Netjoy Holdings Limited — Proxy Solicitation & Information Statement 2014

May 12, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should obtain independent professional advice.

If you have sold or transferred all your shares in Huaneng Power International, Inc., you should at once hand this circular and, where applicable, the form of proxy and reply slip to the purchaser or transferee or to the bank, or a licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

==> picture [373 x 81] intentionally omitted <==

GENERAL MANDATE TO ISSUE SHARES

A notice convening the AGM to be held at 9 a.m. on 26 June 2014 at the headquarters of the Company at Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, the PRC, together with the relevant reply slip and proxy form have been issued to Shareholders separately.

If you intend to attend the AGM, you should complete and return the reply slip in accordance with the instructions printed thereon as soon as possible.

Whether or not you are able to attend the AGM, you should complete and return the form of proxy in accordance with the instructions printed thereon and return it to Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event by not later than 24 hours before the time appointed for holding such meeting or any adjournment thereof.

Completion and return of the form of proxy will not preclude you from attending and voting at the AGM should you so wish.

12 May 2014

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
2.	General mandate to issue shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
3.	The AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix — General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6

— i —

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

• “A Shares”, “Domestic Shares”

domestic tradable shares in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Shanghai Stock Exchange;

“ADSs”

• American Depositary Shares, each representing the ownership of 40 H Shares, which are listed on the New York Stock Exchange Inc.;

“AGM”

the 2013 annual general meeting of the Company to be held at 9 a.m. on 26 June 2014 at the headquarters of the Company at Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, the PRC;

• “Board”

the board of Directors of the Company;

“Company”, “HPI”

Huaneng Power International, Inc., a sino-foreign joint stock limited company incorporated in the PRC and the H Shares, ADSs and A Shares of which are listed on the Hong Kong Stock Exchange, the New York Stock Exchange Inc. and the Shanghai Stock Exchange, respectively, and its subsidiaries (as the case may be);

• “Director(s)”

the director(s) (including independent non-executive directors) of the Company;

“General Mandate”

a general mandate to be granted to the Board for issuing A Shares and H Shares representing up to the limit of 20% of each of the aggregate nominal values of the A Shares and H Shares of the Company in issue on the date of passing the related resolution;

— ii —

DEFINITIONS

“H Shares” overseas listed foreign shares in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange; “Hong Kong” the Hong Kong Special Administrative Region of the PRC; “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange; “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited;

• “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited; “Latest Practicable Date” 5 May 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;

• “PRC”, “China” the People’s Republic of China; “RMB” Renminbi, the lawful currency of the PRC; “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• “Shareholders” the shareholders of the Company; and “subsidiaries” has the meaning ascribed to it in the Hong Kong Listing Rules.

— iii —

LETTER FROM THE BOARD

==> picture [373 x 81] intentionally omitted <==

Directors: Cao Peixi Huang Long Li Shiqi Huang Jian Liu Guoyue Fan Xiaxia Shan Qunying Guo Hongbo Xu Zujian Xie Rongxing

Legal Address: Huaneng Building 6 Fuxingmennei Street Xicheng District Beijing 100031 PRC

Independent Non-executive Directors:

Shao Shiwei Wu Liansheng Li Zhensheng Qi Yudong Zhang Shouwen

12 May 2014

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATE TO ISSUE NEW SHARES

1. INTRODUCTION

The purpose of this circular is to provide you with relevant information to enable you to make an informed decision on whether to vote for or against the resolution relating to the General Mandate to be proposed at the AGM to be approved by way of special resolution.

— 1 —

LETTER FROM THE BOARD

2. GENERAL MANDATE TO ISSUE SHARES

The Company seeks to obtain approval from its Shareholders for the General Mandate.

Scope of the authorisation is set out below:

• (1) Subject to paragraphs (3) and (4) and pursuant to the Company Law (the “Company Law”) of the People’s Republic of China (“PRC”) and the relevant regulations of the places where the shares of Huaneng Power International, Inc. are listed (as amended from time to time), the Board (or the directors authorised by the Board) be and is hereby granted an unconditional General Mandate to exercise all the powers of Huaneng Power International, Inc. within the Relevant Period (as defined below) to separately or concurrently allot, issue and deal with domestic shares and/or overseas listed foreign shares (including securities convertible into shares, option to subscribe for any shares (or such convertible securities), and to determine the terms and conditions for allotting, issuing and dealing with such new shares including but not limited to the following terms:

• (a) class and number of new shares to be issued;

• (b) pricing mechanism and/or issue price of the new shares to be issued (including price range);

• (c) the commencing and closing dates of such issue;

• (d) the class and number of the new shares to be issued to existing shareholders; and/ or

• (e) the making or granting of proposals, agreements and options for the purpose of exercising the authority mentioned above.

