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GLOBAL OFFERING Sole Global Coordinator Joint Sponsors, Joint Bookrunners and Joint Lead Managers * For identification purpose only Stock Code: 0958 (A joint stock limited company incorporated in the People’s Republic of China with limited liability)

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  • GLOBAL OFFERING

    Sole Global Coordinator

    Joint Sponsors, Joint Bookrunners and Joint Lead Managers

    * For identification purpose only

    * For identification purpose only

    * For identification purpose only

    Stock Code: 0958

    (A joint stock limited company incorporated in the Peoples Republic of China with limited liability)

  • IMPORTANT

    IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should seekindependent professional advice.

    HUANENG RENEWABLES CORPORATION LIMITED*

    (A joint stock limited company incorporated in the Peoples Republic of China with limited liability)

    GLOBAL OFFERINGNumber of Offer Shares in the Global Offering : 2,485,710,000 H Shares (subject to the Over-

    allotment Option)Number of Hong Kong Offer Shares : 186,430,000 H Shares (subject to adjustment)

    Number of International Offer Shares : 2,299,280,000 H Shares (subject to adjustmentand the Over-allotment Option)

    Maximum Offer Price : HK$3.98 per H Share, plus brokerage of 1%, SFCtransaction levy of 0.003%, and Hong Kong StockExchange trading fee of 0.005% (payable in fullon application in Hong Kong dollars and subjectto refund on final pricing)

    Nominal value : RMB1.00 per H ShareStock code : 0958

    Sole Global Coordinator

    Joint Sponsors, Joint Bookrunners and Joint Lead Managers

    Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing CompanyLimited take no responsibility for the contents of this prospectus, make no representation as to its accuracy or completeness and expresslydisclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of thisprospectus.

    A copy of this prospectus, having attached thereto the documents specified in the paragraph headed Documents Delivered to the Registrar ofCompanies in Hong Kong and Available for Inspection in Appendix XI, has been registered by the Registrar of Companies in Hong Kong asrequired by Section 342C of the Hong Kong Companies Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and FuturesCommission and the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any other documentreferred to above.

    The Offer Price is expected to be fixed by agreement between the Joint Bookrunners (on behalf of the Underwriters) and us on the PriceDetermination Date. The Price Determination Date is expected to be on or around December 10, 2010 and, in any event, not later thanDecember 14, 2010. The Offer Price will be not more than HK$3.98 per Offer Share and is currently expected to be not less than HK$2.98per Offer Share, unless otherwise announced. Applicants for Hong Kong Offer Shares are required to pay, upon application, the maximumOffer Price of HK$3.98 per Offer Share for each Hong Kong Offer Share together with brokerage of 1%, SFC transaction levy of 0.003%,and Hong Kong Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$3.98 perOffer Share.

    If, for any reason, the Offer Price is not agreed by December 14, 2010 between the Joint Bookrunners (on behalf of the Underwriters) and us,the Global Offering will not proceed and will lapse.

    Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus,including the risk factors set out in the section headed Risk Factors.

    We are incorporated, and all of our businesses are located, in the PRC. Potential investors should be aware of the differences in legal,economic and financial systems between the PRC and Hong Kong and that there are different risk factors relating to investments in thePRC-incorporated companies. Potential investors should also be aware that the regulatory framework in the PRC is different from theregulatory framework in Hong Kong and should take into consideration the different market nature of our Shares. Such differences and riskfactors are set out in the section headed Risk Factors and in Appendix VIII Summary of Principal PRC and Hong Kong Legal andRegulatory Provisions and Appendix IX Summary of the Articles of Association in this prospectus.

    The Offer Shares have not been and will not be registered under the Securities Act and may not be offered, sold, pledged ortransferred within the United States, except that Offer Shares may be offered, sold or delivered to QIBs in reliance on an exemptionfrom registration under the Securities Act provided by, and in accordance with the restrictions of, Rule 144A or outside the UnitedStates in accordance with Rule 903 or Rule 904 of Regulation S.

    December 6, 2010* For identification purpose only

  • EXPECTED TIMETABLE

    The Company will issue an announcement in Hong Kong to be published in the South China Morning Post(in English) and the Hong Kong Economic Times (in Chinese) if there is any change in the following expectedtimetable of the Hong Kong Public Offering.

