Huaneng Renewables : JOINT ANNOUNCEMENT (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

(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

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 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.

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LETTER OF INTENT

China Huaneng and Huaneng Renewables are pleased to inform the Shareholders that on 10 December 2019, Pentwater Capital Management Europe LLP (the "Relevant Shareholder") has given a letter of intent (the "Letter of Intent") in favour of China Huaneng and CLSA Capital Markets Limited regarding their intention to support the Delisting. The Relevant Shareholder owned 310,052,000 H Shares as of 6 December 2019, being the commencement date of the period which the Register is closed for the determination of entitlements to attend and vote at the H Share Class Meeting and the Extraordinary General Meeting, representing approximately 6.16% of the total issued H Shares and 2.93% of the total issued share capital of Huaneng Renewables at the date of this joint announcement, and currently owns 363,288,000 H Shares in Huaneng Renewables, representing approximately 7.22% of the total issued H Shares and 3.44% of the total issued share capital of Huaneng Renewables at the date of this joint announcement.

The Relevant Shareholder has confirmed its intention:

1. to exercise all voting rights attached to all of the H Shares which it is the direct and/or indirect sole beneficial owner of or is otherwise able to control the exercise of all right attaching to, in each case, as at the time of the Extraordinary General Meeting and the H Share Class Meeting (the "Meetings") in favour of the resolutions to be put forward to the Meetings to approve the Delisting; and
2. to accept or procure acceptance of the H Share Offer in accordance with its terms in respect of all of the H Shares which it holds during the H Share Offer.

Such confirmation is not legally binding and if the Relevant Shareholder changes its intention, it shall notify China Huaneng and CLSA Capital Markets Limited.

The Letter of Intent shall lapse when the H Share Offer is withdrawn, lapsed or closed.

WARNING

Nothing in the above statement should be taken as an invitation, solicitation or investment advice of any kind and neither China Huaneng and Huaneng Renewables and Relevant Shareholder, nor their respective subsidiaries, assumes any responsibility whatsoever for any loss howsoever arising from the use or reliance of any information set out above. The statements in the Letter of Intent were made without assuming any legal obligations and are non-binding on the part of the Relevant Shareholder. Further announcement will be made by China Huaneng and Huaneng Renewables if the Relevant Shareholder informs them of any change of such intention.

The H Share Offer is conditional upon the satisfaction of the Conditions as described in the Composite Document in all aspects. Shareholders and/or potential investors of Huaneng Renewables should therefore exercise caution when dealing in the securities of Huaneng

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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, 11 December 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.

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 directors of 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 relating to Huaneng Renewables and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement expressed by the directors of Huaneng Renewables 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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