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 People’s Republic of China with limited liability)

GLOBAL OFFERING

Number 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 : 248,572,000 H Shares (subject to adjustment)Number of International Offer Shares : 2,237,138,000 H Shares (subject to adjustment

and the Over-allotment Option)Maximum Offer Price : HK$2.98 per H Share, plus brokerage of 1%, SFC

transaction levy of 0.003%, and Stock Exchangetrading fee of 0.005% (payable in full onapplication in Hong Kong dollars and subject torefund 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 June 3, 2011 and, in any event, not later than June 8, 2011.The Offer Price will be not more than HK$2.98 per Offer Share and is currently expected to be not less than HK$2.28 per Offer Share, unlessotherwise announced. Applicants for Hong Kong Offer Shares are required to pay, upon application, the maximum Offer Price of HK$2.98per Offer Share for each Hong Kong Offer Share together with brokerage of 1%, SFC transaction levy of 0.003%, and Stock Exchangetrading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$2.98 per Offer Share.

If, for any reason, the Offer Price is not agreed upon by June 8, 2011 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 Rule 144Aunder the Securities Act, or another exemption from, or in a transaction not subject to, the registration requirements under theSecurities Act, and outside the United States in offshore transactions in accordance with Regulation S under the Securities Act.

May 30, 2011* 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,June 2, 2011

Latest time for lodging WHITE and YELLOW Application Forms . . . . . . . . . . . . . . 12:00 noon on Thursday,June 2, 2011

Latest time to give electronic application instructions to HKSCC(3) . . . . . . . . . . . . . 12:00 noon on Thursday,June 2, 2011

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,

June 2, 2011

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,

June 2, 2011

Application lists of the Hong Kong Public Offering close . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Thursday,June 2, 2011

Expected Price Determination Date(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday,June 3, 2011

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 Company’s website at www.hnr.com.cnand the website of the Stock Exchange at www.hkexnews.hk on or before . . . . . . .

Thursday,June 9, 2011

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 Stock Exchange at www.hkexnews.hk and ourCompany at www.hnr.com.cn, as described in the section headed “How to Applyfor the Hong Kong Offer Shares — 10. Results of Allocations” in this prospectusfrom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Thursday,June 9, 2011

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

June 9, 2011

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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) . . . . . . . . . . . . . . . . . . . . . . Thursday,

June 9, 2011

Refund cheques (if applicable) will be dispatched on or before(8) . . . . . . . . . . . . . . . . . Thursday,June 9, 2011

White Form e-Refund Payment Instructions will be dispatched on or before(8) . . . . . . . Thursday,June 9, 2011

Dealings in H Shares on the Stock Exchange to commence on . . . . . . . . . . . . . . . . . . . Friday,June 10, 2011

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, June 2, 2011, the application lists will not open on that day. Further information is setout in the section headed “How to Apply for the Hong Kong Offer Shares — 7. When May Applications Be Made — (e) Effects ofBad 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 Price is to be determined, is expected to be on or about Friday,June 3, 2011, and in any event no later than Wednesday, June 8, 2011. If, for any reason, the Offer Price is not agreed on or beforeWednesday, June 8, 2011, the Global Offering (including the Hong Kong Public Offering) will not proceed and will lapse.

(6) The Company will not issue any temporary documents of title in respect of the Offer Shares. H Share certificates will only becomevalid certificates of title at 8:00 a.m. on Friday, June 10, 2011 (Hong Kong time), provided that (i) the Global Offering has becomeunconditional in all respects and (ii) the Underwriting Agreements have not been terminated in accordance with their respective terms.Investors who trade H Shares on the basis of publicly available allocation details prior to the receipt of share certificates or prior to theshare certificates becoming valid certificates of title do so entirely at their own risk.

(7) Applicants who apply on WHITE Application Forms or through White Form eIPO service for 1,000,000 H Shares or more under theHong Kong Public Offering and have indicated in their Application Forms that they wish to collect any refund cheques (whereapplicable) and H Share certificates in person may do so from the Company’s H Share Registrar, Computershare Hong Kong InvestorServices Limited from 9:00 a.m. to 1:00 p.m. on Thursday, June 9, 2011. Identification and (where applicable) authorizationdocuments acceptable to Computershare Hong Kong Investor Services Limited must be produced at the time of collection.

Applicants who apply on YELLOW Application Forms for 1,000,000 H Shares or more under the Hong Kong Public Offering andhave indicated in their Application Forms that they wish to collect refund cheques in person may collect their refund cheques (if any)but may not elect to collect their H Share certificates, which will be deposited into CCASS for credit to their designated CCASSParticipants’ stock accounts or CCASS Investor Participant stock accounts, as appropriate. The procedure for collection of refundcheques for applicants who apply on YELLOW Application Forms for H Shares is the same as that for WHITE Application Formapplicants.

Applicants being individuals who opt for personal collection must not authorize any person to make collection on their behalf.Applicants being corporations which opt for personal collection must attend by their authorized representatives with letters ofauthorization of their corporations stamped with the corporation’s chops (bearing the name of the corporations). Both individuals andauthorized representatives of corporations (as applicable) must produce, at the time of collection, evidence of identity and authority (asapplicable) acceptable to the Company’s H Share Registrar.

Uncollected H Share certificates and refund cheques will be dispatched by ordinary post (at the applicants’ own risk) to the addressesspecified in the relevant Application Forms. Further information is set out in the section headed “How to Apply for the Hong KongOffer Shares — 11. Dispatch/Collection of H Share Certificates and Refunds of Application Monies” in this prospectus.

— ii —

EXPECTED TIMETABLE

For details of the structure of the Global Offering, including conditions of the Hong Kong Public Offering, please refer to the sectionheaded “Structure of the Global Offering.”

(8) e-Refund payment instructions or refund cheques will be issued in respect of wholly or partially unsuccessful applications and inrespect of successful applications if the final Offer Price is less than the price payable on application. Part of your Hong Kong IdentityCard number/passport number, or, if you are joint applicants, part of the Hong Kong Identity Card number/passport number of thefirst-named applicant, provided by you may be printed on your refund cheques, if any. Such data would also be transferred to a thirdparty for refund purpose. Your banker may require verification of your Hong Kong Identity Card number/passport number beforecashing of your refund cheques. Inaccurate completion of your Hong Kong Identity Card number/passport number may lead to delayin encashment of or may invalidate your refund cheques.

— iii —

CONTENTS

IMPORTANT NOTICE TO INVESTORS

This prospectus is issued by Huaneng Renewables Corporation Limited solely in connection with theHong Kong Public Offering and the Hong Kong Offer Shares and does not constitute an offer to sell or asolicitation of an offer to buy any security other than the Hong Kong Offer Shares offered by thisprospectus pursuant to the Hong Kong Public Offering. This prospectus may not be used for the purposeof, and does not constitute, an offer or invitation in any other jurisdiction or in any other circumstances.No action has been taken to permit a public offering of the Offer Shares in any jurisdiction other thanHong Kong and no action has been taken to permit the distribution of this prospectus in any jurisdictionother than Hong Kong. The distribution of this prospectus and the offering and sale of the Offer Shares inother jurisdictions are subject to restrictions and may not be made except as permitted under the applicablesecurities laws of such jurisdictions pursuant to registration with or authorization by the relevant securitiesregulatory authorities or an exemption therefrom.

You should rely only on the information contained in this prospectus and the Application Forms to makeyour investment decision. We have not authorized anyone to provide you with information that is differentfrom what is contained in this prospectus. Any information or representation not made in this prospectus mustnot be relied on by you as having been authorized by us, the Sole Global Coordinator, the Joint Bookrunners,the Joint Sponsors, the Underwriters, any of their respective directors or any other person or party involvedin the Global Offering.

