Netjoy Holdings Limited - Proxy Solicitation & Information Statement 2004

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ACTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Huaneng Power International, Inc., you should at once hand this circular and the form of proxy previously sent to shareholders to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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

(Stock Code: 902)

PROPOSALS FOR ISSUE OF CONVERTIBLE BONDS, AMENDMENTS TO ARTICLES OF ASSOCIATION AND APPOINTMENT OF NEW DIRECTORS

Notices convening EGM and H Shares Class Meeting of the Company to be held at 9:00 a.m. and 11:00 a.m. respectively on 28th September, 2004 at Beijing International Convention Centre at No.8 Beichen East Road, Chaoyang District, Beijing, the People’s Republic of China are set out on pages 16 to 21 of this circular. Whether or not you are able to attend the meetings, you are requested to complete and return the relevant forms of proxy enclosed herewith in accordance with the instructions printed thereon as soon as possible and in any event not less than 24 hours before the time appointed for holding such meeting.

Completion and return of the forms of proxy shall not preclude you from attending and voting in person at the meetings or at any adjourned meetings should you so wish.

14th August, 2004

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the	Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix —	Proposed Amendments to Articles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Notice of EGM	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Notice of H Shares Class Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		19

— i —

DEFINITIONS

In this circular, unless otherwise indicated in the context, the following expressions have the meaning set out below:

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|||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|“Articles|of|Association”|the|articles|of|association|of|the|Company|
|“Board”|the|board|of|directors|of|the|Company|
|“Class|Meetings”|Domestic|Shares|Class|Meeting|and|H|Shares|Class|Meeting|
|“Company”|Huaneng|Power|International,|Inc.|
|“Convertible|Bonds”|up|to|US$300|million|in|principal|amount|of|bonds|proposed|
|to|be|issued|by|the|Company|which|are|convertible|into|new|
|H|Shares|
|“CSRC”|(China|Securities|Regulatory|
|Commission)|
|“Directors”|the|directors|of|the|Company|
|“Domestic|Shares|Class|Meeting”|the|class|meeting|of|the|holders|of|Domestic|Shares|to|be|held|
|on|28th|September|2004|at|10:00|a.m.|at|Beijing|International|
|Convention|Centre|at|No.8|Beichen|East|Road,|Chaoyang|
|District,|Beijing,|the|People’s|Republic|of|China|
|“Domestic|Shares”|Renminbi|denominated|ordinary|domestic|shares|with|
|nominal|value|of|RMB1.00|each|in|the|share|capital|of|the|
|Company|
|“EGM”|the|extraordinary|general|meeting|of|the|Company|to|be|held|
|on|28th|September,|2004|at|9:00|a.m.|at|Beijing|International|
|Convention|Centre|at|No.|8|Beichen|East|Road,|Chaoyang|
|District,|Beijing,|the|People’s|Republic|of|China,|a|notice|of|
|which|is|set|out|in|this|Circular|
|“H|Shares|Class|Meeting”|the|class|meeting|of|the|holders|of|H|Shares|to|be|held|on|28th|
|September|2004|at|11:00|a.m.|at|Beijing|International|
|Convention|Centre|at|No.8|Beichen|East|Road,|Chaoyang|
|District,|Beijing,|the|People’s|Republic|of|China,|a|notice|of|
|which|is|set|out|in|this|Circular|
|“H|Shares”|overseas|listed|foreign|invested|shares|in|the|Company’s|
|share|capital,|with|a|nominal|value|of|RMB1.00|each,|which|
|are|listed|on|the|Stock|Exchange|
|“HKSCC”|Hong|Kong|Securities|Clearing|Company|Limited|
|“Hong|Kong”|the|Hong|Kong|Special Administrative|Region|of|the|People’s|
|Republic|of|China|

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— 1 —

DEFINITIONS
“Hong Hong Stock Exchange” The Stock Exchange of Hong Kong Limited “Listing Rules” Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time)
“PRC” the People’s Republic of China “Proposed Amendments to the proposed amendments to the Articles of Association of the Articles” Company as set out in the appendix to this circular
“RMB” Renminbi, the lawful currency of PRC “SDRC” (The State Development and Reform Commission)
“Share(s)” the H Shares and Domestic Shares of the Company “Shareholders” holders of Shares

— 2 —

LETTER FROM THE BOARD

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

(Stock Code: 902)

Directors:

Li Xiaopeng Wang Xiaosong Ye Daji Huang Jinkai Liu Jinlong Shan Qunying Yang Shengming Xu Zujian

Legal Address:

West Wing, Building C, Tianyin Mansion, No. 2C Fuxingmennan Street, Xicheng District, Beijing 100031, People’s Republic of China.

Independent Directors:

Gao Zongze Zheng Jianchao Qian Zhongwei Xia Donglin

14th August, 2004

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR ISSUE OF CONVERTIBLE BONDS, AMENDMENTS TO ARTICLES OF ASSOCIATION AND APPOINTMENT OF NEW DIRECTORS

On 10th August, 2004, the Board convened a meeting at which it was resolved that according to the relevant laws and regulations, and the Articles of Association of the Company, the Company should convene an EGM and Class Meetings for its shareholders to consider and approve the following matters.

I. PROPOSED RESOLUTIONS

1. PROPOSED ISSUE OF CONVERTIBLE BONDS

Information about the Covertible Bonds

The Company proposes to issue up to US$300 million in principal amount of Convertible Bonds which will be convertible into new H Shares. The Convertible Bonds are proposed to be in the form of US dollar denominated convertible bonds. Application will be made to list the Convertible Bonds

— 3 —

LETTER FROM THE BOARD

on an internationally recognised stock exchange. The issue size, interest rate, conversion price, exchange rate structure and timing of the issue of Convertible Bonds will be determined by the Board after careful consideration and taking into account the prevailing market conditions and all other relevant factors at that time. Other terms and conditions of the Convertible Bonds will also be determined by the Board prior to the proposed issue of Convertible Bonds. The Convertible Bonds are expected to be offered only to professional and institutional investors, and shareholders of the Company will not be entitled to subscribe for the Convertible Bonds solely by virtue of their shareholdings in the Company. There will not be a public offering of the Convertible Bonds.

