Relationship with Our Controlling Shareholders

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

OUR CONTROLLING SHAREHOLDERS

Immediately following completion of the [REDACTED], and without taking into account of any A1A47(2) Shares which may be allotted and issued pursuant to the exercise of the [REDACTED] and any options A1A27A which may be granted under the Share Option Scheme, Golden Truth will directly hold approximately [REDACTED]% of the issued share capital of our Company. Golden Truth is wholly owned by Mr. Zhao, being one of our founders, an executive Director and the Chairman. For the purpose of the Listing Rules, Golden Truth and Mr. Zhao are the Controlling Shareholders of our Company as at the Latest Practicable Date.

Our Controlling Shareholders and Directors confirm that save as disclosed in this section, none LR8.10(1)(a)(i) LR8.10(1)(a)(ii) of them or their respective close associates has any interest in a business, apart from the business of LR8.10(2)(a) LR8.10(1)(a)(iv) our Group, which competes or is likely to compete, directly or indirectly, with our business, which would require disclosure under Rule 8.10 of the Listing Rules.

DELINEATION OF BUSINESSES AND COMPETITION

Business of our Group

As at the Latest Practicable Date, our Group’s business activities include the sales of natural gas in the form of CNG and LNG to vehicular end-users by operating CNG stations, LNG stations and mixed fuel station which sells CNG and LNG, i.e. Gas Refuelling Business, in Jilin and Heilongjiang Provinces. Prior to the Reorganisation, our Group’s Gas Refuelling Business was developed under Changchun Yitonghe and most of our Group’s Gas Refuelling Business was operated by our PRC Operating Subsidiaries which were then owned or controlled by Changchun Yitonghe (except Changchun Sinogas which was wholly owned by China Source BVI immediately before the Reorganisation).

Business of United Strength Investment Group

As at the Latest Practicable Date, United Strength Investment was owned as to 74%, 15%, 10% and 1% by Mr. Zhao, Ms. Xu, Mr. Liu and Mr. QG Wang, respectively. Mr. Zhao had been a director of United Strength Investment up to 17 March 2017. The United Strength Investment Group has been principally engaged in the storage, processing and wholesale of oil and petroleum, the Petroleum Refuelling Business and investment business. During the Track Record Period:

(a) Shenyang United Strength Investment Management Company Limited (瀋陽眾誠投資管理有限公司)(“Shenyang United Strength”), a company owned as to 26.7% by United Strength Investment, and Mr. Zhao and Mr. Liu (both being our executive Directors) are directors of Shenyang United Strength, had, under agreements signed with Independent Third Parties, being entrusted with the operation and management of Petroleum Refuelling Business and/or Gas Refuelling Business at two refuelling stations. To avoid possible confusion and potential competition, Shenyang United Strength ceased operation of both refuelling stations on 30 November 2016;

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

(b) Changchun Longxing Liquefied Gas Company Limited (長春隆興液化氣有限公司), a company owned as to 99% by United Strength Investment, and Mr. Zhao and Mr. Liu (both being our executive Directors) are directors of Changchun Longxing Liquefied Gas Company Limited, had supplied LPG to our Group for our Gas Refuelling Business. During the Track Record Period and up to the Latest Practicable Date, it has been principally engaged in the business of manufacturing and supply of gas (not for automobiles), and it has not engaged in the Gas Refuelling Business. The permitted business scope of Changchun Longxing Liquefied Gas Company Limited will not include Gas Refuelling Business and our Controlling Shareholders have given non-competition undertakings in favour of our Group.

Save and except disclosed above, during the Track Record Period and as at the Latest Practicable Date, United Strength Investment Group did not engage in the Gas Refuelling Business.

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

Business of Yitonghe Group

As at the Latest Practicable Date, Changchun Yitonghe was owned as to 74%, 15%, 10% and 1% by Mr. Zhao, Ms. Xu, Mr. Liu and Mr. QG Wang, respectively. Mr. Zhao and Mr. QG Wang had been directors of Changchun Yitonghe up to 17 March 2017. Save as disclosed below, Yitonghe Group is principally engaged in the Petroleum Refuelling Business, sales of petroleum products and other petroleum-related businesses. During the Reorganisation, majority of our PRC Operating Subsidiaries (including Jilin Clean Energy (as to 51% of its equity interest then owned by Changchun Yitonghe), Wuchang Gas, Hengtai Energy, Jilin Dongkun Gas, Jixi United Strength (indirect wholly owned by Changchun Yitonghe through HLJ Shengshi Energy prior to the Reorganisation) and Longjing United Strength which owned Yanbian United Strength (as to 60% equity interest) and YB Linyuan Natural Gas,) engaging in the Gas Refuelling Business, together with the refuelling stations registered under such subsidiaries, were transferred by Changchun Yitonghe to our Group.

