China Power International Development : EPC Contracting Agreements, Preliminary Development and Technical Consultancy Agreement and Construction Engineering Survey Agreement

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 Power International Development Limited, you should at once hand this circular together with the accompanying proxy form to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale 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.

CHINA POWER INTERNATIONAL DEVELOPMENT LIMITED

中 國 電 力 國 際 發 展 有 限 公 司

(incorporated in Hong Kong with limited liability)

(Stock Code: 2380)

DISCLOSEABLE AND CONNECTED TRANSACTIONS

EPC Contracting Agreements,

Preliminary Development and Technical Consultancy Agreement and

Construction Engineering Survey Agreement

Independent Financial Adviser

to the Independent Board Committee and the Independent Shareholders

A notice convening the General Meeting to be held at Meeting Room S421 (Harbour Road Entrance), Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Thursday, 3 June 2021 at 11:00 a.m. is set out on pages 54 to 57 of this circular.

PRECAUTIONARY MEASURES FOR THE GENERAL MEETING

The following precautionary measures will be implemented at the General Meeting to prevent and control the spreading of the COVID-19 pandemic.

. NOserving of any refreshments or beverages and NOdistribution of any gifts or bakery vouchers

. Compulsory body temperature screening/checks

. Mandatory wearing of surgical face masks at all times

. Mandatory filling out of health and travel declaration form

. Appropriate social distancing and limiting the number of attendees to avoid over-crowding

Attendees who do not comply with the above precautionary measures may be denied entry to the General Meeting venue, at the absolute discretion of the Company as permitted by law. For health and safety purposes, shareholders of the Company are strongly encouraged NOT to attend the General Meeting in personand are advised to appoint the chairman of the General Meeting as their proxy to vote according to their indicated voting instructionsas an alternative to attending the General Meeting in person.

13 May 2021

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . . . 20 LETTER FROM GRAM CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

APPENDIX I - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 NOTICE OF THE GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

Independent Shareholders are advised to read carefully the notice of the General Meeting and its accompanying notes for the arrangement details on exercising their voting rights, and the precautionary measures to be taken if attending the General Meeting in person, as set out at the end of this circular.

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DEFINITIONS

In this circular, (other than the Notice of the General Meeting) the following expressions have the following meanings:

''associates''	has the meaning given to it by the Listing Rules
''Board''	the board of Directors of the Company
''Company''	China Power International Development Limited, a
	company incorporated in Hong Kong with limited liability
	whose shares are listed on the Main Board of the Stock
	Exchange
''Construction Engineering	the agreement dated 13 April 2021 entered into between
Survey Agreement''	Haiyang Wind Power and Shandong Institute in relation to
	the engineering surveying services for the Project
''CPDL''	C h i n a P o w e r D e v e l o p m e n t L i m i t e d , a c o m p a n y
	incorporated in the British Virgin Islands with limited
	liability, a substantial shareholder of the Company and a
	subsidiary of CPI Holding, thus an associate of SPIC
''CPI Holding''	China Power International Holding Limited, a company
	incorporated in Hong Kong with limited liability, the
	controlling shareholder of the Company and a wholly-
	owned subsidiary of SPIC, thus an associate of SPIC
''Director(s)''	director(s) of the Company

''EPC Contracting Agreements'' the Onshore Construction EPC Agreement and the Offshore Construction EPC Agreement, each a ''EPC Contracting

	Agreement''
''General Meeting''	the general meeting of the Company to be convened to
	consider and, if thought fit, approve, among other things,
	the Project Agreements and the Transactions
''Group''	the Company and its subsidiaries from time to time
''Haiyang Wind Power'' or	SPIC Haiyang Offshore Wind Power Co., Ltd* (國家電投集
''Employer''	團海陽海上風電有限公司), a company incorporated in the
	PRC with limited liability and an indirectly wholly-owned
	subsidiary of the Company
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''HKFRS''	Hong Kong Financial Reporting Standards
''Hong Kong''	Hong Kong Special Administrative Region of the PRC

