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 orcompleteness and expressly disclaim any liability whatsoever for any loss howsoever arising from or inreliance upon the whole or any part of the contents of this announcement.
This announcement is not an offer to purchase or a solicitation of an offer to sell securities and neither
this announcement nor anything herein forms the basis for any contract or commitment whatsoever. Thisannouncement does not constitute, and may not be used in connection with, any form of offer or solicitationin any place where such offers or solicitations are not permitted by law. This announcement is not for
release, publication or distribution in or into, or to any person resident and/or located in, any jurisdiction
where such release, publication or distribution is unlawful.

(Incorporated in the Cayman Islands with limited liability)(Stock Code: 2688)

OFFER TO PURCHASE FOR CASH
OF UP TO US$150,000,000 IN PRINCIPAL AMOUNT OF
2.625% SENIOR NOTES DUE 2030 (THE “NOTES”)(Debt Stock Code: 40383)

The Company is making an offer to purchase the Notes for cash of up to the Tender Cap under a modifiedDutch auction procedure. The Company has made available to the Holders the Offer to Purchase setting
forth, among other things, the terms and conditions of the Tender Offer. The Tender Offer commences
on 8 November 2023 and will expire at 5:00 p.m., New York City time, on 8 December 2023, unlessextended or earlier terminated by the Company in its sole discretion.
The Tender Offer is part of the balance sheet management activities of the Group, and is being made toreduce the Group’s outstanding non-functional currency denominated debts, so as to reduce foreignexchange risk and to optimise the Group’s capital structure. The Company believes that the Tender Offer
provides an opportunity to the Holders to gain liquidity with respect to the Notes (by tendering theirNotes for purchase by the Company) that might not otherwise be available to the Holders.
HSBC is acting as the dealer manager and Kroll Issuer Services Limited is acting as the information andtender agent in relation to the Tender Offer.

1This announcement is made by the Company pursuant to the Inside Information Provisions (as defined
under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Lawsof Hong Kong) and Rule 13.09(2) and Rule 37.47B of the Listing Rules.
BACKGROUND
On 17 September 2020, the Company issued the Notes in the aggregate principal amount of
US$750,000,000 at a rate of 2.625% per annum, which will mature on 17 September 2030, unless earlier
redeemed pursuant to the terms and conditions thereof.
Reference is made to the announcement of the Company dated 17 September 2020 in relation to theissuance of the Notes by the Company. As of the date of this announcement, the outstanding aggregate
principal amount of the Notes is US$750,000,000. The Notes are listed on The Stock Exchange of HongKong Limited.
THE TENDER OFFER
The Company is making an offer to purchase the Notes for cash of up to the Tender Cap under a modifiedDutch auction procedure. The Company reserves the right, but is not obligated, to increase the Tender Cap
in its sole discretion without extending the Withdrawal Date or otherwise reinstating withdrawal rights.
As at the date of this announcement, the Company has made available through the information and tenderagent, to the Holders the Offer to Purchase setting forth, among other things, the terms and conditions ofthe Tender Offer.
The Tender Offer commences on 8 November 2023 and will expire at 5:00 p.m., New York City time, on
8 December 2023, unless extended or earlier terminated by the Company in its sole discretion. Anannouncement will be made by the Company as soon as reasonably practicable after the relevant decision
in relation to such extension or termination is made.
The Tender Offer will be conducted on the terms and conditions as set forth in the Offer to Purchase. Notes
tendered by the Holders on or before the Early Participation Date, and accepted for purchase by theCompany will receive the Total Consideration, which includes an Early Tender Premium. Holders who
validly tender their Notes after the Early Participation Date will not be eligible to receive the Early Tender
Premium and, accordingly, Holders whose Notes are validly tendered after the Early Participation Dateand on or prior to the Expiration Date and are accepted for purchase pursuant to the Tender Offer will
receive the Tender Offer Consideration consisting of the Total Consideration less the Early TenderPremium.
Following consummation of the Tender Offer, the Notes that are purchased by the Company in the Tender
Offer will be retired and cancelled and no longer remain outstanding obligations. The Notes which are notvalidly tendered and accepted for purchase pursuant to the Tender Offer will remain outstanding.

