Capital Increase in Fuxin Development

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about any of the contents of this circular or as to what action to take in relation to this supplemental circular, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Huadian Power International Corporation Limited* (the “Company”), you should at once hand this supplemental circular, the new proxy form (which was despatched on 15 June 2021) to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s). Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this supplemental 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 supplemental circular. 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) MAJOR AND CONNECTED TRANSACTIONS: (1) CAPITAL INCREASE IN FUXIN DEVELOPMENT; (2) DISPOSALS OF NEW ENERGY ASSETS AND EQUITY; (3) ACQUISITIONS OF HUNAN AREA COMPANIES; AND SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders This supplemental circular should be read together with the notice of the AGM dated 28 May 2021. A letter from the Board is set out on pages 11 to 57 of this supplemental circular. A letter from the Independent Board Committee in relation to the transactions contemplated under the Capital Increase Agreement, the Assets and Equity Disposal Agreements and the Equity Acquisition Agreements is set out on page 58 of this supplemental circular. A letter from the Gram Capital, containing its advice to the Independent Board Committee and the Independent Shareholders in relation to the transactions contemplated under the Capital Increase Agreement, the Assets and Equity Disposal Agreements and the Equity Acquisition Agreements, is set out on pages 59 to 95 of this supplemental circular. 15 June 2021 CONTENTS Page Definitions ........................................................ 1 Letter from the Board ............................................... 11 Letter from the Independent Board Committee ........................... 58 Letter from Gram Capital ............................................ 59 Appendix I – Financial Information of the Group ................. 96 Appendix II – Management Discussion and Analysis................ 98 Appendix III – Accountants’ Report of Fuxin Development Group ..... 115 Appendix IV – Accountants’ Report of Changsha Group ............. 214 Appendix V – Accountants’ Report of Changde Company ........... 258 Appendix VI – Accountants’ Report of Pingjiang Company........... 300 Appendix VII – Unaudited Pro Forma Financial Information of the Enlarged Group.......................... 329 Appendix VIII – Summary of Valuation Report of New Energy Companies ......................... 341 Appendix IX – Summary of Valuation Report of Fuxin Development Group ....................................... 351 Appendix X – Summary of Valuation Reports of New Energy Assets and Equity.............................. 356 Appendix XI – Summary of Valuation Reports of Hunan Area Companies ......................... 414 Appendix XII – Letter from the Reporting Accountant of the Company on Valuation Reports................... 427 Appendix XIII – Letter on Profit Forecasts from the Board ............ 432 Appendix XIV – General Information ............................. 433 Supplemental Notice of the Annual General Meeting ...................... 441 –i– DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: “Acquisitions” means collectively, the acquisition of 37.19% equity interests in Fuxin Development and the acquisition of Hunan Area Companies; “AGM” means the annual general meeting of the Company to be held at 2:00 p.m. on Wednesday, 30 June 2021 at Oriental Garden Hotel, No. 6 Dongzhimen South Street, Dongcheng District, Beijing, the PRC; “Assets and Equity Disposal means collectively, the Assets Disposal Agreements and Agreements” the Equity Disposal Agreements; “Assets Disposal Agreements” means collectively, the Hangzhou Assets Disposal Agreement, the Longyou Assets Disposal Agreement, the Weifang Assets Disposal Agreement, the Laizhou Assets Disposal Agreement, the Wuhan Assets Disposal Agreement, the Huangshi Assets Disposal Agreement, the Zanhuang Assets Disposal Agreement and the Lechang Assets Disposal Agreement; “Board” means the board of directors of the Company; “Capital Increase” means the capital increase in Fuxin Development made by the Company pursuant to the Capital Increase Agreement; “Capital Increase Agreement” means the capital increase agreement entered into among the Company, Huadian Fuxin and Fuxin Development on 24 May 2021, in relation to the proposed capital increase in Fuxin Development by the Company; “CEA” means China Enterprise Appraisals Co., Ltd.