09:10     CHINA GAS HOLD<00384>-Announcement&Resumption of Trading(1)         

    The Stock Exchange of Hong Kong Limited takes no responsibility for the   
    contents of this announcement, make 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.                                        
                                                                              
    CHINA GAS HOLDINGS LIMITED                                                
    (incorporated in Bermuda with limited liability)                          
    (Stock Code: 384)                                                         
                                                                              
    ANNOUNCEMENT                                                              
                                                                              
    This announcement is made by the Company pursuant to Rule 13.09 of the    
    Listing Rules.                                                            
                                                                              
    The Board was notified by Mr. Liu that Mr. Liu has entered into a sale    
    and purchase agreement on 8 March 2005 with Hai Xia pursuant to which     
    Mr. Liu agreed to sell and Hai Xia agreed to purchase the Sale Shares in  
    five tranches for a cash consideration in the aggregate amount of         
    HK$330,000,000. The consideration was determined after arm's length       
    negotiation between Mr. Liu and Hai Xia. Completion of the sale and       
    purchase of the Sale Shares shall be divided into five tranches and are   
    expected to take place on 31 March 2005, 30 April 2005, 30 September      
    2005, 28 February 2006 and 31 August 2006 respectively or such other      
    dates as Mr. Liu and Hai Xia may agree.                                   
                                                                              
    Trading in Shares on the Stock Exchange was suspended at the request of   
    the Company from 9:30 a.m. on 8 March 2005 pending the release of this    
    announcement. Application has been made to the Stock Exchange for the     
    resumption of trading in Shares at 9:30 a.m. on 10 March 2005.            
                                                                              
    This announcement is made by the Company pursuant to Rule 13.09 of the    
    Listing Rules.                                                            
                                                                              
    The AGREEMENT                                                             
                                                                              
    The Board was notified by Mr. Liu, a substantial shareholder (as defined  
    under the Listing Rules) and the managing director of the Company who,    
    and the parties acting in concert with him, as at the date of this        
    announcement, is interested in 385,000,000 Shares, representing           
    approximately 17.38% of the entire issued share capital of the Company    
    as at the date of this announcement, that he has entered into the         
    Agreement to sell the Sale Shares in five tranches to Hai Xia. The Sale   
    Shares represent approximately 8.58% of the entire issued share capital   
    of the Company as at the date of this announcement. Immediately after     
    the Completion, Hai Xia and the parties acting in concert with it will    
    hold 340,000,003 Shares, representing approximately 15.35% of the entire  
    issued share capital of the Company whereas Mr. Liu and the parties       
    acting in concert with him will be interested in 195,000,000 Shares,      
    representing approximately 8.80% of the entire issued share capital of    
    the Company.                                                              
                                                                              
    CONSIDERATION                                                             
                                                                              
    The consideration for the Sale Shares is in the aggregate amount of       
    HK$330,000,000, with an average price of approximately HK$1.74 per Sale   
    Share, which shall be paid by Hai Xia to Mr. Liu in the following         
    manner:                                                                   
                                                                              
    (1)        the consideration for the First-tranche Sale Shares is         
    HK$12,000,000, or HK$1.2 per Sale Share, which is payable by Hai Xia to   
    Mr. Liu on 31 March 2005 or such other date as Mr. Liu and Hai Xia may    
    agree;                                                                    
                                                                              
    (2)        the consideration for the Second-tranche Sale Shares is        
    HK$28,000,000, or HK$1.4 per Sale Share, which is payable by Hai Xia to   
    Mr. Liu on 30 April 2005 or such other date as Mr. Liu and Hai Xia may    
    agree;                                                                    
                                                                              
    (3)        the consideration for the Third-tranche Sale Shares is         
    HK$80,000,000, or HK$1.6 per Sale Share, which is payable by Hai Xia to   
    Mr. Liu on 30 September 2005 or such other date as Mr. Liu and Hai Xia    
    may agree;                                                                
                                                                              
    (4)        the consideration for the Fourth-tranche Sale Shares is        
    HK$90,000,000, or HK$1.8 per Sale Share, which is payable by Hai Xia to   
    Mr. Liu on 28 February 2006 or such other date as Mr. Liu and Hai Xia     
    may agree; and                                                            
                                                                              
    (5)        the consideration for the Fifth-tranche Sale Shares is         
    HK$120,000,000, or HK$2.0 per Sale Share, which is payable by Hai Xia to  
    Mr. Liu on 31 August 2006 or such other date as Mr. Liu and Hai Xia may   
    agree.                                                                    
                                                                              
    COMPLETION