TIANJIN JINRAN PUBLIC UTILITIES COMPANY LIMITED

Tianjin Jinran Public Utilities Company Limited

1265

CNE1000001C4

Natural Gas Utilities

Market Closed - Hong Kong S.E. Other stock markets 04:08:20 2024-04-26 am EDT			5-day change	1st Jan Change
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Mar. 28	Tianjin Jinran Public Utilities Company Limited Reports Earnings Results for the Full Year Ended December 31, 2023	CI
Mar. 18	Tianjin Jinran Public Utilities Company Limited Provides Earnings Guidance for the Year Ended 31 December 2023	CI

Tianjin Jinran Public Utilities : PROPOSED ELECTION OF NEW DIRECTOR AND SUPERVISOR, AND RE-ELECTION OF RETIRING DIRECTORS AND SUPERVISORS PROPOSED REMUNERATION FOR DIRECTORS AND SUPERVISORS PROPOSED DISTRIBUTION OF THE FINAL DIVIDEND FOR THE YEAR ENDED 31 DECEMBER 2020 PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICES OF ANNUAL GENERAL MEETING, CLASS MEETING OF HOLDERS OF DOMESTIC SHARES AND CLASS MEETING OF HOLDERS OF H SHARES

April 29, 2021 at 05:17 am EDT

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Tianjin Jinran Public Utilities Company Limited, you should at once hand this circular and the accompanying form of proxy and reply slip to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

天津津燃公用事業股份有限公司

Tianjin Jinran Public Utilities Company Limited

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 01265)

PROPOSED ELECTION OF NEW DIRECTOR AND SUPERVISOR, AND RE-ELECTION OF RETIRING DIRECTORS AND SUPERVISORS PROPOSED REMUNERATION FOR DIRECTORS AND SUPERVISORS PROPOSED DISTRIBUTION OF THE FINAL DIVIDEND FOR

THE YEAR ENDED 31 DECEMBER 2020

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

NOTICES OF ANNUAL GENERAL MEETING,

CLASS MEETING OF HOLDERS OF DOMESTIC SHARES AND

CLASS MEETING OF HOLDERS OF H SHARES

A letter from the Board dated 30 April 2021 is set out on pages 4 to 11 of this circular.

The notices convening the AGM and the Class Meetings to be held on 25 June 2021 (Friday) are set out on pages 65 to 72 of this circular.

Whether or not you are able to attend the AGM and the Class Meetings, you are reminded to complete the proxy forms in accordance with the instructions printed thereon and send the proxy forms to the office of the Company at Floor 9, Gangao Tower, No. 18 Zhengzhou Road, Heping District, Tianjin, PRC (for holders of Domestic Shares), or to the office of the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai Hong Kong (for holders of H Shares) as soon as practicable and in any event not later than 24 hours before the time appointed for holding of the respective AGM and the Class Meetings (or where applicable, any adjournment thereof). Completion and return of the proxy forms will not preclude you from attending and voting in person at the respective AGM or Class Meetings or at any adjourned meeting(s) should you so wish.

You are also reminded to complete and sign the reply slips (if you are entitled to attend the AGM and/or the Class Meetings) and return the signed reply slips to the Company's office in the PRC at Floor 9, Gangao Tower, No. 18 Zhengzhou Road, Heping District, Tianjin, PRC on or before 5 June 2021 (Saturday) in accordance with the instructions printed thereon.

All times and dates specified herein refer to local times and dates of Hong Kong.

30 April 2021

		CONTENTS
			Page
Definitions . .	. .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I	-	Details of the Retiring Directors subject to
		Re-election and of the New Director to be appointed. . . . . . . . . . . . . .	12
Appendix II	-	Details of the Supervisors subject to
		Re-election and of the New Supervisor to be appointed. . . . . . . . . . . .	22
Appendix III	-	Details of the Proposed Amendments to the Articles . . . . . . . . . . . . . .	26
Notice of AGM .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	65
Notice of Class Meeting of the Holders of Domestic Shares . . . . . . . . . . . . . . . . . . . . . . . .	69
Notice of Class Meeting of the Holders of H Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	71

- i -

DEFINITIONS

The following words and phrases used in this circular have the same meanings set out below unless the context requires otherwise:

"AGM"	the annual general meeting of the Company to be convened
	and held on 25 June 2021 (Friday) at 2:30 p.m. at Floor 9,
	Gangao Tower, No. 18 Zhengzhou Road, Heping District,
	Tianjin, PRC

"Articles"

"Binhai Gas Group"

"Board"

"Class Meetings"

"Company"

the articles of association of the Company

Tianjin Binhai Gas Group Company Limited（天津濱海燃氣集團有限公司）

the board of Directors

collectively, (1) the class meeting of holders of Domestic Shares to be convened and held on 25 June 2021 (Friday) at 3:30 p.m., and (2) the class meeting of holders of H Shares to be convened and held on 25 June 2021 (Friday) at 4:00 p.m., and in each case, at Floor 9, Gangao Tower, No. 18 Zhengzhou Road, Heping District, Tianjin, PRC

天津津燃公用事業股份有限公司 (Tianjin Jinran Public Utilities Company Limited), a joint stock limited company incorporated in the PRC, whose H shares are listed on the Stock Exchange

"controlling shareholder(s)"

"Director(s)"

"Domestic Share(s)"

has the meaning ascribed to it under the Listing Rules

the director(s) of the Company

ordinary domestic share(s) of nominal value of RMB0.10 each in the registered capital of the Company which are subscribed for in RMB

"Group"

the Company and its subsidiaries

- 1 -

DEFINITIONS

"H Share(s)"

"HK$"

"Hong Kong"

"Jinran China Resources"

"Latest Practicable Date"

"Listing Rules"

"PRC" or "China"

"RMB"

"SFO"

"Share(s)"

"Shareholder(s)"

"Stock Exchange"

overseas listed foreign invested share(s) of nominal value of RMB0.10 each in the share capital of the Company, which are listed on the Stock Exchange and subscribed for and traded in HK$

Hong Kong dollars, the lawful currency of Hong Kong

Hong Kong Special Administrative Region of the People's Republic of China

Jinran China Resources Gas Co., Ltd（津燃華潤燃氣有限公司）

26 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

the Rules Governing the Listing of Securities on the Stock Exchange

the People's Republic of China which, for the purposes of this circular only, excludes Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan

Renminbi, the lawful currency of the PRC

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

share(s) of the Company, including Domestic Share(s) and H Share(s), unless specified otherwise

holder(s) of Share(s)

The Stock Exchange of Hong Kong Limited

- 2 -

DEFINITIONS

"substantial shareholder(s)"

"Supervisor(s)"

"Supervisory Committee"

"Tianjin Energy"

"Tianjin Gas"

"%"

has the meaning ascribed thereto under the Listing Rules

supervisor(s) of the Company

the supervisory committee of the Company

Tianjin Energy Investment Group Co., Ltd（. 天津能源投資集團有限公司）

Tianjin Gas Group Company Limited（天津市燃氣集團有限公司）

per cent.

In this circular, certain Chinese names of institutions, natural persons or other entities have been translated into English and included as unofficial translations for identification purpose only. In the event of any inconsistency, the Chinese names shall prevail.

- 3 -

LETTER FROM THE BOARD

天津津燃公用事業股份有限公司

Tianjin Jinran Public Utilities Company Limited

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

	(Stock Code: 01265)
Executive Directors:	Legal address:
Mr. Zhao Wei (Chairman)	Weishan Road
Ms. Tang Jie	Chang Qing Science Industry and Trade Park
Mr. Sun Liangchuan	Jinnan District
	Tianjin, PRC
Non-executive Directors:
Mr. Hou Shuang Jiang	Principal place of business in the PRC:
Mr. Zhao Heng Hai	Floor 9, Gangao Tower
Mr. Zhang Jinlin	No. 18 Zhengzhou Road
	Heping District
Independent non-executive Directors:	Tianjin, PRC
Mr. Zhang Ying Hua
Mr. Yu Jian Jun
Mr. Guo Jia Li
	30 April 2021
To Shareholders:
Dear Sirs or Madams,

PROPOSED ELECTION OF NEW DIRECTOR AND SUPERVISOR, AND RE-ELECTION OF RETIRING DIRECTORS AND SUPERVISORS PROPOSED REMUNERATION FOR DIRECTORS AND SUPERVISORS

PROPOSED DISTRIBUTION OF THE FINAL DIVIDEND FOR

THE YEAR ENDED 31 DECEMBER 2020

AND

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

INTRODUCTION

Reference is made to the announcements of the Company dated 16 April 2021 in relation to the proposed changes, election and re-election of Directors and Supervisors, and dated 27 April 2021 in relation to the proposed amendments to the Articles, respectively.

- 4 -

LETTER FROM THE BOARD

The purpose of this circular is to furnish you details of: (1) the proposed election of new Director and re-election of retiring Directors; (2) the proposed election of new Supervisor and reelection of retiring Supervisors; (3) the proposed remuneration of Directors and Supervisors; (4) the proposed distribution of the final dividend for the year ended 31 December 2020; and (5) the proposed amendments to the Articles.

PROPOSED ELECTION OF NEW DIRECTOR AND RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the Board had nine Directors, comprising three executive Directors, namely Mr. Zhao Wei (Chairman), Ms. Tang Jie and Mr. Sun Liangchuan, three non- executive Directors, namely Mr. Hou Shuang Jiang, Mr. Zhao Heng Hai and Mr. Zhang Jinlin, and three independent non-executive Directors, namely Mr. Zhang Ying Hua, Mr. Yu Jian Jun and Mr. Guo Jia Li.

Due to his other work arrangements, Mr. Zhang Jinlin will retire as a non-executive Director with effect from the conclusion of the AGM and will not offer himself for re-election at the AGM. Mr. Zhang Jinlin has confirmed that he has no disagreement with the Board in any aspect during his term of office and there is no matter relating to his retirements that will need to be brought to the attention of the Shareholders.

Other than Mr. Zhang Jinlin, all of remaining Directors, being eligible, offer themselves for re-election pursuant to Article 95 of the Articles.

As recommended by the nomination committee of the Company, the Board proposes to seek the Shareholders' approval at the AGM (1) to elect Ms. Hou Yuling as a new non-executive Director, (2) to re-elect each of Mr. Zhao Wei, Ms. Tang Jie, Mr. Sun Liangchuan, Mr. Hou Shuang Jiang, Mr. Zhao Heng Hai, Mr. Zhang Ying Hua, Mr. Yu Jian Jun and Mr. Guo Jia Li as Director, and (3) to fix the remuneration of the Directors.

The biographies of the proposed Director to be elected, namely, Ms. Hou Yuling, and of the retiring Directors proposed to be re-elected, are set out in Appendix I to this circular.

- 5 -

LETTER FROM THE BOARD

PROPOSED ELECTION OF NEW SUPERVISOR AND RE-ELECTION OF RETIRING SUPERVISORS

As at the Latest Practicable Date, the Supervisory Committee comprised five Supervisors, namely Mr. Yang Hu Ling (as shareholders' representative Supervisor), Ms. Xu Hui and Mr. Liu Zhi Yuan (both as independent Supervisors), and Ms. Hao Li and Ms. You Hui Yan (both as staff representative Supervisors).

Pursuant to Article 123 of the Articles, the terms of office of the Supervisors shall be three years and the Supervisors shall be eligible for re-election upon expiry of the said term.

As Mr. Yang Hu Ling has reached the age of retirement, he will retire as a Supervisor with effect from the conclusion of the AGM and will not offer himself for re-election at the AGM. Due to her desires to devote more time to her personal matters, Ms. Hao Li has tendered her resignation as a Supervisor with effect from the conclusion of the AGM.

Each of Mr. Yang Hu Ling and Ms. Hao Li has respectively confirmed that he or she has no disagreement with the Board in any aspect during his or her term of office, and there is no matter relating to his or her retirement or resignation that will need to be brought to the attention of the Shareholders.

The Board proposes to seek the Shareholders' approval at the AGM (1) to elect Mr. Sun Guoqing as the shareholders' representative Supervisor of the new session of the Supervisory Committee, (2) to re-elect each of Ms. Xu Hui and Mr. Liu Zhi Yuan as independent Supervisor of the new session of the Supervisory Committee, and (3) to fix the remuneration of the Supervisors.

Ms. You Hui Yan has been re-elected, and Ms. Zhang Tingting has been newly elected, as staff representative Supervisors at the staff representatives' meeting. The appointment of Ms. Zhang Tingting will take effect from the conclusion of the AGM.

