China Gas : COMPLETION OF PLACING OF EXISTING SHARES AND SUBSCRIPTION FOR NEW SHARES UNDER GENERAL MANDATE

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Neither this announcement nor any copy thereof may be released into or distributed directly or indirectly in the United States or any other jurisdiction where such release or distribution might be unlawful.

This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

This announcement and the information herein does not constitute or form a part of any offer or solicitation to purchase, subscribe or sell securities in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the ''Securities Act''), or the securities laws of any state of the United States or other jurisdiction. The securities referred to herein are being offered and sold (i) outside the United States in reliance on Regulation S under the Securities Act, or (ii) within the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act, or in reliance on another exemption from registration under the Securities Act. No public offering of the securities referred to herein will be made in the United States or in any other jurisdiction where such an offering is restricted or prohibited. No money, securities or other consideration is being solicited by this announcement or the information contained herein and, if sent in response to this announcement or the information contained herein, will not be accepted.

CHINA GAS HOLDINGS LIMITED

中 國 燃 氣 控 股 有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 384)

COMPLETION OF

PLACING OF EXISTING SHARES

AND

SUBSCRIPTION FOR NEW SHARES

UNDER GENERAL MANDATE

Joint Global Coordinators, Joint Bookrunners and Placing Agents

Joint Bookrunner

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Reference is made to the announcement of the Company dated 22 April 2021 (the ''Announcement'') in relation to, among other matters, the Placing and the Subscription. Unless defined otherwise, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

COMPLETION OF THE PLACING AND THE SUBSCRIPTION

Completion of the Placing and the Subscription took place on 26 April 2021 and 30 April 2021, respectively.

A total of 392,000,000 Placing Shares have been successfully placed at the Placing Price of HK$29.75 per Share to not fewer than six Placees pursuant to the Placing Agreement. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, as at the date of this announcement, the Placees and their respective ultimate beneficial owners are Independent Third Parties and are independent of, and not acting in concert with, any of the Vendors. None of the Placees has become a substantial shareholder of the Company immediately after the completion of the Placing.

Further, as all the conditions of the Subscription have been fulfilled, the Company allotted and issued an aggregate of 392,000,000 Subscription Shares (equal to such number of the Placing Shares successfully placed under the Placing) to the Vendors (among which 72,000,000 Subscription Shares were allotted and issued to Beijing Enterprises and 320,000,000 Subscription Shares were allotted and issued to CGGL) pursuant to the Subscription Agreement at HK$29.75 per Subscription Share on 30 April 2021. The Subscription Shares represent approximately 6.99% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares.

USE OF PROCEEDS FROM THE PLACING AND THE SUBSCRIPTION

The gross proceeds from the Subscription amount to approximately HK$11,662.0 million and the net proceeds (after deducting all applicable costs and expenses in relation to the Placing and the Subscription, including commission and levies) amount to approximately HK$11,601.8 million. The Company intends to use such net proceeds from the Subscription as follows:

1. approximately HK$4,640.7 million (representing approximately 40% of the net proceeds) for acquisition of city gas projects in China;
2. approximately HK$2,900.5 million (representing approximately 25% of the net proceeds) for expansion of LPG Smart MicroGrid business;
3. approximately HK$2,900.5 million (representing approximately 25% of the net proceeds) for development of distributed heating business; and
4. approximately HK$1,160.1 million (representing approximately 10% of the net proceeds) as general working capital of the Group.

For further details on the reasons for the Placing and the Subscription and the use of proceeds, please refer to the Announcement.

