Netjoy Holdings Limited — Proxy Solicitation & Information Statement 2017

Mar 27, 2017

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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(Stock Code: 902)

NOTICE OF 2017 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2017 second extraordinary general meeting (the “ Extraordinary General Meeting ”) of Huaneng Power International, Inc. (the “ Company ”) will be held at 9:00 a.m. on 16 May 2017 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 RESOLUTION (S)

1. To consider and approve the Proposal regarding the Company’s Fulfillment of the Conditions for Non-public Issuance of A Shares. (Note 1)

SPECIAL RESOLUTION (S)

1. To consider and approve the Proposal regarding the Company’s Scheme for Non-public Issuance of A Shares. (Note 1)

2. 2.1 Issuing methods and issuing time

3. 2.2 Type and face value of the shares to be issued

4. 2.3 Target investors and subscription method

5. 2.4 Pricing ex-date, issue price and pricing principles

6. 2.5 Number of shares to be issued

7. 2.6 Lock-up period

8. 2.7 Amount and use of proceeds to be raised

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10. 2.8 The arrangement of the undistributed profits before the non-public issuance

11. 2.9 The valid period of the approval of the issuance

12. 2.10 Place of listing

13. To consider and approve the Proposal on the Company’s Plan for Non-public Issuance of A Shares. (Note 1)

ORDINARY RESOLUTION (S)

1. To consider and approve the Proposal regarding the Feasibility Analysis Report on the Investment Projects with the Proceeds of the Company’s Non-public Issuance of A Shares. (Note 1)

2. To consider and approve the Proposal regarding the Report on the Use of the Proceeds Raised in the Latest Share Offering of the Company. (Note 1)

3. To consider and approve the Proposal regarding the Risk Warnings and Make-up Measures for the Company’s Diluted Immediate Return on Non-public Issuance of A Shares. (Note 1)

4. To consider and approve the Proposal regarding the Commitments of the Controlling Shareholders, Directors and Senior Management on Adopting Make-up Measures for the Diluted Immediate Return on Non-public Issuance of A Shares. (Note 1)

SPECIAL RESOLUTION (S)

1. To consider and approve the Proposal regarding the Company’s Shareholder Return Plan for the Next Three Years (2017-2019) . (Note 1)

2. To consider and approve the Proposal regarding the Convening a General Meeting to Authorize the Board of Directors to Deal With the Issues Related to the Non-public Issuance of A Shares. (Note 1)

By Order of the Board

Huaneng Power International, Inc. Du Daming

Company Secretary

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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

Li Zhensheng

(Independent Non-executive Director) Yue Heng (Independent Non-executive Director) Geng Jianxin

(Independent Non-executive Director) Xia Qing (Independent Non-executive Director) Xu Mengzhou

(Independent Non-executive Director)

(Non-executive Director)

Beijing, the PRC 27 March 2017

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Notes:

1. Please refer to the Company’s announcement dated 27 March 2017 and circular to be issued before the Extraordinary General Meeting for details.

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 the H Share registrar of the Company Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, 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 shareholders such proxies shall only exercise the right to vote by poll.

7. (v) The resolutions set out in this Notice 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 26 April 2017.

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

12. Closure of H Share register members

Closure of register of members for the Extraordinary General Meeting

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 26 April 2017 to 16 May 2017 (both days inclusive) .

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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 Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on 25 April 2017. Holders of H shares whose names are recorded in the register of member of the Company on 26 April 2017 are entitled to attend the Extraordinary General Meeting.

1. Other Businesses

2. (i) The Extraordinary General Meeting will last for half day. Shareholders and their proxies who attend the Extraordinary General Meeting 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:

Shops 1712-1716, 17th Floor, Hopewell Centre 183 Queen’s Road East, Wanchai Hong Kong

• (iii) The business address and contact of the Company are:

Capital Market Department Huaneng Power International, Inc. Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing 100031, The People’s Republic of China Contact: Xie Meixin/Zhou Di Telephone No.: (+86) -10-6322 6590/6322 6599 Facsimile No.: (+86) -10-6641 2321 Email: xiemx@hpi.com.cn

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