(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 0958)

FORM OF PROXY FOR THE 2020 FIRST H SHARE CLASS MEETING

TO BE HELD ON MONDAY, 6 JANUARY 2020 AT 10:00 A.M.

Number of H share(s) related

to this form of proxy (Note 1)

I(we) (Note 2)

of

H shares(s) (Note 1)

of Huaneng Renewables Corporation Limited (the "Company") hereby appoint (Note 3)

(I.D. No./Passport No.:

)

of

, or failing him the Chairman

of the Meeting as my(our) proxy to attend and vote for me(us) on the following resolution in accordance with the instruction(s) below and on my(our) behalf at the 2020 First H Share Class Meeting of the Company (the "H Share Class Meeting" or "Meeting") to be held at 10:00 a.m. on 6 January 2020 at the Headquarter of the Company, No. 23A Fuxing Road, Haidian District, Beijing, the People's Republic of China (the "PRC") for the purpose of considering and, if thought fit, passing the resolution as set out in the notice of H Share Class Meeting. In the absence of any indication, the proxy may vote for or against the resolution at his/her own discretion.

Special Resolution

For(Note 4)

Against(Note 4)

1.

THAT subject to the passing of this same resolution by the Independent H

Shareholders at the Extraordinary General Meeting, as approved by way of

poll by at least 75% of the votes attaching to the Shares held by the

Independent H Shareholders that are cast either in person or by proxy at the

Extraordinary General Meeting and with the number of votes cast by poll

against the resolution at the EGM by the Independent H Shareholders

amounting to not more than 10% of the votes attaching to all the Shares held

by the Independent H Shareholders:

(a)

subject to minimum valid acceptances of the H Share Offer being

received (and not, where permitted, withdrawn) by 4:00 p.m. on the

Closing Date (or such later time or date as China Huaneng may,

subject to the Takeovers Code decide) amounting to at least 90% of

the H Shares held by the Independent H Shareholders, the Delisting

be and is hereby approved; and

(b)

the board of directors of the Company, and/or unless the board of

directors of the Company determines otherwise, any two directors of

the Company be and are hereby authorised to take such other action

and execute such documents or deeds as he may consider necessary

or desirable for the purpose of implementing the Delisting including

but not limited to:

Special Resolution

For(Note 4)

Against(Note 4)

(i)

establishing a specific proposal to implement the Delisting

based on the actual circumstances, including but not limited

to determining the specific time of the Delisting;

(ii)

carrying out all relevant work in relation to the Delisting on

behalf of the Company, drafting, preparing, amending,

signing, delivering and performing all agreements,

announcements, circulars to shareholders and other

documentation regarding the Delisting and making

appropriate disclosure;

(iii)

signing and submitting any report or document to any

government regulatory authorities;

(iv)

unless the board of directors of the Company determines

otherwise, selecting and appointing qualified professional

parties, including but not limited to parties involved in the

Delisting such as financial advisers, lawyers etc.; and

(v)

carrying out all necessary actions, resolving and processing

other matters in relation to the Delisting on behalf of the

Company as permitted by relevant laws.

Date:

Signature:

(Note 5)

Notes:

  1. Please insert the number of share(s) registered in your name(s) relating to this form of proxy. If a number is inserted, the form of proxy will be deemed to relate only to those shares. If no number is inserted, this form of proxy will be deemed to relate to all of the shares in the capital of the Company registered in your name(s).
  2. Please insert full name(s) (in Chinese or English) and address(es) as shown on the register of members of the Company in BLOCK LETTERS.
  3. Please insert the name and address of your proxy. If this is left blank, the chairman of the H Share Class Meeting will act as your proxy. One or more proxies, who may not be member(s) of the Company, may be appointed to attend and vote in the Meeting provided that such proxies must attend the Meeting in person on your behalf. Any alteration made to this proxy form must be signed by the signatory.
  4. Important: If you wish to vote FOR any resolution, please indicate with a "9" in the appropriate space under "For". If you wish to vote AGAINST any resolution, please indicate with a "9" in the appropriate space under "Against". If no direction is given, your proxy may vote at his/her own discretion.
  5. This form of proxy must be signed by you or your attorney duly authorised in writing. If the appointer is a corporation, this form of proxy must be signed under its common seal or under hand by any directors or agents duly appointed by such corporation.
  6. In the case of joint holders of any shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders are present at the Meeting, either personally or by proxy, then the vote of the person, whose name stands first on the register of members in respect of such Shares shall be accepted to the exclusion of the vote(s) of the other joint holder(s).
  7. If the form of proxy is signed by another person under a power of attorney or other authority on behalf of the appointer, such power of attorney or other authority shall be notarized. The form of proxy and the notarized power of attorney or other authority must be lodged with the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H shares of the Company) not less than 24 hours before the time appointed for holding the H Share Class Meeting or 24 hours before the time appointed for taking the poll.
  8. The H Share Class Meeting is expected to take 30 minutes. Shareholders who attend the H Share Class Meeting shall be responsible for their own travel and accommodation expenses. Shareholders or their proxy(ies) shall show proof of identity when attending the H Share Class Meeting.

For identification purpose only

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Huaneng Renewables Corporation Ltd. published this content on 21 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 November 2019 00:10:02 UTC