China Longyuan Power : PROPOSED CHANGE OF NON-EXECUTIVE DIRECTOR, PROPOSED CHANGE OF SUPERVISOR AND NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING IN 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Longyuan Power Group Corporation Limited*, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

PROPOSED CHANGE OF NON-EXECUTIVE DIRECTOR

PROPOSED CHANGE OF SUPERVISOR

AND

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING IN 2021

The Company will convene the first extraordinary general meeting in 2021 (the "EGM") at 9:00 a.m. on Wednesday, 28 April 2021 at the Conference Room, 22/F, Block c, 6 Fuchengmen North Street, Xicheng District, Beijing, the People's Republic of China. Notice of the EGM is set out on pages 7 to 8 in this circular.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. For holders of H Shares, the form of proxy should be returned to Computershare Hong Kong Investor Services Limited and for holders of Domestic Shares, the form of proxy should be returned to the Company's head office in the PRC in any event not less than 24 hours before the time fixed for holding the EGM (i.e. not later than 9:00 a.m. on Tuesday, 27 April 2021) or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or at any other adjourned meeting.

13 April 2021

• For identification purpose only

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING IN 2021 . . . . . . . . . . .	7

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"Articles" or "Articles of	the articles of association of the Company (as amended, modified or
Association"	otherwise supplemented from time to time)
"Board of Directors" or "Board"	board of Directors of the Company
"Company"	龍源電力集團股份有限公司 (China Longyuan Power Group Corporation
	Limited*), a joint stock limited company incorporated in the PRC and
	its H Shares are listed on the Hong Kong Stock Exchange
"controlling shareholder"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	director(s) of the Company
"Domestic Shares"	ordinary share(s) of nominal value of RMB1.00 each in the share
	capital of the Company which are subscribed for and fully paid in
	RMB
"EGM"	the first extraordinary general meeting in 2021 to be held by
	the Company at 9:00 a.m. on Wednesday, 28 April 2021 at the
	Conference Room, 22/F, Block c, 6 Fuchengmen North Street,
	Xicheng District, Beijing, the People's Republic of China
"H Shares"	overseas listed foreign shares in the ordinary share capital of
	the Company with a nominal value of RMB1.00 each, which are
	subscribed for and traded in Hong Kong dollars, and listed on the
	Hong Kong Stock Exchange
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock Exchange
	of Hong Kong Limited

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	DEFINITIONS
"Notice of the EGM"	the notice of the first extraordinary general meeting in 2021
"PRC"	the People's Republic of China
"Renminbi" or "RMB"	Renminbi, the lawful currency of the PRC
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
	Kong)
"Shareholder(s)"	holder(s) of Shares of the Company
"Shares"	shares in the share capital of the Company, with a nominal value of
	RMB1.00 each, comprising the Domestic Shares and H Shares
"subsidiary(ies)"	has the meaning ascribed to it under the Listing Rules

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LETTER FROM THE BOARD

Executive Director:	Registered office in the PRC:
Mr. Jia Yanbing (Chairman)	Room 2006, 20th Floor
Mr. Sun Jinbiao	Block c, 6 Fuchengmen North Street
	Xicheng District
Non-executive Directors:	Beijing
Mr. Liu Jinhuan	PRC
Mr. Zhang Xiaoliang
Mr. Yang Xiangbin	Head office in the PRC:
	Block c, 6 Fuchengmen North Street
Independent Non-executive Directors:	Xicheng District
Mr. Zhang Songyi	Beijing
Mr. Meng Yan	PRC
Mr. Han Dechang
	Principal place of business in Hong Kong:
	Level 54, Hopewell Centre
	183 Queen's Road East
	Hong Kong

13 April 2021

To the Shareholders

Dear Sirs or Madams,

PROPOSED CHANGE OF NON-EXECUTIVE DIRECTOR

PROPOSED CHANGE OF SUPERVISOR

AND

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING IN 2021

INTRODUCTION

This circular aims to give you the Notice of the EGM and provide you with relevant information, to enable you to make an informed decision on whether to vote for or against the ordinary resolutions relating to the proposed change of non-executive Director and supervisor at the EGM.

• For identification purpose only

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LETTER FROM THE BOARD

ORDINARY RESOLUTIONS

1. To consider and approve the appointment of Mr. Tian Shaolin as a non-executive Director to fill the vacancy left by the resignation of Mr. Zhang Xiaoliang ; and
2. To consider and approve the appointment of Mr. Shao Junjie as a supervisor of the Company to fill the vacancy left by the resignation of Mr. Yu Yongping.

PROPOSED CHANGE OF NON-EXECUTIVE DIRECTOR

Mr. Zhang Xiaoliang ("Mr. Zhang") proposes to resign as a non-executive Director and a member of the strategy committee of the Board due to work reasons, with effect from the date on which the relevant change of non-executive Director is approved by the Shareholders at the EGM. Mr. Zhang has confirmed that he has no disagreement with the Board. During his term of office and there is no other matter relating to his resignation that needs to be brought to the attention of the Shareholders.

