JY GAS LIMITED — Proxy Solicitation & Information Statement 2007

Jun 28, 2007

==> picture [263 x 63] intentionally omitted <==

(incorporated in Bermuda with limited liability) (Stock Code: 603)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of China Oil and Gas Group Limited (the “ Company ”) will be held at Regus, 2nd Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong, on Monday, 16 July 2007 at 10:30 a.m. or any adjournment thereof for the purposes of considering and, if thought fit, passing with or without amendment or modification, of the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“THAT

1. the conditional capital injection agreement (the “ Agreement ”) dated 7 May 2007 entered into between Alta Financial Holdings Limited (“ Alta ”) and China City Natural Gas Co. Limited (“ CCNG ”) in respect of the contribution of capital in the aggregate amount of RMB20,000,000 in CCNG by Alta, a copy of which has been produced to the meeting marked “A” and initialed by the chairman of the meeting for the purpose of identification, and the transactions contemplated under the Agreement be and are hereby approved; and

2. any one of the directors of the Company be authorized for and on behalf of the Company, among other matters, to sign, execute, perfect, deliver or to authorize signing, executing, perfecting and delivering all such documents be hereby approved, and be and are hereby authorized to do or authorize doing all such acts, matters and things as they may in their discretion consider necessary, expedient or desirable to give effect to and implement the Agreement and the transactions contemplated thereunder.”

By Order of the Board China Oil And Gas Group Limited Xu Tie-liang Chairman

Hong Kong, 29 June 2007

• For identification purpose only.

1

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, on a poll, 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 the circular of the Company dated 29 June 2007.

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 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, Timothy, Mr. Shi Xun-zhi and Mr. Peng Long.

2