Netjoy Holdings Limited — Proxy Solicitation & Information Statement 2010

Jan 28, 2010

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

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NOTICE OF THE 2010 FIRST EXTRAORDINARY GENERAL MEETING

Notice is hereby given that the 2010 first extraordinary general meeting (“Extraordinary General Meeting”) of Huaneng Power International, Inc. (the “Company”) will be held at 1:30 p.m. on 16 March 2010 at the headquarters 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 resolutions:

RESOLUTIONS

1. To consider and approve each of the following, by way of special resolutions, in relation to the New A Share Issue and the New H Share Issue by the Company:

2. 1.1 Class of shares and nominal value per share (Note 2)

3. 1.2 Method of issuance (Note 3)

4. 1.3 Target subscribers (Note 4)

5. 1.4 Method of subscription (Note 5)

6. 1.5 Number of shares to be issued (Note 6)

7. 1.6 Price determinate date (Note 7)

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1.7 Subscription price (Note 8)

• 1.8 Adjustment to the number of shares to be issued and the subscription price (Note 9)

• 1.9 Lock-up period(s) (Note 10)

• 1.10 Listing of shares (Note 11)

• 1.11 Use of proceeds (Note 12)

• 1.12 Arrangement regarding the accumulated undistributed earnings (Note 13)

• 1.13 The relationship between the New A Share Issue and the New H Share Issue (Note 14)

• 1.14 Validity period of these resolutions (Note 15)

• To consider and approve, by way of special resolution, the resolution regarding the signing of the Subscription Agreements with designated investors (Note 16).

• To consider and approve, by way of ordinary resolution, the resolution that the Company meets with the conditions for New A Share Issue (Note 17) .

• To consider and approve, by way of ordinary resolution, the resolution regarding the Company’s feasibility report on the use of proceeds from the New A Share Issue (Note 18) .

• To consider and approve, by way of ordinary resolution, the resolution regarding the Company’s report on the use of proceeds from previous fund raising (Note 19) .

• To consider and approve, by way of special resolution, the resolution regarding amendments to the Articles of Association consequential to the New Issue (Note 20) .

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1. To consider and approve, by way of special resolution, the resolution regarding the general authorisation from the general meeting to the board of directors to process all related matters incidental to the New A Share Issue and the New H Share Issue (Note 21) .

By Order of the Board Huaneng Power International, Inc. Gu Biquan Company Secretary

29 January 2010

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

Notes:

1. For definitions and details, please refer to the circular dated 29 January 2010 (the “Circular”) issued by the Company.

2. The Shares to be issued from the New A Share Issue are the listed domestic RMB denominated ordinary shares (A Shares) of the Company, with a par value of RMB1.00 each. The Shares to be issued from the New H Share Issue are the overseas listed foreign invested ordinary shares (H Shares) of the Company, with a par value of RMB1.00 each.

3. The method of subscription under the New A Share Issue and the New H Share Issue will be by way of nonpublic placement to designated investors.

Issuance under the New A Share Issue shall take place at the right timing within 6 months from obtaining the necessary approvals from the CSRC.

1. Target investors of the New A Share Issue include not more than 10 designated investors including Huaneng Group. Apart from Huaneng Group, the other designated investors will be decided by the Company on bookbuilding basis following the obtaining of the approvals for the New A Share Issue from the CSRC.

The target investor of the New H Share Issue shall be Hua Neng HK.

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1. All target subscribers of the New A Share Issue and the New H Shares shall subscribe in cash.

2. (1) Number of A Shares to be issued

The total shares to be issued under the New A Share Issue will not exceed 1,200 million shares. The total shares to be issued will be decided by the Company and the lead underwriter of the New A Share Issue, depending on the subscription rate by the designated investors and conditional upon the H Shares in the total issued share capital of the Company being not less than 25% of the total issued share capital of the Company immediately following the completion of the New A Share Issue and the New H Share Issue.

If the total shares to be issued under the New A Share Issue amounts to 1,200 million shares, 400 million new A Shares of which will be issued to Huaneng Group, with the remaining 800 million new A Shares to be issued to other designated investors. If for whatever reason the total shares to be issued out of the valid subscription of the New A Share Issue to other designated investors are less than 800 million shares, the number of A Shares to be issued to Huaneng Group shall correspondingly be adjusted on a pro rata basis.