The proposed issue of Convertible Bonds will be conditional on, among other things, the following:

(a) the obtaining of the approvals by way of special resolutions at:
(1) the EGM;
(2) the H Shares Class Meeting; and
(3) the Domestic Shares Class Meeting;
(b) the obtaining of the approvals or consents from the relevant PRC regulatory authorities including:
(1) the SDRC; and
(2) the CSRC;
(c) the granting by the Hong Kong Stock Exchange of approval for the listing of and permission to deal in the new H Shares to be issued upon conversion (if any) of the Convertible Bonds; and
(d) the granting of approval for the listing of the Convertible Bonds by an internationally recognised stock exchange on which the Convertible Bonds are to be listed.

The authority granted to the Directors by way of special resolutions passed at the EGM, H Shares Class Meeting and Domestic Shares Class Meeting with regard to the proposed issue of Convertible Bonds will expire twelve months after the date of such resolutions passed at the aforesaid general meetings.

Proposed Use of Proceeds

The net proceeds of the proposed issue of Convertible Bonds are expected to be used to meet the Company’s foreign currency needs for the following:

(a) the purchase of major imported equipment for new power plants and for expanding existing power plants;
(b) acquisition of power plants in operation; and

— 4 —

LETTER FROM THE BOARD

Should the actual use of proceeds have to meet any disclosure and/or shareholders’ approval requirement under the Listing Rules, the Company shall comply with the relevant provisions of the Listing Rules to make the necessary disclosure and to seek the appropriate approvals as required.

Reasons for the issue of convertible bonds

The Company has not conducted any fund raising activities in the preceding twelve months. The Board has carefully considered different financing options for the funding needs of the Company as set out above and believes the proposed issue of Convertible Bonds to be the most appropriate arrangement for the Company for the following reasons:

(a) a convertible bond issue would allow the Company to take advantage of the current favourable low interest rate environment, thereby lowering the Company’s overall funding cost;
(b) a convertible bond issue would generally allow the issuer to pay a lower interest coupon payment than would be the case for a straight bond issue; and
(c) the proposed issue of Convertible Bonds would not lead to any immediate dilution on the Company’s basic earnings per Share which would arise in the case of a new issue of H Shares.

Impact on Shareholders

Upon conversion of the Convertible Bonds to be issued, there would be an increase in the number of H Shares held by the public. The exact size of the increase will depend upon the final terms of the Convertible Bonds, including, among other terms, the size of the issue and the conversion price at which the Convertible Bonds will be converted into H Shares. It is currently contemplated that the initial conversion price will be determined with reference to a premium over the closing price of H Shares for a certain period of trading days immediately prior to the pricing date. The final terms of the Convertible Bonds are expected to be determined only after the completion of a roadshow (if any) and “book-building” offering process. Shareholders’ equity interest in the Company will be diluted as a result of the exercise of the conversion rights attached to the Convertible Bonds. Further announcements will be made once the terms and conditions of the Convertible Bonds are determined.

Amendments to the articles of association

At the EGM, the H Shares Class Meeting and the Domestic Shares Class Meeting, special resolutions will be proposed to authorise the Board to make amendments to the Articles of Association to reflect the increase of the registered capital of the Company to comprise the Shares in issue and the new H Shares to be issued upon conversion of the Convertible Bonds.

New H Shares

Any new H Shares to be issued upon conversion of the Convertible Bonds will rank pari passu with, and within the same class as, the H Shares in issue on the relevant conversion date in all respects, save in respect of entitlements to dividends and other distributions which will depend on the conversion date(s) for the Convertible Bonds and the date for the payment of dividends or other distribution with respect to the Shares.

— 5 —

LETTER FROM THE BOARD

2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Company proposes to make certain amendments to its Articles of Association to meet the Company’s development. The Proposed Amendments to the Articles are set out in Appendix to this circular. According to the Articles of Association and the relevant laws and regulations, the Proposed Amendments to the Articles are subject to the approval of the shareholders of the Company by way of a special resolution at the EGM.

The Board believes that the Proposed Amendments to Articles do not cause any substantive changes to the content of the original Articles of Association in terms of their adherence to the “Mandatory Provisions for Companies Listed Overseas” (“Mandatory Provisions”) issued on 27th August, 1994 by the then State Council Securities Comission and the State Commission for Restructuring Economic System. Therefore, both the Directors of the Company and the Company’s PRC legal advisor confirm that the amended Articles of Association will still satisfy the requirements of the Mandatory Provisions.

3. APPOINTMENT OF NEW DIRECTORS

The Board has resolved to elect Mr. Huang Yongda and Mr. Liu Shuyuan as directors of the Company, and Mr. Liu Jipeng as independent director of the Company. Their biographies are set out below:

Mr. Huang Yongda

Mr. Huang, aged 47, is the Vice President of China Huaneng Group and President of the Company. He is a senior accountant and graduated from the Industrial Accounting Department of China Renmin University. He was the deputy manager of the Pricing Department of the Economic Moderation Office of the Ministry of Energy, manager and deputy head of the Economic Moderation and State Asset Supervision Office of the Ministry of Power Industry, deputy head of the General Office of Ministry of Power Industry, deputy officer of the Finance and Asset Management Department of State Power Corporation, deputy manager of Power Department of the State Economic and Trade Commission, president of Jiangxi Province Power Corporation and vice president of Huaneng International Power Development Corporation. Mr. Huang has not held any directorship in any other public companies listed on the Hong Kong Stock Exchange in the past three years.

Other than the relationship arising from his being a Director and same as mentioned above, Mr. Huang does not have any relationships with any other Directors, senior management, substantial shareholders, or controlling shareholders (as defined in the Listing Rules) of the Company.

