Adjustment of Issue Price and Quantity

Announcement on the Adjustment of Issue Price and Quantity of Non-Public Offering of A-Shares after the Implementation of 2020 Equity Allocation 

This announcement contains the English translation of the Chinese version of "Announcement on the Adjustment of Issue Price and Quantity of Non-Public Offering of A-Shares after the Implementation of 2020 Equity Allocation" as published on the website of the Shanghai Stock Exchange, and is provided for your reference only. In case of discrepancy between the Chinese version and the English version, the Chinese version shall prevail.

Important notes:

Due to the implementation of the 2020 equity allocation, the issue price of the A-shares of SDIC Power Holdings CO., LTD. (hereinafter referred to as the "Company") is adjusted from RMB 7.72 per share to RMB 7.44 per share and the number of shares issued is adjusted from 470,595,854 to 488,306,450. Except for the above adjustments, there are no changes in other matters concerning the non-public offering of A-shares of the Company.

I. 2020 equity allocation plan and implementation

On June 29, 2021, the Company held its 2020 annual general meeting of shareholders and reviewed and approved the Proposal on the 2020 Profit Distribution of the Company, agreeing to distribute a cash dividend of RMB 0.28 (including tax) per share to all shareholders based on the total share capital on the share registration date at the time the profit distribution would be implemented.

On August 11, 2021, the Company disclosed the Announcement on the Implementation of the 2020 Equity Allocation of SDIC Power Holdings CO., LTD. (Announcement No. 2021-058), with the registration date of the equity allocation on August 17, 2021 and the ex-dividend date on August 18, 2021. The implementation of the equity allocation was completed on August 18, 2021.

II. Adjustments to the issue price and quantity of the non-public offering of A-shares

With the completion of the implementation of the Company's 2020 equity allocation, the issue price and quantity of A-shares issued in this non-public offering of the Company are thus adjusted as follows:

(I) Before adjustment 

1. Pricing base date and issue price

The price of the non-public offering of shares is RMB 7.72 per share. The pricing base date for this non-public offering of shares is the date of announcement of the resolution of the thirtieth meeting of the eleventh session of the Board of Directors of the Company. The issue price of the non-public issue of shares shall not be less than 80% of the average trading price of the Company's shares for 20 trading days prior to the pricing base date, nor less than the unaudited net assets per share attributable to shareholders of ordinary shares of the Company at the end of the most recent year prior to the issue (if ex-rights or ex-dividend events occur between the balance sheet date and the issue date, the net assets per share will be adjusted accordingly).

The average price of the Company's shares traded in the 20 trading days prior to the pricing base date = the total amount of the Company's shares traded in the 20 trading days prior to the pricing base date / the total volume of the Company's shares traded in the 20 trading days prior to the pricing base date.

In the case of the occurrence of ex-rights or ex-dividend events between the pricing base date and the issue date, the issue price will be adjusted accordingly in the following manner:

Cash dividends paid: P1 = P0 - D

Bonus shares or converted share capital: P1=P0/(1+N)

Both carried out simultaneously: P1=(P0-D)/(1+N)

where P1 is the post-adjustment issue price, and P0 the pre-adjustment issue price. D is the cash dividend per share, and N the number of bonus shares or converted share capital.

2. Number of shares to be issued

The number of shares to be issued in this non-public offering is 470,595,854, and the formula for the calculation of the number of shares to be subscribed by the targets of this non-public offering is the number of shares subscribed by the targets of this non-public offering = subscription amount ÷ issue price. The number of issues calculated on the basis of the above formula shall be accurate to the single digit, and any shortfall of one share should be rounded off to the nearest whole share. According to the formula, the maximum number of shares for a non-public offering shall not exceed 30% of the total share capital of the Company before the offering.

In the event that bonus issuing or transfer of capital surplus to share capital or other reasons occur during the period from the pricing base date to the issue date, which leads to the change of the total share capital of the Company prior to the issue and or to the adjustment of the issue price, the maximum number of shares in the non-public issue shall be adjusted accordingly. The final number of the shares to be issued shall be subject to the approval of the China Securities Regulatory Commission.

(II) After adjustment 

1. Pricing base date and issue price

The pricing base date for this non-public offering of shares is the date of announcement of the resolution of the thirtieth meeting of the eleventh session of the Board of Directors of the Company.

Eighty percent of the average trading price of the Company's shares for the 20 trading days prior to the pricing base date was RMB 7.72/share. On August 18, 2021, the Company carried out the 2020 equity allocation with a cash dividend of RMB 0.28 per share (tax included), and according to the price adjustment mechanism, the issue price was adjusted from RMB 7.72/share to RMB 7.44/share, which shall not be lower than the latest unaudited net assets per share attributable to shareholders of ordinary shares as of the end of the most recent year prior to the issue (if ex-rights or ex-dividend events occur between the balance sheet date and the issue date, the net assets per share shall be adjusted accordingly).

The average price of the Company's shares traded in the 20 trading days prior to the pricing base date = the total amount of the Company's shares traded in the 20 trading days prior to the pricing base date / the total volume of the Company's shares traded in the 20 trading days prior to the pricing base date.

In the case of a repeated occurrence of ex-rights or ex-dividend events between the pricing base date and the issue date, the issue price shall be adjusted accordingly in the following manner:

Cash dividends paid: P1 = P0 - D

Bonus shares or converted share capital: P1=P0/(1+N)

Both carried out simultaneously: P1=(P0-D)/(1+N)

where P1 is the post-adjustment issue price, and P0 the pre-adjustment issue price. D is the cash dividend per share, and N the number of bonus shares or converted share capital.

2. Number of shares to be issued

This non-public offering of shares is intended to raise RMB 3.633 billion, and the number of shares to be issued is 488,306,450 based on the issue price of RMB 7.44/share. The formula for the calculation of the number of shares to be subscribed by the targets of this non-public offering is the number of shares subscribed by the targets of this non-public offering = subscription amount ÷ issue price. The number of issues calculated on the basis of the above formula shall be accurate to the single digit, and any shortfall of one share should be rounded off to the nearest whole share. According to the formula, the maximum number of shares for a non-public offering shall not exceed 30% of the total share capital of the Company before the offering.

In the event that bonus issuing or transfer of capital surplus to share capital or other reasons occur during the period from the pricing base date to the issue date, which leads to the change of the total share capital of the Company prior to the issue and or to the adjustment of the issue price, the maximum number of shares in the non-public issue shall be adjusted accordingly. The final number of the shares to be issued shall be subject to the approval of the China Securities Regulatory Commission.

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

August 18, 2021