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

(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"), HEREBY 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 Jinan Yanzi Resort, No.14668 Jingshi Street, Lixia District, Jinan, Shandong Province, the People's Republic of China at 2:00 p.m. on Wednesday, 28 April 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 31 March 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.

ORDINARY RESOLUTIONS

FOR(Note 4)

AGAINST(Note 4) ABSTAIN(Note 4)

1. To consider and approve the entering into the Commercial Factoring Services Framework Agreement between the Company and Huadian Factoring with a term commencing from the effective date of the Commercial Factoring Services Framework Agreement and until 31 December 2021, and the following continuing connected transactions contemplated by the Group and Huadian Factoring thereunder and the relevant proposed cap; and authorise the general manager of the Company or its authorised person(s) to make discretionary amendments to the agreement in accordance with relevant domestic and overseas regulatory requirements and sign the agreement upon mutual understanding is arrived as well as handle other necessary procedures and formalities as required by relevant provisions.
2. To consider and approve (1) the Ningxia Lingwu Agreement entered into by the Company dated 26 February 2021 in relation to its proposed disposal of 65% equity interests in Ningxia Lingwu and the Lingwu Dividend Receivable, with China Huadian, and the transactions contemplated thereunder; (2) the Ningxia Heating Agreement entered into by the Company dated 26 February 2021 in relation to its proposed disposal of 53% equity interests in Ningxia Heating, with China Huadian, and the transactions contemplated thereunder; and authorise the general manager of the Company or its authorised person(s) to make discretionary amendments to the agreements in accordance with relevant domestic and overseas regulatory requirements and execute the agreements upon mutual understanding is arrived as well as complete other necessary procedures and formalities as required by relevant provisions.

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 Tuesday, 27 April 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