ENN Natural Gas Co.,Ltd. making an offer to purchase the Notes for cash of up to the Tender Cap under a modified Dutch auction procedure. The Company has made available to the Holders the Offer to Purchase setting forth, among other things, the terms and conditions of the Tender Offer. The Tender Offer commences on January 8, 2024 and will expire at 5:00 p.m., New York City time, on February 6, 2024, unless extended or earlier terminated by the Company in its sole discretion.

On May 12, 2021, the Company issued the Notes in the aggregate principal amount of $800,000,000 at a rate of 3.375% per annum, which will mature on May 12, 2026, unless earlier redeemed pursuant to the terms and conditions thereof. Reference is made to the announcement of the Company dated May 12, 2021 in relation to the issuance of the Notes by the Company, and the announcements of the Company dated June 8, 2023 and August 30, 2023 in relation to partial repurchase and cancellation of the Notes. The Company has purchased a total of $157,054,000 in principal amount of the Notes via open market purchases, among which $30,000,000 in principal amount of the Notes purchased by the Company via such open market purchases have been cancelled and the Company intends to retire and cancel the remaining $127,054,000 in principal amount of the Notes so purchased after completion of the Tender Offer.

As of the date of this announcement, the outstanding aggregate principal amount of the Notes is $770,000,000. The Notes are listed on The Stock Exchange of Hong Kong Limited. The Company is making an offer to purchase the Notes for cash of up to the Tender Cap under a modified Dutch auction procedure.

The Company reserves the right, but is not obligated, to increase the Tender Cap in its sole discretion without extending the Withdrawal Date or otherwise reinstating withdrawal rights. As at the date of this announcement, the Company has made available through the information and tender agent, to the Holders the Offer to Purchase setting forth, among other things, the terms and conditions of the Tender Offer. The Tender Offer commences on January 8, 2024 and will expire at 5:00 p.m., New York City time, on February 6, 2024, unless extended or earlier terminated by the Company in its sole discretion.

An announcement will be made by the Company as soon as reasonably practicable after the relevant decision in relation to such extension or termination is made. The Tender Offer will be conducted on the terms and conditions as set forth in the Offer to Purchase. Holders who validly tender and not validly withdraw their Notes on or prior to the Early Participation Date, and accepted for purchase by the Company (subject to proration) will be eligible to receive the Total Consideration, which includes an Early Tender Premium.

Holders who validly tender their Notes after the Early Participation Date will not be eligible to receive the Early Tender Premium. Accordingly, Holders who validly tender and not validly withdraw their Notes after the Early Participation Date and on or prior to the Expiration Date, and accepted for purchase by the Company (subject to proration) will receive the Tender Offer Consideration, which consists of the Total Consideration less the Early Tender Premium. Following consummation of the Tender Offer, the Notes that are purchased by the Company in the Tender Offer will be retired and cancelled and no longer remain outstanding obligations.

The Notes which are not validly tendered and accepted for purchase pursuant to the Tender Offer will remain outstanding. The Tender Offer is being conducted pursuant to a modified Dutch auction procedure. Holders who elect to participate in the Tender Offer on or prior to the Early Participation Date must specify a price (the "Bid Price") of not less than $940 per $1,000 in aggregate principal amount of Notes (the "Minimum Bid Price") and not more than $948 per $1,000 in aggregate principal amount of Notes (the "Maximum Bid Price") at which such Holder would be willing to accept as the Total Consideration payable in exchange for each $1,000 in principal amount of Notes validly tendered (and not validly withdrawn) in the Tender Offer.

The Bid Price must be in increments of $1. Bid Prices must be within the range of the Minimum Bid Price and Maximum Bid Price (the "Acceptable Bid Price Range"). Tenders of Notes at Bid Prices outside of this range will not be accepted and will not be used for purposes of determining the Total Consideration. Notwithstanding the foregoing, if any Holders elect to participate in the Tender Offer after the Early Participation Date, any Notes validly tendered after the Early Participation Date and on or prior to the Expiration Date will be deemed to have been tendered with a Bid Price equal to the Tender Offer Consideration, regardless of the Bid Price set forth in the agent's message (as defined in the Offer to Purchase) and such Holders will only be eligible to receive the Tender Offer Consideration and will not be eligible to receive the Early Tender Premium.

Tenders of Notes after the Early Participation Date (regardless of the Bid Price set forth in the agent's message) will not be used for purposes of determining the Total Consideration on the Early Participation Date as described below. The total consideration for the Notes will be a price per $1,000 in principal amount of Notes validly tendered (and not validly withdrawn) on or before the Early Participation Date and accepted for purchase by the Company, which includes the Early Tender Premium, as determined pursuant to the modified Dutch auction procedure (the "Total Consideration"). The "Total Consideration" for the Notes will be determined by the Company by consideration of the Bid Prices of all validly tendered (and not validly withdrawn) Notes on or prior to the Early Participation Date, in order of the lowest to the highest Bid Prices.

The Total Consideration will be: (i) the lowest price for all tenders of Notes on or prior to the Early Participation Date such that, for all such tenders of Notes whose Bid Price equal to or less than this lowest price, the Company will be able to accept an aggregate principal amount of Notes up to the Tender Cap under the Tender Offer, taking into account the aggregate principal amount of Notes that have been validly tendered (and not validly withdrawn), and the prorationing described in the Offer to Purchase, or (ii) in the event that the purchase of all the Notes validly tendered (and not validly withdrawn) would result in the Company acquiring Notes having an aggregate principal amount of less than the Tender Cap under the Tender Offer, the Total Consideration will be the highest Bid Price with respect to any Notes validly tendered (and not validly withdrawn).