TL Natural Gas : NOTICE OF EXTRAORDINARY GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in TL Natural Gas Holdings Limited, you should at once hand this circular and the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities. Dealings in the securities of the Company may be settled through CCASS and you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser for details of the settlement arrangements and how such arrangements may affect your rights and interests.

TL Natural Gas Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8536)

PROPOSED SHARE CONSOLIDATION

AND CHANGE IN BOARD LOT SIZE

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

The notice convening the EGM of TL Natural Gas Holdings Limited to be held at 4/F, Holiday Inn Guangzhou South Lake, No. 320 Tonghe Road, Baiyun District, Guangzhou, the PRC on Friday, 16 July 2021 at 3:00 p.m. is set out on pages 12 to 13 of this circular. A form of proxy for use at the EGM is sent to you with this circular.

Whether or not you are able to attend the EGM, please complete and sign the enclosed form of proxy for use at the EGM in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the EGM (i.e. not later than 3:00 p.m. on Wednesday, 14 July 2021) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the EGM if they so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

This circular together with the form of proxy will remain on the "Latest Company Announcements" page of the GEM website at www.hkgem.com for at least seven days from the date of its publication and on the Company's website at www.tl-cng.com.

Reference to the time and dates in this circular are to Hong Kong time and dates.

30 June 2021

CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

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	CONTENTS
		Page
CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE . . . . . . . . . . . . . . . .	i
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2.	Proposed Share Consolidation and Change in Board Lot Size . . . . . . .	6
3.	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
4.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
5.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

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EXPECTED TIMETABLE

The expected timetable for the implementation of the proposed Share Consolidation and the Change in Board Lot Size is set out below. The expected timetable is subject to the satisfaction of all the conditions of the Share Consolidation and is therefore for indicative purpose only. Any changes to the expected timetable will be announced in a separate announcement by the Company as and when appropriate. All times and dates in this announcement refer to Hong Kong local times and dates.

Event	Date and time
Latest date and time for lodging transfer documents
in order to qualify for attending
and voting at the EGM . . . . . . . . . . . . . . . . . . . . . . . .	Monday, 12 July 2021, 4:30 p.m.

Closure of register of members for the entitlement to

attend and vote at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 13 July 2021 to Friday, 16 July 2021 (both days inclusive)

Latest date and time for lodging forms

of proxy for the EGM (not less than 48 hours

prior to time of the EGM) . . . . . . . . . . . . . . . . . . . . Wednesday, 14 July 2021, 3:00 p.m.

Expected date and time of the EGM . . . . . . . . . . . . . . . . .	Friday, 16 July 2021, 3:00 p.m.
Announcement of poll results of the EGM . . . . . . . . . . . .	. . . . . . . . Friday, 16 July 2021

The following events are conditional on the fulfilment of the conditions for the

implementation of the Share Consolidation and the Change in Board Lot Size:

Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . Tuesday, 20 July 2021

First day for free exchange of existing share certificates for new share certificates for

Consolidated Shares commences . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 20 July 2021

Commencement of dealings
in the Consolidated Shares . . . . . . . . . . . . . . . . . . . . .	Tuesday, 20 July 2021, 9:00 a.m.

Original counter for trading in the Existing Shares in board lots of 10,000 Existing Shares (in the form

of existing share certificates) temporarily closes . . . . . Tuesday, 20 July 2021, 9:00 a.m.

Temporary counter for trading in Consolidated Shares in board lots of 2,500 Consolidated Shares (in the form

of existing share certificates) opens . . . . . . . . . . . . . . . Tuesday, 20 July 2021, 9:00 a.m.

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EXPECTED TIMETABLE

Original counter for trading in Consolidated Shares in board lots of 5,000 Consolidated Shares

(in the form of new share certificates) re-opens . . . . Tuesday, 3 August 2021, 9:00 a.m.

Designated broker starts to stand in the market
to provide matching services for the sale and
purchase of odd lots of Consolidated Shares	. . . . . . Tuesday, 3 August 2021, 9:00 a.m.
Parallel trading in Consolidated Shares (in the form
of new and existing share certificates) begins	. . . . . Tuesday, 3 August 2021, 9:00 a.m.
Designated broker ceases to stand in the market
to provide matching services for the sale and
purchase of odd lots of Consolidated Shares	. . . . . Monday, 23 August 2021, 4:00 p.m.
Temporary counter for trading in board lots
of 2,500 Consolidated Shares (in the form
of existing share certificates) closes . . . . . . .	. . . . . Monday, 23 August 2021, 4:10 p.m.
Parallel trading in Consolidated Shares (in the form
of new and existing certificates) ends . . . . .	. . . . . Monday, 23 August 2021, 4:10 p.m.
Last day for free exchange of existing
certificates for new certificates for
Consolidated Shares . . . . . . . . . . . . . . . . . . .	. . Wednesday, 25 August 2021, 4:30 p.m.

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