JY GAS LIMITED — Proxy Solicitation & Information Statement 2006

Oct 18, 2006

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(formerly known as Nippon Asia Investments Holdings Limited) (Incorporated in Bermuda with limited liability)

(Stock code: 00603)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of China Oil And Gas Group Limited (“Company”) will be held at Regus, 2nd Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Monday, 6 November 2006 at 10:30 a.m. for the purpose of considering, and if thought fit, passing, with or without amendments, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT

• (a) (i) the Sale and Purchase Agreement (the “Sale and Purchase Agreement”) dated 18 July 2006 entered into among All Praise Investments Limited, Topfaith Group Limited (“Topfaith”) and Mr. Chu Ming Ming, a copy of which has been produced to this meeting marked “A” and initialed by the chairman of this meeting for the purpose of identification, and the transactions contemplated thereunder be and are hereby approved;

  • (ii) the provision by the Company to Accelstar Pacific Limited (“Accelstar”) of an interest-free shareholder loan (the “Shareholder Loan”) of HK$8,914,000 which is repayable upon expiry of a term of 2 years from the date of advance pursuant to the Sale and Purchase Agreement be and is hereby approved;

  • (iii) the allotment and issue to Topfaith of 175,000,000 new shares of HK$0.01 each of the Company (“Shares”) pursuant to the Sale and Purchase Agreement be and are hereby approved; and

• (b) the directors of the Company be and are hereby authorized to (i) do all such acts, matters and things as they may in their absolute discretion consider necessary, expedient or desirable to give effect to and implement the Sale and Purchase Agreement and the transactions contemplated thereunder as well as the provision of the Shareholder Loan in accordance with the terms and conditions of the Sale and Purchase Agreement and to waive compliance from or make and agree such variations to any of the terms and conditions of the Sale and Purchase Agreement as they may in their discretion consider to be necessary or desirable and in the interest of the Company; (ii) allot and issue 175,000,000 new Shares to Topfaith pursuant thereto; and (iii) advance the Shareholder Loan to Accelstar pursuant thereto.”

By Order of the Board Xu Tie-liang Chairman

Hong Kong, 18 October 2006

Notes:

1. A member entitled to attend and vote at the above meeting may appoint one or, if he is the holder of two or more shares, more than one proxy to attend and vote on his behalf and such proxy need not be a member of the Company. A form of proxy for use at the meeting is enclosed with a circular of the Company dated 18 October 2006.

2. In order to be valid, the form of proxy, together with any power of attorney or authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s branch registrar in Hong Kong, Computershare Hong Kong Investor Services Limited of 46/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

3. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the meeting convened or any adjournment thereof and in such event, the authority of the proxy shall be deemed to be revoked.

4. As at the date of this notice, the board of directors (the “Directors”) of the Company comprised of seven Directors, including four executive Directors, namely, Mr. Xu Tie-liang, Mr. Qu Guo-hua, Mr. Zeng Xiao and Mr. Cheung Shing, and three independent non-executive Directors, namely, Mr. Cheung Man Yau, Mr. Shi Xun-zhi and Mr. Peng Long.

• For identification purposes only

Please also refer to the published version of this announcement in The Standard.

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