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Netjoy Holdings Limited Proxy Solicitation & Information Statement 2023

Nov 17, 2023

50390_rns_2023-11-17_5f46c545-c89e-45a8-84dd-37b0b5485b04.pdf

Proxy Solicitation & Information Statement

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THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this supplemental circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Huaneng Power International, Inc., you should at once hand this supplemental circular to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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

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(Stock Code: 902)

SUPPLEMENTAL CIRCULAR PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS AND SUPERVISORS AND

SUPPLEMENTAL NOTICE OF 2023 FIRST EXTRAORDINARY GENERAL MEETING

This supplemental circular should be read together with the First Circular and the Second Circular of the Company both dated 20 October 2023.

An EGM Notice regarding the 2023 First EGM to be held at Conference Room A102, Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, the PRC at 9:00 a.m. on 5 December 2023 is set out in the First Circular. The Supplemental EGM Notice is set out on pages EGM-1 to EGM-5 of this supplemental circular.

Additional resolutions will be presented at the EGM, the details of which are set out in the supplemental circular. Second Proxy Form which contains (among others) the additional resolutions to be proposed at EGM are enclosed herewith and also published on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.hpi.com.cn). The Second Proxy Form enclosed herewith shall supersede the First Proxy Form enclosed in the First Circular. Shareholders who intend to appoint a proxy to attend the EGM shall complete the enclosed Second Proxy Form in accordance with the instructions printed thereon and return the same not less than 24 hours before the time fixed for holding the EGM (i.e. before 9:00 a.m. on 4 December 2023) or any adjournment thereof (as the case maybe).

Completion and return of the Second Proxy Form will not preclude you from attending the EGM or any adjournment thereof (as the case maybe) and voting in person if you so wish.

17 November 2023

CONTENTS

Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
**Letter ** from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2. Proposed Re-election and Appointment of Directors and Supervisors . . . . . . . . . . . . 4
3. Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Appendix I – Biographical Details of Directors and Supervisors Candidates . . . . . . . . . . . I-1
Supplemental EGM Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EGM-1
  • i -

DEFINITIONS

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

“2023 First EGM” or “EGM” the 2023 first extraordinary general meeting of the Company to be held at 9:00 a.m. on 5 December 2023 at the headquarters of the Company at Conference Room A102, the headquarters of the Company, Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, the PRC, to consider and approve the resolutions set forth in the Supplemental EGM Notice enclosed herewith “Board” the board of Director of the Company “Company”or “Huaneng Huaneng Power International, Inc. International” “CSRC” China Securities Regulatory Commission “Director(s)” director(s) of the Company “EGM Notice” a notice convening the EGM dated 20 October 2023, which was set out in the First Circular and despatched to the Shareholders “Executive Director(s)” the executive director(s) of the Company “First Circular” the circular of the Company dated 20 October 2023, in relation to, among others, the provision of counter-guarantee, continuing connected transactions under Huaneng Group Framework Agreement, re-appointment of accounting firm for 2024, capital increase in Liaoning Qingneng Company and EGM Notice “First Proxy Form” the proxy form which was despatched to the Shareholders along with the First Circular “HIPDC” Huaneng International Power Development Corporation “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 “Huaneng Group” China Huaneng Group Co., Ltd. “Independent Non-executive the non-executive directors of the Company Director(s)”

  • 1 -

DEFINITIONS

“Latest Practicable Date” 15 November 2023, being the latest practicable date prior to the
printing of this circular for ascertaining certain information
contained herein
“Nomination Committee” the nomination committee of the Company
“Non-executive Director(s)” the non-executive director(s) of the Company
“Second Circular” the circular of the Company dated 20 October 2023, in relation to,
among others, continuing connected transactions under the letter of
support
“Second Proxy Form” the proxy form which will be despatched to the Shareholders
together with this supplemental circular
“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of
Hong Kong)
“SSE” Shanghai Stock Exchange
“Shareholder(s)” the shareholder(s) of Company
“Supplemental EGM Notice” a supplemental notice convening the EGM dated 17 November
2023
“SZSE” Shenzhen Stock Exchange
“Supervisory Committee” the supervisory committee of the Company
  • For identification purposes only

  • 2 -

LETTER FROM THE BOARD

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(Stock Code: 902)

Executive Directors: Wang Kui

Non-executive Directors:

Huang Jian Lu Fei Teng Yu Mi Dabin Cheng Heng Li Haifeng Lin Chong

Registered office: Huaneng Building 6 Fuxingmennei Street Xicheng District Beijing 100031 PRC

Independent Non-executive Directors:

Xu Mengzhou Liu Jizhen Xu Haifeng Zhang Xianzhi Xia Qing

17 November 2023

To the Shareholders

Dear Sir/Madam,

SUPPLEMENTAL CIRCULAR PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS AND SUPERVISORS AND SUPPLEMENTAL NOTICE OF 2023 FIRST EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

References are made to (i) the First Circular in relation to, among others, the provision of counterguarantee, continuing connected transactions under Huaneng Group Framework Agreement, reappointment of accounting firm for 2024, capital increase in Liaoning Qingneng Company and EGM Notice; (ii) the Second Circular in relation to continuing connected transactions under the letter of

  • 3 -

LETTER FROM THE BOARD

support; and (iii) the announcement of the Company dated 8 November 2023 in relation to the proposed re-election and appointment of Directors and Supervisors. This supplemental circular should be read together with the First Circular and the Second Circular.

The purpose of this supplemental circular is to give you the Supplemental EGM Notice to provide you with further details regarding the additional proposals on proposed re-election and appointment of Directors and Supervisors to be tabled at the EGM for shareholders’ approval and to enable you to make an informed decision on voting in respect of such resolutions at the EGM.

II. PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS AND SUPERVISORS

Proposed Re-election of Directors and Supervisors

The term of the tenth session of the Board will expire. The Company has been informed that, except for Mr. Wang Kui (Executive Director), Mr. Li Haifeng (Non-executive Director) and Mr. Xia Qing (Independent Non-executive Director), other existing Directors of the tenth session of the Board will retire and will not stand for re-election as candidate Directors of the eleventh session of the Board. The term of the tenth session of the Supervisory Committee of the Company will expire. Except for Mr. Xia Aidong, the other existing Supervisors of the tenth session of the Supervisory Committee (save for the Staff Representative Supervisors) will retire and will not stand for re-election as candidate Supervisors of the eleventh session of the Supervisory Committee.

Each of the retiring Directors has confirmed that he has no disagreement with the Board, and there are no disagreements among the Directors and there are no matters that need to be brought to the attention of the Shareholders.

Each of the retiring Supervisors has also confirmed that he/she has no disagreement with the Supervisory Committee, and there are no disagreements among the Supervisors and there are no matters that need to be brought to the attention of the Shareholders.

Proposed Appointment of New Directors and Supervisors

In addition to the proposed re-election of Directors and Supervisors, the Board and the Supervisory Committee have respectively proposed the following new appointments to constitute the eleventh session of the Board and the Supervisory Committee:

  • (i) Mr. Wang Zhijie and Mr. Huang Lixin as the Executive Directors;

  • (ii) Mr. Du Daming, Mr. Zhou Yi, Mr. Li Lailong, Mr. Cao Xin, Mr. Ding Xuchun and Mr. Wang Jianfeng as the Non-executive Directors;

  • (iii) Mr. He Qiang, Ms. Zhang Liying, Mr. Zhang Shouwen and Ms. Dang Ying as Independent Non-executive Directors; and

  • (iv) Mr. Cao Shiguang, Ms. Kou Yaozhou and Mr. Song Taiji as the Supervisors.

  • 4 -

LETTER FROM THE BOARD

Brief biographical details of the Directors and Supervisors who are proposed to be re-elected and appointed at the EGM are set out in Appendix I to this circular.

Views of the Nomination Committee

In identifying suitable candidates for Directors, the Nomination Committee has considered the benefits of diversity of the Board and the merits of the candidates against objective criteria. The factors considered by the Nomination Committee in assessing the suitability of a proposed candidate include: (i) reputation for integrity; (ii) accomplishments, professional knowledge and industry experience which may be relevant to the Group; (iii) commitments to their respective roles and functions; (iv) a range of diversity perspectives, including but not limited to gender, age, educational background, skills, knowledge and length of service; (v) skills, experience and board refreshment required for the operations of the Group. Apart from aforesaid factors, the Nomination Committee has also assessed the past performance of the candidates to be re-elected as Directors and the independence of the candidates to be re-elected or appointed as Independent Non-executive Directors after having considered, among other things, the requirements as set out in Rule 3.13 of the Hong Kong Listing Rules.

Having considered the above factors, the Nomination Committee endorsed the proposed re-election and appointments on the following grounds:

  • (i) Each of candidates who will stand for re-election (i.e., Mr. Wangkui, Mr. Li Haifeng and Mr. Xiaqing) had actively participated in the Company’s board meetings, board committee meetings and general meetings, demonstrated his ability to exercise independence of judgement and provide a balanced and objective view in relation to the Company’s affairs and made valuable contributions to the diversity of the Board and the Nomination Committee found their performance during the period from their respective dates of appointment as existing members of the Board to the Latest Practicable Date has been satisfactory;

  • (ii) With regard to the biographical details, working profile, educational background, primary field of study of the candidates to be appointed as Directors, the Nomination Committee was of the view that each of them had extensive experience, skills and knowledge that are relevant to the Company’s business and corporate strategy and has the required character, integrity and experience to continuously fulfil her/his role as a Director effectively;

  • (iii) With the appointment of Ms. Zhang Liying and Ms. Dang Ying, the Board’s diversity will be enhanced in terms of the representation of Independent Non-executive Directors on the Board, gender, professional experience, educational background and skillset, in particular, in the area of electricity and energy and the requisite accounting and related financial management expertise;

  • (iv) None of the candidates for Independent Non-executive Directors (i.e. Mr. Xia Qing, Mr. He Qiang, Ms. Zhang Liying, Mr. Zhang Shouwen and Ms. Dang Ying) is holding his/her seventh listed company directorship and would have sufficient time to devote to the Board; and

  • 5 -

LETTER FROM THE BOARD

  • (v) Each of Mr. Xia Qing, Mr. He Qiang, Ms. Zhang Liying, Mr. Zhang Shouwen and Ms. Dang Ying has met the independence guidelines set out in Rule 3.13 of the Hong Kong Listing Rules and has also given to the Company a confirmation of his/her independence and as of the Latest Practicable Date, the Company did not receive any notification from them that there has been a subsequent change of circumstances which affected their independence. Mr. Xiaqing, who has served less than six years on the Board and exhibited his objectivity and independent frame of mind throughout his tenure, will continue valuable business experience, knowledge and professionalism to the Board.

Accordingly, with the recommendation from the Nomination Committee, the Board has proposed the re-election of Mr. Wangkui, Mr. Li Haifeng and Mr. Xiaqing and appointment of Mr. Wang Zhijie, Mr. Huang Lixin, Mr. Du Daming, Mr. Zhou Yi, Mr. Li Lailong, Mr. Cao Xin, Mr. Ding Xuchun, Mr. Wang Jianfeng, Mr. He Qiang, Ms. Zhang Liying, Mr. Zhang Shouwen and Ms. Dang Ying as Directors at the EGM.