• (2) Number of H Shares to be issued

If the total shares to be issued under the New A Share Issue amounts to 1,200 million shares, then the total shares to be issued under the New H Share Issue will be 400 million shares. If the total shares to be issued under the New A Share Issue are less than 1,200 million shares, the number of H Shares to be issued out of the New H Share Issue shall correspondingly be adjusted on a pro rata basis.

1. The price determination date (“Price Determination Date”) of the New A Share Issue shall be the date on which the resolution of the 8th Meeting of the Sixth Session of the board of directors of the Company was announced (i.e. 18 January 2010).

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1. The subscription price per new A Share pursuant to the New A Share Issue shall be not less than RMB7.13, i.e. not less than 90% of the average trading price per A Share as quoted on the Shanghai Stock Exchange for the twenty trading days immediately prior to the Price Determination Date. The subscription price in concrete terms shall be ascertained on the book-building basis following the obtaining of approvals and decided by the Company and the lead underwriter of the New A Share Issue, depending on the subscription rate by designated investors pursuant to the New A Share Issue and the principle of priority in pricing. Huaneng Group will not participate in the quotation of the book-building process for the New A Share Issue and the subscription price of Huaneng Group shall be the same as that of other investors who have participated in the New A Share Issue.

The Subscription price per new H share pursuant to the New H Share Issue shall be the higher of the average trading price per H share as quoted on the Stock Exchange for the twenty trading days immediately prior to the Price Determination Date (i.e. HK$4.46 per share) or the closing price per H Share on the last trading day as quoted on the Stock Exchange immediately prior to the Price Determination Date (i.e. HK$4.73 per share), with a share price premium of 5% (i.e. at HK$4.97 per new H Share).

1. If the Company carries out any distribution of equity interest, conversion of shares from reserve fund or placing having the effect of ex-rights, ex-dividend, etc. during the period from the Price Determination Date to the date of issue, then the subscription price of the New A Share Issue and the New H Share Issue and the maximum number of Shares to be issued shall be adjusted correspondingly.

2. Huaneng Group shall not deal in or dispose of any of the new A Shares subscribed by it pursuant to the New A Share Issue within a period of 36 months from the completion of the New A Share Issue. Other designated investors shall not deal in or dispose of any of the new A Shares subscribed by each of them pursuant to the New A Share Issue within a period of 12 months from the completion of the New A Share Issue.

Hua Neng HK shall covenant not deal in or dispose of any of the new H Shares subscribed by it pursuant to the New H Share Issue within a period of 12 months from the completion of the New Issue.

1. Upon expiry of the lock-up period, the A Shares issued under the New A Share Issue will be traded on the Shanghai Stock Exchange. The H Shares issued under the New H Share Issue will be traded on the Hong Kong Stock Exchange.

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1. (1) An amount of not exceeding RMB8.60 billion from the net proceeds out of the New A Share Issue (after deducting the issuing expenses) is proposed to be used in the following projects:

				Proposed
				maximum
			Total	amount
		Installed	Investment	of proceeds
No.	Project Item	capacity	amount	to be invested
		(MW)	(in millions	(in millions
			of RMB)	of RMB)
1.	Gansu Ganhehou Second	199.5	2,037	1,450
	Wind Power Plant Project
2.	Gansu Qiaowan Second	201	2,047	1,460
	Wind Power Plant Project
3.	Gansu Qiaowan Third Wind Power	101	1,050	750
	Plant Project (North)
4.	Huaneng Kangbao Wind Power	49.5	525	370
	(49.5MW) Phase I Project
5.	Jiangsu Huaneng Jinling	1,000	5,160	220
	Power Plant Phase II Project
	(closing down larger coal-fired
	generation units and replacing
	by smaller generation units)
6.	Huaneng Fuzhou Power Plant	600	2,870	1,790
	Phase III (Unit No.5)
	Expansion Project
7.	Gansu Huaneng Pingliang Power Plant	2 x 600	4,350	260
	Phase II Expansion Project
8.	Hunan Huaneng Yueyang Power	600	2,536	200
	Plant Phase III Project
	(closing down larger coal-fired
	generation units and replacing
	by smaller generation units)
9.	Repayment of loans to	—	—	2,100
	financial institutions

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For details of the projects relevant to the use of proceeds under the New A Share Issue, please refer to the Company’s feasibility report on the use of proceeds from the New A Share Issue published on the websites of the Shanghai Stock Exchange (www.sse.com.cn) and the Hong Kong Stock Exchange (www.hkex.com.hk).

