09:51 <03862>, <03863>, <03864> & <03865> - Announcement (1) This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Warrants described below. The Stock Exchange of Hong Kong Limited (the "Stock Exchange") 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. 288,000,000 European Style (Cash Settled) Call Warrants 2005 relating to existing issued ordinary shares of HK$0.02 each of CNOOC Limited ("Series A") 288,000,000 European Style (Cash Settled) Call Warrants 2005 relating to existing issued ordinary H shares of RMB1.00 each of China Petroleum & Chemical Corporation ("Series B") 308,000,000 European Style (Cash Settled) Call Warrants 2005 relating to existing issued ordinary H shares of RMB1.00 each of Huaneng Power International, Inc. ("Series C") 388,000,000 European Style (Cash Settled) Call Warrants 2005 relating to existing issued ordinary shares of HK$0.40 each of CITIC Pacific Limited ("Series D") issued by KBC Financial Products International Ltd. (Incorporated with limited liability in the Cayman Islands) unconditionally and irrevocably guaranteed by KBC Bank NV (Incorporated with limited liability in Belgium) Sponsor/Manager KBC Financial Products Hong Kong Limited Announcement The directors of KBC Financial Products International Ltd. (the "Issuer") announce their intention to issue the series' of Warrants detailed below (the "Warrants"). In respect of Series A, every warrant relating to one existing issued ordinary share of HK$0.02 each of CNOOC Limited, in respect of Series B, every warrant relating to one existing issued ordinary H share of RMB1.00 each of China Petroleum & Chemical Corporation, in respect of Series C, every warrant relating to one existing issued ordinary H share of RMB1.00 each of Huaneng Power International, Inc. and in respect of Series D, every ten warrants relating to one existing issued ordinary share of HK$0.40 each of CITIC Pacific Limited. Warrants Share Company Issue Price Series A HK$0.02 CNOOC Limited HK$0.264 Series B RMB1.00 China Petroleum & Chemical Corporation HK$0.290 Series C RMB1.00 Huaneng Power International, Inc. HK$0.252 Series D HK$0.40 CITIC Pacific Limited HK$0.258 Expiry Date Trading Board Lots Exercise Price 3rd October, 2005 1,000 HK$4.48 strategic cooperation committee to discuss further on the transactions contemplated thereby and as set out above. However, there cannot be any assurance that definitive agreement(s) will be signed between the parties. The Company will make further announcement(s) as and when appropriate to keep shareholders of the Company informed. The Directors wish to emphasise that since the MOU is not legally binding and the transactions under the MOU may or may not proceed, public investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. The Directors also wish to inform the public and its shareholders that the Company is still in discussions and negotiations with India Corporation (as defined in the Announcement). No binding agreements or memorandum or letter of intent have been yet been entered into between the Company and either KOGAS, Singapore Corporation (as defined in the Announcement) or India Corporation. The Directors wish to emphasise that there is no assurance that the discussions with India Corporation will materialise and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. Further announcement(s) will be made as and when appropriate and necessary to keep shareholders of the Company informed. Trading in Shares on the Stock Exchange was suspended at the requested of the Company from 9:30 a.m. on 28 January 2005 pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading in Shares at 9:30 a.m. on 31 January 2005. DEFINITIONS In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings: "Board" the board of directors of the Company "Company" China Gas Holdings Limited, a company incorporated under the laws of Bermuda with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange "Directors" the directors of the Company "Group" the Company and its subsidiaries "KOGAS" Korea Gas Corporation, a corporation duly established and registered in the Republic of Korea and the issued shares of which are listed on the Korea Stock Exchange "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "MOU" the non-legally binding memorandum of understanding dated 27 January 2005 and entered into between the Company and KOGAS setting out the basic understanding between the parties thereto in connection with the cooperation for the development of natural gas business in the PRC and KOGAS to become a strategic investor of the Company "PRC" the People's Republic of China "Share(s)" ordinary share(s) of HK$0.01 each in the share capital of the Company "Stock Exchange" The Stock Exchange of Hong Kong Limited "km" kilometre(s) "US$" United States dollars, the lawful currency of the United States "%" per cent. By order of the board of directors of China Gas Holdings Limited Liu Ming Hui Managing Director Hong Kong, 28 January 2005 As at the date of this announcement, the Board comprises five executive directors namely Messrs. Li Xiaoyun, Xu Ying, Liu Ming Hui, Zhu Wei Wei and Ma Jin Long, one non-executive director namely Mr. Wu Bangjie and three independent non-executive directors namely Mr. Zhao Yuhua, Dr. Mao Erwan and Ms. Wong Sin Yue, Cynthia.