Netjoy Holdings Limited - Proxy Solicitation & Information Statement 2015

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.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities herein.

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(Stock Code: 902)

ELECTION OF DIRECTORS AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND GENERAL MANDATE TO ISSUE SHARES

A notice convening the AGM to be held at 9 a.m. on 25 June 2015 at Conference Room A102, the headquarters of the Company, 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.

8 May 2015

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
4.	General mandate to issue shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
5.	The AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
6.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
7.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

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”, “General Meeting” the 2014 annual general meeting of the Company to be held at 9 a.m. on 25 June 2015 at Conference Room A102, the headquarters of the Company, Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, the PRC;
"Articles of Association" the articles of association of the Company, as amended, modified or otherwise supplemented from time to time;
“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;
“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;
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	DEFINITIONS
“Latest Practicable Date”	4 May 2015, 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); and
“Shareholders”	the shareholders of the Company.

LETTER FROM THE BOARD

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(Stock Code: 902)

Directors: Cao Peixi Guo Junming Liu Guoyue Li Shiqi Huang Jian Fan Xiaxia Mi Dabin Guo Hongbo Xu Zujian Li Song

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

Independent Non-executive Directors: Li Zhensheng Qi Yudong Zhang Shouwen Yue Heng Zhang Lizi

8 May 2015

To the Shareholders

Dear Sir or Madam,

ELECTION OF DIRECTORS AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND 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 proposals relating to (among others) the change in the Directors of the Company, the amendments to the Articles of Association and the General Mandate to issue new Shares to be proposed at the AGM.

LETTER FROM THE BOARD

2. ELECTION OF DIRECTORS

Given that Mr. Xu Zujian, Mr. Qi Yudong and Ms. Zhang Lizi have tendered resignation reports to the Board resigning from the position of non-executive Director and independent non-executive Directors of the Eighth Session of the Board, the Board of the Company agreed to nominate Mr. Zhu Youseng as candidate as non-executive Director of the Eighth Session of the Board of Directors, to nominate Mr. Geng Jianxin and Mr. Xia Qing as candidates as independent non-executive Directors of the Eighth Session of the Board of Directors, and to submit the proposals for approval at the Company’s General Meeting.

If the proposals regarding the change in the Directors is/are approved at the General Meeting, the Board of Directors of the Company agrees to elect Mr. Zhu Yousheng as a member of the Remuneration and Appraisal Committee, to elect Mr. Geng Jianxin as the chairman of the Remuneration and Appraisal Committee, a member of each of the Audit Committee and the Nomination Committee and to confirm that he will be the financial expert in the Audit Committee, and to elect Mr. Xia Qing to be a member of each of the Strategy Committee, Audit Committee, Remuneration and Appraisal Committee. The positions mentioned above shall take effect on the date when Mr. Zhu Yousheng, Mr. Geng Jianxin and Mr. Xia Qing are elected as non-executive Director and independent non-executive Directors of the Eighth Session of the Board of Directors at the General Meeting.

The Board of Directors of the Company is satisfied with the work by Mr. Xu Zhujian, Mr. Qi Yudong and Ms. Zhang Lizi during their terms of tenure, and pays high regards to the contribution they made towards the development of the Company over the years. It expresses its sincere gratitude to them.

Biographical details of the candidates for Directors are as follows:

Candidate for non-executive Director

Mr. Zhu Youseng, aged 50, is currently the deputy general manager of Jiangsu Province Investment Management Limited Liability Company. He previously served as project manager of Jiangsu Province Investment Management Limited Liability Company, deputy general manager of Xutang Power Limited Liability Company, deputy general manager and general manager of the Production Safety Department of Jiangsu Province Investment Management Limited Liability Company. He graduated from Nanjing University of Aeronautics and Astronautics, and holds a master degree in Power Engineering. He is a senior engineer in the researcher level.

The Company proposes to appoint Mr. Zhu as the non-executive director of the Company for a term until the end of the Eighth Session of the Board of Directors. Mr. Zhu will receive an annual director’s fees of RMB48,000 (inclusive of tax). Save as disclosed, Mr. Zhu has not held any director or supervisor position in any other listed companies, nor does he have any other major appointment or qualification during the last three years. Mr. Zhu does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

LETTER FROM THE BOARD

In addition, there is no other information in relation to Mr. Zhu which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders of the Company.

