China Literature Limited — Proxy Solicitation & Information Statement 2016

Jul 19, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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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 (the ‘‘SGM’’) of China Gas Holdings Limited (the ‘‘Company’’) will be held at Renaissance Harbour View Hotel Hong Kong, Boardroom 3– 4, Mezzanine Floor, 1 Harbour Road, Wanchai, Hong Kong on Tuesday, 16 August 2016 at 11:30 a.m. (or immediately after the conclusion of the annual general meeting to be held on the same day) for the purposes of considering and, if thought fit, passing the following resolutions as ordinary resolutions. Unless otherwise indicated, capitalized terms used in this notice and the following resolutions shall have the same meanings as those defined in the circular of the Company dated 20 July 2016 (the ‘‘Circular’’):

ORDINARY RESOLUTIONS

1. ‘‘THAT:

   • (a) the Proposed Acquisition and the transactions contemplated under the Amended and Restated Share Purchase Agreement (a copy of which has been produced to the SGM marked ‘‘A’’ and signed by the chairman of the SGM for the purpose of identification), be and hereby approved, confirmed and ratified; and

   • (b) any one of the directors of the Company be and hereby authorized to do all such acts and things and to sign all documents and to take any steps which in their absolute discretion considered to be necessary, desirable or expedient for the purpose of implementing and/or giving effect to the Proposed Acquisition and the transactions contemplated under the Amended and Restated Share Purchase Agreement.’’

• For identification purposes only

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2. ‘‘THAT:

subject to Completion of the Proposed Acquisition as contemplated under the Amended and Restated Share Purchase Agreement, to the fulfilment of the conditions relating to the allotment and issue of the Consideration Shares and conditional upon the Listing Committee of the Stock Exchange granting the listing of, and the permission to deal in, the Consideration Shares, the Directors be and are hereby specifically authorised to allot and issue the Consideration Shares, credited as fully paid, to the Seller (or a wholly-owned subsidiary of the Guarantor) in accordance with the terms and conditions of the Amended and Restated Share Purchase Agreement.’’

By order of the Board China Gas Holdings Limited ZHOU Si Chairman

Hong Kong, 20 July 2016

Head office and 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 SGM 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 SGM is enclosed with the Circular. 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, Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting.

3. For the purpose of determining the identity of the shareholders entitled to attend and vote at the SGM, the register of members of the Company will be closed from 12 August 2016 (Friday) to 16 August 2016 (Tuesday) (both days inclusive), during which period no transfer of shares in the Company will be registered. In order to qualify for attending and voting at the SGM to be held on 16 August 2016 (Tuesday), all transfers of shares

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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, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 11 August 2016 (Thursday).

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. If there is a black rainstorm warning signal or a tropical cyclone warning signal number 8 or above in force at or after 7:00 a.m. on 16 August 2016 or if the Hong Kong Observatory has announced at or before 7:00 a.m. on 16 August 2016 that either of the above mentioned warnings is to be issued within the next two hours, the chairman of the SGM may propose for the SGM to be adjourned to a date which falls within 13 days from 16 August 2016 if (i) a quorum is present and the adjournment is consented to by the shareholders present; or (ii) a quorum is not present. If the meeting is so adjourned, the Company will make announcement regarding the adjourned meeting.

3. As at the date of this notice, Mr. ZHOU Si, Mr. LIU Ming Hui, Mr. HUANG Yong, Mr. ZHU Weiwei, Mr. MA Jinlong and Ms. LI Ching are the executive Directors; Mr. YU Jeong Joon (his alternate being Mr. KIM Yong Joong), Mr. LIU Mingxing, Mr. Arun Kumar MANCHANDA and Mr. JIANG Xinhao 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.

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