Netjoy Holdings Limited — Governance Information 2012

Oct 23, 2012

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.

==> picture [373 x 81] intentionally omitted <==

PROPOSED AMENDMENTS OF THE ARTICLES OF ASSOCIATION

On 23 October 2012, the Board of the Company resolved to, among other things, propose to seek the approval from the Shareholders at the General Meeting to amend the Articles of Association.

The proposed amendments to the Articles of Association is to further enhance the provisions regarding the Company’s profit distribution which are in the best interests of the Company and the Shareholders as a whole.

The above proposal is subject to approval of the Shareholders at the General Meeting and the approval and registration by the relevant government and regulatory authorities in the PRC.

On 23 October 2012 , the Board of the Company resolved to, among other things, propose to seek the approval from the Shareholders at the General Meeting to amend the Articles of Association.

— 1 —

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The proposed amendments to the Articles of Association is to further enhance the provisions regarding the Company’s profit distribution which are in the best interests of the Company and the Shareholders as a whole.

The proposed amendments to the Articles of Association shall come into effect upon (i) the passing of a special resolution at the General Meeting to approve the amendments; and (ii) obtaining the approval and registration by the relevant government and regulatory authorities in the PRC.

Details of the proposed amendments to the Articles of Association are as follows:

(a) The original Article 72 which provides that:

“The following matters shall be resolved by way of special resolutions at the general meeting of shareholders:

• (1) the increase or reduction in share capital and the issue of shares of any class, warrants and other similar securities;

• (2) the issue of debentures of the Company;

• (3) the division, merger, dissolution, liquidation or change in corporate form of the Company;

• (4) the amendment of the Articles of Association;

• (5) the purchase or sale of major assets or the provision of guarantee by the Company in the past year and the amount of which has exceeded 30% of the latest audited total assets of the Company; and

• (6) any other matters prescribed by law and administrative regulations, and those considered by the general meeting of shareholders and resolved by way of an ordinary resolution, to be of a nature which may have a material impact on the Company and should be adopted by special resolution.”

— 2 —

is hereby amended as follows:

“The following matters shall be resolved by way of special resolutions at the general meeting of shareholders:

• (1) the increase or reduction in share capital and the issue of shares of any class, warrants and other similar securities;

• (2) the issue of debentures of the Company;

• (3) the division, merger, dissolution, liquidation or change in corporate form of the Company;

• (4) the amendment of the Articles of Association;

• (5) the purchase or sale of major assets or the provision of guarantee by the Company in the past year and the amount of which has exceeded 30% of the latest audited total assets of the Company;

• (6) the adjustment to profit distribution policy of the Company; and

• (7) any other matters prescribed by law and administrative regulations, and those considered by the general meeting of shareholders and resolved by way of an ordinary resolution, to be of a nature which may have a material impact on the Company and should be adopted by special resolution.”

— 3 —

(b) The original Article 156 which provides that:

“The Company may distribute dividends in the form of:

• (1) cash; and

• (2) shares.

The Company shall implement positive profit allocation approaches (including but not limited to giving priority to the allocation of profit in the form of cash dividends) on the principle of placing emphasis on the importance of reasonable return for investors while taking into account the reasonable capital demand of the Company. The Company may distribute interim cash dividends when it deems appropriate.”

is hereby amended as follows:

“The Company shall establish and maintain a consistent and stable profit distribution policy, where positive distribution methods (including without limitation giving preference to payment of cash dividends) shall be used to ensure reasonable returns of investment for the shareholders while taking into account the long-term interests of the Company, the interests of all the shareholders as a whole and the reasonable funding requirements and sustainable development of the Company. The Company may pay dividends in cash, stock or a combination of both. The Company may distribute interim cash dividends when it deems appropriate.”

(c) To include an additional Article 157

“The Company may pay cash dividends in any year when its earnings and accumulated undistributed profits are positive and its cash flows are sufficient for the normal conduct of business and sustainable development of the Company, provided that the profits to be distributed by the Company in cash shall, in principle, not be less than 50% of the distributable profits realized in that year as indicated in the consolidated accounts.

Where the Company operates well and the Board believes that the Company’s share price does not match with its equity scale and that the distribution of cash dividends will be conducive to the interest of the Company and its shareholders as a whole, then subject to satisfying the condition for cash dividends as mentioned above, the Company may propose to profit distribution policy for cash dividends.

— 4 —

The profit distribution plan of the Company shall be prepared by the management and submitted to the Board and the Board of Supervisors for approval. The Board shall fully discuss the reasonableness of the plan and submit its decision to the general meeting for approval. Where the Company decides not to pay cash dividends under special circumstances, the Board shall explain the reasons for not paying cash dividends and clarify the purpose of use of the Company’s retained earnings, its anticipated investment income, etc.. Such clarification and explanation, along with the comments on them from the independent directors, shall be submitted to the general meeting for approval and to make disclosure.

With respect to any adjustment to the Company’s profit distribution policy, the Board shall conduct a special discussion to demonstrate the reasons for such adjustment and form a report to be reviewed by the independent directors, which shall then be submitted to the general meeting for approval by way of special resolution.

Where the Board does not propose distribution of cash dividends despite the profitability of the Company or where the Company adjusts its cash dividend policy, online voting shall be made accessible to the shareholders in determining such proposal(s).

After the resolution in respect of the profit distribution plan is approved at the general meeting, the Board shall complete the distribution of dividends (or bonus shares) within two months after the meeting.

The Company shall establish various channels of communication to grant the minority shareholders an opportunity to give their opinions on the Company’s profit distributions and the changes in the Company’s profit distribution policy.”

(d) Corresponding changes to the numbering of the original provision of the Articles of Association.

GENERAL INFORMATION

A circular containing, among other things, further details of the proposed amendments to the Articles of Association will be dispatched to the Shareholders as soon as practicable.

— 5 —

DEFINITIONS

In this announcement, the following expressions shall have the following meanings unless the context otherwise requires:

“Articles of Association”	the articles of association of the Company as amended from
	time to time
“Board”	the board of Directors
“China” or “PRC”	the People’s Republic of China and, for the purpose of this
	announcement, excludes Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
“Company”	Huaneng Power International, Inc.
“Directors”	directors of the Company
“General Meeting”	an annual or extraordinary general meeting to be held as soon
	as practicable by the Company to approve, among other things,
	the proposed amendments to the Articles of Association;
“Hong Kong”	Hong Kong Special Administrative Region of the PRC
“Shareholder(s)”	holder(s) of the share(s) of the Company
	By Order of the Board
	Huaneng Power International Inc.
	Du Daming
	Company Secretary

— 6 —

As at the date of this announcement, the directors of the Company are:

Cao Peixi

(Executive Director) Huang Long (Non-executive Director) Li Shiqi (Non-executive Director) Huang Jian (Non-executive Director) Liu Guoyue (Executive Director) Fan Xiaxia (Executive Director) Shan Qunying (Non-executive Director) Guo Hongbo (Non-executive Director) Xu Zujian (Non-executive Director) Xie Rongxing (Non-executive Director)

Shao Shiwei

(Independent Non-executive Director) Wu Liansheng (Independent Non-executive Director) Li Zhensheng (Independent Non-executive Director) Qi Yudong (Independent Non-executive Director) Zhang Shouwen (Independent Non-executive Director)

Beijing, the PRC 24 October 2012

— 7 —