Netjoy Holdings Limited — Capital/Financing Update 2021

Oct 26, 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 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)

ANNOUNCEMENT ON THE SETTLEMENT OF FUNDRAISING INVESTMENT PROJECTS AND USE OF REMAINING PROCEEDS TO PERMANENTLY REPLENISH WORKING CAPITAL

On 26 October 2021, the eighteenth meeting of the tenth session of the board of directors of Huaneng Power International, Inc. (the “ Company ”) considered and approved the Proposal Regarding the Settlement of Fundraising Investment Projects and Use of Remaining Proceeds to Permanently Replenish Working Capital, at which, the settlement of fundraising investment projects and use of remaining proceeds as well as its interest derived therefrom in a sum not exceeding RMB918,769,100, representing 28.31% of the net raised funds, to permanently replenish working capital were approved, with the actual amounts would be based on the amounts in the special account(s) on the date of transfer. Opinions with consent have been given by the supervisory committee and independent directors, provided that the proposal is subject to consideration and approval at the general meeting of the Company. The details are as follows:

I. BASIC INFORMATION ON THE RAISED FUNDS

As approved by the China Securities Regulatory Commission with the “Approval on the Nonpublic Issuance of Shares by Huaneng Power International, Inc.” (Zheng Jian Xu Ke No.2018 696), the Company issued 497,709,919 ordinary shares (A shares) by way of non-public issuance to seven target subscribers. The total proceeds raised from such non-public issuance of A Shares were RMB3,259,999,969.45, with the net proceeds amounted to RMB3,245,329,969.59 after deducting the underwriting fees and commissions. As of 10 October 2018, all the funds raised have been received. The above-mentioned raised funds have been put in place and have been verified by KPMG Huazhen Certified Public Accountants (Special General Partnership), and a Capital Verification Report (KPMG Huazhen Yanzi No. 1800388) has been issued.

The Company carried out special account depository management on the raised funds. After the raised funds were received, the Company signed custodian agreement(s) for the raised funds with the sponsors and commercial banks. All the funds have been deposited in the special account(s) for the raised funds.

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II. BASIC INFORMATION ON THE FUNDRAISING INVESTMENT PROJECTS

Pursuant to the Plan for the 2017 Non-public Issuance of A Shares of Huaneng Power International, Inc. (Amended Version) disclosed by the Company, the proceeds from the Company’s non-public issuance of A Shares will be invested in the following projects after deducting the issuance expenses:

			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	360,000.00	72,000.00
	Guangdong (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	401,300.00	72,234.00
	Hainan (700MW)
6	Ruijin Coal-fired Project Phase II in	719,000.00	73,338.00
	Jiangxi (2000MW)
	Total	2,216,118.85	500,000.00

If the actual net proceeds raised was less than the amount of proceeds proposed to be invested, the insufficient part would be raised by the Company itself. Before the fund raised by this nonpublic issuance of A shares was put in place, the Company would invest the fund raised by itself first according to the actual progress of project(s), and replace it after the proceeds were in place.

(I) Change in the fundraising investment projects

In accordance with the resolutions considered and approved at the sixteenth meeting of the ninth session of the board of directors and the eighth meeting of the ninth session of the supervisory committee of the Company held on 11 December 2018, as well as the first extraordinary general meeting for 2019 held on 30 January 2019, given that the actual proceeds raised from the Issuance were less than the aggregate amount of the proceeds proposed to be invested, and on the basis of principle on fulfilling use requirements of the proceeds and minimizing operational risks in fundraising investment projects, the Company adjusted the specific fundraising investment projects, the order of priority and the specific investment amount of each project based on the priority of each project. Based

