Netjoy Holdings Limited — Proxy Solicitation & Information Statement 2012

Jan 5, 2012

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

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NOTICE OF 2012 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2012 First Extraordinary General Meeting (the “Extraordinary General Meeting”) of Huaneng Power International, Inc. (the “Company”) will be held at 9:00 a.m. on 21 February 2012 at Huaneng Building, 4 Fuxingmennei Street, Xicheng District, Beijing, the People’s Republic of China for considering and approving the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve the “Resolution regarding the change in director” [(Note 1)]

2. To consider and approve the “Resolution regarding the 2012 Continuing Connected Transactions between the Company and Huaneng Group”, including Huaneng Group Framework Agreement and the transaction caps thereof [(Note 2)]

3. To consider and approve the “Resolution regarding the 2012 to 2014 Continuing Connected Transactions between the Company and Huaneng Finance”, including Huaneng Finance Framework Agreement and the transaction caps thereof [(Note 3)]

By Order of the Board Huaneng Power International, Inc.

Gu Biquan

Company Secretary

Beijing, the PRC 6 January 2012

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Notes:

1. Please refer to an announcement of the Company dated 24 December 2011 regarding the nomination of Mr. Guo Hongbo as the candidate of the director for the seventh session of the Board of Directors of the Company.

Mr. Guo’s biographical details are set out below:

Mr. Guo Hongbo, aged 43, is the General Manager and Vice Chairman of Liaoning Energy Investment (Group) Limited Liability Company. He has been the Planner of Anshan Chemical Fibre Wool Textile Factory, Assistant to the Factory Head and Deputy Factory Head of Anshan Silk Printing and Dyeing Mill, Deputy General Manager of Anshan Co-operation Limited Liability Company, Assistant to the General Manager, Deputy General Manager and General Manager of Liaoning Engineering Machinery (Group) Limited Liability Company, Chairman and General Manager of Liaoning Libo Hydraulic Mining Co., Ltd, Assistant to the General Manager of Liaoning Chuangye (Group) Limited Liability Company and Liaoning Energy Corporation, Assistant to the General Manager, Deputy Manager, Administrative Deputy General Manager and Director of Liaoning Energy Investment (Group) Limited Liability Company. Mr Guo graduated from Jilin University specializing in administrative management, holding a postgraduate degree of master in management. He is a senior engineer.

Mr. Guo’s tenure of office as director of the Seventh Session of the Board of Directors will expire at the conclusion of the Seventh Session of the Board of Directors of the Company. The annual remuneration of Mr. Guo will be announced after the determination is made. As at the date of this notice, save as disclosed above, Mr. Guo has not held any directorship, supervisorship or any other major appointment or qualification in other listed companies in the past three years. Mr. Guo does not have any relationship with any other Directors, Supervisors, senior management or substantial shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

In addition, there is no other information in relation to Mr. Guo which is discloseable pursuant to the requirements set out in Rule 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) nor is there any matter required to be disclosed pursuant to the Listing Rules. Save for the above, there is no other matter that is required to be brought to the attention of the shareholders of the Company.

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1. For details of the “Resolution regarding the 2012 Continuing Connected Transactions between the Company and Huaneng Group”, please refer to an announcement of the Company dated 6 January 2012 (the “Announcement”). Unless stated otherwise, terms used herein shall have the same meanings as set out in the Announcement. The Company shall despatch the circular containing, inter alia, the continuing connected transactions contemplated under the Huaneng Group Framework Agreement, a letter from the Independent Board Committee and an opinion of the Independent Financial Adviser to shareholders as soon as possible.

2. For details of the “Resolution regarding the 2012 to 2014 Continuing Connected Transactions between the Company and Huaneng Finance, please refer to the Announcement. The Company shall despatch the circular containing, inter alia, the continuing connected transactions contemplated under the Huaneng Finance Framework Agreement, a letter from the Independent Board Committee and an opinion of the Independent Financial Adviser to shareholders as soon as possible.

3. 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 31 January 2012 are eligible to attend the Extraordinary General Meeting.

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 his behalf. 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 H Shares, to Hong Kong Registrar Limited, not less than 24 hours before the time designated for holding of the Extraordinary General Meeting.

5. (iv) If more than one proxy is appointed by a shareholder, such proxies shall only exercise the right to vote by poll.

6. (v) The resolutions set out in this Notice of EGM will be voted by poll.

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1. Registration procedures for attending the Extraordinary General Meeting

2. (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.

3. (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 31 January 2012.

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

5. Closure of Register of Members

In order to determine the H Shareholders who are entitled to attend the Extraordinary General Meeting, the register of members of the Company will be closed from 1 February 2012 to 21 February 2012 (both days inclusive).

1. Other Businesses

2. (i) The Extraordinary General Meeting will last for half day. Shareholders who attend shall bear their own travelling and accommodation expenses.

3. (ii) The address of the Share Registrar for H Shares of the Company, Hong Kong Registrars Limited, is at:

1712-1716, 17/F, Hopewell Centre

183 Queen’s Road East

Hong Kong

• (iii) The business address of the Company is at:

Huaneng Building,

4 Fuxingmennei Street, Xicheng District, Beijing 100031, The People’s Republic of China Telephone No.: (+86)-10-6322 6999 Facsimile No.: (+86)-10-6322 6888

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As at the date of this announcement, the directors of the Company are:

Cao Peixi

(Executive Director) Huang Long (Non-executive Director) Li Shiqi (Non-executive Director) Huang Jian (Non-executive Director) Liu Guoyue (Executive Director) Fan Xiaxia (Executive Director) Shan Qunying (Non-executive Director) Liu Shuyuan (Non-executive Director) Xu Zujian (Non-executive Director) Huang Mingyuan (Non-executive Director)

Shao Shiwei

(Independent Non-executive Director) Wu Liansheng (Independent Non-executive Director) Li Zhensheng (Independent Non-executive Director) Qi Yudong (Independent Non-executive Director) Zhang Shouwen (Independent Non-executive Director)

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