Candidates for independent non-executive Directors

Mr. Geng Jianxin, aged 61, is currently a professor and doctoral supervisor of Renmin University of China, independent director of Shenzhen Tat Fook Technology Co., Ltd., independent director of Beijing Shouhang Resources Saving Co., Ltd, Independent Director of Dhc Software Co., Ltd. and independent director of BOE Technology Group Co., Ltd. He previously served as assistant accountant of the Geophysical Exploration Company of the Ministry of Metallurgical Industry and associate professor of Hebei University of Economics and Business. He graduated from the Renmin University of China and holds a doctor’s degree in Accounting.

The Company proposes to appoint Mr. Geng as the independent non-executive director of the Company for a term until the end of the Eighth Session of the Board of Directors. Mr. Geng’s annual remuneration before tax will be RMB74,000. Save as disclosed, Mr. Geng has not held any director or supervisor position in any other listed companies, nor does he have any other major appointment or qualification during the last three years. Mr. Geng does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there is no other information in relation to Mr. Geng which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders of the Company.

Mr. Xia Qing, aged 57, is currently a professor and chairman of the Academic Degrees Committee of the Electrical Engineering Department of Tsinghua University and independent director of Yantai Dongfang Electronics Information Industry Co., Ltd. He previously served as independent director of Datang International Power Generation Co., Ltd. and Yunnan Wenshan Electric Power Co., Ltd. He graduated from Tsinghua University and holds a doctor’s degree in Electric Power System and Automation.

The Company proposes to appoint Mr. Xia as the independent non-executive director of the Company for a term until the end of the Eighth Session of the Board of Directors. Mr. Xia’s annual remuneration before tax will be RMB74,000. Save as disclosed, Mr. Xia has not held any director or supervisor position in any other listed companies, nor does he have any other major appointment or qualification during the last three years. Mr. Xia does not have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

LETTER FROM THE BOARD

In addition, there is no other information in relation to Mr. Xia which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders of the Company.

The above proposals shall be submitted to the AGM as ordinary resolutions for consideration and approval by the Shareholders.

3. AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board of Directors proposes to amend the Articles of Association to reflect (among other things) the changes to the number of issued Shares of the Company following completion of the non-public issuance of 365,000,000 H Shares took place in November 2014.

Details of the proposed amendments to the Articles of Association are as follows:

(a) The original Article 3 which provides that:

“Domicile of the Company:	Huaneng Building, 4 Fuxingmennei Street,
	Xicheng District, Beijing, People’s Republic of China
Postal code:	100031
Telephone number:	63226999
Fax number:	63226888”

is hereby amended as follows:

“Domicile of the Company:	Huaneng Building, ~~46~~ Fuxingmennei Street, Xicheng District, Beijing, People’s Republic of China
Postal code:	100031
Telephone number:	63226999
Fax number:	63226888”

(b) The original Article 15 which provides that:

“With the approval of the department responsible for the examination and approval of companies as authorized by the State Council, the total number of ordinary shares first issued by the Company is 5 billion shares and the Company issued 3.75 billion shares (domesticinvested shares) to promoters at the time of its establishment, representing 75% of the total number of issued ordinary shares of the Company at that time.

All of the 1.25 billion ordinary shares issued by the Company at the first offering after its establishment are overseas-listed foreign-invested shares, representing 25% of the total number of issued ordinary shares of the Company at that time.

LETTER FROM THE BOARD

Upon being passed by special resolution in the Company’s general meeting of shareholders and with the approval of relevant departments of the Chinese government, the Company completed the issuance and allotment of an additional 250 million overseas-listed foreign-invested shares and 400 million domestic-invested shares on 4 March 1998 and, taking into account the aforesaid placing and allotment of shares, the structure of the Company’s share capital is as follows: the total number of ordinary shares is 5.65 billion shares, out of these, 4.15 billion shares representing approximately 73.45% of the total number of issued ordinary shares of the Company are held by holders of domestic-invested shares and 1.5 billion shares representing approximately 26.55% of the total number of issued ordinary shares of the Company are held by holders of overseas-listed foreign-invested shares.

