09:12     CHINA GAS HOLD<00384>-Announcement&Resumption of Trading(4)         

    venture which will be in direct proportion to the shareholding of the     
    Company and the Subscriber in the joint venture;                          
                                                                              
    (d)        the Subscriber will provide certain senior management with     
    project planning, execution, operational and technical expertise for the  
    project(s); and                                                           
                                                                              
    (e)        the Company will assist the joint venture to secure banking    
    facilities for the project company(ies) to be formed.                     
                                                                              
    It is also agreed between the Company and the Subscriber in relation to   
    the joint venture that:                                                   
                                                                              
    (a)        the Company and the Subscriber may form other joint            
    venture(s) and/or invest together in energy fuel related opportunities    
    in the PRC where the percentage shareholding of the parties in the        
    project shall be determined by their respective capital contribution      
    and/or level of technical expertise that the parties may contribute to    
    the project. In the area of supplying CNG to motor vehicles, the          
    Subscriber shall be favourably considered for control over the            
    management and operations of such joint venture(s);                       
                                                                              
    (b)        the Subscriber shall provide training programmes for the       
    employees of the Group in the aspects of the gas business where the       
    Subscriber has the requisite experience, and in the process to            
    accelerate the business growth of the Group and the terms of such         
    training programmes would be formulated by the Subscriber in              
    consultation with the Company;                                            
                                                                              
    (c)        the parties will exchange market information in relation to    
    natural gas;                                                              
                                                                              
    (d)        the senior management of both parties agree to meet            
    periodically to discuss the progress of the formation of the joint        
    venture and explore the potential for future cooperation opportunities;   
                                                                              
    (e)        in the existing project companies, in which the Company has a  
    controlling interest (directly or indirectly) and where such project      
    companies have the rights to supply CNG to motor vehicles, the Company    
    shall partner with the Subscriber in such projects such that the          
    Subscriber has the opportunity to have management and operational         
    control, subject to necessary regulatory approvals and permissions;       
                                                                              
    (f)        where there is an opportunity for an affiliate of the Company  
    to be awarded a project by way of grant of concession or otherwise or     
    implement such project that such affiliate: (i) is so structured that     
    the joint venture owns the entire shareholding of such affiliate; or      
    (ii) is so structured that in addition to an ownership interest of the    
    Company, directly or indirectly, the balance ownership interest can be    
    owned by the Subscriber (having management and operational control),      
    except to the extent that both parties agree to include other investors;  
    and                                                                       
                                                                              
    (g)        the Subscriber shall have the opportunity to invest in future  
    projects relating to the supply of natural gas to motor vehicles.         
                                                                              
    Further announcement will be made by the Company on formation of the      
    joint venture. The Company will comply with the Listing Rules             
    requirement in relation to the formation of the joint venture and all     
    transactions relating thereto.                                            
                                                                              
    INFORMATION ON THE SUBSCRIBER                                             
    The Subscriber was established in 1984 by the Indian Government as a      
    state-owned company. It is the largest energy conglomerate in India. The  
    Subscriber is a major player in India's gas and petrochemical             
    industries, with operations cover businesses such as construction of      
    natural gas pipeline networks, operation of urban area gas pipeline       
    networks, construction of gas stations, import and distribution of        
    natural gas, production of petrochemical products, and offshore oil and   
    gas fields exploration. The Subscriber has natural gas pipelines with     
    total length over 5,340km, and owns the world's longest LNG pipeline      
    with length of 1,922km. It has also built the world's largest gas refill  
    system for public business using compressed gas in New Delhi, capital of  
    India. The system provides gas station services for more than 200,000     
    public buses in the cities of New Delhi and Bombay. The Subscriber had    
    also expanded its business to other regions including Europe, Middle      
    East and Asia.                                                            
                                                                              
    REASONS FOR THE SUBSCRIPTION                                              
    The Group is principally engaged in investment in, and the operation and  
    management of, gas pipeline infrastructure and the sale and distribution  
    of piped natural gas and compressed natural gas in the PRC.               
                                                                              
    By entering into the Agreement, the Group can raise further capital for   
    future investment. The Board considers that the introduction of the