THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this Prospectus (as defined herein) or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. A copy of each of the Rights Issue Documents (as defined herein), having attached thereto the documents specified in the paragraph headed “Documents delivered to the Registrar of Companies” in Appendix III to this Prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 38D of the Companies Ordinance. Under section 38D(2)(a)(i) of the Companies Ordinance, the Registrar of Companies take no responsibility for the contents of this Prospectus. Dealings in the Shares (as defined herein) and the Rights Shares (as defined herein) in their nil-paid form and fully-paid form may be settled through CCASS (as defined herein) operated by HKSCC (as defined herein) and you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser for details of those settlement arrangements and how such arrangements may affect your rights and interests. If you have sold or transferred all or part of your Shares, you should at once hand the Rights Issue Documents to the purchaser or the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser. Subject to the granting of the listing of, and permission to deal in, the Rights Shares in their nil-paid and fully-paid forms on the Stock Exchange (as defined herein) as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in their nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares in their nil-paid and fully-paid forms or such other dates as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this LR 11.20 Prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Prospectus. LR 13.38(1) CHINA RESOURCES POWER HOLDINGS COMPANY LIMITED 華潤電力控股有限公司 (Incorporated in Hong Kong with limited liability under the Companies Ordinance) LR 13.51(A) (Stock Code: 836) RIGHTS ISSUE OF 424,337,196 RIGHTS SHARES IN THE PROPORTION OF ONE RIGHTS SHARE FOR EVERY TEN SHARES HELD ON THE RECORD DATE AT HK$14.00 PER RIGHTS SHARE Financial Advisers to the Company Underwriter to the Rights Issue LR 7.19(2) China Resources (Holdings) Company Limited The latest time for acceptance of and payment for the Rights Shares is 4:00 p.m. on Friday, 10 July 2009. The procedure for acceptance and payment or transfer of the Rights Shares is set out on pages 13 and 14 of this Prospectus. The Underwriting Agreement (as defined herein) in respect of the Rights Issue (as defined herein) contains provisions entitling the Underwriter LR 7.19(2) (as defined herein) by giving notice to the Company to terminate the obligations of the Underwriter thereunder at any time at or prior to the Latest Time for Termination on the occurrence of certain events including force majeure events. These events are set out in the section headed “Termination of the Underwriting Agreement” on pages 7 to 8 of this Prospectus. If the Underwriter exercises such right, the Underwriting Agreement will not become unconditional and the Rights Issue will not proceed. Upon the giving of written notice of termination, all the obligations of the Underwriter and the Company under the Underwriting Agreement shall cease and neither party shall have any claim against the other party in respect of any matter or thing arising out of or in connection with the Underwriting Agreement (other than in respect of any antecedent breaches) provided that the Company shall remain liable to pay the Underwriter the expenses payable under the Underwriting Agreement. It should also be noted that the Shares have been dealt in on an ex-rights basis from Thursday, 18 June 2009 and that the Rights Shares are expected to be dealt in their nil-paid form from Monday, 29 June 2009 to Tuesday, 7 July 2009 (both days inclusive). Any dealings in the Shares from now up to the date on which all conditions to which the Rights Issue is subject are required to be fulfilled (which is expected to be Tuesday, 14 July 2009), or any dealings in the Rights Shares in their nil-paid form from the date hereof to Tuesday, 14 July 2009 (both days inclusive), are accordingly subject to the risk that the Rights Issue may not become unconditional or may not proceed. Shareholders (as defined herein) and potential investors in the Company should therefore exercise caution when dealing in the Shares or the Rights Shares in their nil-paid form, and if they are in any doubt about their position, they should consult their professional advisers. 25 June 2009 CONTENTS Page Definitions ............................................................... 1 Expected timetable for the Rights Issue ........................................ 5 Termination of the Underwriting Agreement .................................... 7 Letter from the Board ..................................................... 9 Appendix I Financial Information of the Group .......................... 27 Appendix II Unaudited Pro Forma Financial Information of the Group ........ 122 Appendix III General Information ...................................... 126 —i— DEFINITIONS In this Prospectus, unless the context otherwise requires, the following expressions have the following meanings: “Acceptance Date” : the latest date for acceptance of, and payment for, the Rights Shares and application for the excess Rights Shares, expected to be Friday, 10 July 2009; “Allotment Date” : the second Business Day following the Acceptance Date, expected to be Tuesday, 14 July 2009; “Announcement” : the announcement of the Company dated 4 June 2009 relating to, inter alia, the Rights Issue; “Board” : the board of Directors; “Business Day” : a day (other than a Saturday, a Sunday or a day on which either a tropical cyclone warning signal number 8 or above or a “black” rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on which licensed banks are open for general banking business in Hong Kong throughout their normal business hours; “CCASS” : the Central Clearing and Settlement System established and operated by the HKSCC; “China Resources Holdings” : China Resources (Holdings) Company Limited (華潤(集團)有限 公司), a company incorporated under the laws of Hong Kong and the controlling shareholder of the Company holding approximately 64.81% of its issued share capital as at the Latest Practicable Date; “China Resources National : China Resources National Corporation* (中國華潤總公司), a Corporation” company incorporated in the PRC holding an effective interest of approximately 99.98% in China Resources Holdings, and the ultimate holding company of the Company as at the Latest Practicable Date; “Companies Ordinance” : the Companies Ordinance, Chapter 32 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time; “Company” : China Resources Power Holdings Company Limited (華潤電力控股有限公司), a company incorporated in Hong Kong, the shares of which are listed and traded on the Main Board of the Stock Exchange; “controlling shareholder” : has the meaning ascribed thereto in the Listing Rules; “Director(s)” : the directors of the Company; —1— DEFINITIONS “EAF(s)” : application form(s) for excess Rights Shares; “Group” : the Company and its subsidiaries; “HKSCC” : Hong Kong Securities Clearing Company Limited; “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong; “Hong Kong” : the Hong Kong Special Administrative Region of the People’s Republic of China; “Last Trading Day” : Thursday, 4 June 2009, being the last full trading day of the Shares before the publication of the Announcement; “Latest Time for : 4:00 p.m. on the Allotment Date; Termination” “Latest Practicable Date” : Friday, 19 June 2009, being the latest practicable date prior to the printing of the Prospectus for ascertaining certain information contained herein; “Listing Rules” : the Rules Governing the Listing of Securities on the Stock Exchange; “Non-Qualifying : any Overseas Shareholder(s) to whom the Directors, based on Shareholder(s)” legal advice provided by legal advisers, consider it necessary or expedient not to offer the Rights Shares on account of either legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in such place; “Overseas Shareholder(s)” : Shareholder(s) with registered addresses (as shown in the register of members of the Company on the Record Date) outside Hong Kong; “PAL(s)” : provisional allotment letter(s) for the Rights Issue; “PRC” : the People’s Republic of China, but for the purposes of this Prospectus