Immediately before the Reorganisation, our Director and/or our Controlling Shareholders and their close associates had interest (having such meaning ascribed in the notes to Rule 8.10(1) and (2) of the Listing Rules) in several companies and businesses (through the interest in Changchun Yitonghe or China Source BVI) relating to our Group’s business, i.e. the Gas Refuelling Business, or gas-related businesses. These include:

(a) Companies and refuelling stations which were permitted to engage and/or had previously engaged in the Gas Refuelling Business

The following include companies and refuelling stations whose permitted scope of business included and/or had previously engaged in the Gas Refuelling Business, but has ceased to operate the Gas Refuelling Business or has terminated its operation entirely. To avoid possible confusion and potential competition between their businesses and that of our Group, either (i) the respective permitted scope of business of these entities were changed to remove the engagement in the Gas Refuelling Business or (ii) these entities were deregistered. The name, particulars of ownership, previous operation and current status and particulars or mode of exclusion of each of the relevant companies and refuelling stations are set out below:

Directorship held by our Director and/or the relevant Controlling Name of company/ Owned and Shareholders and Previous operation Particulars or refuelling station operated/owned by their close associates and current status Reasons for exclusion mode of exclusion

(i) Changchun Yitonghe Registered under Mr. Zhao: a director of Previously engaged in As a result of the The permitted scope of Petroleum Distribution Changchun Yitonghe Changchun Yitonghe the Gas Refuelling relevant PRC business of the Company Limited until 17 March 2017 Business from January regulations became more refuelling station was United Strength Chain Mr. QG Wang: a 2014 to August 2015; stringent regarding the approved on 2 Lingdong Refuelling director of Changchun currently engaged in the licensing and operation December 2016 to Station (長春伊通河石油 Yitonghe until 17 March operation of petroleum of Gas Refuelling remove the engagement 經銷有限公司眾誠連鎖 2017 related business. Business in such station, of the Gas Refuelling 嶺東加油站)(“Yitonghe the Gas Refuelling Business. Lingdong Station”) Business has ceased since August 2015.

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

(ii) Changchun Yitonghe Registered under Mr. Zhao: a director of Previously engaged in As a result of the The registration of the Petroleum Distribution Changchun Yitonghe Changchun Yitonghe the Gas Refuelling change in urban refuelling station was Company Limited until 17 March 2017 Business from December planning by the cancelled on 14 United Strength Chain Mr. QG Wang: a 2008 to December 2013. governmental November 2016. Jiaodian Refuelling director of Changchun The station was authorities, the Station (長春伊通河石油 Yitonghe until 17 March demolished and ceased refuelling station has 經銷有限公司眾誠連鎖 2017 operation in December been demolished for 交電加油站) 2013. road-widen works.

(iii) Changchun Yitonghe Registered under Mr. Zhao: a director of Previously engaged in As the landlord did not The permitted scope of Petroleum Distribution Changchun Yitonghe Changchun Yitonghe the Gas Refuelling renew the rental business of the Company Limited until 17 March 2017 Business from arrangement for the land refuelling station was United Strength Chain Mr. QG Wang: a September 2004 to on which the station approved on 27 Lvbao Refuelling director of Changchun September 2012. The now located, the February 2017 to Station (長春伊通河石油 Yitonghe until 17 March station was demolished refuelling station has remove the Gas 經銷有限公司眾誠連鎖 2017 and ceased operation in been demolished and Refuelling Business. 綠保加油站) September 2012. has ceased operation.

(iv) Changchun Yitonghe Registered under Mr. Zhao: a director of (note 1) The refuelling station The registration of the Petroleum Distribution Changchun Yitonghe Changchun Yitonghe under the name of refuelling station was Company Limited until 17 March 2017 Yitonghe Benchi Station cancelled on 25 United Strength Chain Mr. QG Wang: a has ceased operation November 2016. Benchi Refuelling director of Changchun and it was deregistered. Station (長春伊通河石油 Yitonghe until 17 March However, the station is 經銷有限公司眾誠連鎖 2017 currently in operation 奔馳加油站)(“Yitonghe under our Group. Benchi Station”)

(v) Linjiang City United Wholly-owned by Mr. Zhao: a director Business has not yet Business has not been The company was Strength Energy Changchun Yitonghe until the deregistration commenced, and commenced. deregistered on 12 Development Company of the company licences and/or January 2017. Limited (臨江市眾誠能 approvals for the 源發展有限公司) operation of the Gas Refuelling Business has not been obtained. According to its business licence, it is permitted to engage in the Gas Refuelling Business.

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

(vi) Changchun Yitonghe Registered under Mr. Zhao: a director of Previously engaged in The refuelling station (note 2) Petroleum Distribution Changchun Yitonghe Changchun Yitonghe the Gas Refuelling has been demolished Company Limited until 17 March 2017 Business from July 2009 and has ceased United Strength Chain Mr. QG Wang: a to August 2013. operation. Jiatai Gas Refuelling director of Changchun Station (長春伊通河石油 Yitonghe until 17 March 經銷有限公司眾誠連鎖 2017 嘉泰加氣站)(“Yitonghe Jiatai Gas Refuelling Station”)

Notes:

1. From January 2014 to June 2016, Changchun Yitonghe entrusted our Group (through Longjing United Strength) with the right to operate and manage the Gas Refuelling Business at the refuelling station. Since July 2016, the refuelling station has been directly operated by Jilin Clean Energy. As at the Latest Practicable Date, the refuelling station was registered under Jilin Chinese Petroleum Clean Energy Environmental Protection Company Limited Changchun Benchi Gas Refuelling Station (吉林中油潔能環保有限責任公司長春奔馳加氣站).

2. As a result of the change of permitted usage of land by the governmental authorities, Yitonghe Jiatai Gas Refuelling Station has been demolished and has ceased operation. Yitonghe Group is in the course of negotiation with the relevant governmental authorities for proposed compensation to be made by the government. It is currently the intention of our Group and Yitonghe Group that application for deregistration of Yitonghe Jiatai Gas Refuelling Station will be proceeded after compensation (if any) is received. To protect our Group’s interest, our Controlling Shareholders have executed the Deed of Non-competition in favour of our Group, pursuant to which our Controlling Shareholders have warranted, represented and undertaken to our Company that Yitonghe Jiatai Gas Refuelling Station had ceased operation, and that it would not be engaged in the Gas Refuelling Business or any other business activities. For details of the Deed of Non-competition, please refer to the paragraph headed “Competition and conflict of interests — Undertakings given by Controlling Shareholders” in this section.

