09:26     CHINA GAS HOLD<00384> - Announcement                                

    The Stock Exchange of Hong Kong Limited takes no responsibility for the   
    contents of this announcement, makes 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)                                                         
                                                                              
    COMPLETION                                                                
    FOR THE PLACING OF NEW SHARES TO                                          
    GAIL (INDIA) LIMITED                                                      
                                                                              
                                                                              
    Completion took place on 3 May 2005 when the Subscription Shares were     
    allotted and issued at the Subscription Price to the Subscriber.          
                                                                              
    Reference is made to the announcement (the "Placing Announcement") made   
    by China Gas Holdings Limited (the "Company") dated 21 February 2005 and  
    the circular of the Company dated 16 March 2005 in relation to, among     
    other things, the subscription of 210,000,000 new Shares by GAIL (India)  
    Limited. Unless otherwise stated herein, terms used in this announcement  
    shall have the same meanings as those defined in the Placing              
    Announcement.                                                             
                                                                              
    The Board is pleased to announce that all the conditions for the          
    Subscription as set out in the paragraph headed "Conditions of the        
    Subscription" in the Placing Announcement have been fulfilled.            
    Accordingly, Completion took place on 3 May 2005 when the Subscription    
    Shares were allotted and issued at the Subscription Price to the          
    Subscriber.                                                               
                                                                              
    As mentioned in the Placing Announcement, 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. In this regard,       
    further announcement will be made by the Company in compliance with the   
    Listing Rules as and when appropriate.                                    
                                                                              
    As at the date of this announcement, the shareholding structure of the    
    Company is as follows:                                                    
                                                                              
            As at the date of                                                 
            this announcement                                                 
                    Approximate                                               
    Shareholder        No. of Shares        percentage                        
                                                                              
    Hai Xia Finance Holdings Limited (Note)        340,000,003        13.84%  
    Sinopec Corp.        210,000,000        8.55%                             
    The Subscriber        210,000,000        8.55%                            
    Liu Ming Hui (Note)        195,000,000        7.94%                       
    Other public Shareholders        1,501,562,335        61.12%              
                                                                              
                                                                              
    Total        2,456,562,338        100%                                    
                                                                              
                                                                              
    Note:        The number of Shares of Hai Xia Finance Holdings Limited     
    and Mr. Liu Ming Hui have fully reflected the disposal by Mr. Liu Ming    
    Hui of an aggregate of 190,000,000 Shares in five tranches to Hai Xia     
    Finance Holdings Limited pursuant to a sale and purchase agreement dated  
    8 March 2005. As at the date of this announcement, the disposal of        
    10,000,000 Shares has been completed.                                     
                                                                              
    By order of the board of directors of                                     
    China Gas Holdings Limited                                                
    Liu Ming Hui                                                              
    Managing Director                                                         
    Hong Kong, 4 May 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.