POWER CO., LTD.

Notice of the 2020 Annual General Meeting

NOTICE IS HEREBY GIVEN that the 2020 Annual General Meeting of China Yangtze Power Co., Ltd. will be held at Room 2207, Building B of Focus Place, No. 19, Financial Street, Xicheng District, , the PRC, on Wednesday, 26 May 2021 at 9:30 a.m., for the purpose of considering, and if thought fit, passing the following resolution.

Ordinary Resolutions

1. To consider and approve the 2020 Report of the Board of Directors 2. To consider and approve the 2020 Report of the Board of Supervisors 3. To consider and approve the Report on Final Accounts of the Company for 2020 4. To consider and approve the Profit Distribution Plan of the Company for 2020 5. To consider and approve the Proposal on Appointing Auditor for Financial Reports for 2021 6. To consider and approve the Proposal on Appointing Auditor for Internal Control for 2021 7. To consider and approve the Proposal on Short-term Fixed-income Investments for 2021 8. To consider and approve the Proposal on Signing the “Financial Service Framework Agreement” with Three Gorges Finance (Hong Kong) Co., Ltd. 9. To consider and approve the Proposal for the election of Mr. WANG Shiping and Mr. SU Jinsong as Directors of the 5th Board of the Company.

Special Resolution

10. To consider and approve the Proposal on the Change in Registered Capital of the Company and Amendment to the Articles of Association of the Company upon Listing on the London Stock Exchange.

The Board of Directors of China Yangtze Power Co., Ltd.

April 30, 2021

ORDINARY RESOLUTIONS

1. Resolution 1 - 2020 Report of the Board of Directors

To all shareholders and shareholders’ proxies,

In 2020, facing the sudden break of COVID-19, violent fluctuation of the domestic and foreign capital market, the significant flood rare in a hundred years in the Yangtze River area and other relevant adverse situations, the Board of Directors made centralized planning and arrangements, proactively and effectively performed its duties, duly implemented the various resolutions reached at the shareholders’ meetings, duly and diligently carried out the various tasks of the Board of Directors, promoted the continuous improvement of the level of corporate governance and the healthy and steady development of various business and well exerted its key role in governance. The operation management united as one to forge ahead and proactively handled challenges from crisis, and several records were made in electricity production, the market value of the Company reached a historical high again and the Company successfully issued the “-London Stock Connect” global depository receipt (GDR) and listed itself at the London Stock Exchange, fully completed the various tasks determined at the beginning of the year and successfully completed the “13th Five-Year Plan” under the material supports given by the shareholders and all the employees’ joint efforts.

In the past five years, the Company sticked to the development strategy, tightly adhered to the “one main line” (becoming a world leader in the hydropower industry), worked in depth in the “two markets” (electricity market and capital market), unswervingly promoted the “three strategies” (strategy of hydropower operation brand, internationalization strategy and strategy of industry chain expansion), caused all the staff and employees to work together with one heart to fight hard and overcome difficulties and achieved steady growth in size and profits. By the end of 2020, the four key indicators of the Company, i.e., installed capacity, electricity output, operating revenue and total profits, doubled the figures achieved at the end of the “12th Five-Year Plan”, successfully achieving the development target of the “13th Five-Year Plan” and further strengthening the position of the Company as the largest hydropower listed company in the world.

I. Operation results during the reporting period

In 2020, the four cascade power stations of the Company in the trunk stream of the Yangtze River, Three Gorges, , Xiluodu and Xiangjiaba Dam power stations, realized the annual accumulated electricity output of 226.930 billion kWh, making a historical high, among which the annual electricity output of Three Gorges power station was 111.802 billion kWh, setting a new world record compared with the annual electricity output of a single power station created by Itaipu Hydropower Station in 2016; and the annual electricity output of Xiluodu power station was 63.413 billion kWh, creating a new historical high.

In 2020, the Company realized total revenue of RMB61.743 billion, representing 106.84% of the annual budget; total profit of RMB32.456 billion, representing 120.13% of the annual budget; and net profit of RMB26.506 billion, representing 120.16% of the annual budget. The Company fully exceeded the operating targets set by the Board of Directors.

As at the end of 2020, the Company had a controllable installed capacity of 45,595,000 kW and an attributable installed capacity of 11,880,000 kW. The Company had total assets of RMB330.827 billion, total liabilities of RMB152.505 billion, total shareholders' equity of RMB178.322 billion and a liability to assets ratio of 46.10%.

II. Main tasks during the reporting period

(I) Legally and duly performing duties and leading high-quality development of the Company

In 2020, the Board of Directors duly performed its duties in accordance with such laws and regulations as the Company Law and the Securities Law and the Articles of Association for the purpose of regulating legal person governance, and all the directors duly, carefully ad diligently performed their duties, implemented the decision-making procedure in accordance with laws and regulations and effectively prevent decision- making-related risks. During the reporting period, the Board of Directors held 8 meetings, considered and passed 56 proposals and timely made decisions on such material matters of the Company as annual operation plan, periodic reports, financial final accounts and budget, profit distribution, appointment of senior officers, issuing the “Shanghai-London Stock Connect” global depository receipt (GDR), listing at the London Stock Exchange and tenure system and contractual management for senior officers.

The dedicated committees of the Board of Directors duly played their roles as experts, held 9 meetings and reviewed or considered 42 proposals. During the performance of their duties, the Strategy and Environment Committee of the Board of Directors conducted in-depth study on such matters of the Company as the “14th Five-Year” development plan and the GDR issuance plan and gave opinions and suggestions on the scientific decision-making procedure of the Board of Directors; the Audit Committee of the Board of Directors fully brought its function of examination and supervision into play, closely communicated with internal and external audit institutions of the Company, gave guiding opinions on the financial reports, internal control and audit and other relevant work of the Company and continuously paid attention to the fairness of connected transactions and pricing to duly protect the rights and interests of the Company and its medium and minority shareholders; and the Remuneration and Appraisal Committee of the Board of Directors examined the performance appraisal system and remuneration plan regarding the senior officers with a view to ensuring the valid incentive and supervision of the Board of Directors on the operation management.

(II) Strengthening investigation and research and guaranteeing scientific and highly- efficient decision-making procedure

In 2020, the Board of Directors paid close attention to the various operation and management tasks of the Company, timely got knowledge of the production and operation information of the Company and carefully listened to the dedicated reports of the operation management of the Company on such matters as key tasks in the year and capital operation, market value management and cascade allocation.

For the purpose of adequately knowing the operation of the subsidiaries of the Company and the important enterprises participated in by the Company and improving the scientific level of decisions, some directors went to , Southwest China, Eastern China, Southern China and other relevant regions to investigate and study such enterprises as Three Gorges Electric Energy Co., Ltd., China Three Gorges Power Operation Int’l Co., Limited, Chuanyun, Three Gorges Escalator, Chengdu Control Center, Yunnan Jinsha River Hydropower Co., Ltd., SDIC Yalong River, Guangzhou Development and Energy to know the details of such matters of the relevant enterprises as corporate governance, production and operation and scientific and technical innovation, and provided suggestions on the business development and expansion of the Company.