• (2) The approval in paragraph (1) shall authorise the Board (or the directors authorised by the Board) of Huaneng Power International, Inc., within the Relevant Period, to make or grant any offers, commitments and options of which might be exercised after the expiry of the Relevant Period.

— 2 —

LETTER FROM THE BOARD

• (3) The number of new domestic shares or new overseas listed foreign shares (other than those issued by conversion of the surplus reserve into share capital in accordance with the Company Law of the PRC and the articles of Huaneng Power International, Inc.) conditionally or unconditionally separately or concurrently allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Board (or the directors authorised by the Board) of Huaneng Power International, Inc. within the Relevant Period pursuant to the approval in paragraph (1) shall not exceed 20% of each class of the existing domestic shares and overseas listed foreign shares of Huaneng Power International, Inc. in issue at the time when this resolution is passed at the annual general meeting.

• (4) In exercising the mandate granted in paragraph (1) above, the Board (or the directors authorized by the Board) of Huaneng Power International, Inc. shall (a) comply with the Company Law of the PRC and the relevant regulatory stipulations (as amended from time to time) of the places where the shares of Huaneng Power International, Inc. are listed; and (b) obtain approval from China Securities Regulatory Commission and other relevant PRC government departments.

• (5) For the purpose of this resolution:

“Relevant Period” means the period from the date of passing this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of Huaneng Power International, Inc.; and

• (ii) the date on which the General Mandate set out in this resolution is revoked or varied by a special resolution of the shareholders of Huaneng Power International, Inc. at a general meeting.

• (6) Subject to the approval(s) of the relevant authorities of the PRC and in accordance with the relevant laws, administrative regulations, and the regulatory stipulations of the places where the shares of Huaneng Power International, Inc. are listed and the articles of Huaneng Power International, Inc., the Board (or the directors authorised by the Board) Huaneng Power International, Inc. be and is hereby authorised to increase the registered capital of Huaneng Power International, Inc. in accordance with the exercise of the powers pursuant to paragraph (1) above.

— 3 —

LETTER FROM THE BOARD

• (7) The Board (or the directors authorised by the Board) of Huaneng Power International, Inc. be and is hereby authorized to sign any necessary documents, complete any necessary formalities and procedures and take other necessary steps to complete the allotment, issuance and listing of the new shares upon the exercise of the powers pursuant to paragraph (1) above, provided the same do not violate the relevant laws, administrative regulations, the relevant regulatory stipulations of the places where the shares of Huaneng Power International, Inc., are listed and the articles of Huaneng Power International, Inc..

• (8) Subject to the approval of the relevant PRC authorities, the Board (or the directors authorised by the Board) of Huaneng Power International, Inc., be and is hereby authorized to make appropriate and necessary amendments to the articles of Huaneng Power International, Inc., after completion of the allotment and issue of new shares with reference to the method, type and number of new shares allotted and issued by Huaneng Power International, Inc., and the shareholding structure of Huaneng Power International, Inc., at the time of completion of the allotment and issue of new shares in order to reflect the alteration of the share capital structure and registered capital of Huaneng Power International, Inc. pursuant to the exercise of this General Mandate.

No shareholders’ class meeting shall be required to be convened by the Company when the Board of Directors exercises the General Mandate to issue A Shares. If, as required by the relevant domestic law and regulations in the PRC, a general meeting needs to be convened even if the General Mandate to issue Shares is obtained, then it is still subject to the approval by all Shareholders at the general meeting.

As at the Latest Practicable Date, the Company had in issue 14,055,383,440 Shares comprising 10,500,000,000 A Shares and 3,555,383,440 H Shares. Subject to the passing of the proposed resolution for the approval of the General Mandate and in accordance with the terms therein, the Company will be allowed to allot, issue and deal with up to a maximum of 2,100,000,000 A Shares and/or 711,076,688 H Shares on the basis that no further A Shares and/or H Shares will be issued by the Company prior to the General Meeting.

The above resolution shall be submitted to the General Meeting for consideration and the passing of such resolution shall be by more than two-thirds of the votes of the Shareholders (including their proxies) attending the General Meeting.

— 4 —

LETTER FROM THE BOARD

3. THE AGM

A notice convening the AGM to be held at 9:00 a.m. on 26 June 2014 at the headquarters of the Company at Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, the PRC, together with the reply slip and a form of proxy, have been issued to the Shareholders separately. Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, voting at the AGM will be conducted by poll. The poll results will be published on the websites of the Company and of the Stock Exchange in accordance with the Hong Kong Listing Rules following the AGM.

