Beijing Gas Blue Sky : CONTINUING CONNECTED TRANSACTIONS

April 13, 2021 at 08:03 pm EDT

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 a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Beijing Gas Blue Sky Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

BEIJING GAS BLUE SKY HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 6828)

CONTINUING CONNECTED TRANSACTIONS

AND

NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee

and the Independent Shareholders

A letter from the Board is set out on pages 5 to 13 of this circular. A letter from the Independent Board Committee to the Independent Shareholders is set out on pages 14 to 15 of this circular. A letter from Messis Capital, the Independent Financial Adviser, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 16 to 27 of this circular.

A notice convening the SGM to be held at Room 1210, 12/F, New World Tower I, 16-18 Queen's Road Central, Hong Kong at 11:00 a.m. on Wednesday, 5 May 2021 is set out on pages 36 to 38 of this circular.

Whether or not you are able to attend the SGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the SGM (or any adjournment thereof). 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.

PRECAUTIONARY MEASURES FOR THE SGM

To safeguard the health and safety of the Shareholders and to prevent the spread of the novel coronavirus (COVID-19), the Company will implement the following precautionary measures at the SGM:

compulsory body temperature check
mandatory wearing of surgical face mask
no provision of refreshments or drinks

Any person who does not comply with the aforementioned precautionary measures or is subject to any health quarantine prescribed by the HKSAR Government may be denied entry into the meeting venue, at the absolute discretion of the Company to the extent as permitted by law. Shareholders are encouraged to appoint the chairman of the SGM as their proxy to vote according to their indicated voting instructions as an alternative to attending the SGM in person. Due to the constantly evolving COVID-19 pandemic situation, the Company may be required to change the arrangements for the SGM when appropriate. Shareholders should check the Company's website and/or the Stock Exchange's website for future announcements and updates on the arrangements for the SGM.

14 April 2021

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . . . .	14
LETTER FROM MESSIS CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
APPENDIX - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28
NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	36

- i -

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context requires otherwise:

''associate(s)''	has the same meaning as ascribed to it under the Listing
	Rules;
''Annual Caps''	the proposed maximum aggregate annual value for the
	transactions contemplated under the Master Agreement;
''Beijing Gas''	Beijing Gas Company Limited, a company incorporated in
	Hong Kong with limited liability, the controlling
	shareholder of the Company, and is indirectly wholly-
	owned by BGGCL;
''BGGCL''	北京市燃氣集團有限責任公司 (Beijing Gas Group Co.,
	Ltd.*), a company established in the PRC with limited
	liability, and is wholly-owned by Beijing Enterprises
	Holdings Limited, which in turn is ultimately wholly-
	owned by the State-owned Assets Supervision and
	Administration Commission of the People's Government of
	Beijing Municipality;
''Board''	the board of Directors;
''Business Day(s)''	a day on which Hong Kong licensed banks are open for
	business in the ordinary course, other than (i) Saturdays,
	Sundays and public holidays; or (ii) a day on which a
	tropical cyclone warning signal no. 8 or above or a black
	rainstorm warning signal is hoisted in Hong Kong at any
	time between 9:00 a.m. and 5:00 p.m.;
''Company''	Beijing Gas Blue Sky Holdings Limited, a company
	incorporated in Bermuda with limited liability, the issued
	shares of which are listed on the Main Board of the Stock
	Exchange (Stock Code: 6828);
''connected person(s)''	has the same meaning as ascribed to it under the Listing
	Rules;
''controlling shareholder(s)''	has the same meaning as ascribed to it under the Listing
	Rules;

