China Literature Limited — Proxy Solicitation & Information Statement 2014

Jul 16, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Gas Holdings Limited (the ‘‘Company’’), you should at once hand this circular with the accompanying form of proxy, to the purchaser or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.

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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)

(I) RENEWAL OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES;

(II) RE-ELECTION OF DIRECTORS; AND

(III) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (‘‘AGM’’) of the Company to be held at Renaissance Harbour View Hotel Hong Kong, Boardroom 8, Lower Lobby, 1 Harbour Road, Wanchai, Hong Kong on Tuesday, 26 August 2014 at 10:00 a.m. is set out on page 21 to page 25 of this circular. A form of proxy for use at the AGM is enclosed with the 2014 annual report of the Company (the ‘‘Annual Report’’) which has been despatched to the Shareholders together with this circular. Whether or not you intend to attend and vote at the AGM in person, you are requested to complete the form of proxy enclosed with the Annual Report in accordance with the instructions printed thereon and return it to the Company’s branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as practicable but in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish.

17 July 2014

• For identification purposes only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I — Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II — Details of Directors proposed to be re-elected
at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

– i –

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context indicates otherwise:

• ‘‘AGM’’ the annual general meeting of the Company to be held at Renaissance Harbour View Hotel Hong Kong, Boardroom 8, Lower Lobby, 1 Harbour Road, Wanchai, Hong Kong on Tuesday, 26 August 2014 at 10:00 a.m. or at any adjournment thereof

• ‘‘Annual Report’’ the annual report of the Company for the year ended 31 March 2014 dispatched to the Shareholders together with this circular

• ‘‘Approval of Shareholder’’ approval by ordinary resolution of Shareholders in general meeting

• ‘‘associate’’ has the same meaning as ascribed to it under the Listing Rules

• ‘‘Auditors’’ the auditors of the Company from time to time

• ‘‘Board’’ the board of Directors of the Company

• ‘‘Bye-laws’’ the Bye-laws of the Company and Bye-law shall be construed accordingly

• ‘‘Company’’ China Gas Holdings Limited, a company incorporated in Bermuda with limited liability, and the issued shares of which are listed on the Main Board of the Stock Exchange

• ‘‘connected persons’’ has the same meaning as ascribed to it under the Listing Rules

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘Issue Mandate’’ the general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all powers of the Company to allot, issue and otherwise deal with additional Shares up to a maximum of 20% of the aggregate nominal share capital of the Company in issue as at the date of passing of the resolution at the AGM

• ‘‘Group’’ the Company and all of its Subsidiaries

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

– 1 –

DEFINITIONS

• ‘‘Latest Practicable Date’’ 9 July 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘New Share Option Scheme’’ the share option scheme of the Company approved and adopted on 20 August 2013

• ‘‘Repurchase Mandate’’ the general and unconditional mandate proposed to be granted to the Directors at the AGM to authorise them to repurchase up to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution at the AGM

• ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• ‘‘Share(s)’’ the ordinary share(s) of HK$0.01 each in the share capital of the Company

• ‘‘Shareholder(s)’’ the holder(s) of the Shares

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Subsidiary’’ has the meaning given to it in the Listing Rules

• ‘‘Takeovers Code’’ Hong Kong Code on Takeovers and Mergers

• ‘‘%’’ per cent

– 2 –

LETTER FROM THE BOARD

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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)

Executive Directors:

Mr. ZHOU Si (Chairman)

• Mr. LIU Ming Hui

(Executive Chairman, Managing Director and President)

Mr. HUANG Yong (Executive President)

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

• Mr. ZHU Weiwei (Vice President)

• Mr. MA Jinlong (Vice President)

• Mr. CHEN Xinguo (Vice President)

Ms. LI Ching

Non-executive Directors:

Mr. YU Jeong Joon (Vice Chairman)

• Mr. KIM Yong Joong

• (Vice President, alternate to Mr. YU Jeong Joon)

Head office and principal place of business in Hong Kong: Room 1601 16th Floor AXA Centre 151 Gloucester Road Wanchai Hong Kong

Mr. Rajeev MATHUR

• Mr. LIU Mingxing

Independent non-executive Directors:

Mr. ZHAO Yuhua

Dr. MAO Erwan

• Ms. WONG Sin Yue, Cynthia

• Mr. HO Yeung

• Ms. CHEN Yanyan

17 July 2014

To the Shareholders

Dear Sir or Madam,

(I) RENEWAL OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES;

(II) RE-ELECTION OF DIRECTORS; AND

(III) NOTICE OF ANNUAL GENERAL MEETING

• For identification purposes only

– 3 –

LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to provide you with details in relation to the resolutions to be proposed at the AGM; including (i) the proposed Issue Mandate and the proposed Repurchase Mandate; and (ii) re-election of Directors.

GENERAL MANDATE TO ISSUE AND TO REPURCHASE SHARES

By ordinary resolutions passed by the Shareholders on 20 August 2013, the general and unconditional mandates were granted to the Directors to issue Shares and repurchase Shares. Given that the general mandates granted to the Directors to issue and repurchase Shares on 20 August 2013 will expire at the closing of the AGM, the Directors believe that renewal of the general mandates is in the interests of the Company and the Shareholders. Accordingly, the relevant ordinary resolutions will be proposed at the AGM in order to grant the Directors the new general and unconditional mandate to exercise the powers of the Company to issue and repurchase Shares. Shareholders are invited to refer to the Notice of AGM as set out in this Circular for details of the abovementioned ordinary resolutions.

Subject to the passing of the ordinary resolutions of the Repurchase Mandate and Issue Mandate, an ordinary resolution will also be proposed to extend the Issue Mandate by an amount representing the aggregate nominal amount of the Shares repurchased by the Company pursuant to the Repurchase Mandate.

The Issue Mandate, Repurchase Mandate and extension of the Issue Mandate will expire (a) at the conclusion of the next annual general meeting of the Company; or (b) at the expiration of the period within which the next annual general meeting of the Company is required by laws to be held; or (c) the authority given to the Directors thereunder is revoked or varied by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company; whichever is the earliest.

