Netjoy Holdings Limited — Proxy Solicitation & Information Statement 2000

Aug 1, 2000

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

NOTICE OF independent shareholders’ SPECIAL GENERAL MEETING

Notice is hereby given that a special general meeting for the independent shareholders of Huaneng Power International, Inc. (the “Company”) will be held at 10:30 a.m. (local time) on 15th September, 2000 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 purpose of considering and, if thought fit, passing the following resolution which will be proposed as an ordinary resolution (which shall be approved by at least the majority of ordinary shares of the independent shareholders of the Company represented in person or by proxy in the meeting):

Ordinary resolution:

“THAT, subject to the passing of a special resolution by the shareholders in relation to the matters set out herein as required by the relevant laws of the People’s Republic of China,

˙ the terms of the Merger Agreement (defined as “the Agreement” in the announcement made by the Company on 18th July, 2000) entered into between the Company and Shandong Huaneng Power Development Co. Ltd., the execution of the Merger Agreement by or for and on behalf of the Company, and the transactions contemplated therein be and are hereby approved and confirmed; and

˙ any director of the Company be and is hereby authorised for and on behalf of the Company to execute all such documents and to do all such things as he may consider necessary for the purpose of implementing the transactions contemplated by the Merger Agreement.”

By Order of the Board
Huang LongCompany Secretary

1st August, 2000

Registered address of the Company:West Wing, Building C
Tianyin Mansion
2C, Fuxingmennan Street
Xicheng District
Beijing 100031
The People’s Republic of China

Attention:

The Company is not soliciting your proxy at this moment, a proxy form will be sent to you together with a circular (as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited). The circular will contain additional information not included in this notice. Please make your decision only after you have received the circular.

Notes:

1. Eligibility for attending the Independent Shareholders’ Special General Meeting

Save those connected persons as defined under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, holders of the Company's Foreign Shares whose names appear on the HK$ Dividend Foreign Shares Register and/or the US$ Dividend H Shares Register maintained by HKSCC 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 August, 2000 are eligible to attend the Independent Shareholders’ Special General Meeting.

1. Proxy

(i) A member eligible to attend and vote at the Independent Shareholders’ Special 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 or an independent 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 Foreign Shares, to HKSCC Registrars Limited, not less than 24 hours before the time designated for holding of the Independent Shareholders’ Special 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 an independent shareholder, such proxies shall only exercise the right to vote by poll.

1. Registration procedures for attending the Independent Shareholders’ Special General Meeting

(i) An independent shareholder or his proxy shall produce proof of identity when attending the meeting. If such independent 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 Independent Shareholders’ Special General Meeting by producing a copy of the resolution of the board of directors or other governing body of such independent shareholder appointing such persons to attend the meeting.

(ii) Holders of H Shares and domestic shares intending to attend the Independent Shareholders’ Special General Meeting should return the reply slip for attending the independent Shareholders’ Special General Meeting to the Company on or before 26th August, 2000.

(iii) Independent shareholders may send the above reply slip to the Company (Attention: Company Secretary Division) 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 August, 2000 to 14th September, 2000 (both days inclusive).

1. Other Businesses

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

(ii) The address of the Share Registrar for Foreign Shares of the Company HKSCC 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)-10-66491999

Facsimile No.: (+86)-10-66491860