* (北京中企華資產評估有限責任公司), an independent and duly qualified valuer in the PRC; “Changde Company” means Hunan Huadian Changde Power Generation Company Limited* (湖南華電常德發電有限公司), a non- wholly-owned subsidiary of China Huadian as at the Latest Practicable Date; –1– DEFINITIONS “Changde Equity Acquisition means the equity acquisition agreement entered into Agreement” between the Company and China Huadian on 24 May 2021, in relation to the proposed acquisition of 48.98% equity interests in Changde Company by the Company from China Huadian; “Changsha Company” means Hunan Huadian Changsha Power Generation Company Limited* (湖南華電長沙發電有限公司), a non- wholly-owned subsidiary of China Huadian as at the Latest Practicable Date; “Changsha Equity Acquisition means the equity acquisition agreement entered into Agreement” between the Company and China Huadian on 24 May 2021, in relation to the proposed acquisition of 70% equity interests in Changsha Company by the Company from China Huadian; “Changsha Group” means Changsha Company and Hunan Huadian Changyuan Investment Co. Ltd* (湖南華電長源投資有限公司), a wholly-owned subsidiary of Changsha Company as at the Latest Practicable Date; “Changxing Company” means Changxing Heping Huadian Wind Power Generation Company Limited* (長興和平華電風力發電有限公司), a wholly-owned subsidiary of Fuxin Development as at the Latest Practicable Date; “China Alliance” means China Alliance Appraisal Co., Ltd.* (北京中同華資產評估有限公司), an independent and duly qualified valuer in the PRC; “China Appraisal” means China United Assets Appraisal Group Co., Ltd.* (中聯資產評估集團有限公司), an independent and duly qualified valuer in the PRC; “China Huadian” means China Huadian Corporation Limited* (中國華電集團有限公司), a wholly PRC State-owned enterprise, and the controlling Shareholder of the Company, and where the context requires, means China Huadian and its subsidiaries and companies whose 30% or more equity interests are directly or indirectly held by China Huadian; –2– DEFINITIONS “Company” means Huadian Power International Corporation Limited* (華電國際電力股份有限公司), a Sino-foreign investment joint stock company limited by shares incorporated in the PRC, whose H shares and A shares are listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange, respectively; “connected person(s)” has the meaning ascribed to it under the Hong Kong Listing Rules that apply to the Company; “controlling Shareholder” has the meaning ascribed to it under the Hong Kong Listing Rules that apply to the Company; “Directors” means the directors of the Company; “Disposals” means collectively, the disposal of New Energy Companies, and the disposal of New Energy Assets and Equity; “Enlarged Group” means the Group upon completion of the transactions contemplated under the Capital Increase Agreement, the Assets and Equity Disposal Agreements and the Equity Acquisition Agreements; “Equity Acquisitions” means the equity acquisitions of Hunan Area Companies from China Huadian by the Company pursuant to the Equity Acquisition Agreements; “Equity Acquisition Agreements” means collectively, Changsha Equity Acquisition Agreement, Changde Equity Acquisition Agreement and Pingjiang Equity Acquisition Agreement; “Equity Disposal Agreements” means collectively, Hubei Equity Disposal Agreement and Hebei Equity Disposal Agreement; “Fuxin Development” means Huadian Fuxin Energy Development Company Limited* (華電福新能源發展有限公司), a wholly-owned subsidiary of Huadian Fuxin as at the Latest Practicable Date; “Fuxin Development Group” means Fuxin Development and its subsidiaries as at the Latest Practicable Date; –3– DEFINITIONS “Group” means the Company and its subsidiaries as at the Latest Practicable Date; “Guangdong Company” means Guangdong Huadian Qianshan Wind Power Generation Company Limited* (廣東華電前山風力發電有限公司), a wholly-owned subsidiary of Fuxin Development as at the Latest Practicable Date; “Hangzhou Assets Disposal means the assets disposal agreement entered into between Agreement” Hangzhou Banshan Company and Changxing Company on 24 May 2021, in relation to the proposed disposal of assets by Hangzhou Banshan Company

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