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on progress in related projects, Yangpu Thermal Power Project in Hainan (700MW) and Ruijin Coal-fired Project Phase II in Jiangxi (2000MW) were excluded from the fundraising investment projects. Moreover, in accordance with the State-owned Assets Supervision and Administration Commission’s requirements concerning deleveraging and controlling ratio of debt/assets, the project capital ratio was adjusted to over 30%. In accordance with the resolutions considered and approved at the twenty-fourth meeting of the ninth session of the board of directors and the thirteenth meeting of the ninth session of the supervisory committee of the Company held on 3 January 2020, as well as the first extraordinary general meeting for year 2020 held on 5 March 2020, Huaneng Dongguan Combined Cycle Cogeneration Limited Liability Company, the implementation subject of Xiegang Gas Turbine Project in Guangdong (800MW), intended to introduce an external shareholder. After such capital introduction, the Company’s shareholding ratio would be 80%, while the investor’s shareholding ratio would be 20%. The implementation subject of the fundraising investment project was changed from a wholly-owned subsidiary of the Company to a controlling subsidiary of the Company.

(II) Actual use of proceeds

As of 30 September 2021, the Company had invested a total of RMB2,343,440,000 of proceeds in fundraising investment projects, and the balance of the proceeds was RMB918,769,100 (including interest of approximately RMB16,879,100), accounting for 28.31% of the net proceeds. Proceeds proposed to be invested in the projects and actual proceeds invested were as follows:

			The total
			amount of		Progress of
		Including:	proceeds		capital
	Total	Total amount	invested as of		investment as
	investment of	of proceeds	the end of		of the end of
	the original	proposed to be	September		September	Project
Fundraising investment projects	project	invested	2021	Deposit bank and account number	2021 (%)	progress
	(RMB0'000)	(RMB0'000)	(RMB0'000)
Xiegang Gas Turbine Project in	360,000.00	104,000.00	52,094.00	Dongguan Branch of Bank of China	50.09	Put into
Guangdong (800MW)				Limited 634070554518		operation
Dafeng Offshore Wind Power	564,815.00	174,231.84	143,800.00	Nanjing Chengnan Branch of Bank of	82.53	Put into
Project in Jiangsu (300MW)				China Limited 537872077686		operation
Mianchi Phoenix Mountain Wind	85,381.85	24,614.56	19,000.00	Zhengzhou Jianshe Road Branch of	77.19	Put into
Power Project in Henan				Industrial and Commercial Bank of		operation
(100MW)				China Limited
				1702020529020113582
Longchi Wind Power Project in	85,622.00	21,686.60	19,450.00	Hefei Shuguang Branch of	89.69	Put into
Anhui (100MW)				Agricultural Bank of China Limited		operation
				12183001040036375

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			The total
			amount of		Progress of
		Including:	proceeds		capital
	Total	Total amount	invested as of		investment as
	investment of	of proceeds	the end of		of the end of
	the original	proposed to be	September		September	Project
Fundraising investment projects	project	invested	2021	Deposit bank and account number	2021 (%)	progress
	(RMB0'000)	(RMB0'000)	(RMB0'000)
Total	1,095,818.85	324,533.00	234,344.00

III. REASONS FOR REMAINING PROCEEDS

The main reasons for the remaining proceeds from the non-public issuance of shares of the Company are set out as below:

1. The Company utilised the proceeds reasonably, effectively, scientifically and prudently in strict compliance with the relevant regulations on the utilisation of proceeds, and strengthened the cost control and management of all aspects of project construction on the premise of ensuring project quality and controlling risks, which lowered the total investment of project and reduced capital investment amounting to RMB505,545,000.

2. The capital investment decreased by RMB216,000,000 resulting from the change of the shareholding of a subsidiary due to its introduction of strategic investors.

3. According to the contract, part of the balance of payment of the retention money have not reached the payment point, the capital investment to be made amounts to RMB180,345,000.

4. Approximately of RMB16,879,100 of interest income was derived from the deposit of the proceeds.

There was a total of RMB918,769,100 in the remaining proceeds due to the above-mentioned reasons.

