China Gas : POLL RESULTS OF ANNUAL GENERAL MEETING HELD ON 10 AUGUST 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim 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

中 國 燃 氣 控 股 有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 384)

POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 10 AUGUST 2017

Reference is made to the notice of annual general meeting (the''AGM'') of China Gas Holdings Limited (the''Company'') dated 11 July 2017 (the''AGM Notice'') and the circular of the Company dated 11 July 2017 (the''AGM Circular''). Unless otherwise specified, terms in this announcement shall have the same meanings as those defined in the AGM Circular.

At the AGM of the Company held on 10 August 2017, all the proposed resolutions as set out in the AGM Notice were taken by way of poll. The poll results in respect of the resolutions are as follows:

Ordinary resolutions		Number of votes (Approximate percentage of total number of votes cast)		Total number of votes cast
		For	Against
1.	To receive and approve the audited financial statements and the reports of the directors and of the auditors of the Company for the year ended 31 March 2017	4,177,037,086 (100%)	0 (0%)	4,177,037,086
2.	To declare a final dividend of HK20 cents per share	4,177,339,086 (100%)	0 (0%)	4,177,339,086

Ordinary resolutions				Number of votes (Approximate percentage of total number of votes cast)		Total number of votes cast
				For	Against
3. (a)	i.	To re-elect Mr. LIU Ming Hui as an Executive Director of the Company		4,146,854,597	30,492,489	4,177,347,086
(99.2701%)				(0.7299%)
ii. To re-elect Mr. ZHU Weiwei as an Executive Director of the Company			4,172,526,362	3,822,001	4,176,348,363
			(99.9085%)	(0.0915%)
iii.	To re-elect Mr. MA Jinlong as an Executive Director of the Company		4,159,605,988	16,742,375	4,176,348,363
			(99.5991%)	(0.4009%)
iv.	To re-elect Mr. MANCHANDA as Director of the Company	Arun Kumar a Non-executive	3,751,089,978	426,257,108	4,177,347,086
			(89.7960%)	(10.2040%)
v. To re-elect Mr. JIANG Xinhao as a Non- executive Director of the Company			4,149,037,752	28,309,334	4,177,347,086
			(99.3223%)	(0.6777%)
(b)	To authorise the board of the directors of the			4,100,732,866	3,704,220	4,104,437,086
	Company (the''Board'') to fix the directors'			(99.9098%)	(0.0902%)
	remuneration
4.	To re-appoint the auditors of the Company and			4,176,009,086	1,302,000	4,177,311,086
	to authorise the		Board to	fix the auditors'	(99.9688%)		(0.0312%)
	remuneration
5.	To grant a general mandate to the directors to			4,177,189,086	0	4,177,189,086
	repurchase the shares of the Company (Ordinary			(100%)	(0%)
	resolution numbered 5 of the AGM Notice)
6.	To grant a general mandate to the directors to			1,372,035,598	2,805,311,488	4,177,347,086
	issue and allot		the shares	of the Company	(32.8447%)		(67.1553%)
	(Ordinary resolution numbered 6 of the AGM
	Notice)
7.	To extend a general mandate to the directors to			1,381,329,080	2,796,018,006	4,177,347,086
	issue and allot		the shares	of the Company	(33.0671%)		(66.9329%)
	(Ordinary resolution numbered 7 of the AGM
	Notice)

Ordinary resolutions		Number of votes (Approximate percentage of total number of votes cast)		Total number of votes cast
		For	Against
8.	(a) To approve the employment contract entered into between the Company and Mr. LIU Ming Hui dated 3 July 2017 and to authorise any one of the Directors of the Company to do such acts and things and to sign all documents and to take any steps which in his/her absolute discretion considered to be necessary, desirable or expedient to carry out or give effect to the provisions of the employment contract	1,141,871,151 (35.5178%)	2,073,053,935 (64.4822%)	3,214,925,086
	(b) To approve the employment contract entered into between the Company and Mr. HUANG Yong dated 3 July 2017 and to authorise any one of the Directors of the Company to do such acts and things and to sign all documents and to take any steps which in his/her absolute discretion considered to be necessary, desirable or expedient to carry out or give effect to the provisions of the employment contract	2,018,005,151 (49.3272%)	2,073,053,935 (50.6728%)	4,091,059,086
	(c) To approve the employment contract entered into between the Company and Mr. ZHU Weiwei dated 3 July 2017 and to authorise any one of the Directors of the Company to do such acts and things and to sign all documents and to take any steps which in his/her absolute discretion considered to be necessary, desirable or expedient to carry out or give effect to the provisions of the employment contract	2,098,783,151 (50.3084%)	2,073,053,935 (49.6916%)	4,171,837,086
	(d) To approve the employment contract entered into between the Company and Mr. MA Jinlong dated 3 July 2017 and to authorise any one of the Directors of the Company to do such acts and things and to sign all documents and to take any steps which in his/her absolute discretion considered to be necessary, desirable or expedient to carry out or give effect to the provisions of the employment contract	2,104,283,151 (50.3738%)	2,073,053,935 (49.6262%)	4,177,337,086

Notes:

1. As more than 50% of the votes were cast in favour of each of the above resolutions 1, 2, 3(a)i, 3(a)ii, 3(a)iii, 3(a)iv, 3(a)v, 3(b), 4, 5, 8(c) and 8(d), these resolutions were duly passed as ordinary resolutions of the Company at the AGM. As less than 50% of the votes were cast in favour of each of the above resolutions 6, 7, 8(a) and 8(b), these resolutions were not passed as ordinary resolutions of the Company.

2. As at the date of the AGM, the total number of issued shares of the Company (''Shares'') was 4,968,519,572, which was the total number of Shares entitling the Shareholders to attend and vote on the resolutions.

3. As stated in the AGM Circular, Mr. LIU Ming Hui (''Mr. LIU''), Mr. HUANG Yong (''Mr. HUANG''), Mr. ZHU Weiwei (''Mr. ZHU'') and Mr. MA Jinlong (''Mr. MA''), together with their respective associates were required to abstain from voting at the AGM on the resolutions 8(a), 8(b), 8(c) and 8(d) to approve their respective Employment Contracts and they have abstained from voting in respect of the relevant resolutions in the AGM. As at the date of this announcement, Mr. LIU, Mr. HUANG, Mr. ZHU and Mr. MA and their respective associates were and deemed to be interested in 1,036,544,028, 117,278,000, 7,000,000 and 1,216,000 Shares respectively, representing approximately 20.86%, 2.36%, 0.14% and 0.02% respectively of the entire issued share capital of the Company.

4. No parties had stated their intention in the AGM Circular to vote against any of the resolutions at the AGM.

5. Computershare Hong Kong Investor Services Limited, the branch share registrar of the Company in Hong Kong, was appointed as the scrutineer for the poll at the AGM.

By Order of the Board of

China Gas Holdings Limited ZHOU Si

Chairman

Hong Kong, 10 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