In order to guarantee the good governance structure of the Company, Mr. Tian Shaolin ("Mr. Tian") was nominated as a non-executive Director and a member of the strategy committee of the Board, with effect from the date of approval of Mr. Tian as a non-executive Director by the Shareholders at the EGM to the expiration of the term of the current session of the Board.

Details of Mr. Tian, which are required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules are set out as follows:

Mr. Tian Shaolin, aged 57, graduated from Northeast China Institute of Electric Power with a bachelor's degree in Engineering. He is a senior engineer. He successively served as the head and the deputy director of the Power Generation Division of the Shuangyashan Power Plant (雙鴨山發電廠); the general manager of Guodian Shuangyashan Power Generation Co., Ltd. (國電雙鴨山發電有限公司); the deputy general manager of Guodian Northeast Power Co., Ltd. (國電東北電力有限公司); the deputy director of the Corporate Management and Legal Affairs Department of China Guodian Corporation (中國國電集團公 司); the deputy general manager, the general manager and an executive director of Guodian Gansu Power Co., Ltd. (國電甘肅電力有限公司); and an inspector of the Party Group Inspection Work Office of China Guodian Corporation. He is currently the first-levelbusiness director of the Party Group Inspection Office of China Energy Investment Corporation Limited (國家能源投資集團有限責任公司).

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LETTER FROM THE BOARD

Save as disclosed above, Mr. Tian did not hold any directorship in any listed companies or any other position in the Company and its subsidiaries in the past three years.

Save as disclosed above, Mr. Tian has no relationship with any Directors, supervisors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.

As of the date of this circular, Mr. Tian has no interest in the shares of the Company within the meaning of Part XV of the SFO (Chapter 571 of the Laws of Hong Kong).

Upon due appointment as a Director, Mr. Tian will enter into a service contract with the Company for a term commencing from the date of appointment and ending on the expiration of the term of the current session of the Board. Pursuant to the articles of association of the Company, Mr. Tian will be subject to re-election upon the expiry of his term of office.

Mr. Tian will not receive remuneration from the Company.

Save as disclosed above, as far as the Board is aware, there is no any other matters in relation to the appointment of Mr. Tian as a Director that need to be brought to the attention of the Shareholders nor any information that is required to be disclosed pursuant to Rules 13.51(2) (h) to (v) of the Listing Rules.

PROPOSED CHANGE OF SUPERVISOR

Mr. Yu Yongping ("Mr. Yu") proposes to resign as a supervisor and the chairman of the supervisory board of the Company due to work reasons, with effect from the date on which the relevant change of supervisor is approved by the Shareholders at the EGM. Mr. Yu has confirmed that he has no disagreement with the Board and the supervisory board of the Company during his term of office and there is no other matter relating to his resignation that needs to be brought to the attention of the Shareholders.

In order to guarantee the good governance structure of the Company, Mr. Shao Junjie ("Mr. Shao") was nominated as a supervisor and the chairman of the supervisory board of the Company, with effect from the date of approval of Mr. Shao as a supervisor by the Shareholders at the EGM to the expiration of the term of the current session of the supervisory board.

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LETTER FROM THE BOARD

Details of Mr. Shao, which are required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules are set out as follows:

Mr. Shao Junjie, aged 58, graduated from Beijing Jiaotong University with a doctor's degree in Engineering. He is a senior engineer. He successively served as the deputy director of the chairman's office of Shenhua Group Corporation Limited (神華集團有限責任公司); the general manager of Shenhua Hong Kong Limited (神華國際(香港)有限公司); the chairman of Shenhua International Trading Company Limited (神華國際貿易有限責任公司); the chairman of China Shenhua Overseas Development

• Investment Co., Ltd. (中國神華海外開發投資有限公司); the chairman of Shenhua Ningxia Coal Industry Co., Ltd. (神華寧夏煤業集團有限責任公司); the chairman of China Energy Group Ningxia Coal Industry Group Co., Ltd. (國家能源集團寧夏煤業有限責任公司); the team leader of the Party Committee Inspection Team of China Energy Investment Corporation Limited. He is currently the chief business officer of China Energy Investment Corporation Limited.

Save as disclosed above, Mr. Shao confirmed that he did not hold any directorship in any listed companies or any other position in the Company and its subsidiaries in the past three years.

Save as disclosed above, Mr. Shao has no relationship with any Directors, supervisors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.

As of the date of this circular, Mr. Shao has no interest in the shares of the Company within the meaning of Part XV of the SFO (Chapter 571 of the Laws of Hong Kong).

Upon due appointment as a supervisor of the Company, Mr. Shao will enter into a service contract with the Company for a term commencing from the date of appointment and ending on the expiration of the term of the current session of the supervisory board. Pursuant to the articles of association of the Company, Mr. Shao will be subject to re-election upon the expiry of his term of office.

Mr. Shao will not receive remuneration from the Company.

Save as disclosed above, as far as the Board is aware, there is no any other matters in relation to the appointment of Mr. Shao as a supervisor of the Company that need to be brought to the attention of the Shareholders nor any information that is required to be disclosed pursuant to Rules 13.51(2) (h) to (v) of the Listing Rules.

