Netjoy Holdings Limited — Capital/Financing Update 2021

Nov 3, 2021

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 however arising from or reliance upon the whole or any part of the contents of this announcement.

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(Stock Code: 902)

CONNECTED TRANSACTIONS REGARDING THE BORROWING OF LOAN BY A SUBSIDIARY FROM A CONNECTED PERSON AND THE PROVISION OF EXTERNAL GUARANTEE BY A SUBSIDIARY

On 3 November 2021, Shandong Company (HK), a wholly-owned subsidiary of Shandong Company which in turn is a controlling subsidiary of the Company, signed the Loan Agreement with Huaneng Treasury, pursuant to which Shandong Company (HK) shall borrow USD28.125 million from Huaneng Treasury. On the same day, Shandong Company signed the Guarantee Contract with Huaneng Treasury, undertaking to provide a guarantee with an irrevocable joint and several liability for the debt obligations incurred by Shandong Company (HK) under the Loan Agreement.

The Transaction involves the borrowing of a loan by Shandong Company (HK) from Huaneng Treasury. Shandong Company (HK) is a connected subsidiary of the Company and Huaneng Treasury is a connected person of the Company. The Transaction constitutes a connected transaction under the Hong Kong Listing Rules. The loan provided by Huaneng Treasury to Shandong Company (HK) constitutes a financial assistance provided by a connected person for the benefit of the Company and its subsidiaries. Since the loan is provided on normal commercial terms (in particular, (i) the interest rate for the loan is the best level of interest rate that Shandong Company (HK) can obtain; and (ii) the loan does not require any assets of the Company and its subsidiaries as security), therefore the Transaction is exempt from reporting, announcement and independent shareholders’ approval requirement under Rule 14A.90 of the Hong Kong Listing Rules.

The Guarantee involves the provision of guarantee by Shandong Company in favour of Huaneng Treasury. Shandong Company is a connected subsidiary of the Company and Huaneng Treasury is a connected person of the Company. The Guarantee constitutes a connected transaction under the Hong Kong Listing Rules. As the scale of the Guarantee exceeds 0.1% but does not exceed 5% of the applicable percentage ratios (other than the profit ratio) as calculated pursuant to Rule 14.07 of the Hong Kong Listing Rules, the Company is only required to comply with the reporting and announcement requirement under Rules 14A.71 and 14A.35 of the Hong Kong Listing Rules but is exempt from independent shareholders’ approval requirements.

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According to the SSE Listing Rules, the Transaction does not meet the threshold required to be submitted to shareholders’ meeting or approval. However, the Guarantee needs to be submitted for approval at the shareholders’ meeting of the Company. The Company will convene a shareholders’ meeting as soon as possible and will submit the said proposal for approval at the shareholders’ meeting.

INTRODUCTION OF THE CONNECTED TRANSACTIONS

On 3 November 2021, Shandong Company (HK), a wholly-owned subsidiary of Shandong Company which in turn is a controlling subsidiary of the Company, signed the Loan Agreement with Huaneng Treasury, pursuant to which Shandong Company (HK) shall borrow USD28.125 million from Huaneng Treasury for a term of 5 years at the annual interest rate of 3.85%.

On the same day, Shandong Company signed the Guarantee Contract with Huaneng Treasury, undertaking to provide a guarantee with an irrevocable joint and several liability for the debt obligations incurred by Shandong Company (HK) under the Loan Agreement.

RELATIONSHIP AMONG THE COMPANY, SHANDONG COMPANY, SHANDONG COMPANY (HK) AND HUANENG TREASURY

The Company and its subsidiaries mainly develop, construct, operate and manage large-scale power plants in China. It is one of the largest listed power suppliers in China. As at the date of this announcement, the Company’s controlled generation capacity is 115,014 MW and the equity based generation capacity is 101,388 MW.

Huaneng Treasury, which is principally engaged in issuing bonds, making investments and providing loans to subsidiaries, investing and holding equity interests in members of the Group, was incorporated in Hong Kong on 5 February 2018 and is a wholly-owned subsidiary of Huaneng Group.

Shandong Company, in which the Company holds an 80% equity interest and Huaneng Group holds the remaining 20% interest, is a controlling subsidiary of the Company. Shandong Company is a connected subsidiary of the Company. Shandong Company is principally engaged in the development, investment, construction and management of power (and heat) projects; investment in coal, transportation and other related industries; purchase and sale of electricity; and thermal power technical consulting services.