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

(b) Companies not permitted to engage in the Gas Refuelling Business but are/were engaged in gas-related business

The following include companies whose permitted scope of business do not include and/or have not engaged in the Gas Refuelling Business but are/were engaged in gas-related business. Our Directors consider that it is not in the best interest of our Shareholders if our Group allocates resources, management effort and expertise on activities outside the core business of our Group. As such, in order for our Group to focus on the Gas Refuelling Business, such companies will not be LR8.10(1)(a)(iv) included in our Group for the purpose of the [REDACTED]. To avoid future potential competition between the businesses of these entities and that of our Group, either (i) these entities were deregistered, (ii) the respective permitted scope of business of these entities will not be changed to include the engagement of Gas Refuelling Business, or (iii) the respective permitted scope of business of these entities were changed to avoid any confusion or indication that such entities are permitted to engage in Gas Refuelling Business. Further, our Controlling Shareholders have executed the Deed of Non-competition, pursuant to which our Controlling Shareholders have given non-competition undertakings that these entities or such other entities under their control will not be engaged in the Gas Refuelling Business. The name, particulars of ownership, principal businesses and particulars or mode of exclusion of each of the relevant companies are set out below:

Directorship held by our Director and/or the relevant Controlling Established/owned Shareholders and Particulars or Name of company and operated by their close associates Principal business mode of exclusion

(i) Jilin Chinese Wholly owned by — Principally engaged The permitted Petroleum Clean Changchun United in the business of business scope will Energy Storage and Strength Gas Storage manufacturing and not include Gas Transportation and Transportation supply of gas (not Refuelling Business Company Limited Company (長春眾誠 for automobiles), and our Controlling (吉林中油潔能儲運有燃氣儲運有限公司) storage. It has not Shareholders have 限公司)(“Jilin (a company owned as engaged in the Gas given Storage and to 42.5% by Refuelling Business. non-competition Transportation”) Changchun Yitonghe) undertakings in (ii) Jilin Province Owned as to 97.87% Mr. Zhao: a director of Engaged in the favour of our Group. Songyuan by Changchun Changchun Yitonghe business of, among Petrochemical Yitonghe until 17 March 2017 others, the Company Limited Mr. QG Wang: a production and sale (吉林省松原石油化工 director of Changchun of liquefied 股份有限公司) Yitonghe until 17 petroleum gas for March 2017 industrial use.

Changchun Sinogas Company, Ltd. Nong’an Mother Station Branch Company (長春中油潔能燃氣有限公司農安母站分公司), i.e. Nong’an Mother Station, had been a branch company of Changchun Sinogas up to its deregistration on 6 March 2017. Prior to such deregistration, Nong’an Mother Station had been operated and managed by Changchun Yitonghe to engage in processing and handling of natural gas, it had not engaged in the Gas Refuelling Business. In December 2016, assets (including production facility, property, machinery, equipment and vehicles) in relation to Nong’an Mother Station’s business were sold to various Independent Third Parties. For further details, please refer to the section headed “History, reorganisation and development — Change in registered or issued capital and/or equity holders of members of our Group — Disposals during the Track Record Period and up to the Latest Practicable Date”.

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

(c) Mixed Refuelling Stations in operation (Yitonghe Entrusted Refuelling Stations and Group Entrusted Refuelling Stations)

As at the Latest Practicable Date, Changchun Yitonghe owned and operated five Mixed Refuelling Stations, whereby both Gas Refuelling Business and Petroleum Refuelling Business have been conducted at the same location; and our Group owned and operated two Mixed Refuelling Stations. To avoid future potential competition between our Group and the Yitonghe Group and allow our Group to focus on the Gas Refuelling Business:

(i) during the period from October 2013 to May 2015, Changchun Yitonghe entered into seven separate entrustment agreements to entrust our Group (through Longjing United Strength) with the right to operate and manage the Gas Refuelling Business at the seven Mixed Refuelling Stations (“Yitonghe Entrusted Refuelling Stations”), respectively, while Changchun Yitonghe continued to operate and manage the Petroleum Refuelling Business at such Mixed Refuelling Stations. As at the Latest Practicable Date, among the seven Yitonghe Entrusted Refuelling Stations, a station (the Yitonghe Lingdong Station) has ceased to engage in the Gas Refuelling Business and another station (the Yitonghe Benchi Station) was deregistered;

(ii) on 31 October 2013 and 1 April 2015, each of Longjing United Strength and Hengtai Energy separately entered into an entrustment agreement to entrust Changchun Yitonghe with the right to operate and manage the Petroleum Refuelling Business at the two Mixed Refuelling Stations (“Group Entrusted Refuelling Stations”), respectively, while our Group continued to operate and management the Gas Refuelling Business at such Mixed Refuelling Stations.