ISSUE MANDATE

At the AGM, an ordinary resolution will be proposed to grant the Directors a general and unconditional mandate to allot, issue and otherwise deal with additional Shares up to a maximum of 20% of the aggregate nominal share capital of the Company in issue as at the date of passing of the resolution at the AGM.

The Company had in issue 5,000,088,561 Shares as at the Latest Practicable Date. Subject to the passing of the proposed resolution for the approval of the Issue Mandate and in accordance with the terms therein and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be authorised to allot and issue a maximum of 1,000,017,712 Shares.

– 4 –

LETTER FROM THE BOARD

REPURCHASE MANDATE

At the AGM, an ordinary resolution will be proposed to grant the Directors a general and unconditional mandate to exercise all powers of the Company to repurchase issued shares in the share capital of the Company subject to the criteria set out in this circular. The Shares which may be repurchased pursuant to the Repurchase Mandate is limited to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution approving the Repurchase Mandate. An explanatory statement containing information relating to the Repurchase Mandate as required pursuant to the Listing Rules is set out in Appendix I to this circular.

RE-ELECTION OF THE DIRECTORS

Pursuant to Bye-law 86(2), the Directors shall have power from time to time and at any time to appoint any person as a Director either to fill a causal vacancy on the Board or, subject to authorisation by the Shareholders, as an addition to the Board. Any Director so appointed by the Board shall hold office only until the next following general meeting (in the case of filling a vacancy) or annual general meeting (in the case of an addition to their number) of the Company and shall then be eligible for re-election at that meeting.

Pursuant to Bye-law 87(1), at each annual general meeting, one-third of the Directors for the time being, or, if their number is not a multiple of three, the number nearest to but not less than one-third, shall retire from office by rotation, provide that every Director shall be subject to retirement at least once every three years. Any Director appointed pursuant to Bye-law 86(2) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.

Pursuant to Bye-law 86(2), Mr. ZHOU Si, Ms. LI Ching, Mr. Rajeev MATHUR and Mr. LIU Mingxing will retire, and being eligible, will offer themselves for re-election at the AGM.

Pursuant to Bye-law 87(1) and the Code Provision A.4.2 of the Corporate Governance Code set out in Appendix 14 to the Listing Rules (‘‘Corporate Governance Code’’), Mr. LIU Ming Hui, Mr. ZHU Weiwei, Mr. MA Jinlong, and Dr. MAO Erwan will retire by rotation, and being eligible, will offer themselves for re-election at the AGM.

Dr. Mao Erwan was appointed on 7 January 2003 and he has served the Company as independent non-executive Director for more than nine years as at the Latest Practicable Date. The Corporate Governance Code recommends that serving more than nine years could be relevant to the determination of a non-executive Director’s independence and that any further appointment of such independent non-executive Director should be subject to a separate resolution to be approved by Shareholders.

– 5 –

LETTER FROM THE BOARD

Notwithstanding that Dr. Mao Erwan has served as independent non-executive Director of the Company for more than nine years, (i) the Board has assessed and reviewed the annual confirmation of independence based on the criteria set out in Rule 3.13 of the Listing Rules, and affirmed that Dr. Mao Erwan remains independent; (ii) the nomination committee of the Company (excluding Dr. Mao Erwan who has abstained from voting) has assessed and is satisfied of the independence of Dr. Mao Erwan; and (iii) the Board considers that Dr. Mao Erwan remains independent of management and free of any relationship which could materially interfere with the exercise of his independent judgment. In view of the factors above and the fact that the experience and knowledge of Dr. Mao Erwan in the business sector in which the Company operates, the Board would recommend him for re-election at the AGM.

Details of the above Directors proposed to be re-elected in the AGM are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

A notice of the AGM is set out on pages 21 to 25 of this circular. To the best knowledge of the Directors, none of the shareholders is required to abstain from voting at the AGM pursuant to the Listing Rules.

A form of proxy for use at the AGM is enclosed with the Annual Report. In order to be valid, the form of proxy must be completed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

The register of members of the Company will be closed from 22 August 2014 (Friday) to 26 August 2014 (Tuesday) (both days inclusive), during which period no transfer of Shares will be registered, for the purpose of determining the identity of the Shareholders entitled to attend and vote at the AGM. In order to qualify for attending and voting at the AGM to be held on 26 August 2014 (Tuesday), all transfers of Shares accompanied by the relevant share certificates and transfer forms, must be lodged with the Company’s branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712– 1716, 17 Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 21 August 2014 (Thursday).

The register of members of the Company will be closed from 1 September 2014 (Monday) to 3 September 2014 (Wednesday) (both days inclusive), during which period no transfer of Shares will be registered, for the purpose of determining the entitlement of the Shareholders to receive the proposed final dividend for the year ended 31 March 2014. Subject to approval of the shareholders at the AGM, the proposed final dividend will be payable to the Shareholders whose names appear

– 6 –

LETTER FROM THE BOARD

on the register of members of the Company on 3 September 2014 (Wednesday). In order to qualify for the proposed final dividend, all transfers of Shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17 Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 29 August 2014 (Friday).

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of Shareholders at the AGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors are of the opinion that the resolutions to be proposed at the AGM as referred in this circular are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholder to vote in favour of the relevant ordinary resolutions set out in the notice of the AGM.

GENERAL INFORMATION

Your attention is also drawn to the additional information set out in the Appendices to this circular.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

On behalf of the Board

CHINA GAS HOLDINGS LIMITED ZHOU Si Chairman

– 7 –

EXPLANATORY STATEMENT

APPENDIX I

This is an explanatory statement given to all Shareholders relating to a resolution to be proposed at the AGM for approving the Repurchase Mandate. This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) and other relevant provisions of the Listing Rules which is set out as follows:

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company was 5,000,088,561 Shares.

