Huaneng Renewables : JOINT ANNOUNCEMENT DESPATCH OF THE COMPOSITE DOCUMENT IN RELATION TO (1) VOLUNTARY CONDITIONAL OFFER BY CLSA LIMITED ON BEHALF OF CHINA HUANENG TO ACQUIRE ALL OF THE ISSUED H SHARES IN HUANENG RENEWABLES AND (2) PROPOSED VOLUNTARY WITHDRAWAL OF LISTING OF THE H SHARES OF HUANENG RENEWABLES

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement, 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 joint announcement.

This joint announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Huaneng Renewables nor shall there be any sale, purchase or subscription for securities of Huaneng Renewables in any jurisdiction in which such offer, solicitation or sale would be unlawful absent the filing of a registration statement or the availability of an applicable exemption from registration or other waiver.

This joint announcement is not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

CHINA HUANENG GROUP CO., LTD.*
中國華能集團有限公司
(A limited liability company incorporated in	(A joint stock limited company incorporated in
the People's Republic of China)	the People's Republic of China with limited
	liability)
	(Stock Code: 0958)

JOINT ANNOUNCEMENT

DESPATCH OF THE COMPOSITE DOCUMENT IN RELATION TO

(1) VOLUNTARY CONDITIONAL OFFER

BY CLSA LIMITED ON BEHALF OF CHINA HUANENG

TO ACQUIRE ALL OF THE ISSUED H SHARES IN

HUANENG RENEWABLES

AND

(2) PROPOSED VOLUNTARY WITHDRAWAL

OF LISTING OF THE H SHARES OF HUANENG RENEWABLES

EXCLUSIVE FINANCIAL ADVISER TO CHINA HUANENG

INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT BOARD COMMITTEE

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Reference is made to (i) the announcement jointly issued by China Huaneng Group Co., Ltd.* ("China Huaneng") and Huaneng Renewables Corporation Limited* ("Huaneng Renewables") dated 3 October 2019 in relation to the voluntary conditional offer by CLSA Limited on behalf of China Huaneng to acquire all of the issued H Shares in Huaneng Renewables (the "H Share Offer"); and the proposed voluntary withdrawal of listing of the H Shares of Huaneng Renewables (the "Delisting") and (ii) the announcements jointly issued by China Huaneng and Huaneng Renewables dated 24 October 2019 and 31 October 2019 in relation to the delay in despatch of the Composite Document and (iii) the composite document dated 21 November 2019 (the "Composite Document") jointly issued by China Huaneng and Huaneng Renewables in relation to the H Share Offer and the Delisting.

Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Composite Document.

DESPATCH OF THE COMPOSITE DOCUMENT

The Composite Document containing, inter alia, (a) further details of the H Share Offer; (b) the expected timetable relating to the H Share Offer; (c) the Delisting; (d) the recommendation from the Independent Board Committee with respect to the H Share Offer and the Delisting; (e) the advice of Gram Capital to the Independent Board Committee; (f) a notice of the Extraordinary General Meeting to approve the Delisting; (g) a notice of the H Share Class Meeting to approve the Delisting, and other particulars required by the Listing Rules and the Takeovers Code (if any), together with the Form of Acceptance, will be despatched to the H Shareholders on 21 November 2019.

EXPECTED TIMETABLE

The H Share Offer will commence on Thursday, 21 November 2019 and the latest time and date for acceptance of the H Share Offer is at 4:00 p.m. on Monday, 20 January 2020. Pursuant to Rule 15.5 of the Takeovers Code, except with the consent of the Executive, the H Share Offer (whether revised or not) may not become or be declared unconditional as to acceptances after 7:00 p.m. on the 60th date after the Composite Document was posted. China Huaneng may further apply to extend the latest date to declare the H Share Offer unconditional as to acceptances beyond Monday, 20 January 2020 and the Executive may or may not grant such consent.

If the H Share Offer is extended (with the consent of the Executive), the announcement of such extension will state the next closing date.

The expected timetable set out below is indicative only and may be subject to changes. Any changes to the timetable will be jointly announced by China Huaneng and Huaneng Renewables by way of announcement(s) as soon as possible. Unless otherwise expressly stated, all references to dates and times contained in this expected timetable refer to Hong Kong dates and times.

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Despatch date of the Composite Document and commencement of the H Share Offer (Note 1)

Latest time for lodging transfers of the H Shares in order to be entitled to attend and vote at the Extraordinary General Meeting and/or the H Share Class Meeting

Closure of the Register for the determination of entitlements of the Independent H Shareholders to attend and vote at the Extraordinary General Meeting and/or the H Share Class Meeting

Last day for return of reply slip for the Extraordinary General Meeting and/or the H Share Class Meeting (Note 2)

Latest time for lodging proxy form(s) in respect of the Extraordinary General Meeting (Note 3)

Latest time for lodging proxy form(s) in respect of the H Share Class Meeting (Note 3)

Extraordinary General Meeting

H Share Class Meeting

Announcement of the results of the Extraordinary General Meeting and the H Share Class Meeting