In view of the [REDACTED] of our Company and to replace the then existing individual entrustment agreements, the Gas Business Entrustment Agreement and the Petroleum Business Entrustment Agreement [have been] entered into, pursuant to which: (aa) Changchun Yitonghe (as entrusting party) and Changchun Sinogas (as operating party) entered into the Gas Business Entrustment Agreement in relation to the entrustment of the Gas Refuelling Business to our Group at the Yitonghe Entrusted Refuelling Stations; and (bb) Longjing United Strength and Hengtai Energy (as entrusting parties) and Changchun Yitonghe (as operating party) entered into the Petroleum Business Entrustment Agreement in relation to the entrustment of the Petroleum Refuelling Business to Changchun Yitonghe at the Group Entrusted Refuelling Stations.

In addition to the entrustment arrangements, under the Gas Business Entrustment Agreement, Changchun Yitonghe (as option grantor and potential seller) granted Changchun Sinogas (for itself and on behalf of other members of our Group) (as the option grantee and potential purchaser) an option to purchase the Gas Refuelling Business of the Yitonghe Entrusted Refuelling Stations, and the assets, property, land (if such property and/or land are so owned by Changchun Yitonghe) and equipment related to its operation. The exercise of the option is conditional upon the applicable laws, regulations and/or policies of the governmental authorities or public agencies of the PRC allowing the operation of the Gas Refuelling Business at the Yitonghe Entrusted Refuelling Stations be conveniently separated from the operation of the Petroleum Refuelling Business at such stations and transferred to Changchun Sinogas (or the purchaser nominated by it), including the separation of licence, permits

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS and approval documents, assets, property, land and equipment for operating the Gas Refuelling Business, without causing any material adverse effect to the daily operation of Changchun Yitonghe or the potential purchaser. The option is exercisable within one year from the date of permission under PRC legal requirements as stated above.

For details of the Gas Business Entrustment Agreement and the Petroleum Business Entrustment Agreement, please refer to the section headed “Connected transactions — Exempted continuing connected transactions” in this document.

(d) Companies that own Mixed Refuelling Stations not yet put into operation

The permitted scope of business of the following companies (“Mixed Business Companies”) include the mixture of Gas Refuelling Business and Petroleum Refuelling Business in Mixed Refuelling Stations. The refuelling stations of such companies are still in construction and/or not yet put into operation. As the applications for construction and operation of the Mixed Refuelling Stations were made and approved on the basis that the business of distribution of gas and petroleum would be mixed and consolidated under a single station at the same location, separation or segregation of the mixed business as is unduly burdensome. As a result, such companies are not included in our Group for the [REDACTED] since they are also engaged in the Petroleum Refuelling Business not being the principal business of our Group. In order to protect the interest of our Group, the Controlling Shareholders have executed the Deed of Non-competition, pursuant to which:

(i) our Controlling Shareholders have undertaken that, where the Mixed Business Companies (or any of them) have obtained separate and respective licences for the Gas Refuelling Business and Petroleum Refuelling Business, if permissible under PRC legal and policy requirements, they will procure that the licences for the Gas Refuelling Business and the licences for the Petroleum Refuelling Business be separately held by different entities, and that the entity (to the extent of the interest directly or indirectly owned by Changchun Yitonghe) which holds the licences for the Gas Refuelling Business be transferred to our Group at cost or such lowest possible consideration as allowed under the applicable PRC laws and regulations; and

(ii) our Controlling Shareholders granted an option to our Group, that where the separate entities arrangement as outlined in paragraph (i) above is not legally permissible, either (aa) our Group shall be entitled to acquire the Mixed Business Companies (to the extent of the interest directly or indirectly owned by Changchun Yitonghe), and in return our Group shall enter into an entrustment agreement with our Controlling Shareholders (or the nominee(s)) to entrust them with the right to operate and manage business activities unrelated to and not constituting the Gas Refuelling Business; or (bb) our Group shall be entrusted the right to exercise the exclusive operation right to engage in the Gas Refuelling Business then engaged by the Mixed Business Companies at the Mixed Refuelling Stations.

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The name, particulars of ownership, principal businesses and particulars or mode of exclusion of each of the Mixed Business Companies are set out below:

Directorship held by our Directors and/or the relevant Controlling Name of Mixed Established/owned Shareholders and Particulars or mode Business Company and operated by their close associates Principal business of exclusion

(i) Jilin Haotuo Wholly owned by Mr. Liu: a director Include both Gas Our Controlling Changchun Yitonghe Refuelling Business Shareholders will and Petroleum give undertaking as Refuelling Business, stated above. currently preparing to construct two Mixed Refuelling Stations. (ii) HEB Shengshi Indirectly owned as — Permitted scope of Energy to 90% by business included Changchun Yitonghe construction and operation of Mixed Refuelling Station, currently has not commenced business.

Delineation of Business

Our Directors are of the view that, for the reasons set forth below, there is clear delineation of LR8.10(1)(a)(iii) LR8.10(2)(a) business between our Group and Changchun Yitonghe Group.

Customers, Products and Market Separation

As at the Latest Practicable Date, our Group focused on Gas Refuelling Business and Yitonghe Group focused on Petroleum Refuelling Business, respectively. Differing from the traditional petroleum used by vehicles with gasoline-powered engines, CNG and LPG run with CNG-combusted and LPG-combusted engines, respectively. In respect of the supply and costs mechanism, energy efficiency of gas engines and environmental-friendliness, the market of the distribution of CNG/LPG and that of petroleum/oil are different. Vehicles with gasoline-powered engines can only be fuelled by petroleum or oil; while vehicles with LPG or natural gas engines can only be fuelled by gas; and they are not replaceable with each other. Vehicle end-users will also have to bear additional costs for converting gasoline-powered engines to LPG or natural gas engines or bi-fuel engines. It is therefore unlikely that Yitonghe Group could feasibly compete with us or solicit our customer base, being mostly vehicle end-users with vehicles running on CNG/LPG.