As at the date of this circular, Mr. Huang has no interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

After obtaining approval from shareholders in respect of Mr. Huang’s appointment, the Company will enter into a service contract with Mr. Huang for a term expiring in December 2006. The Director’s fee will be determined with reference to the PRC market conditions.

No other matters should be brought to the attention of the Shareholders in respect to Mr. Huang’s appointment.

— 6 —

LETTER FROM THE BOARD

Mr. Liu Shuyuan

Mr. Liu, aged 54, is the president of Liaoning Energy Investment (Group) Limited Liability Company and Liaoning Energy Corporation. He has been the Vice Chairman of the Supervisory Committee of the Company, the general manager of Liaoning Tieling Steel Plant, director of Tieling Municipal Construction Commission and Assistant to the Mayor. Mr. Liu is a senior economist and a postgraduate specializing in economic management. Mr. Liu has not held any directorship in any other public companies listed on the Hong Kong Stock Exchange in the past three years.

Other than the relationship arising from his being a Director and save as mentioned above, Mr. Liu does not have any relationships with any other Directors, senior management, substantial shareholders, or controlling shareholders (as defined in the Listing Rules) of the Company.

As at the date of this circular, Mr. Liu has no interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

After obtaining approval from shareholders in respect of Mr. Liu’s appointment, the Company will enter into a service contract with Mr. Liu for a term expiring in December 2006. The Director’s fee will be determined with reference to the PRC market conditions.

No other matters should be brought to the attention of the Shareholders in respect to Mr. Liu’s appointment.

Mr. Liu Jipeng

Mr. Liu, aged 48, is the chairman of Beijing Standard Consulting Company, professor and head of corporate research institute of Capital Economic and Trade University. He is also a professor of the Graduate School of China Academy of Social Science, mentor of graduate students of the Centre for Financial Studies of the Ministry of Finance, senior consultant of several institutes, including China Power Enterprises Union, China Securities Market Research and Design Centre, and consultant of the former State Power Corporation. Mr Liu graduated from the Economic Department of the Graduate School of China Academy of Social Science with a master’s degree in economics. He is titled as professor and is a certified accountant. Mr. Liu has not held any directorship in any other public companies listed on the Hong Kong Stock Exchange in the past three years.

Other than the relationship arising form his being an independent non-executive Director, Mr. Liu does not have any relationships with any other Directors, senior management, substantial shareholders, or controlling shareholders (as defined in the Listing Rules) of the Company.

As at the date of this circular, Mr. Liu has no interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

— 7 —

LETTER FROM THE BOARD

No other matters should be brought to the attention of the Shareholders in respect to Mr. Liu’s appointment.

II. RECOMMENDATION

The Directors consider that the proposed resolutions set out above are in the best interests of the Company and its shareholders and accordingly recommend the Shareholders to vote in favour of the resolutions which will be proposed at the EGM and Class Meetings.

III. THE EGM AND CLASS MEETINGS

The EGM, Domestic Shares Class Meeting and H Shares Class Meeting will be convened at 9:00 a.m., 10:00 a.m. and 11:00 a.m. on 28th September, 2004 respectively at Beijing International Convention Centre at No.8 Beichen East Road, Chaoyang District, Beijing, PRC. Notice of the EGM and H Shares Class Meeting are set out on pages 16 to 21 in this circular.

Reply slips and forms of proxy for use in connection with the EGM and H Shares Class Meeting are enclosed with this circular. Whether or not you intend to attend the meeting in person, you are requested to complete and return the reply slips in accordance with the instructions printed thereon to the registered office of the Company at West Wing, Building C, Tianyin Mansion, 2C, Fuxingmennan Street, Xichang District, Beijing, PRC as soon as possible but in any event by 9th September, 2004. The forms of proxy should be completed and returned to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Rooms 1901-05, 19/F., Hopewell Centre, 183 Queen’s Road East, Hong Kong or the registered office of the Company in accordance with the instructions printed thereon as soon as practicable and in any event by not later than 24 hours before the time appointed for the holding of the EGM and H Shares Class Meeting. Completion and return of the forms of proxy will not preclude you from attending and voting in person at the relevant meeting should you so wish.

Yours faithfully, For and on behalf of Huaneng Power International, Inc. Wang Xiaosong Vice Chairman

— 8 —

PROPOSED AMENDMENTS TO ARTICLES

APPENDIX

The original Article 15 which provides that:

“With the approval of the examination and approval departments authorized by the State Council, the aggregate amount of the ordinary shares to be issued by the Company initially shall equal 5 billion shares, 3.75 billion of which shall be issued to the promoters (domestic shares), constituting 75% (seventy-five percent) of the total number of ordinary shares.

1.25 billion of the ordinary shares issued after the establishment of the Company shall be overseas listed foreign shares and shall constitute 25% (twenty-five percent) of the ordinary shares.

After passed by a special resolution in a general meeting of shareholders and approved by the relevant departments of the Chinese government, the Company had completed the issuing and placing of 250 million overseas listed foreign shares and 400 million domestic shares on 4 March 1998. The stock structure after the above issuing and placing shall be as follows: 5.65 billion ordinary shares, of which 4.15 billion shares are owned by shareholders of domestic shares, accounting for around 73.45% of the total ordinary shares; and 1.5 billion overseas listed shares, accounting for around 26.55% of the total ordinary shares.

After passed by a special resolution in a general meeting of shareholders and approved by the relevant departments of the Chinese government, the Company had completed the issuing and placing of 350 million domestic shares in 2001, of which 250 million shares are domestic listed shares and 100 million shares are domestic non-listed shares.

