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

HEREBY APPOINT THE

(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"), 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 Huabin International Hotel, No. 4 Xuanwumennei Street, Xicheng District, Beijing, the PRC at 2:30 p.m. on Wednesday, 28 October 2020 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 11 September 2020 (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.

ORDINARY RESOLUTIONS

FOR(Note 4)

AGAINST(Note 4)

ABSTAIN(Note 4)

1. To consider and approve, by way of separate ordinary resolutions, the entering into by the Company of the Proposed Fuel, Equipments and Services Purchase (Supply) Framework Agreement with China Huadian for a term of three years from 1 January 2021 to 31 December 2023 and the following continuing connected transactions between the Group and China Huadian contemplated thereunder and their respective annual caps; and to authorize the general manager of the Company or his authorized person(s) to make the necessary amendments to the agreement at his/their discretion in accordance with relevant domestic and overseas regulatory requirements and execute the agreement once a consensus is reached, and to complete other necessary procedures and formalities according to the relevant requirements:

1. the purchase of fuel by the Group from China Huadian and its subsidiaries and companies whose 30% or more equity interests are directly or indirectly held by China Huadian, and that the annual cap of such continuing connected transactions be set at

RMB8 billion for each of the three financial years ending 31 December 2023;

1. the provision of engineering equipments, systems, products, engineering and construction contracting, environmental protection system renovation project, and Miscellaneous and Relevant Services to the Group by China Huadian and its subsidiaries and companies whose 30% or more equity interests are directly or indirectly held by China Huadian, and that the annual cap of such continuing connected transactions be set at

RMB8 billion for each of the three financial years ending 31 December 2023; and

1. the sales of fuel and provision of relevant services by the Group to China Huadian and its subsidiaries and companies whose 30% or more equity interests are directly or indirectly held by China Huadian, and that the annual cap of such continuing connected transactions be set at RMB13 billion for each of the three financial years ending 31 December 2023.

ORDINARY RESOLUTIONS

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

1. To consider and approve, by way of ordinary resolution, the entering into by the Company of the Proposed Loan Framework Agreement with China Huadian and the continuing connected transactions contemplated thereunder (an exempted financial assistance under the Hong Kong Listing Rules), and approve China Huadian and its subsidiaries and the companies whose 30% or more equity interests are directly or indirectly held by China Huadian to provide the Group with an annual average loan balance not exceeding RMB20 billion for each of the financial years from 2021 to 2023; and authorize the general manager of the Company or his authorized person(s) to make the necessary amendments to the agreement at their discretion in accordance with relevant domestic and overseas regulatory requirements and execute the agreement once a consensus is reached, and to complete other necessary procedures and formalities according to the relevant requirements, provided that (i) the financing cost of the Group shall not be higher than that available to the Group from the commercial banks for the same financing products with the same term during the same period and the loans are conducted on normal commercial terms or better to the Group; and (ii) the loans are not secured by any of the assets of the Group.
2. To consider and approve, by way of ordinary resolution, the election of Mr. Ding Huande (丁煥德) as the Director of the ninth session of the Board for a term of office from the conclusion of the EGM to the expiry of the term of the ninth session of the Board, and to authorize the Board to determine and finalize his remuneration as the Director.

Signature(Note 5)

Date:

2020

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 2:30 p.m. on Tuesday, 27 October 2020).
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