Netjoy Holdings Limited — Proxy Solicitation & Information Statement 2017

Apr 27, 2017

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(Stock Code: 902)

Proxy Form for 2016 Annual General Meeting

						General Meeting
I (We) (Note 2) of Shareholders’ Account: and I.D. No.: being the holder (s) of (the “Company”) now I.D. No.: (of					Number of Shares related to this proxy form (Note 1) H Shares/Domestic Shares*	Number of Shares related to this proxy form (Note 1)	H Shares/Domestic Shares*
					,
		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 2016 Annual General Meeting to be held at 9:00 a.m. on 13 June 2017 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	For (Note 4)	Against (Note 4)
	1.	To consider and approve the working report from the Board of Directors of the Company for 2016
	2.	To consider and approve the working report from the Supervisory Committee of the Company for 2016
	3.	To consider and approve the audited financial statements of the Company for 2016
	4.	To consider and approve the profit distribution plan of the Company for 2016
	5.	To consider and approve the proposal regarding the appointment of the Company’s auditors for 2017
	SPECIAL RESOLUTIONS		For (Note 4)	Against (Note 4)
	6.	To consider and approve the proposal regarding the issue of short-term debentures by the Company
	7.	To consider and approve the proposal regarding the issue of super short-term debentures by the Company
	8.	To consider and approve the proposal regarding the issue of debt financing instruments (by way of non-public placement)
	9.	To consider and approve the proposal regarding the granting of the general mandate of issue domestic and/or overseas debt financing instruments
	10.	To consider and approve the proposal regarding the granting of general mandate to the Board of Directors to issue domestic shares and/or overseas listed foreign shares
	ORDINARY RESOLUTIONS		For (Note 4)	Against (Note 4)
	11.	To consider and approve the proposal regarding the election of the new session of the Board of Directors of the Company
		11.01 To elect Mr. CAO Peixi as the Executive Director of the Ninth Session of the Board of Directors of the Company
		11.02 To elect Mr. GUO Junming as the Non-executive Director of the Ninth Session of the Board of Directors of the Company

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	For (Note 4)	Against (Note 4)
		11.03 To elect Mr. LIU Guoyue as the Executive Director of the Ninth Session of the Board of Directors of the Company
		11.04 To elect Mr. FAN Xiaxia as the Executive Director of the Ninth Session of the Board of Directors of the Company
		11.05 To elect Mr. HUANG Jian as the Non-executive Director of the Ninth Session of the Board of Directors of the Company
		11.06 To elect Mr. WANG Yongxiang as the Non-executive Director of the Ninth Session of the Board of Directors of the Company
		11.07 To elect Mr. MI Dabin as the Non-executive Director of the Ninth Session of the Board of Directors of the Company
		11.08 To elect Mr. GUO Hongbo as the Non-executive Director of the Ninth Session of the Board of Directors of the Company
		11.09 To elect Mr. CHENG Heng as the Non-executive Director of the Ninth Session of the Board of Directors of the Company
		11.10 To elect Mr. LIN Chong as the Non-executive Director of the Ninth Session of the Board of Directors of the Company
		11.11 To elect Mr. YUE Heng as the Independent Non-executive Director of the Ninth Session of the Board of Directors of the Company
		11.12 To elect Mr. GENG Jianxin as the Independent Non-executive Director of the Ninth Session of the Board of Directors of the Company
		11.13 To elect Mr. XU Mengzhou as the Independent Non-executive Director of the Ninth Session of the Board of Directors of the Company
		11.14 To elect Mr. LIU Jizhen as the Independent Non-executive Director of the Ninth Session of the Board of Directors of the Company
		11.15 To elect Mr. XU Haifeng as the Independent Non-executive Director of the Ninth Session of the Board of Directors of the Company
	12.	To consider and approve the proposal regarding the election of the new session of the Supervisory Committee of the Company
		12.01 To elect Mr. YE Xiangdong as the Shareholder Supervisor of the Ninth Session of the Supervisory Committee of the Company
		12.02 To elect Mr. MU Xuan as the Shareholder Supervisor of the Ninth Session of the Supervisory Committee of the Company
		12.03 To elect Mr. ZHANG Mengjiao as the Shareholder Supervisor of the Ninth Session of the Supervisory Committee of the Company
		12.04 To elect Mr. GU Jianguo as the Shareholder Supervisor of the Ninth Session of the Supervisory Committee of the Company

Date: 2017

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 2016 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 2016 Annual General Meeting (i.e. before 9:00 a.m. on 12 June 2017) .

7. Please delete as appropriate.