After the above new issue and placing, the capital structure of the Company shall be: 6 billion ordinary shares, of which 250 million shares are owned by shareholders of listed domestic shares, accounting for around 4.17% of the total share capital of the Company; other shareholders of domestic shares own 4.25 billion shares, accounting for 70.83% of the total share capital of the Company; and shareholders of overseas listed shares own 1.5 billion shares, accounting for around 25% of the total share capital of the Company.”

is hereby amended as follows:

1.25 billion of the ordinary shares issued after the establishment of the Company shall be overseas listed foreign shares and shall constitute 25% (twenty-five percent) of the ordinary shares.

— 9 —

PROPOSED AMENDMENTS TO ARTICLES

APPENDIX

73.45% of the total ordinary shares; and 1.5 billion overseas listed shares, accounting for around 26.55% of the total ordinary shares.

After passed by a special resolution in a general meeting of shareholders and approved by the relevant departments of the Chinese government, the Company had completed the issuing and placing of 350 million domestic shares in 2001, of which 250 million shares are domestic listed shares and 100 million shares are domestic non-listed shares.

After passed by a special resolution in shareholders’ general meeting, the Company had distributed profits to the shareholders by bonus shares, totalling 3,013,835,600 shares, and increase the registered share capital by conversion of additional paid-in capital by distributing 3,013,835,600 bonus shares to the shareholders.

Upon the completion of issuing new overseas listed foreign shares by the Company in manner as set out in Article 16 and the completion of bonus issue of shares by distribution of profit and conversion of additional paid-in capital, the share captial structure should be: 12,055,383,440 ordinary shares, of which 500 million shares are owned by shareholders of listed domestic shares, accounting for around 4.15% of the total share capital of the Company; other shareholders of domestic shares own 8.5 billion shares, accounting for 70.51% of the total share capital of the Company; and shareholders of overseas listed shares own 3,055,383,440 shares, accounting for around 25.34% of the total share capital of the Company.”

2. The original Article 16 which provides that:

“As resolved in the class meeting for the Company’s domestic shareholders and in the class meeting for the Company’s overseas listed foreign shares and in the extraordinary general meeting of the Company by way of special resolution, and with the approval of the supervising department of the China government, the Company may issue notes overseas which are convertible to the Company’s new overseas listed shares, with a maximum principal amount of US$200,000,000, together with a further over-allotment option to issue additional convertible notes up to a principal amount of US$30,000,000 (collectively known as “Convertible Notes”). The maximum number of new overseas listed foreign shares to be issued by the Company is 400,000,000 (where the exact number shall be modified in accordance with the actual number of newly issued overseas listed shares converted from the Convertible Notes).”

is hereby amended as follows:

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APPENDIX

PROPOSED AMENDMENTS TO ARTICLES

China government, the Company may issue notes overseas which are convertible to the Company’s new overseas listed shares, with a maximum principal amount of US$200,000,000, together with a further over-allotment option to issue additional convertible notes up to a principal amount of US$30,000,000 (collectively known as “Convertible Notes”). The number of newly issued overseas listed foreign shares pursuant to the Convertible Notes is 27,172,240.”

The original Article 19 which provides that:
“The Company’s initial registered capital shall be Rmb6 billion.

Pursuant to Article 16 of these Articles of Association, the Company shall, from time to time, after issuing new overseas listed foreign shares, increases the amount of registered capital to a maximum of Rmb6.4 billion. The exact number should be amended in accord with the final actual number of Convertible Notes converted into the Company’s new overseas listed foreign shares.”

is hereby amended as follows:

“The registered share capital of the Company is Rmb12,055,383,440.”

The original Article 85 which provides that:

“The Company has a board of directors, consisting of 12 members. The number of external directors shall be more than half (including the half) of the total number of directors. The number of independent directors shall be more than one-third (including one-third) of the total number of directors. At least one of the independent directors shall be an accountant. The board shall have one Chairman and one Vice Chairman.

Audit Committee, Nomination Committee, and Remuneration and Assessment Committee are to be established under the administration of the board. The members of such special committees shall be directors. The majority of the members of Audit Committee, Nomination Committee, and Remuneration and Assessment Committee shall be independent directors while the co-ordinators of such committees shall be independent directors.”

is hereby amended as follows:

“The Company has a board of directors, consisting of 15 members. The number of external directors shall be more than half (including the half) of the total number of directors. The number of independent directors shall be more than one-third (including one-third) of the total number of directors. At least one of the independent directors shall be an accountant. The board shall have one Chairman and two Vice Chairmen.

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PROPOSED AMENDMENTS TO ARTICLES

APPENDIX

The original Article 91 which provides that:

“The Board of Directors should be responsible to the shareholder’s general meeting and shall exercise the following powers:

(1) to be responsible for convening shareholders’ general meetings and reporting its work to the shareholders’ general meeting;
(2) to implement the resolutions of shareholders’ general meetings;
(3) to decide on the Company’s business operating plans and investment proposals;
(4) to formulate the Company’s proposed annual financial budget and final accounts:
(5) to formulate the Company’s profit distribution plan and plan for recovery of losses;
(6) to formulate proposals for increases in or reductions of the Company’s registered capital and the issuance of corporate bonds;
(7) to prepare plans for the merger, division or distribution of the Company;
(8) to decide on the establishment of the Company’s internal management structure;
(9) to appoint or dismiss the Company’s general management, and according to the general manager’s nomination, to appoint or dismiss the deputy general manager and financial officer of the Company and to decide on their remuneration;
(10) to formulate the Company’s basic management systems;
(11) to formulate the proposals for amendments of the Company’s Articles of Association;
(12) to formulate the proposals for amendments of the rules for shareholders’ general meetings.
(13) subject to the relevant law and the authorised power of these Articles of Association of the Company, to decide on matters regarding guarantee provided by the Company;
(14) other powers given by the Articles or authorised by the shareholders’ general meetings.

Except for the matters in paragraphs (6), (7), (11) and (13) which require the consent of at least two-thirds of all the directors; the other matters may be decided upon by at least one-half of all the directors.

