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 TRANSACTION FORMATION OF PROJECT COMPANIES

On 3 November 2021, Shandong Company (the controlling subsidiary of the Company) and Shandong Company (HK), entered into the Joint Venture Agreement of Guan County New Energy Project and the Joint Venture Agreement of Weifang Binhai District New Energy Project with Huaneng Treasury. On the same day, Shandong Company and Huaneng Treasury entered into the Joint Venture Agreement of Fushan Photovoltaic Power Generation Project, the Joint Venture Agreement of Haiyang New Energy Project and the Joint Venture Agreement of Dongming County Matou Town 100 MW Agricultural Photovoltaic Power Generation Project.

The total investment in the formation of Project Companies is RMB2,587,616,600. The consideration for the share of the contribution amount to be borne by Shandong Company and, where applicable, Shandong Company (HK) will be paid by Shandong Company and, where applicable, Shandong Company (HK), respectively. Following completion of the Transaction, the financial results of each of the Project Companies will be consolidated into the financial statements of Shandong Company.

According to the relevant percentage ratios as calculated pursuant to Rule 14.07 of the Hong Kong Listing Rules, the Transaction (calculated on an aggregated basis) does not constitute a notifiable transaction under Chapter 14 of the Hong Kong Listing Rules. However, the Transaction (calculated on an aggregated basis) constitutes a connected transaction under Chapter 14A of the Hong Kong Listing Rules. As the scale of the Transaction 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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I. INTRODUCTION OF THE CONNECTED TRANSACTION

On 3 November 2021, Shandong Company (the controlling subsidiary of the Company) and Shandong Company (HK), entered into the Joint Venture Agreement of Guan County New Energy Project and the Joint Venture Agreement of Weifang Binhai District New Energy Project with Huaneng Treasury. On the same day, Shandong Company and Huaneng Treasury entered into the Joint Venture Agreement of Fushan Photovoltaic Power Generation Project, the Joint Venture Agreement of Haiyang New Energy Project and the Joint Venture Agreement of Dongming County Matou Town 100 MW Agricultural Photovoltaic Power Generation Project.

Pursuant to the Joint Venture Agreements, Shandong Company, Huaneng Treasury and, where applicable, Shandong Company (HK) will jointly fund the establishment of the Project Companies to jointly develop new energy projects. The new energy projects to be jointly developed are set out as follows:

			Shandong		Registered
		Shandong	Company	Huaneng	capital
	Project name	Company	(HK)	Treasury	(RMB0’000)
1.	Guan County New Energy Project	29%	36%	35%	149,395.00
2.	Weifang Binhai District New Energy Project	20%	45%	35%	40,000.00
3.	Fushan Photovoltaic Power Generation Project	65%	–	35%	14,154.57
4.	Haiyang New Energy Project	65%	–	35%	42,254.62
5.	Dongming County Matou Town 100 MW	65%	–	35%	12,957.47
	Agricultural Photovoltaic Power
	Generation Project

The total investment in the formation of Project Companies is RMB2,587,616,600. The consideration for the share of the contribution amount to be borne by Shandong Company and, where applicable, Shandong Company (HK) will be paid by Shandong Company and, where applicable, Shandong Company (HK), respectively. Following completion of the Transaction, the financial results of each of the Project Companies will be consolidated into the financial statements of Shandong Company.

II. 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.

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Huaneng Treasury, which is principally engaged in issuing bonds, making capital contributions 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 a 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.

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 wholly-owned 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 constitutes a connected transaction of the Company.

III. MAJOR INFORMATION OF THE CONNECTED TRANSACTION

(1) Joint Venture Agreement of Guan County New Energy Project

The principal terms of the Joint Venture Agreement of Guan County New Energy Project are set out as follows:

1. Date

2. 3 November 2021

3. Parties

4. 3 -

5. (1) Shandong Company

6. (2) Shandong Company (HK)

7. (3) Huaneng Treasury

8. Registered capital and shareholdings

The registered capital of Guan County New Energy Project Company shall be RMB1,493,950,000, of which, Shandong Company will contribute RMB433,245,500 in cash in RMB, representing 29% of the registered capital; Shandong Company (HK) will contribute RMB537,822,000 in cash in US dollars, representing 36% of the registered capital; and Huaneng Treasury will contribute RMB522,882,500 in cash in US dollars, representing 35% of the registered capital.

1. Principle of capital contribution

Upon the establishment of Guan County New Energy Project Company, the shareholders will complete the capital contribution in accordance with the requirements of local governments and the needs of Guan County New Energy Project Company, according to their respective shareholdings simultaneously and in the same proportion.