The proposed re-election and appointment of Directors and Supervisors shall be subject to consideration and approval of shareholders by way of ordinary resolutions to be voted on using the cumulative voting method.

III. RESPONSIBILITY STATEMENT

This supplemental circular, for which the Directors 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, (i) the information contained in this supplemental circular is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this supplemental circular misleading; and (iii) all opinions expressed in this supplemental circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

IV. RECOMMENDATIONS

The Directors are of the view that the additional resolutions on approving the proposed re-election and appointment of Directors and Supervisors to be tabled at the EGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders vote in favour of the resolutions to be proposed at the EGM as set out in the Supplemental EGM Notice.

Yours faithfully By order of the Board Huaneng Power International, Inc. Huang Chaoquan Company Secretary

  • 6 -

APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTORS AND SUPERVISORS CANDIDATES

DIRECTORS

Executive Director

Mr. Wang Kui , aged 56, currently the chairman and executive Director, and secretary of the CPC Committee of the Company, president assistant, chief of the thermal power construction center and the engineering technology and economic management center of Huaneng Group and director of North United Power Co., Ltd. He previously served as vice president and CPC Leadership Group member of Xinjiang Energy Development Co., Ltd. (from August 2007 to November 2008, he was a member of the standing committee of the CPC Committee and Deputy Governor of the Kizilsu Kirghiz Autonomous Prefecture in Xinjiang), the vice president and the deputy party secretary of CPC Leadership Group, president and deputy party secretary CPC Leadership Group (presided over the work) of Shanxi branch of the Company, chief of the Planning and Development Department, the deputy chief economist and the chief of the Planning and Development Department of Huaneng Group. He graduated from Guanghua School of Management, Peking University, majoring in Business Administration for Senior Executives, MBA. He is a professor-level senior engineer.

Save as disclosed above, Mr. Wang does not have any other connections or relationships with Huaneng International, its controlling shareholders or de facto controllers. Nor has Mr. Wang been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges.

The Company proposes to re-appoint Mr. Wang as the Executive Director for a term of three years. Mr. Wang will not receive any director’s fees. Save for the above, as at the Latest Practicable Date, Mr. Wang does not (i) have any relationship with any other Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) hold any directorships in any other listed companies in the past three years; (iii) hold any positions with the Company or its subsidiaries; and (iv) have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there are no other matters in relation to Mr. Wang 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. Wang Zhijie , aged 59, currently a member of CPC Committee of Huaneng International. He previously served as manager of the Manager Work Department and Human Resources Department of Huaneng International, CPC Leadership Group member of HIPDC, leader of Discipline Inspection Team, minister of the Organisation Department (director of Human Resources Department). He graduated from Guanghua School of Management, Peking University, majoring in Business Administration for Senior Executives, MBA. He is a senior engineer.

Save as disclosed above, Mr. Wang does not have any other connections or relationships with Huaneng International, its controlling shareholders or de facto controllers. Nor has Mr. Wang been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges.

  • I-1 -

APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTORS AND SUPERVISORS CANDIDATES

The Company proposes to appoint Mr. Wang as the Executive Director for a term of three years. Mr. Wang will not receive any director’s fees. Save for the above, as at the Latest Practicable Date, Mr. Wang does not (i) have any relationship with any other Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) hold any directorships in any other listed companies in the past three years; (iii) hold any positions with the Company or its subsidiaries; and (iv) have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there are no other matters in relation to Mr. Wang 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. Huang Lixin , aged 57, currently the president, chief accountant and vice secretary of CPC Committee of Huaneng International, director of Shanghai Time Shipping Co., Ltd., vice Chairman of China Huaneng Finance Corporation Limited, director of SinoSing Power Pte. Ltd. (with debt securities listed on the Hong Kong Stock Exchange, stock codes: 40155 and 40156), Chairman of Tuas Power Ltd. He previously served as chief accountant of Huaneng Nantong branch (power plant), deputy manager, manager of Finance Department of Huaneng International, chief of the Finance Department of Huaneng Group, chief accountant and CPC Committee member of Huaneng International. He graduated from the Economic Management School of Tsinghua University with an EMBA degree. He is a professor-level senior accountant.

Save as disclosed above, Mr. Huang does not have any other connections or relationships with Huaneng International, its controlling shareholders or de facto controllers. Nor has Mr. Huang been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges.

The Company proposes to appoint Mr. Huang as the Executive Director for a term of three years. Mr. Huang will not receive any director’s fees. Save for the above, as the Latest Practicable Date, Mr. Huang does not (i) have any relationship with any other Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) hold any directorships in any other listed companies in the past three years; (iii) hold any positions with the Company or its subsidiaries; and (iv) have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there are no other matters in relation to Mr. Huang 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.

Non-executive Directors

Mr. Du Daming , aged 57, currently the vice chairman, president, vice secretary of CPC Committee of HIPDC, deputy executive chief of equity management center of Huaneng Group. He previously served as the chief of Office of Huaneng Group, chief of Board Office, vice president, CPC Leadership Group member, general legal counsel, secretary to the Board of Huaneng International, deputy executive chief of Electric Power Development Division, deputy executive chief of Shale Gas Development and Utilization

  • I-2 -

APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTORS AND SUPERVISORS CANDIDATES

Office of Huaneng Group, vice president of Green Coal Electricity Co., Ltd., president and deputy secretary of CPC Committee of HIPDC. He graduated from North China Electric Power University with a master’s degree, majoring in power system and automation. He is a senior engineer.

Save as disclosed above, Mr. Du does not have any other connections or relationships with Huaneng International, its controlling shareholders or de facto controllers, nor has Mr. Du been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges.

