Netjoy Holdings Limited — Proxy Solicitation & Information Statement 2024

Jun 7, 2024

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(Stock Code: 902)

Second Proxy Form Applicable for 2023 Annual General Meeting

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

Important: If the shareholder(s) of the Company have/has not yet lodged the first proxy form for the 2023 Annual General Meeting (issued by the Company along with, among other things, the notice of the 2023 Annual General Meeting (the “Meeting” or the “AGM”) on 10 May 2024) (the “First 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 First 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 First 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 First Proxy Form will remain valid and effective to the fullest extent applicable if correctly completed. The authorized proxy of the shareholder holding the First Proxy Form will be entitled to vote at his/her discretion (if no such instructions are given) on the additional resolution no.9 which was not set out in the First Proxy Form.

I (We) [(Note][2)] of , Shareholders’ Account: and I.D. No.: being the holder(s) of H Share(s)/Domestic 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 2023 AGM to be held at 9:00 a.m. on 25 June 2024 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 notices convening the 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			Abstained (Note 4)	Abstained (Note 4)
	ORDINARY RESOLUTIONS		For (Note 4)	Against (Note 4)	Abstained (Note 4)
	1.	To consider and approve the working report from the Board ofDirectors of the Company for 2023
	2.	To consider and approve the working report from the SupervisoryCommittee of the Company for 2023
	3.	To consider and approve the audited financial statements of theCompany for 2023
	4.	To consider and approve the profit distribution plan of the Companyfor 2023
	SPECIAL RESOLUTIONS		For (Note 4)	Against (Note 4)	Abstained (Note 4)
	5.00	Proposals regarding the issue of short-term debentures and supershort-term debentures by the Company
		5.01To consider and approve the proposal regarding the issue ofshort-term debentures by the Company
		5.02To consider and approve the proposal regarding the issue ofsuper short-term debentures by the Company
	6.	To consider and approve the proposal regarding the granting ofgeneral mandate to issue domestic and/or overseas debt financinginstruments
	7.	To consider and approve the proposal regarding the granting ofgeneral mandate to the Board of Directors to issue additional sharesof the Company
	ORDINARY RESOLUTION		For (Note 4)	Against (Note 4)	Abstained (Note 4)
	8.	To consider and approve the proposal on the provision of guaranteeby Huaneng Shandong Power Generation Co., Ltd. for its subsidiary
	SPECIAL RESOLUTION		For (Note 4)	Against (Note 4)	Abstained (Note 4)
9.	9.	To consider and approve the proposed amendments to the Articles ofAssociation

(Note 5)

Signature:

2024

Date:

Notes:

1. Please insert the number of H Share(s) registered in your name(s) relating to this Proxy Form. 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 2023 AGM 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. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK ( ✔ ) IN THE RELEVANT BOX BELOW THE BOX MARKED “FOR”, IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK ( ✔ ) IN THE RELEVANT BOX BELOW THE BOX MARKED “AGAINST”, IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, TICK ( ✔ ) IN THE RELEVANT BOX BELOW THE BOX MARKED “ABSTAINED” (SUCH ABSTAINED VOTES WILL BE COUNTED IN THE CALCULATION OF THE REQUIRED MAJORITY OF THE RESOLUTION(S)), If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his/her discretion or to abstain. Your proxy will also be entitled to vote or abstain at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice and supplement notice convening the Meeting.

5. This Proxy Form must be signed underhand by you or your attorney duly authorised in writing on that behalf. If the appointer is a corporation, this Proxy Form must be signed under its common seal or under hand by any directors or agents duly appointed by such corporation.

6. You are advised to review the notice of the Meeting, the circular to the shareholders issued by the Company on 10 May 2024 and the supplemental circular and the supplemental notice of Meeting issued by the Company on 7 June 2024 for details of the proposed resolutions.

7. This Proxy Form together with the power of attorney or other authorisation document(s) which have been notarised (if any), 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 2023 AGM.

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