Subject to the passing of the ordinary resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 500,008,856 Shares, representing 10% of the entire issued share capital of the Company.

2. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders as a whole.

Whilst it is not possible to anticipate in advance any specific circumstance in which the Directors might consider being appropriate to repurchase the Shares, they believe that an ability to do so would give the Company additional flexibility that would be beneficial to the Company and its Shareholders. This is because such repurchases may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the net asset value per Share and/or earnings per Share. Shareholders can be assured that the Directors would only make such purchases in circumstances where they consider to be in the best interests of the Company.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and Bye-laws and the laws of Bermuda. The laws of Bermuda provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the funds of the company that would otherwise be available for distribution by way of dividend or distribution or the proceeds of a fresh issue of shares made for the purpose. The amount of premium payable on repurchase may only be paid out of either the funds of a Bermuda company that would otherwise be available for distribution by way of dividend or distribution or out of the share premium account of that company. Should the board of a Bermuda company consider it desirable, they would be able to finance the purchase out of funds borrowed against any of the above-mentioned accounts. In addition, under the laws of Bermuda, no purchase by a company of its own shares may be effected if, on the date on which the purchase is to be effected, there are reasonable grounds for believing that the company is, or after the purchase would be, unable to pay its liabilities as they become due. In accordance with the laws of Bermuda, the shares so repurchased would be treated as cancelled but the aggregate amount of authorised share capital would not be reduced.

– 8 –

EXPLANATORY STATEMENT

APPENDIX I

On the basis of the consolidated financial position of the Company as at 31 March 2014 (being the date to which the latest published audited financial statements of the Company have been made up) and in particular the working capital position of the Company at that time and the number of Shares now in issue, the Directors consider that there might be a material adverse impact on the working capital position or the gearing position of the Company in the event that the Repurchase Mandate is exercised in full at any time during the Repurchase Mandate period. However, no purchase would be made in circumstances that would have a material adverse impact on the working capital position or the gearing position of the Company (as compared with the position disclosed in its latest published audited financial statements).

4. SHARE PRICES

The highest and lowest prices at which the Shares traded on the Stock Exchange during each of the following months up to and including the Latest Practicable Date are as follows:

	Price per Share	Price per Share
	Highest	Lowest
	HK$	HK$
July 2013	9.36	7.73
August 2013	8.95	7.81
September 2013	8.59	7.60
October 2013	9.05	8.21
November 2013	10.50	8.32
December 2013	11.48	10.08
January 2014	12.16	10.28
February 2014	12.46	10.36
March 2014	12.74	11.56
April 2014	13.64	11.86
May 2014	13.38	10.70
June 2014	16.22	12.72
July 2014 (up to the Latest Practicable Date)	16.18	15.26

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules, the memorandum of association and Bye-laws and the applicable laws of Bermuda.

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company or the Subsidiaries in the event that the Repurchase Mandate is approved at the AGM and exercised.

– 9 –

EXPLANATORY STATEMENT

APPENDIX I

No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or the Subsidiaries, or have undertaken not to do so, in the event that the Repurchase Mandate is granted by the Shareholders.

6. HONG KONG CODE ON TAKEOVERS AND MERGERS

A repurchase of Shares by the Company may result in an increase in a Shareholder’s proportionate interest in the voting rights of the Company, which will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory general offer in accordance with Rule 26 and 32 of the Takeovers Code.

According to the register kept under Section 336 of the SFO and information received by the Company, as at the Latest Practicable Date, the following Shareholders are taken to have 5% or more of the issued share capital of the Company:

		Percentage of shareholding	Percentage of shareholding	Percentage of shareholding
		in the Company
			Exercise in full
	Number of Shares	As at the Latest	of the	Repurchase
Name of Shareholders	interested	Practicable Date		Mandate
Beijing Enterprises Group Company Limited	1,054,088,132	21.08%		23.42%
	(Note 1)
Beijing Enterprises Group (BVI) Company	1,054,088,132	21.08%		23.42%
Limited	(Note 1)
Beijing Enterprises Holdings Limited	1,054,088,132	21.08%		23.42%
	(Note 1)
Hong Mao Developments Limited	1,054,088,132	21.08%		23.42%
	(Note 1)
LIU Ming Hui	1,011,650,000	20.23%		22.48%
	(Notes 2 and 3)
Joint Coast Alliance Market Development	732,446,000	14.65%		16.28%
Limited	(Notes 2 and 3)
China Gas Group Limited	732,446,000	14.65%		16.28%
	(Notes 2 and 3)
CHIU Tat Jung Daniel	916,565,463	18.33%		20.37%
	(Note 4)
First Level Holdings Limited	916,565,463	18.33%		20.37%
	(Note 4)

– 10 –

EXPLANATORY STATEMENT

APPENDIX I

		Percentage of shareholding	Percentage of shareholding	Percentage of shareholding
		in the Company
			Exercise in full
	Number of Shares	As at the Latest	of the	Repurchase
Name of Shareholders	interested	Practicable Date		Mandate
Fortune Oil PLC	916,565,463	18.33%		20.37%
	(Note 4)
CHEY Taewon	728,813,000	14.58%		16.20%
	(Note 5)
SK C&C Co., Ltd.	728,813,000	14.58%		16.20%
	(Note 5)
SK Holdings Co., Ltd.	728,813,000	14.58%		16.20%
	(Note 5)
SK E&S Co., Ltd.	728,813,000	14.58%		16.20%
	(Note 5)

Notes:

1. Each of Beijing Enterprises Group Company Limited (‘‘BE Group’’), Beijing Enterprises Group (BVI) Company Limited (‘‘BE Group BVI’’) and Beijing Enterprises Holdings Limited (‘‘Beijing Enterprises’’) is deemed to be interested in 1,054,088,132 Shares beneficially owned by Hong Mao Developments Limited (‘‘Hong Mao’’). Hong Mao was wholly-owned by Beijing Enterprises which was deemed to be owned as to 60.74% by BE Group BVI. BE Group BVI was wholly-owned by BE Group.

