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Netjoy Holdings Limited Proxy Solicitation & Information Statement 2015

Nov 25, 2015

50390_rns_2015-11-25_f6c2274f-eed9-47df-a615-6bd7fdd2f845.pdf

Proxy Solicitation & Information Statement

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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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(Stock Code: 902)

NOTICE OF 2016 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2016 First Extraordinary General Meeting (the “Extraordinary General Meeting”) of Huaneng Power International, Inc. (the “Company”) will be held at 9:00 a.m. on 12 January 2016 at Conference Room A102, Huaneng Building, 6 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 2016 Continuing Connected Transactions between the Company and Huaneng Group”, including Huaneng Group Framework Agreement and the transaction caps thereof [(Note][1)] ;

  2. To consider and approve the “Resolution regarding the connected transaction on finance leasing and leaseback by Huaneng Pingliang Power Generation Limited Company, the controlled subsidiary of the Company” [(Note][1)] ; and

  3. To consider and approve the “Resolution regarding the connected transactions on finance leasing and leaseback by the controlled subsidiaries of the Company” [(Note][1)] .

By Order of the Board Huaneng Power International, Inc. Du Daming Company Secretary

Beijing, the PRC 26 November 2015

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Notes:

  1. For details of the resolutions, please refer to an announcement of the Company dated 26 November 2015 (the “Announcement”). Unless stated otherwise, terms used herein shall have the same meanings as set out in the Announcement.

  2. Proxy

  3. (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.

  4. (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.

  5. (iii) To be valid, the power of attorney or other authorisation document(s) which have been notarised together with the completed form of proxy must be delivered, in the case of holders of Domestic Shares, to the Company and, in the case of holders of H Shares, to Hong Kong Registrars Limited, not less than 24 hours before the time designated for holding of the Extraordinary General Meeting.

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

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

  8. Registration procedures for attending the Extraordinary General Meeting

  9. (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.

  10. (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 23 December 2015.

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

  12. Closure of Register of Members

In order to determine the shareholders of H shares who will be entitled to attend the Extraordinary General Meeting, the Company will suspend registration of transfer of shares from 23 December 2015 to 12 January 2016 (both days inclusive).

In order to qualify to attend the Extraordinary General Meeting, shareholders of H shares of the Company whose transfer documents have not been registered must deposit the transfer documents accompanied by relevant share certificates to the Company’s H Share Registrar, Hong Kong Registrars Limited at Rooms 1712-16, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, by no later than 4:30 p.m. on 22 December 2015. Holders of H shares whose names are recorded in the register of member of the Company on 23 December 2015 are entitled to attend the Extraordinary General Meeting.

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  • 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, 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, 6 Fuxingmennei Street, Xicheng District, Beijing 100031, The People’s Republic of China Telephone No.: (+86)-10-6322 6593, (+86)-10-6322 6590 Facsimile No.: (+86)-10-6641 2321 Email: [email protected]

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

Cao Peixi (Executive Director) Guo Junming (Non-executive Director) Liu Guoyue (Executive Director) Li Shiqi (Non-executive Director) Huang Jian (Non-executive Director) Fan Xiaxia (Executive Director) Mi Dabin (Non-executive Director) Guo Hongbo (Non-executive Director) Zhu Yousheng (Non-executive Director) Li Song (Non-executive Director)

Li Zhensheng (Independent Non-executive Director) Zhang Shouwen (Independent Non-executive Director) Yue Heng (Independent Non-executive Director) Geng Jianxin (Independent Non-executive Director) Xia Qing (Independent Non-executive Director)

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