(III) Promoting legal system construction and improving capability of managing enterprises in accordance with laws

In 2020, the Board of Directors listed the compliant operation and management in accordance with laws into the key tasks of supervision, emphasized the key role of governance by laws in such reform tasks as improving modern enterprise system, developing mixed economic ownership and preventing loss of state-owned assets, required to incorporate governance by laws into various steps of operation, business, management level and positions, did the best to cause governance by law to cover the whole procedure in accordance with the relevant spirits of SASAC on governing enterprises governed by the central government. The Company required to include legal examination into the management procedure so that legal examination became a necessary step in operation and management and to ensure 100% legal examination on rules and regulations, economic contracts and important decisions. The Company seek the weakness and defects in corporate governance by laws, strengthened compliance management and system construction, promoted the implementation of the system of general counsel, and provided guarantee for the Company to regulate governance and develop in high quality from the aspects of mechanism and system. The Company amended and formulated 7 legal person governance rules, among which 3 rules were amended and 4 rules were newly formulated. By the end of 2020, the Company had 27 legal person governance rules and 258 operation and management rules so that the system became more perfect and appropriate, the basis for the Company to be governed by law was further improved and its ability of governance by law was raised.

(IV) Making overall arrangements regarding the “14th Five-Year Plan” and seizing market opportunities

In 2020, the Board of Directors proactively made overall arrangements for future development, analyzed in depth macro-economic trend based on the experience of the “13th Five-Year” Plan, systematically studied the opportunities and challenges to come in the next five years, reached a common understanding, anchoring the strategic directions, emphasized and focused on the main responsibilities and main business, identified the development objectives and ways, guided the operation management in formulating the initial draft of the “14th Five-Year” Development Plan of the Company and conducted strategic layout in advance. When formulating the rules, the Board of Directors held several dedicated meetings to discussed about and analyzed in depth the feasibility of the plan and the key problems occurring in implementation, duly promoting the consistence between the development plan of the Company and the state strategy and the adaptation to the electricity market and state-owned assets and enterprise reform. During investigation and researches in various regions, the directors gave a lot of good suggestions on the key points and matters to be noted in relation to the development plan of the Company in combination of the subjects of such investigation and researches, further promoting and improving the formulation of the plan.

(V) Design distribution plan to share profits with shareholders

In 2020, the Board of Directors reasonably designed the profit distribution plan for 2019 to pay total cash dividends of RMB14.96 billion at RMB0.68 (including tax) per share, accounting for 69.44% of the net profit attributable to the parent for the year and ranking steadily among the top in the industry. This fully reflects the Company's performance of its social responsibility as a large-cap blue chip stock and provides shareholders with sustainable returns.

(VI) Disclosing information in accordance with laws and regulations and guaranteeing the investors’ rights to know

In 2020, the Board of Directors strictly complied with the applicable rules on information disclosure, and in addition to timely disclosing periodic reports, truly, correctly, completely and timely promulgated 120 interim announcements based on the actual conditions of the Company, loyally performing its obligation of information disclosure and ensuring that investors might know the material matters of the Company and protecting the investors’ interests to the largest extent.

(VII) Strengthening management on relationship with investors and establishing harmonious and win-win equity culture

The Company always attached great importance to the relationship with investors, concerned interests of medium and minority shareholders, duly and effectively protected rights and interests of investors, proactively interacted with investors through various channels and devoted itself to establishing and maintaining good relationship with investors. The Company has organized or participated in 122 investor communication meetings and securities company investment strategy meetings and communicated in depth with more than 2000 investors in the whole year. During daily work, the Company seriously handled each visit, call and question paid and raised by each investor. The Company had the dedicated column in relation to relationship with investors on its website and activated the official account on WeChat to timely announce the daily operation information. In 2020, the Company was awarded the “Heavenly Horse Award – Best Relationship with Investors”, among the listed companies in China, the “Gold Bauhinia Award – Best Relationship with Investors” regarding Chinese securities and other relevant awards.

III. Daily work of the Board of Directors

The follows are the details of the meetings of the Board of Directors held during the reporting period:

(I) The 13th meeting of the 5th Board of Directors was held on 5 February 2020, considering and approving the Proposal on Donating Anti-Epidemic Materials to Yichang, Hubei.

(II) The 14th meeting of the 5th Board of Directors was held on 21 April 2020, considering and approving the following proposals:

1. Proposal on Appointing Mr. Xie Feng as the Deputy General Manager of the Company

2. Proposal on Establishing Yangtze Power and Capacity Sales Co., Ltd.

(III) The 15th meeting of the 5th Board of Directors was held on 28 April 2020, considering and approving the following proposals:

1. 2019 General Manager’s Work Report and 2020 Annual Work Plan

2. 2019 Report of the Board of Directors

3. 2019 Report on Final Accounts of the Company

4. 2019 Initial Annual Profit Distribution Plan

5. 2019 Annual Report and Summary

6. 2019 Corporate Social Responsibility Report

7. 2019 Internal Control Evaluation Report

8. 2020 Report on Final Accounts of the Company

9. Proposal on Appointing Auditor for Financial Report for 2020

10. Proposal on Appointing Auditor for Internal Control for 2020

11. Proposal on 2020 Daily Connected Transactions

12. 1Q20 Quarterly Report

13. Proposal on 2020 Short-Term Fixed-income Investment

14. Proposal on Submitting 2020 Social Responsibility Project Plan for Three Gorges and Gezhouba Dam Areas

15. Proposal on 2020 Annual Comprehensive Plan

16. Proposal on Matters related to Issuing Inter-bank Debt Financing Instruments

17. Proposal on Free Asset Transfer Involved in Transfer of Such Functions as Municipal and Community Management

18. Proposal on Changes to Accounting Policies

19. Proposal on Establishing Andes Project Office 20. Proposal on Identifying Main Duties of Yangtze Power and Capacity Sales Co., Ltd.

