PDF《中国燃气控股有限公司*》

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

CHINA GAS HOLDINGS LIMITED 中国燃气控股有限公司* (Incorporated in Bermuda with limited liability) (Stock Code: 384) ANNOUNCEMENT PURSUANT TO RULE 13.09(1) OF THE LISTING RULES (1) UPDATES ON THE INCIDENT;

(2) ELIGIBILITY OF MR. LIU AND MR. HUANG;

AND (3) RESUMPTION OF TRADING Updates on the Incident On

24 January 2011, Zhongran Gas, a wholly owned subsidiary of the Company, was notified by the PRC Legal Counsel that it received from the respective family members of Mr. Liu and Mr. Huang on

23 January

2011 copies of the Notices of Arrest dated

21 January

2011 in respect of Mr. Liu and Mr. Huang . The Notices of Arrest stated that Mr. Liu and Mr. Huang have respectively been arrested for the Suspected Offence and are detained at the detention centre in Shenzhen. The Company has tried but has not been able to contact Mr. Liu and Mr. Huang so far. However, to the best of the knowledge of the Board, no formal charges have yet been made against Mr. Liu or Mr. Huang According to a status report dated

20 January

2011 issued by the PRC Legal Counsel to Zhongran Gas, on

6 January 2011, certain officers of the Shenzhen PSB attended the office of Zhongran Gas in Shenzhen and requested Zhongran Gas to provide certain documentation relating to, amongst other things, (1) the appointment of Mr. Liu and Mr. Huang with the Company;

and (2) the acquisition of Clever Decision, a holding company which then owned and operated four City Projects and a Pipeline Project. The status report was prepared based on information provided by Zhongran Gas and Shenzhen PSB. In addition, the Shenzhen PSB issued the 27/1 Notice to the Company on

27 January

2011 requesting for further evidence relating to, among other things, the Acquisition and the Hubei Projects. Save for the 27/1 Notice and the information contained in the status report, none of the members of the Group (other than Zhongran Gas) or the PRC Legal Counsel has been able to obtain any information directly from Shenzhen PSB. Based on the extent and the nature of the information requested by the Shenzhen PSB on

6 January 2011, as stated in the status report, the PRC Legal Counsel deduced that the primary focus of the investigation by the Shenzhen PSB was on the performance of the acquisition and construction contracts relating to the Hubei Projects. Based on (i) the same reason, (ii) the information requested by the Shenzhen PSB under the 27/1 Notice, (iii) the view of the PRC Legal Counsel stated in the status report, the Company has reasonable grounds to believe that the Suspected Offence may be related to the Hubei Projects. Further, as there is no indication that the operation of the Group has been adversely affected so far and based on the current status of the review of the cash position of the Company and its principal subsidiaries conducted by PwC (for further details of such review, please refer to the section headed Results of Review by PwC below) which is still in progress, the Company has reasonable grounds to believe that the Suspected Offence is not in relation to any other assets or projects of the Group.

2 Eligibility of Mr. Liu and Mr. Huang and Termination of Mr. Liu as Managing and Executive Director of the Company and Termination of Mr. Huang as Executive President of the Company In view of the allegations made against Mr. Liu and Mr. Huang, the possible connection of the Suspected Offence with the Hubei Projects and the continued absence of Mr. Liu and Mr. Huang from their offices and positions pending investigation of the Suspected Offence, the Board has unanimously resolved that, based on the current circumstances, each of Mr. Liu and Mr. Huang is not eligible to carry out his duties in the Company. As regards Mr. Liu'