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EFFECT OF THE PLACING AND THE SUBSCRIPTION

The table(Note 1) below sets out the shareholding structure of the Company (i) immediately before the completion of the Placing and the Subscription; (ii) immediately after the completion of the Placing but before the completion of the Subscription; and (iii) immediately after the completion of the Placing and the Subscription, respectively:

		Immediately before completion		Immediately after completion of	Immediately after completion of
		of the Placing			the Placing	the Placing
Shareholders	and the Subscription			but before Subscription	and Subscription
				Approximate				Approximate			Approximate
		No. of Shares	%		No. of Shares	%	No. of Shares	%
Beijing Enterprises Group Company
Limited (''Beijing Enterprises
Group'') and its entities (Note 2)	1,239,163,143			23.77	1,167,163,143	22.39		1,239,163,143			22.11
- Beijing	Enterprises	72,752,000			1.40	752,000	0.01		72,752,000			1.30
- Other Beijing Enterprises Group entity	1,166,411,143			22.38	1,166,411,143	22.38		1,166,411,143			20.81
CGGL (Note 3)	766,962,200			14.71	446,962,200	8.58		766,962,200			13.69
Mr LIU Ming Hui (''Mr. LIU'')
(other than via CGGL)
(Notes	4)	335,633,228			6.44	335,633,228	6.44		335,633,228			5.99
Mr CHIU Tat Jung Daniel
(''Mr. CHIU'')
(other than via CGGL)
(Notes	5)	221,815,435			4.26	221,815,435	4.26		221,815,435			3.96
Directors other than Mr. LIU	182,183,200			3.50	182,183,200	3.50		182,183,200			3.25
Other existing Shareholders	2,466,611,766			47.32	2,466,611,766	47.32		2,466,611,766			44.01
Placees		-			-		392,000,000		7.52		392,000,000			6.99
Total		5,212,368,972			100.00	5,212,368,972	100.00		5,604,368,972			100.00
Notes:

1. This table does not take into account any interest in share options of the Company, and does not take into account any Shares that may be issued pursuant to the exercise of any share options of the Company during the relevant period.
2. Beijing Enterprises is a company listed in Hong Kong and ultimately controlled by Beijing Enterprises Group, a state- owned enterprise.
3. CGGL is owned as to 50% by Joint Coast Alliance Market Development Limited which, in turn, is wholly-owned by Mr. LIU. CGGL is also owned as to 50% by Fortune Oil PRC Holdings Limited (''Fortune Oil PRC'').
4. Mr. LIU is the chairman, managing director and president of the Company. He is an executive Director. In addition to the deemed interest in the Shares held by CGGL, Mr. LIU also beneficially owns 335,633,228 Shares.
5. In addition to the deemed interest in the Shares held by CGGL, Mr. CHIU is also deemed to be interested in the following Shares: (a) 156,501,544 Shares beneficially owned by Fortune Oil PRC which is a wholly-owned subsidiary of Fortune Oil Limited (''Fortune Oil''). Fortune Oil is a wholly-owned subsidiary of Fortune Dynasty Holdings Limited (''Fortune Dynasty'') which is owned as to 70% by First Level Holdings Limited (''First Level'') and in turn

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owned as to 99% by Mr. Chiu; (b) 27,617,919 Shares beneficially owned by First Marvel Investment Limited which is a wholly-owned subsidiary of Fortune Oil; (c) 36,695,972 Shares beneficially owned by Fortune Oil Holdings Limited which is a wholly-owned subsidiary of Fortune Oil; and (d) 1,000,000 Shares beneficially owned by First Level.

By the order of the Board

China Gas Holdings Limited

LIU Ming Hui

Chairman, Managing Director and President

Hong Kong, 30 April 2021

As at the date of this announcement, Mr. LIU Ming Hui, Mr. HUANG Yong, Mr. ZHU Weiwei, Ms. LI Ching and Ms. LIU Chang are the executive directors of the Company, Mr. LIU Mingxing, Mr. JIANG Xinhao and Mr. Mahesh Vishwanathan IYER are the non-executive directors of the Company and Mr. ZHAO Yuhua, Dr. MAO Erwan, Ms. CHEN Yanyan and Mr. ZHANG Ling are the independent non-executive directors of the Company.

The Directors jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their acknowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

• For identification purpose only

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