09:54     XINAO GAS<02688> - Announcement (10)                                

    and his family members and their respective                               
    associates. As Mr. Wang is a substantial shareholder                      
    of the Company, the Wang Family Companies are                             
    therefore connected persons of the Company and the                        
    entering into of the New Agreements constitute                            
    continuing connected transactions for the Company                         
    under Chapter 14A of the Listing Rules.                                   
                                                                              
    A circular containing further details of the                              
    Non-Exempt Continuing Connected Transaction and the                       
    Annual Caps for the Non-Exempt Continuing Connected                       
    Transaction, letters from the Independent Board                           
    Committee and an independent financial adviser to the                     
    Independent Board Committee and the Independent                           
    Shareholders in relation to the Non-Exempt Continuing                     
    Connected Transaction, together with a notice to                          
    convene the EGM for approving the Non-Exempt                              
    Continuing Connected Transaction and the Annual Caps                      
    will be despatched to the Shareholders as soon as                         
    practicable.                                                              
                                                                              
    DEFINITIONS                                                               
    "Annual Cap(s)" the maximum aggregate annual value                        
    of the New Continuing Connected Transactions for each                     
    of the three financial years ending 31 December 2007                      
                                                                              
    "associate(s)"  as such term is defined under the                         
    Listing Rules                                                             
                                                                              
    "Beijing Guangxia"     *                                                  
    (Beijing Xinao Guangxia Property Development Company                      
    Limited*), a PRC-incorporated company which is                            
    controlled by Mr. Wang, thereby being a connected                         
    person of the Company                                                     
                                                                              
    "Board" the board of Directors                                            
                                                                              
    "CNG"   natural gas that is compressed to high density                    
    through application of high pressure to facilitate                        
    the ease and efficiency of storage and transportation                     
                                                                              
    "Company"       Xinao Gas Holdings Limited, an exempted                   
    company incorporated in the Cayman Islands with                           
    limited liability, the shares of which are listed on                      
    the main board of Stock Exchange                                          
                                                                              
    "connected person(s)"   as such term is defined under                     
    the Listing Rules                                                         
                                                                              
    "Director(s)"   the director(s) of the Company                            
                                                                              
    "Easywin"       Easywin Enterprises Limited, a British                    
    Virgin Islands-incorporated investment holding                            
    company and the controlling Shareholder which is                          
    owned as to 50% by Mr. Wang and 50% by Ms. Zhao Baoju                     
    (*), a non-executive Director and the spouse of                           
    Mr. Wang                                                                  
                                                                              
    "EGM"   the extraordinary general meeting of the                          
    Company to be held, to approve, among other things,                       
    the Non-Exempt Continuing Connected Transaction and                       
    the Annual Caps                                                           
                                                                              
    "Enric Compressor"      * (Enric                                          
    (Bengbu) Compressor Company Limited*), a wholly                           
    foreign-owned enterprise incorporated in the PRC, is                      
    controlled by Mr. Wang, thereby being a connected                         
    person of the Company                                                     
                                                                              
    "Existing Continuing Connected Transactions"    the                       
    existing continuing connected transactions entered                        
    into between the Group and certain connected