Netjoy Holdings Limited — Capital/Financing Update 2018

Dec 11, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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(Stock Code: 902)

USE PART OF IDLE PROCEEDS TO SUPPLEMENT WORKING CAPITAL

The Board announces that the Company has decided to use part of idle proceeds to supplement working capital.

Reference is made to the circular dated 27 April 2017 (the “ Circular ”) issued by Huaneng Power International, Inc. (the “ Company ”) relating to the non-public issuance of A share. The subject matter was approved by the shareholders of the Company at the extraordinary general meeting on 16 May 2017, and the authorization was extended by approval of shareholders at the annual general meeting on 3 May 2018. Unless otherwise defined herein, terms in this announcement shall have the same meaning as defined in the Circular.

As approved by the China Securities Regulatory Commission with the “Approval on the Non-public Issuance of Shares by Huaneng Power International, Inc.” (Zheng Jian Xu Ke No.[2018] 696), the Company issued to seven target subscribers 497,709,919 RMB ordinary shares (A shares) by way of non-public issuance on 15 October 2018. The total proceeds raised from such the non-public issuance of A Shares were RMB3,259,999,969.45, with the net proceeds amounting to RMB3,245,329,969.59 after deducting the underwriting fees and commissions. Details of which were set out in the Company’s announcement dated 17 October 2018.

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INVESTMENT PROJECTS WITH THE PROCEEDS OF THE COMPANY’S NON-PUBLIC ISSUANCE OF A SHARES

Pursuant to the Plan for Non-public Issuance of A Shares of Huaneng Power International, Inc. (Amended Version), the Investment Projects with the Proceeds of the Company’s Non-public issuance of A Shares are set out below:

			Proceeds
			proposed to be
		Total investment	invested in the
S/N	Project name	in the Project	Project
		(RMB0’000)	(RMB0’000)
1	Xiegang Gas Turbine Project in Guangdong	360,000.00	72,000.00
	(800MW)
2	Dafeng Offshore Wind Power Project in	564,815.00	248,227.23
	Jiangsu (300MW)
3	Mianchi Phoenix Mountain Wind Power	85,381.85	17,076.37
	Project in Henan (100MW)
4	Longchi Wind Power Project in Anhui	85,622.00	17,124.40
	(100MW)
5	Yangpu Thermal Power Project in Hainan	401,300.00	72,234.00
	(700MW)
6	Ruijin Coal-fired Power Project Phase II in	719,000.00	73,338.00
	Jiangxi (2000MW)
Total		2,216,118.85	500,000.00

If the actual amount of proceeds from such non-public issuance was less than the proposed amount of proceeds to be applied for in the above projects, the Company proposes to adjust the final specific investment projects, order of priority and the specific investment amounts of each project based on the priority of projects. The Company will use self-raised funds or other financing resources to supplement proceeds.

USE OF PROCEEDS AND DEPOSIT OF PROCEEDS

As the actual amount of proceeds from such non-public issuance was less than the proposed amount of proceeds to be applied for in the above projects, the Company proposes to adjust the final specific investment projects, order of priority and the specific investment amounts of each project based on the priority of projects. The Company held the 16[th] meeting of the ninth session of the board of directors on 11 December 2018 and Resolution on Change of Part of Investment Projects and Implementation Modalities was approved, subject to the approval by shareholders at the general meeting. For details, please refer to the Announcement on Change of Part of Funds Raised in Certain

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Investment Projects and their Implementation on the same day. Between 27 March 2017 when the Board announced the Plan of Non-public Issuance of A Shares and 30 September 2018, the Company has invested RMB696,525,900 and details are set out below:

				Amount that
				the Company
				has invested
				with its
				self-raised
				funds between
		Proceeds	Adjusted	27 March 2017
		proposed to be	proceeds to be	and
		invested in the	invested in the	30 September
S/N	Project name	Project	Project	2018
		(RMB0’000)	(RMB0’000)	(RMB0’000)
1	Xiegang Gas Turbine Project in	72,000.00	104,000.00	21,500.00
	Guangdong (800MW)
2	Dafeng Offshore Wind Power	248,227.23	174,231.84	17,000.00
	Project in Jiangsu (300MW)
3	Mianchi Phoenix Mountain Wind	17,076.37	24,614.56	9,200.00
	Power Project in Henan
	(100MW)
4	Longchi Wind Power Project in	17,124.40	21,686.60	12,000.00
	Anhui (100MW)
5	Yangpu Thermal Power Project	72,234.00	N/A	7,652.59
	in Hainan (700MW)
6	Ruijin Coal-fired Power Project	73,338.00	N/A	2,300.00
	Phase II in Jiangxi (2000MW)
Total		500,000.00	324,533.00	69,652.59

Note: Numbers in percentage may not add up to a total figure due to rounding.