2

DETERMINATION OF THE TOTAL CONSIDERATION
The following table summarises certain terms of the Tender Offer for each US$1,000 aggregate principal
amount of Notes:
Acceptable Bid Spread Range(basis points) (2)Title of Securities
2.625% Senior Notes due 2030

CUSIP No.

ISIN

Maturity Date

144A:
26876FAC6144A:
US26876FAC68

17 September 2030

Reg S:
G3066LAF8Reg S:
USG3066LAF88

Aggregate
Principal Amount
Outstanding
US$750,000,000

Early Tender
Premium (1)Minimum
SpreadMaximum
Spread

US$30115135

Reference Security
3.875% U.S. Treasury
Bonds due 15 August 2033
(ISIN: US91282CHT18)

Reference
Page
Bloomberg,
FIT1Notes:(1) Per US$1,000 principal amount of Notes accepted for purchase.
(2) Includes the Early Tender Premium but not the Accrued Interest.

The Tender Offer is being conducted pursuant to a modified Dutch auction procedure. Holders who electto participate in the Tender Offer prior to the Early Participation Date must specify a maximum spread(the “Bid Spread”) in excess of the yield to maturity (the “Reference Yield”) of the reference security set
forth in the table above (the “Reference Security”) that such Holder would be willing to accept as thebasis for determining the Total Consideration payable in exchange for each US$1,000 in principal amountof Notes tendered (and not validly withdrawn) in the Tender Offer. For each tender of the Notes, theCompany will determine the Bid Premium for such tender by subtracting the Bid Spread for the Notes
from the Base Spread. The Company will use all of the Bid Premiums received for the Notes tendered onor prior to the Early Participation Date to calculate a Clearing Spread Premium in accordance with theprocedure set forth below. The purchase price for each US$1,000 in principal amount of Notes tendered(and not validly withdrawn) on or before the Early Participation Date and accepted for purchase by theCompany, which includes the Early Tender Premium, will be equal to an amount that would reflect as ofthe date of purchase, a yield to the Maturity Date equal to the sum of (i) the Reference Yield of theReference Security as of 8:00 a.m., New York City time, on the first Business Day following the EarlyParticipation Date, plus (ii) a spread, which consists of the Base Spread less the Clearing Spread Premium,as determined pursuant to the modified Dutch auction procedure (the “Total Consideration”).
DETERMINATION OF THE CLEARING SPREAD PREMIUMThe “Clearing Spread Premium” for the Notes will be determined by the Company by consideration ofthe Bid Premiums of all validly tendered (and not validly withdrawn) Notes on or prior to the Early
Participation Date, in order of the lowest to the highest Bid Premiums. The Clearing Spread Premium willbe: (i) the lowest single premium for all tenders of Notes on or prior to the Early Participation Date suchthat, for all such tenders of Notes whose Bid Spread results in a Bid Premium equal to or less than thislowest single premium, the Company will be able to accept an aggregate principal amount of Notes up tothe Tender Cap under the Tender Offer, taking into account the aggregate principal amount of Notes thathave been validly tendered (and not validly withdrawn), and the prorationing described in the Offer toPurchase, or (ii) in the event that the purchase of all the Notes validly tendered (and not validly withdrawn)
would result in the Company acquiring Notes having an aggregate principal amount of less than the Tender
Cap under the Tender Offer, the Clearing Spread Premium will be the highest Bid Premium with respectto any Notes validly tendered (and not validly withdrawn).