Page

EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i

CONTENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iv

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

GLOSSARY OF TECHNICAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

WAIVERS AND EXEMPTION FROM COMPLIANCE WITH THE LISTING RULES AND THECOMPANIES ORDINANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING . . . . . . . . . . . . . . . . 52

DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING . . . . . . . . 57

CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

REGULATORY ENVIRONMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82

HISTORY, REORGANIZATION AND CORPORATE STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . 91

BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104

— iv —

CONTENTS

Page

RELATIONSHIP WITH CONTROLLING SHAREHOLDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143

CONNECTED TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159

DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT AND EMPLOYEES . . . . . . . . . . . . . . . . . . 168

SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 179

SUBSTANTIAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 182

CORNERSTONE INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184

FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191

FUTURE PLANS AND USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 230

UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 232

STRUCTURE OF THE GLOBAL OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 239

HOW TO APPLY FOR THE HONG KONG OFFER SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 244

FURTHER TERMS AND CONDITIONS OF THE HONG KONG PUBLIC OFFERING . . . . . . . . . . . . 256

APPENDIX I : ACCOUNTANTS’ REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1

APPENDIX II : UNAUDITED PRO FORMA FINANCIAL INFORMATION . . . . . . . . . . . . . . . . II-1

APPENDIX III : PROFIT FORECAST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-1

APPENDIX IV : PROPERTY VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-1

APPENDIX V : PROJECT PORTFOLIO OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . V-1

APPENDIX VI : TECHNICAL REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VI-1

APPENDIX VII : TAXATION AND FOREIGN EXCHANGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VII-1

APPENDIX VIII : SUMMARY OF PRINCIPAL PRC AND HONG KONG LEGAL ANDREGULATORY PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIII-1

APPENDIX IX : SUMMARY OF THE ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . IX-1

APPENDIX X : STATUTORY AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . X-1

APPENDIX XI : DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES INHONG KONG AND AVAILABLE FOR INSPECTION . . . . . . . . . . . . . . . . . . XI-1

— v —

SUMMARY

This summary is an overview of the information contained in this prospectus and does not contain allthe information that may be important to you. You should read the whole document before you decide toinvest in the Offer Shares.

There are risks associated with any investment. Some of the particular risks in investing in the OfferShares are set out in the section headed “Risk Factors” in this prospectus. You should read that sectioncarefully before you decide to invest in the Offer Shares.

OVERVIEW

We are a leading pure-play renewable energy company in the PRC with a primary focus on wind powergeneration. According to Garrad Hassan, we ranked third in China and eighth in the world in terms of total windinstalled capacity as of December 31, 2010. Among the top ten global wind power generation companies, we hadthe highest CAGR of total installed capacity from 2008 to 2010, based on the year-end capacity data publishedby these companies. Since our inception in 2002, we have been a pioneer and innovator in the fast-growing PRCwind power sector. From 2008 to 2010, our consolidated installed capacity and revenue from sale of electricitygrew rapidly, at a CAGR of 195.9% and 166.2%, respectively, while our adjusted operating profit increased fromRMB122.7 million in 2008 to RMB884.5 million in 2010, representing a CAGR of 168.5%. We believe that ourexecution track record and sizeable pipeline will support our profitable growth in the near future.

As of December 31, 2010, we had a consolidated installed capacity of 3,522.4 MW. We also had1,202.0 MW capacity under construction and approximately 73,463.5 MW of wind power pipeline projectsreserved for future development. Our installed, under-construction and pipeline wind power projects areprincipally located in six geographically diversified areas and cover 19 provinces and autonomous regions inChina. These areas are strategically selected to achieve optimal return based on a combination of keyconsiderations for wind farm development, including quality wind resources, high on-grid tariffs and theconditions of local grid connections and transmission.

In recent years, wind power industry in China has grown rapidly. During the past few years, the Chinesegovernment has promulgated a number of preferential policies to support and encourage the development ofrenewable energy industries, such as a transparent fixed on-grid tariff regime, mandatory grid connection,mandatory power off-take and preferential tax treatments. In 2010, the country’s total wind installed capacitygrew by 18,928 MW, or 73.4%, from that as of the end of 2009 and reached 44,733 MW as of the end of 2010,making China the largest market in terms of total wind installed capacity. Garrad Hassan expects that China willcontinue to be a global growth leader with an estimated total wind installed capacity CAGR of 21.8% from 2010to 2015.

During the Track Record Period, our consolidated installed capacity increased from 402.3 MW as ofDecember 31, 2008 to 3,522.4 MW as of December 31, 2010, representing a CAGR of 195.9%. We generatedrevenue from the sale of electricity of RMB248.1 million, RMB847.1 million and RMB1,758.6 million andrealized profits of RMB95.9 million, RMB281.2 million and RMB609.4 million from our continuing operationsfor the years ended December 31, 2008, 2009 and 2010, respectively, representing a CAGR of 166.2% and152.1%. As of December 31, 2010, we also had a portfolio of wind power pipeline projects with an estimatedcapacity of approximately 73,463.5 MW, including 633.0 MW Advanced-stage Projects, approximately3,346.7 MW Developing-stage Projects and approximately 69,483.8 MW Early-stage Projects. See “Business —Pipeline Projects.” We target to increase our consolidated installed capacity to approximately 5,100 MW by theend of 2011.

— 1 —

SUMMARY

We are a subsidiary of Huaneng Group, the largest power generation company in China in terms of totalinstalled capacity as of December 31, 2010. We are Huaneng Group’s sole renewable energy platform for theultimate consolidation of its renewable energy businesses such as wind power.

We firmly believe in the evolution of renewable energies from alternative to mainstream and ultimately tothe primary energy sources of our society. Our mission is to promote economic, social and environmentalsustainability through the proactive, conscientious and rational development of wind power and other renewableenergies. Our goal is to become a leading renewable energy company in the world with sustainable shareholderreturn.

Sales of Electricity

We sell all of the electricity generated by our wind power projects to local grid companies where the windfarms are respectively located, pursuant to the terms and conditions of the PPAs we enter into with the local gridcompanies. Other than the grid companies in West Inner Mongolia which are owned by the government of InnerMongolia, all of the grid companies which are our customers are ultimately owned by either State GridCorporation of China (“State Grid”) or China Southern Power Grid Co., Ltd. (“Southern Grid”). Currently we donot sell electricity to any corporate or individual end-users.

