09:12     CHINA GAS HOLD<00384>-Announcement&Resumption of Trading(5)         

    Subscriber as a strategic investor of the Company could strengthen the    
    shareholders base of the Company. Given the expertise of the Subscriber   
    especially in the supply of CNG to motor vehicles, it is expected that a  
    synergy may be resulted from the possible joint venture and/or            
    cooperation to be entered into between the Company and Subscriber in      
    future, thereby strengthening the Group's position as a leading natural   
    gas investor in the PRC.                                                  
                                                                              
    The net proceeds of the Subscription of about HK$242 million will be      
    applied as the Group's general working capital and for future investment  
    in natural gas projects. The Board considers that the Agreement is        
    entered into upon normal commercial terms following arm's length          
    negotiations between the Company and the Subscriber and that the terms    
    of the Agreement are fair and reasonable and in the interests of the      
    Shareholders as a whole.                                                  
                                                                              
    After Completion, the Subscriber shall be entitled to appoint a nominee   
    (as well as his/her replacement) as non-executive Director throughout     
    the period that the Subscriber continually holds not less than            
    150,000,000 Shares. Save and except the above, the Directors have no      
    intention to change the composition of the Board and the principal        
    business engaged by the Group as a result of the Subscription.            
                                                                              
    The following table summaries the fund raising activities of the Group    
    for the 12 months immediately preceding the date of this announcement:    
                                                                              
                                    Actual use of proceeds                    
    Date of                         Intended         as at the date of        
    announcement        Event        Net proceeds        use of proceeds      
    this announcement                                                         
                                                                              
    5 October 2004        Placing of a         About HK$2,500,000        As   
    general working         As the Group's general                            
              total of 260,000,000                  capital of the Group      
    working capital                                                           
              Warrants at an issue                                            
              price of HK$0.01                                                
              per Warrant                                                     
                                                                              
    5 October 2004        Placing of a 90,000,000         About               
    HK$46,700,000        As general working         Approximately HK$25.3     
              new Shares at HK$0.52                   capital of the Group    
    million was used in the                                                   
              per new Share                        projects located in        
                                    Dangyang, Nanpi Xian,                     
                                    Beijing and Wuhuxian;                     
                                    approximately HK$14                       
                                    million was used as the                   
                                    repayment of short-term                   
                                    loans; approximately                      
                                    HK$3.4 million was used                   
                                    as the repayment of                       
                                    convertible notes and                     
                                    the remaining of HK$4                     
                                    million was used as the                   
                                    Group's general working                   
                                    capital                                   
                                                                              
    1 November        Placing of a 210,000,000         About HK$128,000,000   
    As general working         Approximately HK$36                            
      2004          new Shares at HK$0.61                   capital of the    
    Group        million was used in the                                      
              per new Share                        projects located in        
                                    Yangzhong, Suzhou and                     
                                    Dangyang; approximately                   
                                    HK$10 million was used                    
                                    as the repayment of                       
                                    short-term loan;                          
                                    approximately HK$7 million                
                                    was used as the Group's                   
                                    general working capital and               
                                    approximately HK$75                       
                                    million remained unused                   
                                                                              
    CHANGES OF SHAREHOLDING STRUCTURE                                         
    As at the date of this announcement, the Company has 2,117,932,338        
    Shares in issue. The shareholding structure of the Company as at the      
    date of this announcement and immediately after Completion, are as        
    follows:                                                                  
                                                                              
    Shareholder        As at the date of         Immediate after              
            this announcement        the Completion                           
                    Approximate                 Approximate                   
            No. of Shares        percentage        No. of Shares              
    percentage