09:22     CHINA GAS HOLD<00384>-Announcement&Resumption of Trading (1)        

    The Stock Exchange of Hong Kong Limited takes no responsibility for the   
    contents of this announcement, makes no representation as to its          
    accuracy or completeness and expressly disclaims 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                                                
    (incorporated in Bermuda in limited liability)                            
    (Stock Code: 384)                                                         
                                                                              
    ANNOUNCEMENT                                                              
                                                                              
    This announcement is made by the Company pursuant to Rule 13.09 of the    
    Listing Rules.                                                            
                                                                              
    The Board is pleased to announce that the Cooperation Agreement is        
    entered into pursuant to which Xian Zhongran, a wholly foreign-owned      
    enterprise, will be established in Xian, Shaanxi Province, the PRC with   
    an exclusive licence to operate the City Gas Project for a term of 30     
    years.                                                                    
                                                                              
    Trading of shares of the Company was suspended with effect from 9:30      
    a.m. on 30 November 2004 at the request of the Company pending            
    publication of this announcement. Application has been made for the       
    resumption of the trading of the shares of the Company at 9:30 a.m. on 1  
    December 2004.                                                            
                                                                              
    This announcement is made by the Company pursuant to Rule 13.09 of the    
    Listing Rules.                                                            
                                                                              
    The Board is pleased to announce that the Cooperation Agreement is        
    entered into pursuant to which Xian Zhongran, a wholly foreign-owned      
    enterprise, will be established in Xian, Shaanxi Province, the PRC with   
    an exclusive licence to operate the City Gas Project for a term of 30     
    years. Details of the Cooperation Agreement are set out below:            
                                                                              
    THE COOPERATION AGREEMENT                                                 
    Date: 30 November 2004                                                    
                                                                              
    Parties                                                                   
    (A)        the Company; and                                               
                                                                              
    (B)        the PRC Party                                                  
                                                                              
    Contents                                                                  
    The parties to the Cooperation Agreement agreed that Xian Zhongran will   
    be established by the Company in Xian, Shaanxi Province, the PRC which    
    will be granted an exclusive licence to operate the City Gas Project for  
    a term of 30 years.                                                       
                                                                              
    Although there is no provision for payment of any monetary consideration  
    to either contracting party in the Cooperation Agreement, it is provided  
    that the PRC Party shall, among others,                                   
                                                                              
    (a)        not approve any other corporation to operate the City Gas      
    Project during the exclusive licence period;                              
                                                                              
    (b)        assist Xian Zhongran to charge and receive the development     
    and installation fees for the gas pipelines;                              
                                                                              
    (c)        assist to approve all procedures for the City Gas Project,     
    including but not limited to gaining access to railway, road, public      
    facilities together with all accommodating facilities such as transport,  
    water and electricity etc., and the related liaison work.                 
                                                                              
    The Company shall, among others,                                          
                                                                              
    (a)        establish Xian Zhongran for the City Gas Project;              
                                                                              
    (b)        make investment in accordance with the constitutional          
    document of Xian Zhongran; and                                            
                                                                              
    (c)        ensure stable supply of natural gas and provide good quality   
    of services.                                                              
                                                                              
    REASONS FOR THE COOPERATION AGREEMENT                                     
    The Group is principally engaged in investment in, among others, natural  
    gas/energy and property projects. The Cooperation Agreement is entered    
    into for the interests of both contracting parties in that the Company    
    shall invest in Xian through the establishment of Xian Zhongran and       
    supply natural gas for the purpose of raising the living standard of the  
    people in the Xian Hi-Tech Industrial Development Zone. The Directors