The Company held the 16[th] meeting of the ninth session of the board of directors on 11 December 2018 and Resolution on Use Proceeds to Replace the Funds that the Company Invested was approved to use RMB597,000,000 of proceeds to replace self-raised funds that has been invested in Xiegang Gas Turbine Project in Guangdong (800MW), Dafeng Offshore Wind Power Project in Jiangsu (300MW), Mianchi Phoenix Mountain Wind Power Project in Henan (100MW) and Longchi Wind Power Project in Anhui (100MW).

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As at 30 November 2018, the deposit of proceeds at the designated account is set out below:

Name of account	Account bank	Account number	Deposit (RMB)
Huaneng Power	The Headquarter Branch of Agricultural	81600001040016760	2,957,404,234.59
International, Inc.	Bank of China Limited
Huaneng Dongguan	Dongguan Branch of Bank of China	634070554518	0
Thermal Power Co., Ltd.	Limited
Huaneng Yancheng Dafeng	Nanjing Chengnan Branch of Bank of	537872077686	246,000,000.00
Renewables Power	China Limited
Generation Co., Ltd.
Huaneng Mianchi Clean	Zhengzhou Jianshe Road Branch of	1702020529020113582	0
Energy Co., Ltd.	Industrial and Commercial Bank of
	China Limited
Huaneng Anhui Huaining	Hefei Xinzhan High-tech Zone Branch of	12183001040036375	0
Wind Power Generation	Agricultural Bank of China Limited
Co., Ltd.
Huaneng Hainan Power	Haikou Haifu Branch of China	46050100223600000474	0
Generation Co., Ltd.	Construction Bank Limited
Huaneng Ruijin Power	Ganzhou Ganxian Branch of Agricultural	14033101040017938	0
Generation Co., Ltd.	Bank of China Limited
Huaneng Yangpu Thermal	Yangpu Jinpu Branch of Bank of China	267530156721	0
Power Co., Ltd.	Limited

THE PLAN OF USING PART OF PROCEEDS TO TEMPORARILY SUPPLEMENT WORKING CAPITAL

According to project progress and payment arrangement of the proceeds-funded projects of the Company, it is estimated that RMB2,360.32 million of the proceeds will be idle for a certain period of time. With a view to improve the efficiency of the use of proceeds and reduce the financial expenses of the Company, after comprehensive consideration of the subsequent proceeds utilisation plan of the proceeds-funded projects and the Company’s capital needs, the Company proposes to temporarily supplement the working capital with idle proceeds of no more than RMB2,360.32 million.

The temporarily supplement of the working capital through idle proceeds is limited to the production and operation use in relation to main business, and is guaranteed not to be directly or indirectly used for transactions such as new share placement, subscription, or stocks and derivatives and convertible corporate bonds. The term of the temporarily supplement of the working capital shall not exceed 12 months, which shall commence from the date on which the general meeting of the Company considers and approves the resolution. If the proceeds-funded projects need to use the proceeds, the Company shall promptly return the part of the proceeds to the proceeds special account accordingly so as to ensure the normal operation of the proceeds-funded projects.

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The Company will strictly abide the relevant regulations regarding the proceeds management to ensure that the proceeds will be returned to the proceeds special account in a timely manner and with sufficient amount before the expiry of the supplement of the working capital. The temporarily supplement of the working capital by way of using idle proceeds does not change the use of proceeds, nor does it affect the normal progress of the investment plan of the proceeds.

SHAREHOLDERS’ APPROVAL

The aforesaid matter was approved by the board of directors of the Company on 11 December 2018 and will be submitted to the extraordinary general meeting as ordinary resolution for consideration and approval by the shareholders. The Company will issue a circular in which the details of the matter will be contained.

By Order of the Board Huaneng Power International, Inc. Huang Chaoquan Company Secretary

As at the date of this announcement, the directors of the Company are:

Cao Peixi (Executive Director) Huang Jian (Non-executive Director) Wang Yongxiang (Non-executive Director) Mi Dabin (Non-executive Director) Guo Hongbo (Non-executive Director) Cheng Heng (Non-executive Director) Lin Chong (Non-executive Director)

Yue Heng (Independent Non-executive Director) Xu Mengzhou (Independent Non-executive Director) Liu Jizhen (Independent Non-executive Director) Xu Haifeng (Independent Non-executive Director) Zhang Xianzhi (Independent Non-executive Director)

Beijing, the PRC 12 December 2018

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