Tianjin Jinran Public Utilities : MONTHLY UPDATE JOINT ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

天津津燃公用事業股份有限公司	津燃華潤燃氣有限公司
(a company established in the People's Republic of
	JINRAN CHINA RESOURCES GAS CO., LTD*
TIANJIN JINRAN PUBLIC UTILITIES	China with limited liability)
COMPANY LIMITED
(a joint stock limited company incorporated in the People's Republic of
China with limited liability)
(Stock Code：01265)

MONTHLY UPDATE

JOINT ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE

This joint announcement is made by the respective board of directors of Tianjin Jinran Public Utilities Company Limited (the "Company") and 津燃華潤燃氣有限公司 (Jinran China Resources Gas Co., Ltd*) ("Jinran China Resources") pursuant to Rule 3.7 of the Code on Takeovers and Mergers (the "Takeovers

Code"). Unless otherwise specified, capitalised terms used herein shall have the same meanings as defined in the joint announcement dated 8 June 2018 issued by the Company and Jinran China Resources.

References are made to the joint announcements dated 8 June 2018, 8 July 2018, 7 August 2018, 7 September 2018, 8 October 2018, 8 November 2018, 7 December 2018, 9 January 2019, 8 February 2019, 8 March 2019, 8 April 2019, 8 May 2019, 10 June 2019, 10 July 2019, 12 August 2019, 11 September 2019, 14 October 2019, 8 November 2019, 9 December 2019, 8 January 2020, 10 February 2020, 9 March 2020, 8 April 2020, 8 May 2020, 8 June 2020, 9 July 2020, 10 August 2020, 8 September 2020, 9 October 2020,

9 November 2020, 8 December 2020, 8 January 2021, 8 February 2021 and 8 March 2021 issued by the Company and Jinran China Resources in respect of the following entered into between 天津市燃氣集團有 限公司 (Tianjin Gas Group Company Limited*) ("Tianjin Gas") and China Resources Gas (Hong Kong) Investment Limited (1) the joint venture agreement and the supplemental agreement dated 2 November 2011,

in which sets out that Tianjin Gas will gradually transfer all of natural gas related business to Jinran China Resources (the "Overall Transaction"); and (2) the memorandum of understanding dated 7 June 2018, pursuant to which Tianjin Gas shall transfer all of the domestic shares of the Company currently held by Tianjin Gas to Jinran China Resources (the "Possible Transfer") as a part of the Overall Transaction. After a formal agreement being entered into between Tianjin Gas and Jinran China Resources in relation to the Possible Transfer and the satisfaction or waiver (as the case may be) of the condition precedents thereof, Jinran China Resources (or its wholly-owned subsidiary) and the parties acting in concert with it will hold approximately 70.54% of the issued share capital of the Company.

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UPDATE ON THE POSSIBLE TRANSFER

As informed by Jinran China Resources and Tianjin Gas (the "Parties"), the Board hereby informs the latest information to the shareholders of the Company and potential investors that, from 9 March 2021 to the date of this announcement, the Parties have been devising a plan (the "Plan") to complete the remaining valuation works of various assets and construction projects involved in the Overall Transaction which have commenced since 1984 (the "Construction Valuation Works"). As the remaining part of the Construction Valuation Works consists of parts with the longest history and the lapse of time has rendered some information incomplete, Tianjin Gas is still in the process of liaising with the responsible person of the relevant construction projects to consolidate the necessary materials and retrieve the missing information, so as to complete the remaining part of the Construction Valuation Works. Once the Plan has been completed, the Parties will proceed to determine the scope of assets of the Overall Transaction and a new target base date to commence the audit and valuation works for the Overall Transaction (the "Audit and Valuation Works"). In light of the abovementioned development, Jinran China Resources and Tianjin Gas expect that the current milestone targets for the Overall Transaction and Possible Transfer in the following order, are:

1. completion of the final Construction Valuation Works;
2. completion of the Audit and Valuation Works, which is expected to be completed within five to six months after the commencement of the Audit and Valuation Works;
3. completion of the discussion and negotiation on the specific terms of the Overall Transaction, which is expected to be completed in one to two months after the completion of the Audit and Valuation Works; and
4. the obtaining and completion of all necessary approvals, consents and filings and/or registration with the relevant governmental and regulatory authorities in the Mainland China and Hong Kong, which is expected to be completed in two months after the completion of the Audit and Valuation Works.

