09:55     XINAO GAS<02688> - Announcement (12)                                

    "PRC"   the People's Republic of China and for the                        
    purposes of this announcement, excluding Hong Kong,                       
    the Macau Special Administrative Region and Taiwan                        
                                                                              
    "Share(s)"      ordinary share(s) of HK$0.10 each in the                  
    share capital of the Company                                              
                                                                              
    "Shareholder(s)"        the registered holder(s) of                       
    Share(s)                                                                  
                                                                              
    "Stock Exchange"        The Stock Exchange of Hong Kong                   
    Limited                                                                   
                                                                              
    "subsidiaries"  as such term is defined under the                         
    Listing Rules                                                             
                                                                              
    "Wang Family Companies" companies controlled                              
    (entitled to exercise, or control the exercise of 30%                     
    or more of the voting power at the general meeting                        
    of the relevant company) by Mr. Wang and/or his                           
    associates, thereby being connected persons of the                        
    Company                                                                   
                                                                              
    "XGCL"  * (Xinao Group Company                                            
    Limited*), a PRC-incorporated company which is 72.50%                     
    owned by Mr. Wang, thereby being a connected person                       
    of the Company                                                            
                                                                              
    "Xinao Machinery"      *                                                  
    (Xinao Group Shijiazhuang Petrochemical and                               
    Machinery Company Limited*), a PRC-incorporated                           
    company which is 72.58% owned by Mr. Wang, thereby                        
    being a connected person of the Company                                   
                                                                              
    "HK$"   Hong Kong dollars, the lawful currency of Hong                    
    Kong                                                                      
                                                                              
    "RMB"   Renminbi, the lawful currency of PRC                              
                                                                              
    "m2"    metre square                                                      
                                                                              
    "%"     per cent.                                                         
                                                                              
    In this announcement, the following exchange rate has                     
    been used:                                                                
                                                                              
    HK$1.00 = RMB1.06                                                         
                                                                              
    As at the date of this announcement, the Board                            
    comprises nine executive Directors, namely Mr. Wang                       
    Yusuo (Chairman), Mr. Yang Yu (Chief Executive                            
    Officer), Mr. Chen Jiacheng, Mr. Zhao Jinfeng, Mr.                        
    Qiao Limin, Mr. Jin Yongsheng, Mr. Yu Jianchao, Mr.                       
    Cheung Yip Sang and Mr. Cheng Chak Ngok; one                              
    non-executive Director, namely Ms. Zhao Baoju; and                        
    three independent non-executive Directors, namely Mr.                     
    Wang Guangtian, Mr. Xu Liang and Ms. Yien Yu Yu,                          
    Catherine.                                                                
                                                                              
    By order of the Board                                                     
    XINAO GAS HOLDINGS LIMITED                                                
    CHENG Chak Ngok                                                           
    Executive Director and Company Secretary                                  
                                                                              
    Hong Kong, 31 January 2005                                                
                                                                              
    (*  For the Chinese names, please refer to the press announcement today.)