Netjoy Holdings Limited — Proxy Solicitation & Information Statement 2014

Sep 1, 2014

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(Stock Code: 902)

Second Proxy Form Applicable for Extraordinary General Meeting

Number of Shares related H Shares/Domestic to this proxy form [(Note][1)] Shares*

Important: If the shareholders of the Company have not yet lodged the original proxy form for the 2014 Second Extraordinary General Meeting (issued by the Company along with, among other things, the notice of the 2014 Second Extraordinary General Meeting (the “Meeting” or the “Annual General Meeting”) on 1 August 2014) (the “Original Proxy Form”) with the Company or the Company’s H Share Registrar, shareholders are requested to lodge only this Proxy Form (the “Second Proxy Form” or “Proxy Form”), and if the Original Proxy Form has already been lodged, then please note that:

• (i) The Second Proxy Form lodged with the Company’s H Share Registrar by the shareholder not less than 24 hours before the time appointed for the holding of the Meeting will revoke and supersede the Original Proxy Form previously lodged by him/her. The Second Proxy Form will be treated as a valid proxy form lodged by the shareholder if correctly completed.

• (ii) If no Second Proxy Form is lodged with the Company’s H Share Registrar by the shareholder, the lodged Original Proxy Form will remain valid and effective (save for ordinary resolution No.1.14 in the Original Proxy Form) to the fullest extent applicable if correctly completed. The authorized proxy of the shareholder holding the Original Proxy Form will be entitled to vote at his/her discretion on the resolution regarding the election of Ms. Zhang Lizi as the independent non-executive Director of the Eighth Session of the Board of Directors of the Company which was not set out in the Original Proxy Form.

I (We) [(Note][2)] of , beingShareholders’the holder(s)Account:of H Share(s)/Domesticand I.D. No.: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 2014 Second Extraordinary General Meeting (the “Extraordinary General Meeting”) to be held at 9:00 a.m. on 18 September 2014 at the headquarters of the Company at Huaneng Building, 6 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 Extraordinary General 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 proposal on election of new session of the Board of Directors of the Company
		1.1 To consider and approve the re-appointment of Mr. Cao Peixi as the executive director of the eighth session of the Board of Directors of the Company, with immediate effect
		1.2 To consider and approve the appointment of Mr. Guo Junming as the non- executive director of the eighth session of the Board of Directors of the Company, with immediate effect.
		1.3 To consider and approve the re-appointment of Mr. Liu Guoyue as the executive director of the eighth session of the Board of Directors of the Company, with immediate effect.
		1.4 To consider and approve the re-appointment of Mr. Li Shiqi as the non- executive director of the eighth session of the Board of Directors of the Company, with immediate effect.
		1.5 To consider and approve the re-appointment of Mr. Huang Jian as the non- executive director of the eighth session of the Board of Directors of the Company, with immediate effect.
		1.6 To consider and approve the re-appointment of Mr. Fan Xiaxia as the executive director of the eighth session of the Board of Directors of the Company, with immediate effect.
		1.7 To consider and approve the appointment of Mr. Mi Dabin as the non-executive director of the eighth session of the Board of Directors of the Company, with immediate effect.
		1.8 To consider and approve the re-appointment of Mr. Guo Hongbo as the non- executive director of the eighth session of the Board of Directors of the Company, with immediate effect.

		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	For (Note 4)	Against (Note 4)
		1.9 To consider and approve the re-appointment of Mr. Xu Zujian as the non- executive director of the eighth session of the Board of Directors of the Company, with immediate effect.
		1.10 To consider and approve the appointment of Ms. Li Song as the non-executive director of the eighth session of the Board of Directors of the Company, with immediate effect.
		1.11 To consider and approve the re-appointment of Mr. Li Zhensheng as the independent non-executive director of the eighth session of the Board of Directors of the Company, with immediate effect.
		1.12 To consider and approve the re-appointment of Mr. Qi Yudong as the independent non-executive director of the eighth session of the Board of Directors of the Company, with immediate effect.
		1.13 To consider and approve the re-appointment of Mr. Zhang Shouwen as the independent non-executive director of the eighth session of the Board of Directors of the Company, with immediate effect.
		1.14 Resolution deleted.
		1.15 To consider and approve the appointment of Mr. Yue Heng as the independent non-executive director of the eighth session of the Board of Directors of the Company, with immediate effect.
		1.16 To consider and approve the service contracts of the Directors.
		1.17 To consider and approve the appointment of Ms. Zhang Lizi as the independent non-executive director of the eighth session of the Board of Directors of the Company, with immediate effect.
2.		To consider and approve the proposal on election of new session of the Supervisory Committee of the Company
		2.1 To consider and approve the appointment of Mr. Ye Xiangdong as a supervisor of the eighth session of the Supervisory Committee of the Company, with immediate effect
		2.2 To consider and approve the appointment of Mr. Mu Xuan as the supervisor of the eighth session of the Supervisory Committee of the Company, with immediate effect.
		2.3 To consider and approve the re-appointment of Ms. Zhang Mengjiao as the supervisor of the eighth session of the Supervisory Committee of the Company, with immediate effect.
		2.4 To consider and approve the re-appointment of Mr. Gu Jianguo as the supervisor of the eighth session of the Supervisory Committee of the Company, with immediate effect.
		2.5 To consider and approve the service contracts of the Supervisors.
Date:	2014 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 Extraordinary General 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 Registrars Limited, at least 24 hours before the time designated for the holding of the Extraordinary General Meeting.* Please delete as appropriate.

7. Please delete as appropriate.