China Gas : VOLUNTARY ANNOUNCEMENT - PROPOSED ISSUANCE OF 2017 FIRST MEDIUM-TERM NOTES AT THE NATIONAL ASSOCIATION OF FINANCIAL MARKET INSTITUTIONAL INVESTORS

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CHINA GAS HOLDINGS LIMITED

中 國 燃 氣 控 股 有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 384)

VOLUNTARY ANNOUNCEMENT

PROPOSED ISSUANCE OF 2017 FIRST MEDIUM-TERM NOTES AT THE NATIONAL ASSOCIATION OF

FINANCIAL MARKET INSTITUTIONAL INVESTORS

This is a voluntary announcement made by China Gas Holdings Limited (the''Company'').

Reference is made to the announcement of the Company dated 21 November 2016 in relation to the application to the National Association of Financial Market Institutional Investors (the''NAFMII'') for registration of medium-term notes and short term financing notes, and the announcement dated 28 December 2016 in relation to the approval of registration of medium-term notes and short term financing notes at the NAFMII (the''Announcements''), respectively. Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the Announcements.

The Board is pleased to announce that the Company proposes to issue the 2017 First Medium-term Notes (''2017 First Medium-term Notes'') at the NAFMII on 1 August 2017. The proposed aggregate principal of the 2017 First Medium-term Notes shall be RMB1,500,000,000 and the coupon rate shall be determined through centralized book-building process and shall remain unchanged during the term of the 2017 First Medium-term Notes. The 2017 First Medium-term Notes will be issued by two categories (Category 1 and Category 2). Notes of Category 1 shall have a term of 3 years and the initial issuance shall be in the amount of RMB1,000,000,000, while notes of Category 2 shall have a term of 5 years and the initial issuance shall be in the amount of RMB500,000,000. The Company and the joint lead underwriters (CITIC Securities Co., Ltd. and Industrial and Commercial Bank of China Limited) may adjust the amount of final issuance of each category of the 2017 First Medium-term Notes through re-allocation based on the result of the centralized book-building, subject to an aggregate amount of the two categories of RMB1,500,000,000. The proceeds from issuance of the 2017 First Medium-term Notes will be used for repayment of loans.

Disclosure documents such as the prospectus in relation to the issuance of 2017 First Medium-term Notes have been published by the Company on the websites of China Foreign Exchange Trade System (www.chinamoney.com.cn) and Shanghai Clearing House (www.shclearing.com), respectively.

The proposed issuance of medium-term notes will be subject to market conditions and the fulfilment of certain conditions and therefore may or may not proceed. If it proceeds, the Company will make separate announcement (if applicable) in accordance with the Listing Rules.

Shareholders and potential investors of the Company are advised to exercise caution when dealing in or investing in the shares of the Company.

By order of the Board

CHINA GAS HOLDINGS LIMITED ZHOU Si

Chairman

Hong Kong, 27 July 2017

As of the date of this announcement, Mr. ZHOU Si, Mr. LIU Ming Hui, Mr. HUANG Yong, Mr. ZHU Weiwei, Mr. MA Jinlong and Ms. LI Ching are the executive Directors; Mr. YU Jeong Joon (his alternate being Mr. KIM Yong Joong), Mr. LIU Mingxing, Mr. Arun Kumar MANCHANDA and Mr. JIANG Xinhao are the non-executive Directors; and Mr. ZHAO Yuhua, Dr. MAO Erwan, Ms. WONG Sin Yue Cynthia, Mr. HO Yeung and Ms. CHEN Yanyan are the independent non- executive Directors.

* for identification purpose only