Netjoy Holdings Limited — Proxy Solicitation & Information Statement 2015

May 7, 2015

==> picture [373 x 65] intentionally omitted <==

(Stock Code: 902)

Proxy Form for 2014 Annual General Meeting

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

I (We) (Note 2)	I (We) (Note 2)	I (We) (Note 2)				of	,
Shareholders’ Account: and I.D. No.: being the holder(s) of (the “Company”) now appoint (Note 3) I.D. No.: (of		Account:
				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 2014 Annual General Meeting to be held at 9:00 a.m. on 25 June 2015 at Conference Room A102, the headquarters of the Company, 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 said meeting. In the absence of any indication, the proxy may vote for or against the resolutions at his/her own discretion. [(Note][6)]

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS		Against (Note 4)	Against (Note 4)
	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 2014
	2.	To consider and approve the working report from the Supervisory Committee of the Company for 2014
	3.	To consider and approve the audited financial statements of the Company for 2014
	4.	To consider and approve the profit distribution plan of the Company for 2014
	5.	To consider and approve the proposal regarding the appointment of the Company’s auditors for 2015

				UTIONS For (Note 4) Against (Note 4) al regarding the issue of short-term l regarding the issue of super short-	UTIONS For (Note 4) Against (Note 4) al regarding the issue of short-term l regarding the issue of super short-	UTIONS For (Note 4) Against (Note 4) al regarding the issue of short-term l regarding the issue of super short-	UTIONS For (Note 4) Against (Note 4) al regarding the issue of short-term l regarding the issue of super short-	UTIONS For (Note 4) Against (Note 4) al regarding the issue of short-term l regarding the issue of super short-	UTIONS For (Note 4) Against (Note 4) al regarding the issue of short-term l regarding the issue of super short-	UTIONS For (Note 4) Against (Note 4) al regarding the issue of short-term l regarding the issue of super short-
	SPECIAL RESOL			UTIONS		For (Note 4)		Against (Note 4)
	6.		To consider and approve the propos debentures of the Company	al regarding the issue of short-term
	7.		To consider and approve the proposa termdebentures	l regarding the issue of super short-
	8.		To consider and approve the proposal financing instruments (by way of no	regarding the mandate to issue debt n-public placement)
	9.		To consider and approve the proposal financing instruments in or outside t	regarding the mandate to issue debt he People’s Republic of China
	10.		To consider and approve the prop general mandate to the Board of Dire overseas listed foreign shares	osal regarding the granting of the ctors to issue domestic shares and/or
	ORDINARY RESO			LUTIONS		For (Note 4)		Against	(Note 4)
1	1.00		Toconsiderandapprovetheprop	osalregardingthechangeinthe
			Directors of the Company
1	1.01		To elect Mr. Zhu Youseng as the n Session of the Board of Directors of	on-executive Director of the Eighth the Company
1	1.02		To elect Mr. Geng Jianxin as the ind the Eighth Session of the Board of D	ependent non-executive Director of irectors of the Company
1	1.03		To elect Mr. Xia Qing as the indepe Eighth Session of the Board of Direc	ndent non-executive Director of the tors of the Company
		SPECIAL RESO		LUTION		For (Note 4)		Against	(Note 4)
	12.		To consider and approval the propos	al regarding the amendments to the
			articles of association of Huaneng Po	wer International, Inc.
D	ate:	2015		Signature:					(Note 5)
	tes: Please insert the number of H Share(s) register proxy will be deemed to relate to all of the H Please insert full name(s) and address(es) in B			ed in your name(s) relating to this form of proxy. If no num Shares in the share capital of the Company registered in y LOCK LETTERS.			ber is inserted, th our name(s).
	Please insert the name and address of your pr your proxy. One or more proxies, who may n provided that such proxies must attend the mee the signatory. Attention: If you wish to vote FOR any resolut AGAINST any resolution, please indicate with the proxy will vote or abstain at his discretio This form of proxy must be signed underhand this form must be signed under its common s This form of proxy together with the power			oxy. If this is left blank, the chairman of the 2014 Annual G ot be member(s) of the Company, may be appointed to atten ting in person on your behalf. Any alteration made to this pro ion, please indicate with a “�” in the appropriate space under a “�” in the appropriate space under “Against”. In the abse n. by you or your attorney duly authorised in that behalf. If the eal or under hand by any directors or agents duly appointed of attorney or other authorisation document(s) which hav			eneral Meeting d and vote in th xy form must be “For”. If you wi nce of any such i appointer is a co by such corpora e been notarised		will act as e meeting signed by sh to vote ndication,
									rporation, tion. must be

Notes:

1. Please insert the number of H 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 H Shares in the share 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 2014 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 “�” 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 2014 Annual General Meeting.

7. Please delete as appropriate.