The Company proposes to appoint Mr. Du as the Non-executive Director for a term of three years. Mr. Du will not receive any director’s fees. Save for the above, as at the Latest Practicable Date, Mr. Du does not (i) have any relationship with any other Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) hold any directorships in any other listed companies in the past three years; (iii) hold any positions with the Company or its subsidiaries; and (iv) have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there are no other matters in relation to Mr. Du 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. Zhou Yi , aged 56, currently the general legal counsel (deputy chief engineer level), Chief Compliance Officer, chief of Corporate Law Department of Huaneng Group, managing member of China Management Sciences Society. He previously served as the chief of the secretariat of Office and deputy director of Office of Huaneng Group, manager of the Manager Work Department of Huaneng International, chief of Corporate Management Department, chief of Corporate Management and Legal Compliance Department of Huaneng Group. He graduated from the School of Economics of Remin University of China with a master’s degree majoring in political science and economy and a doctor’s degree majoring in management.

Save as disclosed above, Mr. Zhou does not have any other connections or relationships with Huaneng International, its controlling shareholders or de facto controllers, nor has Mr. Zhou been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges.

The Company proposes to appoint Mr. Zhou as the Non-executive Director for a term of three years. Mr. Zhou will not receive any director’s fees. Save for the above, as at the Latest Practicable Date, Mr. Zhou (i) does not have any relationship with any other Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) hold any directorships in any other listed companies in the past three years; (iii) hold any positions with the Company or its subsidiaries; and (iv) have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there are no other matters in relation to Mr. Zhou 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.

  • I-3 -

APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTORS AND SUPERVISORS CANDIDATES

Mr. Li Lailong , aged 55, currently the chief of Planning and Development Department, chief of New Energy Business Department, vice chairman of Energy and Meteorology Committee of Chinese Society for Electrical Engineering, vice chairman of Offshore Wind Power Technology Committee of Chinese Society for Electrical Engineering, vice chairman of Power Quality Committee of China Electricity Council. He was the plant manager of Huaneng Nanjing Power Plant, the plant manager of Huaneng Fuzhou Power Plant, and the vice president of Huaneng Jiangsu branch, deputy chief of Planning and Development Department of Huaneng Group. He graduated from School of Energy and Power Engineering of Xi’an Jiaotong University, majoring in reactor engineering, with a bachelor’s degree in engineering and a master’s degree in business administration.

Save as disclosed above, Mr. Li does not have any other connections or relationships with Huaneng International, its controlling shareholders or de facto controllers, nor has Mr. Li been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges.

The Company proposes to appoint Mr. Li as the Non-executive Director for a term of three years. Mr. Li will not receive any director’s fees. Save for the above, as at the Latest Practicable Date, Mr. Li does not (i) have any relationship with any other Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) hold any directorships in any other listed companies in the past three years; (iii) hold any positions with the Company or its subsidiaries; and (iv) have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there are no other matters in relation to Mr. Li which is disclosable 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. Cao Xin , aged 52, currently the president, vice chairman of Hebei Construction & Investment Group Co., Ltd., president of Yanshan Development (Yanshan International Investment) Co., Ltd., and chairman of China Suntien Green Energy Corporation Limited (SSE stock code: 600956, Hong Kong Stock Exchange stock code: 00956). He previously served as the vice president of Hebei Construction & Investment Group Co., Ltd., Chief Executive Officer of China Suntien Green Energy Corporation Limited, president assistant and manager of the Second Department of Public Utilities of Hebei Construction & Investment Company. He graduated from Renmin University of China, majoring in national economics with a doctoral degree. He is a professor-level senior economist.

Save as disclosed above, Mr. Cao does not have any other connections or relationships with Huaneng International, its controlling shareholders or de facto controllers, nor has Mr. Cao been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges.

The Company proposes to appoint Mr. Cao as the Non-executive Director for a term of three years. Mr. Cao will not receive any director’s fees. Save for the above, as at the Latest Practicable Date, Mr. Cao does not (i) have any relationship with any other Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) hold any directorships in any other listed companies in the past three years; (iii) hold any positions with the Company or its subsidiaries; and (iv) have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

  • I-4 -

APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTORS AND SUPERVISORS CANDIDATES

In addition, there are no other matters in relation to Mr. Cao 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. Li Haifeng , aged 44, currently a director of Huaneng International. He is the secretary of the CPC Committee and chairman of Liaoning Energy Investment (Group) Co., Ltd. He previously served as the deputy chairman and vice president, the president and chairman of Liaoning Energy Investment (Group) Co., Ltd. He graduated from Tsinghua University, majoring in materials science and engineering, postgraduate qualification, and a doctoral degree in engineering. He is a professor-level senior engineer.

Save as disclosed above, Mr. Li does not have any other connections or relationships with Huaneng International, its controlling shareholders or de facto controllers, nor has Mr. Li been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges.

The Company proposes to re-appoint Mr. Li as the Non-executive Director for a term of three years. Mr. Li will not receive any director’s fees. Save for the above, as at the Latest Practicable Date, Mr. Li does not (i) have any relationship with any other Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) hold any directorships in any other listed companies in the past three years; (iii) hold any positions with the Company or its subsidiaries; and (iv) have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there are no other matters in relation to Mr. Li which is disclosable 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. Ding Xuchun , aged 56, currently the vice president and member of CPC Committee of Jiangsu Guoxin Investment Group Limited. He previously served as vice president, president, deputy secretary of CPC Committee, secretary of CPC Committee, chairman of Jinagsu Guoxin Jingjiang Power Generation Co., Ltd., secretary of CPC Committee and chairman of Jaingsu Guoxin Yangzhou Power Generation Co., Ltd. He graduated from Southeast University and obtained a bachelor’s degree, and he obtained a master’s degree majoring in engineering. He is a researcher-level senior engineer.