2. Mr. LIU Ming Hui (‘‘Mr. LIU’’) was deemed to be interested in a total of 1,011,650,000 Shares, comprising (i) 279,204,000 Shares beneficially owned by him; and (ii) 732,446,000 Shares beneficially owned by China Gas Group Limited (‘‘CGGL’’). CGGL was owned as to 50% by Joint Coast Alliance Market Development Limited (‘‘Joint Coast’’) which, in turn, is wholly owned by Mr. LIU.

3. Joint Coast was deemed to be interested in 732,446,000 Shares beneficially owned by CGGL. CGGL is owned as to 50% by Joint Coast which, in turn, is wholly owned by Mr. Liu.

4. Each of Mr. CHIU Tat Jung Daniel (‘‘Mr. CHIU’’), First Level Holdings Limited (‘‘First Level’’) and Fortune Oil PLC was deemed to be interested in a total of 916,565,463 Shares, comprising:

5. (i) 732,446,000 Shares beneficially owned by CGGL. CGGL was owned as to 50% by Fortune Oil PRC Holdings Limited (‘‘Fortune Oil PRC’’);

6. (ii) 156,501,544 Shares beneficially owned by Fortune Oil PRC which is a wholly-owned subsidiary of Fortune Oil PLC. Fortune Oil PLC is owned as to 51.2% by First Level which, in turn, is owned as to 99% by Mr. CHIU; and

7. (iii) 27,617,919 Shares beneficially owned by First Marvel Investment Limited which is a wholly-owned subsidiary of Fortune Oil PLC.

– 11 –

EXPLANATORY STATEMENT

APPENDIX I

1. Each of Mr. CHEY Taewon (‘‘Mr. CHEY’’), SK C&C Co., Ltd (‘‘SK C&C’’), SK Holdings Co., Ltd (‘‘SK Holdings’’) and SK E&S Co., Ltd (‘‘SK E&S’’) was deemed to be interested in a total of 728,813,000 Shares, comprising:

2. (a) 655,805,000 Shares beneficially owned by SK E&S. SK E&S is owned as to 94.13% by SK Holdings. SK Holdings is owned as to 36.92% by SK C&C which, in turn, is owned as to 40% by Mr. CHEY; and

3. (b) 73,008,000 Shares held by Pusan City Gas Co., Ltd. which is owned as to 43.99% by SK E&S.

On the basis that no further Shares are issued or repurchased prior to the AGM, in the event that the Directors exercise in full the Repurchase Mandate, the interests of the above Shareholders would be increased to such percentages of the issued share capital of the Company as set out in the fourth column of the above table. To the best knowledge of the Directors, there are no Shareholder or group of Shareholders acting in concert, who may become obliged to make a mandatory offer under Rule 26 of the Takeovers Code as a consequence of such increase as a result of the Repurchase Mandate exercised in full.

7. SHARE REPURCHASES MADE BY THE COMPANY

The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

– 12 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Stated below are the details of the directors who will retire and be eligible for re-election at the AGM in accordance with the Bye-laws:

Mr. ZHOU Si (‘‘Mr. ZHOU’’), aged 57, was appointed as an executive Director in August 2013 and is currently the Chairman of the Board of the Company and the chairman of Corporate Governance and Risk Control Committee. Mr. ZHOU is the Vice Chairman, Executive Director and Chief Executive Officer of Beijing Enterprises Holdings Limited (stock code: 392) (‘‘Beijing Enterprises’’). Mr. ZHOU is also Vice Chairman of Beijing Enterprises Group Company Limited (‘‘BE Group’’). Mr. ZHOU received a bachelor’s degree in science (Physics) from Capital Normal University in 1982, an MBA degree from School of Economics and Management, Tsinghua University in 1998 and possesses the title of Senior Economist. From 1984 to 2003, Mr. ZHOU worked with Comprehensive Planning Department of Urban Management Commission of Beijing Municipality as Chief Officer, Deputy Director and Director; and later worked as Deputy Director of Urban Management Commission of Beijing Municipality. He has extensive experience in urban management, economics, finance and enterprise management.

Beijing Enterprises is a substantial shareholder of the Company, holding indirectly, 1,054,088,132 Shares (‘‘Beijing Enterprises’ Shares’’), representing 21.08% of the issued share capital of the Company through its wholly-owned subsidiary, Hong Mao Developments Limited, as at the Latest Practicable Date. BE Group is also the ultimate controlling shareholder of Beijing Enterprises.

Save as disclosed above, Mr. ZHOU has not held any other directorships in publicly listed companies, whether in Hong Kong or overseas, during the last three years and as at the Latest Practicable Date. Mr. ZHOU is not connected with any Directors, chief executive or substantial Shareholders and he has no family relationships with any Directors, senior management or substantial or controlling Shareholders of the Company (as defined in the Listing Rules). As at the Latest Practicable Date, Mr. ZHOU does not hold any other positions with the Group.

As at the Latest Practicable Date, there is a service contract between the Company and Mr. ZHOU in his capacity as an executive Director of the Company under which Mr. ZHOU is entitled to a monthly salary of HK$20,000 and an annual allowance of HK$1,000,000 in his capacity as the Chairman of the Board. Mr. ZHOU is also entitled to a director’s fee and discretionary bonus as may be approved by the Remuneration Committee with reference to his roles and responsibilities and the prevailing market conditions. As at the Latest Practicable Date, Mr. ZHOU waived the monthly salary, the annual allowance, the director’s fee and discretionary bonus mentioned above. Mr. ZHOU has no designated length of service but he is subject to retirement by rotation and reelection at annual general meeting of the Company in accordance with the Bye-laws of the Company.

As at the Latest Practicable Date, Mr. ZHOU had a derivative interest in 4,000,000 Shares in the Company within the meaning of Part XV of the SFO, which represents Mr. ZHOU’s entitlement to subscribe for 4,000,000 Shares upon exercise of the options granted to Mr. ZHOU under the

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

New Share Option Scheme. Save as disclosed above, Mr. ZHOU does not have any interests in the Shares within the meaning of Part XV of the SFO. Mr. ZHOU does not hold any shares in Beijing Enterprises nor is he interested in the Beijing Enterprises’ Shares.

