Netjoy Holdings Limited — Proxy Solicitation & Information Statement 2011

Apr 28, 2011

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Proxy Form for 2010 Annual General Meeting (Revised)

Attention: Please note that Resolution No. 12 is a new item included in the agenda of 2010 Annual General Meeting. For further details, please refer to the announcement and supplemental notice of 2010 annual general meeting both issued by the Company on 29 April 2011.

I (We)(Note 2)			of		Number of Shares related to this proxy form_(Note 1)_	Number of Shares related to this proxy form_(Note 1)_	Number of Shares related to this proxy form_(Note 1)_	H Shares/Domestic Shares*
							, ,
Shareholders’ Account: being the holder(s) of H Share(s)/Domestic					and I.D. No.:
		Share(s) *_(Note 1)_of I.D. No.:	Huaneng Power International, Inc. (of				(the “Company”) now appoint (Note 3)
							) ,

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 Annual General Meeting (“Annual General Meeting”)to be held at 9 a.m. on 17 May 2011 at the headquarters of the Company at Huaneng Building, 4 Fuxingmennei 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)]

	ORDINARY RESOLUTIONS	For(Note 4)	Against(Note 4)
1.	To consider and approve the working report from the Board of Directors of the Company for 2010
2.	To consider and approve the working report from the Supervisory Committee of the Company for 2010
3.	To consider and approve the audited financial statements of the Company for 2010
4.	To consider and approve the profit distribution plan of the Company for 2010
5.	To consider and approve the proposal regarding the appointment of the Company’s auditors for 2011

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	SPECIAL RESOLUTIONS	For(Note 4)	Against(Note 4)
6.	To consider and approve the proposal regarding the issue of short-term debentures of the Company
7.	To consider and approve the proposal regarding the issue of super short- term debentures
8.	To consider and approve the proposal regarding the general mandate for the issue of RMB–denominated debt instruments
9.	To consider and approve the proposal regarding the amendments to the Articles of Association of the Company
	ORDINARY RESOLUTIONS
10.	To consider and approve the proposal on election of new session of the Board of Directors of the Company
	10.1 To consider and approve the re-appointment of Mr. Cao Peixi as a director of the seventh session of the Board of Directors of the Company, with immediate effect
	10.2 To consider and approve the re-appointment of Mr. Huang Long as a director of the seventh session of the Board of Directors of the Company, with immediate effect
	10.3 To consider and approve the appointment of Mr. Li Shiqi as a director of the seventh session of the Board of Directors of the Company, with immediate effect
	10.4 To consider and approve the re-appointment of Mr. Huang Jian as a director of the seventh session of the Board of Directors of the Company, with immediate effect
	10.5 To consider and approve the re-appointment of Mr. Liu Guoyue as a director of the seventh session of the Board of Directors of the Company, with immediate effect
	10.6 To consider and approve the re-appointment of Mr. Fan Xiaxia as a director of the seventh session of the Board of Directors of the Company, with immediate effect
	10.7 To consider and approve the re-appointment of Mr. Shan Qunying as a director of the seventh session of the Board of Directors of the Company, with immediate effect

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		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	For(Note 4)	For(Note 4)	Against(Note 4)	Against(Note 4)	Against(Note 4)
		1	0.8 To consider and approve the re-appointment of Mr. Liu Shuyuan
			as a director Company, wit	of the seventh session of the Board h immediate effect		f Directors	of the
		1	0.9 To consider	and approve the re-appo	intment of	Mr. Xu Zuj	ian as
			a director of Company, wit	the seventh session of t h immediate effect	he Board of Directors		of the
		1	0.10 To consider and approve the re-a Mingyuan as a director of the seve Directors of the Company, with immed		ppointmen	t of Ms. of the Bo	Huang
					nth session iate effect		ard of
		1	0.11 To consider and approve the re-appoin an independent non-executive director Board of Directors of the Company, w		tment of M of the sev ith immedi	r. Shao Shi enth session ate effect	wei as of the
		1
			0.12 To consider and approve the re-appoi as an independent non-executive direc		ntment of tor of the	r. Wu Lian seventh sess	sheng ion of
			the Board of	Directors of the Company	, with imm	ediate effect
		1	0.13 To consider a an independe Board of Dire	nd approve the appointment of Mr nt non-executive director of the sev ctors of the Company, with immedi		Li Zhensh	ng as
						. enth session ate effect	of the
		1	0.14 To consider and approve the appointm independent non-executive director o Board of Directors of the Company, w		ent of Mr. Qi Yudong f the seventh session ith immediate effect		as an of the
		1	0.15 To consider and approve the appointm an independent non-executive director Board of Directors of the Company, w		ent of Mr. Zhang Shouw of the seventh session ith immediate effect		en as of the
	11.		To consider and approve the proposal on ele Supervisory Committee of the Company		ction of new session		of the
		11.1 To consider and approve the re-appointment of Mr. Guo Junming as a Supervisor of the seventh session of the Supervisory Committee of the Company, with immediate effect	11 id d h i		f		i
		11.2 To consider and approve the appointment of Mr. Hao Tingwei as a Supervisor of the seventh session of the Supervisory Committee of the Company, with immediate effect
		11.3 To consider and approve the appointment of Ms. Zhang Mengjiao as a supervisor of the seventh session of the Supervisory Committee of the Company, with immediate effect
		11.4 To consider and approve the re-appointment of Mr. Gu Jianguo as a supervisor of the seventh session of the Supervisory Committee of the Company, with immediate effect
		SPECIAL RESOLUTION
	12.	To consider and approve the proposal regarding the non-public issuance of
		debt financing instruments by the Company (Note 7)

[(Note 5)]

Signature:

2011

Date:

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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 Annual 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 “ 3 ” in the appropriate space under “For”. If you wish to vote AGAINST any resolution, please indicate with a “ 3 ” 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 Annual General Meeting.

7. The full text of Resolution 12 is set out in the Supplemental Notice of 2010 Annual General Meeting.

8. Please delete as appropriate.

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