3

PRORATION
If the Notes tendered (and not validly withdrawn) at or below the Clearing Spread Premium would resultin an aggregate principal amount in excess of the Tender Cap, then Holders of the Notes tendered at theClearing Spread Premium will be subject to proration as described in the Offer to Purchase. If on the Early
Participation Date, the aggregate principal amount of Notes validly tendered (and not validly withdrawn)
by the Holders would cause the Company to accept an aggregate principal amount of Notes in excess ofthe Tender Cap, then the Company will not accept any Notes tendered after the Early Participation Date.
If the Tender Offer is not oversubscribed at the Early Participation Date, any Notes validly tendered after
the Early Participation Date and on or prior to the Expiration Date will be deemed to have been tenderedwith a Bid Spread equal to the Tender Offer Consideration and any such tenders after the EarlyParticipation Date will not be used for purposes of calculating the Clearing Spread Premium. TheCompany will accept for purchase Notes validly tendered after the Early Participation Date and on or prior
to the Expiration Date on a prorated basis as described in the Offer to Purchase.
SETTLEMENT
Accrued Interest will be paid on all Notes validly tendered and accepted for purchase by the Company
from and including the last interest payment date to, but not including, the date on which the Notes arepurchased. The Company may elect, following the Early Participation Date and prior to the Expiration
Date, to accept the Notes validly tendered at or prior to the Early Participation Date, provided that allconditions to the Tender Offer have been satisfied or waived by the Company, and Notes accepted on suchdate may be settled on the Early Payment Date. The Final Payment Date is the date that the Company
settles all Notes not previously settled on the Early Payment Date, if any, which the Company expects tobe the third Business Day following the Expiration Date. The Company currently expects the EarlyPayment Date to be 28 November 2023 and the Final Payment Date to be 13 December 2023.
REASONS AND BENEFITS FOR THE OFFER
The Tender Offer is part of the balance sheet management activities of the Group, and is being made toreduce the Group’s outstanding non-functional currency denominated debts, so as to reduce foreignexchange risk and to optimise the Group’s capital structure. The Company believes that the Tender Offer
provides an opportunity to the Holders to gain liquidity with respect to the Notes (by tendering their Notes
for purchase by the Company) that might not otherwise be available to the Holders.
The Company will use cash on hand to consummate the Tender Offer.
FURTHER ANNOUNCEMENTS
The Company may from time to time issue further announcements to inform the shareholders of theCompany, the Holders and potential investors in respect of the progress of the Tender Offer, including, ifany, an increase of the Tender Cap, determination of the Early Acceptance Date, tender results, expected
settlement date and any material change to the terms of the Tender Offer, as and when necessary pursuant
to the Listing Rules and other applicable laws, rules and regulations.

4DEALER MANAGER AND THE INFORMATION AND TENDER AGENTThe Company has appointed HSBC as the dealer manager and Kroll Issuer Services Limited as theinformation and tender agent in relation to the Tender Offer.
OFFER TO PURCHASEThe Offer to Purchase contains important information which should be read carefully by the Holders
before any decision is made with respect to the Tender Offer. The Offer to Purchase and its related
documents are available to the Holders at the following website: https://deals.is.kroll.com/ennenergy.
Holders are recommended to seek their own financial and legal advice, including with regard to any tax
consequences, from their stockbroker, bank manager, solicitor, attorney, tax adviser or other independent
financial or legal adviser.
Questions and requests for assistance in connection with the Tender Offer shall be directed to The
Hongkong and Shanghai Banking Corporation Limited at liability.management@hsbcib.com or +852
3941 0223, +44 207 992 6237 or +1 212 525 5552. Requests by Holders for copies of the Offer to Purchaseand its related documents shall be directed to Mu-yen Lo / Kevin Wong of Kroll Issuer Services Limited
at ennenergy@is.kroll.com or +852 2281 0114.
None of the Company, HSBC, Kroll Issuer Services Limited or their respective management makes any
recommendation as to whether the Holders should tender their Notes in response to the Tender Offer.
GENERAL
This announcement is for information only and is neither an offer to purchase nor a solicitation of
an offer to buy the Notes. The Tender Offer is made only by, and pursuant to the terms of, the Offer
to Purchase, and the information in this announcement is qualified in its entirety by reference to theOffer to Purchase. If any Holder is in any doubt as to the action it should take, it is recommended
to seek its own financial and legal advice, including with regard to any tax consequences, from its
stockbroker, bank manager, solicitor, attorney, tax adviser or other independent financial or legal
adviser. Restrictions on participation in the Tender Offer also apply in the United Kingdom,Australia, South Africa, Italy, Belgium, France, EEA, Hong Kong, PRC, Singapore and the Cayman
Islands and may apply in other jurisdictions.
Dates and time specified in this announcement in connection with the Tender Offer shall be deemed to besuch date and time in New York City, unless otherwise indicated.
DEFINITIONSIn this announcement, the following expressions shall have the meanings set out below unless the context
requires otherwise:-5

