Netjoy Holdings Limited — Remuneration Information 2012

Mar 29, 2012

TERMS OF REFERENCE OF THE REMUNERATION AND APRRAISAL COMMITTEE UNDER THE BOARD OF

DIRECTORS

OF

HUANENG POWER INTERNATIONAL, INC.

Chapter 1 General Provisions

• Article 1 These Terms of Reference (these " Terms ") are established by Huaneng Power International, Inc. (the " Company ") for the Remuneration and Appraisal Committee under its board of directors (the " Committee ") in accordance with the Company Law of the People's Republic of China , the Code of Governance for Listed Companies , the Articles of Association of Huaneng Power International, Inc. (the " AOA ") and other relevant regulations in order to further strengthen the management rules for the remuneration and appraisal of directors and senior officers of the Company and improve the corporate governance structure of the Company.

• Article 2 The Committee is an internal body specifically set up by the board of directors upon the resolution of the shareholders' meeting, whose major role is to develop standards and criteria for the evaluation of the directors and senior officers of the Company, conduct appraisals and make corresponding proposals; develop and examine the remuneration policies and schemes for the directors and senior officers of the Company. The Committee is accountable to the board of directors.

• Article 3 For the purpose of these Terms, “directors” shall mean the director who receive remuneration from the Company; “senior officers” mean the general manager, the deputy general manager, the secretary to the board of directors engaged by the board of directors as well as other senior officers nominated by the general manager and appointed by the board

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of directors.

Chapter 2 Composition

• Article 4 The Committee shall comprise of a minimum of three and a maximum of seven directors, the majority of which shall be independent directors.

• Article 5 Members of the Committee shall either be nominated by the chairman of the board of directors, more than half of the independent directors, or one third of all the directors. The appointment shall be made by the board of directors.

• Article 6 The Committee shall have one (1) chairman in charge of its work, who shall be appointed by the chairman of the board of directors from the Company's independent directors.

• Article 7 Members of the Committee shall serve for the same term as the directors of the Company and may serve consecutive terms if re-elected. Any member of the Committee who ceases to be a director of the Company shall become automatically disqualified from the Committee and the board of directors shall appoint a replacement to fill in the vacancy caused by such disqualification pursuant to Articles 4 to 6 above.

Chapter 3 Duties and Responsibilities

Article 8 The Committee shall perform the following obligations and responsibilities:

• (1) To formulate remuneration plans or schemes based on the main scope, duties and responsibilities and importance of directorship and senior management positions;

• (2) To examine the performance by the Company’s directors and senior officers of their duties and conduct annual performance appraisals;

• (3) To supervise the implementation of the Company’s remuneration rules;

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• (4) To handle such other matters as authorized by the board of directors.

• Article 9 The board of directors is entitled to veto over remuneration plans or schemes that jeopardise the interests of the Company’s shareholders.

• Article 10 The remuneration plans for directors put forward by the Committee must be approved by the board of directors before being submitted to shareholders’ meeting for consideration and approval. The remuneration and distribution plans for senior officers must be submitted to the board of directors for approval.

Chapter 4 Rules of Procedure

• Article 11 The Committee shall hold meetings upon the request of the board of directors. Notice of the meeting shall be sent to all the members of the Committee seven days before the date of the meeting. Meetings of the Committee shall be presided over by the chairman of the Committee. When the chairman is unable to attend the meeting, he/she may appoint another member (who must be an independent director) of the Committee to preside over the meeting on his/her behalf.

• Article 12 A meeting of the Committee may only be held if it is attended by more than two thirds of the members of the Committee. Each member of the Committee shall have one vote. Resolutions made at the meeting of the Committee must be approved by more than half of all the members. In the event of an equality of votes for and against a resolution, the chairman of the Committee shall have the casting vote.

• Article 13 Voting at the meetings of the Committee may be by show of hands or poll. Voting at extraordinary meetings may be by correspondence.

• Article 14 The Committee may invite directors, supervisors and senior officers of the Company to attend its meetings as non-voting attendees when necessary.

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• Article 15 The Committee may, if necessary, engage an intermediary to provide professional advice on its decision-making at the reasonable cost of the Company.

• Article 16 Members of the Committee shall abstain from discussions pertaining to topics in which they are involved at the meetings of the Committee.

• Article 17 The procedures for convening of the meetings of the Committee, methods of voting and the proposals to be passed at such meetings must comply with the provisions of applicable laws, regulations, the AOA and these Rules.

• Article 18 The Committee shall keep minutes of its meetings, which shall be signed by the Committee members present at the meeting. The meeting minutes of the Committee shall be kept by the secretary to the board of directors.

• Article 19 Proposals approved at the meetings of the Committee and the voting results thereon shall be reported to the board of directors in writing.

• Article 20 Members attending the meeting of the Committee shall have the obligation to keep confidential, and not to disclose without proper authorization, any of the matters discussed at the meeting.

Chapter 5 Supplementary Provisions

• Article 21 These Terms shall be formulated and amended by the board of directors.

• Article 22 Matters not covered herein shall be dealt with in accordance with the provisions of applicable State laws and regulations and the AOA. In the case of any conflict between these Terms and applicable laws and regulations or the AOA as amended following lawful procedures, the latter shall prevail and these Terms shall be forthwith amended accordingly and submitted to the board of directors of the Company for consideration and approval.

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Article 23 The right to interpret these Terms shall vest in the board of directors of the Company.

Board of Directors Huaneng Power International, Inc.

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