21. Proposal on Electing Additional Directors

22. Proposal on 2019 Annual General Meeting

(IV) The 16th meeting of the 5th Board of Directors was held on 11 June 2020, considering and approving the following proposals:

1. Proposal on GDR Offering and Listing on the London Stock Exchange and Conversion into A Limited Company Established by Offshore Stock Floatation

2. Proposal on Plan of GDR Offering and Listing on the London Stock Exchange

3. Proposal on Report regarding Use of Proceeds of Previous Financing of the Company

4. Proposal on Plan of the Use of Proceeds of GDR Offering

5. Proposal on the Validity Term of the Resolution Approving GDR Offering and Listing on the London Stock Exchange

6. Proposal on Authorizing the Board of Directors and its Authorized Personnel to Solely Handling the Matters related to GDR Offering and Listing at London Stock Exchange

7. Proposal on Determining the Authorized Personnel of the Board of Directors

8. Proposal on Plan of Distributing Accumulated Profits Prior to GDR Offering and Listing on the London Stock Exchange

9. Proposal on Procuring D&O Insurance and Prospectus Liability Insurance

10. Proposal on Amending the Articles of Association

11. Proposal on Amending the Shareholder Meeting Rules of Procedure

12. Proposal on Amending the Board of Directors Rules of Procedure

13. Proposal on Formulating the Confidentiality and File Management Regulations related to Overseas Securities Issuance and Listing

14. Proposal on Holding the 2020 1st Extraordinary General Meeting of 2020

(V) The 17th meeting of the 5th Board of Directors was held on 15 June 2020, considering and approving the Proposal on Establishing Yangtze Power Investment Management Co., Ltd..

(VI) The 18th meeting of the 5th Board of Directors was held on 24 July 2020, considering and approving the following proposals:

1. Senior Officers’ Tenure System and Contractual Management 2. Proposal on Formulating the Rules regarding Senior Officers’ Tenure System and Contractual Management

3. Proposal on Formulating the Management Measures on Senior Officers’ Operation Performance Appraisal (Draft)

4. Proposal on Formulating the Management Measures on Senior Officers’ Remuneration (Draft)

(VII) The 19th meeting of the 5th Board of Directors was held on 27 August 2020, considering and approving the following proposals:

1. 2020 Interim Report and Summary

2. Proposal on Introducing Joint Investors into Peru Ludes Electricity Distribution Project

3. Proposal on Increasing Capital of Three Gorges Electric Energy Co., Ltd.

4. Proposal on Transfer of 2% Shares in Beijing Enterprises Water Group Limited by China Yangtze International to Yangtze Ecology and Environment (HK) Limited

5. Proposal on Holding the 2020 2nd Extraordinary General Meeting

(VIII) The 20th meeting of the 5th Board of Directors was held on 29 October 2020, considering and approving the following proposals:

1. Proposal on Electing Additional Directors of the 5th Board of Directors

2. Proposal on Appointing Mr. Zhang Xingliao as the General Manager

3. Proposal on Appointing Mr. Xie Jun as the Deputy General Manager

4. Proposal on Appointing Mr. Chen Hui as the Deputy General Manager

5. Proposal on Free Transfer of Road Assets Involved in Transfer of Municipal Functions

6. 3Q20 Quarterly Report

7. Proposal on Holding the 2020 3rd Extraordinary General Meeting

IV. 2021 work plan and objectives

2021 is the beginning year of the “14th Five-Year” Plan of China and for China to realize the second a century goal. It is of great significance to well complete the work of the whole year for a good beginning of the new five years and promoting the high- quality development of the Company in the new period.

The work plan and objectives in 2021 are as follows: well operating and managing the pillars of a great power represented by the Three Gorges project, further exploring the potential of electricity generation, and ensuring that the comprehensive benefits of the cascade power stations will be fully exerted. The Company should do the best to ensure that all the sets in Wudongde and the first set in Baihetan will be launched into electricity generation before “1 July” to present a gift for the 100th anniversary of the Party, quickened the construction of the integrated comprehensive landscape renewable energy development basis in the downstream of Jinsha Jiang River, made strategic investment and bring performance improvement into play, enhance scientific and technical innovation, speed up the construction of intelligent hydropower stations and promote digital transformation, solidly advanced the “initiative of improving management aligning with the first-class standards in the world” based on the overall target of three-year action of state-owned enterprise reform, and promote the material breakthrough in the key step and core area of state-owned enterprise reform.

In 2021, the Board of Directors will focus on the following work based on the above plan and objectives:

(I) Grasping the trend of the industry and planning long-term development

In the following five years, while the State establishes the goal of “peak carbon dioxide emissions and carbon neutrality”, the Company will continue to promote the large-scale protection at the Yangtze River, construct Wudongde and Baihetan power stations and launch them into production and further develop the overseas business, and the Company is still in the rare strategic opportunity period in terms of clean energy. The Company should recognize the direction of strategic development in the energy area, improve its capability of development and innovation and grasping opportunity, plan in advance, carry out careful research and make full preparation in such aspects as technology, resources and talents, consolidate the achievements that it has made, continue to unswervingly promote the implementation of the strategies of the Company and proactively gain the initiative.

(II) Properly implementing objectives and consolidating the basis for development

First of all, the Company should do the best to guarantee safety. In 2021, the Company should continue to promote the construction of a safe enterprise, pay attention to preventing and eliminating hidden risk, strive for the best in the aspects of production safety and ensure the realization of the safety production objective of “zero death and personal injury and zero equipment accident”. Secondly, the Company should do the best to guarantee electricity generation. The Company should take the initiative to adapt itself to the new changes and new requirements in the electricity market, continue to improve the level of digitization and intellectualization, increase electricity generation by optimizing dispatch through precise forecast and exact dispatch and realize maximum comprehensive benefits of the hub in the area. Thirdly, the Company should do the best to guarantee marketing. The Company should do the best to obtain the priority in electricity generation planning at the higher level and optimize the tariff to the extent permitted by the state policies, further exert the advantage of coordination between dispatch and transaction and speed up the improvement of the marketing system suitable to the environment of the electricity market. Fourthly, the Company should do the best to control cost. The Company should continue to pinch pennies to improve the cost control benefits and make contributions to the realization of its annual goal.

(III) Strengthening risk control and ensuring steady and long-term operation In the new development period, the Company should clearly know the risks and do the best to eliminate stock risks and prevent and control incremental risks. Firstly, the Company shall continue to properly prevent and control the epidemics, implement the prevention and control strategy of “preventing the coronavirus from re-entering the country to cause a new epidemic”, grasp firmly and hard the details of permanent epidemic prevention and control, effectively control risks of overseas projects and adhere to the strategy of “two stable growth, two fights and two guarantees”. Secondly, the Company should improve its ability of risk control. The Company shall duly enhance the requirements on risk control in key areas and steps, explore the ways to incorporate risk, internal control, compliance, accountability and other management requirements into the management system of the business with high risks and improve the results of control. Thirdly, the Company shall improve the control on the new business units. The Company should proactively explore and establish the auxiliary appraisal mechanism suitable to the enterprises with mixed ownership and the overseas M&A enterprises and focus on increase the influence and control on the new business units.

(IV) Properly conducting reform and improving management efficiency

2021 is the year of tackling and key year of the three-year action of state-owned enterprise reform. The Company should do the best to implement the reform measures. Firstly, the Company should be brave enough to become the leader in state-owned enterprise reform, take the initiative in benchmarking and implementation and proactively carry out such tasks as “establishing the first-class mega-hydropower business” and “improvement through benchmarking the first-class management in the world”. Secondly, the Company should perfect the incentive mechanism. The Company should optimize the position and remuneration system in a market-oriented, modernized and internationalized way and continuously deepen the incentive mechanism of “excess profit sharing” in its market-oriented subsidiaries. Thirdly, the Company should further upgrade scientific and technical upgrading. The Company should make more contributions to scientific and technical upgrading, continuously promote digital transformation, bring such platforms as the Hubei key lab of intelligent Yangtze and hydropower science and do the best to improve the capability of scientific forecast and joint dispatch.

