09:23     CHINA GAS HOLD<00384>-Announcement&Resumption of Trading (2)        

    consider that the City Gas Project represents a good opportunity for the  
    Company to further invest in the natural gas business in the PRC which    
    is in line with the Group's strategy to expand into natural gas           
    industries in the PRC.                                                    
                                                                              
    The Directors consider that the terms of the Cooperation Agreement are    
    fair and reasonable and in the interests of the Company and its           
    shareholders as a whole.                                                  
                                                                              
    GENERAL                                                                   
    Trading of the 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 trading of the shares of the Company at 9:30 a.m. on 1      
    December 2004.                                                            
                                                                              
    Definitions                                                               
    "Board"        board of Directors                                         
                                                                              
    "City Gas Project"        the project to be carried out by Xian Zhongran  
    in Xian, the PRC, in relation to the design, construction and operation   
    of natural gas pipeline network and ancillary facilities, the provision   
    of piped natural gas, installation, repair and maintenance of natural     
    gas equipment and facilities in Xian National Hi-Tech Aviation            
    Development Zone and the new development zones around Xian National       
    Hi-Tech Industrial Development Zone *                                     
                                                                              
    "Company"        China Gas Holdings Limited (*), a                        
    company incorporated in Bermuda with limited liability, whose issued      
    shares are listed on the main board of the Stock Exchange                 
                                                                              
    "Cooperation        the cooperative agreement dated 30 November           
     Agreement"        2004 entered into between the Company and the PRC      
    Party in relation to the establishment of Xian Zhongran and the           
    operation of the City Gas Project contemplated thereunder                 
                                                                              
    "Directors"        directors of the Company                               
                                                                              
    "Group"        the Company and its subsidiaries                           
                                                                              
    "Hong Kong"        Hong Kong Special Administrative Region of the PRC     
                                                                              
    "Listing Rules"        Rules Governing the Listing of Securities on the   
    Stock Exchange                                                            
                                                                              
    "PRC"        the People's Republic of China                               
                                                                              
    "PRC Party"        Xian National Hi-Tech Industrial Development Zone      
    Administrative Committee (*), which is                                    
    under Xian Municipal Government (*) and an independent third              
    party which is independent of and not connected with the Company and its  
    connected persons (as defined in the Listing Rules) and is not a          
    connected person of the Company (as defined in the Listing Rules)         
                                                                              
    "Stock Exchange"        The Stock Exchange of Hong Kong Limited           
                                                                              
    "Xian Zhongran"        Xian Zhongran City Gas Development Company Ltd. (  
    *                                                                         
    ), a wholly-foreign owned enterprise with                                 
    limited liability to be established by the Company in the PRC pursuant    
    to the Cooperation Agreement                                              
                                                                              
    By Order of the Board                                                     
    Liu Ming Hui                                                              
    Managing Director                                                         
    Hong Kong, 30 November 2004                                               
                                                                              
    As at the date of this announcement, Mr. Li Xiaoyun, Mr. Xu Ying, Mr.     
    Liu Ming Hui, Mr. Ma Jin Long and Mr. Zhu Wei Wei are the executive       
    Directors, Mr. Wu Bangjie is the non-executive Director and Mr. Zhao Yu   
    Hua, Dr. Mao Er Wan and Ms. Wong Sin Yue, Cynthia are the independent     
    non-executive Directors.