JiaXing Gas Group Co., Ltd — Proxy Solicitation & Information Statement 2021

Sep 24, 2021

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 JiaXing Gas Group Co., Ltd.* (嘉興市燃 氣集團股份有限公司), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

JiaXing Gas Group Co., Ltd.* 嘉興市燃氣集團股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 9908)

DISTRIBUTION OF INTERIM DIVIDEND AND NOTICE OF EXTRAORDINARY GENERAL MEETING

The notice convening the EGM of JiaXing Gas Group Co., Ltd.* (嘉興市燃氣集團股份有限公 司) to be held at the meeting room of the Company, 4th Floor, Building 3, Hualong Plaza, Economic and Technological Development Zone, Jiaxing, Zhejiang Province, the PRC on Wednesday, 13 October 2021 at 10:00 a.m. is set out on pages 7 to 9 this circular.

A form of proxy for use at the EGM is enclosed herewith and also published on both the websites of the Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.jxrqgs.com). If you intend to appoint a proxy to attend the EGM, you are requested to complete, sign and return the enclosed form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time appointed for the EGM (i.e. not later than 10:00 a.m. on Tuesday, 12 October 2021 (Hong Kong time)) or the adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM if you so wish.

References to time and dates in this circular are to Hong Kong time and dates.

27 September 2021

* For identification purpose only

CONTENTS

Page

Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Distribution of Interim Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	EGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Closure of H Share Register of Members . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		7

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DEFINITIONS

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

• “2021 Interim Dividend”

the interim dividend of RMB0.12 per Share (tax inclusive) for the six months ended 30 June 2021

• “Board of Directors” or “Board”

• the board of Directors

• “Chairman”

• the chairman of the Board of Directors

• “Company”

• JiaXing Gas Group Co., Ltd.* (嘉興市燃氣集團股份有限 公司), a joint stock limited liability company incorporated in the PRC whose issued H Shares are listed on the Main Board of the Stock Exchange

• “Director(s)”

• the director(s) of the Company

• “Domestic Share(s)”

• domestic invested ordinary share(s) in the capital of the Company, with a nominal value of RMB1.0 each, which are subscribed for and paid up in RMB, and are unlisted Shares which are currently not listed or traded on any stock exchange

• “Domestic Shareholder(s)”

• holder(s) of the Domestic Share(s)

• “EGM”

• the extraordinary general meeting of the Company to be held at the meeting room of the Company, 4th Floor, Building 3, Hualong Plaza, Economic and Technological Development Zone, Jiaxing, Zhejiang Province, the PRC on Wednesday, 13 October 2021 at 10:00 a.m., to consider and, if appropriate, to approve the resolution contained in the notice of the meeting which is set out on pages 7 to 9 of this circular, or any adjournment thereof

• “Group”

• the Company and its subsidiaries

• “H Shares”

• overseas listed foreign invested ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.0 each, which are listed on the Stock Exchange and traded in Hong Kong dollars

• “H Shareholder(s)”

• holder(s) of the H Share(s)

• “Hong Kong”

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

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DEFINITIONS

• “Latest Practicable Date” 21 September 2021, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information in this circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time

• “PRC” the People’s Republic of China, which for the purpose of this circular, shall exclude Hong Kong, the Macao Special Administrative Region of the People’s Republic of China and Taiwan

• “RMB” Renminbi, the lawful currency of the PRC

• “Share(s)” ordinary share(s) of RMB1.0 each in the capital of the Company, comprising Domestic Shares and H Shares

• “Shareholder(s)” holder(s) of Share(s), comprising Domestic Shareholder(s) and H Shareholder(s)

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

JiaXing Gas Group Co., Ltd.* 嘉興市燃氣集團股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 9908)

Executive Directors:

Mr. Sun Lianqing (Chairman and Chief Executive Officer) Mr. Xu Songqiang

Non-executive Directors:

Mr. He Yujian Mr. Zheng Huanli Mr. Fu Songquan Mr. Ruan Hongliang

Registered office and headquarter in the PRC: 5th Floor, Building 3 Hualong Plaza Economic and Technological Development Zone Jiaxing Zhejiang Province PRC

Independent non-executive Directors: Mr. Yu Youda Mr. Cheng Hok Kai Frederick Mr. Zhou Xinfa

Principal place of business in Hong Kong: Level 54, Hopewell Centre 183 Queen’s Road East Hong Kong

27 September 2021

To the Shareholders

Dear Sir or Madam,

DISTRIBUTION OF INTERIM DIVIDEND AND NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 30 August 2021 in relation to the unaudited interim condensed consolidated results of the Group for the six months ended 30 June 2021, which sets out, among others, the payment of the 2021 Interim Dividend. The purpose of this circular is to provide you with further details regarding the 2021 Interim Dividend and a notice convening the EGM.

