Huadian Power International : NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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 THE 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 Friday, 28 May 2021 at Badaguan Hotel, No. 19 Shanhaiguan Road, Shinan District, Qingdao, Shandong Province, the PRC, 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 circular of the Company dated 6 May 2021 (the "Circular").

SPECIAL RESOLUTIONS

1. To consider the resolution in relation to the compliance with relevant laws, regulations and conditions for the acquisition of assets by issuance of ordinary shares and convertible bonds.
2. To consider the resolution in relation to the acquisition of assets by issuance of ordinary shares and convertible bonds (items under this resolution shall be considered separately).
   The overall plan of the transactions
3. 1. Target of the transactions
   2. Pricing method of the target of the transactions
   3. Payment of the consideration for the target assets of the transactions
   4. Profit or loss during the transition period and arrangement for accumulated undistributed profit

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Acquisition of assets by issuance of ordinary shares

1. Type, nominal value and listing place of the ordinary shares to be issued
2. Target subscriber of the issuance
3. Pricing benchmark date and issue price
4. Number of shares to be issued
5. Lock-upperiod arrangement

Acquisition of assets by issuance of convertible bonds

1. Subject and type of convertible bonds to be issued
2. Target subscriber of the issuance
3. Par value
4. Number of convertible bonds to be issued
5. Term of convertible bonds
6. Conversion period
7. Lock-upperiod arrangement
8. Number of conversion shares
9. Conversion price and adjustment mechanism
10. Interest rate of the convertible bonds and calculation of interest
11. Redemption upon maturity of the convertible bonds
12. Mandatory conversion
13. Source of conversion shares

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1. To consider the resolution in relation to the execution of the Equity Acquisition Agreements between the Company and the Transferors.
2. To consider the resolution in relation to the execution of the Equity Acquisition Supplemental Agreements between the Company and the Transferors.
3. To consider the resolution that the acquisition of assets by issuance of ordinary shares and convertible bonds does not constitute related-party transactions.
4. To consider the resolution in relation to the statement of completeness and compliance of statutory procedures performed and the validity of the submission of legal documents regarding the acquisition of assets by issuance of ordinary shares and convertible bonds.
5. To consider the resolution in relation to the compliance of the acquisition of assets by issuance of ordinary shares and convertible bonds with Article 4 of the "Regulations on Certain Issues Concerning the Regulation of Major Asset Restructuring of Listed Companies".
6. To consider the resolution in relation to the compliance of the acquisition of assets by issuance of ordinary shares and convertible bonds with Article 11 of the "Administrative Measures for the Major Asset Restructuring of Listed Companies".
7. To consider the resolution in relation to the compliance of the acquisition of assets by issuance of ordinary shares and convertible bonds with Article 43 of the "Administrative Measures for the Major Asset Restructuring of Listed Companies".
8. To consider the resolution that the acquisition of assets by issuance of ordinary shares and convertible bonds does not constitute a major asset restructuring and restructuring for listing.
9. To consider the resolution in relation to the Company's share price fluctuation not reaching the relevant benchmark under Article 5 of the "Notice on the Regulation of Information Disclosure by Listed Companies and Acts of Relevant Parties".
10. To consider the resolution in relation to the "Report on the Acquisition of Assets by Issuance of Ordinary Shares and Convertible Bonds (Draft)" and its summary (Note 1).
11. To consider the resolution in relation to the independence of the valuer, the reasonableness of valuation assumptions, the relevance between valuation methods and valuation purpose, and the fairness of pricing of the valuation.
12. To consider the resolution in relation to the relevant audit reports, pro forma review report and assets valuation reports regarding the acquisition of assets by issuance of ordinary shares and convertible bonds (Note 2).

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1. To consider the resolution in relation to the remedial measures and relevant undertakings in respect of dilution on returns for the current period regarding the acquisition of assets by issuance of ordinary shares and convertible bonds.
2. To consider the resolution in relation to the grant of authorization to the Board at the general meeting to deal with matters relating to the acquisition of assets by issuance of ordinary shares and convertible bonds.
3. To consider the resolution in relation to the Rules for the Holders' Meetings of A Share Convertible Corporate Bonds through Non-public Issuance.

ORDINARY RESOLUTION

18. To consider the resolution in relation to the Shareholders' Return Plan for the Years 2020-2022.

By order of the Board

Huadian Power International Corporation Limited*

Zhang Gelin

Secretary to the Board

As at the date of this notice, the Board 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

6 May 2021

* For identification purpose only

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Notes:

1. For the full text of the Report on the Acquisition of Assets by Issuance of Ordinary Shares and Convertible Bonds (Draft) and its summary, please refer to the relevant overseas regulatory announcements of the Company dated 29 April 2021.
2. The summary of the relevant audit reports, pro forma review report and assets valuation reports regarding the acquisition of assets by issuance of ordinary shares and convertible bonds have been set out in the appendices to the Circular. Please refer to the relevant overseas regulatory announcements of the Company dated 29 April 2021 for the full text.
3. 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 Friday, 21 May 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 Saturday, 22 May 2021 to Friday, 28 May 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 Friday, 21 May 2021.
4. 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.
5. 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).
6. MISCELLANEOUS
7. 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.

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1. 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
2. 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

7. 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.

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