Transmission limitations in the PRC wind power industry

As required by the Renewable Energy Law, the PPA typically provides that the local grid company shallpurchase all the electricity generated by our wind power projects at on-grid tariffs fixed or approved by the PRCgovernmental authorities as long as our wind power projects have met all the national and industry technicalspecifications. The actual sale of electricity, however, may be limited by a number of factors, including, amongothers, the maximum transmission capacity and the stability of the local grids and the local demand forelectricity. In recent years, the local grid companies in Inner Mongolia and Liaoning Province imposedrestrictions on wind power generation companies, especially during winter season, to give priority to steam-electricity cogeneration companies which provide heat supply and to ensure the stability and safety of the localgrids. Furthermore, local grid companies in West Inner Mongolia imposed additional restrictions on wind powergeneration companies due to the fact that the rapid construction of wind farms resulting from quality windresources in West Inner Mongolia outpaced the development of local grids during recent years. As a result, a fewof our wind farms in Inner Mongolia and Liaoning Province temporarily shut down one or more wind turbines in2009 and 2010. As of December 31, 2010, we had 1,567.7 MW of installed capacity in Inner Mongolia and799.5 MW of installed capacity in Liaoning Province, which accounted for approximately 44.5% and 22.7% ofour consolidated installed capacity, respectively. Since we currently are not able to store the electricity generatedby our wind power projects, our net power generation and revenue may be adversely affected in the event thatelectricity cannot be transmitted or dispatched due to grid congestion or other constraints. In addition, the PPAswith the local grid companies do not specifically provide any compensation for any financial loss caused by gridcongestion or grid company’s otherwise failure in purchasing full amount of electricity generated by our windfarms, which we believe is consistent with the industry practice in China. See “Risk Factors — Risks Relating toOur Business and Industry — We rely on local grid companies for grid connection and electricity transmissionand dispatch.” for more details. Furthermore, we are usually required under the PPAs to generate power inaccordance with the dispatch orders of the local grid companies, and may be disconnected from the grids shouldwe failed to comply with the dispatch orders. Generally the PPAs have a term of one year and will renewautomatically unless terminated by either party by giving a 30-day written notice. See “Business — Sales andDistribution — Customers and PPA” for more details.

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SUMMARY

On-grid tariff which is subject to the PRC government control

According to the Circular regarding the Furtherance of On-grid Pricing Policy of Wind Power( ) (the “On-grid Tariff Circular”) issued by the NDRC in July 2009, foronshore wind power projects approved on or after August 1, 2009, the on-grid tariff is determined based on thelocation of such wind power projects. The PRC government has categorized the onshore wind resources of Chinainto four wind resource zones and applies a universal on-grid tariff to all the wind power projects in the samewind resource zone. The standard on-grid tariffs (including VAT) for the first, second, third and fourth windresource zones are RMB0.51/kWh, RMB0.54/kWh, RMB0.58/kWh and RMB0.61/kWh, respectively. For windpower projects approved prior to August 1, 2009 but on or after January 1, 2006, the on-grid tariff is determinedby referring to either a “government guided price” or a “government fixed price.” For wind power projectsapproved on or prior to December 31, 2005, the on-grid tariff is determined by the government on a project-by-project basis. See “Business — Sales and Distribution — On-grid Tariffs” for details.

The table below sets forth certain selected operational data relating to our business as of the dates or for theperiods indicated:

For the year ended or as of December 31,

2008 2009 2010

Selected Operational DataConsolidated installed capacity (in MW) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 402.3 1,549.8 3,522.4Attributable installed capacity (in MW) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 263.8 1,387.1 3,339.8Consolidated operational capacity (in MW) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 303.3 1,146.3 2,239.9Weighted average consolidated operational capacity (in MW) . . . . . . . . . . . . . . . . . . . . . . . . . . . 184.3 693.1 1,541.5Consolidated gross power generation (in GWh) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 477.5 1,884.5 3,788.9Consolidated net power generation (in GWh)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 427.4 1,606.6 3,404.9Weighted average on-grid tariff (excluding VAT) (in RMB/kWh)(2) . . . . . . . . . . . . . . . . . . . . . . 0.581 0.527 0.516Weighted average on-grid tariff (including VAT) (in RMB/kWh)(3) . . . . . . . . . . . . . . . . . . . . . . . 0.679 0.617 0.604Weighted average unit cost (in RMB/kWh)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.303 0.247 0.260Weighted average utilization hours(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,380.4 2,365.2 2,265.3

Notes:

(1) Consolidated net power generation represents the electricity sold to the local grid companies minus the electricity generated and soldduring the construction and testing period. It is calculated by deducting from the consolidated gross power generation (i) auxiliaryelectricity and (ii) the electricity generated during the construction and testing period. Sales of electricity generated during theconstruction and testing period are not included in the revenue of electricity sales, but are offset against the cost of property, plant andequipment.

(2) Weighted average on-grid tariff (excluding VAT) is calculated by dividing our revenue from sale of electricity by our consolidated netpower generation of wind power projects.

(3) Our weighted average on-grid tariffs (including VAT) in 2008 and 2009 were higher than the current highest standard on-grid tariff,primarily due to the fact that certain of our early wind power projects enjoyed relatively high on-grid tariffs prior to the establishmentof the standard on-grid tariff regime on August 1, 2009, and that the standard on-grid tariffs only apply to wind power projectsapproved on or after August 1, 2009.

(4) Weighted average unit cost is calculated by dividing the operating expenses (excluding service concession construction costs) byconsolidated net power generation.

(5) Weighted average utilization hours are calculated by dividing the consolidated gross power generation (excluding power generatedduring construction and testing period) in a specific period by the weighted average consolidated operational capacity in the sameperiod.

— 3 —

SUMMARY

The difference between our gross and net power generation was caused by (i) electricity generated duringthe construction and testing period; and (ii) auxiliary electricity which comprises electricity consumed by ourwind farms in the course of electricity generation and lost during the transmission from the wind farms to thegrid meter measuring the net power generation sold to the grid companies. During the Track Record Period,electricity generated during construction and testing period accounted for approximately 8.1%, 13.0% and 7.8%,respectively, of our gross power generation. During the same periods, auxiliary electricity accounted forapproximately 2.5%, 2.0% and 2.5%, respectively, of our gross power generation less electricity generatedduring the construction and testing period. The relatively high amount of electricity generated during theconstruction and testing period as a percentage of our gross power generation during the Track Record Periodwas primarily due to our rapid expansion in recent years. During the Track Record Period, our consolidatedinstalled capacity increased at a CAGR of 195.9% from December 31, 2008 to December 31, 2010. As a result,we had a large number of new wind power projects in construction and testing period during the Track RecordPeriod, the electricity generated from which was accounted for in the gross power generation but excluded fromthe net power generation.

The table below sets forth our sales of electricity from continuing operations by region during the TrackRecord Period.

For the year ended December 31,

2008 2009 2010

(RMB inmillions) (%)

(RMB inmillions) (%)

(RMB inmillions) (%)

Northeast China Region . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61.4 24.8 454.1 53.6 974.0 55.4East China Region . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89.9 36.2 214.8 25.4 407.9 23.2West Inner Mongolia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — 124.5 7.1South China Region . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96.8 39.0 137.7 16.2 162.8 9.2North China Region . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 40.5 4.8 46.1 2.6Xinjiang . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — 43.3 2.5Other regions(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — — —

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 248.1 100 847.1 100 1,758.6 100

Note:

(1) Other regions include Shaanxi Province, Gansu Province, Anhui Province and Qinghai Province. None of our projects in these regionshad completed construction as of December 31, 2010.

The table below sets forth the installed capacity of our wind power projects by region and their respectivepercentage of our consolidated installed capacity as of the dates indicated.

As of December 31,

2008 2009 2010

(MW) (%) (MW) (%) (MW) (%)Northeast China Region . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.5 25.0 945.0 61.0 2,070.2 58.8East China Region . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145.7 36.2 300.2 19.4 597.2 17.0West Inner Mongolia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 148.5 9.6 297.0 8.4South China Region . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106.6 26.5 106.6 6.9 261.1 7.4North China Region . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49.5 12.3 49.5 3.2 198.0 5.6Xinjiang . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — 99.0 2.8Other regions(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — — —

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 402.3 100 1,549.8 100 3,522.4 100

Note:

(1) Other regions include Shaanxi Province, Gansu Province, Anhui Province and Qinghai Province. None of our projects in these regionshad completed construction as of December 31, 2010.

— 4 —

SUMMARY

The table below sets forth the details of our wind power projects which we expect to complete by the endof 2011 and two solar power concession projects, as well as the estimated total under construction and pipelinecapacity as of December 31, 2010.