1. Organization structure

Guan County New Energy Project Company shall establish a board of directors with 5 members, including 2 directors to be appointed by Huaneng Treasury, 1 director to be appointed by Shandong Company (HK), and 2 directors to be appointed by Shandong Company. Guan County New Energy Project Company shall establish a board of supervisors with 3 members, including 1 supervisor to be appointed by Huaneng Treasury, 1 supervisor to be appointed by Shandong Company, and 1 employee supervisor.

(2) Joint Venture Agreement of Weifang Binhai District New Energy Project

The principal terms of the Joint Venture Agreement of Weifang Binhai District New Energy Project are set out as follows:

1. Date

3 November 2021

1. Parties

2. 4 -

3. (1) Shandong Company

4. (2) Shandong Company (HK)

5. (3) Huaneng Treasury

6. Registered capital and shareholdings

The registered capital of Weifang Binhai District New Energy Project Company shall be RMB400 million, of which, Shandong Company will contribute RMB80 million in cash in RMB, representing 20% of the registered capital; Shandong Company (HK) will contribute RMB180 million in cash in US dollars, representing 45% of the registered capital; and Huaneng Treasury will contribute RMB140 million in cash in US dollars, representing 35% of the registered capital.

1. Principle of capital contribution

Upon the establishment of Weifang Binhai District New Energy Project Company, the shareholders will complete the capital contribution in accordance with the requirements of local governments and the needs of Weifang Binhai District New Energy Project Company, according to their respective shareholdings simultaneously and in the same proportion.

1. Organization structure

Weifang Binhai District New Energy Project Company shall establish a board of directors with 7 members, including 2 directors to be appointed by Huaneng Treasury, 2 director to be appointed by Shandong Company (HK), 2 directors to be appointed by Shandong Company, and 1 employee director. Weifang Binhai District New Energy Project Company shall establish a board of supervisors with 3 members, including 1 supervisor to be appointed by Huaneng Treasury, 1 supervisor to be appointed by Shandong Company, and 1 employee supervisor.

(3) Joint Venture Agreement of Fushan Photovoltaic Power Generation Project

The principal terms of the Joint Venture Agreement of Fushan Photovoltaic Power Generation Project are set out as follows:

1. Date

3 November 2021

1. Parties

2. 5 -

3. (1) Shandong Company

4. (2) Huaneng Treasury

5. Registered capital and shareholdings

The registered capital of Fushan Photovoltaic Power Generation Project Company shall be RMB141,545,700. Shandong Company will contribute RMB92,004,700 in cash in RMB, representing 65% of the registered capital; and Huaneng Treasury will contribute RMB49,541,000 in cash in US dollars, representing 35% of the registered capital.

1. Principle of capital contribution

Upon the establishment of Fushan Photovoltaic Power Generation Project Company, the shareholders will complete the capital contribution in accordance with the requirements of local governments and the needs of Fushan Photovoltaic Power Generation Project Company, according to their respective shareholdings simultaneously and in the same proportion.

1. Organization structure

Fushan Photovoltaic Power Generation Project Company shall establish a board of directors with 5 members, including 3 members to be appointed by Shandong Company and 2 members appointed by Huaneng Treasury. Fushan Photovoltaic Power Generation Project Company shall establish a board of supervisors with 3 members, including 1 member to be appointed by Shandong Company and 1 member to be appointed by Huaneng Treasury, and 1 employee supervisor.

(4) Joint Venture Agreement of Haiyang New Energy Project

The principal terms of the Joint Venture Agreement of Haiyang New Energy Project are set out as follows:

1. Date

2. 3 November 2021

3. Parties

4. (1) Shandong Company

5. (2) Huaneng Treasury

6. 6 -

7. Registered capital and shareholdings

The registered capital of Haiyang New Energy Project Company shall be RMB422,546,200. Shandong Company will contribute RMB274,655,030 in cash in RMB, representing 65% of the registered capital; and Huaneng Treasury will contribute RMB147,891,170 in cash in US dollars, representing 35% of the registered capital.

1. Principle of capital contribution

Upon the establishment of Haiyang New Energy Project Company, the shareholders will complete the capital contribution in accordance with the requirements of local governments and the needs of Haiyang New Energy Project Company, according to their respective shareholdings simultaneously and in the same proportion.