Save as disclosed above, Mr. Ding does not have any other connections or relationships with Huaneng International, its controlling shareholders or de facto controllers, nor has Mr. Ding been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges.

The Company proposes to appoint Mr. Ding as the Non-executive Director for a term of three years. Mr. Ding will not receive any director’s fees. Save for the above, as at the Latest Practicable Date, Mr. Ding does not (i) have any relationship with any other Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) hold any directorships in any other listed companies in the past three years; (iii) hold any positions with the Company or its subsidiaries; and (iv) have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

  • I-5 -

APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTORS AND SUPERVISORS CANDIDATES

In addition, there are no other matters in relation to Mr. Ding which is disclosable 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. Wang Jianfeng , aged 46, currently the president of Nantong Investment Management Co., Ltd. He previously served as chief of Office and also Supervisory Office of Nantong National Investment Management Co., Ltd., chief of Party-Masses Human Resources (also Supervisory Department and Audit Department) of Nantong Urban Construction Group Co., Ltd., vice president of Nantong Investment Management Co., Ltd. He graduated from Xuzhou Normal University, majoring in Chinese Language and Literature, and Suzhou University, School of Education, majoring in Management of Higher Education, with a master’s degree in education.

Save as disclosed above, Mr. Wang does not have any other connections or relationships with Huaneng International, its controlling shareholders or de facto controllers, nor has Mr. Wang been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges.

The Company proposes to appoint Mr. Wang as the Non-executive Director for a term of three years. Mr. Wang will not receive any director’s fees. Save for the above, as at the Latest Practicable Date, Mr. Wang (i) does not have any relationship with any other Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) hold any directorships in any other listed companies in the past three years; (iii) hold any positions with the Company or its subsidiaries; and (iv) have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there are no other matters in relation to Mr. Wang 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.

Independent Non-executive Directors

Mr. Xia Qing , aged 66, currently the independent director of Huaneng International, a professor in Tsinghua University, director of Carbon Neutral Sub-Committee on Electricity of the National Energy Internet, the expert of the National Electricity Exchange Agency Alliance, the expert of Guangzhou Electricity Trading Centre, the expert of China Southern Power Grid Corporation, the expert of State Power Investment Corporation Limited, the deputy director of the Power Market Special Committee of China Electrical Engineering Society, the deputy chairman of China Power Reform 30-person Forum, the deputy director of the Energy Storage Committee of the China Energy Research Association, independent director of TBEA Co., Ltd. (SSE stock code: 600089), independent director of Beijing HyperStrong Technology Co., Ltd. He was an associate professor, professor, and chairman of the degree committee at Tsinghua University. He previously served as the Independent Director of the eighth session of Board of the Company. He graduated from Tsinghua University with a doctoral degree in power system and automation.

Save as disclosed above, Mr. Xia does not have any other connections or relationships with Huaneng International, its controlling shareholders or de facto controllers. Nor has Mr. Xia been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges.

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APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTORS AND SUPERVISORS CANDIDATES

The Company proposes to re-appoint Mr. Xia as the Independent Non-executive Director for a term of three years. The pre-tax annual director’s fees of Mr. Xia will be RMB300,000 (tax included). Save for the above, as at the Latest Practicable Date, Mr. Xia does not (i) have any relationship with any other Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) hold any directorships in any other listed companies in the past three years; (iii) hold any positions with the Company or its subsidiaries; and (iv) have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, Mr. Xia has confirmed that he has met the independence criteria as set out in Rule 3.13 of the Hong Kong Listing Rules. Save as disclosed above, there are no other matters 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.

Mr. He Qiang , aged 71, currently a professor and doctoral supervisor of School of Finance at Central University of Finance and Economics, independent director (resignation processed) of China National Gold Group Gold Jewellery Co., Ltd (SSE stock code: 600916), independent director (resignation processed) of ChinaLin Securities Co., Ltd. (SZSE stock code: 002945), independent director of Shenzhen Kinwong Electronic Co., Ltd. (SSE stock code: 603228), independent director of Ucap Cloud Information Technology Co., Ltd. (SSE stock code: 688228), independent director of Guo Yuan Futures Co., Ltd., independent director of China Minsheng Trust Co., Ltd., independent director of Yingda Asset Management Co., Ltd. He was the former director of the Securities and Futures Research Institute of the Central University of Finance and Economics, a counselor of the Beijing Municipal Government, a member of the 11th, 12th and 13th National Committee of the Chinese People’s Political Consultative Conference (CPPCC), a member of the Economic Committee. He is receiving special government allowance of the State Council. He graduated from Zhongnan University of Economics and Law with a bachelor’s degree in political economy.

Save as disclosed above, Mr. He does not have any other connections or relationships with Huaneng International, its controlling shareholders or de facto controllers, nor has Mr. He been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges.

The Company proposes to appoint Mr. He as the Independent Non-executive Director for a term of three years. The annual director’s fees of Mr. He will be RMB300,000 (tax included). Save for the above, as at the Latest Practicable Date, Mr. He does not (i) have any relationship with any other Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) hold any directorships in any other listed companies in the past three years; (iii) hold any positions with the Company or its subsidiaries; and (iv) have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, Mr. He has confirmed that he has met the independence criteria as set out in Rule 3.13 of the Hong Kong Listing Rules. Save as disclosed above, there are no other matters in relation to Mr. He 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.

