Netjoy Holdings Limited — Proxy Solicitation & Information Statement 2018

Dec 11, 2018

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 2019 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2019 first extraordinary general meeting (the “ Extraordinary General Meeting ”) of Huaneng Power International, Inc. (the “ Company ”) will be held at 9:00 a.m. on 30 January 2019 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

1. To consider and approve the proposal regarding the revision of the remuneration of Independent Non-executive Directors of the Company;

SPECIAL RESOLUTION

1. To consider and approve the proposal regarding the amendments to the Company’s Articles of Association and the Rules and Procedures for General Meetings;

ORDINARY RESOLUTIONS

1. To consider and approve the proposal regarding the provision of guarantee by Shandong Company to its subsidiary;

2. To consider and approve the proposal on election of a director;

3. To consider and approve the proposal regarding the appointment of Company’s auditors for 2019;

4. To consider and approve the proposal regarding the change the use of part of fund raising proceeds in certain investment projects and the implementation thereof;

5. To consider and approve the proposal on the use of part of the idle raised proceeds to temporarily supplement working capital; and

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7. To consider and approve the proposal regarding the continuing connected transactions for 2019 between the Company and Huaneng Group.

By Order of the Board Huaneng Power International, Inc. Huang Chaoquan Company Secretary

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

Cao Peixi (Executive Director) Huang Jian (Non-executive Director) Wang Yongxiang (Non-executive Director) Mi Dabin (Non-executive Director) Guo Hongbo (Non-executive Director) Cheng Heng (Non-executive Director) Lin Chong (Non-executive Director)

Yue Heng (Independent Non-executive Director) Xu Mengzhou (Independent Non-executive Director) Liu Jizhen (Independent Non-executive Director) Xu Haifeng (Independent Non-executive Director) Zhang Xianzhi (Independent Non-executive Director)

Beijing, the PRC 12 December 2018

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Notes:

1. Please refer to the Company’s announcement dated 12 December 2018 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 10 January 2019.

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 10 January 2019 to 30 January 2019 (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 Registrar 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 9 January 2019. Holders of H shares whose names are recorded in the register of member of the Company on 30 January 2019 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/Liu Tianyu Telephone No.: (+86)-10-6322 6590/6322 6595 Facsimile No.: (+86)-10-6322 6888 Email: xiemx@hpi.com.cn

• (iv) Time and dates in this notice are Hong Kong time and dates.

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