1. Organization structure

Haiyang New Energy Project Company shall establish a board of directors with 5 members, including 3 directors to be appointed by Shandong Company and 2 directors to be appointed by Huaneng Treasury. Haiyang New Energy Project Company shall establish a board of supervisors with 3 members, including 1 supervisor to be appointed by Huaneng Treasury, 1 supervisor to be appointed by Shandong Company, and 1 employee supervisor.

(5) Joint Venture Agreement of Dongming County Matou Town 100 MW Agricultural Photovoltaic Power Generation Project

The principal terms of the Joint Venture Agreement of Dongming County Matou Town 100 MW Agricultural Photovoltaic Power Generation Project are set out as follows:

1. Date

2. 3 November 2021

3. Parties

4. (1) Shandong Company

5. (2) Huaneng Treasury

6. Registered capital and shareholding

7. 7 -

The registered capital of Dongming County Matou Town 100 MW Agricultural Photovoltaic Power Generation Project Company shall be RMB129,574,700. Shandong Company will contribute RMB84,223,600 in cash in RMB, representing 65% of the registered capital; and Huaneng Treasury will contribute RMB45,351,100 in cash in US dollars, representing 35% of the registered capital.

1. Principle of capital contribution

Upon the establishment of Dongming County Matou Town 100 MW Agricultural Photovoltaic Power Generation Project Company, the shareholders will complete the capital contribution in accordance with the requirements of local governments and the needs of Dongming County Matou Town 100 MW Agricultural Photovoltaic Power Generation Project Company, according to their respective shareholdings simultaneously and in the same proportion.

1. Organization structure

Dongming County Matou Town 100 MW Agricultural Photovoltaic Power Generation Project Company shall establish a board of directors with 5 members, including 2 directors to be appointed by Huaneng Treasury and 3 directors to be appointed by Shandong Company. Dongming County Matou Town 100 MW Agricultural Photovoltaic Power Generation Project Company shall establish a board of supervisors with 3 members, including 1 supervisor to be appointed by Huaneng Treasury, 1 supervisor to be appointed by Shandong Company, and 1 employee supervisor.

The Joint Venture Agreements shall become effective upon being duly signed by the parties to the Joint Venture Agreements.

IV. PURPOSE OF THE CONNECTED TRANSACTION AND THE IMPACT ON THE COMPANY

In order to increase the proportion of the clean energy installed capacity of the Company, optimize the industrial structure and meet the development and construction requirements of new energy projects in Shandong province, it is planned to establish Guan County New Energy Project Company, Weifang Binhai District New Energy Project Company, Fushan Photovoltaic Power Generation Project Company, Haiyang New Energy Project Company and Dongming County Matou Town 100 MW Agricultural Photovoltaic Power Generation Project Company.

Following completion of the Transaction, the financial results of each of the Project Companies will be consolidated into the financial statements of Shandong Company. The Transaction will not have a significant impact on the Company’s financial status, and there does not exist any situation that will jeopardise the interest of the Company and its shareholders.

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V. IMPLICATIONS UNDER THE HONG KONG LISTING RULES

According to the relevant percentage ratios as calculated pursuant to Rule 14.07 of the Hong Kong Listing Rules, the Transaction (calculated on an aggregated basis) does not constitute a notifiable transaction under Chapter 14 of the Hong Kong Listing Rules. However, the Transaction (calculated on an aggregated basis) constitutes a connected transaction under Chapter 14A of the Hong Kong Listing Rules. As the scale of the Transaction 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.

In addition, if the Company executes any of the terms of the Joint Venture Agreements, the Company will, where applicable, execute the same in accordance with the compliance and disclosure requirements of the Hong Kong Listing Rules and other regulations.

VI. PROCEDURAL MATTER RELATING TO THE TRANSACTION

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 Transaction. According to the SSE Listing Rules and the Hong Kong Listing Rules, Messrs. Zhao Keyu, Zhao Ping, Huang Jian, Wang Kui, Lu Fei and Teng Yu, all being Directors of the Company having related relationship, abstained from voting on the resolution relating to the Transaction.

The board of the Company (including the independent non-executive Directors) is of the view that the Joint Venture Agreements were entered into: (1) on normal commercial terms (on arm’s length basis or on terms no less favorable to the Company than terms available from independent third parties); (2) on terms that are fair and reasonable and are in the interests of the Company and its shareholders as a whole; and (3) in the ordinary and usual course of business of the Company.

