SDIC Power Holdings CO., LTD.
(GDR under the symbol: "SDIC")
Announcement of Poll Results of
2024 Fifth Extraordinary General Meeting
I. Convening and Attendance of the Meeting
(I) Date: 9 October 2024
(II) Venue: Room 207, No. 147, Xizhimen Nanxiao Street, Xicheng District, Beijing
(III) Common shareholders present at the meeting and their holdings (including online voting):
| 1. Number of shareholders and representatives present at the meeting | 849 |
| 2. Sum of shares with voting rights held by the shareholders present at the meeting (shares) | 5,991,731,475 |
| 3. Proportion of shares with voting rights held by the shareholders present at the meeting in all voting shares of the Company (%) | 80.3808% |
(IV) Whether the voting method complies with the provisions of the Company Law and the Articles of Association, and the presiding situation of the General Meeting.
The convening, holding forms and procedures of the General Meeting comply with the relevant provisions of the Company Law, the Securities Law, the Rules for the General Meeting of Listed Companies, the Articles of Association of SDIC Power Holdings CO., LTD. and the Procedural Rules for General Meetings of SDIC Power Holdings CO., LTD. The resolution of the meeting is lawful and effective. The Chairman Guo Xuyuan presided over the meeting.
II. Poll Results
1. Name of the Proposal: Proposal on the Company's Eligibility for the Issuance of A Shares to the Specific Object - National Council for Social Security Fund of The People's Republic of China
Result: Agreed
Voting results:
| Type of shareholders | Agreed | Objection | Abstention | |||
| Votes | Ratio (%) | Votes | Ratio (%) | Votes | Ratio (%) | |
| A-shares | 5,792,431,980 | 96.6737 | 199,157,247 | 3.3238 | 142,248 | 0.0025 |
2. Name of the Proposal: Proposal on the Company's Plan for the Issuance of A Shares to the Specific Object - National Council for Social Security Fund of The People's Republic of China in 2024
2.1 Class and par value of offer shares
Result: Agreed
Voting results:
| Type of shareholders | Agreed | Objection | Abstention | |||
| Votes | Ratio (%) | Votes | Ratio (%) | Votes | Ratio (%) | |
| A-shares | 5,792,617,857 | 96.6768 | 198,873,739 | 3.3191 | 239,879 | 0.0041 |
2.2 Issuing method and time
Result: Agreed
Voting results:
| Type of shareholders | Agreed | Objection | Abstention | |||
| Votes | Ratio (%) | Votes | Ratio (%) | Votes | Ratio (%) | |
| A-shares | 5,792,616,688 | 96.6768 | 198,874,639 | 3.3191 | 240,148 | 0.0041 |
2.3 Issuing objects and subscription methods
Result: Agreed
Voting results:
| Type of shareholders | Agreed | Objection | Abstention | |||
| Votes | Ratio (%) | Votes | Ratio (%) | Votes | Ratio (%) | |
| A-shares | 5,792,617,157 | 96.6768 | 195,617,661 | 3.2647 | 3,496,657 | 0.0585 |
2.4 Pricing base date, pricing principle and issue price
Result: Agreed
Voting results:
| Type of shareholders | Agreed | Objection | Abstention | |||
| Votes | Ratio (%) | Votes | Ratio (%) | Votes | Ratio (%) | |
| A-shares | 5,792,608,588 | 96.6767 | 195,620,861 | 3.2648 | 3,502,026 | 0.0585 |
2.5 Number of shares to be issued
Result: Agreed
Voting results:
| Type of shareholders | Agreed | Objection | Abstention | |||
| Votes | Ratio (%) | Votes | Ratio (%) | Votes | Ratio (%) | |
| A-shares | 5,792,615,757 | 96.6768 | 198,874,839 | 3.3191 | 240,879 | 0.0041 |
2.6 Restriction period arrangement
Result: Agreed
Voting results:
| Type of shareholders | Agreed | Objection | Abstention | |||
| Votes | Ratio (%) | Votes | Ratio (%) | Votes | Ratio (%) | |
| A-shares | 5,792,604,657 | 96.6766 | 198,874,870 | 3.3191 | 251,948 | 0.0043 |
2.7 Arrangement for distribution of accumulated profits of the Company before the Issuance
Result: Agreed
Voting results:
| Type of shareholders | Agreed | Objection | Abstention | |||
| Votes | Ratio (%) | Votes | Ratio (%) | Votes | Ratio (%) | |
| A-shares | 5,797,840,045 | 96.7640 | 193,649,251 | 3.2319 | 242,179 | 0.0041 |
2.8 Listing location
Result: Agreed
Voting results:
| Type of shareholders | Agreed | Objection | Abstention | |||
| Votes | Ratio (%) | Votes | Ratio (%) | Votes | Ratio (%) | |
| A-shares | 5,792,618,657 | 96.6768 | 198,870,770 | 3.3190 | 242,048 | 0.0042 |
2.9 Amount and use of raised funds
Result: Agreed
Voting results:
| Type of shareholders | Agreed | Objection | Abstention | |||
| Votes | Ratio (%) | Votes | Ratio (%) | Votes | Ratio (%) | |
| A-shares | 5,793,284,574 | 96.6879 | 198,198,322 | 3.3078 | 248,579 | 0.0043 |
2.10 Validity period of resolution on the Issuance
Result: Agreed
Voting results:
| Type of shareholders | Agreed | Objection | Abstention | |||
| Votes | Ratio (%) | Votes | Ratio (%) | Votes | Ratio (%) | |
| A-shares | 5,792,644,157 | 96.6772 | 198,776,739 | 3.3175 | 310,579 | 0.0053 |
3. Name of the Proposal: Proposal on the Company's Tentative Plan for the Issuance of A Shares to the Specific Object - National Council for Social Security Fund of The People's Republic of China in 2024