Directors’ View on Non-Competition

In light of the foregoing factors, and (i) the steps taken under the Reorganisation to exclude entities with potential future competition between the businesses of Yitonghe Group and that of our

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Group and (ii) the Deed of Non-competition given by the Controlling Shareholders in favour of our Company, our Directors are of the view that there is no or minimal competition between our Group and Yitonghe Group, and that there is clear delineation of businesses between our principal business and the business of Yitonghe Group.

INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS

Save as disclosed in this section and the section headed “Connected transactions” in this LR8.10(1)(a)(iii) LR8.10(2)(a) document, our Directors do not expect that there will be any other significant transactions between our A1A27A Group and our Controlling Shareholders upon or shortly after the [REDACTED]. Our Group is capable of carrying on our business independently from and does not place undue reliance on our Controlling Shareholders, taking into consideration the following factors:

Management independence

Our Board comprises four executive Directors and three INEDs. Mr. Zhao, one of our executive Directors, is one of such Controlling Shareholders.

Each of our Directors is aware of his/her fiduciary duties as a Director, which require (among other things) that he/she acts for the benefit and in the best interests of our Company and does not allow any conflict between his/her duties as a Director and his/her personal interest. If there is a potential conflict of interest arising out of any transaction to be entered into between our Group and our Directors or their respective close associates, the interested Director(s) shall abstain from voting at the relevant board meetings of our Company in respect of such transactions and shall not be counted in the quorum.

Apart from our executive Directors who oversee the daily operations of our Group, we have an independent management team to carry out the business decisions of our Group and to perform all essential management functions without unduly requiring the support of our Controlling Shareholders. Our INEDs have sufficient and competent industry knowledge and experience, and will bring independent judgment to the decision making process of our Board, taking into account the advice of the senior management of our Group.

Our Directors are satisfied that our senior management team is able to perform their roles in our Company independently, and our Directors are of the view that we are capable of managing our business independently from our Controlling Shareholders after the [REDACTED].

Business independence

During the Track Record Period, Changchun Longxing Liquefied Gas Company Limited (長春隆興液化氣有限公司) (a 99%-owned subsidiary of United Strength Investment) and Jilin Storage and Transportation supplied LPG to our Group for our Gas Refuelling Business. As at 1 March 2017, we ceased to procure LPG from such companies and instead source from suppliers which are Independent Third Parties. During the Track Record Period, some of our CNG suppliers are under common control of the same holding company of Jilin Petroleum (a substantial shareholder of Jilin Clean Energy) include (i) PetroChina Kunlun Gas Co., Ltd. Jilin City Changyi District Branch Company (中石油昆

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侖燃氣有限公司吉林市昌邑區分公司), a branch company of PetroChina Kunlun Gas Co., Ltd. (中石油昆侖燃氣有限公司)(“PetroChina Kunlun”), which is an indirect wholly owned subsidiary of PetroChina Natural Gas; (ii) PetroChina Company Limited Liaohe Oilfield Branch Company (中國石油天然氣股份有限公司遼河油田分公司), a branch company of PetroChina Natural Gas; (iii) Harebin PetroChina Kunlun Vehicle Gas Company Limited (哈爾濱中石油昆侖車用天然氣有限公司), a subsidiary of PetroChina Kunlun; and (iv) China Petroleum Transportation Company Limited Jinzhou Branch Company (中國石油天然氣運輸公司錦州分公司), a branch company of China Petroleum Transportation Company Limited (中國石油天然氣運輸公司). For the three years ended 31 December 2014, 2015 and 2016, the total procurement cost incurred with such CNG suppliers were approximately RMB30,000, RMB1.0 million and RMB9.4 million, respectively. As at the Latest Practicable Date, we have ceased to procure CNG from the above companies and instead source from suppliers which are Independent Third Parties. During the Track Record Period, China Petroleum Transportation Company Limited Northeastern Gas Transportation Branch Company (中國石油天然氣運輸東北燃氣運輸分公司), a branch company of China Petroleum Transportation Company Limited, also provided fuel transportation services to us. For the three years ended 31 December 2014, 2015 and 2016, the total transportation services fees paid by us to such company were approximately RMB0.4 million, RMB0.07 million and nil, respectively. For the year ended 31 December 2016, we had also supplied a trivial amount of CNG to a member of the PetroChina group.

Save as disclosed above and for the related party transactions disclosed in note 25 of the accountants’ report set out in Appendix I to this document and the connected transactions disclosed in the section headed “Connected Transactions” in this document, there were no material business dealings between our Group and the Controlling Shareholders during the Track Record Period.

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

Save and except the entrustment arrangements as disclosed above and Mixed Refuelling Stations whereby Gas Refuelling Business and Petroleum Refuelling Business were operated next to each other on the same property and/or land, during the Track Record Period and up to the Latest Practicable Date, our Group and our Controlling Shareholders did not have any overlapping facilities or resources. Save as disclosed in the section headed “Business — Raw materials and our suppliers”, neither our Controlling Shareholders nor any of their respective close associates is a supplier or an intermediary for our Group’s supplies. We have independent access to our customers. Our Directors believe that our Group has not unduly relied on our Controlling Shareholders or their respective close associates to carry on its business during the Track Record Period.