IV. IMPACT ON THE COMPANY

The Company will utilise the aforementioned remaining proceeds raised for permanent replenishment of the working capital, which will help meet the Company’s working capital needs for daily operations, improve the efficiency of capital use and reduce the Company’s finance costs.

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V. INFORMATION ON SPECIAL OPINIONS

Pursuant to the provisions of Article 19 and Article 20 of the Administrative Measures for Funds Raised by Companies Listed on the Shanghai Stock Exchange (2013 Revision) 《上海證( 券交易所上市公司募集資金管理辦法 (2013年修訂)》): “Subsequent to the completion of a single fundraising investment project, any proposed use of remaining proceeds (including interest income) by the listed company for the purpose of any other fundraising investment projects shall be subject to the consideration and approval of the board and the opinions with explicit consent given by the independent directors, the sponsor and the supervisory committee. The listed company shall report to the Shanghai Stock Exchange and make an announcement thereon within 2 trading days after the board meeting. Any proposed use of remaining proceeds (including interest income) by the listed company in excess of 10% of the net proceeds shall be subject to the approvals of the board of directors and the shareholders’ general meeting and the opinions with explicit consent given by the independent directors, the sponsor and the supervisory committee. The listed company shall report to the Shanghai Stock Exchange and make an announcement thereon within 2 trading days after the board meeting”.

The balance of the said proceeds was RMB918,769,100 (including interest income), accounting for 28.31% of the net proceeds, falling under the case of “the balance of the proceeds (including interest income) in excess of 10% of the net proceeds”, subject to the approvals of the Board and the shareholders’ general meeting and the opinions of the independent directors, the sponsor and the supervisory committee.

(I) Opinions of independent directors

The settlement of fundraising investment projects and use of remaining proceeds as permanent replenishment of working capital by the Company are in line with the Company’s development strategy and actual business needs, and the Company has fulfilled the necessary approval procedures in compliance with the relevant rules such as No.2 Regulatory Guidance on Listed Companies – Regulatory Requirements for Management and Use of Raised Funds of Listed Companies 《上市公司監管指引第( 2 號–上市公司募集資金管理和使用的監管要求》) and the Administrative Measures for Funds Raised by Companies Listed on the Shanghai Stock Exchange 《上海證券交易所上( 市公司募集資金管理辦法》), without harming the interests of the Company and its shareholders. All independent directors unanimously agreed with this arrangement and agreed to submit this proposal to the general meeting of the Company for consideration.

(II) Opinions of the supervisory committee

The Proposal Regarding the Settlement of Fundraising Investment Projects and Use of Remaining Proceeds to Permanently Replenish Working Capital has been considered and approved at the seventeenth meeting of the tenth session of the supervisory committee

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held by the Company on 26 October 2021, at which, the settlement of fundraising investment projects and use of remaining proceeds as well as its interest derived therefrom as permanent replenishment of working capital were approved.

(III) Opinions of the sponsor

The sponsor is of the view that the settlement of fundraising investment projects and use of remaining proceeds as permanent replenishment of working capital have been fulfilled the necessary approval procedures and complied with relevant requirements. The above matters have been made based on the actual needs of the Company, which was beneficial to improving the use efficiency of the Company’s proceeds, strengthening the Company’s operation capacities, reducing financial expenses, meeting the Company’s needs for liquidity due to business growth without harming the interests of the shareholders and was conducive to the long-term development of the Company and in the interest of shareholders as a whole. Such matters shall be submitted to the general meeting of the Company for consideration and put into implementation when relevant statutory procedures are fulfilled and relevant information disclosure are made. The sponsor agrees to the settlement of fundraising investment projects and use of remaining proceeds as permanent replenishment of working capital.

A circular containing, among others, the details of the Proposal Regarding the Settlement of Fundraising Investment Projects and Use of Remaining Proceeds to Permanently Replenish Working Capital and the notice of the Company’s extraordinary general meeting will be despatched to each shareholder as soon as practicable.

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:

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 27 October 2021

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