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 (1)PURSUANT TO RULE 13.09(1) OF THE LISTING RULES (2)APPOINTMENT OF DIRECTOR (3)ESTABLISHMENT OF AD HOC MANAGEMENT COMMITTEE AND (4)SUSPENSION OF TRADING This announcement is made pursuant to Rule 13.09(1) of the Listing Rules. The Board noted that Mr. Liu, the managing and executive director of the Company, and Mr. Huang, the executive president of the Company and an executive director of Zhongyu Gas Holdings Limited (a subsidiary of the Company the securities of which are listed on the GEM Board of the Stock Exchange), were escorted away by certain individuals who claimed that they represented the Shenzhen Municipal Public Security Bureau in the PRC on

17 December

2010 from the Company'

s office in Shenzhen. The Company wishes to state that it is making necessary enquiries for the purpose of verifying the Incident. In view of the Incident, the Board, on

23 December 2010, resolved that: (i) Mr. Leung be appointed as an executive director of the Company with effect from

23 December 2010;

(ii) Mr. Leung and Mr. Zhu be appointed as Joint Managing Directors (Acting) of the Company with effect from

23 December 2010;

and (iii) the Company will set up an ad hoc management committee to oversee the Group'

s operating activities. Trading in the shares of the Company has been suspended at the request of the Company with effect from 9:30 a.m. on

20 December

2010 pending the release of this announcement. Subject to the publication of a further announcement about the Incident, the trading in the Shares in the Company will remain suspended until further notice. This announcement is made pursuant to Rule 13.09(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Stock Exchange ) (the Listing Rules ).

2 The board of directors (the Board ) of China Gas Holdings Limited (the Company ) noted that Mr. Liu Ming Hui ( Mr. Liu ), the managing and executive director of the Company, and Mr. Huang Yong ( Mr. Huang ), the executive president of the Company and an executive director of Zhongyu Gas Holdings Limited (a subsidiary of the Company the securities of which are listed on the GEM Board of the Stock Exchange), were escorted away by certain individuals who claimed that they represented the Shenzhen Municipal Public Security Bureau in the People'

s Republic of China (the PRC ) on

17 December

2010 from the Company'

s office in Shenzhen (the Incident ). The Company has not been able to contact Mr. Liu and Mr. Huang since the Incident and is currently trying to gather more information about the Incident through different channels, including the family members of Mr. Liu and Mr. Huang and the relevant governmental authorities in the PRC. The Company wishes to state that it is making necessary enquiries for the purpose of verifying the Incident and will make a further announcement about the Incident in accordance with the Listing Rules in due course. So far as the Board is aware, the Company and its subsidiaries (the Group ) have not been investigated or notified of any investigation by any governmental authorities in the PRC, and none of the directors or the management of the Group (except Mr. Liu and Mr. Huang) has been questioned or investigated by governmental authorities in the PRC. Accordingly, the Board is of the view that it is premature at this stage to determine whether the Incident is related to the Group. In view of the Incident, the Board, on

23 December 2010, resolved that (i) Mr. Leung Wing Cheong, Eric ( Mr. Leung ) be appointed as an executive director of the Company with effect from

23 December 2010;

(ii) Mr. Leung and Mr. Zhu Wei Wei ( Mr. Zhu ), an executive director of the Company be appointed as joint Managing Directors (Acting) ( Joint Managing Directors (Acting) ) of the Company with effect from

23 December 2010;

and (iii) to set up an ad hoc management committee ( Ad Hoc Management Committee or the Committee ) to oversee the Group'

s operating activities. Appointment of Executive Director Mr. Leung, aged 50, is currently the chief financial officer of the Company and is responsible for the financial, financing, international business development and investor and media relations activities of the Company. Mr. Leung joined the Company in early

2005 after a 13-year career in investment banking, during which he helped numerous companies in Greater China raise debt and equity capital, especially for energy and infrastructure projects. Investment banks he has served include Lehman Brothers, Barclays Capital and Prudential Securities. His last position before he joined the Company was managing director and head of corporate finance of UFJ Securities. Mr. Leung is a lawyer by training, and is qualified to practice law in Hong Kong, England &

Wales and Australia and he holds bachelor degrees from University of Hong Kong and University of London, and a master degree from the Chinese University of Hong Kong. As of the date of this announcement, Mr. Leung beneficially owns 2,622,000 shares of the Company, representing approximately 0.06% of the issued share capital of the Company and has a beneficial interest in 11,000,000 underlying shares in respect of the share options granted by the Company. Saved as disclosed above, Mr. Leung does not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance of Hong Kong. Mr. Leung is not connected with any di........