JY GAS LIMITED — Proxy Solicitation & Information Statement 2010

Jan 29, 2010

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

Form of Proxy for Special General Meeting

I/We [(Note][1)] , of , being the registered holder(s) of shares [(Note][2)] of HK$0.01

each in the capital of China Oil And Gas Group Limited (“Company”) hereby appoint the Chairman of the Meeting or [(Note][3)]

of

as my/our proxy to attend and act for me/us at the Special General Meeting (or at any adjournment thereof) of the Company to be held at World Trade Centre Club Hong Kong, 38/F., World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on Thursday, 4 March 2010 at 10:30 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the meeting and at the meeting (or at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

			ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS						FOR(Note 4)		AGAINST(Note 4)
	1.		To approve the Exclusive Strategic Co-Operation Framework Agreement,					the
			proposed cap amounts and the transaction contemplated thereunder
	2.		To approve the Qingyun Contract, the proposed		cap	amounts	and	the
			transaction contemplated thereunder
	3.		To approve the Liling Contract, the proposed cap amounts			and the transaction
			contemplated thereunder
	4.		To approve the Huimin Contract, the proposed		cap	amounts	and	the
			transaction contemplated thereunder
	5.		To approve the Xining Contract, the proposed cap amounts			and the transaction
			contemplated thereunder
	6.		To approve the Binzhou Contract, the proposed		cap	amounts	and	the
			transaction contemplated thereunder
	7.		To approve the Anhui Contract, the proposed cap amounts			and the transaction
			contemplated thereunder
	8.		To approve the Jiangdu Contract, the proposed		cap	amounts	and	the
			transaction contemplated thereunder
	9.		To authorize any one of the Directors to do all	acts	for and on behalf of			the
			Company in relation to the CCT Agreements
			SPECIAL RESOLUTION
	10.		To approve the Share Premium Reduction

Dated the day of 2010 Shareholder’s Signature [(Note][5)]

Notes:

• (1) Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy or more than one proxy (for member holding two or more shares) to attend and, on a poll, vote in his/her stead. A proxy need not be a member of the Company.

• (2) Please insert the number of shares of HK$0.01 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) If any proxy other than the chairman of the meeting is desired, you must delete the words “the chairman of the meeting or” 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 meeting 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 meeting 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 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time for holding the meeting or any adjourned thereof.

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

* for identification purposes only