Upon being passed by special resolution in the Company’s general meeting of shareholders and with the approval of relevant departments of the Chinese government, the Company completed the issuance and allotment of 350 million domestic-invested shares in 2001, among which 250 million shares are domestic-listed domestic-invested shares and 100 million shares are nonlisted domestic-invested shares.

After the above increase of share capital by the issuance and allotment of shares, the Company’s share capital structure was as follows: the total number of ordinary shares was 6 billion shares, out of these, 250 million shares representing approximately 4.17% of the Company’s total share capital were held by holders of domestic-listed domestic-invested shares, 4.25 billion shares representing approximately 70.83% of the Company’s total share capital were held by holders of domestic-invested shares, and 1.5 billion shares representing 25% of the Company’s total share capital are held by holders of overseas-listed foreigninvested shares.

Upon the approval by special resolution in the Company’s general meeting of shareholders, in 2004, the Company declared the payment of dividends, totaling to 3,013,835,600 shares, to the Company’s shareholders with its distributable profits and distributed 3,013,835,600 shares to the Company’s shareholders by converting reserves into the registered capital of the Company.

Upon being passed by special resolution in the Company’s general meeting of shareholders and with the approval of relevant departments of the PRC government, the Company completed the issuance of 500 million overseas-listed foreign-invested shares and 1.5 billion domestic-listed domestic-invested shares in December 2010.

The existing structure of the Company’s share capital is as follows: the total number of issued ordinary shares of the Company is 14,055,383,440 shares, out of these, 10,500,000,000 shares representing approximately 74.70% of the Company’s total share capital are held by holders of domestic-listed shares, and 3,555,383,440 shares representing approximately 25.30% of the Company’s total share capital are held by holders of overseas-listed shares.”

LETTER FROM THE BOARD

is hereby amended as follows:

Upon being passed by special resolution in the Company’s general meeting of shareholders and with the approval of relevant departments of the Chinese government, the Company completed the issuance and allotment of 350 million domestic-invested shares in 2001, among which 250 million shares are domestic-listed domestic-invested shares and 100 million shares are nonlisted domestic-invested shares.

LETTER FROM THE BOARD

After the above issuance and allotment of shares, the Company’s share capital structure was as follows: the total number of ordinary shares was 14,055,383,440 shares, of which 10,500,000,000 shares representing approximately 74.70% of the Company’s total share capital were held by holders of domestic-invested shares, and 3,555,383,440 shares representing 25.30% of the Company’s total share capital are held by holders of overseaslisted foreign-invested shares.

Upon obtaining a mandate at the Company’s general meeting of shareholders and with the approval of relevant departments of the PRC government, the Company completed the issuance of 365 million overseas-listed foreign-invested shares in November 2014.

The existing structure of the Company’s share capital is as follows: the total number of issued ordinary shares of the Company is ~~14,055,383,440~~ 14,420,383,440 shares, out of these, 10,500,000,000 shares representing approximately ~~74.70%~~ 72.81% of the Company’s total share capital are held by holders of domestic-listed shares, and ~~3,555,383,4403~~ ,920,383,440 shares representing approximately ~~25.30%~~ 27.19% of the Company’s total share capital are held by holders of overseas-listed shares.

(c) The original Article 19 which provides that:

The registered capital of the Company is RMB14,055,383,440.

is hereby amended as follows:

The registered capital of the Company is RMB ~~14,055,383,440~~ 14,420,383,440.

The Articles of Association are written in Chinese and the translation into English language is for reference only. In case of any inconsistency between the English and Chinese versions, the Chinese version shall prevail.

According to the Articles of Association and the relevant rules and regulations, the proposed amendments are subject to the approval of the Shareholders of the Company by way of special resolution at the general meeting. Further, the proposed amendments will become effective after obtaining the approval from the relevant PRC authorities.

The Directors consider that the proposed amendments are in the interest of the Company and its Shareholders as a whole. Advice has been obtained from independent legal advisers that the amended Articles of Association comply with the laws of the PRC and the Hong Kong Listing Rules requirements.