The biographies of the proposed Supervisor to be elected, namely, Mr. Sun Guoqing, and of the Supervisors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

- 6 -

LETTER FROM THE BOARD

PROPOSED REMUNERATION FOR DIRECTORS AND SUPERVISORS

On the basis of thorough consideration of the PRC markets, the Company, with reference to market remuneration standard and the actual circumstances of the Company, proposes to fix the remuneration of the members of the Board and the Supervisory Committee as follows:

Executive Director: Annual remuneration of RMB50,000 for each executive Director, which will be reviewed and adjusted according to the performance of each executive Director. The annual remuneration will be waived by all executive Directors, save for Ms. Tang Jie. Ms. Tang will be entitled to an annual remuneration of RMB50,000 pursuant to her Director's service contract (exclusive of benefits and discretionary bonus).
Non-executiveDirector: Annual remuneration of RMB50,000 for each non-executive Director, which will be waived by all non-executive Directors.
Independent non-executive Director: Annual remuneration of RMB50,000 for each independent non-executive Director.
Supervisor: Annual remuneration of RMB50,000 for each Supervisor in respect of their role as Supervisor, which will be waived by all Supervisors, save for independent Supervisors.

- 7 -

LETTER FROM THE BOARD

PROPOSED DISTRIBUTION OF THE FINAL DIVIDEND FOR THE YEAR ENDED 31 DECEMBER 2020

The Board recommended annual dividend for the year ended 31 December 2020 of RMB0.05 per Share (before considering any tax effect) to the Shareholders, amounting to RMB91,965,390 in aggregate, subject to approval by the Shareholders at the AGM.

The proposed dividend will be paid to the Shareholders whose names appear in the register of members of the Company at the close of business on 7 July 2021 (Wednesday), subject to the approval by the Shareholders at the AGM to be held on 25 June 2021 (Friday). The register of members of the Company will be closed from 3 July 2021 (Saturday) to 7 July 2021 (Wednesday) (both days inclusive), during which period no transfer of H Shares will be registered for the purpose of identifying qualified Shareholders for the entitlements to the dividend. In order to be qualified for the final dividend, all instruments of transfer, accompanied by the relevant share certificates of H Shares must be delivered to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong at or before 4:30 p.m. on 2 July 2021 (Friday).

The proposed dividend will be denominated in Renminbi. Dividend payable to holders of Domestic Shares will be paid in Renminbi, whereas dividend payable to holders of H Shares will be paid in Hong Kong dollars. The exchange rate of Renminbi to Hong Kong dollars to be adopted will be the average middle rate of the five business days preceding the date of declaration of such dividend (exclusive of such date of declaration) (being 25 June 2021, the date of the AGM) as announced by the People's Bank of China.

- 8 -

LETTER FROM THE BOARD

Taxation

Pursuant to the PRC Individual Income Tax Law（《中華人民共和國個人所得稅法》）, the Implementation Regulations of the PRC Individual Income Tax Law（《中華人民共和國個人所得稅法實施條例》）, the Administrative Measures of the State Administration of Taxation on Tax Convention Treatment for Non-resident Taxpayers (No. 60 of the Announcement of the State Administration of Taxation for 2016)（《國家稅務總局非居民納稅人享受稅收協定待遇管理辦法》）（國家稅務總局公告2016年第60號）, the Notice of the State Administration of Taxation on the Questions Concerning the Levy and Administration of Individual Income Tax After the Repeal of Guo Shui Fa [1993] No. 45 (Guo Shui Han [2011] No. 348)（《國家稅務總局關於國稅發[1993]045號文件廢止後有關個人所得稅徵管問題的通知》（國稅函[2011]348號））, other relevant laws and regulations and other regulatory documents, the Company shall, as a withholding

agent, withhold and pay individual income tax for the individual holders of H Shares in respect of the dividend to be distributed to them. However, the individual holders of H Shares may be entitled to certain tax preferential treatments pursuant to the tax treaties between the PRC and the countries (regions) in which the individual holders of H Shares are domiciled and the tax arrangements between mainland China, Hong Kong or Macau. For individual holders of H Shares in general, the Company will withhold and pay individual income tax at the rate of 10% on behalf of the individual holders of H Shares in the distribution of the dividend. However, the tax rates applicable to individual holders of H Shares overseas may vary depending on the tax treaties between the PRC and the countries (regions) in which the individual holders of H Shares are domiciled, and the Company will withhold and pay individual income tax on behalf of the individual holders of H Shares in the distribution of the dividend accordingly.

For non-resident enterprise holders of H Shares, i.e., any holders who hold H Shares in the name of non-individual shareholders, including but not limited to HKSCC Nominee Limited, other nominees, trustees, or holders of H Shares registered in the name of other groups and organisations, the Company will withhold and pay the enterprise income tax at the tax rate of 10% for such holders of H Shares pursuant to the Notice of the State Administration of Taxation on the Issues Concerning Withholding the Enterprises Income Tax on the Dividends Paid by Chinese Resident

Enterprises to H Share Holders Who Are Overseas Non-residentEnterprises (Guo Shui Han [2008] No. 897)（《國家稅務總局關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》（國稅函[2008]897號））.

- 9 -

LETTER FROM THE BOARD

Should the holders of H Shares have any doubt in relation to the aforesaid arrangements, they are recommended to consult their tax advisors for relevant tax impact in Mainland China, Hong Kong and other countries (regions) on the possession and disposal of the H Shares. The Company assumes no responsibility and disclaims all liabilities whatsoever in relation to the tax status or tax treatment of the individual holders of H Shares and for any claims arising from any delay in or inaccurate determination of the tax status or tax treatment of the individual holders of H Shares or any disputes over the withholding mechanism or arrangements.

PROPOSED AMENDMENTS TO THE ARTICLES

According to the Company Law of the PRC, the Guidelines for Articles of Association of Listed Companies 《( 上市公司章程指引》) and other relevant laws and regulations and regulatory provisions, and with reference to the actual condition, the Board proposes to seek the Shareholders'

approval to amend the Articles at the AGM. Details of the proposed amendments are set out in Appendix III to this circular.

Among others, certain proposed amendments with respect to share purchase of the Company intend to reflect the latest position in the Company Law of the PRC. Notwithstanding the subject amendments, the Company will still be subject to, and will comply with, the relevant requirements and restrictions under the Listing Rules and/or the Code on Share Buy-back as may be applicable if any repurchase of shares is to be conducted.

The proposed amendments to the Articles are subject to the approval of the Shareholders at the AGM and the Class Meetings, each by way of special resolution, and shall take effect upon these resolutions being passed.

It will also be proposed at the AGM and the Class Meetings to grant an authorisation to the Board, and for the Board to delegate such authorisation to other persons, to make adjustments or amendments to the Articles in accordance with the laws and regulations, and the opinions on the amendments to the Articles from the regulatory authorities, and to deal with procedural matters such as approval, filing and information disclosure.

- 10 -

LETTER FROM THE BOARD

AGM AND CLASS MEETINGS

The notices of the AGM and the Class Meetings are set out on pages 65 to 72 of this circular.

Pursuant to the Listing Rules, voting at the AGM and the Class Meetings shall be taken by poll except where the chairman of the AGM and Class Meetings, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

Proxy forms for use at the AGM and the Class Meetings, respectively, are enclosed with this circular. Whether or not you are able to attend (if you are so entitled to) the AGM and/or the Class Meetings, you are requested to complete the proxy forms in accordance with the instructions printed thereon and return the same as soon as possible to the Company's office at Floor 9, Gangao Tower, No.18 Zhengzhou Road, Heping District, Tianjin, the PRC (for holders of Domestic Shares), or the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for holders of H Shares) as soon as possible and in any event not later than 24 hours before the time appointed for holding the AGM and the Class Meetings, respectively (or where applicable, any adjournment thereof).

Reply slips for the purpose of informing the Company whether you will be attending (in person or by proxy) the AGM and the Class Meetings are also enclosed. You are reminded to complete and sign the reply slips (if you are entitled to attend the AGM and/or the Class Meetings) and return the same to the Company's office at Floor 9, Gangao Tower, No.18 Zhengzhou Road, Heping District, Tianjin, the PRC on or before 5 June 2021 (Friday) in accordance with the instructions printed thereon.

RECOMMENDATION

The Directors believe that each of the proposed resolutions for consideration and approval by Shareholders at the AGM and the Class Meetings, including the proposed election and re-election of the Directors and Supervisors, the proposed remuneration for the Directors and the Supervisors, the proposed dividend distribution and the proposed amendments of the Articles, are in the best interests of the Company and the Shareholders as a whole.

Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM and the Class Meetings as set out in the notices of the AGM and Class Meetings.

By Order of the Board

Tianjin Jinran Public Utilities Company Limited

Zhao Wei

Chairman

- 11 -

APPENDIX I	DETAILS OF THE RETIRING DIRECTORS SUBJECT TO
	RE-ELECTION AND OF THE NEW DIRECTOR TO BE APPOINTED

Set out below are biographies of the proposed Director to be elected, and the retiring Directors proposed to be re-elected at the AGM:

EXECUTIVE DIRECTORS

Mr. Zhao Wei（趙維）, aged 57, is the chairman of the Board and an executive Director. He graduated from the Industrial Management Engineering Department（工業管理工程系）of Tianjin University of Technology（天津理工大學）(formerly known as Tianjin Institute of Technology（天津理工學院））majoring in engineering management in 1986, and graduated from Party School of the Central Committee of the Communist Party of China ("CPC")（中共中央黨校）as an on-the- job graduate in legal theory in 2009. He is also a senior political officer and senior economist.

From 1986 to 2008, Mr. Zhao held various positions at Tianjin Gas Corporation（天津市煤氣總公司）, Division of the Urban and Rural Planning and Construction and Transportation Committee of the Tianjin Committee of the CPC（天津市委城建工委幹部處）, and Tianjin Pipeline Engineering Group（天津市管道工程集團）. In 2008, he joined Tianjin Gas (the controlling shareholder of the Company) as the secretary of the disciplinary committee, and later

served as deputy Party secretary and the secretary of the disciplinary committee in Tianjin Gas from May 2011 to 2013. He served as the deputy Party secretary and the secretary of the disciplinary committee in Jinran China Resources (a subsidiary of Tianjin Gas) from February 2013 to February 2015, and served as the deputy chief trainer and managing vice president of the Party School of the Group in Tianjin Energy (the intermediary holding company of Tianjin Gas) from February 2015 to February 2017. Mr. Zhao has been the Party secretary and Chairman of Binhai Gas Group (a subsidiary of Tianjin Gas) since 2017.

He was appointed as the executive Director on 26 June 2018. He is also the chairman of the Nomination Committee of the Company.

Save as disclosed herein, Mr. Zhao does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, and did not hold any directorship in other public companies the securities which are listed on any securities market in Hong Kong or overseas in the past three years or any other position with the Group. Save as disclosed herein, he does not have other major appointments and professional qualifications.

- 12 -

APPENDIX I	DETAILS OF THE RETIRING DIRECTORS SUBJECT TO
	RE-ELECTION AND OF THE NEW DIRECTOR TO BE APPOINTED

As at the Latest Practicable Date, Mr. Zhao did not have any interest in any share, underlying share or debenture of the Company and its associated corporations within the meaning of Part XV of the SFO.

For the year ended 31 December 2020, and pursuant to his existing service contract, Mr. Zhao was entitled to an aggregate annual remuneration of RMB50,000 (including discretionary bonuses and benefits) which was determined with reference to his role in the Company, the market rate and his performance during the period. Mr. Zhao has waived such remuneration.

Ms. Tang Jie（唐潔）, aged 53, is an executive Director. She graduated from the Tianjin Institute of Finance（天津財經學院）(now known as the Tianjin University of Finance and Economics（天津財經大學））, majoring in accounting, in 1991.

She is one of the promoters of the Company and had been working for the Company as an accountant and deputy general manager in the account department since December 1998. She was appointed as a deputy general manager of the Company in 2001.

She was appointed as an executive Director on 28 December 2001 and is responsible for making material decisions of the Company.

Save as disclosed herein, Ms. Tang does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, and did not hold any directorship in other public companies the securities which are listed on any securities market in Hong Kong or overseas in the past three years or any other position with the Group. Save as disclosed herein, she does not have other major appointments and professional qualifications.

As at the Latest Practicable Date, Ms. Tang owned 41,700,000 Domestic Shares (representing approximately 2.27% of the issued share capital of the Company). She did not have other interest in any share, underlying share or debenture of the Company and its associated corporations within the meaning of Part XV of the SFO as at the Latest Practicable Date.

For the year ended 31 December 2020, and pursuant to her existing service contract, Ms. Tang was entitled to an aggregate annual remuneration of RMB50,000 (including discretionary bonuses and benefits) which was determined with reference to her role in the Company, the market rate and her performance during the period.

- 13 -

APPENDIX I	DETAILS OF THE RETIRING DIRECTORS SUBJECT TO
	RE-ELECTION AND OF THE NEW DIRECTOR TO BE APPOINTED

Mr. Sun Liangchuan（孫良傳）, aged 46, is an executive Director and the general manager of the Company. He obtained a bachelor's degree of Urban Gas Engineering from Tianjin Chengjian University（天津城建大學, formerly known as Tianjin Institute of Urban Construction 天津城市建設學院）in July 1996. He has been conferred the qualification of senior engineer by the Engineering Technology and Civil Engineering Professional Evaluation Committee of the Tianjin Municipal Personnel Bureau（天津市人事局工程技術土建專業審評委）since December 2007.

