JY GAS LIMITED — Proxy Solicitation & Information Statement 2004

May 13, 2004

*

(Incorporated in Bermuda with limited liability)

Form of Proxy for Special General Meeting

I/We [(Note 1)] ,

of

, shares of HK$0.025

being the registered holder(s) of [(Note 2)]

each in the capital of China City Natural Gas Holdings Limited (“Company”) hereby appoint the Chairman of the Meeting or failing him, of

of [(Note 3)]

as my/our proxy to attend and act for me/us at the Special General Meeting of the Company (“SGM”) to be held at Garden Rooms, 2/F, The Royal Garden, 69 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Wednesday, 9 June 2004 at 9:00 a.m. (or at any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions set out in the notice convening the SGM and at such meeting (or at any adjournment thereof) to vote on my/our behalf as indicated below.

I/We direct my/our proxy to vote in respect of the resolutions to be proposed at the SGM in the following manner and if no such indication is given, as my/our proxy thinks fit [(Note 4)] :

	RESOLUTIONS	FOR	AGAINST
1.	To approve the refreshment of the limit on grant of options under
	the Share Option Scheme byan ordinaryresolution
2.	To approve the amendment of the Bye-laws of the Company by a
	special resolution

Dated the day of 2004 Shareholder’s Signature [(Note 5)]

Notes:

• (1) Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.

• (2) Please insert the number of shares of HK$0.025 each registered in your name(s) and to which this form of proxy relates; if no such number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

• (3) Any member of the Company entitled to attend, and to vote at the SGM is entitled to appoint one proxy to attend and vote for him/her. A proxy need not be a member of the Company, but must attend the SGM in person to represent you. If any proxy other than the Chairman of the Meeting is desired, you must delete the words “the Chairman of the Meeting” and insert the name and address of the proxy desired in the space provided. If no name is inserted, the Chairman of the Meeting will act as your proxy.

• (4) If you wish to vote for a resolution, please tick appropriate box marked “For”. If you wish to vote against a resolution, please tick appropriate box marked “Against”. Failure to complete the boxes will entitle your proxy to cast his/her votes at his/her discretion.

• (5) This form of proxy must be signed and dated by you or your attorney duly authorised in writing, or, if you are a corporation, this form of proxy must either be executed under common seal or under the hand of an officer or attorney so authorised.

• (6) In the case of joint holders of a share, any one of such holders may vote at the SGM either in person or by proxy in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the SGM personally or by proxy, then the one of such holders whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

• (7) Any alteration made to this form of proxy must be initialled by the shareholder who signs it.

• (8) In order to be valid, this form of proxy together with the power of attorney or other authority, if any, under which it is signed or certified copy thereof, must be deposited at the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time for holding the SGM or any adjourned meeting.

• (9) Completion and return of this form of proxy will not preclude you from attending and voting in person at the SGM or on the poll concerned and, in such event, this form of proxy will be deemed to have been revoked.

* For identification purposes only