Voeux Road Central, Hong Kong
Scope of Business	Treasury management

7. SDIC Traffic Holding Co., Ltd.

Company Name	SDIC Traffic Holding Co., Ltd.
Nature	Limited liability company (sole proprietorship of legal person)
Legal Representative	Wang Wenfa
Date of Establishment	October 29, 2013
Registered Capital	RMB 2 billion
Domicile	Room 1017, Building A, No. 6 Fuchengmen North Street, Xicheng District, Beijing
Scope of Business	Investing in railways, highways (including bridges & culverts, and yards & stations), ports, aviation logistics, pipeline transportation, logistics and related supporting projects as well as their horizontal crossing and comprehensive utilization projects; general contracting, technical transformation and management of the aforementioned projects; selling metallic materials, building materials, chemical and light industry materials (excluding hazardous chemicals), electromechanical equipment, automobiles (excluding sedans) and automobile spare parts, hardware and electrical equipment, timber, computer software and hardware, communication equipment and cultural and office goods (except for items subject to special national provisions); lease of self-owned equipment; technical consulting, technical development, technical transfer and economic information consulting services related to the aforementioned businesses. (The enterprise is allowed to operate items at its own option and perform related business activities in accordance with laws; as for items required to be approved in accordance with laws, business activities shall be performed as approved by relevant authorities;  it is not allowed to be engaged in business activities prohibited and restricted by the municipal industrial policies.)

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

Company Name	Beijing Yahua Real Estate Development Co., Ltd.
Nature	Other limited liability company
Legal Representative	Yan Xiaojun
Date of Establishment	June 13, 2001
Registered Capital	RMB 3.4 billion
Domicile	Room 309, 3/F, No. 6 Fuchengmen North Street, Xicheng District, Beijing
Scope of Business	Real estate development and sales; property management for self-owned premises; real estate information consulting (except for intermediary services); furniture rental. (The market entity is allowed to operate items at its own option and perform related business activities in accordance with laws. as for items required to be approved in accordance with laws, business activities shall be performed as approved by relevant authorities; it is not allowed to be engaged in business activities prohibited and restricted by the national and municipal industrial policies.)

9. Xiamen Meiya Pico Information Co., Ltd.

Company Name	Xiamen Meiya Pico Information Co., Ltd.
Nature	Joint-stock limited company (listed and invested or held by natural person)
Legal Representative	Teng Da
Date of Establishment	September 22, 1999
Registered Capital	RMB 859,477,310
Domicile	Units 102-402, No. 12, Guanri Road, 2nd Phase of Xiamen Software Park, Xiamen
Scope of Business	General items: Information system integration services; software development; information technical consulting service; wholesale of computer software and hardware and auxiliary equipment; retail of computer software and hardware and auxiliary equipment; data processing and storage support services; 5G communication technology services; leasing of computer and communication equipment; sales of radio, film and TV equipment; sales of communication equipment; sales of mobile communication equipment; digital content production services (excluding publishing and distribution); Internet security services; import and export of technologies; import and export of goods; production of commercial password products; sales of commercial password products; sales of security equipment; manufacturing of security equipment; sales of metal chains and other metal products; sales of metal products; manufacturing of lighting fixtures; sales of smart wearable devices; technical services, technical development, technical consulting, technical exchange, technical transfer and technical promotion; manufacturing of computer software and hardware and peripherals; manufacturing of mobile communication equipment; manufacturing of communication equipment; manufacturing of Internet equipment; big data services; AI public data platform; sales of information security equipment; manufacturing of information security equipment; development of network and information security software; sales of intelligent robots; R&D of intelligent robots; computer system services; information system operation and maintenance services; sales of electronic products; cloud computing equipment technology services; general AI application system; sales of intelligent basic manufacturing equipment; manufacturing of intelligent basic manufacturing equipment; educational consulting services (excluding education and training activities involving license approval). (Except for items subject to approval in accordance with laws, business activities are independently carried out with the business license in accordance with laws) Licensed items: Building intelligent system design; Internet information services; publishing of electronic publications; production of electronic publications; retail of publications; wholesale of publications; construction of construction projects; sales of security products for computer information systems; judicial expertise services. (For the items subject to approval according to law, business activities are only allowed upon the approval by relevant authorities, and the specific operating items are subject to the approval documents or licenses of relevant authorities)
Financial Data	As of December 31, 2022, the audited total assets and net assets of Xiamen Meiya Pico Information Co., Ltd. were RMB 5.89 billion and RMB 4.308 billion, respectively, with an asset-liability ratio of 26.86%. It achieved operating revenue of RMB 2.28 billion and net profit of RMB 171 million in 2022. As of September 30, 2023, the unaudited total assets and net assets of Xiamen Meiya Pico Information Co., Ltd. were RMB 5.435 billion and RMB 3.853 billion, respectively, with an asset-liability ratio of 29.12%. It achieved operating revenue of RMB 750 million and net profit of RMB -415 million for the period.