Whether or not you intend to attend the meeting in person, you are requested to complete and return the reply slip and the form of proxy in accordance with the instructions printed thereon. The form of proxy should be completed and returned to Computershare Hong Kong Investor Services Limited (for holders of H Shares of the Company) at 17M, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong or to the Company’s head office in China (for holders of Domestic Shares of the Company), as soon as possible and in any event not later than 24 hours before the time fixed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.

4. RECOMMENDATIONS

The Board believes that the proposed special resolution in relation to the General Mandate is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that all Shareholders vote in favor of such resolution as set out in the notice of the AGM.

5. OTHER INFORMATION

Your attention is drawn to the additional information set out in the appendix to this circular.

Yours faithfully

By order of the Board

Huaneng Power International, Inc.

Du Daming

Company Secretary

— 5 —

GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTEREST

(a) Directors and Supervisors of the Company

As at the Latest Practicable Date, none of the Directors, chief executive or Supervisors of the Company has interests or short positions in the shares and underlying shares of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which are required to be notified to the Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under such provisions of the SFO) or which are required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which are required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies to be notified to the Company and the Hong Kong Stock Exchange.

(b) Substantial Shareholders

As at the Latest Practicable Date, save as disclosed below, so far as is known to the Board, no persons (not being a Director, chief executive or Supervisor of the Company) had an interest or short position in the shares or underlying shares and debentures of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who is, directly or indirectly, interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at the general meeting of any other member of the Company:

— 6 —

GENERAL INFORMATION

APPENDIX

				Approximate	Approximate	Approximate
				percentage of	percentage of	percentage of
				shareholding in	shareholding in	shareholding in
				the Company’s	the Company’s	the Company’s
Name of	Class of	Number of		total issued	total issued	total issued
shareholder	shares	shares held	Capacity	share capital	domestic shares	H shares
Huaneng International	Domestic	5,066,662,118(L)	Beneficial owner	36.05%(L)	48.25%(L)	—
Power Development	shares
Corporation_(Note 2)_
China Huaneng	Domestic	1,672,769,384(L)	Beneficial owner	11.90%(L)	15.93%(L)	—
Group_(Note 3)_	shares
China Huaneng	H shares	472,000,000(L)	Beneficial owner	3.36%(L)	—	13.28%(L)
Group_(Note 4)_
Hebei Provincial	Domestic	603,000,000(L)	Beneficial owner	4.29%(L)	5.74%(L)	—
Construction	shares
Investment Company
Blackrock, Inc.(Note 5)	H shares	212,648,283(L)	Interest of controlled	1.51%(L)	—	5.98%(L)
		604,000(S)	corporation	0.004%(S)	—	0.01%(S)
UBS_(Note 6)_	H shares	33,127,982(L)	Beneficial owner	0.23%(L)	—	0.93%(L)
		9,691,934(S)	Beneficial owner	0.06%(S)	—	0.27%(S)
		138,950,320(L)	Person having a security	0.98%(L)	—	3.90%(L)
			interest in shares
		11,047,159(L)	Interest of controlled	0.07%(L)	—	0.31%(L)
			corporation
		2,100,000(S)	Interest of controlled	0.01%(S)	—	0.05%(S)
			corporation
JPMorgan Chase	H shares	37,281,750(L)	Beneficial owner	0.26%(L)	—	1.04%(L)
& Co.(Note 5)
		8,649,031(S)	Beneficial owner	0.06%(S)	—	0.24%(S)
		210,365(L)	Investment	0.001%(L)	—	0.005%(L)
			manager
		4,000(L)	Trustee	0.00002%(L)	—	0.0001%(L)
		178,990,325(L)	Custodian	1.27%(L)	—	5.03%(L)

Notes:

• (1) The letter “L” denotes a long position. The letter “S” denotes a short position. The letter “P” denotes interest in a lending pool.

• (2) As of the Latest Practicable Date, Huaneng Group holds 51.98% direct interests and an additional 5% indirect interests in HIPDC.

• (3) Of the 1,672,769,384 domestic shares, China Huaneng Group held 6,246,664 domestic shares through its wholly-owned subsidiary, Huaneng Capital Services Co., Ltd. and 111,398,171 domestic shares through its controlling subsidiary, Huaneng Finance.

— 7 —

GENERAL INFORMATION

APPENDIX

• (4) China Huaneng Group held 472,000,000 H shares through its wholly owned subsidiary, China Hua Neng Group Hong Kong Limited.

• (5) Long position of 310,000 shares and short position of 84,000 shares were held through physical settled derivatives (on exchange).

