09:13     CHINA GAS HOLD<00384>-Announcement&Resumption of Trading(7)         

    the allotment and issue of the Subscription Shares                        
                                                                              
    "Share(s)"        share(s) of HK$0.01 each in the capital of the Company  
                                                                              
    "Shareholders"        holders of the Shares                               
                                                                              
    "Stock Exchange"        The Stock Exchange of Hong Kong Limited           
                                                                              
    "Subscriber"        GAIL (India) Limited, a company incorporated in       
    India and the issued shares of which are listed on the Stock Exchange of  
    Mumbai, the National Stock Exchange and the Delhi Stock Exchange          
                                                                              
    "Subscription"        the subscription for the Subscription Shares by     
    the Subscriber pursuant to the Agreement                                  
                                                                              
    "Subscription Price"        the subscription price of HK$1.158 per        
    Subscription Share                                                        
                                                                              
    "Subscription Shares"        a total number of 210,000,000 Shares for     
    which the Subscriber has conditionally agreed to subscribe pursuant to    
    the Agreement                                                             
                                                                              
    "Tranche 1 Bonds"        convertible bonds with an aggregate principal    
    amount of US$6,000,000 due 2008 issued by the Company to Merrill Lynch    
    International on 13 November 2003                                         
                                                                              
    "Tranche 2 Bonds"        convertible bonds with an aggregate principal    
    amount of US$7,000,000 due 2008 issued by the Company to Merrill Lynch    
    International on 10 June 2004                                             
                                                                              
    "Warrant(s)"        260,000,000 non-listed warrants to be issued by the   
    Company at HK$0.01 per unit, each entitles the holder thereof to          
    subscribe for one new Share at the initial exercise price of HK$0.66      
    (subject to adjustment) at any time during a period of five years         
    commencing from the date of issue of the warrants, pursuant to (i) a      
    conditional placing agreement dated 28 September 2004 made between the    
    Company and Mr. Kan Che Kin, Billy Albert; and (ii) a conditional         
    placing agreement dated 28 September 2004 made between the Company and    
    Mr. Liu Zhi He                                                            
                                                                              
    "HK$"        Hong Kong dollars, the lawful currency of Hong Kong          
                                                                              
    "%"        per cent.                                                      
                                                                              
    By order of the board of directors of                                     
    China Gas Holdings Limited                                                
    Liu Ming Hui                                                              
    Managing Director                                                         
                                                                              
    Hong Kong, 21 February 2005                                               
                                                                              
    As at the date of this announcement, Mr. Li Xiaoyun, Mr. Xu Ying, Mr.     
    Liu Ming Hui, Mr. Ma Jin Long and Mr. Zhu Wei Wei are the executive       
    Directors, Mr. Wu Bangjie is the non-executive Director and Mr. Zhao Yu   
    Hua, Dr. Mao Er Wan and Ms. Wong Sin Yue, Cynthia are the independent     
    non-executive Directors.