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APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTORS AND SUPERVISORS CANDIDATES

Ms. Zhang Liying , aged 63, currently chairman of the Urban Power Supply and Reliability Committee of the Chinese Society for Electrical Engineering, vice chairman of the Committee of Women Science and Technology Workers, chairman of the IEEE PES Energy Storage and Stationary Battery Satellite Committee – China, and chief expert of the Expert Committee of the China Electricity Council. She previously served as the chief engineer, president assistant and consultant of State Grid Corporation of China. She graduated from North China Electric Power University, majoring in technical economics and management, and obtained a doctoral degree. She is a professorial senior engineer, and an expert enjoying the State Council’s special government allowance.

Save as disclosed above, Ms. Zhang does not have any other connections or relationships with Huaneng International, its controlling shareholders or de facto controllers, nor has Ms. Zhang been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges.

The Company proposes to appoint Ms. Zhang as the Independent Non-executive Director for a term of three years. The annual director’s fees of Ms. Zhang will be RMB300,000 (tax included). Save for the above, as at the Latest Practicable Date, Ms. Zhang does not (i) have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company; (ii) hold any directorships in any other listed companies in the past three years; (iii) hold any positions with the Company or its subsidiaries; and (iv) have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, Ms. Zhang has confirmed that she has met the independence criteria as set out in Rule 3.13 of the Hong Kong Listing Rules. Save as disclosed above, there are no other matters in relation to Ms. Zhang 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 she 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. Zhang Shouwen , aged 57, currently a professor and doctoral supervisor at the Law School of Peking University, chief of the Institute of Economic Law of Peking University, director of the Institute of Rule of Law and Development of Peking University, independent director of Minmetals Development Co., Ltd. (SSE stock code: 600058), independent director of Sunshine Asset Management Corporation Limited, independent director of CP Investment Co., Ltd. He was a lecturer, associate professor and professor at the Law School of Peking University, independent director of the seventh and eighth session of Boards of Huaneng International. He graduated from the Law School of Peking University, majoring in international economic law, and obtained a doctoral degree.

Save as disclosed above, Mr. Zhang does not have any other connections or relationships with Huaneng International, its controlling shareholders or de facto controllers, nor has Mr. Zhang been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges.

The Company proposes to appoint Mr. Zhang as the Independent Non-executive Director for a term of three years. The annual director’s fees of Mr. Zhang will be RMB300,000 (tax included). Save for the above, as at the Latest Practicable Date, Mr. Zhang does not (i) have any relationship with any other Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) hold any

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APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTORS AND SUPERVISORS CANDIDATES

directorships in any other listed companies in the past three years; (iii) hold any positions with the Company or its subsidiaries; and (iv) have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, Mr. Zhang has confirmed that he has met the independence criteria as set out in Rule 3.13 of the Hong Kong Listing Rules. Save as disclosed above, there are no other matters in relation to Mr. Zhang 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.

Ms. Dang Ying , aged 49, currently the vice president and Chief Financial Officer of Huajin International Trading Co.. She previously served as project manager and senior project manager of Pan-China Certified Public Accountants LLP, deputy chief accountant and president of Finance Department, president assistant and chief of Strategy Department and Operation Department of China North Industries Corporation, vice president of Finance Department and Civilian Products Management Department of China North Industries Group Corporation Limited, and consultant in Management Accounting of the Ministry of Finance. She graduated from China Academy of Financial Sciences, majoring in accounting, and obtained a doctoral degree. She is a Certified Public Accountant in China, a senior chartered accountant in the UK and a senior accountant.

Save as disclosed above, Ms. Dang does not have any other connections or relationships with Huaneng International, its controlling shareholders or de facto controllers, nor has Ms. Dang been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges.

The Company proposes to appoint Ms. Dang as the Supervisor for a term of three years. The annual director’s fees of Ms. Dang will be RMB300,000 (tax included). Save for the above, as at the Latest Practicable Date, Ms. Dang does not (i) have any relationship with any other Directors, Supervisors or senior management or substantial or controlling shareholders of the Company; (ii) hold any directorships in any other listed companies in the past three years; (iii) hold any positions with the Company or its subsidiaries; and (iv) have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, Ms. Dang has confirmed that she has met the independence criteria as set out in Rule 3.13 of the Hong Kong Listing Rules. Save as disclosed above, there are no other matters in relation to Ms. Dang 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 she 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.

SUPERVISORS

Mr. Cao Shiguang , aged 55, currently deputy chief accountant, chief of Finance and Assets Department and Sharing Center of Huaneng Group, executive director of China Huaneng Group Treasury Management (Hong Kong) Limited, director of Jianxin Pilot Strategic Emerging Industries Development Fund, vice chairman of the Specialized Committee on Electricity Finance and Economics of China Electricity Council, and representative of the China Association of Inter-bank Market Dealers. He was chief of the Budget and

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APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTORS AND SUPERVISORS CANDIDATES

Comprehensive Planning Department of Huaneng Group, president of Huaneng Renewables Corporation Limited, and chairman of Huaneng Finance Co., Ltd. He graduated from North China Electric Power University, majoring in power system and automation and obtained a doctoral degree in engineering. He is a professor-level senior economist.

Save as disclosed above, Mr. Cao does not have any other connections or relationships with Huaneng International, its controlling shareholders or de facto controllers, nor has Mr. Cao been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges.

The Company proposes to appoint Mr. Cao as the Supervisor for a term of three years. Mr. Cao will not receive any supervisor’s fees. Save for the above, as at the Latest Practicable Date, Mr. Cao does not (i) have any relationship with any other Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) hold any directorships in any other listed companies in the past three years; (iii) hold any positions with the Company or its subsidiaries; and (iv) nor does he have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there are no other matters in relation to Mr. Cao 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.