Re-opening of the Register

First Closing Date (Note 4)

Latest time for acceptance of the H Share Offer on the First Closing Date (Note 5)

Announcement of the results of the H Share Offer on the First Closing Date

Latest time for the H Share Offer to become or be declared unconditional as to acceptances (if not already unconditional) (Note 7)

Thursday, 21 November 2019

4:30 p.m. on Thursday, 5 December 2019

Friday, 6 December 2019 to Monday, 6 January 2020 (both dates inclusive)

Monday, 16 December 2019

9:30 a.m. on Sunday, 5 January 2020

10:00 a.m. on Sunday, 5 January 2020

9:30 a.m. on Monday, 6 January 2020

10:00 a.m. on Monday, 6 January 2020

by 7:00 p.m. on Monday, 6 January 2020

Tuesday, 7 January 2020

Monday, 20 January 2020

4:00 p.m. on Monday, 20 January 2020

by 7:00 p.m. on Monday, 20 January 2020

7:00 p.m. on Monday, 20 January 2020

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Latest date for posting of remittances for the amounts due under	Friday, 31 January 2020
the H Share Offer in respect of valid acceptances received at
or before the latest time for acceptances of the H Share Offer
on the First Closing Date (assuming the H Share Offer has
become unconditional in all respects on the First Closing
Date) (Note 6)
Final Closing Date (assuming the H Share Offer has become	Monday, 17 February 2020
unconditional in all respects on the First Closing Date) (Note 8)
Latest time for the H Share Offer remaining opening for	4:00 p.m. on Monday,
acceptance on the Final Closing Date and closing of the	17 February 2020
H Share Offer (Note 8)
Announcement of the results of the H Share Offer on the Final	by 7:00 p.m. on Monday,
Closing Date	17 February 2020
Last day of trading in the H Shares on the Stock Exchange,	Monday, 17 February 2020
assuming the Delisting is approved
Voluntary withdrawal of the listing of the H Shares from the	4:00 p.m. on Monday,
Stock Exchange (Note 9)	24 February 2020
Latest date for posting of remittances for the amounts due under	Wednesday, 26 February 2020
the H Share Offer in respect of valid acceptances received at
or before the latest time for acceptances of the H Share Offer
on the Final Closing Date (assuming the H Share Offer has
become unconditional in all respects on the First Closing
Date) (Note 6)

Notes:

1. The H Share Offer is made on Thursday, 21 November 2019, the date of posting of the Composite Document, and is capable of being accepted on and from this date.
2. The reply slip should be duly completed and returned to the Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong on Monday, 16 December 2019 (i.e. 20 clear days prior to the date of convening of the Extraordinary General Meeting and the H Share Class Meeting). Failure to return the reply slip will not affect the Independent H Shareholders' right to attend the Extraordinary General Meeting and the H Share Class Meeting.
3. The proxy form should be deposited with the Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible and in any event by the time stated above, in order to be valid. Completion and return of a proxy form for the Extraordinary General Meeting and/or the H Share Class Meeting will not preclude an Independent H Shareholder from attending the Extraordinary General Meeting and/or the H Share

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Class Meeting and, as the case may be, voting in person if he/she/it so wishes and if such Independent H Shareholder has notified Huaneng Renewables not less than 24 hours in writing before the time appointed for any adjournment of the Extraordinary General Meeting and the H Share Class Meeting. In such event, the returned proxy form will be deemed to have been revoked.