Save as disclosed above, the Board is not aware of any other information to be disclosed pursuant to the requirement of the Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that needs to be brought to the attention of the Shareholders of the Company.

Mr. LIU Ming Hui (‘‘Mr. LIU’’), aged 51, was appointed as an executive Director in September 2012 and is currently the Executive Chairman, Managing Director and President of the Company, member of the Executive Committee, the Nomination Committee and the Remuneration Committee and director of various subsidiaries of the Company. Mr. LIU was appointed as nonexecutive Director on 17 August 2012 and has been elected as an executive Director of the Company in September 2012. Mr. LIU was a non-executive Director of the Company from April 2002 to July 2002, an executive Director of the Company from July 2002 to April 2011 and the managing Director of the Company from July 2002 to January 2011. Mr. LIU graduated from Hebei Normal University in the Faculty of Mathematics, and has substantial working experiences in the infrastructure and energy industry in the People’s Republic of China. Mr. LIU is the founder of the Company. Mr. LIU is the elder brother of Mr. LIU Mingxing, a non-executive Director of the Company.

As at the Latest Practicable Date, Mr. LIU was deemed to be interested in 1,011,650,000 Shares, representing approximately 20.23% of the total issued share capital of the Company; comprising (i) 279,204,000 Shares beneficially owned by him; and (ii) 732,446,000 Shares beneficially owned by China Gas Group Limited (‘‘CGGL’’). CGGL was owned as to 50% by Joint Coast Alliance Market Development Limited which, in turn, is wholly owned by Mr. LIU.

Save as disclosed above, Mr. LIU has not held any other directorships in publicly listed companies, whether in Hong Kong or overseas, during the last three years and as at the Latest Practicable Date. Save as disclosed above and save for being the elder brother of Mr. LIU Mingxing, Mr. LIU is not connected with any Directors, chief executive or substantial Shareholders and he has no family relationships with any Directors, senior management or substantial or controlling Shareholders of the Company (as defined in the Listing Rules).

As at the Latest Practicable Date, there is an employment contract between the Company and Mr. LIU in his capacity as the Managing Director and the President of the Company under which Mr. LIU is entitled to a monthly salary of HK$300,000 which will be reviewed by the Remuneration Committee with a maximum increment of 20% per annum. According to the same employment contract, Mr. LIU is also entitled to a discretionary year-end bonus which will be determined by the Remuneration Committee based on the performance of the Company in the past financial year. Mr. LIU is also entitled to a director’s fee as may be approved by the Remuneration Committee with reference to his roles and responsibilities and the prevailing market conditions. Mr. LIU has no designated length of service but he is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye-laws of the Company.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Save as disclosed above, the Board is not aware of any other information to be disclosed pursuant to the requirement of the Rules 13.51(2)(h) and 13.51(2)(v) of the Listing Rules and there are no other matters that needs to be brought to the attention of the Shareholders of the Company.

Mr. ZHU Weiwei (‘‘Mr. ZHU’’), aged 41, was appointed as an executive Director in September 2002 and is currently the Vice President of the Company, member of the Executive Committee and director of various subsidiaries of the Company. Mr. ZHU received his master degree in Finance from Zhong-nan University of Finance & Economic, The PRC. Mr. ZHU has substantial experiences in financing and project management.

Save as disclosed above, Mr. ZHU has not held any other directorships in publicly listed companies, whether in Hong Kong or overseas, during the last three years and as at the Latest Practicable Date. Mr. ZHU is not connected with any Directors, chief executive or substantial Shareholders and he has no family relationships with any Directors, senior management or substantial or controlling Shareholders of the Company (as defined in the Listing Rules). As at the Latest Practicable Date, Mr. ZHU does not hold any other positions with the Group.

As at the Latest Practicable Date, there is an employment contract between the Company and Mr. ZHU in his capacity as the Vice President of the Company under which Mr. ZHU is entitled to a monthly salary of HK$200,000 which will be reviewed by the Remuneration Committee with a maximum increment of 20% per annum. According to the same employment contract, Mr. ZHU is also entitled to a discretionary year-end bonus which will be determined by the Remuneration Committee based on the performance of the Company in the past financial year. Mr. ZHU is also entitled to a director’s fee as may be approved by the Remuneration Committee with reference to his roles and responsibilities and the prevailing market conditions. Mr. ZHU has no designated length of service but he is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye-laws of the Company.

As at the Latest Practicable Date, Mr. ZHU was interested in 7,000,000 Shares, representing approximately 0.14% of the total issued share capital of the Company. Mr. ZHU also had a derivative interest in 2,000,000 Shares in the Company within the meaning of Part XV of the SFO, which represents Mr. ZHU’s entitlement to subscribe for 2,000,000 Shares upon exercise of the options granted to Mr. ZHU under the New Share Option Scheme.

Save as disclosed above, the Board is not aware of any other information to be disclosed pursuant to the requirement of the Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that needs to be brought to the attention of the Shareholders of the Company.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Mr. MA Jinlong (‘‘Mr. MA’’), aged 47, was appointed as executive Director in September 2002 and is currently the Vice President of the Company, member of the Executive Committee and Nomination Committee and director of various subsidiaries of the Company. Mr. MA received his Degree in Economics from Hebei University and EMBA from University of International Business and Economics. He has substantial experiences in financial and business operation management.

Save as disclosed above, Mr. MA has not held any other directorships in publicly listed companies, whether in Hong Kong or overseas, during the last three years and as at the Latest Practicable Date. Mr. MA is not connected with any Directors, chief executive or substantial Shareholders and he has no family relationships with any Directors, senior management or substantial or controlling Shareholders of the Company (as defined in the Listing Rules). As at the Latest Practicable Date, Mr. MA does not hold any other positions with the Group.