(V) Seeking harmonious development and realizing mutual benefits and win-win

In 2021, the Company should continue to foster the harmonious and win-win equity culture, carefully listen to the reasonable opinions and suggestions of shareholders, proactively carry out investor activities in various forms, do the best to win the understanding and supports from the market and the shareholders, create a good market environment for the operation and development of the Company and share benefits arising out of the growth of the Company with the shareholders.

The tasks of 2021 are hard, and the Board of Directors will continue to improve legal person governance on the basis of “determining strategies, making decisions and preventing risks”, not be afraid of hardship and forge ahead and try the best to achieve the annual operation target and return the shareholders with excellent performance.

The proposal is hereby submitted to the meeting for consideration. 2. Resolution2 - 2020 Report of the Board of Supervisors

To all shareholders and shareholders’ proxies,

The year 2020 marks the closing year of the “13th Five-Year Plan” period of China Yangtze Power Co., Ltd. (hereinafter referred to as the Company). In strict accordance with the Company Law, Securities Law and other relevant laws and regulations, as well as the Articles of Association and Board of Supervisors Rules of Procedure and other relevant rules and regulations, all members of the board of supervisors actively performed supervisory functions, convened regular board of supervisors meetings, took the initiative to attend the board meetings and shareholder meetings as non-voting participants, conducted in-depth research on the front line, continued to build a comprehensive and three-dimensional supervisory system, and made positive contributions to safeguarding the interests of shareholders and employees and guaranteeing the long-term stable development of the Company. The work of the board of supervisors in 2020 and the work plan for 2021 are reported as follows:

Part I: Work of the Board of Supervisors in 2020

I. Meetings of the Board of Supervisors

During the reporting period, the board of supervisors convened 4 meetings (2 on-site and 2 by telecommunication), and reviewed and approved 16 important issues including the annual report of the board of supervisors, the annual financial report, and changes in accounting policies. The details are as follows: Way of No Session Time Proposal Title Meeting 1. 2019 Report of the Board of Supervisors of the Company 2. 2019 Report on Final Accounts of the Company 6th 3. Profit Distribution Plan of the Company for 2019 meeting, 1 28 April 2020 4. 2019 Annual Report and Summary of the Company On-site 5th session 5. 2020 Report on Financial Budget of the Company

6. 1Q20 Quarterly Report of the Company 7. Proposal on Changes in Accounting Policies of the Company 1. Proposal on the Company’s GDR Offering and Listing on the London Stock Exchange and Conversion into A Limited Company Established Through Offshore Stock Floatation 2. Proposal on the Plan of the Company’s GDR Offering and Listing on the London Stock Exchange 3. Proposal on the Report on the Use of Proceeds of 7th Previous Financing of the Company meeting, 4. Proposal on the Use Plan of Proceeds of GDR 2 11 June 2020 On-site 5th session Offering of the Company 5. Proposal on the Validity Term of the Resolution on the Company’s GDR Offering and Listing on the London Stock Exchange 6. Proposal on the Plan of Distributing Accumulated Profits Prior to GDR Offering and Listing on the London Stock Exchange 7. Proposal on Amending Board of Supervisors Rules of Procedure of the Company 8th meeting, 3 27 August 2020 2020 Interim Report and Summary of the Company Telecom 5th session

9th meeting, 4 29 October 2020 3Q20 Quarterly Report of the Company Telecom 5th session

II. Supervisors Attending the Meeting as Non-voting Participants

During the reporting period, in accordance with relevant provisions of the Articles of Association, the Shareholder Meeting Rules of Procedure, the Board of Directors Rules of Procedure, and the Board of Supervisors Rules of Procedure, the board of supervisors attended 4 shareholder meetings and 8 board meetings, exercised supervision over the resolution processes of the Company’s major business decisions, annual business plans, major asset acquisitions, investment (financing), periodic financial reports and other major issues, reviewed the Company’s regular reports and provided audit opinions, and safeguarded effectively the legitimate rights and interests of shareholders, companies, and employees.

III. Special Researches

During the reporting period, some supervisors conducted researches on subsidiaries, important shareholding companies or cooperative enterprises in Yunnan, Sichuan, , Hubei and other places, including Chuanyun Company, Three Gorges Cascade Chengdu Control Center, Jinzhong Company’s Ahai Hydropower Station and the dam site of Longpan Water Conservancy Project, ’s Deyang Production Base, Yalongjiang Company’s Basin Centralized Control Center and Ertan Power Station, Guangzhou Nansha Development Industrial Park, Dongfang Heavy Machinery Production Workshop, Hubei Energy’s Ezhou Power Plant, etc., The supervisors earnestly listened to relevant units introducing their production and operation, and conducted discussions and exchanges with cooperative units on issues of common concern. The first-hand information obtained through researches has laid a more solid foundation for efficient performance of duties in the future.

IV. Supervisors’ Participation in Training

During the reporting period, some supervisors participated in special trainings organized by the Beijing Association of Listed Companies to learn and master the new requirements of the regulatory system, new trends in corporate governance, and new trends in the capital market, and kept improving their ability to carry out duties.

Part II Independent Opinions of the Board of Supervisors

I. The Company’s Operations According to Law

During the reporting period, the Company held 4 shareholder meetings, 8 board of directors’ meetings, 4 board of supervisor’s meetings, and 1 board of supervisors preparatory meeting, at which it considered and adopted 2019 Report on Final Accounts of the Company, the 2019 Annual Report of the Company, 2019 Corporate Social Responsibility Report of the Company, the 2019 Internal Control Evaluation Report of the Company and other 96 proposals. The company carried out various business activities in an orderly manner around the development plan, and earnestly promoted various key tasks. The decision-making system has been operating well, and the management model has been continuously improved.

The Board of Supervisors believes that the Company strictly implemented the “Three Committees” governance, and the management carried out standard operations under the authorization of the shareholder meeting and the board of directors, and supervised the Company’s organizations at all levels to carry out business and management activities according to law, and went through relevant decision-making procedures in accordance with laws and regulations and the Articles of Association. No behavior that violated laws, regulations and the Articles of Association or harmed the interests of the Company was found in the performance of their duties by the directors and senior management of the Company.

II. Review of financial conditions of the Company

During the reporting period, the Company strictly complied with the provisions of the Accounting Law, the Accounting Standards for Business Enterprises and the requirements of the CSRC, the SSE and other regulatory authorities, and standardized its accounting, financial management and financial report preparation in accordance with the requirements of the Company's Accounting Regulations, Accounting Policies and Accounting Estimates and other regulations, and accounting information was disclosed in a timely, accurate, standardized and complete manner.