- 1 -

DEFINITIONS

''Director(s)''	the director(s) of the Company;
''Group''	the Company and its subsidiaries;
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong;
''Hong Kong''	Hong Kong Special Administrative Region of the People's
	Republic of China;
''Independent Board Committee''	the independent board committee of the Company
	comprising all the independent non-executive Directors
	namely, Mr. Lim Siang Kai, Mr. Wee Piew, Mr. Ma Arthur
	On-hing, Mr. Cui Yulei and Ms. Hsu Wai Man Helen,
	formed by the Company to advise the Independent
	Shareholders as to whether the Master Agreement and the
	Annual Caps are fair and reasonable and in the interests of
	the Company and the Shareholders as a whole;
''Independent Financial Adviser''	Messis Capital Limited, a licensed corporation to carry out
	type 1 (dealing in securities) and type 6 (advising on
	corporate finance) regulated activities under the Securities
	and Futures Ordinance (Cap. 571 of the Laws of Hong
	Kong), and being the independent financial adviser to
	advise the Independent Board Committee and the
	Independent Shareholders as to whether the Master
	Agreement and the Annual Caps are fair and reasonable
	and in the interests of the Company and the Shareholders
	as a whole;
''Independent Shareholders''	Shareholders other than BGGCL and Beijing Gas and their
	respective associate(s), who are not involved in or
	interested in the Master Agreement and the transactions
	contemplated thereunder;
''Independent Third Party(ies)''	the independent third party(ies) who is/are, to the best of
	the Directors' knowledge, information and belief having
	made all reasonable enquiry, independent of and not
	connected with the Company and the connected person(s)
	of the Company;

- 2 -

DEFINITIONS

''Latest Practicable Date''

''Listing Rules''

''LNG''

''Master Agreement''

''PRC''

''RMB''

''SFO''

''SGM''

''Share(s)''

''Shareholder(s)''

''Stock Exchange''

''%''

12 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular;

the Rules Governing the Listing of Securities on the Stock Exchange;

liquefied natural gas;

the master agreement dated 25 February 2021 entered into between BGGCL and the Company, pursuant to which BGGCL (or its designated subsidiaries or associates) agreed to sell and the Company (or its designated subsidiaries or associates) agreed to purchase LNG for a term of a period commencing from 25 February 2021 to 31 December 2023 (both days inclusive);

the People's Republic of China, and for the purpose of this circular excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan;

Renminbi, the lawful currency of the PRC;

Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong);

a special general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving the Master Agreement (including the Annual Caps) and the transactions contemplated thereunder;

ordinary share(s) of HK$0.055 each in the issued share capital of the Company;

the shareholder(s) of the Company;

The Stock Exchange of Hong Kong Limited; and

per cent.

- 3 -

DEFINITIONS

The English translation of Chinese names or words in this circular, where indicated, are included for information purpose only, and should not be regarded as the official English translation of such Chinese names or words.

For the purpose of this circular, translations of Renminbi into Hong Kong dollars or vice versa have been calculated by using an exchange rate of RMB1.00 = HK$1.17. Such exchange rate has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amounts were, may have been or will be exchanged at such rate or any other rates or at all.

- 4 -

LETTER FROM THE BOARD

BEIJING GAS BLUE SKY HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)
(Stock Code: 6828)
Executive Directors:	Registered office:
Mr. Li Weiqi	Clarendon House
Mr. Jin Qiang	2 Church Street
Ms. Yang Fuyan	Hamilton HM 11
Mr. Ye Hongjun	Bermuda
Non-executive Directors:	Principal place of business
Mr. Zhi Xiaoye	in Hong Kong:
Mr. Cheng Ming Kit (duties suspended)	Room 1411, 14/F
	New World Tower I
Independent Non-executive Directors:	16-18 Queen's Road
Mr. Lim Siang Kai	Central
Mr. Wee Piew	Hong Kong
Mr. Ma Arthur On-hing
Mr. Cui Yulei

Ms. Hsu Wai Man Helen

14 April 2021

To the Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

1. INTRODUCTION

The Board refers to the announcement of the Company dated 25 February 2021. On 25 February 2021 (after trading hours), the Company entered into the Master Agreement with BGGCL, pursuant to which BGGCL (or its designated subsidiaries or associates) agreed to sell and the Company (or its designated subsidiaries or associates) agreed to purchase LNG for a term of a period commencing from 25 February 2021 to 31 December 2023 (both days inclusive).

- 5 -

LETTER FROM THE BOARD

The purpose of this circular is to provide you with information regarding resolution to be proposed at the SGM, among other things, (i) further information on the Master Agreement (including the Annual Caps); (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; (iv) a notice of the SGM; and (v) other information as required by the Listing Rules.