Financial independence

During the Track Record Period, we principally financed our operations through a combination of paid-in capital and retained earnings. Save as disclosed below, we have not obtained borrowings from our Controlling Shareholders and their respective close associates. As at the year-end during the Track Record Period:

(a) approximately RMB9.2 million, RMB1.6 million and RMB5.8 million were respectively due from us to our Controlling Shareholders and their respective close associates, in respect of which no interest was carried. Such amounts owing to them represented (i) the operating results of the Group Entrusted Refuelling stations; (ii) advances from HEB Shengshi Energy to our Group; and (iii) costs incurred in connection with the proposed [REDACTED] paid by Mr. Zhao for our Group;

(b) there were outstanding loans of approximately RMB48.8 million, RMB20 million and RMB15 million; for the loan outstanding as at 31 December 2014, a loan of RMB30 million was secured by guarantee provided by Changchun Yitonghe and share pledge of the entire equity interest in Longjing United Strength by Changchun Yitonghe; for the loan outstanding as at 31 December 2015, it was secured by guarantee provided by Changchun Yitonghe; for the loan outstanding as at 31 December 2015, it was secured by guarantee provided by Changchun Yitonghe and Mr. Zhao; as at the Latest Practicable Date, all of the above loans have been repaid, and the relevant securities have been released or discharged. We did not have any loans or borrowings as at the Latest Practicable Date, and no guarantees or securities were provided by our Controlling Shareholders or their respective associates.

Upon [REDACTED], all loans, advances and balances due to and from our Controlling Shareholders and their respective close associates will be fully settled.

Save as disclosed above, our source of funding is independent from our Controlling Shareholders and none of our Controlling Shareholders or their respective close associates financed our operations during the Track Record Period.

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

During the Track Record Period and up to the Latest Practicable Date, we had independent financial and accounting and internal control systems, independent treasury function for receiving cash and making payments and we had independent access to third party financing. Our Group is capable of making financial decisions according to our own business needs. Our Directors also believe that we are able to obtain financing independent from our Controlling Shareholders and their respective close associates.

Save as aforesaid, our Group does not rely on our Controlling Shareholders and/or their respective close associates by virtue of their provision of financial assistance.

Operational independence

Our Group has our own management team to carry out our business and operations, including business development, marketing and sales operations, which will operate separately and independently from our Controlling Shareholders. Such management team comprises managers who have considerable experience in the Gas Refuelling Business. Our Group does not rely on referral of business opportunities from the Controlling Shareholders, and the management team of our Group will be able to seek business opportunities for our Group. Our Group is able to continue to operate independently from our Controlling Shareholders.

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

COMPETITION AND CONFLICT OF INTERESTS

Undertakings given by Controlling Shareholders LR8.10(1)(a)(ii) LR8.10(2)(a)

Each of our Controlling Shareholders has confirmed that currently he/she/it and/or his/her/its close associates is/are neither engaged, nor interested in, and has undertaken to us that subject to certain exceptions as set out below, he/she/it shall not and shall procure that his/her/its close associates at any time during the Relevant Period (as defined below) not to engage or interest in any business (other than our Group) which, directly or indirectly, competes or may compete with our business.

To protect our Group from any potential competition, our Controlling Shareholders have given the Deed of Non-competition in favour of our Company on [●], pursuant to which each of our Controlling Shareholders has, among other matters, irrevocably undertaken to us on a joint and several basis that, each of our Controlling Shareholders shall, and shall procure that his/ her/ its close associates and/or companies controlled by him/ her/ it (other than our Group and the refuelling stations (including gas refuelling stations and Mixed Refuelling Stations) constructed, owned and/or operated or expected to be constructed, owned and/or operated by Jilin Haotuo and HEB Shengshi (“Relevant Refuelling Stations”)):

(i) at any time during the Relevant Period not, directly or indirectly, alone or jointly with another person, in any form be interested, involved, engaged in or assist or support any third party in the operation of, or invest, participate, acquire or hold any right or interest (in each case whether for its own account or for that of any person, firm or company (other than any member of our Group and the Relevant Refuelling Stations) and whether through medium of any company which is its close associate or as a principal, shareholder, partner, director, employee, consultant, agent or otherwise and whether for profit, reward or otherwise (“Relevant Capacity”)) in any business (other than through our Group and the Relevant Refuelling Stations) or is about to be engaged in any business (other than through our Group and the Relevant Refuelling Stations) which is the same or similar to that carried on by our Group and/or which competes or may compete directly or indirectly with the business currently and from time to time engaged by our Group in the PRC, Hong Kong and any other country or jurisdiction, and other principal business activities engaged by us from time to time (the “Restricted Activity”);

(ii) unless and until the Shares cease to be [REDACTED], at any time during which securities of our Company are [REDACTED] and for so long as the Controlling Shareholders and/or their respective close associates directly or indirectly hold, whether individually or taken together, 30% or more of the issued shares in our Company or are regarded as the controlling shareholders of our Company under the Listing Rules and for a period of two years thereafter, in any Relevant Capacity:

(A) not directly or indirectly solicit, interfere with, employ or endeavour to entice way from any members of our Group any person who, to its and/or his/her knowledge, is

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

now, or has during the 12 months preceding the date of the Deed of Non-competition been, a client, customer, supplier or employee of our Group for employment excluding the existing employees of the Yitonghe Group by or otherwise dealing with him/ her/ it or his/ her/ its close associates (excluding our Group); and/or

(B) other than (a) for the purpose of conducting business of or relating to our Group or (b) the trade name (商號)of“眾誠連鎖” owned and the trademark owned by United Strength Vehicle Service, at any time, not use the name or trading style of any member of our Group, or any trademarks, patents or logos or device or intellectual property rights similar in appearance to those of any member of our Group, in the PRC, Hong Kong or any other part of the world, or represent himself/ herself/ itself as carrying on or continuing or being connected with any member of our Group or our business for any purposes whatsoever.