Shandong Company (HK) is a wholly-owned subsidiary of Shandong Company, and the scope of business of which is the development, investment, construction and management of power (heat), coal, transportation, investment in related businesses, and the business of investment companies. Shandong Company (HK) is a connected subsidiary of the Company.

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As of the date of this announcement, Huaneng Group holds a 75% direct interest and a 25% indirect interest in HIPDC, while HIPDC, being the direct controlling shareholder of the Company, holds a 32.28% interest in the Company. Huaneng Group is a state-owned central enterprise mainly operating in the electricity industry and is supervised by the State-owned Assets Supervision and Administration Commission of the State Council. Huaneng Group also holds a 9.91% direct interest in the Company, a 3.01% indirect interest in the Company through Hua Neng HK (a whollyowned subsidiary of Huaneng Group), a 0.84% indirect interest in the Company through Huaneng Treasury (an indirect wholly-owned subsidiary of Huaneng Group) and a 0.39% indirect interest in the Company through Huaneng Finance (a controlling subsidiary of Huaneng Group). Huaneng Treasury is a wholly-owned subsidiary of Huaneng Group and, in accordance with the relevant provisions of the Hong Kong Listing Rules, Huaneng Treasury is an associate of a connected person of the Company and the Transaction and Guarantee constitute connected transactions for the Company.

MAIN PROVISIONS OF THE LOAN AGREEMENT

On 3 November 2021, Shandong Company (HK), a wholly-owned subsidiary of Shandong Company which in turn is a controlling subsidiary of the Company, signed the Loan Agreement with Huaneng Treasury, which is a subsidiary of Huaneng Group. Shandong Company (HK) shall borrow USD28.125 million from Huaneng Treasury for a term of 5 years at the annual interest rate of 3.85%.

MAIN PROVISIONS OF THE GUARANTEE AGREEMENT

On 3 November 2021, Shandong Company signed the Guarantee Contract with Huaneng Treasury. Pursuant to the Guarantee Contract, the Guarantee shall be by way of joint and several liability. The subject of the guarantee shall be the loan of USD28.125 million arising out of the Loan Agreement signed between Huaneng Treasury (as lender) and Shandong Company (HK) (as borrower). The guarantee period shall commence from the date of the signing of the Guarantee Contract and will end one year after expiry of the guaranteed debt performance period.

PURPOSE OF THE CONNECTED TRANSACTIONS AND THE IMPACT ON THE COMPANY

Shandong Company, Shandong Company (HK), and Huaneng Treasury will invest in the construction of Weifang Binhai District New Energy Project at a shareholding ratio of 20%: 45%: 35%. Shandong Company (HK) shall invest USD28.125 million in proportion to the equity to inject capital into Weifang Binhai District New Energy Project. Shandong Company (HK) shall borrow US$28.125 million from Huaneng Treasury to invest in the Weifang Binhai District New Energy Project. The interest rate for the loan is the best level of interest rate that Shandong Company (HK) can obtain. The Transaction will not have a significant impact on the Company’s financial status, and there does not exist any situation that jeopardise the interests of the Company and its shareholders.

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The Board of the Company is of view that Shandong Company (HK) would be able to repay the loan on schedule and the overall risk assumed by Shandong Company this time is relatively low. The Guarantee Contract will not cause any material impact on the financial position of the Company and will not prejudice the interests of the Company and its shareholders.

IMPLICATIONS UNDER THE HONG KONG LISTING RULES AND THE SSE LISTING RULES

The Transaction involves the borrowing of a loan by Shandong Company (HK) from Huaneng Treasury. Shandong Company (HK) is a connected subsidiary of the Company and Huaneng Treasury is a connected person of the Company. The Transaction constitutes a connected transaction under the Hong Kong Listing Rules. The loan provided by Huaneng Treasury to Shandong Company (HK) constitutes a financial assistance provided by a connected person for the benefit of the Company and its subsidiaries. Since the loan is provided on normal commercial terms (in particular, (i) the interest rate for the loan is the best level of interest rate that Shandong Company (HK) can obtain; and (ii) the loan does not require any assets of the Company and its subsidiaries as security), therefore the Transaction is exempt from reporting, announcement and independent shareholders’ approval requirement under Rule 14A.90 of the Hong Kong Listing Rules.

