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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Ngai Lik Industrial Holdings Limited, you should at once hand this circular, to the purchaser or transferee or to the bank, stockbroker 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. The circular appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities. NGAI LIK INDUSTRIAL HOLDINGS LIMITED （毅力工業集團有限公司）* (Incorporated in Bermuda with limited liability) (Stock Code: 332) (I) VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF UNION HONOR LIMITED INVOLVING THE ISSUE OF CONSIDERATION SHARES; (II) PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR; AND (III) PROPOSED CHANGE OF COMPANY NAME Financial adviser to the Company SOMERLEY CAPITAL LIMITED Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A letter from the Independent Board Committee to the Independent Shareholders is set out on pages 30 to 31 of this circular. A letter from the Independent Financial Adviser, Investec Capital Asia Limited, containing its advice to the Independent Board Committee is set out on pages 32 to 54 of this circular. A notice convening the SGM of Ngai Lik Industrial Holdings Limited to be held on 8 May 2014 at 9: 45 a.m. at Hong Kong General Chamber of Commerce, 22/F., United Centre, 95 Queensway, Hong Kong, Hong Kong is set out on pages SGM-1 to SGM-4 of this circular. A form of proxy for use at the SGM is enclosed with this circular. Such form of proxy is also published on the HKExnews website of the Stock Exchange at www.hkexnews.hk and on the website of the Company at www.ngailik.hk. Whether or not you are able to attend the SGM, you are requested to complete and return the enclosed form of proxy to the share registrar of the Company, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time fixed for holding the SGM or any adjourned meeting thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish. * For identification purposes only 15 April 2014 CONTENTS Page Definitions ..................................................................... 1 Letter from the Board .......................................................... 7 Letter from the Independent Board Committee .................................. 30 Letter from Investec ............................................................ 32 History and development of UHL Group ........................................ 55 Business of UHL Group ........................................................ 60 Senior management of UHL Group ............................................. 88 Management discussion and analysis of UHL Group ............................. 91 Risk factors .................................................................... 110 Industry overview ............................................................... 118 Regulatory overview ............................................................ 130 Appendix I — Financial information of the Group .......................... I-1 Appendix IIA — Financial information of UHL Group ........................ IIA-1 Appendix IIB — Financial information of Yuanheng Gas Group ............... IIB-1 Appendix III — Unaudited pro forma financial information of the Enlarged Group .................................... III-1 Appendix IV — Property valuation report of UHL Group .................... IV-1 Appendix V — General information ......................................... V-1 Notice of SGM ................................................................. SGM-1 –i– DEFINITIONS In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise: ‘‘Accounts’’ audited consolidated financial statements of UHL Group for the year ended 31 December 2013 ‘‘Acquisition’’ the proposed acquisition of the Sale Shares pursuant to the UHL SPA ‘‘acting in concert’’ has the meaning ascribed thereto under the Takeovers Code ‘‘Announcement’’ the announcement of the Company dated 28 October 2013 in relation to, among other things, the Acquisition ‘‘Appointment of the proposed appointment of Mr. Bao as the executive Director Executive Director’’ with effect upon Completion ‘‘associate(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Auditors’’ the auditors of UHL ‘‘Board’’ the board of Directors ‘‘Business Day(s)’’ any day(s) (excluding a Saturday, Sunday or public holidays) on which banks are generally open for business in Hong Kong ‘‘BVI’’ the British Virgin Islands ‘‘Champion Ever’’ Champion Ever Limited, a company incorporated in the BVI with limited liability and wholly and beneficially owned by Mr. Wang ‘‘Change of Name’’ the proposal for the Company to change its English name from ‘‘Ngai Lik Industrial Holdings Limited’’ to ‘‘Yuan Heng Gas Holdings Limited’’ and adopt ‘‘元亨燃氣控股有限公司’’ as its new Chinese name to replace ‘‘毅力工業集團有限公司’’ ‘‘Company’’ Ngai Lik Industrial Holdings Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which are listedonMainBoardoftheStockExchange ‘‘Completion’’ completion of the transactions contemplated under the UHL SPA ‘‘connected person(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Consideration’’ the consideration of HK$3,068,246,340 for the Sale Shares under the UHL SPA –1– DEFINITIONS ‘‘Consideration new Shares to be issued and credited as fully paid at Completion Share(s)’’ to the Vendor’s Shareholders by the Company to satisfy part of the Consideration ‘‘Director(s)’’ director(s) of the Company ‘‘Enlarged Group’’ the Group and UHL Group ‘‘Frontier Global’’ Frontier Global Group Limited, a company incorporated in the BVI with limited liability, which is wholly owned by Touch Billion Limited, which in turn is held as to 25% by Galaxy King Limited which is wholly owned by Mr. Zhou Jiawei and as to 75% by Champion Golden Limited, in which Mr. Wang has 50% of the voting right; Mr. Pan Junfeng, an executive Director has 25% of the voting right; and Mr. Gao Xiong has 25% of the voting right ‘‘Group’’ the Company and its subsidiaries ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China ‘‘Independent Board the independent board committee of the Company whose Committee’’ members comprise all the independent non-executive Directors to advise the Independent Shareholders on the terms of the UHL SPA and the transaction contemplated thereunder ‘‘Independent Financial Investec Capital Asia Limited, a corporation licensed to conduct Adviser/Investec’’ Type 1 (dealing in securities), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO ‘‘Independent Shareholders other than Frontier Global, Mr. Wang and his Shareholders’’ associates and those who have a material interest in the Acquisition other than in the capacity as Shareholders only ‘‘Last Trading Day’’ 24 October 2013, being the last full trading day on which the Shares were traded on the Stock Exchange prior to the suspension of trading in the Shares pending the release of the Announcement ‘‘Latest Practicable 11 April 2014, being the last practicable date for ascertaining Date’’ certain information included in this circular ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange –2– DEFINITIONS ‘‘LNG’’ liquefied natural gas ‘‘Long Stop Date’’ 30 September 2014 or such other date as the Purchaser and the Vendor may agree in writing ‘‘Mr. Bao’’ Mr. Bao Jun ‘‘Mr. Wang’’ Mr. Wang Jianqing, the ultimate beneficial owner of Champion Ever, an executive Director, the chief executive officer and chairman of the Company and the controlling Shareholder ‘‘PRC’’ the People’s Republic of China (for the purpose of this circular, excluding Hong Kong, Macau Special Administrative Region and Taiwan) ‘‘PRC Legal Adviser’’ Guangda Law Firm, a legal adviser of UHL Group as to PRC laws ‘‘Purchaser’’ Firmwill Investment Limited, a company incorporated in the BVI with limited liability and a wholly owned subsidiary of the Company ‘‘RMB’’ Renminbi, the lawful currency of the PRC ‘‘Sale Shares’’ 59,529,840 shares of US$1.00 each in the share capital of UHL, the entire issued and fully paid-up share thereof ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ‘‘SGM’’ the special general meeting of the Company to be convened on 8 May 2014 for the purpose

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