Netjoy Holdings Limited — Capital/Financing Update 2021

Jul 27, 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)

CONNECTED TRANSACTION FORMATION OF FENGCHENG COMPANY

On 27 July 2021, Clean Energy Company entered into the Joint Venture Agreement with ProPower Investment. Pursuant to the terms and conditions of the Joint Venture Agreement, Clean Energy Company will jointly establish Fengcheng Company with Pro-Power Investment. Clean Energy Company will subscribe for the registered capital of no more than RMB924 million, and Pro-Power Investment will subscribe for RMB396 million (or equivalent in US dollars). Upon completion of the Transaction, Clean Energy Company will hold 70% of the equity interest of Fengcheng Company, while Pro-Power Investment would hold 30% of the equity interest of Fengcheng 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 also holds a 9.91% direct interest in the Company and holds a 3.01% indirect interest in the Company through its whollyowned subsidiary Hua Neng HK, a 0.84% indirect interest in the Company through Huaneng Treasury, its indirect wholly-owned subsidiary, and a 0.39% indirect interest in the Company through its controlling subsidiary Huaneng Finance. Pro-Power Investment is a wholly-owned subsidiary of Hua Neng HK. According to the Hong Kong Listing Rules, Pro-Power Investment is an associate of the connected person of the Company, and the Transaction constitutes a connected transaction of the Company.

According to the relevant percentage ratios as calculated pursuant to Rule 14.07 of the Hong Kong Listing Rules, the Transaction does not constitute a notifiable transaction under Chapter 14 of the Hong Kong Listing Rules. However, the Transaction 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 Transaction 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

On 27 July 2021, Clean Energy Company entered into the Joint Venture Agreement with ProPower Investment. Pursuant to the terms and conditions of the Joint Venture Agreement, Clean Energy Company will jointly establish Fengcheng Company with Pro-Power Investment. Clean Energy Company will subscribe for the registered capital of no more than RMB924 million, and Pro-Power Investment will subscribe for RMB396 million (or equivalent in US dollars). Upon completion of the Transaction, Clean Energy Company will hold 70% of the equity interest of Fengcheng Company, while Pro-Power Investment would hold 30% of the equity interest of Fengcheng Company. Fengcheng Company will become a subsidiary of Clean Energy Company and the financial results of Fengcheng Company will be consolidated into the financial statements of Clean Energy Company.

Clean Energy Company will pay the consideration for the subscription with its own fund.

II. RELATIONSHIP AMONG THE COMPANY, CLEAN ENERGY COMPANY AND PROPOWER INVESTMENT

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 114,042 MW and the equity based generation capacity is 99,891 MW.

Clean Energy Company, established on 8 July 2013, is a wholly-owned subsidiary of the Company and is principally engaged in the production and supply of electricity, and the investment, construction, operation and management of clean energy projects, etc..

Pro-Power Investment was incorporated 28 May 2003 in Hong Kong. It is a wholly-owned subsidiary of Hua Neng HK and is mainly engaged in investment business.

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 also holds a 9.91% direct interest in the Company and holds a 3.01% indirect interest in the Company through its whollyowned subsidiary Hua Neng HK, a 0.84% indirect interest in the Company through Huaneng Treasury, its indirect wholly-owned subsidiary, and a 0.39% indirect interest in the Company through its controlling subsidiary Huaneng Finance. Pro-Power Investment is a wholly-owned subsidiary of Hua Neng HK. According to the Hong Kong Listing Rules, Pro-Power Investment is an associate of the connected person of the Company, and the Transaction constitutes a connected transaction of the Company.

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As of the date of this announcement, the connected relationship between the Company and ProPower Investment is illustrated as follows:

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Huaneng Group
100%
Hua Neng HK
100% 75%
Pro-Power Investment 9.91% []
25% [*]
HIPDC
32.28%
the Company
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• Huaneng Group, through its wholly-owned subsidiary i.e. Hua Neng HK, indirectly holds 100% of Pro-Power Investment while Pro-Power Investment holds a 25% interest in HIPDC. Therefore, Huaneng Group holds a 25% indirect interest in HIPDC.

• ** Huaneng Group holds a 9.91% direct interest in the Company and holds a 3.01% interest in the Company through its wholly-owned subsidiary Hua Neng HK, a 0.84% indirect interest in the Company through Huaneng Treasury, its controlling subsidiary, and a 0.39% indirect interest in the Company through its controlling subsidiary Huaneng Finance.