The Board of Supervisors carefully reviewed all regular reports of the Company, and ShineWing Certified Public Accountants has audited the financial statements of the Company for 2020 and issued a standard auditor’s report without qualified opinion.

The Board of Supervisors believes that during the reporting period, the Company's financial reports were prepared, audited and disclosed in compliance with the requirements of laws and regulations and the relevant rules and regulations of the Company, and give a true, accurate and complete view of financial position, results of operations and cash flows of the Company without false records, misleading statements or material omissions.

III. Review of Financing of the Company

During the reporting period, the Company's total equity financing (issuance of GDRs) amounted to RMB13.352 billion and total debt financing amounted to RMB103.9 billion. Of the debt financing, RMB25 billion was raised through direct financing including SCPs, CPs, MTNs and corporate bonds, and RMB78.9 billion was raised through indirect financing including intercompany entrusted loans and bank loans.

The Board of Supervisors believes that the Company’s financing activities were in compliance with relevant provisions of laws and regulations and the Company’s Investment, Guarantee and Borrowing Management Measures.

IV. Review of Major Investments of the Company

During the reporting period, the Company closely focused on its principal business activities and steadily proceeded with strategic investments, adding approximately RMB35.2 billion in new external investments and realizing investment income of approximately RMB4.053 billion throughout the year.

The Board of Supervisors believes that the decision-making and transaction procedures of the Company's investments was in compliance with relevant laws and regulations, the Company’s development direction and the provisions of the Company’s Regulations on Investment, Guarantee and Borrowing Management. V. Information on connected transactions

During the reporting period, the Company had daily connected transactions of RMB1.66 billion, mainly transactions of performing and accepting asset management service, performing and accepting service, and providing and accepting asset lease between the Company and its subsidiaries and the controlling shareholder CTG and its subsidiaries.

The Board of Supervisors believes that the Company's connected transactions were regulated and the decision-making and implementation procedures were in compliance with the relevant laws and regulations and the Company's Connected Transaction Regulations and other rules and regulations, and no acts detrimental to the interests of the Company and its minority shareholders had been identified.

VI. Assessing the Building and Operation of the Company’s Internal Control System

During the reporting period, the Company revised and improved the internal control system covering its main businesses and key links in a timely manner according to the changes in the internal and external environment and the actual needs of business development, and improved the top-level design of internal control supervision. In accordance with the requirements of the internal control standard system, the Company carried out comprehensively the annual internal control evaluation, and hired an accounting firm to audit its internal control system building and operation in 2020, to ensure that problems are discovered and rectified in a timely manner, guarantee that the Company’s internal control system is designed and implemented well, strengthen various compliance requirements, and improve the risk management level.

Grant Thornton China conducted an audit on the effectiveness of the Company’s internal control in 2020 and issued a standard Auditor’s Report on Internal Control without qualified opinion.

The Board of Supervisors believes that the 2020 Internal Control Evaluation Report of the Company gives an objective, truthful and comprehensive view of the operation and dynamic optimization of the Company’s internal control system, which is sound and effective.

VII. Monitoring the Management of Inside Information

During the reporting period, in accordance with the Securities Law, Administrative Measures for Information Disclosure of Listed Companies and other relevant laws and regulations and requirements such as the Company’s Registration System for Insiders of Inside Information, the company monitored the registration and filing of insider information to strictly prevent insider trading and inside information leakage, and carried out effective management of inside information.

The Board of Supervisors believes that during the reporting period, the Company’s directors, supervisors, senior managers, and other relevant insiders strictly complied with the Securities Law, Administrative Measures for Information Disclosure of Listed Companies and other laws and regulations, and the Company’s Registration System for Insiders of Inside Information, and did not find any inside information leakage or insider trading.

Part III the Board of Supervisors Work Plan for 2021

The year 2021 is the first year of the “14th Five-Year” development plan of Yangtze Power. The Company’s board of supervisors will continue to perform its duties faithfully and diligently, urge the Company to carry out operation and standardized management based on its development strategy according to law, and safeguard the legitimate rights and interests of all shareholders and the Company. The main tasks are as follows:

1. Strengthen the supervision over directors and senior managers according to law, and urge the Company to further improve its governance structure and standard in accordance with the requirements of relevant laws and regulations.

2. Continue to strengthen and perform supervisory functions, attend the Company’s board of directors and shareholder meetings as both voting and non-voting participants, timely grasp and proactively pay attention to the Company’s major decision-making matters, and supervise and promote the legitimacy of various decision-making procedures to better safeguard the rights and interests of shareholders.

3. Further strengthen the implementation of the internal control system, prevent operational risks, and promote the Company’s healthy and steady development through the supervision and inspection of the Company’s financial and production operations.

4. Strengthen independent learning, actively participate in front-line research, pay attention to industry trends, get familiar with new regulatory rules, and improve performance capabilities, so as to provide advice and push for better and faster development of the Company in the future.

The proposal is hereby submitted to the meeting for consideration.