LETTER FROM THE BOARD

4. GENERAL MANDATE TO ISSUE SHARES

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

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 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 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 starting 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 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.
(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) 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 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 in issue at the time when this resolution is passed at the Annual General Meeting.
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LETTER FROM THE BOARD

(4) In exercising the mandate granted in paragraph (1) above, the Board (or the directors authorized by the Board) of Huaneng Power International 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 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; 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 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 are listed and the articles of Huaneng Power International, the Board (or the directors authorised by the Board) Huaneng Power International be and is hereby authorised to increase the registered capital of Huaneng Power International in accordance with the exercise of the powers pursuant to paragraph (1) above.
(7) The Board (or the directors authorised by the Board) of Huaneng Power International 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 are listed and the articles of Huaneng Power International.
(8) Subject to the approval of the relevant PRC authorities, the Board (or the directors authorised by the Board) of Huaneng Power International be and is hereby authorized to make appropriate and necessary amendments to the articles of Huaneng Power International 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 and the shareholding structure of Huaneng Power International 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 pursuant to the exercise of this general mandate.

No shareholders’ class meetings 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.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company had in issue 14,420,383,440 Shares comprising 10,500,000,000 A Shares and 3,920,383,440 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 784,076,688 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 proposal shall be submitted to the AGM as a special resolution for consideration and approval by the Shareholders.

5. THE AGM

A notice convening the AGM to be held at 9:00 a.m. on 25 June 2015 at Conference Room A102, the headquarters of the Company, 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 Hong Kong 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 Hong Kong Registrars 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.

6. RECOMMENDATIONS

The Board believes that the proposed resolutions set out in the notice of the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that all Shareholders vote in favor of the resolutions as set out in the notice of the AGM.

7. 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,

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LETTER FROM THE BOARD

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.

Yours faithfully By order of the Board Huaneng Power International, Inc. Du Daming Company Secretary

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AI assistant

Netjoy Holdings Limited Proxy Solicitation & Information Statement 2015

50390_rns_2015-05-07_037a9607-3158-4793-b266-89c1d57033f1.pdf

ELECTION OF DIRECTORS AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND GENERAL MANDATE TO ISSUE SHARES

CONTENTS

DEFINITIONS

LETTER FROM THE BOARD

(Stock Code: 902)

ELECTION OF DIRECTORS AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND GENERAL MANDATE TO ISSUE NEW SHARES

1. INTRODUCTION

LETTER FROM THE BOARD

2. ELECTION OF DIRECTORS

Candidate for non-executive Director

LETTER FROM THE BOARD

Candidates for independent non-executive Directors

LETTER FROM THE BOARD

3. AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(a) The original Article 3 which provides that:

is hereby amended as follows:

(b) The original Article 15 which provides that:

LETTER FROM THE BOARD

is hereby amended as follows:

(c) The original Article 19 which provides that:

is hereby amended as follows:

4. GENERAL MANDATE TO ISSUE SHARES

LETTER FROM THE BOARD

LETTER FROM THE BOARD

5. THE AGM

6. RECOMMENDATIONS

7. RESPONSIBILITY STATEMENT

LETTER FROM THE BOARD

AI assistant

Netjoy Holdings Limited — Proxy Solicitation & Information Statement 2015

50390_rns_2015-05-07_037a9607-3158-4793-b266-89c1d57033f1.pdf

ELECTION OF DIRECTORS AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND GENERAL MANDATE TO ISSUE SHARES

CONTENTS

DEFINITIONS

LETTER FROM THE BOARD

(Stock Code: 902)

ELECTION OF DIRECTORS AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND GENERAL MANDATE TO ISSUE NEW SHARES

1. INTRODUCTION

LETTER FROM THE BOARD

2. ELECTION OF DIRECTORS

Candidate for non-executive Director

LETTER FROM THE BOARD

Candidates for independent non-executive Directors

LETTER FROM THE BOARD

3. AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(a) The original Article 3 which provides that:

is hereby amended as follows:

(b) The original Article 15 which provides that:

LETTER FROM THE BOARD

is hereby amended as follows:

(c) The original Article 19 which provides that:

is hereby amended as follows:

4. GENERAL MANDATE TO ISSUE SHARES

LETTER FROM THE BOARD

LETTER FROM THE BOARD

5. THE AGM

6. RECOMMENDATIONS

7. RESPONSIBILITY STATEMENT

LETTER FROM THE BOARD

More from Netjoy Holdings Limited

Netjoy Holdings Limited Proxy Solicitation & Information Statement 2015