As at the Latest Practicable Date, there is an employment contract between the Company and Mr. MA in his capacity as the Vice President of the Company under which Mr. MA is entitled to a monthly salary of HK$200,000 which will be reviewed by the Remuneration Committee with a maximum increment of 20% per annum. According to the same employment contract, Mr. MA is also entitled to a discretionary year-end bonus which will be determined by the Remuneration Committee based on the performance of the Company in the past financial year. Mr. MA is also entitled to a director’s fee as may be approved by the Remuneration Committee with reference to his roles and responsibilities and the prevailing market conditions. Mr. MA has no designated length of service but he is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye-laws of the Company.

As at the Latest Practicable Date, Mr. MA was interested in 1,216,000 Shares, representing approximately 0.02% of the total issued share capital of the Company. Mr. MA also had a derivative interest in 2,000,000 Shares in the Company within the meaning of Part XV of the SFO, which represents Mr. MA’s entitlement to subscribe for 2,000,000 Shares upon exercise of the options granted to Mr. MA under the New Share Option Scheme.

Save as disclosed above, the Board is not aware of any other information to be disclosed pursuant to the requirement of the Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that needs to be brought to the attention of the Shareholders of the Company.

Ms. LI Ching (‘‘Ms. LI’’), aged 56, was appointed as an executive Director in January 2014 and is currently member of the Executive Committee and director of a few subsidiaries of the Company, including Fortune Gas Investment Holdings Limited. Ms. LI has been the executive director of Fortune Oil PLC since 1998. The shares of Fortune Oil PLC are currently listed on the London stock exchange and she has been working in Fortune Oil PLC for more than 15 years. Prior to joining Fortune Oil PLC, Ms. LI worked in China North Industries Corporation for 15 years. She was in charge of finance and audit departments. She received a bachelor’s degree from School of Public Finance of Central University of Finance and Economics in 1982. Ms. LI has extensive experience in finance and enterprise management.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Fortune Oil PLC is a substantial shareholder of the Company holding indirectly 916,565,463 shares (the ‘‘Fortune Shares’’), representing 18.33% of the issued share capital of the Company as at the Latest Practicable Date.

Save as disclosed above, Ms. LI has not held any other directorships in publicly listed companies, whether in Hong Kong or overseas, during the last three years and as at the Latest Practicable Date. Ms. LI is not connected with any Directors, chief executive or substantial Shareholders and she has no family relationships with any Directors, senior management or substantial or controlling Shareholders of the Company (as defined in the Listing Rules). As at the Latest Practicable Date, Ms. LI does not hold any other positions with the Group.

As at the Latest Practicable Date, the Company has not entered into a service agreement with Ms. LI but Ms. LI is entitled to a director’s fee as may be approved by the Remuneration Committee with reference to her roles and responsibilities and the prevailing market conditions. Ms. LI is currently entitled to a monthly director’s fee of HK$70,000. Ms. LI has no designated length of service but she is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye-laws of the Company.

As at the Latest Practicable Date, Ms. LI had a derivative interest in 2,000,000 Shares in the Company within the meaning of Part XV of the SFO, which represents Ms. LI’s entitlement to subscribe for 2,000,000 Shares upon exercise of the options granted to Ms. LI under the New Share Option Scheme. Save as disclosed above, Ms. LI does not have any interests in the Shares within the meaning of Part XV of the SFO. Ms. LI holds 23 million shares in Fortune Oil PLC but she does not have any interest in the Fortune Shares.

Save as disclosed above, the Board is not aware of any other information to be disclosed pursuant to the requirement of the Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that needs to be brought to the attention of the Shareholders of the Company.

Mr. Rajeev MATHUR (‘‘Mr. MATHUR’’), aged 53, was appointed as a non-executive Director in November 2013 and is currently member of the Corporate Governance and Risk Control Committee. Mr. MATHUR is an Engineer by profession, having a Master’s Degree in Business Administration with specialization in marketing management and has put in 28 years of broad experience in the natural gas & petrochemical industry.

Mr. MATHUR started his stint with GAIL since its inception. At present, he is Executive Director (Marketing). His assignments include overseeing the marketing function in GAIL viz. natural gas trading, gas transmission and marketing other allied products within India & abroad; as an in-charge of regulatory affairs department ensuring adherence to regulatory framework; as a promoter nominee on the board of Indraprastha Gas Ltd (a city gas distribution company) ensuring corporate governance in terms of financial prudence, formulating strategic business plans to enhance shareholders value.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

GAIL is a shareholder of the Company, holding, directly and indirectly, 150,000,000 shares (the ‘‘GAIL Shares’’), representing 3.0% of the issued share capital of the Company as at the Latest Practicable Date.

Save as disclosed above, Mr. MATHUR has not held any other directorships in publicly listed companies, whether in Hong Kong or overseas, during the last three years and as at the Latest Practicable Date. Mr. MATHUR is not connected with any Directors, chief executive or substantial Shareholders and he has no family relationships with any Directors, senior management or substantial or controlling Shareholders of the Company (as defined in the Listing Rules). As at the Latest Practicable Date, Mr. MATHUR does not hold any other positions with the Group. Mr. MATHUR holds 124 shares in GAIL but he is not interested in the GAIL Shares.

As at the Latest Practicable Date, there is no service agreement between the Company and Mr. MATHUR but he is entitled to a director’s fee as may be approved by the Board with reference to his roles and responsibilities and the prevailing market conditions. Currently, Mr. MATHUR, as a non-executive Director is entitled to an annual emolument of HK$240,000 and discretionary bonus payment. He is also entitled to an annual fee of HK$60,000 as the member of the Corporate Governance and Risk Control Committee. Mr. MATHUR has no designated length of service but he is subject to retirement by rotation and re-election in accordance with the Bye-laws of the Company.

As at the Latest Practicable Date, Mr. MATHUR does not have any interests in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, the Board is not aware of any other information to be disclosed pursuant to the requirement of the Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that needs to be brought to the attention of the Shareholders of the Company.