III. BASIC INFORMATION OF THE CONNECTED TRANSACTION

The principal terms of the Joint Venture Agreement are set out as follows:

1. Date

27 July 2021

2. Parties

• (1) Clean Energy Company

• (2) Pro-Power Investment

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3. Mode of co-operation

Both parties will establish Fengcheng Company, with Clean Energy Company to contribute 70% and Pro-Power Investment to contribute 30%. The registered capital of Fengcheng Company is RMB1.32 billion. After the establishment of Fengcheng Company, Clean Energy Company will contribute RMB924 million, and Pro-Power Investment will contribute RMB396 million according to the proportion. Of which, the capital contribution by Pro-Power Investment will be the equivalent in US dollars at the central parity rate of the exchange rate announced by the State Administration of Foreign Exchange on the day when the payment takes place. Capital contribution time: Capital injection in batches according to requirements of project progress, but Clean Energy Company shall complete the capital contribution equal to that of Pro-Power Investment before 31 December 2021.

4. Corporate Governance

Fengcheng Company will establish a board of directors comprising 4 directors, with two directors recommended by Clean Energy Company, one director recommended by ProPower Investment and one staff-elected director. The chairman will be recommended by Clean Energy Company and elected by the board of directors.

Fengcheng Company will establish a board of supervisors comprising 4 supervisors, with two supervisors recommended by Clean Energy Company, one supervisor recommended by Pro-Power Investment and one staff-elected supervisor. The chairman will be recommended by Pro-Power Investment and elected by the board of supervisors.

Fengcheng Company has one general manager and several deputy general managers. The general manager and the person in charge of finance will be recommended by Clean Energy Company; the general manager and deputy general managers of the joint venture company will be appointed by the board of directors.

Fengcheng Company will establish a party committee (or general party branch), which is subordinate to the party committee of Clean Energy Company. The party secretary (or party branch secretary) and the discipline inspection secretary will be recommended and appointed by Clean Energy Company.

5. Effectiveness

The Joint Venture Agreement shall come into effect upon being signed by the parties thereto.

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IV. BASIC INFORMATION OF FENGCHENG COMPANY

Fengcheng Company is planned to be jointly funded and established by Clean Energy Company and Pro-Power Investment. Fengcheng Company will develop the photovoltaic base projects in Fengcheng, carry out project feasibility study and design, external delivery and access and consumption, construction and operation of projects.

V. PRICING OF THE TRANSACTION

Clean Energy Company will contribute no more than RMB924 million, and Pro-Power Investment will contribute RMB396 million (or equivalent in US dollars). After the completion of the Transaction, Clean Energy Company will hold 70% of the equity interest of Fengcheng Company, and Pro-Power Investment will hold 30% of the equity interest of Fengcheng Company.

VI. PURPOSE OF THE TRANSACTION AND THE EFFECT 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 photovoltaic base projects in Fengcheng, it is planned to establish Fengcheng Company.

After the completion of the Transaction, Clean Energy Company will consolidate the financial statements of Fengcheng Company. The Transaction will not have a significant impact on the Company’s financial status, and there is no situation that will harm the Company and the interests of its shareholders.

VII. 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 does not constitute a notifiable transaction under Chapter 14 of the Hong Kong Listing Rules. However, the Transaction 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 Transaction 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.

VIII. PROCEDURAL MATTER RELATING TO THE TRANSACTION

On 27 July 2021, the Fifteenth 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, Zhao Keyu, Zhao Ping, Huang Jian,

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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 Directors (including the independent non-executive Directors) are of the view that the Joint Venture Agreement was 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.

IX. DEFINITIONS

• “associate(s)” has the meaning ascribed to it in the Hong Kong Listing Rules

• “Clean Energy Company” Huaneng Jiangxi Clean Energy Co., Ltd. “Company” Huaneng Power International, Inc. “Director(s)” the director(s) of the Company (including independent nonexecutive director(s))

• “Fengcheng Company” Huaneng Fengcheng New Energy Co., Ltd., which Clean Energy Company plans to jointly fund and establish with ProPower Investment (tentative name, subject to the approval of the Market Supervision and Management Department)

• “HIPDC” Huaneng International Power Development Corporation “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange

• “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 Treasury Management (Hong Kong) Limited

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“Joint Venture Agreement” the “Agreement regarding the establishment of a joint venture company between Huaneng Jiangxi Clean Energy Co., Ltd. and Pro-Power Investment Limited” signed between Clean Energy Company and Pro-Power Investment on 27 July 2021 “PRC” or “China” the People’s Republic of China “Pro-Power Investment” Pro-Power Investment Limited

“RMB” Renminbi, the lawful currency of the PRC

“SSE Listing Rules” Rules Governing the Listing of Securities on Shanghai Stock Exchange

“Transaction” according to the terms and conditions of the agreement for establishment of the joint venture company, Clean Energy Company and Pro-Power Investment would jointly fund the establishment of Fengcheng Company. Among which, Clean Energy Company would subscribe for 70% of the registered capital of Fengcheng Company with no more than RMB924 million, and Pro-Power Investment would subscribe for 30% of the registered capital of Fengcheng Company with RMB396 million (or equivalent in US dollars)

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 28 July 2021

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