Mr. Sun joined Binhai Gas Group (a wholly-owned subsidiary of Tianjin Gas, which is a controlling shareholder of the Company) in August 2012 and has undertaken various positions. Among others, he served as the deputy chief engineer and minister of planning and construction from August 2012 to November 2015, as the assistant to the general manager from November 2015 to April 2018, and has been appointed as the deputy general manager since April 2018.

He was appointed as an executive Director on 29 June 2020. He is also an authorised representative of the Company.

Save as disclosed herein, Mr. Sun does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, and did not hold any directorship in other public companies the securities which are listed on any securities market in Hong Kong or overseas in the past three years or any other position with the Group. Save as disclosed herein, he does not have other major appointments and professional qualifications.

As at the Latest Practicable Date, Mr. Sun did not have any interest in any share, underlying share or debenture of the Company and its associated corporations within the meaning of Part XV of the SFO.

For the year ended 31 December 2020, and pursuant to his existing service contract, Mr. Sun was entitled to an aggregate annual remuneration of RMB50,000 (including discretionary bonuses and benefits) which was determined with reference to his role in the Company, the market rate and his performance during the period. Mr. Sun has waived such remuneration.

- 14 -

APPENDIX I	DETAILS OF THE RETIRING DIRECTORS SUBJECT TO
	RE-ELECTION AND OF THE NEW DIRECTOR TO BE APPOINTED

NON-EXECUTIVE DIRECTORS

Mr. Hou Shuang Jiang（侯雙江）, aged 52, is a non-executive Director. He was awarded with a bachelor's degree in chemical engineering from Tianjin University of Technology（天津理工大學, formerly known as Tianjin Institute of Technology（天津理工學院））in July 1991.

Mr. Hou has accumulated more than 19 years of experience in the finance and capital markets sector. Prior to joining the Company, Mr. Hou worked as an officer in 中鋼集團天津地質研究院 (Sinosteel Tianjin Geological Academy, formerly known as Ministry of Metallurgical Industry Tianjin Geological Academy（冶金部天津地質調查所）) from July 1991 to April 1996, the deputy manager of the sales department of Tianjin Huijin Futures Brokerage Company（天津匯金期貨經紀公司）in Zhengzhou from April 1996 to December 1999. From December 1999 to May 2000, Mr. Hou acted as an investment consultant of Yingda Securities Co., Ltd（. 英大證券有限責任公司）. He was an investment consultant of Bohai Securities Co., Ltd（渤海證券股份有限公司）from May 2000 to January 2013. From January 2013 to November 2013, Mr. Hou was the manager of the capital operation department of Tianjin Energy. Mr. Hou has been the manager of

the capital operation department of Tianjin Energy, the intermediary holding company of Tianjin

Gas since November 2013. He is a director of Jinran Trading Consultancy Company Limited（津燃貿易諮詢有限公司）, a wholly-owned subsidiary of Tianjin Gas, as well as a director and/or supervisor of one or more subsidiaries of Tianjin Energy. He also served as a director of Tianjin Jinneng Co., Ltd.（天津津能股份有限公司）since June 2017, an executive director of Jinneng International Co., Ltd.（津能國際有限公司）since August 2017, the chairman of Tianjin Jinneng Finance Leasing Co., Ltd.（天津津能融資租賃有限公司）since August 2017, a director of Bohai Industrial Investment Fund Management Co., Ltd.（渤海產業投資基金管理公司）since June 2019 and a director of Tianjin Energy Group Finance Co., Ltd.（天津能源集團財務有限公司）since May 2019.

He was appointed as an executive Director on 3 March 2014 and was redesignated as the non-executive Director on 26 June 2018. He is also a member of the Remuneration Committee of the Company.

Save as disclosed herein, Mr. Hou does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, and did not hold any directorship in other public companies the securities which are listed on any securities market in Hong Kong or overseas in the past three years or any other position with the Group. Save as disclosed herein, he does not have other major appointments and professional qualifications.

- 15 -

APPENDIX I	DETAILS OF THE RETIRING DIRECTORS SUBJECT TO
	RE-ELECTION AND OF THE NEW DIRECTOR TO BE APPOINTED

As at the Latest Practicable Date, Mr. Hou did not have any interest in any share, underlying share or debenture of the Company and its associated corporations within the meaning of Part XV of the SFO.

For the year ended 31 December 2020, and pursuant to his existing service contract, Mr. Hou was entitled to an aggregate annual remuneration of RMB50,000 (including discretionary bonuses and benefits) which was determined with reference to his role in the Company, the market rate and his performance during the period. Mr. Hao has waived such remuneration.

Mr. Zhao Heng Hai（趙恒海）, aged 52, is a non-executive Director. He graduated from the School of Architecture of Tianjin University (now known as Tianjin Chengjian University（天津城建大學））, majoring in urban gas and heat energy engineering in 1990 and is a senior engineer. From 1990 to 2002, Mr. Zhao held various positions at Tianjin Gas Corporation and Tianjin Natural Gas Company（天津市天然氣公司）. From December 2002 to February 2013, Mr. Zhao was the deputy director and director of Business Management Department（營業管理部）of Tianjin Gas, and was the director of the Business Management Department and the director of Anti-piracy

Office（打盜辦）of Jinran China Resources (a subsidiary of Tianjin Gas) from February 2013 to February 2015. He has been the deputy manager of Gas Industry Department（燃氣產業部）of Tianjin Energy since February 2015.

He was appointed as the non-executive Director on 26 June 2018.

- 16 -

APPENDIX I	DETAILS OF THE RETIRING DIRECTORS SUBJECT TO
	RE-ELECTION AND OF THE NEW DIRECTOR TO BE APPOINTED

Ms. Hou Yuling（侯玉玲）, aged 38, graduated with a bachelor's degree of engineering from the Yantai University（煙臺大學）in PRC in July 2004. She received a master's degree in management from the North China Electric Power University（華北電力大學）in PRC in April 2007. She was qualified as a Senior Economist (Business Administration)（高級經濟師（工商管理））by the Tianjin Municipal Human Resources and Social Security Bureau（天津市人力資源和社會保障局）in December 2020, and Office of Professional Title in Tianjin（天津市職稱工作辦公室）approved her qualification in Business Administration (Medium level) in November 2015.

Ms. Hou has been a deputy manager of the asset management department of Tianjin Energy since December 2019. Previously, she was engaged as a manager assistant of the heating industry department of Tianjin Energy in February 2017, and as a deputy manager of heating industry

department of Tianjin Energy in April 2018. Ms. Hou was engaged by Tianjin Heat and Electric Company（天津市熱電公司）as an officer assistant of its planning and development department in December 2008, and was engaged as a deputy officer of the planning and development department

(settlement center) in October 2009.

Save as disclosed herein, Ms. Hou does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, and did not hold any directorship in other public companies the securities which are listed on any securities market in Hong Kong or overseas in the past three years or any other position with Group. Save as disclosed herein, she does not have other major appointments and professional qualifications.

As at the Latest Practicable Date, Ms. Hou did not have any interest in any share, underlying share or debenture of the Company and its associated corporations within the meaning of Part XV of the SFO.

If elected, pursuant to the service contract to be entered into, Ms. Hou will be entitled to an aggregate annual remuneration of RMB50,000 (including discretionary bonuses and benefits) which is determined with reference to her role in the Company and the market rate. Ms. Hao will waive such remuneration.

- 17 -

APPENDIX I	DETAILS OF THE RETIRING DIRECTORS SUBJECT TO
	RE-ELECTION AND OF THE NEW DIRECTOR TO BE APPOINTED

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Zhang Ying Hua（張英華）, aged 71, is an independent non-executive Director. Mr. Zhang graduated from Tianjin University of Finance and Economics（天津財經大學） ("TUFE"), majoring in industrial management, in 1977. He obtained a master degree of Business

Administration from the Oklahoma City University in 2001.

He had been the deputy dean of the Faculty of Business, the head secretary general of the Communist Party of the Department of Corporate Management of TUFE from 2004 to 2007, and was the dean of the Faculty of Business of TUFE from 2007 and until 2010. Since then, Mr. Zhang has been a professor and doctoral advisor of the Department of Corporate Management of the Faculty of Business of TUFE, the dean of the Management Faculty and head of the management department of Zhujiang Management College（珠江學院）of TUFE. He was awarded special subsidy by the State Council in 2009 to reward his contribution to the development of the study of society sciences to the PRC.

He was appointed as the independent non-executive Director on 16 June 2015. He is also a member of each of the Audit Committee and Nomination Committee of the Company, and the chairman of the Remuneration Committee of the Company.

Save as disclosed herein, Mr. Zhang does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, and did not hold any directorship in other public companies the securities which are listed on any securities market in Hong Kong or overseas in the past three years or any other position with the Group. Save as disclosed herein, he does not have other major appointments and professional qualifications.

As at the Latest Practicable Date, Mr. Zhang did not have any interest in any share, underlying share or debenture of the Company and its associated corporations within the meaning of Part XV of the SFO.

For the year ended 31 December 2020, and pursuant to his existing service contract, Mr. Zhang was entitled to an aggregate annual remuneration of RMB50,000 (including discretionary bonuses and benefits) which was determined with reference to his role in the Company, the market rate and his performance during the period.

- 18 -

APPENDIX I	DETAILS OF THE RETIRING DIRECTORS SUBJECT TO
	RE-ELECTION AND OF THE NEW DIRECTOR TO BE APPOINTED

Mr. Yu Jian Jun（玉建軍）, aged 57, is an independent non-executive Director. Mr. Yu graduated from the School of Architecture of Tianjin University (now known as Tianjin Chengjian University（天津城建大學））, majoring in gas engineering, in 1986. Mr. Yu is a professor and master advisor. He currently serves as a deputy head of the Department of Environment and

Equipment, Faculty of Energy and Safety Engineering, Tianjin Chengjian University.

He is a member of the China City Gas Society（中國城市燃氣學會）and a member of its Technology Committee. Mr. Yu is the deputy head of the City Construction Committee of Tianjin Democratic Construction Association（天津民主建國會城建委員會）, and an expert appointed by the Planning Office of Tianjin City（天津市建設管理委員會）.

He was appointed as the independent non-executive Director on 16 June 2015. He is also a member of each of the Audit Committee and the Nomination Committee of the Company.

Save as disclosed herein, Mr. Yu does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, and did not hold any directorship in other public companies the securities which are listed on any securities market in Hong Kong or overseas in the past three years or any other position with the Group. Save as disclosed herein, he does not have other major appointments and professional qualifications.

As at the Latest Practicable Date, Mr. Yu did not have any interest in any share, underlying share or debenture of the Company and its associated corporations within the meaning of Part XV of the SFO.

For the year ended 31 December 2020, and pursuant to his existing service contract, Mr. Yu was entitled to an aggregate annual remuneration of RMB50,000 (including discretionary bonuses and benefits) which was determined with reference to his role in the Company, the market rate and his performance during the period.

- 19 -

APPENDIX I	DETAILS OF THE RETIRING DIRECTORS SUBJECT TO
	RE-ELECTION AND OF THE NEW DIRECTOR TO BE APPOINTED

Mr. Guo Jia Li（郭家利）, aged 63, is an independent non-executive Director. Mr. Guo graduated from TUFE, majoring in accounting, in August 1984.

Mr. Guo was the project manager of Tianjin Accounting Firm（天津會計師事務所）from September 1984 to May 1995 and was the project manager of Tianjin Binhai Accounting Firm（天津濱海會計師事務所）from May 1995 to May 1996. He was the deputy chief accountant of Tianjin Jiwei Accounting Firm（天津吉威會計師事務所）from May 1996 to March 1997 and the chief accountant of Tianjin Licheng Accounting Firm（天津利成會計師事務所）from March 1997 to January 2001. He served as chief accountant of the Tianjin branch of RSM Nelson Wheeler（中瑞岳華會計師事務所）from January 2001 to November 2011. From November 2011 to October 2020, Mr. Guo was a partner of Tianjin branch of Shinewing Certified Public Accountants（信永中和會計師事務所）(Special Ordinary Partnership). He has retired from the partnership and ceased to be the partner since October 2020.

He was appointed as the independent non-executive Director on 16 June 2015. He is also the chairman of the Audit Committee of the Company, and a member of the Remuneration Committee of the Company.

Save as disclosed herein, Mr. Guo does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, and did not hold any directorship in other public companies the securities which are listed on any securities market in Hong Kong or overseas in the past three years or any other position with the Group. Save as disclosed herein, he does not have other major appointments and professional qualifications.

As at the Latest Practicable Date, Mr. Guo did not have any interest in any share, underlying share or debenture of the Company and its associated corporations within the meaning of Part XV of the SFO.

For the year ended 31 December 2020, and pursuant to his existing service contract, Mr. Guo was entitled to an aggregate annual remuneration of RMB50,000 (including discretionary bonuses and benefits) which was determined with reference to his role in the Company, the market rate and his performance during the period.

- 20 -

APPENDIX I	DETAILS OF THE RETIRING DIRECTORS SUBJECT TO
	RE-ELECTION AND OF THE NEW DIRECTOR TO BE APPOINTED

SERVICE CONTRACTS AND OTHERS

If elected or re-elected (as the case maybe), each of the Directors to be re-elected and proposed Director to be elected will enter into a service contract with the Company for a term of three years commencing from the conclusion of the AGM and ending on the conclusion of the annual general meeting of the Company to be held in 2024.

Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to the election and/or the re-election of the aforesaid Directors that need to be brought to the attention of the Shareholders.

- 21 -

APPENDIX II DETAILS OF THE SUPERVISORS SUBJECT TO RE-ELECTION AND OF THE NEW SUPERVISOR TO BE APPOINTED

Set out below are biographies of the proposed Supervisor to be elected, and the Supervisors proposed to be re-elected at the AGM:

SHAREHOLDERS' REPRESENTATIVE SUPERVISOR

Mr. Sun Guoqing（孫國慶）, aged 50, graduated with a bachelor's degree in economics from Changchun Taxation College（長春稅務學院, now Jilin University of Finance and Economics（吉林財經大學））("Changchun Taxation College") in the PRC, in July 1995. He received a master's degree in economics from Changchun Taxation College in June 2002. He was qualified as Senior

Auditor awarded by the Committees for Appraisal and Election of Senior Auditors of the National Audit Office, the PRC（中華人民共和國審計署高級審計師評審委員會）in December 2007.

Mr. Sun has been appointed as the manager of the audit department of Tianjin Energy in March 2021. He was appointed as a deputy manager of the audit and supervision department of Tianjin Energy in April 2014. He was engaged as a deputy manager of the audit department of Tianjin Energy in February 2017, and as a deputy manager (in charge) of the audit department of

Tianjin Energy in December 2018. Mr. Sun previously worked in the Changchun Special Office of the National Audit Office（審計署長春特派辦）, the PRC.

Save as disclosed herein, Mr. Sun does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, and did not hold any directorship in other public companies the securities which are listed on any securities market in Hong Kong or overseas in the past three years or any other position with the Company and other members of the Group. Save as disclosed herein, he does not have other major appointments and professional qualifications.

If elected, pursuant to the service contract to be entered into, Mr. Sun will be entitled to an aggregate annual emoluments of RMB50,000 which is determined with reference to his role in the Company and the market rate. Mr. Sun will waive such remuneration.

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APPENDIX II DETAILS OF THE SUPERVISORS SUBJECT TO RE-ELECTION AND OF THE NEW SUPERVISOR TO BE APPOINTED

INDEPENDENT SUPERVISORS

Ms. Xu Hui（許暉）, aged 54, is an independent Supervisor. Ms. Xu has obtained a doctoral degree in Management in Nankai University in June 2002 and is a professor and postdoctoral fellow in the Project Management Postdoctoral Research Workshop（管理工程博士後研究工作站）of Tianjin University. From January 1997, Ms. Xu has been teaching in the Department of Marketing,

Faculty of Business, Nankai University. She is a member of the China Association of International Trade（中國國際貿易學會）and the Tianjin Association of International Trade（天津市國際貿易學會）.

She was appointed as an independent Supervisor on 16 June 2015.

Save as disclosed herein, Ms. Xu does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, and did not hold any directorship in other public companies the securities which are listed on any securities market in Hong Kong or overseas in the past three years or any other position with the Company and other members of the Group. Save as disclosed herein, she does not have other major appointments and professional qualifications.

As at the Latest Practicable Date, Ms. Xu did not have any interest in any share, underlying share or debenture of the Company and its associated corporations within the meaning of Part XV of the SFO.

For the year ended 31 December 2020, and pursuant to her existing Supervisor's service contract, Ms. Xu received an aggregate annual emoluments of RMB50,000, which was determined with reference to her role in the Company, the market rate and her performance during the period.

- 23 -

APPENDIX II DETAILS OF THE SUPERVISORS SUBJECT TO RE-ELECTION AND OF THE NEW SUPERVISOR TO BE APPOINTED

Mr. Liu Zhi Yuan（劉志遠）, aged 57, is an independent Supervisor. Mr. Liu graduated from Qinghai Normal University（青海師範大學）(formerly known as of Qinghai Normal College （青海師範學院））, majoring in physics, in 1982. He obtained master and doctorate degree in Business Administration from Nankai University（南開大學）in 1987 and 1994 respectively. Since June 1987, Mr. Liu has been working in the Faculty of Business, Nankai University and he was a

deputy dean of the Faculty from 1997 to 2005. He currently serves as an independent director of Qingdao Hisense Electronics Co., Ltd（. 青島海信電器股份有限公司）(SSE Stock Code: 600060), and an independent non-executive director of Yang Quan Coal Industry Group Co., Ltd（. 陽泉煤業（集團）股份有限公司）(SH Stock Code: 600348) whose shares are listed on the Shanghai Stock Exchange (the "SSE"). Mr. Liu also currently serves as an independent director of Tianjin Jinbin Development Co., Ltd（. 天津津濱發展股份有限公司）(SE Stock Code: 000897), whose shares are listed on the Shenzhen Stock Exchange (the "SZSE"). In addition, Mr. Liu served as an independent

executive director of Shanghai Fudan Forward Science & Technology Company Limited（上海復旦復華科技股份有限公司）(SSE Stock Code: 600624), whose shares are listed on the SSE, from 30 June 2009 to 27 October 2015; an independent executive director of Luxshare Precision Industry Co., Ltd（. 立訊精密工業股份有限公司）(SE Stock Code: 002475), whose shares are listed on SZSE, from 22 February 2009 to 17 April 2015; an independent executive director of Tianjin Motor Dies Co., Ltd.（天津汽車模具股份有限公司）(SE Stock Code: 002510), an independent non- executive director of Zhejiang China Commodities City Group Co., Ltd（. 浙江中國小商品城集團股份有限公司）(SSE Stock Code: 600415) and an independent non-executive director of Tianjin Realty Development (Group) Co., Ltd.（天津市房地產發展（集團）股份有限公司）(SSE Stock Code:600322).

He was appointed as an independent Supervisor on 22 June 2016.

Save as disclosed herein, Mr. Liu does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company, and did not hold any directorship in other public companies the securities which are listed on any securities market in Hong Kong or overseas in the past three years or any other position with the Company and other members of the Group. Save as disclosed herein, he does not have other major appointments and professional qualifications.

As at the Latest Practicable Date, Mr. Liu did not have any interest in any share, underlying share or debenture of the Company and its associated corporations within the meaning of Part XV of the SFO.

For the year ended 31 December 2020, and pursuant to his existing Supervisor's service contract, Mr. Liu received an aggregate annual emoluments of RMB50,000, which was determined with reference to his role in the Company, the market rate and his performance during the period.

- 24 -

APPENDIX II DETAILS OF THE SUPERVISORS SUBJECT TO RE-ELECTION AND OF THE NEW SUPERVISOR TO BE APPOINTED

SERVICE CONTRACTS AND OTHERS

If elected or re-elected (as the case maybe), each of the Supervisors to be re-elected and proposed Supervisor to be elected will enter into a service contract with the Company for a term of three years commencing from the conclusion of the AGM and ending on the conclusion of the annual general meeting of the Company to be held in 2024.

Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to the election and/or the re-election of the aforesaid Supervisors that need to be brought to the attention of the Shareholders.

- 25 -

APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES

Existing Articles	Proposed New Articles

Article 1 The Company is a joint	Article 1 In order to protect the
stock limited company established in	legitimate rights and interests of
accordance with the Company Law of	t h e s h a re h o l d e r s a n d c re d i t o r s
the People's Republic of China (the	of the Company and regulate the
"Company Law"), Special Regulations	organization and conduct of the
Of The State Council On The Offer	Company, the Articles of Association
Of Shares And Listing Of Joint Stock	are formulatedin accordance with
Limited Companies Outside the PRC (the	the Company Law of the People's
"Special Regulations") and other relevant	Republic of China (the "Company Law"),
laws, regulations of the PRC.	the Securities Law of the People's
	Republic of China, Special Regulations
On 26 December 2001, the original	Of The State Council On The Offer
Tianjin Tianlian Natural Gas Company	Of Shares And Listing Of Joint Stock
Limited was changed in its entirely to	Limited Companies Outside the PRC
become Tianjin Tianlian Public Utilities	(the "Special Regulations"), Official
Company Limited as approved by "Entire	Reply of the State Council regarding
Change of Tianjin Tianlian Natural Gas	Adjusting the Application of Provisions
Company Limited to Tianjin Tianlian	to Matters Including the Notice Period
Public Utilities Company Limited" issued	for Convention of Shareholders '
by the Tianjin Municipal Government	M e e t i n g s b y O v e r s e a s L i s t e d
(Jin Gu Pi [2001] No . 22) . On 29	Companies, Mandatory Provisions for
December 2011, the Company registered	Articles of Association of Companies to
at the Administration Bureau for Industry	be Listed Overseas, Rules Governing
and Commerce of Tianjin Municipal and	the Listing of Securities on the Stock
acquired the business licence with the	Exchange of Hong Kong Limited
number 120112000002102.	("Hong Kong Stock Exchange Listing
	Rules " )and other relevant laws,
	regulations of the PRC.

- 26 -

APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

The promoters of the Company and the proportion of their equity interests are: Tianjin Municipal Liansheng Investment Group Company Limited, representing 57% of the equity interests of the Company; Tianjin Jinlian Investment and Trading Company Limited, representing 20.19% of the equity interests of the Company; Tianjin Gas Group Company Limited, representing 14.81% of the equity interests of the Company; Ms. Tang Jie, representing 6% of the equity interests of the Company and Ms. Liang Jingqi, representing 2% of the equity interests of the Company.

The Company is a joint stock limited company established in accordance with the Company Law and other relevant regulations.On 26 December 2001, the original Tianjin Tianlian Natural Gas Company Limited was changed in its entirely to become Tianjin Tianlian Public Utilities Company Limited as approved by "Entire Change of Tianjin Tianlian Natural Gas Company Limited to Tianjin Tianlian Public Utilities Company Limited" issued by the Tianjin Municipal Government (Jin Gu Pi [2001] No.22). On 29 December 2011, the Company registered at the Administration Bureau for Industry and Commerce of Tianjin Municipal and acquired the business licence with the number 120112000002102.

- 27 -

APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

Article 6 The Articles of Association of the Company shall be effective on the day which the prospectus of the initial placement of the overseas listed foreign shares was registered with the Hong Kong Companies Registry.

Since the effective day of the Articles of Association, it shall be a legally binding document which regulates the organization and conduct of the Company, the rights and obligations between the Company and shareholders and among the shareholders.

S h a r e h o l d e r s m a y i n i t i a t e l e g a l proceedings against the Company according to the Articles of Association, t h e C o m p a n y m a y i n i t i a t e l e g a l proceedings against the shareholders according to the Articles of Association; the shareholders may initiate legal proceedings against other shareholders according to the Articles of Association; the shareholders may also institute legal proceedings against directors, supervisors, managers and other senior management officers of the Company according to the Articles of Association.

Article 6 The Articles of Association of the Company shall be adopted by a special resolution of the general meeting of the Company and shall supersede the Articles of Association of the Company originally registered with the Administration for Industry and Commerce.

- 28 -

APPENDIX III	DETAILS OF THE PROPOSED
AMENDMENTS TO THE ARTICLES


The legal proceedings referred to in the	The legal proceedings referred to in the
preceding paragraph shall include legal	preceding paragraph shall include legal
proceedings initiated in courts or the	proceedings initiated in courts or the
application to arbitration institutions for	application to arbitration institutions for
arbitration.	arbitration.
	Other senior management officers
	referred to in the preceding paragraph
	shall include assistant managers,
	financial officers and secretaries of the
	Board of Directors.

Article 8 The Company may invest in	Article 8 The Company may invest in
other companies with limited liability	other companies with limited liability
and joint stock limited companies with	and joint stock limited companies with
limited liabilities and its liabilities	limited liabilities and its liabilities
therefor shall be limited to the amount of	therefor shall be limited to the amount of
the capital invested.	the capital invested.
Upon the approval granted by the
examining and approving authorities of
the Company authorized by the State
Council, the Company may operate
as a holding company as described in
paragraph 2, Article 12 of the Company
Law according to its needs of operation
and management.

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APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

Article 26 The Company may repurchase its issued shares in accordance with the procedures provided by the Articles of Association after the same have been approved by the relevant supervisory authorities of the State under the following circumstances:

cancellation of shares for the purpose of reduction of capital of the Company;
merger with other companies which hold shares of the Company;
to award the shares to the employees of the Company;
the shareholder requests that his/her shares be acquired due to objections to the company's resolution on merger or division passed at the shareholders' general meeting;
other circumstances permitted by laws and administrative regulations.

cancellation of shares for the purpose of reduction of capital of the Company;
merger with other companies which hold shares of the Company;
to use the shares for employee stock ownership plans or equity incentives;
the shareholder requests that his/her shares be acquired due to objections to the company's resolution on merger or division passed at the shareholders' general meeting;
to use the shares for conversion of corporate bonds issued by listed companies that are convertible into shares;
Other matters necessary for the listed company to protect the value of the Company and the interests of shareholders.