Result: Agreed
Voting results:
| Type of shareholders | Agreed | Objection | Abstention | |||
| Votes | Ratio (%) | Votes | Ratio (%) | Votes | Ratio (%) | |
| A-shares | 5,792,430,449 | 96.6737 | 198,825,078 | 3.3183 | 475,948 | 0.0080 |
4. Name of the Proposal: Proposal on the Demonstration and Analysis Report on the Company's Plan for the Issuance of A Shares to the Specific Object - National Council for Social Security Fund of The People's Republic of China in 2024
Result: Agreed
Voting results:
| Type of shareholders | Agreed | Objection | Abstention | |||
| Votes | Ratio (%) | Votes | Ratio (%) | Votes | Ratio (%) | |
| A-shares | 5,792,455,049 | 96.6741 | 198,799,847 | 3.3179 | 476,579 | 0.0080 |
5. Name of the Proposal: Proposal on the Feasibility Analysis Report on the Use of Funds Raised by the Company through Issuing A Shares to the Specific Object - National Council for Social Security Fund of The People's Republic of China in 2024
Result: Agreed
Voting results:
| Type of shareholders | Agreed | Objection | Abstention | |||
| Votes | Ratio (%) | Votes | Ratio (%) | Votes | Ratio (%) | |
| A-shares | 5,793,098,266 | 96.6848 | 198,158,961 | 3.3072 | 474,248 | 0.0080 |
6. Name of the Proposal: Proposal on Dilution of Immediate Returns, Remedies and Commitments of Relevant Entities of the Company regarding the Issuance of A Shares to the Specific Object - National Council for Social Security Fund of The People's Republic of China in 2024
Result: Agreed
Voting results:
| Type of shareholders | Agreed | Objection | Abstention | |||
| Votes | Ratio (%) | Votes | Ratio (%) | Votes | Ratio (%) | |
| A-shares | 5,792,430,649 | 96.6737 | 198,820,347 | 3.3182 | 480,479 | 0.0081 |
7. Name of the Proposal: Proposal on Signing the Conditional Share Subscription Agreement for Issuance of A Shares to the Specific Object by SDIC Power Holdings Co., Ltd.
Result: Agreed
Voting results:
| Type of shareholders | Agreed | Objection | Abstention | |||
| Votes | Ratio (%) | Votes | Ratio (%) | Votes | Ratio (%) | |
| A-shares | 5,792,451,880 | 96.6740 | 195,540,169 | 3.2635 | 3,739,426 | 0.0625 |
8. Name of the Proposal: Proposal on Shareholders' Returns Planning of the Company in the Next Three Years (2024-2026)
Result: Agreed
Voting results:
| Type of shareholders | Agreed | Objection | Abstention | |||
| Votes | Ratio (%) | Votes | Ratio (%) | Votes | Ratio (%) | |
| A-shares | 5,983,125,711 | 99.8563 | 8,046,016 | 0.1342 | 559,748 | 0.0095 |
9. Name of the Proposal: Proposal on the Report regarding Use of the Company's Previously-raised Capital
Result: Agreed
Voting results:
| Type of shareholders | Agreed | Objection | Abstention | |||
| Votes | Ratio (%) | Votes | Ratio (%) | Votes | Ratio (%) | |
| A-shares | 5,976,117,815 | 99.7394 | 15,020,881 | 0.2506 | 592,779 | 0.0100 |
10. Name of the Proposal: Proposal on the Company's Related-party Transactions for the Issuance of A Shares to the Specific Object - National Council for Social Security Fund of The People's Republic of China in 2024
Result: Agreed
Voting results:
| Type of shareholders | Agreed | Objection | Abstention | |||
| Votes | Ratio (%) | Votes | Ratio (%) | Votes | Ratio (%) | |
| A-shares | 5,792,456,849 | 96.6741 | 198,860,278 | 3.3189 | 414,348 | 0.0070 |
11. Name of the Proposal: Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors or its Authorized Representatives to Handle Specific Matters in the Issuance to the Specific Object
Result: Agreed
Voting results:
| Type of shareholders | Agreed | Objection | Abstention | |||
| Votes | Ratio (%) | Votes | Ratio (%) | Votes | Ratio (%) | |
| A-shares | 5,908,630,278 | 98.6130 | 82,686,249 | 1.3800 | 414,948 | 0.0070 |
12. Name of the Proposal: Proposal on Introducing Strategic Investors into the Company and Signing the Conditional Strategic Cooperation Agreement between SDIC Power Holdings Co., Ltd. and National Council for Social Security Fund of The People's Republic of China
Result: Agreed
Voting results:
| Type of shareholders | Agreed | Objection | Abstention | |||
| Votes | Ratio (%) | Votes | Ratio (%) | Votes | Ratio (%) | |
| A-shares | 5,792,464,669 | 96.6743% | 198,847,727 | 3.3187 | 419,079 | 0.0070 |
III. Lawyer Witness
1. The law firm for authentication of the General Meeting: Beijing Tian Yuan Law Firm
2. Witness conclusions and opinions of the lawyers:
The lawyers of the law firm believe that, the convening and holding procedures of the meeting, qualification of participants and the convener, the proposal and voting procedures of the meeting, and voting results comply with various laws and regulations and normative documents such as Company Law, Securities Law and Rules for the General Meeting, and the relevant provisions of the Articles of Association. The resolution passed at the meeting is lawful and effective.
SDIC Power Holdings CO., LTD.
October 9, 2024
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