    Date(1)

    Application lists of the Hong Kong Public Offering open(2) . . . . . . . . . . . . . . . . . . . . . . 11:45 a.m. on Thursday,December 9, 2010

    Latest time for lodging WHITE and YELLOW Application Forms . . . . . . . . . . . . . . 12:00 noon on Thursday,December 9, 2010

    Latest time to give electronic application instructions to HKSCC(3) . . . . . . . . . . . . . 12:00 noon on Thursday,December 9, 2010

    Latest time to complete electronic applications under White Form eIPO servicethrough the designated website www.eipo.com.hk(4) . . . . . . . . . . . . . . . . . . . . . . . . . 11:30 a.m. on Thursday,

    December 9, 2010

    Latest time to complete payment for White Form eIPO applications by effectinginternet banking transfer(s) or PPS payment transfer(s) . . . . . . . . . . . . . . . . . . . . . . .

    12:00 noon on Thursday,December 9, 2010

    Application lists of the Hong Kong Public Offering close . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Thursday,December 9, 2010

    Expected Price Determination Date(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday,December 10, 2010

    Announcement of:

    the Offer Price;

    the level of applications in the Hong Kong Public Offering;

    the level of indications of interest in the International Offering; and

    the basis of allotment of the Hong Kong Offer Shares

    will be published in the South China Morning Post (in English) and the Hong KongEconomic Times (in Chinese) and on the Companys website at www.hnr.com.cnand the website of the Hong Kong Stock Exchange at www.hkexnews.hk on orbefore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday,

    December 15, 2010

    Announcement of results of allotment of the Hong Kong Public Offering (withsuccessful applicants identification document numbers or Hong Kong Businessregistration numbers, where applicable) be available through a variety of channels,including the websites of the Hong Kong Stock Exchange at www.hkexnews.hkand our Company at www.hnr.com.cn, as described in the section headed How toApply for the Hong Kong Offer Shares 10. Results of Allocations in thisprospectus from . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    Wednesday,December 15, 2010

    Results of allocations in the Hong Kong Public Offering will be available atwww.iporesults.com.hk with a search by ID function from . . . . . . . . . . . . . . . . . Wednesday,

    December 15, 2010

    i

  • EXPECTED TIMETABLE

    Date(1)H Share certificates in respect of wholly or partially successful applications will bedispatched or deposited into CCASS on or before(6 and 7) . . . . . . . . . . . . . . . . . . . . . . Wednesday,

    December 15, 2010

    Refund cheques (if applicable) will be dispatched on or before(8) . . . . . . . . . . . . . . . . . Wednesday,December 15, 2010

    White Form e-Refund Payment Instructions will be dispatched on or before(8) . . . . . . . Wednesday,December 15, 2010

    Dealings in H Shares on the Stock Exchange to commence on . . . . . . . . . . . . . . . . . . . Thursday,December 16, 2010

    Notes:

    (1) All dates and times refer to Hong Kong local time and dates unless otherwise stated.

    (2) If there is a black rainstorm warning or a tropical cyclone warning signal number eight or above in force in Hong Kong at any timebetween 9:00 a.m. and 12:00 noon on Thursday, December 9, 2010, the application lists will not open on that day. Further informationis set out in the section headed How to Apply for the Hong Kong Offer Shares 7. When May Applications Be Made (e) Effectsof Bad Weather Conditions on the Opening of the Application Lists in this prospectus.

    (3) Applicants who apply for the Hong Kong Offer Shares by giving electronic application instructions to HKSCC should refer to thesection headed How to Apply for the Hong Kong Offer Shares 6. Applying by Giving Electronic Application Instructions toHKSCC in this prospectus.

    (4) You will not be permitted to submit your application through the designated website at www.eipo.com.hk after 11:30 a.m. on the lastday for submitting applications. If you have already submitted your application and obtained an application reference number from thedesignated website at or before 11:30 a.m., you will be permitted to continue the application process (by completing payment ofapplication monies) until 12:00 noon on the last day for submitting applications, at which time the application lists will close.

    (5) The Price Determination Date, being the date on which the Offer