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. 天津津燃公用事業股份有限公司 TIANJIN JINRAN PUBLIC UTILITIES COMPANY LIMITED (a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 01265) INSIDE INFORMATION POTENTIAL DISPOSAL OF TARGET ASSETS OF JINING BRANCH COMPANY THROUGH LISTING-FOR-SALE This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the SFO. THE POTENTIAL DISPOSAL The Board has resolved to dispose of the Target Assets of Jining Branch Company, a branch company of the Company, through Listing-for-Sale process to be conducted on TPRE in accordance with the relevant requirements governing the transfer of state-owned assets of enterprise in the PRC. It is expected that the base price for the Potential Disposal will be determined with reference to: (i) the asset appraisal on Jining Branch Company to be conducted by a qualified appraisal institution; and (ii) the uniqueness of the Target Assets. Shareholders and/or potential investors of the Company should note that the final consideration for the Potential Disposal will depend on the final bidding price to be offered by the successful bidder in the Listing-for-Sale process. The Company will enter into a formal agreement and other relevant supplemental agreements with the successful bidder within five days after the completion of the Listing-for-Sale process. There will be a condition for the Potential Disposal that if the successful bidder is a connected person of the Company or any parties acting in concert with Jinran China Resources, completion of the Potential Disposal will be subject to the approval of the Company’s independent shareholders and/or the approval of the Securities and Futures Commission of Hong Kong. Upon completion of the Potential Disposal, Jining Branch Company will cease operation and will be deregistered. INFORMATION OF JINING BRANCH COMPANY AND THE TARGET ASSETS Jining Branch Company is a branch company established in the PRC and is wholly-owned by the Company. It is principally engaged in the supply, selling of and provision of services relating to natural gas, as well as the construction of pipe network support facilities in Ulanqab City, Jining District of Inner Mongolia Autonomous Region, the PRC, and owns, among other things, compressed natural gas filing stations and pipelines. 1 The Target Assets consist of all the assets and liabilities (excluding the outstanding amount due from Jining Branch Company to the Company) of Jining Branch Company. REASONS FOR THE POTENTIAL DISPOSAL The uncertain natural gas development policy in Jining area, fierce market competition, as well as the geographical and information transmission and other reasons related to the fact of Jining Branch Company being located in Ulanqab City, Inner Mongolia, have exposed the Company to certain management risks. Therefore, the Board believes that the Potential Disposal will allow the Company to realise its investment in Jining Branch Company and further apply its resources for maintaining the existing businesses of the Group, as well as avoid the relevant management risks. The possible financial effect of the Potential Disposal on the Group will depend on the final bidding price, subject to results of audit. GENERAL INFORMATION The Potential Disposal, if materialised, may constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules. The Board wishes to emphasise that the Company is not under any obligation to proceed with the Listing-for-Sale and the Listing-for-Sale may or may not proceed. As at the date of this announcement, the Company has not decided the commencement date of the Listing-for- Sale process, and no binding agreement in relation to the Potential Disposal has been entered into by the Company. There is no assurance that any definitive transaction will materialise. The Company will make further announcement(s) in compliance with the Listing Rules, the Takeovers Code and/or Part XIVA of the SFO as and when appropriate. As the Potential Disposal may or may not materialise, Shareholders and/or potential investors of the Company are advised to exercise caution when dealing in the securities of the Company. DEFINITIONS In this announcement, unless the context requires otherwise, the following expressions have the following meanings: “Board” the board of Directors “Company” 天津津燃公用事業股份有限公司 (Tianjin Jinran Public Utilities Company Limited), a joint stock limited company incorporated in the PRC whose H Shares are listed and traded on the Stock Exchange “Director(s)” the director(s) of the Company 2 “Domestic Share(s)” ordinary domestic share(s) of nominal value of RMB0.10 each in the share capital of the Company, which are subscribed for in RMB “Group” the Company and its subsidiaries “Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China “HK$” Hong Kong dollars, the lawful currency of Hong Kong “H Share(s)” overseas listed foreign invested share(s) of nominal value of RMB0.10 each in the share capital of the Company, which are listed on the Stock Exchange and subscribed for and traded in HK$ “Jining Branch Company” 天津津燃公用事業股份有限公司集寧分公司 (Tianjin Jinran Public Utilities Company Limited, Jining Branch), a company established in the PRC and a branch company of the Company “Jinran China Resources” 津燃華潤燃氣有限公司 (Jinran China Resources Gas Co., Ltd*), a company established in the PRC with limited liability “Listing-for-Sale” the listing-for-sale for the Potential Disposal through TPRE “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Potential Disposal” the potential disposal of the Target Assets by way of Listing-for-Sale to be conducted on the TPRE “PRC” or “China” the People’s Republic of China which, for the purposes of this announcement only, excludes Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan “RMB” Renminbi, the lawful currency of the PRC “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time “Share(s)” share(s) of the Company, including Domestic Share(s) and H Share(s), unless specified otherwise “Shareholder(s)” holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited 3 “Target Assets” all the assets and liabilities (excluding the outstanding amount due from Jining Branch Company to the Company) of Jining Branch Company to be disposed of through Listing-for-Sale “Takeovers Code” The Hong Kong Code on Takeovers and Mergers “TPRE” 天津產權交易中心(Tianjin Property Rights Exchange) “%” per cent. English names of the PRC established companies/entities in this announcement are only translations of their official Chinese names. In case of inconsistency, the Chinese names prevail. By Order of the Board Tianjin Jinran Public Utilities Company Limited Zhao Wei Chairman Tianjin, People’s Republic of China, 4 September 2020 As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Zhao Wei (Chairman), Ms. Tang Jie and Mr. Sun Liangchuan, three non-executive Directors, namely Mr. Hou Shuang Jiang, Mr. Zhao Heng Hai and Mr. Zhang Jinlin, and three independent non-executive Directors, namely Mr. Zhang Ying Hua, Mr. Yu Jian Jun and Mr. Guo Jia Li. * for identification purposes only 4.