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LETTER FROM THE BOARD

EGM

The Company will convene the EGM at 9:00 a.m. on Wednesday, 28 April 2021 at the Conference Room, 22/F, Block c, 6 Fuchengmen North Street, Xicheng District, Beijing, the People's Republic of China. Notice of the EGM is set out in this circular.

In order to determine the holders of Shares who are eligible to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 23 April 2021 to Wednesday, 28 April 2021, both days inclusive. To be eligible to attend and vote at the EGM, unregistered holders of the Company shall lodge relevant share transfer documents with (for holders of H Shares) the Company's H Share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, or (for holders of Domestic Shares) the Company's head office in the PRC for registration not later than 4:30 p.m. on Thursday, 22 April 2021.

Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the accompanying form of proxy in accordance with the instructions printed thereon. For holders of H Shares, the form of proxy should be returned to Computershare Hong Kong Investor Services Limited and for holders of Domestic Shares, the form of proxy should be returned to the Company's head office in the PRC by hand or by post in any event not less than 24 hours before the time fixed for holding the EGM (i.e. not later than 9:00 a.m. on Tuesday, 27 April 2021) or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or at any other adjourned meeting.

VOTING BY POLL AT EGM

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of Shareholders at the general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the EGM will therefore demand a poll for each resolution put to the vote at the EGM pursuant to Article 81 of the Articles.

On a poll, every Shareholder present in person or by proxy (or being a corporation by its duly authorized representative) shall have one vote for each Share registered in his/her/its name in the register of members. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/ it used in the same manner.

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LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that all the resolutions set out in the Notice of the EGM for consideration and approval by the Shareholders are in the best interests of the Company and its Shareholders. As such, the Board recommends the Shareholders to vote in favour of the resolutions set out in the Notice of the EGM which are to be proposed at the EGM.

By order of the Board

China Longyuan Power Group Corporation Limited*

Jia Yanbing

Chairman

• For identification purpose only

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NOTICE OF THE FIRST EGM IN 2021

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING IN 2021

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting in 2021 (the "EGM") of China Longyuan Power Group Corporation Limited* (the "Company") will be held at the Conference Room, 22/F, Block c, 6 Fuchengmen North Street, Xicheng District, Beijing, the People's Republic of China, at 9:00 a.m. on Wednesday, 28 April 2021 for consideration and approval of the following matters:

ORDINARY RESOLUTIONS

1. To consider and approve the appointment of Mr. Tian Shaolin as a non-executive director of the Company to fill the vacancy left by resignation of Mr. Zhang Xiaoliang
2. To consider and approve the appointment of Mr. Shao Junjie as a supervisor of the Company to fill the vacancy left by resignation of Mr. Yu Yongping

By order of the Board

China Longyuan Power Group Corporation Limited*

Jia Yanbing

Chairman

Beijing, the PRC, 13 April 2021

As at the date of this notice, the executive directors of the Company are Mr. Jia Yanbing and Mr. Sun Jinbiao; the non-executive directors are Mr. Liu Jinhuan, Mr. Zhang Xiaoliang and Mr. Yang Xiangbin; and the independent non-executive directors are Mr. Zhang Songyi, Mr. Meng Yan and Mr. Han Dechang.

• For identification purpose only

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NOTICE OF THE FIRST EGM IN 2021

Notes:

1. In order to determine the holders of shares who are eligible to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 23 April 2021 to Wednesday, 28 April 2021, both days inclusive, during which time no transfer of the Company's shares will be registered. To be eligible to attend the EGM, all share transfer documents accompanied by relevant share certificates must be lodged with the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H shares of the Company), or the Company's head office in the PRC (for holders of domestic shares of the Company) for registration not later than 4:30 p.m. on Thursday, 22 April 2021.
2. A Shareholder entitled to attend and vote at the EGM may appoint one or more proxies (whether he/she is a Shareholder) to attend and vote at the EGM on his, her or its behalf.
3. The instrument to appoint a proxy shall be signed by the appointer or his/her attorney duly authorized in writing or, in the case of a legal person, must be either executed under its common seal or under the hand of its director or attorney duly authorized.
4. To be valid, the form of proxy must be lodged with the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H shares of the Company) or the Company's head office in the PRC (for holders of domestic shares of the Company) not less than 24 hours prior to the holding of the EGM (i.e. not later than 9:00 a.m. on Tuesday, 27 April 2021). If such form of proxy is signed by another person under a power of attorney or other authorization documents given by the appointer, such power of attorney or other authorization documents shall be notarized by a notary. The notarized power of attorney or other authorization documents shall, together with the form of proxy, be deposited at the specified place at the time set out in such form of proxy.
5. If the appointer is a legal person, its legal representative or any person authorised by resolutions of its board or other governing bodies may attend the EGM on behalf of the appointer.
6. The Company has the rights to request a Shareholder or a proxy who attends the EGM on behalf of a Shareholder to provide proof of identity.
7. The EGM is expected to take less than half a day. Shareholders who attend the EGM shall be responsible for their own travel and accommodation expenses.
8. The contact of the Company is as follows:
   Block c, 6 Fuchengmen North Street Xicheng District, Beijing, the PRC Investor Relationship Department
   Telephone number : (86)10 6657 9988

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