Where in a period, no meeting is arranged for the Board of Directors, if entrusted by the Board of Directors, the Chairman and Vice-Chairman are permitted to exercise jointly part of the powers of the Board of Directors, including:

(1) to approve the establishment or cancellation of plans for development and construction projects;

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PROPOSED AMENDMENTS TO ARTICLES

APPENDIX

(2) to approve the general manager’s plans for the appointment and transfer of department managers of the Company and assignment of agency managers;
(3) to approve plans for using a significant amount of capital; and
(4) to approve other major issues.”
is hereby amended as follows:

“The Board of Directors should be responsible to the shareholder’s general meeting and shall exercise the following powers:

(1) to be responsible for convening shareholders’ general meetings and reporting its work to the shareholders’ general meeting;
(2) to implement the resolutions of shareholders’ general meetings;
(3) to decide on the Company’s business operating plans and investment proposals;
(4) to formulate the Company’s proposed annual financial budget and final accounts:
(5) to formulate the Company’s profit distribution plan and plan for recovery of losses;
(6) to formulate proposals for increases in or reductions of the Company’s registered capital and the issuance of corporate bonds;
(7) to prepare plans for the merger, division or distribution of the Company;
(8) to decide on the establishment of the Company’s internal management structure;
(9) to appoint or dismiss the Company’s general management, and according to the general manager’s nomination, to appoint or dismiss the deputy general manager and financial officer of the Company and to decide on their remuneration;
(10) to formulate the Company’s basic management systems;
(11) to formulate the proposals for amendments of the Company’s Articles of Association;
(12) to formulate the proposals for amendments of the rules for shareholders’ general meetings.
(13) subject to the relevant law and the authorised power of these Articles of Association of the Company, to decide on matters regarding guarantee provided by the Company;
(14) other powers given by the Articles or authorised by the shareholders’ general meetings.

— 13 —

PROPOSED AMENDMENTS TO ARTICLES

APPENDIX

(1) to approve the establishment or cancellation of plans for development and construction projects;
(2) to approve the general manager’s plans for the appointment and transfer of department managers of the Company and assignment of agency managers;
(3) to approve plans for using a significant amount of capital;
(4) to approve the establishment or cancellation plan relating to branch companies or branch institutions; and
(5) to approve other major issues.”
The original Article 110 which provides that:

“The Supervisory Committee shall comprise seven members. Among them, one shall act as Chairman and one shall act as Vice Chairman. The majority of the Supervisory Committee shall be external supervisors. The term of services of supervisors shall not be longer than three years, eligible for re-election.

The election and removal of the Chairman and Vice Chairman of the Supervisory Committee shall be decided by resolution passed by more than two-third (including two-third) of the members of the Supervisory Committee.”

is hereby amended as follows:

“The Supervisory Committee shall comprise six members. Among them, one shall act as Chairman and one shall act as Vice Chairman. The majority of the Supervisory Committee shall be external supervisors. The term of services of supervisors shall not be longer than three years, eligible for re-election.

— 14 —

PROPOSED AMENDMENTS TO ARTICLES

APPENDIX

The original Article 111 which provides that:

“The Supervisory Committee shall consist of six members representing the shareholders and one member representing the Company’s staff. The shareholders’ representatives shall be elected and removed by shareholders at general meeting while the staff’s representative shall be elected and removed by the Company’s staff.”

is hereby amended as follows:

“The Supervisory Committee shall consist of five members representing the shareholders and one member representing the Company’s staff. The shareholders’ representatives shall be elected and removed by shareholders at general meeting while the staff’s representative shall be elected and removed by the Company’s staff.”

— 15 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

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

(Stock Code: 902)

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 9:00 a.m. on Tuesday, 28th August, 2004 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 resolutions:

By way of special resolution, to approve the proposed amendments to the Articles of Association.
By way of ordinary resolution, to approve the following proposals regarding appointment of new directors:
2.1 To appoint Mr. Huang Yongda as director of the Company.
2.2 To appoint Mr. Liu Shuyuan as director of the Company.
2.3 To appoint Mr. Liu Jipeng as independent director of the Company.
By way of special resolutions to approve the following proposals regarding the general mandate to issue convertible bonds within twelve months from the date of approval by special resolutions passed at the Company’s general meeting, domestic shares class meeting and class meeting for holders of overseas listed foreign shares:
3.1 Subject to the passing of the resolutions numbered 3.2, 3.3 and 3.4 below, to authorise the Company to issue overseas up to US$300 million in principal amount of bonds convertible to the Company’s overseas listed foreign shares within twelve months from the date of approvals by special resolutions passed at the Company’s general meeting.
3.2 Subject to the passing of the resolutions numbered 3.1, 3.3 and 3.4, to unconditionally authorise the board of directors to determine the terms and conditions of the convertible bonds and the relevant matters in accordance with the need of the Company and the market conditions, including the amount of convertible bonds as mentioned in resolution numbered 3.1 above, and to authorise the board of directors to sign all necessary legal documents for such purpose.
3.3 Subject to the passing of the resolutions numbered 3.1, 3.2 and 3.4, to authorise the Company to issue from time to time and in accordance with the terms and conditions of the convertible bonds, such number of new overseas listed foreign shares as may be required to be issued pursuant to the application for conversion of shares made by the bond holders.

— 16 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

3.4 Subject to the passing of the resolutions numbered 3.1, 3.2 and 3.3 above, to authorise the Company to increase its share capital and to authorise the board of directors to make all necessary amendments to the Company’s articles of association for the purpose of reflecting the changes of the registered capital and capital structure of the Company resulting from the issue of new overseas listed foreign shares pursuant to the conversion of the convertible bonds.

By Order of the Board Huang Long Company Secretary

As at the date hereof, the Board of the Company comprises Messrs. Li Xiaopeng, Wang Xiaosong, Ye Daji, Huang Jinkai, Liu Jinlong, Shan Qunying, Yang Shengming, Xu Zujian as non-executive directors and Messrs. Gao Zongze, Zheng Jianchao, Qian Zhongwei and Xia Donglin as independent directors.