VII. 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 nonexecutive director(s))

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“Dongming County Matou 華能 ( 菏澤 ) 能源開發有限公司 Huaneng (Heze) Energy Town 100 MW Agricultural Development Co., Ltd.* (provisional name, subject to final Photovoltaic Power approval by the Administration for Market Regulation), which is Generation Project to be established by Shandong Company and Huaneng Treasury Company” pursuant to the Joint Venture Agreement of Dongming County Matou Town 100 MW Agricultural Photovoltaic Power Generation Project

“Fushan Photovoltaic Power 華能 ( 煙台福山 ) 新能源科技發展有限公司 Huaneng (Yantai Generation Project Fushan) New Energy Technology Development Co., Ltd.* Company” (provisional name, subject to final approval by the Administration for Market Regulation), which is to be established by Shandong Company and Huaneng Treasury pursuant to the Joint Venture Agreement of Fushan Photovoltaic Power Generation Project

• “Haiyang New Energy Project 華能海陽光伏科技有限公司Huaneng Haiyang Photovoltaic Company” Technology Co., Ltd.* (provisional name, subject to final approval by the Administration for Market Regulation), which is established by Shandong Company and Huaneng Treasury pursuant to the Joint Venture Agreement of Haiyang New Energy Project

• “Guan County New Energy 華能(聊城冠縣)新能源開發有限公司Huaneng (Liaocheng Guan Project Company” County) New Energy Development Co., Ltd.* (provisional name, subject to final approval by the Administration for Market Regulation), which is to be established by Shandong Company, Shandong Company (HK) and Huaneng Treasury according to the Joint Venture Agreement of Guan County New Energy Project

“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

• “Hong Kong Stock Exchange” 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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“Joint Venture Agreement(s)”

collectively, the Joint Venture Agreement of Guan County New Energy Project, the Joint Venture Agreement of Weifang Binhai District New Energy Project, the Joint Venture Agreement of Fushan Photovoltaic Power Generation Project, the Joint Venture Agreement of Haiyang New Energy Project and the Joint Venture Agreement of Dongming County Matou Town 100 MW Agricultural Photovoltaic Power Generation Project

• “Joint Venture Agreement of the Joint Venture Agreement of Dongming County Matou Town Dongming County Matou 100 MW Agricultural Photovoltaic Power Generation Project Town 100 MW Agricultural signed by Shandong Company and Huaneng Treasury on 3 Photovoltaic Power November 2021 Generation Project”

• “Joint Venture Agreement of the Joint Venture Agreement of Fushan Photovoltaic Power Fushan Photovoltaic Power Generation Project signed by Shandong Company and Huaneng Generation Project” Treasury on 3 November 2021

• “Joint Venture Agreement of the Joint Venture Agreement of Guan County New Energy Project Guan County New Energy signed by Shandong Company, Shandong Company (HK) and Project” Huaneng Treasury on 3 November 2021

• “Joint Venture Agreement of the Joint Venture Agreement of Haiyang New Energy Project Haiyang New Energy signed by Shandong Company and Huaneng Treasury on 3 Project” November 2021

• “Joint Venture Agreement of the Joint Venture Agreement of Weifang Binhai District New Weifang Binhai District Energy Project signed by Shandong Company, Shandong Company New Energy Project” (HK) and Huaneng Treasury on 3 November 2021

“PRC” or “China” the People’s Republic of China “Pro-Power Investment” Pro-Power Investment Limited “Project Company(ies)” collectively, Guan County New Energy Project Company, Weifang Binhai District New Energy Project Company, Fushan Photovoltaic Power Generation Project Company, Haiyang New Energy Project Company, and Dongming County Matou Town 100 MW Agricultural Photovoltaic Power Generation Project Company “RMB” Renminbi, the lawful currency of the PRC “SSE Listing Rules” Rules Governing the Listing of Securities on Shanghai Stock Exchange

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“Shandong Company”

Huaneng Shandong Power Generation Co., Ltd.

“Shandong Company (HK)” Huaneng Shandong (HK) Investment Limited “Transaction” the establishment of the Project Company pursuant to the terms and conditions of the Joint Venture Agreement

• “Weifang Binhai District New 華能(濰坊濱海區)新能源有限公司Huaneng (Weifang Binhai) New Energy Project Company” Energy Co., Ltd.* (provisional name, subject to final approval by the Administration for Market Regulation), which is to be established by Shandong Company, Shandong Company (HK), and Huaneng Treasury pursuant to the Joint Venture Agreement of Weifang Binhai District New Energy Project

“USD”

the U.S. dollars, the lawful currency of the United States

• 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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