1. It is assumed that the H Share Offer has not become unconditional as to acceptances or in all respects prior to the First Closing Date. In accordance with the Takeovers Code, the H Share Offer must initially be opened for acceptance for at least 21 days following the date on which the Composite Document was posted. Pursuant to Rule 15.5 of the Takeovers Code, except with the consent of the Executive, the H Share Offer may not become or be declared unconditional as to acceptance after 7:00 p.m. on the 60th day after the posting of the Composite Document.
2. Unless the H Share Offer has previously become or been declared unconditional, revised or extended, the latest time and date for acceptance of the H Share Offer is 4:00 p.m. on the First Closing Date. Please refer to Appendix I to the Composite Document for additional information on how to accept the H Share Offer.
3. Pursuant to Rule 20.1 of the Takeovers Code, settlement in cash in respect of acceptances of the H Share Offer will be made within 7 business days (as defined under the Takeovers Code) of the later of the date on which the H Share Offer has become or is declared unconditional and the date on which the H Shares are tendered for acceptance of the H Share Offer. Relevant documents of title must be received by the Registrar to render each acceptance of the H Share Offer complete and valid. Remittances in respect of the H Shares tendered for acceptance and taken up by China Huaneng under the H Share Offer (after, if applicable, deducting the seller's ad valorem stamp duty arising therefrom) will be posted to the H Shareholders by ordinary post at their own risk.
4. Pursuant to Rule 15.5 of the Takeovers Code, except with the consent of the Executive, the H Share Offer (whether revised or not) may not become or be declared unconditional as to acceptances after 7:00 p.m. on the 60th date after the Composite Document was posted. China Huaneng may further apply to extend the latest date to declare the H Share Offer unconditional as to acceptances beyond Monday, 20 January 2020 and the Executive may or may not grant such consent.
5. In compliance with the note to Rule 2.2 and Rule 15.3 of the Takeovers Code, where the H Share Offer becomes or is declared unconditional in all respects, it should remain open for acceptance for not less than 28 days thereafter. At least 14 days' notice in writing must be given before the H Share Offer is closed to the H Shareholders who have not accepted the H Share Offer if the announcement to extend the H Share Offer does not state the next closing date. China Huaneng reserves the right to extend the H Share Offer beyond this 28-day period.
6. It is currently expected that the voluntary withdrawal of listing of the H Shares from the Stock Exchange would happen at 4:00 p.m. on Monday, 24 February 2020, subject to the satisfaction of any conditions for delisting such securities from the Stock Exchange, and receipt of any regulatory approvals required for such delisting.
7. Beneficial owners of the H Shares who hold their H Shares in CCASS directly as an investor participant or indirectly via a broker or custodian participant should note the timing requirements for causing instructions to be made to CCASS in accordance with the General Rules of CCASS and CCASS Operational Procedures.
8. The latest time and date for acceptance of the H Share Offer, the latest date for posting of remittances for the amounts due under the H Share Offer in respect of valid acceptances, the last day of trading of H Shares and voluntary withdrawal of listing of the H Shares will not take effect if there is a tropical cyclone warning signal number 8 above, or a "black" rainstorm warning, in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the such relevant date. Instead, such relevant date will be rescheduled to the same time on the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m.

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EFFECT OF ACCEPTANCE OF THE H SHARE OFFER AND RIGHT OF WITHDRAWAL

The H Share Offer is conditional upon fulfilment of the Conditions set out in the Letter from CLSA Limited from pages 13 to 14 of the Composite Document. Acceptance of the H Share Offer tendered by the H Shareholders shall be irrevocable and cannot be withdrawn, except in the circumstances set out in the following paragraph or in compliance with Rule 17 of the Takeovers Code, which provides that an acceptor of the H Share Offer shall be entitled to withdraw his/her/its acceptance after 21 days from the First Closing Date if the H Share Offer has not by then become unconditional as to acceptances. An acceptor of the H Share Offer may withdraw his/her/its acceptance by lodging a notice in writing signed by the acceptor (or his/her/its agent duly appointed in writing and evidence of whose appointment is produced together with the notice) to the Registrar.

Under Rule 19.2 of the Takeovers Code, if China Huaneng is unable to comply with any of the requirements of making announcements relating to the H Share Offer set out in the section headed "5. ANNOUNCEMENTS" of Appendix I to the Composite Document, the Executive may require that the H Shareholders who have tendered acceptances to the H Share Offer be granted a right of withdrawal on terms that are acceptable to the Executive until the requirements set out in that paragraph are met.

WARNING: The Independent H Shareholders should read the Composite Document (together with the Form of Acceptance) carefully, including the recommendation of the Independent Board Committee and the advice from Gram Capital, before deciding whether or not to accept the H Share Offer.

The H Share Offer is conditional upon the satisfaction of the Conditions as described in the Composite Document in all aspects. Accordingly, the H Share Offer may or may not become unconditional and the issue of the Composite Document does not imply that the H Share Offer or the Delisting will be completed. Shareholders and/or potential investors of Huaneng Renewables should therefore exercise caution when dealing in the securities of Huaneng Renewables (including the H Shares and any options or rights in respect of them). Persons who are in doubt as to the action they should take should consult their licensed securities dealers or registered institutions in securities, bank managers, solicitors, professional accountants or other professional advisers.

On behalf of the board of	On behalf of the board of
China Huaneng Group Co., Ltd.*	Huaneng Renewables Corporation Limited*
SHU Yinbiao	LIN Gang
Chairman	Chairman
Beijing, the PRC, 21 November 2019

As at the date of this joint announcement, the China Huaneng Board comprises: Mr. SHU Yinbiao, Mr. DENG Jianling, Mr. ZHANG Fusheng, Mr. ZHU Yuanchao, Mr. YANG Qing and Mr. SHEN Diancheng.

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The directors of China Huaneng jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to Huaneng Renewables) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than that expressed by the Huaneng Renewables Board) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

As at the date hereof, the Huaneng Renewables Board comprises: Mr. LIN Gang, Mr. CAO Shiguang and Mr, WEN Minggang as executive directors, Mr. WANG Kui, Mr. DAI Xinmin and Mr. ZHAI Ji as non-executive directors, and Mr. QI Hesheng, Ms. ZHANG Lizi, Mr. WOO Kar Tung, Raymond and Mr. ZHU Xiao as independent non-executive directors.

The directors of Huaneng Renewables jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to China Huaneng and parties acting in concert with it) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than that expressed by the China Huaneng Board and parties acting in concert with China Huaneng) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

* For identification purpose only

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