Beijing, the PRC 14th August, 2004

Notes:

1. Details of Proposed Resolutions

Details regarding the proposed resolutions are set out in the announcement and the circular issued by the Company dated 10th August, 2004 and 14th August, 2004 respectively.

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 Computershare Hong Kong Investor Services 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 27th August, 2004 are eligible to attend the Extraordinary General Meeting.

Proxy
(i) A member eligible to attend and vote at the Extraordinary 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 Computershare Hong Kong Investor Services Limited, not less than 24 hours before the time designated for holding of the Extraordinary 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.

— 17 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

4. Registration procedures for attending the Extraordinary 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 Extraordinary 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 Extraordinary General Meeting should return the reply slip for attending the Extraordinary General Meeting to the Company on or before 9th September, 2004.
(iii) Shareholders may send the reply slip to the Company in person, by post or by fax.
Closure of H Share Register of Members

The H share register of members of the Company will be closed from 28th August, 2004 to 28th September, 2004 (both days inclusive).

Other Businesses
(i) The Extraordinary 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, Computershare Hong Kong Investor Services Limited, is at:

1901-5

19/F., Hopewell Centre

183 Queen’s Road East 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

— 18 —

NOTICE OF H SHARES CLASS MEETING

==> picture [247 x 38] intentionally omitted <==

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

(Stock Code: 902)

NOTICE OF H SHARES CLASS MEETING

NOTICE IS HEREBY GIVEN that the H Shares Class Meeting of Huaneng Power International, Inc. (the “Company”) will be held at 11:00 a.m. on Tuesday, 28th August, 2004 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 special resolutions:

To approve by way of special resolution, the following proposals regarding the general mandate to issue convertible bonds within twelve months from the date of approval by special resolutions at the Company’s general meeting, domestic shares class meeting and class meeting for holders of overseas listed foreign shares:
1.1 Subject to the passing of the resolutions numbered 1.2, 1.3 and 1.4 below, to authorise the Company to issue overseas up to US$300 million in principal amount of bonds convertible to the Company’s overseas listed foreign shares within twelve months from the date of approvals by special resolutions passed at the Company’s class meeting for holders of overseas listed foreign shares.
1.2 Subject to the passing of the resolutions numbered 1.1, 1.3 and 1.4, to unconditionally authorise the board of directors to determine the terms and conditions of the convertible bonds and the relevant matters in accordance with the need of the Company and the market conditions, including the amount of convertible bonds as mentioned in resolution numbered 1.1 above, and to authorise the board of directors to sign all necessary legal documents for such purpose.
1.3 Subject to the passing of the resolutions numbered 1.1, 1.2 and 1.4, to authorise the Company to issue from time to time and in accordance with the terms and conditions of the convertible bonds, such number of new overseas listed foreign shares as may be required to be issued pursuant to the application for conversion of shares made by the bond holders.

— 19 —

NOTICE OF H SHARES CLASS MEETING

1.4 Subject to the passing of the resolutions numbered 1.1, 1.2 and 1.3 above, to authorise the Company to increase its share capital and to authorise the board of directors to make all necessary amendments to the Company’s articles of association for the purpose of reflecting the change of the registered capital and capital structure of the Company resulting from the issue of new overseas listed foreign shares pursuant to the conversion of the convertible bonds.

By Order of the Board Huang Long Company Secretary

As at the date hereof, the Board of the Company comprises Messrs. Li Xiaopeng, Wang Xiaosong, Ye Daji, Huang Jinkai, Liu Jinlong, Shan Qunying, Yang Shengming, Xu Zujian as non-executive directors and Messrs Gao Zongze, Zheng Jianchao, Qian Zhongwei and Xia Donglin as independent directors.

Beijing, the PRC 14th August, 2004

Notes:

1. Details of Proposed Resolutions

Details of the proposed resolutions are set out in the announcement and circular issued by the Company on 10th August, 2004 and 14th August, 2004 respectively.

Eligibility for attending the H Shares Class Meeting

Proxy
(i) A member eligible to attend and vote at the H Shares Class 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 to Computershare Hong Kong Investor Services Limited, not less than 24 hours before the time designated for holding of the H Shares Class Meeting.

— 20 —

NOTICE OF H SHARES CLASS 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.
Registration procedures for attending the H Shares Class 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 H Share Class 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 H Shares Class Meeting should return the reply slip for attending the H Shares Class Meeting to the Company on or before 9th September, 2004.
(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 28th August, 2004 to 28th September, 2004 (both days inclusive).

Other Businesses
(i) The H Shares Class 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, Computershare Hong Kong Investor Services Limited, is at:

1901-5

19/F., Hopewell Centre 183 Queen’s Road East 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

— 21 —

==> picture [247 x 39] intentionally omitted <==

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

Proxy Form for Extraordinary General Meeting

Number of Shares related to this proxy form [(note][2)]

I/(We) [(Note][1)] of Shareholders’ Account: being the holder(s) of (the “Company”) now appoint [(Note][3)]

and I.D. No.:

H Share(s)/Domestic Share(s)[*] [(Note][2)] of Huaneng Power International, Inc.