3. Resolution3- Report on Final Accounts of the Company for 2020

To all shareholders and shareholders’ proxies, We hereby report to the meeting on final accounts of the Company for 2020. I. Power Generation In 2020, the Three Gorges, Gezhouba, Xiluodu and Xiangjiaba power stations recorded record high power generation of 226.930 billion kWh, representing a yoy increase of 16.467 billion kWh or 7.82% and 108.06% of the annual budget. Superficially, the Three Gorges power station recorded power generation of 111.802 billion kWh, a yoy increase of 14.925 billion kWh or 15.41%; Gezhouba power station recorded power generation of 18.567 billion kWh, a yoy decrease of 518 million kWh or 2.71%; Xiluodu power station recorded power generation of 63.413 billion kWh, an increase of 2.633 billion kWh or 4.33%. Xiangjiaba power station recorded power generation of 33.148 billion kWh, down 573 million kWh or 1.70% yoy. II. Summary of Operating Results For 2020, the Company achieved total revenue of RMB61.743 billion, up RMB8.789 billion or 16.60% yoy, representing 106.84% of the annual budget; total costs and expenses rose RMB2.960 billion or 11.24% yoy to RMB29.287 billion, representing 95.17% of the annual budget; total profit rose RMB5.829 billion or 21.89% yoy to RMB32.456 billion, representing 120.13% of the annual budget; net profit rose RMB4.939 billion or 22.90% to RMB26.506 billion, representing 120.16% of the annual budget; net profit attributable to the parent rose RMB4.755 billion or 22.07% to RMB26.298 billion, representing 119.34% of the annual budget. Main Operating Indicators for 2020 ( ’00 million kWh, RMB’00 million 2020 Change Actual/budg Item Budget 2020 2019 Change (%) et (%) 1. Power 2,100.00 generation 2,269.30 2,104.63 164.67 7.82% 108.06% 2. Total revenue 577.90 617.43 529.54 87.89 16.60% 106.84% 3. Total costs and 307.73 292.87 263.27 29.60 11.24% 95.17% expenses 4. Total profit 270.17 324.56 266.27 58.29 21.89% 120.13% 5. Net profit 220.60 265.06 215.67 49.39 22.90% 120.16% 6. Net profit attributable to 220.37 262.98 215.43 47.55 22.07% 119.34% owners of the parent 7. EPS (RMB) 1.0017 1.1853 0.9792 0.2061 21.05% 118.33% (I) Revenue For 2020, the company achieved total revenue of RMB61.743 billion (including total operating income, investment income, gain on changes in fair value, other income, gain on disposal of assets and non-operating income), a yoy increase of RMB8.789 billion or 16.60%. Specifically: Total revenue from offshore power distribution and sales business was RMB4.130 billion for the period from May to December. Hydropower sales revenue stood at RMB52.882 billion, a yoy increase of RMB3.250 billion, mainly due to the yoy increase in electricity generation and sales volume. Investment income rose RMB978 million yoy to RMB4.053 billion, mainly because higher long-term equity investments under the equity method of accounting and the investees achieved higher profits. Other income increased by RMB431 million yoy, mainly due to management income from power stations added in 2020. (II) Costs and expenses For 2020, total costs and expenses amounted to RMB29.287 billion (including operating costs, taxes and surcharges, sales expenses, administrative expenses, R&D expenses, financial expenses, asset impairment losses, credit impairment losses and non-operating expenses), a yoy increase of RMB2.960 billion or 11.24%. Specifically: Total costs and expenses incurred in the offshore power distribution business amounted to RMB3.314 billion for the period from May to December. Financial expenses were RMB4.986 billion, down RMB225 million yoy, mainly because the Company significantly reduced financing costs by raising low-cost funds through multiple channels and optimizing its debt structure. III. Summary of Assets and Liabilities At the end of 2020, the Company's total assets amounted to RMB330.827 billion, up 11.58% from the beginning of the year; total liabilities amounted to RMB152.505 billion, up 4.12% from the beginning of the year; net assets amounted to RMB178.322 billion, up 18.87% from the beginning of the year; liabilities to assets ratio was 46.10%, down 3.30 percentage points from the beginning of the year. The Company was in good financial condition. Summary of Assets and Liabilities Indicators at End 2020 (Amounts in RMB’00 million) 2020 As at 31 As at 1 Jan Change Actual/bud Change Item Budget Dec 2020 2020 (%) get (%) 1. Total assets 3,330.48 3,308.27 2,964.83 343.44 11.58% 99.33% 2. Total liabilities 1,759.32 1,525.05 1,464.67 60.38 4.12% 86.68% 3. Net assets 1,571.16 1,783.22 1,500.16 283.06 18.87% 113.50% 4. Liabilities to 52.82% 46.10% 49.40% -3.30% -6.69% 87.27% assets ratio (I) Assets As at the end of the period, total assets were RMB330.827 billion, RMB34.344 billion from the beginning of the year. Specifically, Fixed assets were RMB231.120 billion and accounting for 69.86% of total assets, including domestic hydropower assets of RMB220.172 billion and overseas power distribution and sales assets of RMB10.797 billion. Investments including long-term equity investments, investments in other equity instruments and other non-current financial assets amounted to RMB60.738 billion, accounting for 18.36% of total assets and representing an increase of RMB8.626 billion from the beginning of the year, mainly due to the investment in Shenergy, SDIC Power and Sichuan Chuantou Energy. Current assets amounted to RMB14.676 billion and accounted for 4.44% of total assets, mainly including cash and cash equivalents of RMB9.231 billion, accounts receivable of RMB3.650 billion and other current assets of RMB948 million. (II) Liabilities As at the end of the period, total liabilities were RMB152,505 million, an increase of RMB6.038 billion from the beginning of the year. Specifically: Current liabilities were RMB78.467 billion, mainly including short-term borrowings of RMB24.058 billion, taxes payable of RMB4.235 billion, other payables of RMB16.960 billion, current portion of non-current liabilities of RMB23.924 billion, and other current liabilities of RMB7.501 billion (short-term commercial papers). Non-current liabilities were RMB74.039 billion yuan, mainly including long-term borrowings of RMB14.447 billion, bonds payable of RMB37.527 billion, long-term payables of RMB20.081 billion and deferred tax liabilities of RMB1.960 billion. IV. Cash flows For 2020, the balance of cash and cash equivalents was RMB7.318 billion at the beginning of the period and RMB9.224 billion at the end of the period. Net increase in cash and cash equivalents generated for the period was RMB1.906 billion, of which net cash flow from operating activities was RMB41,037 million, net cash flow from investing activities RMB-36.037 billion, net cash flow from financing activities RMB- 3.007 billion, and the impact of exchange rate changes RMB-86 million. Cash inflows and outflows are as follows.

Total cash inflow for the period was RMB279.343 billion, mainly including RMB65.700 billion in cash received from sales of goods and rendering of services; RMB91.515 billion in cash received from disposal of investments; RMB99.093 billion in cash received from borrowings; and RMB14.932 billion in cash received from capital contributions. Total cash outflow for the period was RMB277.351 billion, mainly including RMB9.499 billion in cash paid for the purchase of goods and services; RMB2.611 billion in cash paid to and for employees; RMB12.181 billion in taxes and fees paid; RMB3.628 billion in cash paid for acquisition and construction of fixed assets, intangible assets and other long-term assets of; RMB101.334 billion in cash paid to acquire investments; RMB95.990 billion in cash repayment of debts; RMB19.292 billion in cash paid for interest expenses and distribution of dividends or profits; and RMB7.725 billion in cash paid for other financing activities. The proposal is hereby submitted to the meeting for consideration.

4. Resolution 4- Profit Distribution Plan of the Company for 2020

To all shareholders and shareholders’ proxies,

For 2020, the Company recorded consolidated net profit attributable to owners of the parent of RMB26,297,890,222.70 and the parent realized net profit of RMB15,354,891,142.20. It is proposed that profit be distributed in the statutory order stipulated in the Company Law, the Articles of Association and the Accounting Policies and Estimates of the Company, with as follows: I. As the balance of statutory reserve has reached 50% of the registered capital of the Company, no profit will be set aside for statutory reserve for the year. II. No profit will be set aside for discretionary reserve for the year. III. Distribution of dividends to shareholders. The undistributed profit of the parent amounted to RMB16,128,866,900.78 at the end of 2020. It is proposed that on the basis of total share capital of 22,741,859,230 shares as at the end of 2020, cash dividends be distributed at RMB7.0 (including tax) per 10 shares, totaling RMB15,919,301,461.00. IV. After completion of the profit distribution, the parent would have undistributed profit of RMB209,565,439.78, available for distribution in future years. No capital reserve would be converted into share capital for 2020. The proposal is hereby submitted to the meeting for consideration. 5. Resolution 5 - Proposal on Appointing Auditor for Financial Reports for 2021

