China Literature Limited — Proxy Solicitation & Information Statement 2004

Sep 27, 2004

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CHINA GAS HOLDINGS LIMITED 中國燃氣控股有限公司[*]

(Incorporated in Bermuda with limited liability) (Stock Code: 384)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of China Gas Holdings Limited (the “Company”) will be held at 10:00 a.m. on 12 October 2004 at 16th Floor, AXA Centre, No. 151 Gloucester Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT the sale and purchase agreement (the “ Great Sun Agreement ”, a copy of which has been produced at the meeting marked “ A ” and signed by the chairman of the meeting for the purpose of identification) dated 19 August 2004 and entered into between Famestar Investment Limited (“ Famestar ”) as vendor and the Company as purchaser, whereby Famestar agreed to dispose of and the Company agreed to acquire (i) the entire issued share capital of Great Sun Investments Ltd. (嘉旭投資有限公司) (“ Great Sun ”); and (ii) all obligations, liabilities and debts owing or incurred by Great Sun to Famestar on or at any time prior to completion of the Great Sun Agreement, and the transactions contemplated thereunder, be and are hereby approved and that the board of directors of the Company (the “ Board ”) be and is hereby authorised to take such action as may in the opinion of the Board be necessary or desirable to give effect to the Great Sun Agreement.”

2. “ THAT the share transfer agreement (the “ Hanchuan Agreement ”, a copy of which has been produced at the meeting marked “ B ” and signed by the chairman of the meeting for the purpose of identification) dated 19 August 2004 and entered into between 北京裕隆倉 燃氣技術有限公司 (Beijing Yu Long Cang Gas Technology Co. Ltd.) (“ Beijing YLC ”) as vendor and 中亞燃氣實業(深圳)有限公司 (Central Asia Natural Gas (Shenzhen) Company Limited (“ Shenzhen Natural Gas ”) as purchaser, whereby Beijing YLC agreed to dispose of and Shenzhen Natural Gas agreed to acquire 10% equity interests in 漢川嘉旭天然氣有 限公司 (Hanchuan Jiaxu Gas Co. Ltd.), and the transactions contemplated thereunder, be and are hereby approved and that the Board be and is hereby authorised to take such action as may in the opinion of the Board be necessary or desirable to give effect to the Hanchuan Agreement.”

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1. “ THAT the share transfer agreement (the “ Xiaogan Agreement ”, a copy of which has been produced at the meeting marked “ C ” and signed by the chairman of the meeting for the purpose of identification) dated 19 August 2004 and entered into between Beijing YLC as vendor and Shenzhen Natural Gas as purchaser, whereby Beijing YLC agreed to dispose of and Shenzhen Natural Gas agreed to acquire 10% equity interests in 孝感嘉旭天然氣有限 公司 (Xiaogan Jiaxu Gas Co. Ltd.), and the transactions contemplated thereunder, be and are hereby approved and that the Board be and is hereby authorised to take such action as may in the opinion of the Board be necessary or desirable to give effect to the Xiaogan Agreement.”

2. “ THAT the share transfer agreement (the “ Yingcheng Agreement ”, a copy of which has been produced at the meeting marked “ D ” and signed by the chairman of the meeting for the purpose of identification) dated 19 August 2004 and entered into between Beijing YLC as vendor and Shenzhen Natural Gas as purchaser, whereby Beijing YLC agreed to dispose of and Shenzhen Natural Gas agreed to acquire 10% equity interests in 應城嘉旭天然氣有 限公司 (Yingcheng Jiaxu Gas Co. Ltd.), and the transactions contemplated thereunder, be and are hereby approved and that the Board be and is hereby authorised to take such action as may in the opinion of the Board be necessary or desirable to give effect to the Yingcheng Agreement.”

3. “ THAT the share transfer agreement (the “ Yumeng Agreement ”, a copy of which has been produced at the meeting marked “ E ” and signed by the chairman of the meeting for the purpose of identification) dated 19 August 2004 and entered into between Beijing YLC as vendor and Shenzhen Natural Gas as purchaser, whereby Beijing YLC agreed to dispose of and Shenzhen Natural Gas agreed to acquire 10% equity interests in 雲夢嘉旭天然氣有限 公司 (Yumeng Jiaxu Gas Co. Ltd.), and the transactions contemplated thereunder, be and are hereby approved and that the Board be and is hereby authorised to take such action as may in the opinion of the Board be necessary or desirable to give effect to the Yumeng Agreement.”

By order of the Board China Gas Holdings Limited Liu Ming Hui Managing Director

Hong Kong, 24 September 2004

Registered office: Head office and principal place of business in Hong Kong: Clarendon House 16th Floor 2 Church Street AXA Centre Hamilton HM 11 No. 151 Gloucester Road Bermuda Wanchai Hong Kong

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Notes:

1. A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, at the offices of the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the above meeting or any adjournment thereof, should he so wish.

3. In the case of joint holders of shares, any one of such holders may vote at the meeting, either personally or by proxy, in respect of such shares as if he was solely entitled thereto, but if more than one of such joint holders are present at the meeting personally or by proxy, that one of the said persons so present whose name stands first in the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

4. Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, voting on the above ordinary resolutions will be taken by way of poll.

As at the date of this announcement, Mr. Li Xiaoyun, Mr. Xu Ying, Mr. Liu Ming Hui, Mr. Ma Jin Long and Mr. Zhu Wei Wei are the executive Directors, Mr. Wu Bangjie is the non-executive Director and Mr. Zhao Yu Hua, Dr. Mao Er Wan and Ms. Wong Sin Yue, Cynthia are the independent non-executive Directors.

• For identification purposes only

Please also refer to the published version of this announcement in The Standard.

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