10. SDIC Inspection and Testing Certification Co., Ltd.

Company Name	SDIC Inspection and Testing Certification Co., Ltd.
Nature	Limited Liability Company (sole proprietorship of legal person invested or controlled by non-natural person)
Legal Representative	Zhang Yuqi
Date of Establishment	April 18, 2018
Registered Capital	RMB 3 billion
Domicile	Room 3625W, No. 9, Lane 360, Feihong Road, Hongkou District, Shanghai
Scope of Business	Certification service, and engaging in technical development, technical transfer, technical consulting and technical service in special fields of test technology and energy-saving and environmental protection technology, investment management, construction project testing, business consulting, quality inspection technical service, surveying and mapping services, and inspection and appraisal of import and export commodities. [As for items required to be approved in accordance with laws, business activities shall be performed after obtaining the approval from relevant authorities]

11. SDIC Health Industry Investment Co., Ltd.

Company 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
Date of Establishment	November 18, 2016
Registered Capital	RMB 2 billion
Domicile	Room 1011, 10/F, No. 6 Fuchengmen North Street, Xicheng District, Beijing
Scope of Business	Investment management, health consulting, investment consulting, enterprise management, enterprise management consulting, and providing the elderly with community care, home care and other community care services. [As for items required to be approved in accordance with laws, business activities shall be performed after obtaining the approval from relevant authorities]

12. Shandong Tejian Fangyuan Detection Co., Ltd.

Company Name	Shandong Tejian Fangyuan Detection Co., Ltd.
Nature	Limited Liability Company (sole proprietorship of legal person invested or controlled by non-natural person)
Legal Representative	Ren Yunli
Date of Establishment	August 19, 1992
Registered Capital	RMB 50 million
Domicile	No. 81 Shanda North Road, Licheng District, Ji'nan City, Shandong
Scope of Business	General items: Highway and water transport engineering test and inspection services; environmental protection testing; project management services; electronic measuring instruments sales; sales of special measuring or inspection instruments for railroad; sales of experimental analysis instruments; safety technology training for special operators; information technical consulting service; security consulting services; Internet security services; energy-saving management services; R&D of mechanical equipment; manufacturing of testing machines; sales of test machine sales; software development; standardization services; technical services, technical development, technical consulting, technical exchange, technical transfer and technical promotion; educational consulting services (excluding education and training activities involving license approval); technology intermediary services; unit logistics management services; car leasing; conference and exhibition services; inspection and testing services; construction project quality testing; special equipment inspection and testing services; water conservancy engineering quality testing; fire protection technology services; lightning protection device testing; safety evaluation business. (Except for items subject to approval in accordance with laws, business activities are independently carried out with the business license in accordance with laws)