I.D. No.: (of

or failing him the Chairman of the meeting as my(our) proxy to attend and vote for me(us) on the following resolution in accordance with the instruction(s) below and on my(our) behalf at the Extraordinary General Meeting to be held at 9:00 a.m. on Tuesday, 28th September, 2004 at Beijing International Convention Centre at No. 8 Beichen East Road, Chaoyang District, Beijing, the People’s Republic of China for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting. In the absence of any indication, the proxy may vote for or against the resolutions at his own discretion. [(Note][6)]

		Resolutions For_(Note 4) Against (Note 4)_
	1.	By way of special resolution, to approve the proposed amendments to the Articles of Association.
	2.	By way of ordinary resolutions, to approve the following proposals regarding appointment of new directors: 2.1 To appoint Mr. Huang Yongda as director of the Company.
		2.2 To appoint Mr. Liu Shuyuan as director of the Company.
		2.3 To appoint Mr. Liu Jipeng as independent director of the Company.
	3.	By way of special resolutions, to approve the following proposals regarding the general mandate to issue convertible bonds within twelve months from the date of approval by special resolutions passed at the Company’s general meeting, domestic shares class meeting and class meeting for holders of overseas listed foerign shares: 3.1 Subject to the passing of the resolutions numbered 3.2, 3.3 and 3.4 below, to authorise the Company to issue overseas up to US$300 million in principal amount of bonds convertible to the Company’s overseas listed foreign shares within twelve months from the date of approvals by special resolutions passed at the Company’s general meeting.
		3.2 Subject to the passing of the resolutions numbered 3.1, 3.3 and 3.4, to unconditionally authorise the board of directors to determine the terms and conditions of the convertible bonds and the relevant matters in accordance with the need of the Company and the market conditions, including the amount of convertible bonds as mentioned in resolution numbered 3.1 above, and to authorise the board of directors to sign all necessary legal documents for such purpose.
		3.3 Subject to the passing of the resolutions numbered 3.1, 3.2 and 3.4, to authorise the Company to issue from time to time and in accordance with the terms and conditions of the convertible bonds, such number of new overseas listed foreign shares as may be required to be issued pursuant to the application for conversion of shares made by the bond holders.
		3.4 Subject to the passing of the resolutions numbered 3.1, 3.2 and 3.3 above, to authorise the Company to increase its share capital and to authorise the board of directors to make all necessary amendments to the Company’s articles of association for the purpose of reflecting the changes of the registered capital and capital structure of the Company resulting from the issue of new overseas listed foreign shares pursuant to the conversion of the convertible bonds.

Date:

2004

Signature:

(Note 5)

Notes:

Please insert full name(s) and address(es) in BLOCK LETTERS.
Please insert the number of Share(s) registered in your name(s) relating to this form of proxy. If no number is inserted, this form of proxy will be deemed to relate to all of the shares in the capital of the Company registered in your name(s).
Please insert the name and address of your proxy. If this is left blank, the chairman of the Extraordinary General Meeting will act as your proxy. One or more proxies, who may not be member(s) of the Company, may be appointed to attend and vote in the meeting provided that such proxies must attend the meeting in person on your behalf. Any alteration made to this proxy form must be signed by the signatory.
pleaseAttention:indicateIf youwithwisha to“�vote” in FORthe appropriateany resolution,spacepleaseunderindicate“Against”.with Ina “the�” inabsencethe appropriateof any suchspaceindication,under “For”.the proxyIf youwillwishvoteto vote AGAINSTor abstain at hisanydiscretion.resolution,
This form of proxy must be signed underhand by you or your attorney duly authorised in that behalf. If the appointer is a corporation, this form must be signed under its common seal or under hand by any directors or agents duly appointed by such corporation.
This form of proxy together with the power of attorney or other authorisation document(s) which have been notarised, must be delivered, in the case of a holder of Domestic Share(s), to the Company and in the case of a holder of H Share(s), to Computershare Hong Kong Investor Services Limited, at least 24 hours before the time designated for the holding of the Extraordinary General Meeting.
Please delete as appropriate.

==> picture [247 x 39] intentionally omitted <==

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

Proxy Form for H Shares Class Meeting

Number of Shares related to this proxy form [(note][2)]

I/(We) [(Note][1)]

of Shareholders’ Account: being the holder(s) of now appoint [(Note][3)] I.D. No.: (of

and I.D. No.:

H Share(s)[*] [(Note][2)] of Huaneng Power International, Inc. (the “Company”)

or failing him the Chairman of the meeting as my(our) proxy to attend and vote for me(us) on the following resolution in accordance with the instruction(s) below and on my(our) behalf at the H Shares Class Meeting to be held at 11:00 a.m. on Tuesday, 28th September, 2004 at Beijing International Convention Centre at No. 8 Beichen East Road, Chaoyang District, Beijing, the People’s Republic of China for the purpose of considering and, if thought fit, passing the following special resolutions as set out in the notice convening the said meeting. In the absence of any indication, the proxy may vote for or against the resolution at his own discretion. [(Note][6)]

		Special Resolutions For_(Note 4) Against (Note 4)_
	1.	To approve, by way of special resolution, the following proposals regarding the general mandate to issue convertible bonds within twelve months from the date of approval by special resolutions at the Company’s general meeting, domestic shares class meeting and class meeting for holders of overseas listed foreign shares: 1.1 Subject to the passing of the resolutions numbered 1.2, 1.3 and 3.4 below, to authorise the Company to issue overseas up to US$300 million in principal amount of bonds convertible to the Company’s overseas listed foreign shares within twelve months from the date of approvals by special resolutions passed at the Company’s class meeting for holders of overseas listed foreign shares.
		1.2 Subject to the passing of the resolutions numbered 1.1, 3.3 and 3.4, to unconditionally authorise the board of directors to determine the terms and conditions of the convertible bonds and the relevant matters in accordance with the need of the Company and the market conditions, including the amount of convertible bonds as mentioned in resolution numbered 1.1 above, and to authorise the directors to sign all necessary legal documents for such purpose.
		1.3 Subject to the passing of the resolutions numbered 1.1, 1.2 and 1.4, to authorise the Company to issue from time to time and in accordance with the terms and conditions of the convertible bonds, such number of new overseas listed foreign shares as may be required to be issued pursuant to the application for conversion of shares made by the bond holders.
		1.4 Subject to the passing of the resolutions numbered 1.1, 1.2 and 1.3 above, to authorise the Company to increase its share capital and to authorise the board of directors to make all necessary amendments to the Company’s articles of association for the purpose of reflecting the change of the registered capital and capital structure of the Company resulting from the issue of new overseas listed foreign shares pursuant to the conversion of the convertible bonds.