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APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

T h e p u r c h a s e o f t h e C o m p a n y ' s own shares for any of the reasons as mentioned in sub-paragraphs (1) to (3) of the first paragraph of this Article, shall be approved by a resolution at the shareholders' general meeting. After the Company purchases its own shares according to the provisions of the said paragraph, it shall, under the circumstance as mentioned in sub- paragraph (1), cancel them within 10 days after the purchase; under the circumstance as mentioned either in sub- paragraph (2) or (4), it shall transfer them or cancel them within 6 months.

The number of shares purchased by the Company according to sub-paragraph (3) of the first paragraph of this Article shall not exceed 5% of the total number of shares issued by the Company. The funds used for such share acquisition shall be paid from the profits after taxation of the Company. Such shares purchased by the Company shall be transferred to the employees within 1 year.

The purchase of the Company ' s own shares for the circumstances as mentioned in sub-paragraphs (1) and

of the preceding paragraph, shall be approved by a resolution at the shareholders' general meeting; the purchase of the Company's own shares for the circumstances as mentioned in sub-paragraphs (3), (5) and (6) of the preceding paragraph, shall be resolved at a meeting of the Board of Directors attended by at least two-thirds of the Directors in accordance with the provisions of the Articles of Association or the authorization of the general meeting.

After the Company purchases its own shares according to the provisions of the first paragraph of this Article, it shall, under the circumstance as mentioned in sub-paragraph (1), cancel them within 10 days after the purchase; under the circumstance as mentioned either in sub-paragraphs

or (4), it shall transfer them or cancel them within 6 months; under the circumstance as mentioned in sub- paragraphs (3), (5) and (6), the total number of shares held by the Company shall not exceed ten percent of the total number of issued shares of the Company and shall be transferred or cancelled within three years.

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APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

The purchase of the Company's shares by a listed company shall comply with the information disclosure obligations in accordance with the relevant laws and regulations. The purchase of the Company's shares by a listed company for the circumstances as mentioned in sub-paragraphs (3), (5) and (6) of the first paragraph of this Article, it shall be made through public centralized trading.

Where the Hong Kong Stock Exchange Listing Rules, relevant regulations of securities regulatory authorities in the place where the shares stock exchange of which the Company's shares are listed imposes other requirements, such other requirements shall be complied with.

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APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

Article 33 The following acts are not prohibited by the provisions of Article 30 of this Chapter:

the granting of relevant financial assistance by the Company where the same is given in good faith in the interests of the Company and the principal purpose of granting such assistance is not for the purchase of the Company's shares, or the assistance so granted is only an incidental part of a certain master plan of the Company;
the distribution by the Company of its assets by way of dividends declared in accordance with law;
the distribution of dividends by way of bonus shares;
reduction of registered capital, repurchase of shares of the Company and restructuring of the shareholding structure in accordance with the Articles of Association;
lending of money by the Company in the normal course of business which falls within its scope of business (but the net assets of the Company shall not be thereby reduced, or if reduced, the said financial assistance shall be made out of the distributable profits of the Company);
provision of funds by the Company for the employee share scheme (but the net assets of the Company shall not be thereby reduced, or if reduced, the said financial assistance shall be made out of the distributable profits of the Company).

Article 33 The following acts are not prohibited by the provisions of Article 31of this Chapter:

the granting of relevant financial assistance by the Company where the same is given in good faith in the interests of the Company and the principal purpose of granting such assistance is not for the purchase of the Company's shares, or the assistance so granted is only an incidental part of a certain master plan of the Company;
the distribution by the Company of its assets by way of dividends declared in accordance with law;
the distribution of dividends by way of bonus shares;
reduction of registered capital, repurchase of shares of the Company and restructuring of the shareholding structure in accordance with the Articles of Association;
lending of money by the Company in the normal course of business which falls within its scope of business (but the net assets of the Company shall not be thereby reduced, or if reduced, the said financial assistance shall be made out of the distributable profits of the Company);
provision of funds by the Company for the employee share scheme (but the net assets of the Company shall not be thereby reduced, or if reduced, the said financial assistance shall be made out of the distributable profits of the Company).

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APPENDIX III	DETAILS OF THE PROPOSED
AMENDMENTS TO THE ARTICLES


Article 40 Within 30 days prior to a	Article 40 Within 30 days prior to a
shareholders' general meeting or within	shareholders' general meeting or within
5 days prior to the record date on which	5 days prior to the record date on which
basis the Company has decided to	basis the Company has decided to
distribute dividends, no entry shall be	distribute dividends, no entry shall be
made to the register of shareholders to	made to the register of shareholders to
record any changes resulting from any	record any changes resulting from any
share transfer.	share transfer.
	Where the PRC laws and regulations,
	Hong Kong Stock Exchange Listing
	Rules, the relevant regulations of
	securities regulatory authorities in
	the place where the shares of the
	Company are listed stipulate on the
	period of closure of the register of
	shareholders before the date of the
	general meeting or before the record
	date set by the Company for the
	purpose of distribution of dividends,
	such provisions shall prevail.

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APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

Article 46 A shareholder of the Company is a holder of share(s) of the Company in accordance with relevant laws and whose name (description) is entered in the register of shareholders.

A shareholder shall have rights and shall undertake the obligations in accordance with the class and the number of shares held by him/her; the shareholders of the same class of shares shall have the same rights and shall undertake the same obligations.

Where 2 or more persons are registered as the joint holders of a share, they shall be regarded as the joint owners of the relevant share subject to the following restrictions:

the Company shall not register for more than 4 joint holders of any share;

(2) if one of	the	joint shareholders
i s d e a d ,	o n l y t h e s u r v i v i n g
shareholders	among	the joint
shareholders	shall be	regarded

as the owners of the shares by the Company, but the board of directors, as it thinks fit, is entitled to request for the provision of such shareholders in relation to the change of particulars of the register of shareholders; and

Article 46 A shareholder of the Company is a holder of share(s) of the Company in accordance with relevant laws and whose name (description) is entered in the register of shareholders.

Where 2 or more persons are registered as the joint holders of a share, they shall be regarded as the joint owners of the relevant share subject to the following restrictions:

the Company shall not register for more than 4 joint holders of any share;
All the joint shareholders in respect of any share shall be jointly and individually liable to pay all amounts payable for the relevant shares;

(3) if one of	the	joint shareholders
i s d e a d ,	o n l y t h e s u r v i v i n g
shareholders	among	the joint
shareholders	shall be	regarded

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APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

In case of joint holders of a share, only the person whose name stands first in the Register of Shareholders shall be entitled to receive the share certificates from the Company, receive notices of the Company and attend and exercise all voting rights of the relevant shares in the shareholders' general meeting of the Company. Any notice served on the aforesaid person shall be deemed to be served to all of the joint holders.

Where the shareholder is a legal person, its legal representative or a person authorized by the resolution of the board of directors or other decision-making authorities shall exercise its rights on its behalf.

The Company shall not, with the sole reasons that a person who owns a direct or indirect interest in the Company has failed to disclose his/her interests to the Company, exercise any powers to freeze or in any other manner impair the rights attaching to the shares held by such person.

In case of joint holders of a share, only the person whose name stands first in the Register of Shareholders shall be entitled to receive the share certificates from the Company, receive notices of the Company and attend and exercise all voting rights of the relevant shares in the shareholders' general meeting of the Company or receive dividends. Any notice served on the aforesaid person shall be deemed to be served to all of the joint holders.

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APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

Article 52 The shareholders' general meeting shall exercise the following powers:

(1) to determine the business policies a n d i nv e s t m e n t p l a n s o f t h e Company;

to elect and replace directors and to determine the remuneration of the directors;
to elect and replace supervisors who represent the shareholders and to determine the remuneration in respect of such supervisors;
to examine and to approve the report of the board of directors;
to examine and to approve the report of the supervisory committee;
to examine and to approve the annual financial budgets and final accounts of the Company;
to examine and to approve the plans for profit distribution and making up of losses of the Company;

Article 52 The shareholders' general meeting shall exercise the following powers:

(1) to determine the business policies a n d i nv e s t m e n t p l a n s o f t h e Company;

to elect and replace directors and to determine the remuneration of the directors;
to elect and replace supervisors who represent the shareholders and to determine the remuneration in respect of such supervisors;
to examine and to approve the report of the board of directors;
to examine and to approve the report of the supervisory committee;
to examine and to approve the annual financial budgets and final accounts of the Company;
to examine and to approve the plans for profit distribution and making up of losses of the Company;

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APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

to review and approve the following matters in relation to guarantees of the Company:
1. any guarantees provided after the total amount of external guarantees provided by the Company and the subsidiaries controlled by the Company had reached or exceeded 50% of the latest audited net assets;
2. any guarantees provided after

the total amount of external guarantees provided by the C o m p a ny h a d r e a c h e d o r exceeded 25% of the latest audited total assets;

1. any guarantees provided to companies with an assets - liability ratio exceeding 70%;
2. any guarantee of which the total amount exceeds 10% of the latest audited net assets;
3. any guarantee provided to the shareholders, de facto controllers and their related parties.
to review matters in relation to the purchase or sale of significant assets of which the total amount in one year exceeds 25% of the latest audited total assets of the Company;
to review the change of the use of proceeds from fund raising;

to review and approve the following matters in relation to guarantees of the Company:
1. any guarantees provided after the total amount of external guarantees provided by the Company and the subsidiaries controlled by the Company had reached or exceeded 50% of the latest audited net assets;
2. any guarantees provided after

the total amount of external guarantees provided by the C o m p a ny h a d r e a c h e d o r exceeded 25% of the latest audited total assets;

1. any guarantees provided to companies with an assets - liability ratio exceeding 70%;
2. any guarantee of which the total amount exceeds 10% of the latest audited net assets;
3. any guarantee provided to the shareholders, de facto controllers and their related parties.
to review matters in relation to the purchase or sale of significant assets of which the total amount in one year exceeds 25% of the latest audited total assets of the Company;
to review the change of the use of proceeds from fund raising;

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APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

to review the share option incentive scheme;
to resolve on the increase or reduction in the registered capital of the Company;
to resolve on matters such as merger, division, dissolution and liquidation of the Company;
to resolve on the issue of debentures by the Company;
to resolve on the appointment, dismissal or discontinuance of the accounting firm of the Company;
to amend the Articles of Association;
to review any motion put forward by shareholders representing in aggregate 5 per cent or more of the voting rights of the Company;
other matters to be resolved at shareholders' general meeting in accordance with the requirements of laws, administrative regulations and the Articles of Association.

to review the share option incentive scheme;
to resolve on the increase or reduction in the registered capital of the Company;
to resolve on matters such as merger, division, dissolution and liquidation of the Company;
to resolve on the issue of debentures by the Company;
to resolve on the appointment, dismissal or discontinuance of the accounting firm of the Company;
to amend the Articles of Association;
to review any provisional motion put forward by shareholder(s) separately or aggregately holding 3 per cent or more of the shares of the Company;
other matters to be resolved at shareholders' general meeting in accordance with the requirements of laws, administrative regulations and the Articles of Association.

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APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

A r t i c l e 54 S h a r e h o l d e r s ' g e n e r a l meetings shall be classified as annual general meetings and extraordinary general meetings. Shareholders' general meetings shall be convened by the board of directors. Annual general meetings shall be convened once every year and be held within six months after the end of the preceding financial year.

Upon the occurrence of any of the following events, the board of directors shall convene an extraordinary general meeting within two months thereof:

the number of directors falls below the number provided by the Company Law or less than two- thirds of the number required by the Articles of Association;
the losses of the Company which have not been made up amount to one-third of the total share capital of the Company;
shareholders holding an aggregate of 10 per cent. or more of the issued shares of the Company vested with voting rights request in writing to convene an extraordinary general meeting;
whenever the board of directors considers it necessary or the supervisory committee proposes to convene the same;
when not less than two independent directors propose to convene the same.

Upon the occurrence of any of the following events, the board of directors shall convene an extraordinary general meeting within two months thereof:

the number of directors falls below the number provided by the Company Law or less than two- thirds of the number required by the Articles of Association;
the losses of the Company which have not been made up amount to one-third of the total share capital of the Company;

(3) s h a r e h o l d e r s s e p a r a t e l y o r aggregatelyholding 10 per cent. or more of the issued shares of the Company vested with voting rights request in writing to convene an extraordinary general meeting;

whenever the board of directors considers it necessary or the supervisory committee proposes to convene the same;
when not less than two independent directors propose to convene the same.

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APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

Article 55 A shareholders' general meeting shall be convened by a written notice to the shareholders registered as such in the register of shareholders 45 days prior to the meeting specifying the matters to be considered and the time and place of the meeting to be held. Shareholders who intend to attend the shareholders' general meeting shall serve on the Company a written reply 20 days before the date of the meeting. The written notice to convene the shareholders' general meeting, subject to the preceding article, shall be issued not more than 45 days prior to the meeting.

To calculate the time of the issue of notice, the day of the meeting and the day of issue of notice shall be excluded.