Ms. Kou Yaozhou , aged 54, currently an assistant to the president of Dalian State Owned Capital Management and Operation Co., Ltd. She previously served as chief accountant of Dalian Equipment Investment Group Co., Ltd. She graduated from Dongbei University of Finance & Economics, majoring in taxation, obtained a bachelor’s degree in economics. She is a senior accountant.

Save as disclosed in the qualifications above, Ms. Kou does not have any other connections or relationships with Huaneng International, its controlling shareholders or de facto controllers, nor has Ms. Kou been subject to any punishment by CSRC or other related departments, or reprimand by any stock exchanges.

The Company proposes to appoint Ms. Kou as the Supervisor for a term of three years. Ms. Kou will not receive any Supervisor’s fees. Save for the above, as at the Latest Practicable Date, Ms. Kou does not (i) have any relationship with any other Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) hold any directorships in any other listed companies in the past three years; (iii) hold any positions with the Company or its subsidiaries; and (iv) have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there are no other matters in relation to Ms. Kou 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 she 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 Aidong , aged 55, currently the supervisor of Huaneng International, chief of Audit Department and Audit Center of Huaneng Group, chairman of the supervisor committee of Huaneng Capital Services Co., Ltd., supervisor of Guangdong Energy Group Co., Ltd. He previously served as the chief of Comprehensive

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APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTORS AND SUPERVISORS CANDIDATES

and Budget Division of Huaneng Group and the deputy chief of the Budget and Comprehensive Planning Department of Huaneng Group. He graduated from Beijing Business School, majoring in accounting. He is a professor-level senior accountant.

Save as disclosed above, Mr. Xia does not have any other connections or relationships with Huaneng International, its controlling shareholders or de facto controllers, nor has Mr. Xia been subject to any punishment by CSRS or other related departments, or reprimand by any stock exchanges.

The Company proposes to re-appoint Mr. Xia as the Supervisor for a term of three years. Mr. Xia will not receive any supervisor’s fees. Save for the above, as at the Latest Practicable Date, Mr. Xia does not (i) have any relationship with any other Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) hold any directorships in any other listed companies in the past three years; (iii) hold any positions with the Company or its subsidiaries; and (iv) have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there are no other matters 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.

Mr. Song Taiji , aged 49, currently the deputy chief of Overseas Business Department of Huaneng Group, vice president and CPC Committee member of China Hua Neng Group Hong Kong Limited, executive director and secretary of CPC Committee of Huaneng International Engineering Technology Co., Ltd.. He was the president assistant of Huaneng Shandong Power Generation Co., Ltd. and General Manager and Deputy Secretary of Party Committee of Huaneng Shandong Ruyi (Pakistan) Energy (Private) Co., Ltd.. He graduated from North China Electric Power University, majoring in electrical engineering and automation, and he obtained the bachelor’s degree in engineering. He is a professor-level senior engineer.

Save as disclosed above, Mr. Song does not have any other connections or relationships with Huaneng International, its controlling shareholders or de facto controllers, nor has Mr. Song been subject to any punishment by CSRS or other related departments, or reprimand by any stock exchanges.

The Company proposes to appoint Mr. Song as the Supervisor for a term of three years. Mr. Song will not receive any Supervisor’s fees. Save for the above, as at the Latest Practicable Date, Mr. Song does not have any relationship with any other Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) hold any directorships in any other listed companies in the past three years; (iii) hold any positions with the Company or its subsidiaries; and (iv) have any interests in the Shares of the Company within the meaning of Part XV of the SFO.

In addition, there are no other matters in relation to Mr. Song 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.

  • I-11 -

SUPPLEMENTAL EGM NOTICE

==> picture [373 x 64] intentionally omitted <==

(Stock Code: 902)

SUPPLEMENTAL NOTICE OF 2023 FIRST EXTRAORDINARY GENERAL MEETING

Reference is made to (i) the circular of Huaneng Power International, Inc. (the “ Company ”) dated 20 October 2023, in relation to, provision of counter-guarantee, continuing connected transactions under Huaneng Group Framework Agreement, re-appointment of accounting firm for 2024, capital increase in Liaoning Qingneng Company (the “ First Circular ”); (ii) the circular of the Company also dated 20 October 2023 in relation to continuing connected transactions under the letter of support (the “ Second Circular ”); (iii) the notice (the “ EGM Notice ”) of the 2023 first extraordinary general meeting (the “ EGM ”) dated 20 October 2023, which set out the details of the resolutions to be proposed at the EGM (i.e. resolutions no. 1 to 5 (inclusive) as set out below) for shareholders’ approval; and (iv) the supplemental circular of the Company dated 17 November 2023 in relation to the proposed re-election and appointment of directors and supervisors (the “ Supplemental Circular ”).

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM will be held as originally scheduled at Conference Room A102, the headquarters of the Company, Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, the PRC on 5 December 2023 at 9:00 a.m. to consider and, if thought fit, pass the following resolutions (i.e. resolutions no.6 to 8 (inclusive)), in addition to resolutions no. 1 to 5 (inclusive), details of all resolutions are as follows:

ORDINARY RESOLUTIONS

  1. To consider and approve the Proposal regarding the provision of counter-guarantee by Hainan Company to connected persons (Note 1) ;

  2. To consider and approve the Proposal regarding the continuing connected transactions for 2024 between the Company and Huaneng Group (Note 1) ;

  3. To consider and approve the Proposal on re-appointment of the accounting firms of the Company for 2024 (Note 1) ;

  4. To consider and approve the Proposal on continuing connected transactions involved in the Similar REITs (Laiwu Power Generation Project) (Note 2) ;

  5. To consider and approve the Proposal on connected transaction of capital increase of Liaoning Qingneng Company (Note 1) ;