The Guarantee involves the provision of guarantee by Shandong Company in favour of Huaneng Treasury. Shandong Company is a connected subsidiary of the Company and Huaneng Treasury is a connected person of the Company. The Guarantee constitutes a connected transaction under the Hong Kong Listing Rules. As the scale of the Guarantee exceeds 0.1% but does not exceed 5% of the applicable percentage ratios (other than the profit ratio) as calculated pursuant to Rule 14.07 of the Hong Kong Listing Rules, the Company is only required to comply with the reporting and announcement requirement under Rules 14A.71 and 14A.35 of the Hong Kong Listing Rules but is exempt from independent shareholders’ approval requirements.

According to the SSE Listing Rules, the Transaction does not meet the threshold required to be submitted to shareholders’ meeting or approval. However, the Guarantee needs to be submitted for approval at the shareholders’ meeting of the Company. The Company will convene a shareholders’ meeting as soon as possible and will submit the said proposal for approval at the shareholders’ meeting.

APPROVAL FROM THE BOARD

On 3 November 2021, the Nineteenth Meeting of the Tenth Session of the Board of Directors of the Company has considered and approved the Resolution regarding the Borrowing of Loan from Related Party by a subsidiary of the Company and the Resolution regarding the Provision of Guarantee by Shandong Company to its subsidiary. The Board is of view that Shandong Company (HK) would be able to repay the loan on schedule and the overall risk assumed by Shandong Company this time is relatively low. The Guarantee Contract will not cause any material impact on the financial position of

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the Company and will not prejudice the interests of the Company and its shareholders. The related Directors, Messrs. Zhao Keyu, Zhao Ping, Huang Jian, Wang Kui, Lu Fei and Teng Yu abstained from voting on the resolution relating to the Transaction.

The Directors (including the independent non-executive Directors) are of the view that the Loan Agreement and the Guarantee Contract were entered into: (i) on normal commercial terms; (ii) on terms that are fair and reasonable and are in the interests of the Company and its shareholders as a whole; and (iii) in the ordinary and usual course of business of the Company.

DEFINITIONS

“associate(s)”	has the meaning ascribed to it in the Hong Kong Listing Rules
“Company”	Huaneng Power International, Inc.
“connected subsidiary(ies)”	has the meaning ascribed to it in the Hong Kong Listing Rules
“Director(s)”	the director(s) of the Company (including independent non-
	executive director(s))
“Guarantee”	the guarantee to be provided by Shandong Company in accordance
	with the terms and conditions of the Guarantee Contract in relation
	to a loan of Shandong Company (HK) of approximately USD28.125
	million
“Guarantee Contract”	the “Guarantee Contract between Huaneng Shandong Power
	Generation Co., Ltd. and China Huaneng Group (Hong Kong)
	Treasury Management Holding Limited” entered into between
	Shandong Company and Huaneng Treasury on 3 November 2021
“HIPDC”	Huaneng International Power Development Corporation
“Hong Kong Listing Rules”	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
“Hua Neng HK”	China Hua Neng Group Hong Kong Limited
“Huaneng Finance”	China Huaneng Finance Corporation Limited
“Huaneng Group”	China Huaneng Group Co., Ltd.
“Huaneng Treasury”	China Huaneng Group (Hong Kong) Treasury Management Holding
	Limited

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“Loan Agreement”	the loan agreement entered into between Shandong Company (HK)
	and Huaneng Treasury on 3 November 2021
“PRC” or “China”	the People’s Republic of China
“RMB”	Renminbi, the lawful currency of the PRC
“Shandong Company”	Huaneng Shandong Power Generation Co., Ltd.
“Shandong Company (HK)”	Huaneng Shandong (HK) Investment Limited
“SSE Listing Rules”	Rules Governing the Listing of Securities on Shanghai Stock
	Exchange
“Transaction”	the borrowing of USD28.125 million by Shandong Company (HK)
	from Huaneng Treasury in accordance with the terms and
	conditions of the Loan Agreement
“USD”	the U.S. dollars, the lawful currency of the United States of
	America

• For information only

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

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

Zhao Keyu (Executive Director) Zhao Ping (Executive Director) Huang Jian (Non-executive Director) Wang Kui (Non-executive Director) Lu Fei (Non-executive Director) Teng Yu (Non-executive Director) Mi Dabin (Non-executive Director) Cheng Heng (Non-executive Director) Li Haifeng (Non-executive Director) Lin Chong (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) Xia Qing (Independent Non-executive Director)

Beijing, the PRC 4 November 2021

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