China Gas : VOLUNTARY ANNOUNCEMENT (i) ENTERING INTO STRATEGIC COOPERATION FRAMEWORK AGREEMENT WITH

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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

1. ENTERING INTO STRATEGIC COOPERATION FRAMEWORK AGREEMENT WITH HEBEI NATURAL GAS CO., LTD.*

2. ENTERING INTO STRATEGIC COOPERATION FRAMEWORK AGREEMENT WITH SHANDONG LUXIN INVESTMENT HOLDINGS GROUP CO., LTD.*

This is a voluntary announcement made by China Gas Holdings Limited (the''Company'', and its subsidiaries, the''Group'').

The board of directors (''Board'') of the Company is pleased to announce that the Company has entered into a strategic cooperation framework agreement with Hebei Natural Gas Co., Ltd.* (河北省天 然氣有限責任公司,''Hebei Natural Gas'') on 8 August 2017 (the''Hebei Strategic Cooperation

Framework Agreement'') and a strategic cooperation framework agreement with Shandong Luxin Investment Holdings Group Co., Ltd.* (山東省魯信投資控股集團有限公司,''Shandong Luxin

Investment'') on 15 August 2017 (the''Shandong Strategic Cooperation Framework Agreement'').

1. HEBEI STRATEGIC COOPERATION FRAMEWORK AGREEMENT

   On 8 August 2017, the Company entered into the Hebei Strategic Cooperation Framework Agreement with Hebei Natural Gas, pursuant to which, the Company and Hebei Natural Gas will establish a long-term strategic partnership to put their respective advantages into full play and consolidate natural gas resources within and outside Hebei Province in order to make positive

   contribution to the development of natural gas market in Hebei Province and the ''gas for coal replacement''(煤改氣) as well as to realize the strategic goals of resources sharing and joint

   development.

   Pursuant to the Hebei Strategic Cooperation Framework Agreement, both parties agreed to cooperate in the following areas:

2. Upstream cooperation

   Both parties will jointly strive to consolidate and introduce the piped natural gas sources surrounding Hebei and the liquefied natural gas resources in the surrounding terminals via various means such as cross-region connection of long distance pipelines and equity cooperation, so as to secure more abundant natural gas for Hebei Province.

3. Development of downstream market

   Through deepening and enhancing the cooperation on city natural gas projects within Hebei Province, the Company will expand its development of the downstream natural gas market to continuously increase natural gas sales, while Hebei Natural Gas will proactively facilitate the cooperation between some of its city gas projects within Hebei Province and the Company to jointly speed up the development of city natural gas projects by means of equity consolidation and complementary management.

4. Joint development of ''gas for coal replacement''projects in villages

   Both parties will proactively facilitate the ''gas for coal replacement''market in villages within the regions covered by Hebei Natural Gas's pipelines. The Company will be mainly responsible for the development, establishment and operation of downstream market, while Hebei Natural Gas will be responsible for upstream gas supply.

5. Gas-fired power plants, distributed energy and contracted energy management

6. Both parties mutually complement each other with their advantages in terms of coal-fired power plant modification projects, newly established natural gas power plant projects and natural gas distributed energy projects in Hebei Province, while expanding market cooperation. Both parties will, through contracted energy management, proactively participate in coal-fired heat supply stations modification, coal boilers modification and centralized heat supply modification projects.

   Hebei Natural Gas is a large stated-owned enterprise at provincial level invested and established by Hebei Construction & Investment Group Co., Ltd.* (河北建設投資集團有限責 任公司) upon the approval of the People's Government of Hebei Province.

   Currently, Hebei Natural Gas has established long distance natural gas pipelines of about 850 kilometres and city pipelines network of over 1,570 kilometres. Various operating long distance natural gas pipelines, such as Jinghan line, Gaoqing line, 10 Middle Hebei county line and Shijiazhuang thermal power line, supply natural gas to over 50 cities (counties) in eight prefecture-level cities, namely Shijiazhuang, Baoding, Xingtai, Handan, Chengde, Hengshui, Cangzhou and Tangshan.

   Hebei Natural Gas owns a comprehensively deployed natural gas supply network and abundant upstream resources in Hebei Province, while the Group has presence in numerous city gas, distributed energy, natural gas power generation and contracted energy management markets in Hebei Province and Beijing, Tianjian, Shandong Province and Shanxi Province nearby. Both parties have therefore established their respective advantages in terms of natural gas upstream resources supply, long distance pipelines operation and downstream market. The Group considers that the Hebei Strategic Cooperation Framework Agreement will realize complementary advantages of both parties for the joint promotion of economic development of Hebei Province, improvement of air quality in Hebei and securing natural gas supply, as well as establishment of closer upstream and downstream cooperation. The Group believes that there is a significant development potential in the natural gas market in Hebei Province, China. Through the cooperation under the Hebei Strategic Cooperation Framework Agreement, both parties will be able to build strategic partnership to achieve sustainable development and maximize their corporate and social benefits through integrating the advantages and resources of one another and accelerating natural gas market expansion within the region and project construction.

7. SHANDONG STRATEGIC COOPERATION FRAMEWORK AGREEMENT

8. On 15 August 2017, the Company and Shandong Luxin Investment entered into the Shandong Strategic Cooperation Framework Agreement, pursuant to which, both parties will, based in Shandong region, commence extensive cooperation on piped natural gas transportation, natural gas sales, natural gas power generation, distributed energy and other new energy businesses within the

   region, so as to realize and complete the vision of ''gasification in Shandong''(氣化山東) of

   Shandong provincial government.

   Pursuant to the Shandong Strategic Cooperation Framework Agreement, both parties agreed to cooperate in the following areas: (i) Shandong Luxin Investment will introduce the Company as a

   strategic investor of Shandong Petroleum and Natural Gas Company Limited* (山東石油天然氣股

   份有限公司,''Shandong Petroleum and Natural Gas'') and the Company will participate in the

   operation and decision making of Shandong Petroleum and Natural Gas; (ii) the Company will make suggestions on the assets re-organization and professional management of Shandong Luxin Investment's energy segment, optimize and establish a new organizational structure for subsequent business development; and (iii) by putting their respective advantages into full play, Shandong Luxin Investment will contribute natural gas resources in Shandong Province and ample capital, while the Company will contribute technology, management and industry deployment in natural gas and new energy business sectors, so as to jointly develop natural gas and relevant new energy businesses in Shandong Province.

   The shareholders of Shandong Luxin Investment are Shandong Provincial People's Government- owned Assets Supervision and Administration Commission and Shandong Provincial Council for Social Security Fund. As an important investment and financing vehicle as well as an asset management platform of Shandong, the scope of operation of Shandong Luxin Investment covers various sectors such as capital operation, assets management, external investment as well as

   investment and operation of infrastructure facilities and strategic emerging industries. Shandong Luxin Investment owns large-scale piped natural gas network and city gas projects in Shandong Province.

   The Group believes that there is a significant development potential in the natural gas market in Shandong Province, China. Through the cooperation under the Shandong Strategic Cooperation Framework Agreement, both parties will be able to build strategic partnership to achieve sustainable development and maximize their corporate and social benefits through integrating the advantages and resources of one another and accelerating natural gas market expansion and project construction.

   By order of the Board

   China Gas Holdings Limited ZHOU Si

   Chairman

   Hong Kong, 17 August 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