Netjoy Holdings Limited — Proxy Solicitation & Information Statement 2016

Jun 3, 2016

==> picture [373 x 64] intentionally omitted <==

(Stock Code: 902)

Second Proxy Form Applicable for 2015 Annual General Meeting

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

Important: If the shareholder(s) of the Company have/has not yet lodged the original proxy form for the 2015 Annual General Meeting (issued by the Company along with, among other things, the notice of the 2015 Annual General Meeting (the “Meeting” or the “Annual General Meeting”) on 6 May 2016) (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 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 (if no such instructions are given) on the Proposal regarding the Issue of Domestic and Foreign Perpetual Debts under the General Mandate which was not set out in the Original Proxy Form.

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	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	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:
						, H Share(s)/Domestic Share(s)* (Note 1) of Huaneng Power International, Inc.
				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 2015 Annual General Meeting to be held at 9:00 a.m. on 23 June 2016 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 2015
	2.	To consider and approve the working report from the Supervisory Committee of the Company for 2015
	3.	To consider and approve the audited financial statements of the Company for 2015
	4.	To consider and approve the profit distribution plan of the Company for 2015
	5.	To consider and approve the proposal regarding the appointment of the Company’s auditors for 2016
	6.	To consider and approve the proposal regarding the change in the Independent Director of the Company

• SPECIAL RESOLUTIONS For [(Note][4)] Against [(Note][4)]

• 1. To consider and approval the proposal regarding the amendments to the articles of association of the Company

• To consider and approve the proposal regarding the granting of the general mandate to the Board of Directors to issue domestic shares and/or overseas listed foreign shares

• To consider and approve the proposal regarding the Issue of Domestic and Foreign Perpetual Debts under the General Mandate

Date: 2016

Signature:

(Note 5)

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 2015 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 2015 Annual General Meeting.

7. Please delete as appropriate.