2. THE MASTER AGREEMENT

The principal terms of the Master Agreement are as follows:

Date

25 February 2021 (after trading hours)

Parties

the Company; and
BGGCL.

Term

Pursuant to the Master Agreement and subject to the approval by the Independent Shareholders, the Company entered into the Master Agreement with BGGCL, pursuant to which BGGCL (or its designated subsidiaries or associates) agreed to sell and the Company (or its designated subsidiaries or associates) agreed to purchase LNG for a term of a period commencing from 25 February 2021 to 31 December 2023 (both days inclusive).

Condition Precedent

The Master Agreement is conditional upon the fulfilment of the following conditions:

the Company has obtained all necessary internal approvals required for the Master Agreement (including the Annual Caps) and the transactions contemplated thereunder; and
the Company has obtained the approval on the Master Agreement (including the Annual Caps) and the transactions contemplated thereunder from the Independent Shareholders at the SGM in accordance with the bye-laws of the Company and the Listing Rules.

- 6 -

LETTER FROM THE BOARD

Basis of Pricing

The sale and purchase price of LNG under the Master Agreement is determined by arm's length negotiations based on normal commercial terms which are no less favourable to the Company than that are available from Independent Third Parties and the purchase price of LNG shall be determined with reference to the market price quoted from the respective local LNG terminal.

As the customers of the Company located in different area of the PRC, the price of LNG varies with reference to the supply and demand in particular area of the PRC, and transportation cost. As such, the Directors considered referencing to the market price quoted from the respective local LNG terminal in the area the Company's customer located would be in the best interest of the Company.

The sale and purchase price of LNG shall be agreed by both BGGCL (or its designated subsidiaries or associates) and the Company (or its designated subsidiaries or associates) by written confirmations for each order.

The supply of LNG by BGGCL (or its designated subsidiaries or associates) will be subject to prepayment for LNG made by the Company (or its designated subsidiaries or associates) pursuant to the Master Agreement. The actual settlement amount shall be based on the actual sale and purchase amount of LNG between the parties to the Master Agreement.

Annual Caps

The Annual Caps for the Master Agreement for each of the three years ending 31 December 2023 are set out as follows:

	For the	For the	For the
	year ending	year ending	year ending
	31 December	31 December	31 December
	2021	2022	2023
Annual Caps	HK$954,135,000	HK$1,105,650,000	HK$1,228,500,000
Estimated usage
under the Master
Agreement	233,000 tons	270,000 tons	300,000 tons

- 7 -

LETTER FROM THE BOARD

The Annual Caps for a term of a period commencing from 25 February 2021 to 31 December 2023 are determined based on the followings:

the estimated sales volume of LNG by the Company;
the current market price of LNG of approximately RMB3,500 per ton; and
the historical sales volume of the Group so as not to over rely on BGGCL.

The actual settlement amount shall be based on the actual sale and purchase amount of LNG between the parties to the Master Agreement.

The estimated sales volume of LNG by the Company was estimated with reference to the historical sales volume of approximately 261,000 tons, 490,000 tons and 381,000 tons of LNG and the compound annual growth rate of the historical total sales volume of LNG of the Group of approximately 20.8% for the three years ended 31 December 2020.

The LNG sales volume of the Group for the year ended 31 December 2020 was approximately 381,000 tons, the estimated usage for the three years ending 31 December 2023 under the Master Agreement represented approximately 61.2% to 78.7% of the historical LNG sales volume of the Group for the year ended 31 December 2020.

Although the estimated usage under the Master Agreement represented a relatively high percentage comparing to the historical LNG sales volume of the Group for the year ended 31 December 2020, given that (i) the aim for the transaction is to provide an option for the Group to purchase LNG from an alternative source other than the existing source; (ii) the Group has sole discretion on whether to purchase LNG under the Master Agreement or from other readily available existing sources which the Group used to purchase from; and

as stated in the paragraph headed ''Internal Control Procedure'' below, the Group will request not less than two independent suppliers to quote to compare the pricing before deciding which source the Group will purchase from, which demonstrate that there are other independent readily available source of LNG, the Directors are of the view that the Master Agreement will provide flexibility for the Group on sourcing of LNG, and will not result in over reliance upon connected person of the Group.