As of December 31, 2010

Location No. of projects(1)

Estimated installedcapacity by2011 (MW)(2)

Estimated capitalexpenditure

(RMB in millions)(3)

Estimated totalunder

construction/pipeline

capacity (MW)

Wind PowerProjects underconstruction . . . . . . . . . . . . . Northeast China 5 298.5 2,783.3 943.5

East China 2 68.0 652.8 68.0West Inner Mongolia 0 0.0 0.0 0.0South China 1 42.0 410.9 42.0North China 2 99.0 891.0 148.5Xinjiang 0 0.0 0.0 0.0Other regions(4) 0 0.0 0.0 0.0

Advanced-stage projects . . . Northeast China 1 49.5 432.5 49.5East China 1 30.0 288.0 79.5West Inner Mongolia 0 0.0 0.0 0.0South China 7 346.5 3,370.9 495.0North China 0 0.0 0.0 0.0Xinjiang 0 0.0 0.0 0.0Other regions(4) 1 9.0 77.7 9.0

Developing-stage projects . . Northeast China 1 49.5 497.4 1,052.5East China 4 188.5 1,820.3 679.0West Inner Mongolia 0(5) 0.0 0.0 449.5South China 1 49.5 470.3 328.2North China 1 100.6 886.6 590.0Xinjiang 0(5) 0.0 0.0 148.5Other regions(4) 0(5) 0.0 0.0 99.0

Early-stage projects . . . . . . . Northeast China 0(5) 0.0 0.0 22,231.4East China 0(5) 0.0 0.0 11,051.7West Inner Mongolia 1 49.5 425.7 5,753.5South China 3 138.0 1,311.0 3,503.8North China 2 99.0 889.4 14,999.0Xinjiang 0(5) 0.0 0.0 10,502.5Other regions(4) 0(5) 0.0 0.0 1,442.0

Subtotal . . . . . . . . . . . . . . . . . Six main regions and otherregions in the PRC 33 1,617.0 15,207.7 74,665.5

Solar PowerSolar power concession projects . . . . . . . . . . . . . . . . . . . . . . 2(6) 50.4 806.7 50.4Solar power investment and development agreements . . . . . 0(6) 0.0 0.0 1,740.0

Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 50.4 806.7 1,790.4

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 1,667.4 16,014.5 76,455.9

Notes:

(1) Number of wind power projects which we expect to complete by the end of 2011 and number of solar power concession projects.

(2) Estimated installed capacity of wind power projects which we expect to complete by the end of 2011, and the two solar powerconcession projects.

(3) Estimated capital expenditure for wind power projects to be installed in 2011 and for the two solar power concession projects.

(4) Other regions include Shaanxi Province, Gansu Province, Anhui Province and Qinghai Province.

(5) We do not expect to complete any wind power project in this region by the end of 2011.

(6) We do not expect to complete any solar power project by the end of 2011.

— 5 —

SUMMARY

The table below sets forth the milestones we use to categorize our wind power pipeline projects.

Milestones AchievedAdvanced-stage

ProjectsDeveloping-stage

ProjectsEarly-stageProjects

Development agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Wind resource assessment, or feasibility study, or internal evaluation . . . . . . . . . . . . .NDRC/DRC approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Estimated capacity as of December 31, 2010 (MW) . . . . . . . . . . . . . . . . . . . . . . . . . . . 633.0 3,346.7 69,483.8

To achieve our expansion targets, we estimate that the total capital expenditure will be RMB16.0 billion forwind power projects to be installed in 2011 and for the two solar power concession projects. Of this sum, wehave already incurred RMB1.7 billion as of February 28, 2011 and therefore the total outstanding capitalexpenditure is estimated to be RMB14.3 billion. The sources of funding include bank borrowings, a portion ofthe net proceeds from the Global Offering, contributions from minority shareholders of our non-wholly ownedsubsidiaries, cash at bank and on hand and operating cash flow. We expect that bank borrowings will account forapproximately 80% of the above-mentioned total estimated capital expenditure.

We plan to expand our wind power business by converting our pipeline projects into operating projects. Wemay also acquire wind farms in various development stages, complete their development and put them intooperation. Our expansion plan, however, is subject to a variety of risks and uncertainties. We operate in a highlyregulated and capital intensive industry. Development of wind power projects requires various governmentalapprovals and substantial capital. The successful implementation of our expansion plan may depend on, amongothers, our ability to obtain all the necessary governmental approvals and to secure sufficient funding. Inaddition, our business expansion may also be limited by the transmission and dispatch capacity of local gridcompanies. See “Risk Factors” for more details.

Sales of CERs

As a pioneer of the PRC wind power sector, we have successfully registered three out of China’s first 10registered wind power CDM projects. As of December 31, 2010, we had applied for registration of 65 CDMprojects, of which 46 had obtained NDRC approvals and 23 had been registered with the CDM EB. Among the23 registered CDM projects, Phase II of our Fuxin Project was the second largest wind power CDM project inChina in terms of installed capacity as of December 31, 2010, based on the data available on the website ofUNFCCC. Leveraging on our experience accumulated from previous registrations, we made substantial progressin 2011. From the beginning of 2011 to the Latest Practicable Date, we successfully registered 11 CDM projectswith the CDM EB and obtained NDRC approvals for another nine CDM projects, increasing our aggregatenumber of registered CDM projects and projects with NDRC approvals to 34 and 55, respectively.

The first CERs of our registered CDM projects were issued by the CDM EB in 2008. As of the LatestPracticable Date, we had secured buyers for 151 CDM projects by entering into CER sales agreements withindependent international buyers, including four power companies, a financial institution and two professionalCDM management companies. In 2009 and 2010, we generated net income of RMB28.7 million and RMB164.8million from the sales of CERs, representing 9.5% and 25.7% of our profit before taxation. The CDM EB hasdeclined to register some PRC wind power projects for CER credits in the past. Although none of our CDMapplications had been rejected or delayed by the CDM EB as of the Latest Practicable Date, we cannot assureyou that our applications will not be rejected or delayed in the future. See “Risk Factors — Risks Relating to OurBusiness and Industry — Our sale of CERs depends on the continuing effectiveness of CDM arrangements underthe Kyoto Protocol.”

— 6 —

SUMMARY

Discontinued Hydropower Business

We used to operate hydropower business through a jointly controlled entity and a subsidiary. In 2009, wediscontinued our hydropower operations and disposed of our equity interests in these two entities as they do notform our core business which is wind power generation. See “History, Reorganization and CorporateStructure — History and Development” for details.

OUR COMPETITIVE STRENGTHS

We believe our rapid growth and strong market position are largely attributable to the following principalcompetitive strengths, which distinguish us from our competitors.

• Strategically selected locations of our wind power projects with quality wind resources, high on-gridtariffs and taking into account the conditions of local grid connections and transmission

• A track record of profitable growth demonstrating our managerial strength and execution ability

• A pioneer and innovator in the fast-growing PRC wind power sector

• Expertise and experience in wind farm development and power generation leading to enhancedefficiency and profitability

• Experienced and professional management team dedicated to the development of renewable energies

OUR STRATEGIES

Our goal is to become a leading renewable energy company in the world with sustainable shareholderreturn. To achieve our goal, we intend to pursue the following strategies:

• Expand in areas with attractive returns and continue to increase market share in the wind powersector

• Develop other renewable energies with a focus on solar power

• Pursue opportunities in the international markets

• Continue our efforts to promote technological innovation and industry development

• Continue to control costs and improve profitability

RELATIONSHIP WITH CONTROLLING SHAREHOLDER AND CONNECTED TRANSACTIONS

Huaneng Group is our Controlling Shareholder. Prior to the Global Offering, Huaneng Group directlyholds 95% of our total issued and outstanding Shares. Huaneng Capital, a wholly-owned subsidiary of HuanengGroup, holds the remaining 5% Shares. Immediately after the completion of the Global Offering, Huaneng Groupwill own, directly and indirectly, approximately 67.00% of our issued share capital (or 63.68% if the Over-allotment Option is exercised in full).

