Netjoy Holdings Limited — Proxy Solicitation & Information Statement 2000

Dec 29, 2000

(a Sino-foreign joint stock limited company incorporated in the People’s Republic of China)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of Huaneng Power International, Inc. (the “Company”) will be held at 10:00 a.m. on Thursday, 15th February, 2001 at the office of the Company at West Wing, Building C, Tianyin Mansion, 2C Fuxingmennan Street, Xicheng District, Beijing, the People’s Republic of China for the conduct of the following businesses:

A. As ordinary resolutions:

I. To consider and approve the proposal in respect of the validity of the resolution for the issue of the Renminbi denominated ordinary shares (A Shares);

II. To consider and approve the proposal in respect of the retained earnings;

III. To consider and approve the status of the use of proceeds received from the previous issue of the Company and the report thereof;

B. As special resolutions:

I. To consider and approve the proposal for implementation of the issue of Renminbi denominated ordinary shares of a maximum 350,000,000 A shares pursuant to the resolution passed in last annual general meetings, details including:

	(1)	Type of Securities to be issued:	Renminbi denominated ordinary shares (“A shares”).
	(2)	Par value:	RMB1.00 per share.
	(3)	Number of A Shares to be issued:	Not more than 350 million shares.
	(4)	Target subscribers:	The target subscribers will be the natural persons and institutional investors in the PRC, who are the A shares stock account holders of Shanghai Stock Exchange.
	(5)	Pricing process:	The pricing will follow the market practice. A “book-building” process will be conducted to determine the issue price of the A share.

II. To consider and approve the proposal for the use of the proceeds from the issue of A shares:

(1) RMB141 million to repay the principal and the interest incurred to Nanjing Investment Company resulting from the acquisition of Huaneng Nanjing Power Plant;

(2) RMB 1.068 billion to repay the principal and interest of the short-term loans which were obtained from the banks for implementation of the merger with Shandong Huaneng Power Development Co., Ltd.;

(3) in case the proceeds from the issue of A Shares are more than the total of items (1) and (2), the remaining will be applied to repay the Company’s long-term bank loans (as at 30th June, 2000, the long-term bank loans of the Company amounts to RMB13.8 billion).

III. To consider and approve the proposal for authorizing the board of directors (“Directors”) of the Company to handle all relevant matters regarding the issue of A Shares:--

(1) the Directors to be authorised to determine the timing for the issue of A Shares, the issue size, the issue price and the issue mechanism in accordance with the proposals for the issue of A Shares as approved in this extraordinary general meeting;

(2) the Directors be authorised to, upon the completion of the issue of A Shares, to make the necessary amendments to the provisions in the articles of association in relation to the share capital structure of the Company to reflect the revised share capital and further to submit application to and filing with the relevant state authorities for change of the share capital of the Company; and

(3) the Directors be authorised to deal with all other relevant matters relating to the issue of A Shares and the listing thereof.

By Order of the Board
Huang LongCompany SecretaryBeijing, the PRC
29th December, 2000

Notes:

1. Eligibility for attending the Extraordinary General Meeting

Holders of the Company’s H Shares whose names appear on the HK$ Dividend H Shares Register and/or the US$ Dividend H Shares Register maintained by Hong Kong Registrars Limited and holders of domestic shares whose names appear on the domestic shares register maintained by the Company at the close of business on 16th January, 2001 are eligible to attend the Extraordinary General Meeting.

1. Proxy

(i) A member eligible to attend and vote at the Extraordianry General Meeting is entitled to appoint, in written form, one or more proxies to attend and vote on behalf of him. A proxy needs not be a shareholder.

(ii) A proxy should be appointed by a written instrument signed by the appointor or its attorney duly authorised in writing. If the form of proxy is signed by the attorney of the appointor, the power of attorney authorising that attorney to sign or other authorisation document(s) shall be notarised.

(iii) To be valid, the power of attorney or other authorisation document(s) which have been notarised together with the completed form of proxy must be delivered, in the case of holders of domestic shares, to the Company and, in the case of holders of H Shares, to Hong Kong Registrars Limited, not less than 24 hours before the time designated for holding of the Extraordianry General Meeting.

(iv) A proxy may exercise the right to vote by a show of hands or by poll. However, if more than one proxy is appointed by a shareholder, such proxies shall only exercise the right to vote by poll.

1. Registration procedures for attending the Extraordianry General Meeting

(i) A shareholder or his proxy shall produce proof of identity when attending the meeting. If a shareholder is a legal person, its legal representative or other persons authorised by the board of directors or other governing body of such shareholder may attend the Extraordianry General Meeting by producing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such persons to attend the meeting.

(ii) Holders of H Shares and domestic shares intending to attend the Extraordinary General Meeting should return the reply slip for attending the Extraordinary General Meeting to the Company on or before 25th January, 2001.

(iii) Shareholders may send the above reply slip to the Company in person, by post or by fax.

1. Closure of Register of Members

The register of members of the Company will be closed from 16th January, 2001 to 14th February, 2001 both days inclusive.

1. Other Businesses

(i) The Extraordinary General Meeting will not last for more than one day. Shareholders who attend shall bear their own travelling and accommodation expenses.

(ii) The address of the Share Registrar for H Shares of the Company, Hong Kong Registrars Limited is at:
2/F, Vicwood Plaza
199 Des Voeux Road Central
Hong Kong

(iii) The registered address of the Company is at:
West Wing, Building C
Tianyin Mansion
2C, Fuxingmennan Street
Xicheng District
Beijing 100031
The People’s Republic of China
Telephone No: (+86)-10-6649 1999
Facsimile No: (+86)-10-6649 1860