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SUPPLEMENTAL EGM NOTICE

ORDINARY RESOLUTIONS WITH THE ADOPTION OF CUMULATIVE VOTING SYSTEM

  1. To consider and approve the proposals regarding the election of Directors (excluding Independent Non-executive Directors) (Note 3) ;

  2. 6.01 To elect Mr. Wang Kui as the Executive Director

  3. 6.02 To elect Mr. Wang Zhijie as the Executive Director

  4. 6.03 To elect Mr. Huang Lixin as the Executive Director

  5. 6.04 To elect Mr. Du Daming as the Non-executive Director

  6. 6.05 To elect Mr. Zhou Yi as the Non-executive Director

  7. 6.06 To elect Mr. Li Lailong as the Non-executive Director

  8. 6.07 To elect Mr. Cao Xin as the Non-executive Director

  9. 6.08 To elect Mr. Li Haifeng as the Non-executive Director

  10. 6.09 To elect Mr. Ding Xuchun as the Non-executive Director

  11. 6.10 To elect Mr. Wang Jianfeng as the Non-executive Director

  12. To consider and approve the proposals regarding the election of Independent Non-executive Directors (Note 3) ; and

  13. 7.01 To elect Mr. Xia Qing as the Independent Non-executive Director

  14. 7.02 To elect Mr. He Qiang as the Independent Non-executive Director

  15. 7.03 To elect Ms. Zhang Liying as the Independent Non-executive Director

  16. 7.04 To elect Mr. Zhang Shouwen as the Independent Non-executive Director

  17. 7.05 To elect Ms. Dang Ying as the Independent Non-executive Director

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SUPPLEMENTAL EGM NOTICE

  1. To consider and approve the proposals regarding the election of Supervisors (Note 3) .

  2. 8.01 To elect Mr. Cao Shiguang as the Supervisor

  3. 8.02 To elect Ms. Kou Yaozhou as the Supervisor

  4. 8.03 To elect Mr. Xia Aidong as the Supervisor

  5. 8.04 To elect Mr. Song Taiji as the Supervisor

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:

Wang Kui (Executive Director) Huang Jian (Non-executive Director) Lu Fei (Non-executive Director) Teng Yu (Non-executive Director) Mi Dabin (Non-executive Director) Cheng Heng (Non-executive Director) Li Haifeng (Non-executive Director) Lin Chong (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) Xia Qing (Independent Non-executive Director)

Beijing, the PRC 17 November 2023

Notes:

  1. Please refer to the First Circular for further details.

  2. Please refer to the Second Circular for further details.

  3. Please refer to the Supplemental Circular for further details.

  4. The Second Proxy Form

  5. (1) The new proxy form for the EGM (the “ Second Proxy Form ”), which supersedes the proxy form for the EGM issued 20 October 2023 by the Company sent along with the EGM Notice on 20 October 2023 (the “ First Proxy Form ”), has been prepared and is enclosed with this Supplemental Notice.

  6. (2) Whether or not you are able to attend the EGM, you are requested to complete the accompanying Second Proxy Form in accordance with the instructions printed thereon and return the same to the Company’s H Share Registrar, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as practicable and in any event not less than 24 hours before the time appointed for the

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SUPPLEMENTAL EGM NOTICE

holding of the EGM (i.e. before 9:00 a.m. on 4 December 2023) or any adjournment thereof (as the case may be) (the “ Closing Time ”). Completion and return of the Second Proxy Form will not preclude the shareholders of the Company from attending and voting in person at the EGM or any adjournment thereof.

  • (3) H shareholder who has not yet lodged the First Proxy Form with the Company’s H Share Registrar is requested to lodge the Second Proxy Form if he/she wishes to appoint a proxy to attend the EGM on his/ her behalf. In this case, the First Proxy Form should not be lodged with the Company’s H Share Registrar.

  • (4) H shareholder who has already lodged the First Proxy Form with the Company’s H Share Registrar should note that:

    • (i) the Second Proxy Form lodged with the Company’s H Share Registrar before the Closing Time will revoke and supersede the First Proxy Form previously lodged by him/her. The Second Proxy Form will be treated as a valid form of proxy lodged by the shareholder if correctly completed; and

    • (ii) if no Second Proxy Form is lodged with the Company’s H Share Registrar, the First Proxy Form will remain valid and effective to the fullest extent applicable if correctly completed. The proxy appointed under the First Proxy Form will also be entitled to vote in accordance with the instructions previously given by the shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the EGM including the additional resolutions approving the re-election and appointment of Directors and Supervisors which was not set out in the First Proxy Form.

  • Other Businesses

  • (1) Shareholders and their proxies who attend the meeting shall bear their own accommodation and travelling expenses.

  • (2) The address of the Share Registrar for H Shares of the Company, Hong Kong Registrars Limited, is set out as follows:

1712-1716, 17/F, Hopewell Centre 183 Queen’s Road East, Wan Chai, Hong Kong

  • (3) Correspondence address of the Company:

Capital Market Department of Huaneng Power International, Inc. Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing 100031, The People’s Republic of China

  • (4) Contact: Xie Meixin/Hu Boxuan

Telephone No: (+86)10-6322 6590/(+86)10-6322 6557

Email address: [email protected]/[email protected]

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

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SUPPLEMENTAL EGM NOTICE

  1. Special Notice

All shareholders attending the EGM are required to produce their identity and shareholder account cards. Proxies appointed by an individual shareholder is also required to produce the proxy forms and their identity cards for registration purpose. A copy of power of attorney is also required in case of proxy appointed by a corporate shareholder. Shareholders who cannot register physically due to their location may do so by mail or fax. Registration is not a prerequisite for a shareholder to attend the EGM in accordance with the law.

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