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	DEFINITIONS
''Independent Board	the committee of all the independent non-executive
Committee''	Directors, consisting of Mr. KWONG Che Keung, Gordon,
	Mr. LI Fang and Mr. YAU Ka Chi, which has been formed
	to advise the Independent Shareholders in respect of the
	Project Agreements and the Transactions
''Independent Consultant''	POWERCHINA Huadong Engineering Corporation
	Limited* (中國電建集團華東勘測設計研究院有限公司)
	founded in 1954 in the PRC, is a State-owned enterprise, a
	subsidiary of Power Construction Corporation of China,
	Ltd.* (中國電力建設股份有限公司) that listed on the
	Shanghai Stock Exchange (stock code: SH601669), and its
	ultimate controlling shareholder is Power Construction
	Corporation of China* (中國電力建設集團有限公司, one
	of the world's Top 500 enterprises)
	As at the date of this circular, to the best of the Directors'
	knowledge, information and belief having made all
	reasonable enquiry, the Independent Consultant and its
	ultimate beneficial owner are third parties independent of
	the Company and its connected persons.
''Independent Financial	Gram Capital Limited, a licensed corporation to carry on
Adviser'' or	Type 6 (advising on corporate finance) regulated activity
''Gram Capital''	under the SFO, being the independent financial adviser to
	the Independent Board Committee and the Independent
	Shareholders in respect of the Project Agreements and the
	Transactions
''Independent Shareholders''	the shareholders of the Company other than SPIC and its
	associates
''kWh''	kilowatt-hour, a standard unit of energy used in the electric
	power industry. One kilowatt-hour is the amount of energy
	that would be produced by a generator producing one
	thousand watts for one hour
''Latest Practicable Date''	11 May 2021, being the latest practicable date prior to
	publication of this circular for ascertaining certain
	information contained herein
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''MW''	megawatt, that is, one million watts. The installed capacity
	of a power plant is generally expressed in MW

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	DEFINITIONS
''Offshore Construction EPC	the agreement dated 13 April 2021 entered into between
Agreement''	Haiyang Wind Power and Shandong Institute in relation to
	the engineering, procurement and construction services for
	offshore constructions of the Project
''Onshore Construction EPC	the agreement dated 13 April 2021 entered into between
Agreement''	Haiyang Wind Power and Shandong Institute in relation to
	the engineering, procurement and construction services for
	onshore constructions of the Project
''PRC'' or ''China'' or ''State''	the People's Republic of China, which for the purpose of
	this circular, excludes Hong Kong, Macau Special
	Administrative Region of the PRC and Taiwan
''Preliminary Development and	the agreement dated 13 April 2021 entered into between
Technical Consultancy	Haiyang Wind Power and Shandong Institute in relation to
Agreement''	the technical consultancy services in respect of the
	preliminary development of the Project
''Project''	being the first phase of the project for development and
	construction of an offshore wind power plant with an
	installed capacity of 300MW (out of the entire project of a
	total planned installed capacity of 500MW) in Shandong
	Province, the PRC
''Project Agreements''	(i) the Onshore Construction EPC Agreement;
	(ii) the Offshore Construction EPC Agreement;
	(iii) the Preliminary Development and Technical Consultancy
	Agreement; and
	(iv) the Construction Engineering Survey Agreement
''RMB''	Renminbi, the lawful currency of the PRC
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
''Shandong Institute'' or	Shandong Institute Power Engineering Consulting Institute
''Contractor''	Corp., Ltd.* (山東電力工程諮詢院有限公司), a company
	incorporated in the PRC with limited liability and an
	indirect subsidiary of SPIC
''Share(s)''	the share(s) of the Company
''SPIC''	State Power Investment Corporation Limited* (國家電力投
	資集團有限公司), the ultimate controlling shareholder of
	the Company, a wholly State-owned enterprise established
	by the approval of the State Council of the PRC* (中華人民
	共和國國務院)

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