Mr. LIU Mingxing (‘‘Mr. LIU Mx’’), aged 41, was appointed as a non-executive Director of the Company on 1 July 2014 and is currently member of the Corporate Governance and Risk Control Committee. Mr. LIU Mx is the Vice Director-General and an Economics professor of China Institute for Educational Finance Research, Peking University. He was an Economics associate professor of China Institute for Educational Finance Research, Peking University from January 2008 to July 2013, and an Economics instructor and an Economics associate professor of the School of Government, Peking University from September 2003 to December 2007. He graduated at the Department of Investment Economics, Zhongnan University of Finance & Economics with a bachelor’s degree in Economics in 1994 and he was awarded a master’s degree in Economics in 1997. In 2001, he was awarded his doctor’s degree in Economics at China Center for Economic Research, Peking University. During 2001 to 2003, he did postdoctoral research at The National Bureau of Economic Research in the United States. Mr. LIU Mx acted as a consultant and provided policy advisory services to the Ministry of Finance and the Ministry of Education of China, the World Bank, the OECD, the United Nations Educational, Scientific and Cultural Organization and Department for International Development of the United Kingdom on various occasions. Mr. LIU

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Mx published a large number of academic papers and books in respect of economics and finance in China and worldwide. Mr. LIU Mx is the younger brother of Mr. LIU Ming Hui, an executive Director and a substantial shareholder of the Company.

As at the Latest Practicable Date, there is no service agreement between the Company and Mr. LIU Mx, but Mr. LIU Mx is entitled to a director’s fee as may be approved by the Board with reference to his roles and responsibilities and the prevailing market conditions. Currently, Mr. LIU Mx, as a non-executive Director is entitled to an annual director’s fee in the amount of HK$240,000 and an annual remuneration of HK$60,000 as a member of the Corporate Governance and Risk Control Committee. He has no designated length of service but he is subject to retirement by rotation and re-election in accordance with the Bye-laws of the Company.

Saved as disclosed above, Mr. LIU Mx has not held any other directorship in any other publicly listed companies, whether in Hong Kong or overseas, during the last three years. Save for being younger brother of Mr. LIU Ming Hui, Mr. LIU Mx does not have any relationship with any directors or senior management or substantial or controlling shareholders of the Company (as defined in the Listing Rules). As at the Latest Practicable Date, Mr. LIU Mx does not hold any other position with the Company and its subsidiaries and he does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, the Board is not aware of other information to be disclosed pursuant to the requirement under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that needs to be brought to the attention of the Shareholders of the Company.

Dr. MAO Erwan (‘‘Dr. MAO’’), aged 51, was appointed as an independent non-executive Director of the Company in January 2003 and is currently the chairman of the Nomination Committee, member of the Remuneration Committee, Audit Committee and Corporate Governance and Risk Control Committee. Dr. MAO graduated from Mathematics and System Sciences, Chinese Academy of Sciences and holds a Doctor Degree. He was the Chief Economist of Da Cheng Fund Management Co. Ltd. He is currently a deputy professor of School of International Business, Beijing Foreign Studies University, a committee member of China Institute of Finance, Financial Engineering, deputy director of Financial and Securities Institute of BFSU and deputy director of Financial Quantity Analysis & Computation Committee.

Save as disclosed above, Dr. MAO has not held any other directorships in publicly listed companies, whether in Hong Kong or overseas, during the last three years and as at the Latest Practicable Date. Dr. MAO is not connected with any Directors, chief executive or substantial Shareholders and he has no family relationships with any Directors, senior management or substantial or controlling Shareholders of the Company (as defined in the Listing Rules). As at the Latest Practicable Date, Dr. MAO does not hold any other positions with the Group.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

As at the Latest Practicable Date, there is no service agreement between the Company and Dr. MAO, but he is entitled to a director’s fee as may be approved by the Board with reference to his roles and responsibilities and the prevailing market conditions. Currently, Dr. MAO, as an independent non-executive Director is entitled to HK$240,000 annual emolument and discretionary bonus payment. He is also entitled to an annual fee of HK$120,000 as the chairman of the Nomination Committee and total annual fee of HK$180,000 as the members of the Remuneration Committee, Audit Committee and Corporate Governance and Risk Control Committee. Dr. MAO has no designated length of service but he is subject to retirement by rotation and re-election in accordance with the Bye-laws of the Company.

As at the Latest Practicable Date, Dr. MAO was interested in 2,400,000 Shares, representing approximately 0.05% of the total issued share capital of the Company. Dr. MAO also had a derivative interest in 1,000,000 Shares in the Company within the meaning of Part XV of the SFO, which represents Dr. MAO’s entitlement to subscribe for 1,000,000 Shares upon exercise of the options granted to Dr. MAO under the New Share Option Scheme.

Save as disclosed above, the Board is not aware of any other information to be disclosed pursuant to the requirement of the Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that needs to be brought to the attention of the Shareholders of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

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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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the ‘‘AGM’’) of China Gas Holdings Limited (the ‘‘Company’’) will be held at Renaissance Harbour View Hotel Hong Kong, Boardroom 8, Lower Lobby, 1 Harbour Road, Wanchai, Hong Kong on 26 August 2014, Tuesday at 10:00 a.m. for the following purposes:

AS ORDINARY BUSINESS

1. To receive and adopt the audited financial statements and the reports of the directors and the auditors of the Company for the year ended 31 March 2014;

2. To declare a final dividend of HK9.86 cents per share;

3. (a) To re-elect the following directors of the Company:

   • i. To re-elect Mr. ZHOU Si as an executive Director;

   • ii. To re-elect Mr. LIU Ming Hui as an executive Director;

   • iii. To re-elect Mr. ZHU Weiwei as an executive Director;

   • iv. To re-elect Mr. MA Jinlong as an executive Director;

   • v. To re-elect Ms. LI Ching as an executive Director;

