Netjoy Holdings Limited — Proxy Solicitation & Information Statement 2025

May 30, 2025

華能國際電力股份有限公司
HUANENG POWER INTERNATIONAL, INC.
(a Sino-foreign joint stock limited company incorporated in the People's Republic of China)
(Stock Code: 902)

Proxy Form for 2024 Annual General Meeting

Number of Shares related to this proxy form^{(Note 1)}	H Shares/Domestic Shares*

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 2024 Annual General Meeting ("2024 AGM" or "Meeting") to be held at 9:00 a.m. on 24 June 2025 at Conference Room A102, the headquarters of the Company, Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, the PRC for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the 2024 AGM. In the absence of any indication, the proxy may vote at his own discretion. (Note 6)

ORDINARY RESOLUTIONS		For (Note 4)	Against (Note 4)	Abstained (Note 4)
1.	To consider and approve the working report from the Board of Directors of the Company for 2024
2.	To consider and approve the working report from the Supervisory Committee of the Company for 2024
3.	To consider and approve the audited financial statements of the Company for 2024
4.	To consider and approve the profit distribution plan of the Company for 2024
SPECIAL RESOLUTIONS		For (Note 4)	Against (Note 4)	Abstained (Note 4)
5.	To consider and approve the proposal regarding the granting of general mandate to issue domestic and/or overseas debt financing instruments
6.	To consider and approve the proposal regarding the granting of general mandate to the Board to issue additional shares of the Company
7.	To consider and approve the proposal regarding the change of the Company's domicile and the amendments to the Articles of Association
ORDINARY RESOLUTIONS WITH THE ADOPTION OF CUMULATIVE VOTING SYSTEM		Number of Votes (Note 5)
8.	To consider and approve the proposals regarding the appointment of new Directors
	8.01 To elect Mr. Li Jin as the Non-executive Director
	8.02 To elect Mr. Gao Guoqin as the Non-executive Director

Date: ____
Signature (Note 6): ____

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Note:

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 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 AGM 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: FOR RESOLUTIONS NOS. 1 TO 7 (INCLUSIVE), 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". YOU WISH TO ABSTAIN FROM VOETING ON A 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 RESOLUTIONS). 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 proposed to the Meeting other than those referred to in the notice for the Meeting and the supplemental notice of the Meeting.

5. IMPORTANT: IN RESPECT OF THE RESOLUTIONS NO. 8.01 AND NO. 8.02, CUMULATIVE VOTING SYSTEM WILL BE ADOPTED IN CARRYING OUT THE VOTING AND THE COUNTING OF VOTING RESULTS REGARDING THESE RESOLUTIONS. PLEASE FILL IN THE "NUMBER OF VOTES" COLUMN WITH THE NUMBER OF VOTES YOU WISH TO CAST FOR CERTAIN DIRECTOR CANDIDATE(S). Set out below are instructions illustrating the voting method using cumulative voting system in respect of Resolutions No. 8.01 and No. 8.02. Please complete your voting instructions in accordance with the guidelines below:

(i) In relation to Resolutions No. 8.01 and No. 8.02, for every share held by you, you will have the same number of votes which equals the number of directors to be elected. For example, if you hold 1 million shares and 2 directors are to be elected at the 2024 AGM, the aggregate number of votes which you will have will be 2 million (i.e. 1 million shares x 2 = 2 million voting shares) for the voting of Resolutions No. 8.01 and No. 8.02.

(ii) You may cast all your votes on one candidate or cast any portion of your votes on different candidates in any combination. Please fill in the number of votes you wish to cast for certain candidate(s) in the "NUMBER OF VOTES" column. For example, if you hold 1 million shares, the total number of your votes regarding Resolutions No. 8.01 and No. 8.02 is 2 million. You may choose to cast the 2 million votes equally amongst the 2 candidates, or to cast all your 2 million votes to one candidate, or cast 0.1 million votes to candidate A and 1.9 million votes to Candidate B, and so forth.

(iii) When the total number of your votes, representing the total number of shares held by you multiplied by the total number of directors to be elected, are used up after voting for a candidate or certain candidates, you will have no votes remaining to be cast on other candidates. The total number of votes you cast on the 2 candidates shall not exceed the aggregate number of votes to which you are entitled.

(iv) Please note that when the total number of votes you cast on one candidate or different candidates exceeds the total number of votes to which you are entitled, you shall modify the total number of votes cast by you. Otherwise, all the votes cast by you shall be deemed invalid. If the total number of votes you cast on one candidate or different candidates is less than the total number of votes to which you are entitled, such votes will be valid, and the uncast votes will be regarded as abstentions. For example, if you hold 1 million shares, the total number of your votes regarding Resolutions No. 8.01 and No. 8.02 is 2 million, (a) if you fill in "2 million votes" in the "NUMBER OF VOTES" column under candidate A, you have used up all the votes to which you are entitled, which results in you having no remaining votes to cast for the other candidate. Should you fill in the "NUMBER OF VOTES" column under the other candidate with any number of votes (other than 0), all the votes you cast, including the votes you cast for candidate A and the other candidate, shall be invalid; or (b) if you only fill in "0.5 million votes" in the "NUMBER OF VOTES" column under candidate A, "0.5 million votes" in the "NUMBER OF VOTES" column under candidate B, the 1 million votes cast by you shall be valid and the remaining 1 million votes uncast shall be regarded as abstentions.

(v) Please note that if you mark a “✓” and also fill in number of votes cast in the “NUMBER OF VOTES” column under certain candidate(s), such number of votes filled in shall prevail for the counting of votes; if you mark a “✓” without filling in number of votes cast in the “NUMBER OF VOTES” column under certain candidate(s), it shall be deemed that you have cast all your votes to a certain candidate or allocated all your votes to certain candidates equally. For the avoidance of doubt, you are not required to mark “✓” in the “NUMBER OF VOTES” column in respect of Resolutions No. 8.01 and No. 8.02. Instead, you should fill in the “NUMBER OF VOTES” column with the number of votes you wish to cast for certain candidate(s).

(vi) Shareholders should note that the "For", "Against" and "Abstained" options are not available for Resolutions No. 8.01 and No. 8.02 and if you wish to vote in favour of a candidate or certain candidates, please fill in the number of votes you wish to cast for that candidate(s) in the "NUMBER OF VOTES" column.

(vii) All ballot paper that is not completed, wrongly completed, illegible or uncast shall be deemed as abstention of voting rights and such voting shall be deemed as invalid.

(viii) When the total number of votes cast on a certain candidate is more than half of the total number of shares held by all shareholders attending the 2024 AGM (before being cumulated), the candidate in question shall be regarded to have been elected. Where the number of elected directors at the 2024 AGM is less than the number of directors to be elected, the second round of voting will be required for election of the remaining directors until the number of directors to be elected is fulfilled.

(ix) When the second round of election is held pursuant to paragraph (viii) above, the calculation of cumulative votes shall be based on the number of directors to be elected in the second round of election.

1. 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.

2. 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 the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, at least 24 hours before the time designated for the holding of the 2024 AGM.

3. Please delete as appropriate.