The day of the issue of the notice in accordance with this article shall be the day on which the Company or the share registrar appointed by the Company deliver such notice to the post office.

Article 55 A shareholders' annual general meeting shall be convened by notifying the shareholders of the time, place of the meeting to be held and the matters to be considered in writing or in other forms specified in the Articles of Association by 20 working days prior to the date of the meeting. A shareholders' extraordinary general meeting shall be convened by notifying the shareholders in writing or in other forms specified in the Articles of Association by 15 working days prior to the date of the meeting.

To calculate the time of the issue of notice, the day of the meeting and the day of issue of notice shall be excluded.

The day of the issue of the notice in accordance with this article shall be the day on which the Company or the share registrar appointed by the Company deliver such notice to the post office.

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APPENDIX III	DETAILS OF THE PROPOSED
AMENDMENTS TO THE ARTICLES


Article 56 When the Company convenes	Article 56 When the Company convenes
an annual general meeting, shareholder(s)	a shareholders' general meeting,
who holds 5 percent or more of the	shareholder(s) individually or jointly
voting rights of the Company shall	holding 3% or more of the Company's
be entitled to propose new motions in	s h a re s c a n m a ke a p rov i s i o n a l
writing to the Company. The Company	motion in writing to the board of
shall include those motions falling	directors 10 days before the date of
within the scope of responsibility of the	shareholders' general meeting. The
shareholders' general meeting into the	board of directors shall notify other
agenda of such meeting, but such motions	shareholders within 2 days after the
shall be sent to the Company within	receipt of such proposal and table the
30 days after the issue of the aforesaid	provisional motion to the shareholders'
notice of meeting.	general meeting for consideration.The
	Company shall include those motions
	falling within the scope of responsibility
	of the shareholders' general meeting into
	the agenda of such meeting.

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APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

Article 57 Pursuant to the written replies received 20 days prior to the shareholders' general meeting, the Company shall calculate the number of shares vested with voting rights held by those shareholders who intend to attend the meeting. If the number of shares vested with voting rights held by those shareholders who intend to attend the meeting is not less than one half of the total number of shares of the Company vested with voting rights, the Company may convene a shareholders' general meeting; otherwise, the Company shall within 5 days thereof give notice again to the shareholders specifying the matters to be transacted and the date and place of the meeting by way of an announcement. After giving such notice, the Company may convene the shareholders' general meeting.

An extraordinary general meeting shall not resolve any matters which have not been specified in the notice of meeting.

Article 57 No resolution shall be passed at a shareholders' general meeting on any matter which is not set out in the notice referred to in Article 55 and Article 56 herein.

shareholders' extraordinary general meeting shall not resolve any matters which have not been specified in the notice of meeting.

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APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

Article 58 A notice of shareholders' general meeting shall satisfy the following requirements:

in writing;
specify the place, the date and the time of the meeting;
state the business to be transacted;
provide the shareholders with all such information and explanation

w h i c h a r e n e c e s s a r y f o r t h e shareholders to make a prudent decision on the business to be transacted, which shall include (but not limited to) the provision of concrete terms and contract (if any) of the proposed transaction together with a detailed explanation of the causes and consequences thereof in the event of the Company proposes a merger, repurchase of its shares, a restructuring of share capital or any other manners of reorganisation;

(5) if any of the directors, supervisors, m a n a g e r a n d o t h e r s e n i o r management officers is materially interested in matters to be discussed, he/she shall disclose the nature and the extent of such interest; if the effect of the matters to be discussed o n s u c h d i r e c t o r, s u p e r v i s o r, manager or senior management officers as a shareholder differs from that of the other shareholders of the same class, such differences shall be specified;

Article 58 A notice of shareholders' general meeting shall satisfy the following requirements:

in writing;
specify the place, the date and the time of the meeting;
state the business to be transacted;
provide the shareholders with all such information and explanation

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APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

Article 59 Notice of shareholders' general meeting shall be served on the shareholders (whether vested with voting rights at the shareholders' general meeting or not) by personal delivery or by facsimile or by prepaid post at the address recorded in the register of shareholders. In respect of holders of domestic shares, notice of shareholders' general meeting may also be served by way of announcement.

The announcement referred to in the preceding paragraph shall be published within the period of 45 days to 50 days prior to the date of the meeting in one or several newspapers designated by the securities supervisory authorities of the State Council. Once the announcement has been published, all holders of domestic shares shall be deemed to have received notice of the shareholders' meeting.

Notice of shareholders ' general meeting served on the holders of overseas-listed foreign shares may be published through the designated websites of the Hong Kong Stock Exchange and the Company. Once the announcement has been published, all holders of overseas-listed foreign shares shall be deemed to have received notice of the shareholders' meeting.

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APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

Article 68 Unless a poll is demanded by the following persons prior to or after a show of hands, at any shareholders' general meeting a resolution shall be decided by a show of hands:

chairman of the meeting;
at least two shareholders or proxies vested with voting rights;
a shareholder or shareholders (including proxy or proxies) who individually or in aggregate hold(s) 10 per cent or more of shares vested with voting rights at such meeting.

U n l e s s a p o l l i s d e m a n d e d , t h e declaration by the chairman of the meeting as to the result of the voting on a resolution by a show of hands and the entering of the same into the minutes book of the meeting shall be the conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

The demand for a poll may be withdrawn by the person making such demand.

Article 68 Unless a poll is demanded by the following persons prior to or after a show of hands, at any shareholders' general meeting a resolution shall be decided by a show of hands:

chairman of the meeting;
at least two shareholders or proxies vested with voting rights;
a shareholder or shareholders (including proxy or proxies) who individually or in aggregate hold(s) 10 per cent or more of shares vested with voting rights at such meeting.

Anydemand for a poll may be withdrawn by the person making such demand.

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APPENDIX III	DETAILS OF THE PROPOSED
AMENDMENTS TO THE ARTICLES


Article 69 If a poll is demanded for	Article 69 If a poll is demanded for
resolving the election of the chairman or	resolving the election of the chairman or
the adjournment of the meeting, the same	the adjournment of the meeting, the same
shall be taken immediately; in respect of	shall be taken immediately; in respect of
a poll demanded for other matters, the	a poll demanded for other matters, the
time for such a poll shall be decided by	time for such a poll shall be decided by
the chairman of the meeting and other	the chairman of the meeting and other
business may be proceeded with at the	business may be proceeded with at the
meeting. The result of such a poll shall	meeting. The result of such a poll shall
still be deemed as a resolution passed at	still be deemed as a resolution passed at
the meeting.	the meeting.

Article 71 Where electing the directors	Article 71 Where electing the directors
in the shareholders' general meeting, if	or supervisorsin the shareholders'
there are more than two candidates, each	general meeting, if there are more than
share held by the shareholders (including	two candidates, each share held by the
the proxies) shall have the voting rights	shareholders (including the proxies)
equal to the numbers of the candidates.	shall have the voting rights equal to
The shareholders may concentrate	the numbers of the candidates. The
all their votes to elect one person or	shareholders may concentrate all their
distribute their votes to elect more than	votes to elect one person or distribute
one person. However, he/she shall state	their votes to elect more than one
the distribution of the voting rights.	person. However, he/she shall state the
	distribution of the voting rights.
	The election of independent director(s),
	s h a r e h o l d e r s ' r e p r e s e n t a t i v e
	d i r e c t o r ( s ) a n d s h a r e h o l d e r s '
	representative supervisor(s) shall
	be carried out separately through
	different groups of resolutions and the
	entitlements to the cumulative votes
	shall not be used repeatedly across
	different groups of resolution.

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APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

Article 75 Shareholders who request to convene an extraordinary general meeting or a class shareholders' meeting shall follow the procedures below:

Shareholder(s) who hold(s) in aggregate 10 per cent or more of the shares vested with voting rights in such a meeting may sign one or several written requisitions in the same form requesting the board of directors to convene an extraordinary general meeting or a class shareholders' meeting, and the subject matter of the meeting shall be specified. Upon receipt of the said written requisitions, the board of directors shall convene an extraordinary general meeting or a class shareholders' meeting as soon as possible. The calculation of the number of shares held as aforesaid shall be made as at the date of the written requisitions.
If the board of directors fails to give notice of meeting within 30 days of the receipt of the aforesaid written requisitions, the shareholders making such requests may convene a meeting within four months of the receipt of the said requisitions by the board of directors. The procedure for convening the meeting shall, as far as possible, be the same as those for convening a shareholders' meeting by the board of directors.

Article 75 Shareholders who request to convene an extraordinary general meeting or a class shareholders' meeting shall follow the procedures below:

(1) S h a r e h o l d e r ( s ) w h o h o l d ( s ) individually orin aggregate 10 per cent or more ofthe shares v e s t e d w i t h vo t i n g r i g h t s i n such a meeting may sign one or several written requisitions in the same form requesting the board of directors to convene an extraordinary general meeting or

1. class shareholders' meeting, and the subject matter of the meeting shall be specified. Upon receipt of the said written requisitions, the board of directors shall convene an extraordinary general meeting or a class shareholders' meeting as soon as possible. The calculation of the number of shares held as aforesaid shall be made as at the date of the written requisitions.
If the board of directors fails to give notice of meeting within 30 days of the receipt of the aforesaid written requisitions, the shareholders making such requests may convene
1. meeting within four months of the receipt of the said requisitions by the board of directors. The procedure for convening the meeting shall, as far as possible, be the same as those for convening a shareholders' meeting by the board of directors.

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APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

T h e d e f i n i t i o n o f	a n i n t e r e s t e d
shareholder referred to	in the preceding

paragraph shall be as follows:

in the event that the Company makes a repurchase offer to all shareholders in a proportionate manner in accordance with the provision of Article 26 of the Articles of Association or repurchases its shares on a stock exchange through public dealing on a stock exchange, "interested shareholder" shall mean the controlling shareholder as defined in Article 49 of the Articles of Association;
in the event that the Company repurchases its shares through agreement other than through a stock exchange in accordance with the provisions of Article 26 of the Articles of Association, "interested shareholder" shall mean the shareholder related to such agreement;
in a reorganisation scheme of the Company, "interested shareholder" shall mean a shareholder who undertakes obligations to a lesser extent than other shareholders of the same class, or a shareholder who holds interests different from those held by other shareholders of the same class.

T h e d e f i n i t i o n o f	a n i n t e r e s t e d
shareholder referred to	in the preceding

paragraph shall be as follows:

in the event that the Company makes a repurchase offer to all shareholders in a proportionate manner in accordance with the provision of Article 26 of the Articles of Association or repurchases its shares on a stock exchange through public dealing on a stock exchange, "interested shareholder" shall mean the controlling shareholder as defined in Article 50of the Articles of Association;
in the event that the Company repurchases its shares through agreement other than through a stock exchange in accordance with the provisions of Article 26 of the Articles of Association, "interested shareholder" shall mean the shareholder related to such agreement;
in a reorganisation scheme of the Company, "interested shareholder" shall mean a shareholder who undertakes obligations to a lesser extent than other shareholders of the same class, or a shareholder who holds interests different from those held by other shareholders of the same class.

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APPENDIX III	DETAILS OF THE PROPOSED
AMENDMENTS TO THE ARTICLES


Article 85 A resolution of the meeting	Article 85 A resolution of the meeting
of class shareholders shall be passed in	of class shareholders shall be passed in
accordance with Article 83 by more than	accordance with Article 84by more than
two-thirds of the shareholders present in	two-thirds of the shareholders present in
the meeting who have rights to vote.	the meeting who have rights to vote.

Article 86 If the Company convenes a	Article 86 Unless otherwise provided
meeting of class shareholders, it shall	by the relevant laws, regulations and
issue a written notice 45 days prior to the	listing rules of the place where the
meeting to all shareholders of such class	securities of the Company are listed
who are on the register of shareholders,	and the articles herein regarding
specifying the business to be transacted	means of convening shareholders'
and the date and place of the meeting.	general meeting, when the Company is
The shareholders who intend to attend	to hold a class shareholders' meeting,
the meeting shall serve on the Company	it shall issue a written notice informing
written replies of their intention to attend	all the registered shareholders of that
20 days prior to the meeting.	class of the matters to be considered at
	and the date and place of the meeting
If the number of shares vested with	according to the requirements on the
voting rights at such meeting held by	notice period for holding the general
those shareholders who intend to attend	meeting as prescribed in Article 55 in
such meeting shall reach more than one-	this Articles of Association.
half of the total number of shares vested
with the voting rights at such meeting,
the Company may convene such meeting
of class shareholders; if this cannot
be attained, the Company shall further
notify the shareholders by way of public
notice within 5 days thereof specifying
the business to be transacted and the
date and place of the meeting. After
giving notice by such public notice, the
Company may convene the meeting of
class shareholders.

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APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

Article 95 The directors shall be elected at the shareholders' general meeting and their term of office shall be three years. Upon the expiry of the term, a director shall be eligible for re-election. The term of office of a director starts from the date of the passing of resolution at the shareholders' general meeting and ends on the date when the term of the current session of the board of directors expires. The shareholders' general meeting shall not dismiss the directors without any reason before the expiry of the term of the office of the directors.