“Accrued Interest”

an amount representing the accrued and unpaid interest on
Notes tendered and accepted for purchase by the Company,
from and including the last interest payment date to, but notincluding, the Early Payment Date or the Final Payment Date,as the case may be“Base Spread”

is 145 basis points“Bid Premium”

is determined by subtracting the Bid Spread for the Notes fromthe Base Spread“Bid Spread”

has the meaning given to this term under the section headed“Determination of the Total Consideration”“Board”

the board of directors of the Company“Business Day”

any day, other than Saturday, Sunday or a United States federal
holiday, on which commercial banks and foreign exchange
markets are open for business in New York

“Clearing Spread Premium”

has the meaning given to this term under the section headed“Determination of the Clearing Spread Premium”, which shallbe determined by the Company in accordance with theprocedure set forth in that section“Company”

ENN Energy Holdings Limited, an exempted company
incorporated in the Cayman Islands with limited liability, theshares of which are listed on the Main Board of The Stock
Exchange of Hong Kong Limited“Directors”

the directors of the Company“Early Acceptance Date”

the date on which the Company elects to accept the Notes
validly tendered by Holders on or prior to the Early
Participation Date

“Early Participation Date”

5:00 p.m., New York City time, on 22 November 2023, unlessextended or earlier terminated by the Company in its sole
discretion“Early Payment Date”

the date on which the Company settles the Notes accepted forpurchase by Company on the Early Acceptance Date

“Early Tender Premium”

is equal to US$30 for each US$1,000 principal amount ofNotes accepted for purchase by the Company“Expiration Date”

5:00 p.m., New York City time, on 8 December 2023, subject
to the right of the Company to extend that time and date in its
absolute discretion, in which case the Expiration Date means
the latest time and date to which the Tender Offer is extended“Final Payment Date”

the date on which the Company settles all Notes accepted forpurchase that are not previously settled on the Early Payment
Date, if any6

“Group”

the Company and its subsidiaries“Holders”

holders of the Notes“Hong Kong”

the Hong Kong Special Administrative Region of the People’s
Republic of China“HSBC”The Hongkong and Shanghai Banking Corporation Limited“Listing Rules”

the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited“Maturity Date”

17 September 2030

“Notes”

2.625% Senior Notes due 2030 issued by the Company“Offer to Purchase”

an offer to purchase memorandum dated 8 November 2023
issued to the Holders by the Company in connection with theTender Offer“Reference Security”

has the meaning given to this term under the section headed“Determination of the Total Consideration”“Reference Yield”

has the meaning given to this term under the section headed“Determination of the Total Consideration”“Tender Cap”

US$150,000,000 in principal amount of the Notes, whichamount may be increased by the Company in its sole discretion“Tender Offer”

the offer by the Company to purchase the Notes for cash of up
to the Tender Cap“Tender Offer Consideration”

the Total Consideration less the Early Tender Premium, whichshall be the purchase price for each US$1,000 principal
amount of Notes validly tendered after the Early Participation
Date and on or prior to the Expiration Date and accepted forpurchase by the Company“Total Consideration”

has the meaning given to this term under the section headed“Determination of the Total Consideration”, which shall be thepurchase price for each US$1,000 principal amount of Notes
validly tendered on or before the Early Participation Date andaccepted for purchase by the Company“United States”

the United States of America, its territories and possessions,
any state of the United States, and the District of Columbia“US$”

United States dollars, the lawful currency of the United States“Withdrawal Date”

5:00 p.m., New York City time, on 22 November 2023, unlessextended or earlier terminated by the Company in its sole
discretion“%”

per cent.

7

By order of the BoardENN Energy Holdings Limited
WANG YusuoChairman
Hong Kong, 8 November 2023
As at the date of this announcement, the Board comprises of the following directors: six executive
directors, namely Mr. WANG Yusuo (Chairman), Mr. ZHENG Hongtao (Executive Chairman), Ms. WU
Xiaojing (Chief Executive Officer), Mr. LIU Jianfeng (President), Mr. WANG Dongzhi and Ms. ZHANG
Jin; one non-executive director, namely Mr. WANG Zizheng; and four independent non-executive directors,
namely Mr. MA Zhixiang, Mr. YUEN Po Kwong, Mr. LAW Yee Kwan, Quinn and Ms. WONG Lai, Sarah.

8