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

Company Name	China Electronics Engineering Design Institute Co., Ltd.
Nature	Other joint-stock company (non-listed)
Legal Representative	Lou Yu
Date of Establishment	August 27, 1992
Registered Capital	RMB 924,274,508
Domicile	317, Area II, 3/F, No. 160 Xisihuan North Road, Haidian District, Beijing
Scope of Business	contracting of overseas projects in accordance with its capability, size, and performance; dispatching labors required for implementing the above-mentioned overseas projects; publication of Contamination Control & Air-conditioning Technology (to the extent of those published by the editorial office of journals within the internal organization of the Company, valid until December 31, 2023); pressure piping design GB2 level and GC1(1)(2) level; urban planning; engineering consulting; cost consulting; environmental impact assessment; energy conservation assessment; architectural engineering design of all grades for all industries; engineering decoration; project management; general contracting of housing and building projects; development and sales of computer hardware and electronic instruments and meters; development, production and sales of construction and related engineering equipment and materials; design, publication and agency business of advertisements in the Contamination Control & Air-conditioning Technology journal; import and export business; technological development; technology transfer; technological services; software development; software sales; application software services (except for medical software); basic software service; engineering testing; environmental testing. (The market entity is allowed to operate items at its own option and perform related business activities in accordance with laws. as for items required to be approved in accordance with laws, business activities shall be performed as approved by relevant authorities; it is not allowed to be engaged in business activities prohibited and restricted by the national and municipal industrial policies.)

(II) Affiliation

SDIC directly holds 51.32% of the Company's shares and is the affiliated legal person of the Company in accordance with Article 6.3.3 of the Rules Governing the Listing of Stocks on Shanghai Stock Exchange (revised in August 2023) (hereinafter referred to as the "Stock Listing Rules").

As the controlled subsidiaries of SDIC, SDIC Finance Co., Ltd., SDIC Property Management Co., Ltd., SDIC Human Resources Service Co., Ltd., SDIC Intelligence Co., Ltd., SDIC Traffic Holding Co., Ltd., Rongshi International Treasury Management Co., Ltd., Beijing Yahua Real Estate Development Co., Ltd., Xiamen Meiya Pico Information Co., Ltd., SDIC Inspection and Testing Certification Co., Ltd., SDIC Health Industry Investment Co., Ltd., Shandong Tejian Fangyuan Detection Co., Ltd. and China Electronics Engineering Design Institute Co., Ltd. are all the Company's affiliated legal persons according to the provisions in Article 6.3.3 of the Stock Listing Rules.

(III) Execution and performance

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 signed the Financial Service Agreements with SDIC Finance and Rongshi Treasury, and has executed the corresponding service charges in accordance with the agreements.

(II) Receiving labor services provided by related parties

This part of related-party transactions mainly includes coal storage and transportation, property costs, entrusted management services, enterprise consultation, recruitment service and software purchase.

The price of a coal storage and transportation contract signed by and between 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 and not be higher than the market prices.

(III) Selling goods to related parties

This part of related-party transactions mainly includes the sales of electricity by the Company's controlled subsidiaries to affiliate companies in the same region, carbon emissions permit trading, a small amount of coal unloading and other services. With the advances in the system reformation and market-based transaction of electric power, the price of an electricity sales contract between 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.

IV. Purpose of Current Related-Party Transactions and Its Impact on the Company

The newly added daily related-party transactions of the Company are in line with the needs of the Company's production and operation, and the prices of the related-party transactions strictly comply with the Price Law of the People's Republic of China and other relevant laws and regulations, and where there is government pricing, the price is directly applied; where there is no government pricing, the price shall be negotiated by both parties to the transaction on the basis of market price, which ensures the fairness of the related-party transactions and reflects the principles of openness, fairness and impartiality, does not harm the interests of the listed company and other shareholders and not affect the independence of the listed company.

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.

The above proposal was deliberated and approved at the 22^nd meeting of the 12^th Board of Directors and the 12^th meeting of the 12^th Supervisory Committee on December 28, 2023, and is hereby presented to you for deliberation and approval. According to relevant provisions of the Stock Listing Rules, the above transactions are related-party transactions and the related-party shareholders shall abstain from voting.

 

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