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Composite Offer and Response Document

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Composite Offer and Response Document THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect of the Offers, this Composite Document or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant, or other professional adviser. If you have sold or transferred all your shares in Zhengzhou China Resources Gas Co., Ltd.*, you should at once hand this Composite Document and the accompanying forms to the purchaser or the transferee or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Composite Document, 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 Composite Document. (incorporated in Bermuda with limited liability) (a joint stock limited company incorporated (Stock Code: 1193) in the People’s Republic of China) (Stock Code: 3928) COMPOSITE OFFER AND RESPONSE DOCUMENT PROPOSED PRIVATISATION AND WITHDRAWAL OF LISTING OF THE H SHARES OF ZHENGZHOU CHINA RESOURCES GAS CO., LTD.* VOLUNTARY CONDITIONAL OFFER BY ANGLO CHINESE CORPORATE FINANCE, LIMITED ON BEHALF OF CHINA RESOURCES GAS GROUP LIMITED FOR ALL THE ISSUED H SHARES IN ZHENGZHOU CHINA RESOURCES GAS CO., LTD.* (OTHER THAN THOSE OWNED BY CHINA RESOURCES GAS GROUP LIMITED AND MEMBERS OF ITS GROUP) VOLUNTARY CONDITIONAL OFFER BY CHINA RESOURCES GAS GROUP LIMITED FOR ALL THE ISSUED DOMESTIC SHARES IN ZHENGZHOU CHINA RESOURCES GAS CO., LTD.* (OTHER THAN THOSE OWNED BY CHINA RESOURCES GAS GROUP LIMITED AND MEMBERS OF ITS GROUP) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF ZHENGZHOU CHINA RESOURCES GAS CO., LTD.* Financial adviser to China Resources Gas Group Limited Independent financial adviser to the independent board committee of Zhengzhou China Resources Gas Co., Ltd.* All capitalised terms used in this cover page shall have the same meaning as set out in the section headed “Definitions” on pages 1 to 4 of this Composite Document. A letter from the board of CR Gas is set out on pages 8 to 12 of this Composite Document. A letter from Anglo Chinese containing, amongst other things, the terms of the H Share Offer, is set out on pages 13 to 23 of this Composite Document. A letter from the board of ZZ Gas is set out on pages 24 to 31 of this Composite Document. A letter from the Independent Board Committee containing its recommendation to the Independent ZZ Gas Shareholders in relation to the Proposal is set out on pages 32 to 33 of this Composite Document. A letter from First Shanghai containing its advice to the Independent Board Committee, is set out on pages 34 to 66 of this Composite Document. The procedures for acceptance and settlement of the Offers are set out in Appendix I to this Composite Document and in the accompanying forms of acceptance. Acceptance of the H Share Offer must be received by the Registrar no later than 4:00 p.m. on 6 February 2012 or such later time and date as CR Gas may determine and announce with the consent of the Executive, in accordance with the Takeovers Code. Acceptance of the Domestic Share Offer must be received by ZZ Gas no later than 4:00 p.m. on 6 February 2012 or such later time and date as CR Gas may determine and announce with the consent of the Executive, in accordance with the Takeovers Code. Notices convening the H Share Class Meeting to be held at Meeting Room No. 2, 2/F, 352 Longhai Road West, Zhengzhou City, Henan Province, the PRC on 9 January 2012 at 10:00 a.m., and the EGM to be held at the same address on the same day immediately after the conclusion or adjournment of the H Share Class Meeting, are set out on pages VI-1 to VII-3 of this Composite Document. Whether or not you are able to attend either or both of the H Share Class Meeting and the EGM or any adjournment thereof, you are strongly urged to complete and sign the enclosed forms of proxy in respect of the H Share Class Meeting and the EGM in accordance with the instructions printed thereon, and to lodge them with, in the case of H Shareholders, the Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong and, in the case of Domestic Shares, at ZZ Gas’s registered address, as soon as possible but in any event not later than 10:00 a.m. on 8 January 2012 or not less than 24 hours before the time appointed for any adjournment of the H Share Class Meeting and EGM respectively. Return of the proxy forms will not preclude you from attending and voting in person at the H Share Class Meeting or the EGM or any adjourned meeting should you wish to do so. Reply slips for the H Share Class Meeting and EGM are also enclosed. You are reminded to complete and sign the reply slips (if you are entitledtoattend the H Share Class Meeting and the EGM) and return the signed reply slips to the Registrar or ZZ Gas (as the case may be) on or before 19 December 2011 in accordance with the instructions printed thereon. * For identification purposes only. 23 November 2011 CONTENTS Page DEFINITIONS ............................................................ 