Huaneng Group is a state-owned enterprise managed by SASAC. It is an incorporated business entityprimarily focusing on the power generation with a diversified business portfolio. Huaneng Group is the largestpower generation company in China in terms of total installed capacity as of December 31, 2010. We are

— 7 —

SUMMARY

Huaneng Group’s sole renewable energy platform for the ultimate consolidation of its renewable energybusinesses such as wind power. However, Huaneng Group will retain certain wind power business through itslisted and unlisted subsidiaries. See “Relationship with Controlling Shareholder” for details. Although currentlywe do not face intense competition from Huaneng Group due to the preferential government regulations andpolicies such as mandatory grid connection and mandatory power off-take, the potential competition mayintensify in the event that such regulations and policies are amended or abolished. See “Risk Factors — RisksRelating to Our Business and Industry — We face competition from other renewable energy companies, inparticular, other wind power developers. We may also face competition from non-renewable power developers.”

Following the completion of the Global Offering, we will continue to have certain transactions withHuaneng Group and its associates that constitute connected transactions within the meaning of the Listing Rules.See “Connected Transactions” for details.

SUMMARY FINANCIAL INFORMATION

The following table sets forth summary consolidated financial information of our Group. We have derivedall the consolidated financial information from our audited consolidated financial statements set forth in theAccountants’ Report in Appendix I to this prospectus. The information should be read together with, and isqualified in its entirety by reference to, our audited consolidated financial statements and related notes includedelsewhere in this prospectus. The operating results in any period are not necessarily indicative of the results thatmay be expected for any future period.

For the year ended December 31,

2008 2009 2010

(RMB inmillions) (%*)

(RMB inmillions) (%*)

(RMB inmillions) (%*)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEContinuing operations**Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 570.3 100.0 918.4 100.0 1,768.5 100.0Other net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35.6 6.2 85.3 9.3 249.8 14.1Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (447.6) (78.4) (464.2) (50.5) (884.0) (50.0)

Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158.3 27.8 539.5 58.8 1,134.3 64.1Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.2 1.6 12.2 1.3 22.2 1.3Finance expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (72.2) (12.7) (251.4) (27.4) (515.1) (29.1)Share of profit of a jointly controlled entity . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 0.0 3.1 0.3 — —

Profit before taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95.4 16.7 303.4 33.0 641.4 36.3Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.5 0.1 (22.2) (2.4) (32.0) (1.8)

Profit from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95.9 16.8 281.2 30.6 609.4 34.5Discontinued operationProfit from discontinued operation (net of income tax) . . . . . . . . . . . . . . . . 11.1 1.9 39.4 4.3 — —

Profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107.0 18.7 320.6 34.9 609.4 34.5

Profit attributable to:Equity owner/shareholders of the Company . . . . . . . . . . . . . . . . . . . . . . . . . 53.2 9.3 264.4 28.8 528.3 29.9Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53.8 9.4 56.2 6.1 81.1 4.6

Notes:

* Represents a percentage of each item to our revenue.

** Unless otherwise indicated, all financial information in relation to the consolidated statements of comprehensive income contained inthis prospectus refers to the financial information of our continuing operations.

— 8 —

SUMMARY

As of December 31,

2008 2009 2010

(RMB in millions)CONSOLIDATED BALANCE SHEETSNon-current assetsProperty, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,544.1 14,335.9 27,802.9Lease prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.7 22.7 65.1Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 358.4 411.6 394.8Investment in a jointly controlled entity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.4 — —Other non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.2 1,164.5 2,690.1Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.3 16.3 12.7

Total non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,012.1 15,951.0 30,965.6

Current assetsInventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.8 0.2 0.8Trade debtors and bills receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116.8 390.9 959.7Prepayments and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120.9 596.7 207.7Tax recoverable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.0 6.9 0.5Restricted deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28.7 15.8 0.8Cash at bank and on hand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,643.8 819.2 1,309.5

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,912.0 1,829.7 2,479.0

Current liabilitiesBorrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,396.2 2,798.5 4,817.6Obligations under finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 119.2 232.2Other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,573.5 2,081.6 6,255.2Tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.5 12.6 6.3

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,974.2 5,011.9 11,311.3

Net current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,062.2) (3,182.2) (8,832.3)

Total assets less current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,949.9 12,768.8 22,133.3

Non-current liabilitiesBorrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,436.6 8,087.2 13,201.3Obligations under finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 805.8 1,768.4Retention payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48.6 324.4 761.8Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176.1 234.1 248.7Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.9 20.8 34.3

Total non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,670.2 9,472.3 16,014.5

NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,279.7 3,296.5 6,118.8

CAPITAL AND RESERVESPaid-in capital/Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 451.5 451.5 5,800.0Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,222.8 2,131.7 (516.1)

Total equity attributable to the equity owner/shareholders of the Company . . . . . . . . . . . . . . . . . . . . 1,674.3 2,583.2 5,283.9Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 605.4 713.3 834.9

TOTAL EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,279.7 3,296.5 6,118.8

— 9 —

SUMMARY

During the Track Record Period, we recorded revenue of RMB570.3 million, RMB918.4 million andRMB1,768.5 million, respectively, in 2008, 2009 and 2010. Our profit from continuing operations amounted toRMB95.9 million, RMB281.2 million and RMB609.4 million, respectively, during the same periods, accountingfor approximately 38.0%, 33.0% and 34.5% of our revenue (excluding service concession construction revenue)for the respective period.

We recorded net current liabilities of RMB2,062.2 million, RMB3,182.2 million and RMB8,832.3 millionas of December 31, 2008, 2009 and 2010, respectively. The increases in net current liabilities during the TrackRecord Period were primarily attributable to the increases in other payables and short-term borrowings, which inturn were primarily attributable to the continuous expansion of our wind power operations and were in line withthe increases in our installed capacity as well as capacity under construction. Our consolidated installed capacityincreased from 402.3 MW as of December 31, 2008 to 3,522.4 MW as of December 31, 2010. As ofDecember 31, 2010, we also had 1,202.0 MW capacity under construction. See “Financial Information” fordetailed discussion.

PROFIT FORECAST FOR THE YEAR ENDING DECEMBER 31, 2011(1)

Forecast consolidated net profit attributable to equity holders of our Company(2) . . . . . . . . . . . . . not less than RMB1,070.1 million(approximately HK$1,280.2 million)

Unaudited pro forma forecast earnings per Share(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . not less than RMB0.13(approximately HK$0.15)

Notes:

(1) The profit forecast is mainly based on our estimate on capacity growth, utilization hours, approved on-grid tariff, unit cost, CDMregistration schedule and interest rate.

(2) The forecast consolidated profit attributable to equity holders of our Company for the year ending December 31, 2011 is extractedfrom the section headed “Financial Information — Profit Forecast for the Year Ending December 31, 2011” in this prospectus. Thebases and assumptions on which the above profit forecast has been prepared are set out in Appendix III to this prospectus.

(3) The calculation of the unaudited pro forma forecast earnings per Share for the year ending December 31, 2011 is based on the aboveforecast consolidated net profit attributable to our equity holders for the year ending December 31, 2011 assuming that a total of8,285,710,000 Shares were in issue during the entire year, without taking into account any H Shares which may be allotted and issuedupon the exercise of the Over-allotment Option.