To all shareholders and shareholders’ proxies,

As a large accounting firm recommended by the Ministry of Finance and the China Securities Regulatory Commission to engagein the audit of A-share and H-share companies, ShineWing Certified Public Accountants ("ShineWing") has securities and futures-related business licenses and has the experience and capability to provide professional audit and assurance services for the Company. During its service as the auditor of the Company for the years 2016-2020, ShineWing has been diligent, rigorous and conscientious, and has duly completed the audit of various financial statements, providing better professional services for the timely, accurate and complete disclosure of relevant financial information of the Company. In order to maintain the continuity of the Company's audit work, the Company proposes to re-appoint ShineWing Certified Public Accountants as the auditor of the Company and its subsidiaries for 2021 to audit the Company's financial reports for 2021 (and issue auditor’s reports thereon in English and Chinese), and to provide review services and other services as agreed in the contract for a term of one year at a fee of RMB3,050,000. The proposal is hereby submitted to the meeting for consideration.

6. Resolution 6 - Proposal on Appointing Auditor for Internal Control for 2021

To all shareholders and shareholders’ proxies,

According to the regulatory requirements for listed companies, the Company shall engage an accounting firm to audit the effectiveness of internal control over financial reporting and issue an auditor’ report thereon, and the accounting firm so engaged shall be qualified for securities and futures business. From 2016 to 2020, the annual audit on internal control of the Company were performed by Grant Thornton LLP. Specifically, audit fees were RMB499,500 for 2016 and 2017 and RMB499,800 for 2018, 2019 and 2020. In 2021, the Company implemented the procurement of internal control audit services for 2021 through competitive negotiations and, after evaluation, proposed to engage Pan-China Certified Public Accountants LLP as the Company's auditor as for internal control for 2021 for a term of one year at an audit fee of RMB381,600.

The proposal is hereby submitted to the meeting for consideration.

7. Resolution 7 - Proposal on Short-term Fixed-income Investments for 2021

To all shareholders and shareholders’ proxies,

In order to make better use of cash on hand and cash balance available in securities accounts, and to improve the efficiency of and income from short-term use of funds, the Company intends to carry out short-term fixed-income investment business. Details are as follows: I. Investment Varieties and Maturity The Company intends to carry out short-term fixed-income investments, mainly bond repo and other fixed-income investments. A single investment in bonds has a maturity of not more than 30 days, only treasury bonds, central bank bills and other bonds with credit rating of AAA are allowed. II. Investment Quota Management Short-term fixed-income investment is managed on a balance basis, with the book balance not exceeding RMB3 billion. III. Authorization It is proposed that the general manager of the Company be authorized to approve the short-term fixed-income investments; valid for 12 months from the date of adoption of the proposal at the general meeting. It is hereby submitted to the meeting for consideration.

8. Resolution 8 - Proposal on Signing the “Financial Service Framework Agreement” with Three Gorges Finance (Hong Kong) Co., Ltd.

To all shareholders and shareholders’ proxies,

Three Gorges Finance (HK) Co., Ltd. (hereinafter referred to as “TGF (HK)”) is a wholly-owned subsidiary of China Three Gorges Corporation. Relying on its location advantage in Hong Kong, it has rich sources of funds and understands the Company better than other financial institutions in terms of its development status and business needs. With the continuous expansion of the Company’s international business, the demand for overseas financial services continues to increase. In order to obtain more convenient and comprehensive financial services and effectively ensure the smooth development of overseas businesses, the Company plans to sign the Financial Services Framework Agreement (hereinafter referred to as the Framework Agreement) with TGF (HK). I. The Main Content of the Framework Agreement (1) Scope of financial services TGF (HK) provides companies with overseas loans and other financing services. (2) Financial service quota The amount of overseas loans and other financing services provided by TGF (HK) for the Company in a single fiscal year does not exceed US$2 billion. (3) Pricing principle The two parties promise that the pricing will follow the principle of fairness and reasonableness, and be determined based on the fair market price and through negotiation between the two parties, and neither party shall use connected transactions to harm the interests of the other party. (4) Service period The Framework Agreement will take effect from the date of signing by both parties after it is reviewed and approved by the shareholder meeting, and is valid for one year. II. Authorized Matters The general manager of the Company is authorized to sign a framework agreement with TGF (HK) and implement it. This proposal involves connected transactions, and excludes connected shareholders from voting. The proposal is hereby submitted to the meeting for consideration.

9. Resolution 9 - Proposal on Electing Additional Directors of the Company

To all shareholders and shareholders’ proxies,

Under the recommendation of China Three Gorges Construction (Group) Co., Ltd. and Yunnan Energy Investment Group Co., Ltd., it is proposed to by-elect Mr. Wang Shiping and Mr. Su Jinsong as directors of the Company. The term of office starts from the date of approval by the shareholder meeting and ends when the term of the fifth board of directors expires. Now it is submitted to the meeting for deliberation. Attachment: Biographies of Mr. Wang Shiping and Mr. Su Jinsong Wang Shiping, male, born in July 1963, Senior Principal Engineer, served successively as deputy director and director of the External Transportation Project Division of the Engineering and Construction Department and the Transportation Engineering Department of China Three Gorges Corporation, deputy director of the Quality Director Office, deputy director of the Jinsha River Preliminary Engineering Office of the Engineering and Construction Department, deputy director of the Xiluodu Engineering and Construction Department, head of the Baihetan Engineering and Construction Preparatory Team of China Three Gorges Corporation as well as temporary secretary of its Party committee and deputy team head, general manager and deputy Party secretary of Yangtze River Xiaonanhai Hydropower Development Co., Ltd., deputy general manager, general manager and deputy Party secretary of China Three Gorges Construction Management Co., Ltd. general manager and deputy Party secretary of Changjiang Eco-Environmental Protection Group Co., Ltd., and chairman and Party secretary of China Three Gorges Construction Management Co., Ltd. He is currently chairman and Party secretary of China Three Gorges Construction (Group) Co., Ltd.

Su Jinsong, male, born in December 1966, senior engineer, served successively as general manager, Party secretary and chairman of Weixin Yuntou Yuexi Zhaxi Energy Co., Ltd., deputy Party secretary and general manager of Yunnan Electric Power Investment Co., Ltd. and concurrently chairman of Yunnan Nengtou Weixin Energy Co., Ltd., assistant to president of Yunnan Energy Investment Group Co., Ltd. and concurrently deputy Party secretary and general manager of Yunnan Electric Power Investment Co., Ltd. and concurrently chairman of Yunnan Nengtou Weixin Energy Co., Ltd., president and CEO of Beijing Guoneng Zhongdian Energy Conservation and Environmental Protection Technology Co., Ltd., and Party secretary and chairman of Yunnan Electric Power Investment Co., Ltd. He is currently general manager of the equity management center of Yunnan Energy Investment Group Co., Ltd.

