JY GAS LIMITED — Proxy Solicitation & Information Statement 2004

Nov 15, 2004

China City Natural Gas Holdings Limited

*

(Incorporated in Bermuda with limited liability)

(Stock code: 603)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of the shareholders of China City Natural Gas Holdings Limited (the “Company”) will be held at Garden Rooms, 2/F, The Royal Garden, 69 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Wednesday, 1 December 2004 at 9:00 a.m. for the purposes of considering and, if thought fit, passing the following resolution:

ORDINARY RESOLUTION

“ THAT , conditional upon the Underwriting Agreement (as defined in the circular of the Company dated 15 November 2004 (the “Circular”)), the issue of not less than 3,072,552,426 and not more than 3,798,192,426 new shares of the Company (the “Bonus Shares”) to be allotted and issued to the first registered holders of not less than 2,048,368,284 and not more than 2,532,128,284 new shares of the Company (the “Rights Shares”) proposed to be issued by way of rights by the Company to the Qualifying Shareholders (as defined in the Circular) on the basis of two Rights Shares for every ten existing shares of the Company held on the Record Date (as defined in the Circular) with Bonus Shares to be issued with the Rights Shares on the basis of three Bonus Shares for every two fully paid Rights Shares.”

By Order of the Board

China City Natural Gas Holdings Limited Wong Kui Shing, Danny Chairman

Hong Kong, 15 November 2004

Notes:

1. A member of the Company entitled to attend and vote at the above meeting is entitled to appoint one proxy to attend and vote in his stead in accordance with the Bye-laws of the Company. A proxy need not be a member of the Company but must be present in person to represent the member.

2. 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 certified copy thereof), must be deposited with the office of the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 46/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not less than 48 hours before the time of the special general meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or any adjourned meeting should they so wish.

China City Natural Gas Holdings Limited 16-11-2004 1

China City Natural Gas Holdings Limited

As at the date of this announcement, the board comprises six executive directors, namely Mr Wong Kui Shing, Danny, Mr Masanori Suzuki, Mr Eiji Sato, Mr Wong King Shiu, Daniel, Mr Kan Kwok Shu and Mr Lin Che Chu, George; and three independent non-executive directors, namely Mr Cheung Man Yau, Timothy, Mr Chuk Che Shing and Mr Kim Kwi Nam, Takao.

• for identification purposes only

Please also refer to the published version of this announcement in The Standard dated 16 November 2004.

China City Natural Gas Holdings Limited 16-11-2004

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