Netjoy Holdings Limited — Proxy Solicitation & Information Statement 2010

Jan 28, 2010

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Proxy Form for the 2010 First Extraordinary General Meeting

I(We)(Note 2) of Shareholders’ Account: being the holder(s) of			Number of Shares H Shares/Domestic related to this Shares* proxy form(Note 1)	Number of Shares related to this proxy form(Note 1)	H Shares/Domestic Shares*
			, ,
		and I.D. No.:

H Share(s)/Domestic Share(s)*[(Note 1) ] of Huaneng Power International, Inc. (the “Company”) now appoint[(Note 3)] , I.D. No.:

(of ), or failing him the Chairman of the meeting as my(our) proxy to attend and vote for me(us) on the following resolutions in accordance with the instruction(s) below and on my(our) behalf at the 2010 First Extraordinary General Meeting (“Extraordinary General Meeting”) to be held at 1:30 p.m. on 16 March 2010 at the headquarters of the Company at West Wing, Building C, Tianyin Mansion, 2C Fuxingmennan Street, Xicheng District, Beijing, the People’s Republic of China for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting. In the absence of any indication, the proxy may vote for or against the resolutions at his own discretion.[(Note 6)]

	Special Resolutions	For(Note 4)	Against(Note 4)
1.	To consider and approve each of the following, by way of special resolutions, in relation to the New A Share Issue and the New H Share Issue
	1.1 Class of shares and nominal value per share
	1.2 Method of issuance
	1.3 Target subscribers
	1.4 Method of subscription
	1.5 Number of shares to be issued
	1.6 Price determinate date
	1.7 Subscription price
	1.8 Adjustment to the number of shares to be issued and the subscription price
	1.9 Lock-up period(s)
	1.10 Listing of shares
	1.11 Use of proceeds
	1.12 Arrangement regarding the accumulated undistributed earnings
	1.13 The relationship between the New A Share Issue and the New H Share Issue
	1.14 Validity period of these resolutions
2.	To consider and approve the resolution regarding the signing of the Subscription Agreements with designated investors

	Ordinary Resolutions	For(Note 4)	For(Note 4)	Against(Note 4)
3.	To consider and approve the resolution that the Company meets with the conditions for the New A Share Issue
4.	To consider and approve the resolution regarding the Company’s feasibility report on the use of proceeds from the New A Share Issue
5.	To consider and approve the resolution regarding the Company’s report on the use of proceeds from previous fund raising
	Special Resolutions
6.	To consider and approve the resolution regarding amendments to the Articles of Association consequential to the New Issue
7.	To consider and approve the resolution regarding the general authorisation from the general meeting to the board of directors to process all related matters incidental to the New A Share Issue and the New H Share Issue
Date:	2010 Signature:		(Note 5)

Notes:

1. Please insert the number of Share(s) registered in your name(s) relating to this form of proxy. If no number is inserted, this form of proxy will be deemed to relate to all of the shares in the capital of the Company registered in your name(s).

2. Please insert full name(s) and address(es) in BLOCK LETTERS .

3. Please insert the name and address of your proxy. If this is left blank, the chairman of the Extraordinary General Meeting will act as your proxy. One or more proxies, who may not be member(s) of the Company, may be appointed to attend and vote in the meeting provided that such proxies must attend the meeting in person on your behalf. Any alteration made to this proxy form must be signed by the signatory.

4. Attention: If you wish to vote FOR any resolution, please indicate with a “✓” in the appropriate space under “For”. If you wish to vote AGAINST any resolution, please indicate with a “✓” in the appropriate space under “Against”. In the absence of any such indication, the proxy will vote or abstain at his discretion.

5. This form of proxy must be signed underhand by you or your attorney duly authorised in that behalf. If the appointer is a corporation, this form must be signed under its common seal or under hand by any directors or agents duly appointed by such corporation.

6. This form of proxy together with the power of attorney or other authorisation document(s) which have been notarised, must be delivered, in the case of a holder of Domestic Share(s), to the Company and in the case of a holder of H Share(s), to Hong Kong Registrar Limited, at least 24 hours before the time designated for the holding of the Extraordinary General Meeting.

7. Please delete as appropriate.