1 EXPECTED TIMETABLE ................................................... 5 LETTER FROM THE BOARD OF CR GAS ..................................... 8 LETTER FROM ANGLO CHINESE ........................................... 13 LETTER FROM THE BOARD OF ZZ GAS ..................................... 24 LETTER FROM THE INDEPENDENT BOARD COMMITTEE...................... 32 LETTER FROM FIRST SHANGHAI .......................................... 34 APPENDIX I — FURTHER TERMS OF OFFERS............................. I-1 APPENDIX II — FINANCIAL INFORMATION ON ZZ GAS..................... II-1 APPENDIX III — FINANCIAL INFORMATION ON CR GAS ....................III-1 APPENDIX IV — AMENDMENTS TO THE ARTICLES OF ASSOCIATION .........IV-1 APPENDIX V — GENERAL INFORMATION................................. V-1 APPENDIX VI — NOTICE OF THE H SHARE CLASS MEETING ................VI-1 APPENDIX VII — NOTICE OF THE EGM....................................VII-1 —i— DEFINITIONS In this Composite Document, the following expressions have the meanings set out below unless the context requires otherwise. “acting in concert” has the meaning given to it in the Takeovers Code “Anglo Chinese” Anglo Chinese Corporate Finance, Limited, the financial SI-1 adviser to CR Gas, and a corporation licensed to carry on business in type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) of the regulated activities under the SFO “Articles of Association” the articles of association of ZZ Gas “associate(s)” has the meaning given to it in the Takeovers Code “business day” a day other than a Saturday, Sunday or public holiday in Hong Kong, the PRC or Bermuda “Cash Consideration” HK$14.73 per H Share or RMB12.02 equivalent based on the Exchange Rate per Domestic Share in cash “CCASS” the Central Clearing and Settlement System established and operated by HKSCC “China Resources Group” China Resources (Holdings) Company Limited which is the ultimate Hong Kong incorporated controlling shareholder of CR Gas, and its subsidiaries “Closing Date” 6 February 2012, being the expected final closing date of the Offers, which is the 28th day after the date on which the Offers become unconditional “Composite Document” this composite offer and response document dated 23 November 2011 issued by CR Gas and ZZ Gas in relation to the Offers “CR Gas” China Resources Gas Group Limited (華潤燃氣控股有限公 SI-1 司), a company incorporated in Bermuda with limited liability whose shares are listed on the Stock Exchange (Stock code: 1193) “CR Gas Group” CR Gas and its subsidiaries “CR Gas Investment” China Resources Gas (China) Investment Limited (華潤燃氣 (中國)投資有限公司), a wholly-owned subsidiary of CR Gas “CR Gas Share(s)” share(s) of par value of HK$0.10 each in the capital of CR Gas —1— DEFINITIONS “Domestic Share(s)” ordinary unlisted shares in the share capital of ZZ Gas, with a nominal value of RMB1.00 each, which are subscribed for in RMB “Domestic Share Offer” conditional voluntary offer by CR Gas to acquire all the issued Domestic Shares other than those already owned by CR Gas Group “Domestic Shareholder(s)” holder(s) of Domestic Share(s) “EGM” the extraordinary general meeting of ZZ Gas Shareholders to be held to consider and vote on the delisting of H Shares from the Stock Exchange and the proposed amendments to the Articles of Association “Exchange Rate” the exchange rate of RMB1 to HK$1.2257 at the Last Trading Date as quoted on Bloomberg “Executive” the Executive Director of the Corporate Finance Division of the SFC or any delegate of the Executive Director “First Shanghai” First Shanghai Capital Limited, the independent financial adviser to the Independent Board Committee in respect of the terms of the Offers and a corporation licensed to carry on business in type 6 (advising on corporate finance) of the regulated activities under the SFO “H Share(s)” ordinary shares with a nominal value of RMB1.00 each in the issued share capital of ZZ Gas, which are listed and traded on the Stock
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