Except for retiring directors and director candidates proposed by the board of directors, starting from the second day after the dispatch of the notice of the meeting appointed for election of director(s), a shareholder is entitled to lodge a notice in writing to the Company to nominate directors and the period (during which the candidate is required to issue a notice to the Company acknowledging his/her intention to be elected) for lodgment of such notice shall be 7 days. In any event, the aforesaid period shall end 7 days before the date of such meeting.

Chairman and vice chairman of the board of directors shall be elected and removed by more than half of the directors and their terms of office shall be 3 years and they are eligible for re-election.

Chairman of the board of directorsshall be elected and removed by more than half of the directors and his/her terms of office shall be 3 years and he/ she is eligible for re-election.

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APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

Article 99 The board of directors shall not dispose of or agree to dispose of any fixed assets of the Company without the prior approval of a shareholders' general meeting if the aggregate of the expected consideration for the proposed disposition and the consideration for any disposal of fixed assets of the Company during a period of 4 months immediately preceding the proposed disposal, exceeds thirty three per cent of the fixed asset value as shown in the latest balance sheet reviewed by the shareholders' general meeting.

For the purpose of this Article, the disposal of fixed assets shall include an act involving the transfer of certain interests in assets, but shall not include the provision of security against such fixed assets.

The validity of any transactions of the Company to dispose of fixed assets shall not be prejudiced by any violation of the first paragraph of this Article.

Article 99 The board of directors shall not dispose of or agree to dispose of any fixed assets of the Company without the prior approval of a shareholders' general meeting if the aggregate of the expected consideration for the proposed disposition and the consideration for any disposal of fixed assets of the Company during a period of 4 months immediately preceding the proposed disposal, exceeds 33%of the fixed asset value as shown in the latest balance sheet reviewed by the shareholders' general meeting.

The validity of any transactions of the Company to dispose of fixed assets shall not be prejudiced by any violation of the first paragraph of this Article.

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APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

Article 101 The chairman of the board of directors shall exercise the following functions and powers:

to preside over the shareholders' general meetings and to convene and chair the meetings of the board of directors;
to review the implementation of the resolutions of the board of directors;
to sign debentures issued by the Company;
other functions delegated by the board of directors.

If the chairman of the board of directors is unable to perform his/her duties, he/she may designate a director to perform the duties on his/her behalf.

Article 101 The chairman of the board of directors shall exercise the following functions and powers:

to preside over the shareholders' general meetings and to convene and chair the meetings of the board of directors;
to review the implementation of the resolutions of the board of directors;
to sign debentures issued by the Company;
to sign other important documents of the Company or authorize one or more directors of the Company by power of attorney to sign the other important documents of the Company;
other functions delegated by the board of directors.

If the chairman of the board of directors is unable to perform his/her duties, he/she may designate a director to perform the duties on his/her behalf.

- 56 -

APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

Article 103 Extraordinary board meetings may be convened by the chairman of the board of directors within 14 business days upon the occurrence of any of the following circumstances:

when it is deemed necessary by the chairman of the board of directors;
when it is proposed shareholders holding by not less than one-tenth of the total voting rights;
when it is jointly proposed by not less than one-third of the total number of directors;

(4) w h e n i t i s p r o p o s e d b y t h e supervisory committee;

when it is proposed by not less than two independent non-executive directors;
when it is proposed by the manager.

Article 103 Extraordinary board meetings shall be convened and presided overby the chairman of the board of directors upon the occurrence of any of the following circumstances:

when it is deemed necessary by the chairman of the board of directors;
when it is proposed by shareholders holding by not less than one-tenth of the total voting rights;
when it is jointly proposed by not less than one-third of the total number of directors;

(4) w h e n i t i s p r o p o s e d b y t h e supervisory committee;

when it is proposed by not less than two independent non-executive directors;
when it is proposed by the manager.

With respect to items (2) to (6) of this Article, the chairman of the board of directors shall convene and preside over a meeting of the board of directors within ten days after receiving the proposal.

- 57 -

- 58 -

APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

Article 106 Meetings of the board of directors shall only be held with not less than one-half of the directors present at the meeting.

Each director shall have one vote. The resolutions of the board of directors shall only be passed with a simple majority of all the directors.

In the event of equality of votes in favour or against a resolution, the chairman of the board of directors shall have an additional vote.

A written resolution signed by all directors shall be deemed to be of the same validity as a resolution passed at a meeting of the board of directors duly convened, and may consist of several documents in the like form each executed by one or more directors. A resolution which is signed by a director or contains the name of the director and delivered by telegraph, telex, post, facsimile or by personal delivery to the Company shall be treated as a document signed by him/ her for the purpose of this Article.

Article 106 Meetings of the board of directors shall only be held with not less than one-half of the directors present at the meeting.

Each director shall have one vote.

Except as provided in Article 96 of the Articles of Association, the resolutions of the board of directors shall only be passed with a simple majority of all the directors.

In the event of equality of votes in favour or against a resolution, the chairman of the board of directors shall have an additional vote.

- 59 -

- 60 -

APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

Article 146 No loans or guarantees for loans shall be provided, directly or indirectly, by the Company to a director, supervisor, manager and other senior management officers of the Company and those of its parent company, nor shall such loans or guarantee for loans be provided to the related persons of the above-mentioned persons.

T h e p r ov i s i o n s o f t h e p r e c e d i n g paragraph shall not apply to the following situations:

(1) t h e C o m p a n y p r o v i d e s l o a n s or guarantee for loans to its subsidiaries;

the Company provides to a director, supervisor, manager and other senior management officers of the Company, pursuant to the employment contract approved in the shareholders' general meeting, loans or guarantees for loans or other payments to enable them to pay the expenses incurred for the purpose of the Company or in the course of performing their duties;
if the normal scope of business of the Company includes the provision of loans and guarantees for loans, the Company may provide loans or guarantees for loans to the relevant director, supervisor, manager and other senior management officers and their related persons provided that the terms of such loans or guarantees for loans shall be on normal commercial terms.

Article 146 No loans or guarantees for loans shall be provided, directly or indirectly, by the Company to a director, supervisor, manager and other senior management officers of the Companyand those of its parent company, nor shall such loans or guarantee for loans be provided to the related persons of the above-mentioned persons.

T h e p r ov i s i o n s o f t h e p r e c e d i n g paragraph shall not apply to the following situations:

(1) t h e C o m p a n y p r o v i d e s l o a n s or guarantee for loans to its subsidiaries;

the Company provides to a director, supervisor, manager and other senior management officers of the Company, pursuant to the employment contract approved in the shareholders' general meeting, loans or guarantees for loans or other payments to enable them to pay the expenses incurred for the purpose of the Company or in the course of performing their duties;
if the normal scope of business of the Company includes the provision of loans and guarantees for loans, the Company may provide loans or guarantees for loans to the relevant director, supervisor, manager and other senior management officers and their related persons provided that the terms of such loans or guarantees for loans shall be on normal commercial terms.

- 61 -

APPENDIX III		DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES


Article 148 Guarantees for loans	Article 148 Guarantees for loans
p r o v i d e d b y t h e C o m p a n y i n	p r o v i d e d b y t h e C o m p a n y i n
contravention of the provisions of	contravention of the provisions of
paragraph 1 of Article 140 of the Articles	paragraph 1 of Article 146shall be
of Association shall be unenforceable	unenforceable against the Company
against the Company except under the	except under the following situations:
following situations:
(1)	in providing loans to the related	(1)	in providing loans to the related
	persons of a director, supervisor,		persons of a director, supervisor,
	m a n a g e r a n d o t h e r s e n i o r		m a n a g e r a n d o t h e r s e n i o r
	m a n a g e m e n t o f f i c e r s o f t h e		m a n a g e m e n t o f f i c e r s o f t h e
	Company or those of its parent		Company or those of its parent
	company, the person who has		company, the person who has
	provided the loan has no knowledge		provided the loan has no knowledge
	of the contravention;		of the contravention;
(2)	t h e s e c u r i t y p r ov i d e d b y t h e	(2)	t h e s e c u r i t y p r ov i d e d b y t h e
	Company has been sold legally by		Company has been sold legally by
	the person who has provided the		the person who has provided the
	loan to a bona fide purchaser.		loan to a bona fide purchaser.

- 62 -

APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES

Article 152 There shall be a provision in the contract in relation to remuneration made between the Company and a director or supervisor of the Company that the director or the supervisor of the Company shall be entitled to the compensation or other payments as a result of loss of office or retirement when the Company is to be taken over, provided that prior approval shall have been obtained at a shareholders' general meeting. A takeover of the Company referred to above shall mean one of the following situations:

a takeover offer to all shareholders has been made by any person;
a takeover offer has been made by any person to enable the offer or to become the controlling shareholder.

T h e m e a n i n g o f " c o n t r o l l i n g shareholder" is the same as that defined in Article 49 of the Articles of Association.

In the event that the relevant director or supervisor does not comply with the provisions of this Article, any moneys received by him/her shall belong to the persons who accept the said offer to sell their shares; the expenses incurred as a result of proportional distribution of such moneys shall be borne by such director or supervisor and such expenses shall not be deducted from such moneys.

a takeover offer to all shareholders has been made by any person;
a takeover offer has been made by any person to enable the offer or to become the controlling shareholder.

T h e m e a n i n g o f " c o n t r o l l i n g shareholder" is the same as that defined in Article 50of the Articles of Association.

- 63 -

APPENDIX III	DETAILS OF THE PROPOSED
	AMENDMENTS TO THE ARTICLES


Article 167 The profit of the Company	Article 167 The profit of the Company
shall be distributed in the following order	shall be distributed in the following order
after payment of relevant taxes:	after payment of relevant taxes:
(1)	recovery of losses;	(1)	recovery of losses;
(2) allocation to the reserve fund;	(2) allocation of 10% of the profits to
			the Company's statutory revenue
(3)	allocation to the staff award fund		reserve	until	the accumulated
	and benefits fund;		a m o u n t	o f	t h e C o m p a n y ' s
			statutory revenue reserve is not
(4)	a l l o c a t i o n t o t h e c o r p o r a t e		less than 50% of the Company's
	development fund;		registered capital;
(5)	payment of dividends on ordinary	(3)	a l l o c a t i o n t o d i s c r e t i o n a r y
	shares.		revenue reserve from the after-
			tax profits upon resolution of the
The particular proportion of distribution		shareholders' meeting or general
in each year in respect of paragraphs		meeting;
(2), (3), (4) and (5) of this Article shall
be proposed by the board of directors in	(4)	payment of dividends on ordinary
accordance with the operational condition		shares.
and	development requirements and
shall be considered and approved by the	The particular proportion of distribution
shareholders' general meeting.	in each year in respect of paragraphs
		(3) and (4)of this Article shall be
		proposed by the board of directors in
		accordance with the operational condition
		and	development	requirements and
		shall be considered and approved by the
		shareholders' general meeting.

Article 168 The Company shall not	Article 168 The Company shall not
distribute dividends before making up its	distribute dividends before making up
losses and allocation to the reserve fund.	its losses and allocation to the statutory
		revenue reserve.

Note: As a result of the amendments to the Articles, the numbering of the clauses of the Articles and the numbering of the cross-referenced clauses are changed accordingly.

The English version of the Articles is not an official translation of the Chinese version. In case of any discrepancies between the Chinese version and the English version, the Chinese version shall prevail.

- 64 -

NOTICE OF AGM

天津津燃公用事業股份有限公司

Tianjin Jinran Public Utilities Company Limited

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 01265)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of Tianjin Jinran Public Utilities Company Limited (the "Company") will be held at 2:30 p.m. on 25 June 2021 (Friday) at Floor 9, Gangao Tower, No. 18 Zhengzhou Road, Heping District, Tianjin, the People's Republic of China for the purposes of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

To receive and adopt the audited financial statements and the reports of the directors, supervisors and auditors of the Company for the year ended 31 December 2020.
To approve the appropriation to statutory surplus reserve for the year ended 31 December 2020.
To re-appoint Ernst & Young Hua Ming LLP as the Company's auditors and authorise the board of directors of the Company to fix their remuneration.
To re-elect or appoint (if applicable) the following candidates as (i) executive directors of the Company; (ii) non-executive directors of the Company; (iii) independent non- executive directors of the Company; (iv) shareholders' representative supervisor of the Company and (v) independent supervisors of the Company (each to be considered as a separate resolution):
1. (a) Mr. Zhao Wei
2. 1. Ms. Tang Jie
  2. Mr. Sun Liangchuan

- 65 -

NOTICE OF AGM

(a) Mr. Hou Shuang Jiang
1. Mr. Zhao Heng Hai
2. Ms. Hou Yuling

(a) Mr. Zhang Ying Hua
1. Mr. Yu Jian Jun
2. Mr. Guo Jia Li

1. (a) Mr. Sun Guoqing
2. (a) Ms. Xu Hui
3. 1. Mr. Liu Zhi Yuan
To consider and approve the remuneration of the directors and supervisors of the Company respectively and the board of directors of the Company be authorised to approve the service contracts of the directors and supervisors of the Company and other relevant documents; and any executive director of the Company be authorised to sign on behalf of the Company all relevant contracts and other relevant documents and to deal with all other necessary relevant matters in connection therewith.
To declare a final dividend of RMB0.05 (before considering any tax effect) per share of the Company for the year ended 31 December 2020.