   • vi. To re-elect Mr. Rajeev MATHUR as a non-executive Director;

   • vii. To re-elect Mr. LIU Mingxing as a non-executive Director;

   • viii. To re-elect, approve and confirm Dr. Mao Erwan as an independent nonexecutive Director who has served the Company for more than nine years as an independent non-executive Director;

4. (b) To authorise the board of directors of the Company (the ‘‘Board’’) to fix the directors’ remuneration;

• For identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

1. To re-appoint the auditors of the Company and to authorise the Board of the Company to fix the auditors’ remuneration;

AS SPECIAL BUSINESS

To consider and, if thought fit, pass with or without amendments, each of the following resolutions 5, 6 and 7 as an ordinary resolution of the Company:

1. ‘‘THAT:

2. (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (defined as below) of all powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (‘‘Stock Exchange’’) or on any other stock exchange recognised, for this purpose by the Securities and Futures Commission and the Stock Exchange, subject to and in accordance with all applicable laws and requirements, be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of shares of the Company which the Company is authorised to repurchase pursuant to the approval in paragraph (a) above shall not exceed 10 per cent of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution and the said approval shall be limited accordingly; and

4. (c) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the time of passing of this Resolution until whichever is the earlier of:

  - (i) the conclusion of the next annual general meeting of the Company;

  - (ii) the expiration of the period within which the next annual general meeting of the Company is required by laws to be held; or

  - (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.’’

1. ‘‘THAT:

2. (a) subject to paragraph (c) below, the exercise by the Directors (‘‘Directors’’) during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which would or might require

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NOTICE OF ANNUAL GENERAL MEETING

the exercise of such powers during or after the end of the Relevant Period, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) an issue of shares upon the exercise of subscription rights or conversion rights under any warrants of the Company or any securities of the Company which are convertible into shares of the Company; (iii) an issue of shares as scrip dividends pursuant to the Bye-laws of the Company from time to time; or (iv) an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue to employees or Directors and/or any of its subsidiaries of shares in the capital of the Company or rights, to acquire shares in the capital of the Company shall not exceed aggregate of (a) 20 per cent. of the nominal amount of the share capital of the Company in issue as at the date of this Resolution; plus (b) in addition, subject to the passing of Resolution No. 7 below, all those number of shares which may from time to time be purchased by the Company pursuant to the general mandate granted under Resolution No. 5 above, and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the time of passing of this Resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by laws to be held; or

• (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

‘‘Rights Issue’’ means the allotment, issue or grant of shares or other securities of the Company pursuant to an offer open for a period fixed by the Directors to holders of shares or any class thereof on the register of members of the Company on a fixed record date pro rata to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem

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NOTICE OF ANNUAL GENERAL MEETING

necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body of any stock exchange in, any territory outside Hong Kong).’’

1. ‘‘THAT conditional upon the passing of resolutions Nos. 5 and 6 above set out in the notice of the meeting of which this resolution forms part, the aggregate nominal amount of the shares which are repurchased by the Company pursuant to and in accordance with resolution No. 5 above shall be added to the aggregate nominal amount of the shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to and in accordance with resolution No. 6 above, provided that such additional amount shall not exceed 10 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution.’’

On behalf of the Board CHINA GAS HOLDINGS LIMITED ZHOU Si Chairman

Hong Kong, 17 July 2014

Principal Place of Business in Hong Kong:

Room 1601

16th Floor AXA Centre 151 Gloucester Road Wanchai Hong Kong

Registered office:

Clarendon House 2 Church Street Hamilton HM11 Bermuda

Notes:

1. Any member entitled to attend and vote at the meeting is entitled to appoint one or, if he is a holder of more than one Share, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. A form of proxy for use in connection with the annual general meeting is enclosed with the Company’s 2014 annual report (the ‘‘Annual Report’’). In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited at the Company’s branch share registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the meeting.

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NOTICE OF ANNUAL GENERAL MEETING

1. The register of members of the Company will be closed from 22 August 2014 Friday to 26 August 2014 Tuesday (both days inclusive), during which period no transfer of shares in the Company will be registered, for the purpose of determining the identity of the shareholders entitled to attend and vote at the AGM. In order to qualify for attending and voting at the AGM to be held on 26 August 2014 Tuesday, all transfers of shares accompanied by the relevant share certificates and transfer forms, must be lodged with the Company’s branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17 Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 21 August 2014 Thursday.

The register of members of the Company will be closed from 1 September 2014 Monday to 3 September 2014 Wednesday (both days inclusive), during which period no transfer of shares in the Company will be registered, for the purpose of determining the entitlement of the shareholders to receive the proposed final dividend for the year ended 31 March 2014. Subject to approval of the shareholders at the AGM, the proposed final dividend will be payable to the shareholders whose names appear on the register of members of the Company on 3 September 2014 Wednesday. In order to qualify for the proposed final dividend, all transfers of shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–16, 17 Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 29 August 2014 Friday.

1. Where there are joint holders of any shares, any one of such joint holders may vote at the meeting personally or by proxy in respect of such shares as if he was solely entitled thereto provided that if more than one of such joint holders be present at the meeting personally or by proxy, the person whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

2. A circular containing the information regarding, among other things, the retiring directors, the general mandates to issue and repurchase shares of the Company will be sent to the shareholders together with the Annual Report.

3. As at the date of this Notice, Mr. ZHOU Si, Mr. LIU Ming Hui, Mr. HUANG Yong, Mr. ZHU Weiwei, Mr. MA Jinlong, Mr. CHEN Xinguo and Ms. LI Ching are the executive Directors, Mr. YU Jeong Joon (his alternate is Mr. KIM Yong Joong), Mr. Rajeev MATHUR and Mr. LIU Mingxing are the non-executive Directors and Mr. ZHAO Yuhua, Dr. MAO Erwan, Ms. WONG Sin Yue, Cynthia, Mr. HO Yeung and Ms. CHEN Yanyan are the independent non-executive Directors.

– 25 –