PDF《FROM CHINA HUADIAN; AND》

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 circular, you should seek independent professional advice.

If you have sold or transferred all your shares in Huadian Power International Corporation Limited* (the Company ), you should at once hand this circular and the proxy form and reply slip 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 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. PRC (1) DISCLOSEABLE AND CONNECTED TRANSACTION ACQUISITION OF EQUITY INTEREST IN HUBEI POWER GENERATION FROM CHINA HUADIAN;

AND (2) CONTINUING CONNECTED TRANSACTIONS RESULTING FROM THE ACQUISITION AND ADJUSTMENT OF ANNUAL CAPS Financial Adviser to the Company Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A letter from the Board is set out on pages

1 to

29 of this circular. A letter from the Independent Board Committee is set out on pages

30 to

31 of this circular. A letter from the Independent Financial Adviser, containing its advice to the Independent Board Committee and the Independent Shareholders, is set out on pages

32 to

59 of this circular. The notice convening the EGM of the Company to be held at

2 p.m. on

30 June

2015 at Huabin International Hotel, No.4 Xuanwumennei Street Xicheng District, Beijing, the PRC was despatched to the Shareholders on

15 May 2015, which is reproduced on pages

116 to

119 of this circular. If you are eligible and intend to attend the EGM, please complete and return the reply slip despatched on

15 May

2015 in accordance with the instructions printed thereon on or before Tuesday,

9 June 2015. Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the proxy form despatched on

15 May

2015 in accordance with the instructions printed thereon not less than

24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending the EGM and voting in person if you so wish.

8 June

2015 *? For identification purpose only C i C Pages Definitions ii Letter from the Board

1 Letter from the Independent Board Committee

30 Letter from the Independent Financial Adviser

32 Appendix I C Valuation Report of Target Company

60 Appendix II C General Information

112 Notice of EGM

116 C ii C In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: A Shares means domestically listed domestic shares in the ordinary share capital of the Company, with a par value of RMB1.00 each, which are listed on the Shanghai Stock Exchange;

Acquisition means the acquisition of the 82.5627% equity interest in Hubei Power Generation by the Company from China Huadian, which is subject to the Independent Shareholders'

approval at the EGM;

Acquisition Agreement means the acquisition agreement dated

15 May

2015 entered into between the Company and China Huadian in relation to the proposed acquisition of equity interest in Hubei Power Generation which is subject to the Independent Shareholders approval at the EGM;