SPECIAL RESOLUTION

10.Resolution 10 - Proposal on the Change in Registered Capital of the Company and Amendment to the Articles of Association of the Company upon Listing on the London Stock Exchange

To all shareholders and shareholders’ proxies,

The Company offered Global Depository Receipts ("GDRs") which were listed on the London Stock Exchange on 30 September 2020 (London time). Prior to the exercise of the over-allotment option, a total of 69,100,000 GDRs were issued, representing 691,000,000 A shares in the Company. As UBS AG London Branch (as price stabilization manager) partially exercised the over-allotment option agreed in the prospectus, the Company issued an additional 5,085,923 GDRs, representing 50,859,230 A shares in the Company, which were listed on the on 19 October 2020 (Beijing time). After that, the Company’s total share capital was changed to 22,741,859,230 shares. Accordingly, the registered capital of the Company changed to RMB22,741,859,230. The incremental registered capital was paid up in cash on the date on which the proceeds of offering were received. Based on actual situation of the offering, it is proposed to make corresponding amendments to the Preamble, Article 3, Article 5, Article 6 and Article 22 of the Articles of Association of the Company, the details of which are set out in the attached Comparison Table for Amendment. In addition, in accordance with the requirements of the State-owned Assets Supervision and Administration Commission for the development of central enterprises under the rule of law, it is proposed to make corresponding amendments to 10 of the Articles of Association of the Company, details of which are set out in the attached Comparison Table for Amendment. It is hereby submitted to the meeting for consideration. Appendix: Comparison Table for Amendments to the Articles of Association of China Yangtze Power Co., Ltd.

Appendix Comparison Table for Amendments to the Articles of Association of China Yangtze Power Co., Ltd.

Original Clause Revised Clause Preamble Revised for the fourteenth time at the 2020 [ ] General Meeting of Preamble Revised for the fourteenth time at the 2020 First Extraordinary the Company on [ ] [ ] 2020. General Meeting of the Company on 30 June 2020. Article 3 As approved by the China Securities Regulatory Commission Article 3 As approved by the China Securities Regulatory Commission ("CSRC"), the Company initially offerred 2,326 million RMB ordinary ("CSRC"), the Company initially offerred 2,236 million RMB ordinary shares ("A shares") to the public on 27 October 2003, which were listed for shares ("A shares") to the public on 27 October 2003, which were listed for trading on the Shanghai Stock Exchange on 18 November 2003. trading on the Shanghai Stock Exchange on 18 November 2003. Pursuant to the approval of the China Securities Regulatory Commision Pursuant to the approval of the China Securities Regulatory dated [ ] [ ] 2020, [ ] Global Depository Receipts ("GDRs") representing Commission (CSRC) on the approval of the issuance of Global [ ] RMB ordinary shares of the Company on an exchange ration determined Depository Receipts by China Yangtze Power Company Limited and by the Companny, were listed on the London Stock Exchange on [ ] [ ] 2020. their listing on the London Stock Exchange (Zheng Jian Xu Ke [2020] No. 2288) and the approval and/or consent of the relevant domestic and foreign regulatory authorities, 69,100,000 Global Depository Receipts ("GDRs") issued by the Company were listed on the Main Market of the London Stock Exchange on 30 September 2020 (London time). Receipts ("GDRs") issued by the Company were listed for trading on The Price Stabilization Manager, through the exercise of the Over-allotment Option, requested the Company to issue an additional 5,085,923 GDRs, which were delivered to relevant investors and listed for trading on the Main Market of the London Stock Exchange on 19 October 2020 (London time). The additional underlying securities represented by the GDRs issued are 741,859,230 A Shares (including the A Shares represented by the GDRs issued upon the exercise of the Over-allotment Option). Article 5 The Company’s domicile: Building B, 1 Yuyuantan Road South, Article 5 The Company’s domicile: Building B, 1 Yuyuantan Road South, Haidian District, Beijing Haidian District, Beijing Postal code: 100038 Postal code: 100038 Tel: [ ] Tel: [010-58688999] Fax: [ ] Fax: [010-58688900] Article 6 The Company has registered capital of RMB [ ] and paid-in capital Article 6 The Company has registered capital of RMB22,741,859,230 and of RMB [ ]. paid-in capital of RMB22,741,859,230. Article 10 The Company adopts the concept of governance by law and Article 10 The Company adopts the concept of governance by law and operations in compliance with law, applies the general counsel system, operations in compliance with law, promotes integrated development of rule promotes integrated development of rule of law system, rule of law capacity of law system, rule of law capacity and rule of law culture, and realizes the and rule of law culture, and realizes the modernization of its governance modernization of its governance system and governance capacity. system and governance capacity. Article 22 The Company has a total of [ ] authorized common shares, all of Article 22 The Company has a total of 22,741,859,230 authorized common which are RMB common shares. The Company issued 5,530,000,000 shares shares, all of which are RMB common shares. The Company issued to the promoters at the time of its establishment. 5,530,000,000 shares to the promoters at the time of its establishment. The number of shares held by each promoter at the time of establishment and The number of shares held by each promoter at the time of establishment and their proportion to the total number of ordinary shares issued by the Company their proportion to the total number of ordinary shares issued by the Company at the time of establishment are as follows. at the time of establishment are as follows. Number of Number of Shareholding Shareholding shares (in ten shares (in ten Promoter’s name percentage Promoter’s name percentage thousand of thousand of (%) (%) shares) shares) China Yangtze Three Gorges Proj China Yangtze Three Gorges Pro 494,935.00 89.5 494,935.00 89.5 ect Development Corporation ject Development Corporation HUANENG Power Int’l Inc. 16,590.00 3.0 HUANENG Power Int’l Inc. 16,590.00 3.0 China National Nuclear Corporat China National Nuclear Corporat 16,590.00 3.0 16,590.00 3.0 ion ion China National Petroleum Corpo China National Petroleum Corpo 16,590.00 3.0 16,590.00 3.0 ration ration China Gezhouba Construction Gr China Gezhouba Construction G oup Corporation For Water Reso 5,530.00 1.0 roup Corporation For Water Res 5,530.00 1.0 urces And Hydropower ources And Hydropower Changjiang Institute of Survey, P Changjiang Institute of Survey, P 2,765.00 0.5 2,765.00 0.5 lanning, Design and Research lanning, Design and Research Total 553,000.00 100 Total 553,000.00 100 The Company’s current share capital structure: [ ] ordinary shares The Company’s current share capital structure: 22,741,859,230 ordinary shares

DEFINITIONS

Unless the context otherwise requires, the following expressions shall have the following meanings:

“Board” or “Board of Directors” the board of Directors of the Company

“Company” China Yangtze Power Co., Ltd.

“Director(s)” director(s) of the Company

"Shareholder(s)" "Shareholder(s)"