Netjoy Holdings Limited — Proxy Solicitation & Information Statement 2002

Mar 28, 2002

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

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Huaneng Power International, Inc. (the “Company”) will be held at 9:00 a.m. on Wednesday, 15th May, 2002 at Beijing International Convention Centre at No.8 Beichen East Road, Chaoyang District, Beijing, the People’s Republic of China for the conduct of approving the following ordinary resolutions:

1. To consider and approve the report of the Directors for the year 2001.

2. To consider and approve the report of the Supervisory Committee for the year 2001.

3. To consider and approve the audited financial statements of the Company for the year 2001.

4. To consider and approve the dividend distribution plan of the Company for the year 2001.

5. To consider and approve the proposal of ceasing to engage Arthur Andersen & Co and Arthur Andersen ˙ Hua Qiang as the Company’s international auditors and PRC auditors for the year 2002.

6. To consider and approve the proposal of appointing PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian CPAs Co. Ltd. as the Company’s international auditors and PRC auditors respectively for the year 2002 with the total annual remuneration of US 1 million.

7. To consider and approve the proposal for change of certain Directors and addition of Independent Director of the Company (Biographies of the Candidates of Directors, see Note 1) :

7.1 Resignations of Mr. Feng Dawei, Ms. Li Zhongshu, Mr. Bao Qianyuan, Mr. Lin Jianxin and Mr. Miao Kai as Directors of the Company.

7.2 Elect Mr. Wu Dawei as Director of the Company.

7.3 Elect Mr. Liu Guoyue as Director of the Company.

7.4 Elect Mr. Shen Zongmin as Director of the Company.

7.5 Elect Mr. Shen Weibing as Director of the Company.

7.6 Elect Mr. Qian Zhongwei as Independent Director of the Company.

By Order of the Board
Huang LongCompany Secretary

Beijing, the PRC

28th March, 2002

Notes:

1. Candidates of Directors and their biographies

Wu Dawei, Male, aged 48, was appointed the Vice President of the Company by the Board on 19th September, 2001. He joined the Company in 1988 and has served as Deputy General Manager of Shanghai Shidongkou Second Power Plant, Deputy Manager of Shanghai branch of the Company, and the General Manager of Shanghai Shidongkou Second Power Plant. Mr. Wu is a senior engineer. He graduated from Shanghai Institute of Electric Power and has obtained a Master of Business Administration degree from the Central Europe International Business School of Shanghai Jiaotong University. Mr. Wu was nominated as a candidate for Director at the board meeting on 19th September, 2001.

Liu Guoyue, Male, aged 38, was appointed the Vice President of the Company on 19th September, 2001. He joined the Company in 1987 and has served as the deputy manager, vice president and president of Shijiazhuang as well as the President of Huaneng Dezhou Power Plant. Mr. Liu is a senior engineer, graduated from Northern China Electric Power University with a bachelor degree in science and a bachelor degree in business management. Mr. Liu was nominated s a candidate for Director at the board meeting on 19th September, 2001.

Shen Zongmin, Male, aged 47, is the President of Shantou Electric Power Development Company and Chairman of Shantou Power Development Joint Stock Company Limited. Previously, he was the President of Shantou Light Industry Mechanical (Group) Company. Mr. Shen was nominated as a candidate for Director at the board meeting on 19th September, 2001.

Shen Weibing, Male, aged 34, is the chief officer of Nantong Investment Management Center. He was the vice president and president of Nantong Municipal Oil Company, vice president and legal representative of Nantong Municipal Construction Investment Company, and deputy chief officer of Nantong Investment Management Centre. Mr. Shen is a senior economist. He graduated from Nanjing University and hold a master degree in business administration. On 12th March, 2002, the Board of Directors nominated Mr. Shen as director of the Company.

Qian Zhongwei, Male, aged 63, is the Vice President of the United Association of China Electric Enterprises. He has been the Deputy Chief Engineer, Chief Engineer and Deputy head of the Eastern China Power Industry Management Bureau, Head of Shanghai Electricity Bureau and President of Eastern China Power Group Company. Mr. Qian is a senior engineer and graduated from the electrical engineering department of Qinghua University. Mr. Qian was nominated as a candidate for Independent Director at the board meeting on 5th December, 2001.

2. Eligibility for attending the Annual 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 the Company’s Domestic Shares whose names appear on the Domestic Shares Register maintained by the Company at the close of business on 26th April, 2002 are eligible to attend the Annual General Meeting.

3. Proxy

(i) A member eligible to attend and vote at the Annual General Meeting is entitled to appoint, in written form, one or more proxies to attend and vote on his behalf. 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 Annual 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.

4. Registration procedures for attending the Annual 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 Annual 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 intending to attend the Annual General Meeting should return the reply slip for attending the Annual General Meeting to the Company on or before 24th April, 2002.

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

5. Closure of H Share Register of Members

The H share register of members of the Company will be closed from 14th April, 2002 to 14th May, 2002 (both days inclusive).

6. Other Businesses

(i) The Annual General Meeting will last for half 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)-10-66491999
Facsimile No.:	(+86)-10-66491888

Please also refer to the published version of this announcement in the South China Morning Post.