(iii) not, without prior consent from our Company, disclose to any person or make use of any information pertaining to the business, accounts or finances of our Group or any of our clients, suppliers’ or customers’ transactions or affairs, which may, or may have come to his/ her/ its knowledge in his/ her/ its capacity as a shareholder and/or a Director (as the case may be) for any purpose and shall use his/ her/ its best endeavours to prevent the publication or disclosure of such information; and

(iv) at any time during the Relevant Period if there is any project or new business opportunity that relates to the Restricted Activity, first refer such project or new business opportunity to our Company within a reasonable period of time for consideration. In this connection, we have the right within one month thereafter to take up such opportunity and in the event that we decide to take up the opportunity, each of our Controlling Shareholders will and will procure his/ her/ its close associate(s) to use his/ her/ its best endeavour to assist us to obtain such opportunity.

Approvals for allowing our Controlling Shareholders to participate in Restricted Activity

The above undertaking (i) is subject to the exception that any of the Controlling Shareholders and/or his/ her/ its close associates (excluding our Group and the Relevant Refuelling Stations) is entitled to invest, participate and be engaged in any Restricted Activity or any project or business opportunity containing or for the pursuit of the Restricted Activity, regardless of value, which project or business opportunity has been offered or made available to our Group and rejected by the Board only after steps of careful scrutiny and approval from the Board will have been taken, provided always that information about the principal terms thereof has been disclosed to our Company and our Directors.

The steps to be taken by the Board include that the relevant Board meeting shall be participated by our INEDs who should have been allowed a reasonable period of time to consider the subject matters and without the attendance by any Director with beneficial interest in such project or business opportunities at the meeting, in which resolutions have been duly passed by the majority of the INEDs that our Group has rejected such project or business opportunity and/or otherwise not to be involved or engaged, or not to participate, in the relevant Restricted Activity and that the principal terms on

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS which that relevant Controlling Shareholder and/or his/ her/ its close associate(s) invest, participate or engage in the Restricted Activity are substantially the same as or not more favourable than those disclosed to and considered by our Company. Subject to the above, if the relevant Controlling Shareholder and/or his/ her/ its close associate(s) decide to be involved, engaged, or to participate in the relevant Restricted Activity, whether directly or indirectly, the terms of such involvement, engagement or participation must be disclosed to our Company and our Directors as soon as practicable.

The factors which our Directors would take into account when deciding whether or not our Group shall take up such new projects or business opportunities include, among others, the costs and risks involved, the short-term and long-term benefits expected to be brought to our Group, possible compliance issues and whether such opportunities are in the interests of our Group and Shareholders as a whole.

Notwithstanding his taking up of the new projects or business opportunities (if any), Mr. Zhao shall, as a Director, always perform his duties in good faith and in the interest of our Company, and shall not allow his commitment to devote substantially all of his time to our Group be undermined in any way.

Other exceptions for the Controlling Shareholders to participate in Restricted Activity

Notwithstanding the undertakings given under the Deed of Non-competition, the undertakings given by the Controlling Shareholders of not to compete with our Group are subject to the exception that any of our Controlling Shareholders and their respective close associates (excluding our Group and the Relevant Refuelling Stations) are entitled to invest, participate and be engaged in any Restricted Activity or any project or business opportunity, regardless of value, which (i) are the direct or indirect investments of the relevant Controlling Shareholder and/or his/ her/ its close associates (excluding our Group and any associated companies of our Company) in any member of our Group or such associated companies, and/or (ii) any other companies which the relevant Controlling Shareholder does not hold more than 5% interest and does not participate in the management of such company and at all times there is a holder of such shares or securities holding (together, where appropriate, with its close associate(s)) a larger percentage of the shares or securities of such company than our Controlling Shareholder and his/ her/ its close associate(s) together hold.

First rights of refusal agreed to be given by our Controlling Shareholders to our Company

Pursuant to the Deed of Non-competition, our Controlling Shareholders, jointly and severally, have also granted an option and/or first rights of refusal to our Group for acquiring from the relevant Controlling Shareholder and/or his/ her/ its close associates any new business (not being the Restricted Activity) then engaged or invested by such Controlling Shareholder and/or his/ her/ its close associates, which option and/or rights may be exercisable by us at any time when we engage or start engaging in any such business.

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

Undertakings by our Controlling Shareholders to provide information etc.