If the Company has already used its internal fund or funds obtained from banks in the investment of part of the projects before the proceeds from this fund raising exercise becomes available, then the proceeds of the New A Share Issue, when available, will be used to repay relevant bank loans and to supplement the Company’s working capital. If the actual amount of the proceeds raised (after deducting the issuing expenses) is insufficient to satisfy all of the investment needs of the above projects, the deficiency shall be made up by bank loans or internal funds or other methods by the Company. If the actual amount of the proceeds raised (after deduction of the issuing expenses) is more than the aggregate of the investment requirements of above projects, the surplus shall be used to supplement the Company’s working capital.

• (2) The amount of the net proceeds from the New H Share Issue (after deducting the issuing expenses) is planned to increase the capital of SinoSing Power (Pte) Limited, an off-shore company which is wholly-owned by the Company, for development of the overseas business.

• Following the completion of the New A Share Issue and the New H Share Issue, the existing and new Shareholders of the Company shall be entitled to the accumulated undistributed earnings of the Company prior to the New Issue.

• The New A Share Issue and the New H Share Issue are inter-conditional upon each other, i.e. they will not be implemented if the approvals by the general meeting, class meetings and the CSRC cannot be obtained or the relevant government authorities have declined to grant their approvals to the matters relating to either the New A Share Issue or the New H Share Issue. Concurrently, the placements of the new A Shares to Huaneng Group and the new H Shares to Hua Neng HK, respectively, are subject to condition that the Company is satisfied with the results of the book-building of the New A Share Issue (including the final subscription price per Share and the number of shares to be issued).

• All abovementioned resolutions shall be effective for 12 months from the date on which the relevant resolutions are passed at general meeting of the Company.

The abovementioned resolutions require the approval from the CSRC, and ultimately will incorporate any comments that the CSRC may have.

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1. (1) For further details regarding the A Shares Subscription Agreement entered between the Company and Huaneng Group, please refer to the Circular.

2. (2) For further details regarding the H Shares Subscription Agreement entered between the Company and Hua Neng HK, please refer to the Circular.

3. (3) Liu Guoyue (director) be authorised to make non-material changes to the A Shares Subscription Agreement and the H Shares Subscription Agreement according to actual circumstances and for purposes of preserving the maximum benefit of the Company. Once agreement is reached with Huaneng Group and Hua Neng HK, respectively, Liu Guoyue (director) be authorised to execute on behalf of the Company the A Share Subscription Agreement, the H Share Subscription Agreement and related documents.

4. Through self-investigation and pursuant to the relevant requirements of laws and regulations such as the Company Law, the Securities Law of the People’s Republic of China, the Administrative Measures Regarding the Issuance of Securities by Listed Companies and the Implementation Rules Regarding the Placing of Securities by Listed Companies, the board of directors of the Company considered that the Company met with the conditions for New A Share Issue.

5. The Company’s relevant feasibility report on the use of proceeds from the New A Share Issue is published on the websites of the Shanghai Stock Exchange (www.sse.com.cn) and the Hong Kong Stock Exchange (www. hkex.com.hk).

6. Huaneng Power International, Inc.’s report on use of proceeds from the previous fund raising as of 31 December 2009 is published on the websites of the Shanghai Stock Exchange (www.sse.com.cn) and the Hong Kong Stock Exchange (www.hkex.com.hk).

7. In accordance with the results of the New A Share Issue and the New H Share Issue, the Company will make corresponding amendments to the Article of Association, including but not limited to, the amendment to Articles 15 and 19. Huang Long (Director) and Liu Guoyue (Director) be authorised to implement the amendments to the Articles of Association following completion of the New A Share Issue and the New H Share Issue.

