TL Natural Gas : Company Information Sheet

FF003G

THE STOCK EXCHANGE OF HONG KONG LIMITED

(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)

APPENDIX 5

FORMS RELATING TO LISTING

FORM F

GEM

COMPANY INFORMATION SHEET

Case Number: N/A

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

Company name: TL Natural Gas Holdings Limited

Stock code (ordinary shares): 8536

This information sheet contains certain particulars concerning the above company (the "Company") which is listed on GEM of The Stock Exchange of Hong Kong Limited (the "Exchange"). These particulars are provided for the purpose of giving information to the public with regard to the Company in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules"). They will be displayed at the GEM website on the internet. This information sheet does not purport to be a complete summary of information relevant to the Company and/or its securities.

The information in this sheet was updated as of 1 December 2020

A. General

Place of incorporation:

Cayman Islands

Date of initial listing on GEM:

18 May 2018

Name of Sponsor(s):

Giraffe Capital Limited

Names of directors:

(please distinguish the status of the directors

- Executive, Non-Executive or Independent Non-Executive)

Executive Directors: LIU Yong Cheng (劉永成) LIU Yong Qiang (劉永強) LIU Chunde (劉春德)

Independent non-executive Directors: LI Wai Kwan (李偉君)

LI Helen Hoi Lam (李凱琳) LUO Hongru (羅紅茹)

(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)

Name(s) of substantial shareholder(s): (as such term is defined in rule 1.01 of the GEM Listing Rules) and their respective interests in the ordinary shares and other securities of the Company

Name(s) of company(ies) listed on GEM or the Main Board of the Stock Exchange within the same group as the Company:

Name

Yongsheng Enterprise

Limited ("Yongsheng")1 Mr. LIU Yong Cheng1 Hongsheng Enterprise Limited ("Hongsheng")2 Mr. LIU Yong Qiang2

Number of shares of HK$0.01 each in the share capital of the Company ("Shares") held/ interestedApproximate percentage of shareholding

375,000,000 56.62%

375,000,000 56.62%

375,000,000 56.62%

375,000,000 56.62%

Notes:

• 1. Mr. Liu Yong Cheng directly owns 100% of Yongsheng, which in turn holds 108,750,000 Shares or approximately 17.42% of the issued Shares; therefore he is deemed, or taken to be interested in, all the Shares held by Yongsheng for the purpose of the Securities and Futures Ordinance (Cap.571). Pursuant to the acting in concert confirmation dated 14 June 2017, Mr. Liu Yong Cheng is also deemed to be interested in 266,250,000 Shares or approximately 42.64% of the issued Shares owned by Hongsheng as a result of being a party acting in concert with Mr. Liu Yong Qiang.

• 2. Mr. Liu Yong Qiang directly owns 100% of Hongsheng, which in turn holds 266,250,000 Shares or approximately 42.64% of the issued Shares; therefore he is deemed, or taken to be interested in, all the Shares held by Hongsheng for the purpose of the Securities and Futures Ordinance (Cap.571). Pursuant to the acting in concert confirmation dated 14 June 2017, Mr. Liu Yong Qiang is also deemed to be interested in 108,750,000 Shares or approximately 17.42% of the issued Shares owned by Yongsheng as a result of being a party acting in concert with Mr. Liu Yong Cheng.

N/A

Financial year end date:

Registered address:

31 December

Osiris International Cayman Limited Suite #4-210, Governors Square

23 Lime Tree Bay Avenue, PO Box 32311 Grand Cayman, KY1 1209, Cayman Islands

(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)

Head office and principal place of business:Web-site address (if applicable):

Share registrar:

Auditors:

B. Business activities

Head office

Jingzhou Primary Station Dong Fang Road

Economic Development Zone Jingzhou City

Hubei Province The PRC

Principal place of business in Hong Kong registered under Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)

4th Floor

Wah Yuen Building

149 Queen's Road Central

Hong Kong

www.tl-cng.com

Cayman Islands principal share registrar and transfer office: Osiris International Cayman Limited

Suite #4-210, Governors Square

23 Lime Tree Bay Avenue, PO Box 32311 Grand Cayman, KY1 1209, Cayman Islands

Hong Kong branch share registrar and transfer office: Tricor Investor Services Limited

Level 54, Hopewell Centre

183 Queen's Road East

Hong Kong

Ernst & Young

Certified Public Accountants 22th Floor, CITIC Tower

1 Tim Mei Avenue

Central

Hong Kong

(Please insert here a brief description of the business activities undertaken by the Company and its subsidiaries.)

The Group is principally engaged in (i) sales of compressed natural gas; and (ii) provision of automated car wash services in the PRC.

C. Ordinary shares

Number of ordinary shares in issue:	662,360,000 Shares
Par value of ordinary shares in issue:	HK$0.01
Board lot size (in number of shares):	10,000
Name of other stock exchange(s) on	N/A
which ordinary shares are also listed:
D. Warrants
Stock code:	N/A

(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)

Board lot size:

N/A

Expiry date:

N/A

Exercise price:

N/A

Conversion ratio:

N/A

(Not applicable if the warrant is denominated in dollar value of conversion right)

No. of warrants outstanding:

N/A

No. of shares falling to be issued upon N/A the exercise of outstanding warrants:

E. Other securities

Details of any other securities in issue.

(i.e. other than the ordinary shares described in C above and warrants described in D above but including options granted to executives and/or employees).

(Please include details of stock code if listed on GEM or the Main Board or the name of any other stock exchange(s) on which such securities are listed).

If there are any debt securities in issue that are guaranteed, please indicate name of guarantor.

Convertible bonds

On 21 April 2020, the Company issued three-year zero coupon unlisted convertible bonds in the principal amount of HK$3,732,800 to Mr. Yu Ting Hin (the "Second Convertible Bonds") and HK$3,732,800 to Mr. Fai Wai Lap Felip (the "Third Convertible Bonds") pursuant to the two subscription agreements both dated 3 April 2020. Based on the initial conversion price of HK$0.160 per conversion share, a maximum number of 46,660,000 Shares may be allotted and issued upon exercise in full of the conversion rights attaching to the Second Convertible Bonds and the Third Convertible Bonds (subject to the restrictions contained therein including the public float requirements under the GEM Listing Rules). As at the date hereof, none of the Second Convertible Bonds and the Third Convertible Bonds have been converted into Shares. For further details of the Second Convertible Bonds and the Third Convertible Bonds, please refer to the announcement of the Company dated 3 April 2020.

Share options

On 21 January 2020, the Company granted share options to certain individuals to subscribe for a total of 49,500,000 Shares at an exercise price of HK$0.166 per share pursuant to the share option scheme adopted by the Company on 20 April 2018 (the "Share Option Scheme"). As at the date hereof, none of the share options have been exercised. For further details of the share options, please refer to the announcement of the Company dated 21 January 2020.

On 23 June 2020, the Company granted share options to certain individuals to subscribe for a total of 66,236,000 Shares at an exercise price of HK$0.130 per share pursuant to the Share Option Scheme. As at the date hereof, none of the share options have been exercised. For further details of the share options, please refer to the announcement of the Company dated 23 June 2020.