• (6) Long position of 6,317,008 shares was held through physically settled derivatives (on exchange). Short position of 1,160 shares were held through cash settled derivatives (on exchange). Long position of 917,576 shares and short position of 8,329,344 shares was held through physically settled derivatives (off exchange). Short position of 1,361,430 shares was held through cash settled derivatives (off exchange).

• (7) Long position of 456,680 shares and short position of 99,120 shares were held through physically settled derivatives (on exchange). Short position of 2,782,000 shares was held through cash settled derivatives (on exchange). Short position of 1,505.911 shares were held through physically settled derivatives (off exchange). Long position of 6,014,000 shares and short position of 1,390,000 shares were held through cash settled derivatives (off exchange).

Save as disclosed above, the Company is not aware of any other person (other than the directors, supervisors and senior executives of the Company) having any interests or short positions in the shares and underlying shares of the Company as at the Latest Practicable Date as recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO.

As at the Latest Practicable Date, save as disclosed below, so far as is known to the Board, no director or supervisor is a director or employee of a company which has an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under provisions of Divisions 2 and 3 of Part XV of the SFO:

Directors

• (i) Mr. Cao Peixi is the president of China Huaneng Group and the chairman of Huaneng International Power Development Corporation and Huaneng Renewables Corporation Limited;

• (ii) Mr. Huang Long is the vice president of China Huaneng Group and a director of Huaneng International Power Development Corporation;

• (iii) Mr. Li Shiqi is the president of Huaneng International Power Development Corporation;

• (iv) Mr. Huang Jian is the assistant of president of China Huaneng Group, the vice chairman of Huaneng Capital Services Company Limited, the Chairman of Huaneng Carbon Company and Chairman of Huaneng Hainan Power Ltd.;

• (v) Mr. Liu Guoyue is the vice president of China Huaneng Group;

— 8 —

GENERAL INFORMATION

APPENDIX

Supervisors

• (v) Mr. Guo Junming is the chief accountant of China Huaneng Group, the director of Huaneng International Power Development Corporation and Chairman of Huaneng Capital Service Limited Company; and

• (vi) Ms. Zhang Mengjiao is the manager of the Finance Department of Huaneng International Power Development Corporation, the Supervisor of Huaneng Anyuan Power Generation Limited Liability Company, Huaneng Duan Zhai Coal & Electricity Co., Ltd., Huaneng Chaohu Power Generation Co., Ltd. and the Chairman of the Supervisory Committee of Huaneng Shaanxi Power Generation Co, Ltd..

3. NO MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Company and its subsidiaries since 31 December 2013, being the date to which the latest published audited accounts of the Company and its subsidiaries were made up to.

4. MATERIAL LITIGATION

As at the Latest Practicable Date, none of the Company and its subsidiaries was engaged in any material litigation or arbitration and there was no litigation or claim of material importance known to the Directors to be pending or threatened by or against the Company and its subsidiaries.

5. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors or Supervisor of the Company had entered into any service contract with the Company or its subsidiaries which does not expire or is not terminable by the Company and its subsidiaries within one year without payment of compensation, other than statutory compensation.

— 9 —

GENERAL INFORMATION

APPENDIX

6. DIRECTORS’ OR SUPERVISORS’ INTERESTS IN THE COMPANY AND ITS SUBSIDIARIES’ ASSETS OR CONTRACTS

As at the Latest Practicable Date, none of the Directors or Supervisors of the Company had any interest in any assets which have been since 31 December 2013 (being the date to which the latest published audited accounts of the Company were made up) acquired or disposed of by or leased to the Company and its subsidiaries, or were proposed to be acquired or disposed of by or leased to the Company and its subsidiaries.

As at the Latest Practicable Date, none of the Directors or Supervisors was materially interested in any contract or arrangement subsisting at the Latest Practicable Date which was significant in relation to the business of the Company.

7. DIRECTORS’ INTERESTS IN COMPETING BUSINESS

As at the Latest Practicable Date, none of the Directors or their respective associates has interests in the businesses, other than being a Director, which compete or are likely to compete, either directly or indirectly, with the businesses of the Company (as would be required to be disclosed under Rule 8.10 of the Hong Kong Listing Rules if each of them were a controlling shareholder).

8. MISCELLANEOUS

• (a) Mr. Du Daming is the Company Secretary and Board Secretary of the Company.

• (b) The legal address of the Company is Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, PRC. The H Share registrar of the Company in Hong Kong is Hong Kong Registrars Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• (c) In the case of any discrepancy, the English text of this circular and form of proxy shall prevail over the Chinese text.

— 10 —