- 66 -

NOTICE OF AGM

SPECIAL RESOLUTION

7. To approve the proposed amendments to the articles of association of the Company (further details of which are set out in Appendix III to the circular of the Company dated 30 April 2021), and to authorise any one director of the Company to modify the wordings of such amendments as he/she thinks appropriate (such modification will not be required to be approved by the shareholders of the Company) and execute all such documents and/or do all such acts as the director may, in his/her absolute discretion, deem necessary or expedient and in the interest of the Company to deal with related issues arising from the amendments to the articles of association of the Company.

By Order of the Board

Tianjin Jinran Public Utilities Company Limited

Zhao Wei

Chairman

Tianjin, PRC, 30 April 2021

Notes:

Shareholders of the Company are reminded that, for the purpose of ascertaining entitlements to attend the AGM pursuant to Article 40 of the articles of association of the Company, the register of members of the Company will be closed from 26 May 2021 (Wednesday) to 25 June 2021 (Friday), both days inclusive. During this period, no change to the register of members will be allowed and no transfer of shares will be registered. Shareholders of the Company whose names appear on the register of members of the Company on 25 June 2021 (Friday) are entitled to attend the AGM and to vote thereat. All transfer of H shares of the Company accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the transfer office of the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong by 4:30 p.m. 25 May 2021 (Tuesday).
The register of members of the Company will be closed from 3 July 2021 (Saturday) to 7 July 2021 (Wednesday) (both days inclusive), during which period no transfer of H shares of the Company will be registered for the purpose of identifying qualified shareholders for the entitlements to the dividend (subject to approval by the shareholders of the Company at the AGM). In order to be qualified for the final dividend, all instruments of transfer, accompanied by the relevant share certificates of H shares of the Company must be delivered to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong by 4:30 p.m. on 2 July 2021 (Friday).
Shareholders of the Company entitled to attend and vote at the AGM are entitled to appoint a proxy to attend and vote on their behalf in accordance with the articles of association of the Company. A proxy need not be a shareholder of the Company. A shareholder holding two or more shares may appoint more than one proxy.
Voting at the AGM shall be taken by poll.

- 67 -

NOTICE OF AGM

To be valid, the proxy form for the use of shareholders and, if such proxy form is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority, must be delivered to the office of the Company at Floor 9, Gangao Tower, No. 18 Zhengzhou Road, Heping District, Tianjin, the PRC (for holders of domestic shares) and the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for holders of H shares) as soon as practicable and in any event not later than 24 hours before the time appointed for holding the AGM (or where applicable, any adjournment thereof).
Shareholders of the Company who intend to attend the AGM are required to complete and return to the Company the reply slip by 5 June 2021 (Saturday). Further details are set out in the reply slip and explanation thereto.
Completion and return of the proxy form and reply slip will not affect the right of the shareholders of the Company to attend and vote at the AGM, if the shareholders of the Company so desire and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
Shareholders of the Company and proxies attending the AGM shall be responsible for their own transportation and accommodation expenses.
All times and dates specified herein refer to local times and dates of Hong Kong.

- 68 -

NOTICE OF CLASS MEETING OF HOLDERS OF DOMESTIC SHARES

天津津燃公用事業股份有限公司

Tianjin Jinran Public Utilities Company Limited

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 01265)

NOTICE OF CLASS MEETING OF HOLDERS OF

DOMESTIC SHARES

NOTICE IS HEREBY GIVEN that the meeting of holders of domestic shares (the "Meeting") of Tianjin Jinran Public Utilities Company Limited (the "Company") will be held at 3:30 p.m. on 25 June 2021 (Friday) at Floor 9, Gangao Tower, No.18 Zhengzhou Road, Heping District, Tianjin, the People's Republic of China for the purposes of considering and, if thought fit, passing the following resolution:

SPECIAL RESOLUTION

1. To approve the proposed amendments to the articles of association of the Company (further details of which are set out in Appendix III to the circular of the Company dated 30 April 2021), and to authorise any one director of the Company to modify the wordings of such amendments as he/she thinks appropriate (such modification will not be required to be approved by the shareholders of the Company) and execute all such documents and/or do all such acts as the director may, in his/her absolute discretion, deem necessary or expedient and in the interest of the Company to deal with related issues arising from the amendments to the articles of association of the Company.

By Order of the Board

Tianjin Jinran Public Utilities Company Limited

Zhao Wei

Chairman

Tianjin, PRC, 30 April 2021

- 69 -

NOTICE OF CLASS MEETING OF HOLDERS OF DOMESTIC SHARES

Notes:

Holders of domestic shares of the Company are reminded that, for the purpose of ascertaining entitlements to attend the Meeting pursuant to Article 40 of the articles of association of the Company, the register of members of the Company will be closed from 26 May 2021 (Wednesday) to 25 June 2021 (Friday), both days inclusive. During this period, no change to the register of members will be allowed and no transfer of shares will be registered. Holders of domestic shares the Company whose names appear on the register of members of the Company on 25 June 2021 (Friday) are entitled to attend the Meeting and to vote thereat.
Holders of domestic shares of the Company entitled to attend and vote at the Meeting are entitled to appoint a proxy to attend and vote on their behalf in accordance with the articles of association of the Company. A proxy need not be a shareholder of the Company. A holder of domestic shares holding two or more shares may appoint more than one proxy.
Voting at the Meeting shall be taken by poll.
To be valid, the proxy form for the use of holders of domestic shares and, if such proxy form is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority, must be delivered to the office of the Company at Floor 9, Gangao Tower, 18 Zhengzhou Road, Heping District, Tianjin, the PRC as soon as practicable and in any event not later than 24 hours before the time appointed for holding the Meeting (or where applicable, any adjournment thereof).
Holders of domestic shares of the Company who intend to attend the Meeting are required to complete and return to the Company the reply slip by 5 June 2021 (Saturday). Further details are set out in the reply slip and explanation thereto.
Completion and return of the proxy form and reply slip will not affect the right of the holders of domestic shares of the Company to attend and vote at the Meeting, if the holders of domestic shares of the Company so desire and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
Shareholders of the Company and proxies attending the Meeting shall be responsible for their own transportation and accommodation expenses.
All times and dates specified herein refer to local times and dates of Hong Kong.

- 70 -

NOTICE OF CLASS MEETING OF HOLDERS OF H SHARES

天津津燃公用事業股份有限公司

Tianjin Jinran Public Utilities Company Limited

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 01265)

NOTICE OF CLASS MEETING OF HOLDERS OF H SHARES

NOTICE IS HEREBY GIVEN that the meeting of holders of H shares (the "Meeting") of Tianjin Jinran Public Utilities Company Limited (the "Company") will be held at 4:00 p.m. on 25 June 2021 (Friday) at Floor 9, Gangao Tower, No.18 Zhengzhou Road, Heping District, Tianjin, the People's Republic of China for the purposes of considering and, if thought fit, passing the following resolution:

SPECIAL RESOLUTION

By Order of the Board

Tianjin Jinran Public Utilities Company Limited

Zhao Wei

Chairman

Tianjin, PRC, 30 April 2021

- 71 -

NOTICE OF CLASS MEETING OF HOLDERS OF H SHARES

Notes:

Holders of H shares of the Company are reminded that, for the purpose of ascertaining entitlements to attend the Meeting pursuant to Article 40 of the articles of association of the Company, the register of members of the Company will be closed from 26 May 2021 (Wednesday) to 25 June 2021 (Friday), both days inclusive. During this period, no change to the register of members will be allowed and no transfer of shares will be registered. Holders of H shares of the Company, whose names appear on the register of members of the Company on 25 June 2021 (Friday), are entitled to attend the Meeting and to vote thereat. All transfer of H shares of the Company accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the transfer office of the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong by 4:30 p.m. 25 May 2021 (Tuesday).
Holders of H shares of the Company entitled to attend and vote at the Meeting are entitled to appoint a proxy to attend and vote on their behalf in accordance with the articles of association of the Company. A proxy need not be a shareholder of the Company. A holder of H shares holding two or more shares may appoint more than one proxy.
Voting at the Meeting shall be taken by poll.
To be valid, the proxy form for the use of holders of H shares and, if such proxy form is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as practicable and in any event not later than 24 hours before the time appointed for holding the Meeting (or where applicable, any adjournment thereof).
Holders of H shares the Company who intend to attend the Meeting are required to complete and return to the Company the reply slip by 5 June 2021 (Saturday). Further details are set out in the reply slip and explanation thereto.
Completion and return of the proxy form and reply slip will not affect the right of the holders of H shares of the Company to attend and vote at the Meeting, if the holders of H shares of the Company so desire and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
Holders of H shares of the Company and proxies attending the Meeting shall be responsible for their own transportation and accommodation expenses.
All times and dates specified herein refer to local times and dates of Hong Kong.

- 72 -

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Tianjin Jinran Public Utilities Co. Ltd. published this content on 29 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2021 09:16:03 UTC.

Latest news about Tianjin Jinran Public Utilities Company Limited

Tianjin Jinran Public Utilities Company Limited Reports Earnings Results for the Full Year Ended December 31, 2023	Mar. 28	CI
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Tianjin Jinran Public Utilities Company Limited Appoints Wang Cong as Executive Director, Chairman of Board and Chairman of Nomination Committee	Feb. 19	CI
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Tianjin Jinran Public's Chairman to Step Down	Jan. 18	MT
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Tianjin Jinran Public Utilities to Supply Gas to Pipeline Construction Company	Nov. 12	MT
Tianjin Jinran Public Utilities Company Limited and Tianjin Binran Pipe Network Construction Co., Ltd Enter into the Supply Contract	Nov. 10	CI
Tianjin Jinran Public Utilities Company Limited Reports Earnings Results for the Half Year Ended June 30, 2023	23-08-28	CI
Tianjin Jinran Public Utilities Expects Swing to Loss in H1; Shares Fall 3%	23-08-03	MT
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Tianjin Jinran Public Utilities Company Limited Reports Earnings Results for the Full Year Ended December 31, 2022	23-03-28	CI
Tianjin Jinran Public Utilities to Swing to FY22 Loss	23-03-08	MT
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Tianjin Jinran Public Utilities Renews Construction Services Deal with Controlling Shareholder	23-01-19	MT
Tianjin Jinran Public Utilities Company Limited Announces Renewal of Continuing Connected Transaction in Relation to Gas Supply	22-11-15	CI
Tianjin Jinran Public Utilities Company Limited Announces Executive Changes	22-11-09	CI
Tianjin Jinran Public Utilities Company Limited Reports Earnings Results for the Half Year Ended June 30, 2022	22-08-26	CI
Tianjin Jinran to Swing to Profit in H1	22-08-02	MT
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Tianjin Jinran Public Utilities Company Limited Did Not Recommend Dividend for the Year Ended 31 December 2021	22-03-30	CI

Chart Tianjin Jinran Public Utilities Company Limited

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Company Profile

Tianjin Jinran Public Utilities Company Limited is principally engaged in the operation and management of gas pipeline infrastructure and the sales of piped gas. The Company operates through four business segments: sales of piped gas, gas connection, gas transportation and sales of gas appliances. The Sales of Piped Gas segment is engaged in the sales of piped gas to industrial and residential users. The Gas Connection segment is engaged in the provision of piped gas connection services. The Gas Transportation segment is engaged in the transportation of gas. The Company is also engaged in the investment business and the holding of mining right of a lead-zinc mine through its subsidiaries.

Sector

Natural Gas Utilities

Calendar

2024-08-27 - Q2 2024 Earnings Release (Projected)

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Income Statement Evolution

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Sector Natural Gas Distribution

	1st Jan change	Capi.
TIANJIN JINRAN PUBLIC UTILITIES COMPANY LIMITED	-15.35%	47.93M
THE HONG KONG AND CHINA GAS CO LTD	0.00%	14.25B
ENN ENERGY HOLDINGS LIMITED	+16.26%	9.6B
KUNLUN ENERGY COMPANY LIMITED	+7.95%	8.41B
ENN NATURAL GAS CO.,LTD.	+5.35%	7.53B
CHINA RESOURCES GAS GROUP LIMITED	-3.52%	7.3B
GRUPO ENERGÍA BOGOTÁ S.A. E.S.P.	+28.95%	5.72B
NEW FORTRESS ENERGY INC.	-28.15%	5.56B
SOUTHWEST GAS HOLDINGS, INC.	+18.39%	5.37B
UGI CORPORATION	+3.17%	5.32B

Natural Gas Distribution

Tianjin Jinran Public Utilities Company Limited

Equities

1265

CNE1000001C4

Natural Gas Utilities

Latest news about Tianjin Jinran Public Utilities Company Limited

Chart Tianjin Jinran Public Utilities Company Limited

Company Profile

Income Statement Evolution

Sector Natural Gas Distribution