09:11     XINAO GAS<02688> - Announcement                                     

    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.                                                     
                                                                              
    XinAo Gas Holdings Limited                                                
    (Incorporated in the Cayman Islands with limited                          
    liability)                                                                
    (Stock Code: 2688)                                                        
    (Website: www.xinaogas.com)                                               
                                                                              
    ANNOUNCEMENT                                                              
                                                                              
    DELAY IN DESPATCH OF CIRCULAR                                             
                                                                              
    Reference is made to the announcement dated 31 January                    
    2005 of the Company (the "Announcement") in relation                      
    to the Existing Continuing Connected Transactions and                     
    the New Continuing Connected Transactions.                                
                                                                              
    The Company has applied to the Stock Exchange for a                       
    waiver from strict compliance with Rule 14A.49 of the                     
    Listing Rules to extend the time of despatch of the                       
    circular from 22 February 2005 to on or before 4 March                    
    2005.                                                                     
                                                                              
    Reference is made to the announcement dated 31 January                    
    2005 of the Company (the "Announcement") in relation                      
    to the Existing Continuing Connected Transactions and                     
    the New Continuing Connected Transactions. Unless                         
    otherwise defined, capitalized terms used herein                          
    shall have the same meanings as those used in the                         
    Announcement.                                                             
                                                                              
    Pursuant to Rule 14A.49 of the Listing Rules, the                         
    Company is required to despatch a circular in relation                    
    to the Non-Exempt Continuing Connected Transaction                        
    to Shareholders within 21 days after the publication                      
    of the Announcement, which is on or before 22 February                    
    2005.                                                                     
                                                                              
    In view of the Lunar New Year public holidays,                            
    additional time is required to compile business                           
    information in the past to be contained in the                            
    circular. Accordingly the Company has applied to the                      
    Stock Exchange for a waiver from strict compliance                        
    with Rule 14A.49 of the Listing Rules to extend the                       
    time for despatch of the circular from 22 February                        
    2005 to on or before 4 March 2005.                                        
                                                                              
    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, 21 February 2005