09:10     CHINA GAS HOLD<00384>-Announcement&Resumption of Trading(2)         

    Completion of the Agreement is conditional upon the condition that the    
    Executive Director of the SFC giving ruling, direction or confirmation    
    that the transactions contemplated by the Agreement will not give rise    
    to any obligation on the part of Hai Xia and parties acting in concert    
    with it, to make a general offer for any securities of the Company under  
    rule 26 of the Code. An application will be made by Hai Xia to the        
    Executive Director of the SFC for such confirmation as soon as possible.  
                                                                              
    Upon fulfillment of the above condition which shall not be later than 14  
    days after the date of the Agreement, completion of the sale and          
    purchase of the First-tranche Sale Shares, Second-tranche Sale Shares,    
    Third-tranche Sale Shares, Fourth-tranche Sale Shares and the             
    Fifth-tranche Sale Shares shall 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.        
                                                                              
    Immediately upon 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.                                                   
                                                                              
    The Board was informed that none of the existing director of the Company  
    will resign nor any other persons will be appointed as directors of the   
    Company upon Completion.                                                  
                                                                              
    After Completion, the business operation and the composition of the       
    management of the Company will remain unchanged.                          
                                                                              
    SHAREHOLDING STRUCTURE OF THE COMPANY                                     
                                                                              
            As at the        Immediately                                      
            date of this         after the                                    
    Name of the        announcement        Completion                         
    Shareholder        No. of Share                Percentage        No. of   
    Share        Percentage                                                   
                                                                              
    Hai Xia        150,000,003                6.77%        340,000,003        
    15.35%                                                                    
    Sinopec (note 1)        210,000,000                9.48%                  
    210,000,000        9.48%                                                  
    Mr. Liu (note 2)        385,000,000        (note 3)        17.38%         
    195,000,000        8.80%                                                  
    China Credit Holding                                                      
      Limited (note 4)        10,000                0.01%        10,000       
    0.01%                                                                     
    Other Public                                                              
      Shareholder        1,469,622,335                66.36%                  
    1,469,622,335        66.36%                                               
                                                                              
                                                                              
    Total        2,214,632,338                100%        2,214,632,338       
    100%                                                                      
                                                                              
                                                                              
    Notes:                                                                    
                                                                              
    1.        Sinopec is a company incorporated in the PRC the issued shares  
    of which are listed on the Stock Exchange. Sinopec is not a connected     
    person of the Company as defined in the Listing Rules and is independent  
    of, not connected with and not a party acting in concert with other       
    shareholders of the Company. The 210,000,000 shares were subscribed by    
    Sinopec by way of placing of new Shares by the Company in 2004.           
                                                                              
    2.        Mr. Liu is independent of and not connected with Hai Xia or     
    its connected persons as defined in the Listing Rules. Mr. Liu and Hai    
    Xia are not parties acting concert with each other.                       
                                                                              
    3.        These 385,000,000 Shares represent 329,000,000 Shares           
    beneficially owned by Mr. Liu and the 56,000,000 Shares agreed to be      
    acquired by Mr. Liu from China Credit Holding Limited. Mr. Liu is also    
    interested in 135,000,000 options granted by the Company.                 
                                                                              
    4.        China Credit Holding Limited (previously known as Heng Fung     
    Holdings Limited), is not a party acting in concert with other            
    shareholders of the Company and according to the disclosure of interest   
    notice dated 25 February 2005, China Credit Holding Limited was           
    interested in 56,010,000 Shares, representing approximately 2.53% of the  
    entire issued share capital of the Company as at the date of this         
    announcement.                                                             
                                                                              
    GENERAL