Huaneng Renewables : NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

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

(Stock Code: 0958)

NOTICE OF 2020 FIRST EXTRAORDINARY GENERAL MEETING

Notice is hereby given that the 2020 First Extraordinary General Meeting (the "EGM") of Huaneng Renewables Corporation Limited (the "Company") will be held at the head office of the Company at No. 23A Fuxing Road, Haidian District, Beijing, the People's Republic of China (the "PRC") at 9:30 a.m. on Monday, 6 January 2020 for the purpose of considering and, if thought fit, passing the following resolution 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 EGM, 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.

Capitalised terms defined in the composite document dated 21 November 2019 jointly issued by the Company and China Huaneng shall have the same meanings when used herein unless otherwise specified.

SPECIAL RESOLUTION:

THAT subject to the passing of this same resolution by the Independent H Shareholders at the H Share Class Meeting, as approved by way of poll by at least 75% of the votes attaching to the H Shares held by the Independent H Shareholders that are cast either in person or by proxy at the H Share Class Meeting and with the number of votes cast by poll against the resolution by the Independent H Shareholders at the H Share Class Meeting amounting to not more than 10% of the votes attaching to all the H Shares held by the Independent H Shareholders:

1. subject to minimum valid acceptances of the H Share Offer being received (and not, where permitted, withdrawn) by 4:00 p.m. on the Closing Date (or such later time or date as China Huaneng may, subject to the Takeovers Code decide) amounting to at least 90% of the H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

• For identification purpose only

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1. 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:
2. 1. 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;
   2. 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;
   3. signing and submitting any report or document to any government regulatory authorities;
   4. 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
   5. 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.

By order of the Board

Huaneng Renewables Corporation Limited

LIN Gang

Chairman of the Board

Beijing, the PRC, 21 November 2019

As at the date of this notice, the Company's Executive Directors are Mr. LIN Gang, Mr. CAO Shiguang and Mr. WEN Minggang; Non-executive Directors are Mr. WANG Kui, Mr. DAI Xinmin and Mr. ZHAI Ji; and Independent Non-executive Directors are Mr. QI Hesheng, Ms. ZHANG Lizi, Mr. WOO Kar Tung, Raymond and Mr. ZHU Xiao.

Notes:

1. In order to determine the shareholders of H shares who will be entitled to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 6 December 2019 to Monday, 6 January 2020, both days inclusive, during which period no transfer of the Company's shares will be registered. To be eligible to attend and vote at the EGM, all instruments of transfer accompanied by relevant share certificates must be lodged with the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Thursday, 5 December 2019. Shareholders whose names are recorded in the register of members of the Company on Friday, 6 December 2019 are entitled to attend the EGM.

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1. A shareholder entitled to attend and vote at the EGM may appoint one or more proxies (whether he/she is a shareholder) to attend and vote at the EGM on his or her behalf.
2. The instrument to appoint a proxy shall be signed by the appointer or his attorney duly authorised in writing or, in the case of a legal person, must be either executed under its common seal or under the hand of its directors or attorney duly authorised.
3. To be valid, the form of proxy 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, Wan Chai, Hong Kong within 24 hours prior to the holding of the EGM. If such instrument is signed by another person under a power of attorney or other authorisation documents given by the appointer, such power of attorney or other authorisation documents shall be notarised. The notarised power of attorney or other authorisation documents shall, together with the instrument appointing the proxy, be deposited at the specified place at the time set out in such instrument.
4. If the appointer is a legal person, its legal representative or any person authorised by resolutions of the board of directors or other governing bodies may attend the EGM on behalf of the appointer.
5. The Company has the right to request a proxy who attends the EGM on behalf of a shareholder to provide proof of identity.
6. Shareholders intending to attend the EGM must return the reply slip to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited (for holders of H shares of the Company), at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong by hand, by post or by fax on or before Monday, 16 December 2019.

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