Exhibit (c)


FAIRNESS OPINION OF CLSA

July 18, 2000


The Board of Directors
Shandong Huaneng Power Development Co. Limited
36 Yuhan Road
Jinan, Shandong Province
People's Republic of China


Dear Sirs

You have requested our opinion as to the fairness from a financial point of
view to the holders and beneficial owners of the outstanding Ordinary A
Shares and Ordinary N Shares, including N Shares represented by American
Depositary Shares ("ADS"), each of par value RMB1.00 (collectively, the
"Ordinary Shares") of Shandong Huaneng Power Development Co. Limited (the
"Company") of the RMB1.34 per Ordinary A Share and US$0.1618 per Ordinary N
Share (representing US$8.09 per ADS) in cash (the "Merger Consideration")
to be received by such shareholders pursuant to the terms of the Agreement
and Plan of Merger by Absorption, dated July 18, 2000 (the "Agreement"),
between the Company and Huaneng Power International, Inc. ("Huaneng
Power"), pursuant to which the Company will be merged (the "Merger") with
and into Huaneng Power.

Pursuant to the Agreement, all outstanding Ordinary Shares, except for any
Ordinary Shares the holders of which have validly exercised their appraisal
rights under applicable law, will be converted into the right to receive
the Merger Consideration. After giving effect to the Merger, the Company
will be de-listed from the New York Stock Exchange and subsequently cease
to exist.

CLSA, as financial adviser to Shandong Huaneng, has been involved in the
process of the price negotiations with Huaneng Power and its financial
advisers leading to the determination of the Merger Consideration. In
arriving at our opinion, we have reviewed the Agreement and certain
financial and other business information that was publicly available or
furnished to us by the Company, including information provided during
discussions with management, for recent years and interim periods to date.
Included in the information provided during discussions with management
were certain internal financial forecasts and projections of the Company
prepared by the management of the Company.

We have met with the management of the Company to review and discuss such
information and the Company's business, operations, assets, financial
condition and future prospects. In addition, we have also considered
certain financial and stock market data of the Company, and we have
compared that data with similar data for various other companies whose
securities are traded in public markets, which we believe may be similar or
comparable to the Company. We have also reviewed the historical stock
prices and trading volumes of the ADSs, reviewed prices and premiums paid
in certain other recent acquisition or business combination transactions
and conducted such other financial studies, analyses and investigations we
deemed appropriate for purposes of rendering this opinion.

In our review and analysis and in formulating our opinion, we have assumed
and relied upon the accuracy and completeness of all the financial and
other information that was available to us from public sources, that was
provided to us by the Company or its representatives or that was otherwise
reviewed by us, and we have not attempted independently to verify any of
such information. With respect to the financial projections supplied to us
by the Company, we have relied on representations that they were prepared
in good faith and on bases reflecting the best currently available
judgments and estimates of the management of the Company as to the future
operating and financial performance of the Company. In addition, we have
not conducted any physical inspection of the properties or facilities of
the Company or assumed any responsibility for making an independent
evaluation of any assets or liabilities of the Company.

Our opinion is necessarily based on economic, market, financial and other
conditions as they exist on, and on the information made available to us as
of, the date of this letter. It should be understood that, although
subsequent developments may affect this opinion, we do not have any
obligation to update, revise or reaffirm this opinion. Our opinion does not
constitute a recommendation to any shareholder as to how such shareholder
should vote on the proposed Merger.

CLSA Equity Capital Markets Limited ("CLSA"), as part of its investment
banking services, is regularly engaged in the valuation of businesses and
securities in connection with mergers, acquisitions, underwritings, sales
and distributions of listed and unlisted securities, private placements and
valuations for corporate and other purposes. CLSA has performed investment
banking services for Huaneng Power in the past and has been compensated for
such services. We will receive a fee from the Company for rendering this
opinion.

Based upon and subject to the foregoing and such other factors as we deem
relevant, including the various assumptions and limitations set forth
herein, we are of the opinion that as of the date hereof, the Merger
Consideration to be received by the shareholders of the Company pursuant to
the Agreement is fair from a financial point of view to such shareholders.


Yours faithfully,
CLSA EQUITY CAPITAL MARKETS LIMITED
Richard Taylor
Managing Director