Huadian Power International : PROXY FORM FOR USE AT THE EXTRAORDINARY GENERAL MEETING

HEREBY

(Note 3)

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)

PROXY FORM FOR USE AT THE EXTRAORDINARY GENERAL MEETING

I/We		with H share shareholder account number (if applicable):
of								(Note 1),
being shareholder(s) of			A shares/			H shares(Note 2)

in 華電國際電力股份有限公司 Huadian Power International Corporation Limited* (the "Company"),

APPOINT THE CHAIRMAN OF THE MEETING or

of

as my/our proxy to attend and act for me/us at the extraordinary general meeting of the Company (the "EGM") to be held at Badaguan Hotel, No. 19 Shanhaiguan Road, Shinan District, Qingdao, Shandong Province, the PRC at 2:00 p.m. on Friday, 28 May 2021 and to vote for me/us on my/our behalf at such meeting or at any adjournment thereof in respect of the resolutions set out in the notice of the EGM dated 6 May 2021 (the "Notice of EGM") as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

Capitalized terms used herein shall have the same meanings as those defined in the Notice of EGM unless otherwise expressly defined in this proxy form.

SPECIAL RESOLUTIONS

FOR(Note 4) AGAINST(Note 4) ABSTAIN(Note 4)

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

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

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

		SPECIAL RESOLUTIONS		FOR(Note 4)	AGAINST(Note 4)	ABSTAIN(Note 4)
	2.14 Term of convertible bonds
	2.15	Conversion period
	2.16	Lock-up period arrangement
	2.17	Number of conversion shares
	2.18	Conversion price and adjustment mechanism
	2.19 Interest rate	of	the convertible	bonds and
		calculation of interest
	2.20 Redemption	upon	maturity of the	convertible
		bonds
	2.21	Mandatory conversion
	2.22 Source of conversion shares
3.	To consider the resolution in relation to the execution of
	the Equity Acquisition Agreements between the
	Company and the Transferors.
4.	To consider the resolution in relation to the execution of
	the Equity Acquisition Supplemental Agreements
	between the Company and the Transferors.
5.	To consider the resolution that the acquisition of assets
	by issuance of ordinary shares and convertible bonds
	does not constitute related-party transactions.
6.	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.
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 4 of the "Regulations
	on Certain Issues Concerning the Regulation of Major
	Asset Restructuring of Listed Companies".
8.	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".
9.	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".
10.	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.
11.	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".
12.	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.

		SPECIAL RESOLUTIONS	FOR(Note 4)		AGAINST(Note 4)	ABSTAIN(Note 4)
13.	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.
14.	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.
15.	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.
16.	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.
17.	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	FOR(Note 4)		AGAINST(Note 4)	ABSTAIN(Note 4)
18.	To consider the resolution in relation to the Shareholders'
	Return Plan for the Years 2020-2022.
Signature(Note 5)				Date:			2021

Notes:

1. Please insert full name and address in BLOCK CAPITALS.
2. Please delete as appropriate and insert the number of shares in the Company registered in your name and to which this proxy form relates. If no such number is inserted, this proxy form will be deemed to relate to all the shares in the Company registered in your name.
3. You are entitled to choose any person to be your proxy. If a person other than the Chairman of the EGM is to be appointed as your proxy, please strike out the words "THE CHAIRMAN OF THE MEETING or" and insert the full name and address of the proxy to be appointed in the space provided. The proxy need not be a member of the Company. You are entitled to appoint one or more proxies to attend and vote at the meeting. However, if you appoint more than one proxy, you should state the number of shares each of them represents. Any alteration made to this proxy form must be signed by the person who signs the proxy form.
4. Important: If you wish to vote for any of the resolutions, tick in the box marked "For" which corresponds to that resolution. If you wish to vote against any of the resolutions, tick in the box marked "Against" which corresponds to that resolution. If you wish to abstain from voting on any of the resolutions, tick in the box marked "Abstain" which corresponds to that resolution, and your votes will be counted in the total number of votes cast in that resolution, for the purpose of calculating the result of such resolution. Failure to indicate as to how to vote in respect of the resolutions on the proxy form returned will entitle your proxy to decide whether to vote and as to how to vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution legally and properly put to the EGM other than those referred to in the Notice of EGM.
5. This proxy form must be signed by you or your attorney duly authorized in writing. If you are a legal entity such as a corporation or an institution, this proxy form must be executed under seal of the legal entity or signed by its director or a duly authorized attorney. All powers of attorney referred to in this Note must be notarized.
6. To be valid, this proxy form and the notarized power of attorney or other documents of authorization (if any) must be delivered to the Secretarial Office of the Board of the Company or the Company's H share registrar's address at Hong Kong Registrars Limited, 17M, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 24 hours before the time appointed for the holding of the EGM (being by 2:00 p.m. on Thursday, 27 May 2021).
7. When attending the EGM, proxies representing the respective shareholders should present their completed and signed proxy forms and their identity documents.
8. This proxy form should be completed in duplicate. One form should be delivered according to the instructions as set out in Note 6 and the other should be presented by the proxy when attending the EGM according to the instructions as set out in Note 7.

• For identification purposes only