GLOBAL OFFERING STATISTICS

All statistics in this table are based on the assumption that the Over-allotment Option is not exercised.

Based on anOffer Price of

HK$2.28

Based on anOffer Price of

HK$2.98

Market capitalization of our Shares(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$18,891 million HK$24,691 million

Estimated price/earnings multiple on a pro forma basis(2) . . . . . . . . . . . . . 14.8 times 19.3 times

Unaudited pro forma adjusted consolidated net tangible asset value perShare(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$1.36 HK$1.56

Notes:

(1) The calculation of market capitalization is based on 2,485,710,000 H Shares expected to be issued under the Global Offering andassuming that 8,285,710,000 Shares are issued and outstanding following the Global Offering.

(2) The calculation of the estimated price/earnings multiple on a pro forma basis is based on the forecast earnings per Share for the yearending December 31, 2011 on a pro forma basis at the respective Offer Prices of HK$2.28 and HK$2.98 per H Share.

(3) The unaudited pro forma adjusted consolidated net tangible asset per Share is calculated after making the adjustments referred to inAppendix II and on the basis that 8,285,710,000 Shares are issued and outstanding following the Global Offering.

— 10 —

SUMMARY

DIVIDEND POLICY

We may declare and pay dividends by way of cash or shares in the future. Distribution of dividends shallbe formulated by our Board of Directors and subject to Shareholders’ approval. The amount of any dividends tobe declared or paid in the future will depend on, among other things, our results of operations, cash flows andfinancial condition, operating and capital requirements, the amount of distributable profits and other relevantfactors. In particular, under applicable PRC laws and our Articles of Association, we can only distributedividends out of our after-tax profit after the following allocations have been made: (i) recovery of accumulatedlosses, if any; (ii) mandatory allocations to the statutory common reserve fund equivalent to 10% of our after-taxprofit, unless the common reserve fund reaches 50% of our registered capital or above; and (iii) allocations todiscretionary common reserve fund, subject to our Shareholders’ approval at Shareholders meeting.

In the future, we expect to distribute no less than 15% of our annual distributable earnings as dividends.We cannot assure you, however, that we will be able to distribute dividends in any amount each year or in anyyear. In addition, the declaration and payment of dividends may be limited by legal restrictions or financialinstruments that we may enter into in the future. Under the current PRC tax laws and regulations, dividends paidby us to a non-PRC resident enterprise shareholder are subject to a 10% withholding tax.

SPECIAL DISTRIBUTION

We have agreed to declare a special distribution to Huaneng Group in an amount of RMB316.2 million,which is equal to our audited consolidated net profits attributable to equity owner/shareholders of the Companyfor the year ended December 31, 2010, prorated according to the number of days from January 1, 2010, the dateimmediately after the date on which our assets were valued for the establishment of our Company as a joint stocklimited company, to August 5, 2010, the date of our establishment (the “Special Distribution”). We expect to paysuch Special Distribution to Huaneng Group within six months commencing from the Listing Date with cashgenerated from operating activities. After taking into account our current cash balance and our anticipated cashflows from operating activities, we believe we will have sufficient working capital to pay the Special Distributionat that time.

The Special Distribution was not determined in accordance with our dividend policy as described in“Financial Information — Dividend Policy.” Investors of H Shares will not participate in the SpecialDistribution. The Special Distribution is not an indication of our future dividend policy.

USE OF PROCEEDS

We estimate that we will receive net proceeds from the Global Offering of approximately HK$6,239.0million (after deducting the relevant expenses) if the Over-allotment Option is not exercised, assuming an OfferPrice of HK$2.63 per H Share, being the mid-point of the estimated Offer Price range. If the Over-allotmentOption is exercised in full, we estimate that we will receive additional net proceeds of approximately HK$951.1million (after deducting the relevant expenses), assuming an Offer Price of HK$2.63 per H Share. We intend toallocate the net proceeds from the Global Offering in the following manner (assuming that the Over-allotmentOption is not exercised):

• approximately 57.8% (approximately HK$3,607.1 million) will be used for the expansion of ourwind power business, among which (i) approximately 38.6% (approximately HK$2,410.8 million)will mostly be used within the year of 2011 for the construction of wind power projects in the PRC,mainly for purchase of wind turbines and other ancillary equipment from the PRC domestic-brandsuppliers and engagement of third party contractors for the construction of wind farms; and(ii) approximately 19.2% (approximately HK$1,196.3 million) will mostly be used within the year of

— 11 —

SUMMARY

2011 for purchase of equipment and key components manufactured by foreign wind powerequipment manufacturers;

• approximately 19.2% (approximately HK$1,196.3 million) will be used to repay bank loans withinsix months from the Listing Date, including, among others, (i) a 15-year term loan in the totalamount of RMB236.3 million from China Development Bank Corporation at an annual interest rateof 5.35% which will be due for repayment on June 4, 2021; and (ii) a 16-year term loan in the totalamount of RMB765.7 million from China Development Bank Corporation at an annual interest rateof 6.48% which will be due for repayment on November 14, 2023. Both of these two loans wereused for the construction of our wind power projects; and

• approximately 23.0% (approximately HK$1,435.6 million) will be used for the acquisition of windpower projects in the PRC and overseas which satisfy our standards as set forth in the “Relationshipwith Controlling Shareholder.”

In the event that the Offer Price is set at the high end of the estimated Offer Price range, we intend to usethe additional HK$843.8 million for the construction of wind power projects in the PRC. In the event that theOffer Price is set at the low end of the estimated Offer Price range, we expect to reduce the net proceeds for thepurposes described above on a pro rata basis.

If the Over-allotment Option is exercised in full, we intend to use the additional HK$951.1 million for theconstruction of wind power projects in the PRC.

To the extent that the net proceeds from the Global Offering are not immediately required for the abovepurposes, the Board of Directors currently intend to place such proceeds on short-term deposits with licensedbanks or financial institutions in Hong Kong or the PRC. In the event of any material modification to the use ofproceeds as described above, we will issue an announcement and make disclosure in our annual report for therelevant year as required by the Stock Exchange.

RISK FACTORS

We and investors in the Offer Shares are subject to risks relating to our business and industry, and investorsin the Offer Shares are also subject to risks relating to the Global Offering and the Offer Shares. These risks canbe categorized into: (i) risks relating to our business and industry; (ii) risks relating to doing business in China;and (iii) risks relating to the Global Offering. For a description of these and other risks, see “Risk Factors.”

Risks relating to our business and industry

• We depend heavily on government support and incentives for renewable energies which may bechanged or abolished.

• We rely on local grid companies for grid connection and electricity transmission and dispatch.

• Development of wind power projects are subject to various governmental approvals and permits.Failure to obtain necessary approvals and permits may materially and adversely affect our projectdevelopment and results of operations.

• The weighted average on-grid tariff for electricity generated by our wind power projects hasdecreased during the Track Record Period.

— 12 —

SUMMARY

• If our sole customers, local grid companies, fail to perform their obligations under the PPAs, ourbusiness, financial condition and results of operations may be materially and adversely affected.

• The interests of our controlling shareholder may be different from ours.

• If we are not successful in converting our wind power pipeline projects into operating projects inaccordance with our development plan and specifications, our expansion plan may be adverselyaffected and our revenue may fall below our expectations.

• We may not be able to complete the construction of our wind farms on schedule or within budget.

