Huadian Power International : NOTICE OF EXTRAORDINARY GENERAL MEETING

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華電國際電力股份有限公 司

Huadian Power International Corporation Limited*

(A Sino-foreign investment joint stock company limited by shares incorporated in the

People's Republic of China (the "PRC"))

(Stock Code: 1071)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the "EGM") of Huadian Power International Corporation Limited* (the "Company") will be held at 2:00 p.m. on Wednesday, 28 April 2021 at Jinan Yanzi Resort, No.14668 Jingshi Street, Lixia District, Jinan, Shandong Province, the People's Republic of China, for the purpose of considering and, if appropriate, by way of polls, approving the following resolutions. Save as otherwise indicated, the terms herein shall have the same meaning as those defined in the announcements dated on 8 January 2021 and 26 February 2021 (collectively the "Announcements").

ORDINARY RESOLUTIONS

1. To consider and approve the entering into the Commercial Factoring Services Framework Agreement between the Company and Huadian Factoring with a term commencing from the effective date of the Commercial Factoring Services Framework Agreement and until 31 December 2021, and the following continuing connected transactions contemplated by the Group and Huadian Factoring thereunder and the relevant proposed cap; and authorise the general manager of the Company or its authorised person(s) to make discretionary amendments to the agreement in accordance with relevant domestic and overseas regulatory requirements and sign the agreement upon mutual understanding is arrived as well as complete other necessary procedures and formalities as required by relevant provisions.
2. To consider and approve (1) the Ningxia Lingwu Agreement entered into by the Company dated 26 February 2021 in relation to its proposed disposal of 65% equity interests in Ningxia Lingwu and the Lingwu Dividend Receivable, with China Huadian, and the transactions contemplated thereunder; (2) the Ningxia Heating Agreement entered into by the Company dated 26 February 2021 in relation to its proposed disposal of 53% equity interests in Ningxia Heating, with China Huadian, and the transactions contemplated thereunder; and authorise the general manager of the Company or its authorised person(s) to make discretionary amendments to the agreements in accordance with relevant domestic and overseas regulatory requirements and execute the agreements upon mutual understanding is arrived as well as complete other necessary procedures and formalities as required by relevant provisions.

By order of the Board

Huadian Power International Corporation Limited*

Zhang Gelin

Secretary to the Board

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As at the date of this notice, the board of directors of the Company comprises:

Ding Huande (Chairman, Executive Director), Ni Shoumin (Vice Chairman, Non- executive Director), Peng Xingyu (Non-executive Director), Luo Xiaoqian (Executive Director), Zhang Zhiqiang (Non-executive Director), Li Pengyun (Non-executive Director), Wang Xiaobo (Non-executive Director), Feng Rong (Executive Director), Wang Dashu (Independent Non-executive Director), Zong Wenlong (Independent Non-executive Director), Feng Zhenping (Independent Non-executive Director) and Li Xingchun (Independent Non- executive Director).

Beijing, the PRC

31 March 2021

• For identification purpose only

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Notes:

1. ELIGIBILITY OF ATTENDING THE EGM AND CLOSURE OF THE H SHARE REGISTER OF MEMBERS
   Shareholders of the Company whose names appear on the Company's H share register of members at the close of business on Thursday, 22 April 2021 (the "Registered Shareholder(s)") are entitled to attend the EGM conditional upon completion of the necessary registration procedures. The register of members of H shares will be closed by the Company from Friday, 23 April 2021 to Wednesday, 28 April 2021, both days inclusive, for the purpose of determining H Shareholders' entitlement to attend the EGM, during which period no transfer of the H shares will be registered.
   In order to be entitled to attend the EGM, H Shareholders of the Company whose transfer documents have not been registered are required to deposit their respective instrument(s) of transfer and the relevant share certificate(s) with the H share registrar of the Company, Hong Kong Registrars Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong, no later than 4:30 p.m. on Thursday, 22 April 2021.
2. REGISTRATION PROCEDURES FOR ATTENDING THE EGM
   Registered Shareholders may deliver the necessary registration documents to the Company in person, by post or by facsimile. Upon receipt of the above documents, the Company shall complete the registration procedures in respect of attending the EGM, and shall issue copies or facsimile copies of admission cards for attending the EGM by post or by facsimile. Shareholders or their proxies may produce such copies of the admission cards at the time of attending the EGM in exchange for the original of the admission cards of EGM.
3. PROXIES
   Registered Shareholder is entitled to appoint one or more proxies to attend and vote at the EGM on his/her behalf by completing the "Proxy Form For Use at the Extraordinary General Meeting" (the "Proxy Form") or by completing a duplicate copy thereof. A proxy need not be a Shareholder of the Company. Should more than one proxy be appointed, such proxies shall only exercise his/her voting rights on a poll. The Proxy Form shall be signed by a Registered Shareholder or his/her attorney duly authorised in writing. If the Proxy Form is signed by the attorney of a Registered Shareholder, the power of attorney or other documents of authorisation authorising the attorney to appoint the proxy shall be notarised. If the Registered Shareholder is a corporation, the Proxy Form shall be executed under seal or shall be executed by its director or a duly authorised person. The notarised power of attorney or other authorization documents and the completed Proxy Form shall be delivered to the Hong Kong Registrars Limited not less than 24 hours before the time designated for convening the EGM or any adjourn meeting thereof (as case may be).
4. MISCELLANEOUS
5. 1. Each of the Shareholders (or his/her proxy) shall exercise his/her voting rights according to the number of shares with voting rights represented by him/her and shall be entitled to one vote for each share held.
   2. The EGM is expected to take about half a day. Shareholders who attend the EGM shall be responsible for their own travel and accommodation expenses.
   3. The office address of the Company and the contact details of the Secretarial Office of the Board are as follows:
      No. 2 Xuanwumennei Street, Xicheng District, Beijing, the People's Republic of China Tel No.: (86)10 8356 7903
      Fax No.: (86)10 8356 7963
   4. The address and contact details of Hong Kong Registrars Limited are as follows:
      Shops 1712-1716, 17M, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong Tel No.: (852) 2862 8628
      Fax No.: (852) 2865 0990/2529 6087

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5. PRECAUTIONS ON COVID-19

Shareholders who attend the meeting on-site must pay attention in advance and abide by the regulations and requirements of health status declaration, quarantine and observation as required by relevant government department of the venue where the meeting is held during the epidemic containment period. The Company will strictly follow the epidemic containment requirements of relevant government departments and take epidemic containment measures such as body temperature monitoring for the Shareholders who attend the meeting on-site under the guidance and supervision of relevant government departments. Shareholders who have fever and other symptoms or are not wearing masks as required or do not comply with the relevant epidemic containment regulations and requirements may not be admitted to the venue of the meeting. If the number of Shareholders who attend the meeting on-site reached the upper limit stipulated under the epidemic containment requirements of the relevant government departments on the date of the meeting, Shareholders present at the venue will have to enter into the venue on a "first sign in, first enter" basis, and Shareholders who sign in later may not be able to enter into the venue of the meeting. Shareholders who may not enter the site will participate in the meeting through the remote conference system provided by the Company.

• For identification purpose only

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