Since the above milestone targets have to be completed in order, the Parties can only begin to prepare for the Audit and Valuation Works and estimate the possible execution date of the Overall Transaction and Possible Transfer after completing the Construction Valuation Works or confirming the Plan, and determining a new target base date. The possible execution date mentioned in the joint announcements dated 8 March 2019, 8 April 2019, 8 May 2019, 10 June 2019, 10 July 2019 and 12 August 2019 is no longer applicable. As the information is incomplete, the completion date of the Construction Valuation Works cannot be ascertained at this stage. The Parties can only ascertain the completion date after they have come up with a solution to the remaining part of the Construction Valuation Works. Therefore, the possible execution date cannot be estimated at this stage. Although the possible execution date cannot be estimated at this stage because of the abovementioned difficulties and potential change in target base date, the Parties remain fully intended to proceed with the Overall Transactions and Possible Transfer according to the above milestones targets. The Parties shall announce a new possible execution date as soon as practicable. The

Possible Transfer may or may not proceed. Shareholders of the Company and potential investors are advised to exercise caution when dealing in the Shares and/or securities of the Company.

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MONTHLY ANNOUNCEMENT(S)

In compliance with Rule 3.7 of the Takeovers Code, monthly announcement(s) will be issued by the Company and Jinran China Resources setting out the abovementioned progress until the announcement of a firm intention to make an offer under Rule 3.5 of the Takeovers Code or of a decision not to proceed with an offer is made. Further announcement(s) will be made by the Company and Jinran China Resources as and when appropriate and in accordance with the Listing Rules and Takeovers Code (as the case may be).

Shareholders of the Company and/or potential investors should be aware that the mandatory unconditional cash offer for all the issued Shares referred to in this joint announcement may or may not be made. There is no assurance that any discussions and/or agreement would develop, materialise or eventually be consummated in relation to the transactions contemplated under the MOU and/or the Joint Venture Restructuring Agreement. Shareholders of the Company and potential investors are advised to exercise caution when dealing in the Shares and/or securities of the Company. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisors.

By order of the Board	By order of the board of directors
Tianjin Jinran Public Utilities Company Limited	津燃華潤燃氣有限公司
Hou Shuang Jiang	Jinran China Resources Gas Co., Ltd*
Director	Li Jinlu
	Director

• for identification purpose only

Tianjin, PRC, 9 April 2021

As at the date of this joint announcement, the Board comprises three executive Directors, namely Mr. Zhao Wei (Chairman), Ms. Tang Jie and Mr. Sun Liangchuan, three non-executive Directors, namely Mr. Hou Shuang Jiang, Mr. Zhao Heng Hai and Mr. Zhang Jinlin, and three independent non-executive Directors, namely Mr. Zhang Ying Hua, Mr. Yu Jian Jun and Mr. Guo Jia Li.

As at the date of this joint announcement, the board of directors of Jinran China Resources comprises seven directors, namely Mr. Zhang Shunqiang (Chairman), Mr. Li Jinlu (Vice Chairman and General Manager), Ms. Yu Lizhen, Mr. Zhao Heng Hai, Mr. Ma Jilin, Mr. Han Wenchen and Mr. Tian Xin.

The Directors of the Company jointly and severally accept full responsibility for accuracy of the information contained in this joint announcement (other than information relating to Jinran China Resources) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by Jinran China Resources) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

The directors of Jinran China Resources jointly and severally accept full responsibility for accuracy of the information contained in this joint announcement (other than information relating to the Company) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Company) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

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