• We rely on suitable climatic conditions for the generation of electricity. If there are unforeseenclimatic condition changes or if we fail to make correct assessment when selecting sites for windfarms, our electricity production, revenue and results of operations may be materially and adverselyaffected.

• Our operations depend on the performance of wind turbines and we rely on warranties fromsuppliers to protect us against under-performance or non-performance of the wind turbines duringthe warranty period.

• Our sale of CERs depends on the continuing effectiveness of CDM arrangements under the KyotoProtocol.

• We have a limited operating history and our historical growth rate during the Track Record Periodmay not be indicative of our growth rate in the future.

• Development and acquisition of wind power projects require substantial capital. If we fail to obtaincapital on reasonable commercial terms, we may suffer from increased finance expenses and maynot be able to expand as planned.

• Our significant net current liabilities and borrowing levels may limit our ability to obtain additionalfunding for our operations.

• We face competition from other renewable energy companies, in particular, other wind powerdevelopers. We may also face competition from non-renewable power developers.

• We procure a majority of our wind turbines and related components from a limited number of thePRC suppliers who may not have as long operating history as foreign suppliers.

• The slow-down of economic growth in China and the global economic downturn may adverselyaffect our business growth and profitability.

• The growth of our business depends on our ability to identify suitable sites and develop new windpower projects in a timely manner. If we fail to do so, our business and prospects may be adverselyaffected.

• The standards we use to categorize our projects and the underlying assumptions are internallydeveloped and may not be comparable to classifications used by other companies.

• Performance of our wind power projects may be adversely affected by nearby objects.

• We may not be able to execute our business strategy and manage our growth successfully.

— 13 —

SUMMARY

• Discontinuance of preferential tax treatments may have an adverse impact on our results ofoperations and financial condition.

• We may need to purchase and install additional equipment to comply with grid safety and stabilityrequirements.

• Acquisition of wind farms involves risks.

• Title defects in relation to certain lands and buildings may adversely affect our operations.

• The services of our senior management and key employees are crucial to our success, and we maynot be able to recruit and retain the personnel we need.

• We may not be able to keep up with technological innovations.

• Our Special Distribution is not indicative of our future dividend policy.

• We are not able to insure against all potential risks and may suffer economic losses if our operationis interrupted.

• Our assets could be damaged and our operations could be disrupted by natural and man-madedisasters, and we could face civil liabilities or other losses as a result.

• Our development and operation of wind farms are subject to various environmental, health andsafety laws and regulations.

Risks relating to doing business in China

• Changes in China’s economic, political or social conditions or government policies could have amaterial adverse effect on our business, financial condition, results of operations and prospects.

• Uncertainties in the interpretation and enforcement of Chinese laws and regulations could limit theavailable legal protections.

• Fluctuations in exchange rates could have a material adverse effect on our results of operations andthe value of your investment.

• You may experience difficulties in effecting service of legal process and enforcing judgmentsagainst us and our management.

Risks relating to the Global Offering

• An active trading market for our H Shares may not develop and the trading price for our H Sharesmay fluctuate significantly.

• The trading prices of our H Shares could be volatile, which could result in substantial losses toinvestors.

• The sale or availability for sale of substantial amounts of our H Shares or other securities relating toour H Shares could adversely affect the market price of our H Shares.

— 14 —

SUMMARY

• We will incur increased costs as a result of being a public company.

• Investors should not place undue reliance on industry and market information and statistics derivedfrom official government publications contained in this prospectus.

• Investors should not rely on any information contained in press articles or other media regarding usand the Global Offering.

• Purchasers of our H Shares will experience immediate dilution because the Offer Price is higher thanour net tangible asset value per H Share.

— 15 —

DEFINITIONS

In this prospectus, unless the context otherwise requires, the following expressions shall have the followingmeanings.

“Application Form(s)” WHITE application form(s), YELLOW application form(s) andGREEN applications form(s) or, where the context so requires,any of them, relating to the Hong Kong Public Offering

“Articles of Association” or “Articles” the articles of association of the Company adopted on August 6,2010, which shall take effect on the Listing Date, and as amendedfrom time to time, a summary of which is set out in Appendix IXto this prospectus

“associate(s)” has the meaning ascribed thereto under the Listing Rules

“Audit Committee” the audit committee of the Board

“Board of Directors” or “Board” our board of Directors

“Business Day” or “business day” a day on which banks in Hong Kong are generally open fornormal banking business to the public and which is not aSaturday, Sunday or public holiday in Hong Kong

“CAGR” compound annual growth rate

“CCASS” the Central Clearing and Settlement System established andoperated by HKSCC

“CCASS Clearing Participant” a person admitted to participate in CCASS as a direct clearingparticipant or general clearing participant

“CCASS Custodian Participant” a person admitted to participate in CCASS as a custodianparticipant

“CCASS Investor Participant” a person admitted to participate in CCASS as an investorparticipant who may be an individual or joint individuals or acorporation

“CCASS Participant” a CCASS Clearing Participant, a CCASS Custodian Participantor a CCASS Investor Participant

“China” or “PRC” the People’s Republic of China, but for the purposes of thisprospectus and for geographical reference only (unless otherwiseindicated), excluding Taiwan, the Macau Special AdministrativeRegion of the PRC and Hong Kong

“CICC” China International Capital Corporation Hong Kong SecuritiesLimited

— 16 —

DEFINITIONS

“Company,” “our Company,” “we” or “us” (Huaneng Renewables CorporationLimited), a joint stock limited company established in the PRCon August 5, 2010, and, except where the context indicatesotherwise, (i) all of its subsidiaries and (ii) with respect to theperiod before the Company became the holding company of itspresent subsidiaries, the businesses operated by its presentsubsidiaries or (as the case may be) their predecessors

“Company Law” (Company Law of the PRC), adopted bythe Standing Committee of National People’s Congress onOctober 27, 2005 and became effective on January 1, 2006, asamended, supplemented and otherwise modified from time totime

“connected person” has the meaning ascribed thereto in the Listing Rules

“controlling shareholder” has the meaning ascribed thereto in the Listing Rules

“Controlling Shareholder” Huaneng Group

“CSR HK” (CSR (Hong Kong) CompanyLimited), a connected person of the Company

“CSRC” (China Securities RegulatoryCommission)

“Director(s)” director(s) of our Company

“Domestic Shares” ordinary shares in our capital, with a nominal value of RMB1.00each, which are subscribed for and paid up in Renminbi

“East China Region” the three provinces of Shandong, Jiangsu and Zhejiang as well asShanghai

“Electric Power Law” (Electric Power Law of the PRC), adoptedby the Standing Committee of National People’s Congress onDecember 28, 1995 and became effective on April 1, 1996

“euros” or “EUR” the lawful currency of the European Union

“Garrad Hassan” (Garrad Hassan (Beijing)Technology and Service Co., Ltd.), an Independent Third Partyindustry consultant

“GDP” gross domestic product (all references to GDP growth rates are toreal as opposed to nominal rates of GDP growth)

“Global Offering” the Hong Kong Public Offering and the International Offering

“Goldman Sachs” Goldman Sachs (Asia) L.L.C.