Each of our Controlling Shareholders has also undertaken under the Deed of Non-competition that he/ she/ it shall:

(i) provide or procure the provision to us and/or our Directors (including our INEDs) from time to time all information necessary for the annual review by our INEDs with regard to compliance with the terms of the Deed of Non-competition by the relevant Controlling Shareholder and his/ her/ its close associates;

(ii) allow our Directors, their respective representatives and the auditors of our Group to have sufficient access to the records of the relevant Controlling Shareholder and his/ her/ its close associates to ensure their compliance with the terms and conditions under the Deed of Non-competition;

(iii) issue an annual declaration to our Company on compliance with the terms of the Deed of Non-competition, setting out therein his/ her/ its interests (if any) in any projects or business opportunities (including any changes thereof) and consenting to the disclosure of such declaration in our annual reports or the announcements published by our Company regarding the decisions of the INEDs on matters referred to in the Deed of Non-competition;

(iv) supply to our Company upon signing of the Deed of Non-competition with full and accurate details of any business or interest (if any) which the relevant Controlling Shareholder and/or his/ her/ its close associates have or may have which competes or may compete with the business from time to time carried on by our Group and any other conflicts of interests (if any) which the relevant Controlling Shareholder has or may have with our Group and whether the relevant Controlling Shareholder and/or his/ her/ its close associates intend or do not intend to inject such business or interest into our Group;

(v) at any time during which the Shares of our Company are [REDACTED] and for so long as the relevant Controlling Shareholder and/or his/ her/ its close associates are regarded, whether individually or taken together, as controlling shareholders of our Company within the meaning of the Listing Rules, notify our Company forthwith of any changes of the details and information referred to in paragraph (iv) above so as to enable our Company to, if so required by the Stock Exchange or pursuant to the Listing Rules, disclose such information by way of an announcement and include such information in such circulars, annual reports, half-year reports and/or quarterly reports required to be issued by our Company pursuant to the Listing Rules;

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

(vi) procure any Director from time to time nominated by the relevant Controlling Shareholder:

(a) to disclose to our Company upon signing of the Deed of Non-competition and at any time during which the Shares of our Company are [REDACTED] full and accurate details of any business or interest (if any) which such Director and/or his/ her/ its close associates have or may have which competes or may compete with the business from time to time carried on by our Group and any other conflicts of interest (if any) which such Director has or may have with our Group;

(b) to notify our Company forthwith of any changes of the details and information referred to in paragraph (vi)(a) above, including any such business or interest acquired by such Director and/or his close associates after the [REDACTED] so as to enable our Company to, if so required by the Stock Exchange or pursuant to the Listing Rules, disclose such information by way of an announcement and include such information in such circulars, annual reports, half-year reports and/or quarterly reports required to be issued by our Company pursuant to the Listing Rules.

Our Controlling Shareholders acknowledge that and, if so required by our Company, procure such Director(s) referred to in paragraph (vi) above to acknowledge that the information supplied to our Company pursuant to paragraphs (iv), (v) and/or (vi) above will or may be disclosed by our Company in this document, circulars, reports, announcements and other statements to the Stock Exchange and/or any regulatory authorities and their respective officers and employees from time to time issued by our Company and that such disclosure is required by our Company in order to comply with the requirements of the Stock Exchange and/or other regulatory bodies.

Conditions precedent to the Deed of Non-competition becoming effective

The provisions contained in the Deed of Non-competition are conditional on the conditions stated in the section headed “Structure and conditions of the [REDACTED] — Conditions of the [REDACTED]” in this document being fulfilled or, to the extent permitted, waived by the relevant party. If such conditions are not fulfilled or, to the extent permitted, waived on or before the date falling 30 days from the date of this document, or such later date as the parties under the Deed of Non-competition may agree, the Deed of Non-competition shall become null and void and cease to have effect.

Relevant Period

For the above purpose, the “Relevant Period” means the period commencing from the [REDACTED] and shall expire on the earlier of the dates below:

(i) the date on which our Controlling Shareholders and their respective close associates (individually or taken as a whole) cease to own at least 30% of the then issued share capital of our Company directly or indirectly or cease to be the controlling shareholders of our Company for the purpose of the Listing Rules and do not have power to control our Board and there is at least one other Shareholder holding more Shares than the Controlling Shareholders and their close associates then taken together; and

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

(ii) the date on which our Shares cease to be [REDACTED].

Confirmation given by our Directors

Save as disclosed in this section, each Director confirms that he/she does not have any competing business with our Group.

Corporate governance

In order to properly manage any potential or actual conflict of interests between us and our Controlling Shareholders in relation to compliance and enforcement of the Deed of Non-competition, we have adopted the following corporate governance measures:

(a) the INEDs would review, at least on an annual basis, the compliance with and enforcement of the terms of the Deed of Non-competition by our Controlling Shareholders and if any, the options, pre-emptive rights or first rights of refusals provided by our Controlling Shareholders and/or their respective close associates on their existing or future competing businesses. Such options, pre-emptive rights or first rights of refusals relate to business which our Group may engage in the future;

(b) our Company shall disclose decisions with basis on matters reviewed by the INEDs relating to non-compliance and enforcement of the Deed of Non-competition (including whether to take up the options, pre-emptive rights or first rights of refusals) either through annual report, or by way of announcement and/or other documents issued or published by our Company as required under the Listing Rules;

(c) our Company shall disclose in the corporate governance report of the annual reports on how the terms of the Deed of Non-competition are complied with and enforced;

(d) in the event that any of our Directors and/or their respective close associates has material interest in any matter to be deliberated by our Board in relation to compliance and enforcement of the Deed of Non-competition or other proposed transactions in which such Directors and/or their respective close associates have material interest, such Director(s) may not vote on the resolutions of our Board considering and approving the matter and shall not be counted towards the quorum for the voting pursuant to the applicable provisions in the Articles; and

(e) where the advice from independent professional, such as that from financial adviser, is reasonably requested by our Directors (including the INEDs), the appointment of such independent professional will be made at our Company’s expenses.

Our Directors consider that the above corporate governance measures are sufficient to manage any potential conflict of interests between our Controlling Shareholders and their respective close associates and our Group and to protect the interests of our Shareholders, in particular, the minority Shareholders.

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