8. In order to effectively and orderly complete the New Issue, the following shall be submitted for authorisation at the shareholders’ meeting pursuant to the relevant provisions of the Company Law of the People’s Republic of China and the Securities Law of the People’s Republic of China and the Articles of Association of the Company: unless the board of directors of the Company decides otherwise, Huang Long (director) and Liu Guoyue (director) be authorised with full powers to deal with the matters in relation to this issue, namely:

9. (1) to formulate and implement the specific proposals of the New A Share Issue and New H Share Issue according to the actual circumstances, including but without limitation to deciding the timing of the issue, commencement and closing dates of the issue, target subscribes of the issue, number of shares to be issued and subscription price, etc;

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• (2) subject to the applicable laws, if required by the regulatory departments or if changes occur in the policies related to the New A Share Issue and New H Share Issue or in the market conditions, to adjust the specific proposals of the New Issue except those matters which are required to be voted again at the general meeting according to the provisions of the relevant laws and regulations and Articles of Association and requirements of the regulatory departments;

• (3) subject to the applicable laws and according to the requirements of the relevant regulatory departments and actual circumstances and within the authorisation scope of the general meeting, to adjust the specific arrangements of this fund raising project, including but without limitation to: if the timing of receipt of the raised funds is inconsistent with the progress of the project examination, approval, filing or implementation, other funds may firstly be invested according to the actual circumstances and replaced after receipt of the raised funds. Upon receipt of the raised funds, the specific investment projects of the fund raising, priority and the specific investment amounts of each project shall be adjusted and finally decided according to the progress of examination, approval, filing or implementation of the investment projects financed by raised funds and the order of importance and urgency of the fund requirements;

• (4) upon completion of the New A Share Issue and New H Share Issue, to amend the relevant provisions of the Articles of Association in relation to matters including changes in the registered capital of the Company according to the actual circumstances of the issue and to deal with the registration of changes with the industrial and commercial departments;

• (5) upon completion of the New A Share Issue and New H Share Issue, to deal with the relevant share registration, lock-up of Shares and listing matters;

• (6) to establish special accounts for this fund raising;

• (7) to take all necessary action to decide and deal with other specific matters related to the New A Share Issue and New H Share Issue to the extent permitted by the relevant laws and regulations.

The above authorisation shall be effective for 12 months from the date of approving these resolutions at the general meeting of the Company.

1. Eligibility for attending the Extraordinary General Meeting

Holders of the Company’s foreign Shares whose names appear on the HK$ Dividend foreign Shares Register and/or the US$ Dividend foreign 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 4:30 p.m. on 23 February 2010 are eligible to attend the Extraordinary General Meeting.

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1. Proxy

2. (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 behalf of him. A proxy needs not be a shareholder.

3. (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.

4. (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 Hong Kong Registrars Limited, not less than 24 hours before the time designated for holding of the Extraordinary General Meeting.

5. Registration procedures for attending the Extraordinary General Meeting

6. (i) A shareholder or his proxy shall provide 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.

7. (ii) Holders of foreign 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 24 February 2010.

8. (iii) Shareholders may send the above reply slip to the Company in person, by post or by fax (Attn: The Securities Department).

9. Closure of Register of Members

The register of members of the Company will be closed from 24 February 2010 to 16 March 2010 (both days inclusive).

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1. Other Businesses

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

3. (ii) The address of the share registrar for Foreign Shares of the Company, Hong Kong Registrars Limited, is at:

46th Floor 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)-10-66491862, (+86)-10-66491855 Facsimile No.: (+86)-10-66491860

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(iv) As at the date of this Notice, the directors of the Company are:

Cao Peixi (Executive Director) Huang Long (Non-executive Director) Wu Dawei (Non-executive Director) Huang Jian (Non-executive Director) Liu Guoyue (Executive Director) Fan Xiaxia (Executive Director) Shan Qunying (Non-executive Director) Xu Zujian (Non-executive Director) Huang Mingyuan (Non-executive Director) Liu Shuyuan (Non-executive Director)

Liu Jipeng (Independent Non-executive Director) Yu Ning (Independent Non-executive Director) Shao Shiwei (Independent Non-executive Director) Zheng Jianchao (Independent Non-executive Director) Wu Liansheng (Independent Non-executive Director)

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