— 17 —

DEFINITIONS

“GREEN application form(s)” the application form(s) to be completed by the White Form eIPOService Provider designated by the Company

“Group” the Company and its subsidiaries from time to time

“HCI” (Huaneng Comprehensive Industrial Co.), awholly-owned subsidiary of Huaneng Group

“HIPDC” (Huaneng International Power DevelopmentCorporation), a subsidiary of Huaneng Group

“HK$” or “Hong Kong dollars” or Hong Kong dollars, the lawful currency of Hong Kong“HK dollars”

“HKSCC” Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchanges and ClearingLimited

“HKSCC Nominees” HKSCC Nominees Limited

“HNEIC” (Huaneng New Energy IndustrialCo., Ltd.), a wholly-owned subsidiary of Huaneng Group and thepredecessor of the Company

“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the PRC

“Hong Kong Companies Ordinance” the Hong Kong Companies Ordinance (Chapter 32 of the Lawsof Hong Kong) as amended, supplemented or otherwise modifiedfrom time to time

“Hong Kong Offer Shares” the H Shares offered by us for subscription pursuant to the HongKong Public Offering

“Hong Kong Public Offering” the offering by the Company of initially 248,572,000 H Sharesfor subscription by the public in Hong Kong (subject toadjustment as described in the section headed “Structure of theGlobal Offering” in this prospectus) for cash at the Offer Price onthe terms and conditions described in this prospectus and theApplication Forms

“Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering listed in thesection headed “Underwriting — Hong Kong Underwriters” inthis prospectus

“Hong Kong Underwriting Agreement” the underwriting agreement dated May 27, 2011 relating to theHong Kong Public Offering and entered into by the JointBookrunners, the Hong Kong Underwriters and us as furtherdescribed in the section headed “Underwriting — UnderwritingArrangements and Expenses” in this prospectus

— 18 —

DEFINITIONS

“HPI” (Huaneng Power International, Inc.), ajoint stock limited company incorporated in the PRC and theH Shares of which are listed on the Stock Exchange

“H Share Registrar” Computershare Hong Kong Investor Services Limited

“H Shares” overseas listed foreign shares in our ordinary share capital with anominal value of RMB1.00 each, to be subscribed for and tradedin Hong Kong dollars and listed on the Stock Exchange

“Huaneng Capital” (Huaneng Capital Services CorporationLtd.), a wholly-owned subsidiary of Huaneng Group

“Huaneng Finance” (China Huaneng Finance CorporationLimited), a subsidiary of Huaneng Group

“Huaneng Group” (China Huaneng Group), a state-ownedenterprise established in the PRC and the controlling shareholderof the Company

“IFRSs” the International Financial Reporting Standards, which includestandards and interpretations promulgated by the InternationalAccounting Standards Board (IASB)

“Independent Third Party(ies)” person(s) or company/companies and their respective ultimatebeneficial owner(s), which, to the best of our Directors’knowledge, information and belief, having made all reasonableenquiries, are independent of the Company and its connectedperson

“Inner Mongolia” Inner Mongolia Autonomous Region of the PRC

“International Offering” the conditional placing by the International Underwriters of theInternational Offer Shares, as further described in the sectionheaded “Structure of the Global Offering” in this prospectus

“International Offer Shares” 2,237,138,000 H Shares initially offered by the Company forsubscription under the International Offering, subject to theOver-allotment Option and adjustment as described in the sectionheaded “Structure of the Global Offering” in this prospectus

“International Underwriters” the several underwriters of the International Offering expected toenter into the International Underwriting Agreement tounderwrite the International Offering

“International Underwriting Agreement” the underwriting agreement relating to the International Offeringto be entered into by, among others, the Joint Bookrunners, theInternational Underwriters and us on or around June 3, 2011

“Joint Bookrunners,” “Joint LeadManagers” and “Joint Sponsors”

Morgan Stanley, CICC, Goldman Sachs and Macquarie

— 19 —

DEFINITIONS

“Latest Practicable Date” May 24, 2011, being the latest practicable date for the inclusionof certain information in this prospectus prior to its publication

“Listing” listing of our H Shares on the Stock Exchange

“Listing Committee” the Listing Committee of the Stock Exchange

“Listing Date” the date, expected to be on or around June 10, 2011, on whichour H Shares are listed and from which dealings therein arepermitted to take place on the Stock Exchange

“Listing Rules” the Rules Governing the Listing of Securities on the StockExchange, as amended from time to time

“Macquarie” Macquarie Capital Securities Limited

“Main Board” the Main Board of the Stock Exchange

“Mandatory Provisions” (the Mandatory Provisions forArticles of Association of Companies to be Listed Overseas), forinclusion in the articles of association of companies incorporatedin the PRC to be listed overseas, promulgated by the former StateCouncil Securities Committee and other PRC governmentdepartments on August 27, 1994, as amended, supplemented orotherwise modified from time to time

“MEP” (Ministry of Environmental Protectionof the PRC, formerly known as State Environmental ProtectionAdministration)

“MOF” (Ministry of Finance of the PRC)

“MOFCOM” (Ministry of Commerce of the PRC)

“Morgan Stanley” Morgan Stanley Asia Limited

“Mott MacDonald” Mott MacDonald Limited, an Independent Third Party technicalconsultant

“NDRC” (National Developmentand Reform Commission of the PRC)

“New EIT Law” (The Enterprise Income Tax Law ofthe PRC) adopted by the National People’s Congress onMarch 16, 2007 and became effective on January 1, 2008

“Non-Competition Agreement” the non-competition agreement dated August 6, 2010 and asamended on November 23, 2010 between Huaneng Group and us

“Non-PRC Resident Enterprises” as defined under the New EIT Law, means companies establishedpursuant to a non-PRC law with their de facto management

— 20 —

DEFINITIONS

conducted outside the PRC, but which have establishedorganizations or premises in the PRC, or which have generatedincome within the PRC without having established organizationsor premises in the PRC

“North China Region” Shanxi province, Hebei province and the central part of InnerMongolia

“Northeast China Region” the three provinces of Heilongjiang, Jilin and Liaoning as well asthe eastern part of Inner Mongolia

“NSSF” (National Council for Social SecurityFund of the PRC)

“Offer Price” the final price per Offer Share in Hong Kong dollars (exclusiveof brokerage fee of 1%, SFC transaction levy of 0.003% andStock Exchange trading fee of 0.005%), at which Hong KongOffer Shares are to be subscribed, to be determined in the mannerfurther described in the section headed “Structure of the GlobalOffering — Pricing and Allocation”

“Offer Share(s)” the Hong Kong Offer Shares and the International Offer Shares,collectively, and where relevant, together with any additionalH Shares to be issued pursuant to the exercise of the Over-allotment Option

“Over-allotment Option” the option expected to be granted by the Company to theInternational Underwriters and exercisable by the JointBookrunners on behalf of the International Underwriters underthe International Underwriting Agreement, pursuant to which theCompany may be required to issue and allot up to an aggregate of372,856,000 additional H Shares at the Offer Price as describedin the section headed “Structure of the Global Offering”

“PBOC” (People’s Bank of China)

“People’s Congress” the PRC’s legislative apparatus, including the National People’sCongress and all the local people’s congresses (includingprovincial, municipal and other regional or local people’scongresses) as the context may require, or any of them

“PRC GAAP” generally accepted accounting principles in the PRC

“PRC government” or “State” the government of the PRC, including all governmentalsubdivisions (including provincial, municipal and other regionalor local government entities)

“Price Determination Agreement” the agreement to be entered into by the Joint Bookrunners onbehalf of the Underwriters and the Company on the PriceDetermination Date to record and fix the Offer Price

— 21 —

DEFINITIONS

“Price Determination Date” the date, expected to be on or around June 3, 2011 (Hong Kongtime), but no later than June 8, 2011, on which the Offer Price isto be fixed for the purposes of the Global Offering

“Promoters” the promoters of the Company, namely Huaneng Group andHuaneng Capital

“prospectus” this prospectus being issued in connection with the Hong KongPublic Offering

“Provincial DRC” provincial development and reform commission of the PRC

“Qidong Wind Power” (Huane