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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. (Stock Code: 603) ANNOUNCEMENT This announcement is made by the Company pursuant to Rule 13.09(2) of the Listing Rules and the Inside Information Provisions under Part XIVA of the SFO. The Board is pleased to announce that on 25 November 2014, CCNG entered into the JV Contract with Panyu Transportation Construction, pursuant to which CCNG and Panyu Transportation Construction agreed to cooperate in the Natural Gas Filling Stations Project, and invest in the establishment of the JV to build and operate natural gas filling stations and sell natural gas, etc. in Panyu District and Nansha District of Guangzhou, Guangdong Province, China. Through the Natural Gas Filling Stations Project, the Group will further develop its domestic gas market, strengthen and expand its market share of domestic gas business. This announcement is made by China Oil And Gas Group Limited (the “Company”, together with its subsidiaries, the “Group”) pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “SFO”). JV CONTRACT The board (the “Board”) of directors (the “Directors”) of the Company is pleased to announce that on 25 November 2014, the Company through its subsidiary, 中油中泰燃氣投資集團有限公司 (China City Natural Gas Co. Limited*) (“CCNG”), entered into a Joint Venture Contract for the establishment of 廣州中油悅和能源有限公司 (Guangzhou China Oil Yuehe Energy Limited*) (the “JV”) with 廣州市番禺交通建設投資 有 限 公 司 (Guangzhou Panyu Transportation Construction Investment Co., Ltd.*) (“Panyu Transportation Construction”), pursuant to which the parties agreed to build and operate natural gas filling stations and sell natural gas, etc. in Panyu District and Nansha District of Guangzhou, Guangdong Province, China. The JV will construct 4 gas filling stations in the first phase, gas supply of which will be approximately 150,000 m3 per day. CCNG will hold 51% equity interest in the JV and the operating period of the JV will be 30 years. - 1 - GENERAL The Group is principally engaged in natural gas investment and energy related business, and has invested and set up 109 gas projects in 14 different provinces and autonomous region in China and holds 62 city-gas exclusive concession rights. In order to combat air pollution and reduce PM2.5 emissions, the People’s Government of Guangzhou actively promotes natural gas as a green, clean, efficient and high-quality energy. As planned, Guangzhou will build 126 liquefied natural gas filling stations up to 2020, of which 23 will be built in Panyu District and Nansha District. It is expected that natural gas consumption will reach about 840 million m3 per annum. Panyu District and Nansha District has a broad natural gas utilization market. Panyu Transportation Construction is a state-owned company approved to establish by the People’s Government of Panyu District, which is mainly responsible for finance, investment, construction, management and asset management of operating transportation construction projects and the supporting facilities. Furthermore, through the cooperation with Panyu Transportation Construction, the Group will further develop its domestic gas market, strengthen and expand its market share of gas business, so as to enhance the Group’s position in the domestic market. The Board considers that the entering into the JV Contract is a major step forward to the gas market in China. By Order of the Board China Oil And Gas Group Limited Chan Yuen Ying, Stella Company Secretary Hong Kong, 25 November 2014 As at the date of this announcement, the Board comprises four executive Directors, namely Mr. Xu Tie-liang (Chairman and Chief Executive Officer), Mr. Zhu Yuan, Ms. Guan Yijun and Mr. Cheung Shing; and three independent non-executive Directors, namely Mr. Li Yunlong, Mr. Shi Xun-zhi and Mr. Wang Guangtian. * for identification purposes only - 2 - .