* For identification purpose only

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LETTER FROM THE BOARD

2. DISTRIBUTION OF INTERIM DIVIDEND

As stated in the announcement of the Company dated 30 August 2021 in relation to the unaudited interim condensed consolidated results of the Group for the six months ended 30 June 2021, the Board recommended the payment of an interim dividend of RMB0.12 per Share (tax inclusive) for the six months ended 30 June 2021 to the Shareholders.

The 2021 Interim Dividend is subject to approval by the Shareholders at the EGM and a resolution in respect thereof will be proposed to the Shareholders for voting at the EGM. If approved by the Shareholders at the EGM, the 2021 Interim Dividend will be paid on or before Friday, 5 November 2021 to the Shareholders whose names appear on the register of members of the Company on Tuesday, 26 October 2021.

If the proposed resolution is passed at the EGM, the 2021 Interim Dividend will be paid in RMB to Domestic Shareholders and in Hong Kong dollars to H Shareholders. The exchange rate for the payment of the 2021 Interim Dividend in Hong Kong dollars will be the average of the mid-point rates of Renminbi to Hong Kong dollars as announced by the People’s Bank of China for the week prior to the date of EGM. Please also refer to the section headed “Interim Dividend” in the interim report of the Company for the six months ended 30 June 2021 for further details on payment of the 2021 Interim Dividend.

3. EGM AND PROXY ARRANGEMENT

The notice of the EGM to be held at the meeting room of the Company, 4th Floor, Building 3, Hualong Plaza, Economic and Technological Development Zone, Jiaxing, Zhejiang Province, the PRC on Wednesday, 13 October 2021 at 10:00 a.m. is set out on pages 7 to 9 this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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LETTER FROM THE BOARD

A form of proxy for use at the EGM is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.jxrqgs.com). To be valid, for H Shareholders, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authorisation documents (if any) under which it is signed or a notarised letter of authority at the Company’s H share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong. For Domestic Shareholders, the form of proxy should be returned to the Company’s registered office in the PRC at 5th Floor, Building 3, Hualong Plaza, Economic and Technological Development Zone, Jiaxing, Zhejiang Province, PRC by personal delivery or by post not less than 24 hours before the time fixed for holding the EGM (i.e. at or before 10:00 a.m. on Tuesday, 12 October 2021 (Hong Kong time)) or any adjournment thereof (as the case maybe).

Completion, signing and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case maybe) if you so wish.

4. CLOSURE OF H SHARE REGISTER OF MEMBERS

In order to determine the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, 7 October 2021 to Wednesday, 13 October 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, H Shareholders whose transfers have not been registered shall deposit all transfer documents accompanied by the relevant share certificates at the Company’s H share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on Wednesday, 6 October 2021 (Hong Kong time).

In order to determine the entitlement to the 2021 Interim Dividend, the register of members of the Company will be closed from Wednesday, 20 October 2021 to Tuesday, 26 October 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for the 2021 Interim Dividend, H Shareholders whose transfers have not been registered shall deposit all transfer documents accompanied by the relevant share certificates at the Company’s H share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on Tuesday, 19 October 2021 (Hong Kong time). Subject to the approval by the Shareholders at the EGM, the 2021 Interim Dividend is expected to be paid on or before Friday, 5 November 2021 to the Shareholders whose names appear on the register of members of the Company on Tuesday, 26 October 2021.

5. RECOMMENDATIONS

The Board of Directors considers that the proposed distribution of the 2021 Interim Dividend to the Shareholders is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

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LETTER FROM THE BOARD

6. 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.

7. MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation in case of any inconsistency.

Yours faithfully, For and on behalf of the Board JiaXing Gas Group Co., Ltd.* Sun Lianqing

Chairman and Executive Director

• For identification purpose only

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NOTICE OF EXTRAORDINARY GENERAL MEETING

JiaXing Gas Group Co., Ltd.* 嘉興市燃氣集團股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 9908)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of JiaXing Gas Group Co., Ltd. (嘉興市燃氣集團股份有限公司) (the “ Company ”) will be held at the meeting room of the Company, 4th Floor, Building 3, Hualong Plaza, Economic and Technological Development Zone, Jiaxing, Zhejiang Province, the People’s Republic of China (“ PRC* ”) on Wednesday, 13 October 2021 at 10:00 a.m. for the purpose of considering, and if thought fit, passing the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

1. To consider and approve the proposed interim dividend distribution plan of the Company for the six months ended 30 June 2021 and to authorise the board of directors of the Company to distribute such interim dividend to the shareholders of the Company.

By Order of the Board JiaXing Gas Group Co., Ltd.* Sun Lianqing

Chairman and Executive Director

Jiaxing, the PRC 27 September 2021

• For identification purpose only

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. All resolution(s) at the EGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.jxrqgs.com) in accordance with the Listing Rules.

2. A shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company. Where a shareholder appoints more than one proxy, his proxies can only vote on a poll. In view of the development of the coronavirus disease 2019 (COVID-19) pandemic, shareholders may consider appointing the chairman of the EGM as his/her proxy to vote on the resolution(s), instead of attending EGM in person.

3. The instrument appointing a proxy must be in writing under the hand of a shareholder or his attorney duly authorised. If the shareholder is a corporation, that instrument must be either under its common seal or under the hand of its director(s) or duly authorised executive officer(s) or duly authorised attorney(ies). If that instrument is signed by an attorney of a shareholder, the power of attorney or other document authorising that attorney to sign must be notarised.

4. In order to be valid, the form of proxy together with the notarised power of attorney or other authorization document, if any, must be deposited at the Company’s registered office in the PRC (for domestic shareholders) or at the Company’s H share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for holders of H shares) not less than 24 hours before the time fixed for the EGM (i.e. not later than 10:00 a.m. on Tuesday, 12 October 2021 (Hong Kong time)).

5. For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, 7 October 2021 to Wednesday, 13 October 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, holders of H shares whose transfers have not been registered shall deposit all transfer documents accompanied by the relevant share certificates at the Company’s H share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 6 October 2021 (Hong Kong time).

6. For determining the entitlement to the proposed interim dividend of the Company for the six months ended 30 June 2021, the register of members of the Company will be closed from Wednesday, 20 October 2021 to Tuesday, 26 October 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed interim dividend, holders of the H shares whose transfers have not been registered shall deposit all transfer documents accompanied by the relevant share certificates at the Company’s H share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 19 October 2021 (Hong Kong time). Subject to the approval by the shareholders of the Company at the EGM, the interim dividend is expected to be paid on or before Friday, 5 November 2021 to the shareholders whose names appear on the register of members of the Company on Tuesday, 26 October 2021.

7. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or loss of capacity of the appointer, or the revocation of the proxy or of the authority under which the form of proxy was executed, or the transfer of shares in respect of which the proxy is given, provided that no notice in writing of these matters shall have been received by the Company prior to the commencement of the EGM.

8. The address and contact details of the Company’s H share registrar, Tricor Investor Services Limited, are as follows:

As to the transfer documents: Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong

As to the form of proxy: Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong Telephone No.: +852 2980 1333 Facsimile No.: +852 2810 8185

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. The address of the Company’s registered office in the PRC and the contact details of the regular contact person for the EGM are as follows:

5th Floor, Building 3, Hualong Plaza, Economic and Technological Development Zone, Jiaxing, Zhejiang Province, PRC Telephone No.: +86 (573) 8221 6881 Facsimile No.: +86 (573) 8222 7685 Name: Shen Xiaoting

1. In accordance with the Company’s articles of association, where two or more persons are registered as the joint holders of any share, only the person whose name appears first in the register of members shall be entitled to receive this notice, and this notice, when served on such person, shall be deemed to have be given to all joint holders of such share.

2. The EGM is expected to be concluded within half a day. Shareholders (in person or by proxy) attending the EGM are responsible for their own transportation and accommodation expenses.

3. Shareholders or their proxies shall produce their identification documents for inspection when attending the EGM.

As at the date of this notice, our executive Directors are Mr. Sun Lianqing and Mr. Xu Songqiang, our non-executive Directors are Mr. He Yujian, Mr. Zheng Huanli, Mr. Fu Songquan and Mr. Ruan Hongliang and our independent non-executive Directors are Mr. Yu Youda, Mr. Cheng Hok Kai Frederick and Mr. Zhou Xinfa.

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