Date:

2004

Signature:

(Note 5)

Notes:

Please insert full name(s) and address(es) in BLOCK LETTERS.
Please insert the number of Share(s) registered in your name(s) relating to this form of proxy. If no number is inserted, this form of proxy will be deemed to relate to all of the shares in the capital of the Company registered in your name(s).
Please insert the name and address of your proxy. If this is left blank, the chairman of the H Shares Class Meeting will act as your proxy. One or more proxies, who may not be member(s) of the Company, may be appointed to attend and vote in the meeting provided that such proxies must attend the meeting in person on your behalf. Any alteration made to this proxy form must be signed by the signatory.
Attention: If you wish to vote FOR any resolution, please indicate with a “�” in the appropriate space under “For”. If you wish to vote AGAINST any resolution, please indicate with a “�” in the appropriate space under “Against”. In the absence of any such indication, the proxy will vote or abstain at his discretion.
This form of proxy must be signed underhand by you or your attorney duly authorised in that behalf. If the appointer is a corporation, this form must be signed under its common seal or under hand by any directors or agents duly appointed by such corporation.
This form of proxy together with the power of attorney or other authorisation document(s) which have been notarised, must be delivered to Computershare Hong Kong Investor Services Limited, at least 24 hours before the time designated for the holding of the H Shares Class Meeting.

==> picture [247 x 39] intentionally omitted <==

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

Reply Slip for Extraordinary General Meeting

I/(We)

Telephone number:

and Fax number:

being the holder(s) of H Share(s)/Domestic Share(s)* of Huaneng Power International, Inc. (the “Company”) hereby reply that I/(We) wish to attend or appoint a proxy to attend (on my/(our) behalf) the extraordinary general meeting (the “EGM”) to be held at 9:00 a.m. on Tuesday, 28th September, 2004 at Beijing International Convention Centre at No. 8 Beichen East Road, Chaoyang District, Beijing, the People’s Republic of China.

Signature:

Date:

Note: Eligible shareholders who wish to attend the EGM are advised to complete and return this reply slip to the Company at West Wing, Building C, Tianyin Mansion, 2C, Fuxingmennan Street, Xicheng District, Beijing 100031, the PRC by post or by facsimile (Fax no.: (+86)-10-66491888). Failure to sign and return this reply slip, however, will not preclude an eligible shareholder from attending the EGM.

Please delete as appropriate.

==> picture [247 x 39] intentionally omitted <==

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

Reply Slip for H Shares Class Meeting

I/(We)

Telephone number: and Fax number: ,

being the holder(s) of H Share(s) of Huaneng Power International, Inc. (the “Company”) hereby reply that I/(We) wish to attend or appoint a proxy to attend (on my/(our) behalf) the H Shares Class Meeting to be held at 11:00 a.m. on Tuesday, 28th September, 2004 at Beijing International Convention Centre at No. 8 Beichen East Road, Chaoyang District, Beijing, the People’s Republic of China.

Signature:

Date:

Note: Eligible shareholders who wish to attend the H Shares Class Meeting are advised to complete and return this reply slip to the Company at West Wing, Building C, Tianyin Mansion, 2C, Fuxingmennan Street, Xicheng District, Beijing 100031, the PRC by post or by facsimile (Fax no.: (+86)-10-66491888). Failure to sign and return this reply slip, however, will not preclude an eligible shareholder from attending the H Shares Class Meeting.

AI assistant

Netjoy Holdings Limited — Proxy Solicitation & Information Statement 2004

50390_rns_2004-08-16_86a601ca-662d-419c-aee9-f8666838cef2.pdf

(Stock Code: 902)

PROPOSALS FOR ISSUE OF CONVERTIBLE BONDS, AMENDMENTS TO ARTICLES OF ASSOCIATION AND APPOINTMENT OF NEW DIRECTORS

CONTENTS

LETTER FROM THE BOARD

(Stock Code: 902)

PROPOSALS FOR ISSUE OF CONVERTIBLE BONDS, AMENDMENTS TO ARTICLES OF ASSOCIATION AND APPOINTMENT OF NEW DIRECTORS

I. PROPOSED RESOLUTIONS

1. PROPOSED ISSUE OF CONVERTIBLE BONDS

LETTER FROM THE BOARD

Proposed Use of Proceeds

LETTER FROM THE BOARD

Reasons for the issue of convertible bonds

Impact on Shareholders

Amendments to the articles of association

New H Shares

LETTER FROM THE BOARD

2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

3. APPOINTMENT OF NEW DIRECTORS

Mr. Huang Yongda

LETTER FROM THE BOARD

Mr. Liu Shuyuan

Mr. Liu Jipeng

LETTER FROM THE BOARD

II. RECOMMENDATION

III. THE EGM AND CLASS MEETINGS

2. The original Article 16 which provides that:

PROPOSED AMENDMENTS TO ARTICLES

(Stock Code: 902)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE OF EXTRAORDINARY GENERAL MEETING

By Order of the Board Huang Long Company Secretary

Beijing, the PRC 14th August, 2004

1. Details of Proposed Resolutions

NOTICE OF EXTRAORDINARY GENERAL MEETING

4. Registration procedures for attending the Extraordinary General Meeting

NOTICE OF H SHARES CLASS MEETING

(Stock Code: 902)

NOTICE OF H SHARES CLASS MEETING

NOTICE OF H SHARES CLASS MEETING

By Order of the Board Huang Long Company Secretary

1. Details of Proposed Resolutions

NOTICE OF H SHARES CLASS MEETING

5. Closure of H Share Register of Members

Proxy Form for Extraordinary General Meeting

2004

Proxy Form for H Shares Class Meeting

Reply Slip for Extraordinary General Meeting

Reply Slip for H Shares Class Meeting

More from Netjoy Holdings Limited

Netjoy Holdings Limited Proxy Solicitation & Information Statement 2004