Should the actual annual purchase amount exceed the above proposed Annual Caps, the Company will revise the Annual Caps in compliance with the relevant requirements under Chapter 14A of the Listing Rules.

- 8 -

LETTER FROM THE BOARD

Operation Flow

The Group will enter into sales and purchase agreements with BGGCL (or its designated subsidiaries or associate) upon business need. Once the sales and purchase agreements are entered, the Group will arrange transportation, either through the transportation team of the Group or transportation service provider to collect the agreed amount of LNG from the LNG terminal operated by BGGCL, and transported to either end- customers of the Group or the LNG storage location of the Group, which eventually will be distributed to the end customers of the Group via pipeline system of the Group.

The Directors considered it is in the interest of the Group to explore an alternative source of LNG supply which the price would be determined with reference to the market price quoted from the respective local LNG terminal.

Internal Control Procedure

Before the Company purchases any LNG from any suppliers, the procurement department of the Company will consider (i) the prevailing market prices quoted from the respective local LNG terminal; and (ii) the estimated quantity of LNG to be used by the Company. The procurement department of the Company will then request BGGCL, along with not less than two potential suppliers who are Independent Third Parties, to provide the quotations (including proposals) in respect of the requested quantity of LNG. Following the receipt of quotations from BGGCL, and other potential suppliers who are Independent Third Parties, the Group will evaluate and compare the price quotations with the prevailing market prices quoted from the respective local LNG terminal, as well as taken into account factors such as quality of LNG and ability of the suppliers in meeting technical specifications and delivery schedules. If the Company determine the purchase price of LNG offered by BGGCL is acceptable after the evaluation, both parties will sign on a purchase order to confirm the mutual agreed purchase price and quantity of LNG and delivery arrangement.

The Board is of the view that the above internal control procedure could ensure that the purchase price of LNG offered by BGGCL at any material time will be no less favourable to the Company than the purchase price of LNG offered by other suppliers, who are Independent Third Parties.

The Group would regularly monitor the actual amounts incurred for the continuing connected transactions contemplated under the Master Agreement for the purpose of ensuring the relevant Annual Caps are not exceeded.

- 9 -

LETTER FROM THE BOARD

The independent non-executive Directors would also conduct annual review of the continuing connected transactions contemplated under the Master Agreement and provide annual confirmations in the Company's annual report on whether the continuing connected transactions contemplated under the Master Agreement are conducted (i) in the Company's ordinary course of business; (ii) in accordance with normal commercial terms or better and on terms that are fair and reasonable; (iii) in accordance with the terms of the Master Agreement; and (iv) in the interests of the Company and the Shareholders as a whole.

Further, as part of the internal control of the Company, the Company does not intend to commence any transactions under the Master Agreement with BGGCL unless the approval has been obtained from the Independent Shareholders as to, among other things, the Master Agreement (including the Annual Caps) and the transactions contemplated thereunder.

3. REASONS FOR AND THE BENEFITS OF ENTERING INTO THE MASTER AGREEMENT

The Company is an investment holding company. The Group is principally engaged in (i) development and operation of city gas projects; (ii) direct supply of LNG to industrial end users;

trading and distribution of compressed natural gas (''CNG'') and LNG; and (iv) operating CNG and LNG refueling stations for vehicles.

BGGCL is a company established in the PRC with limited liability whose principal activities include natural gas production and distribution services. BGGCL is wholly-owned by Beijing Enterprises Holdings Limited, which in turn is ultimately wholly-owned by the State-owned Assets Supervision and Administration Commission of the People's Government of Beijing Municipality. Beijing Enterprises Holdings Limited is a company incorporated in Hong Kong with limited liability and listed on the Main Board of the Stock Exchange (Stock Code: 392.HK). Beijing Enterprises Holdings Limited, together with its subsidiaries, are principally engaged in the distribution and sale of piped natural gas in the PRC.

The Master Agreement between BGGCL and the Company was entered into by the Company in the ordinary and usual course of business of the Group. The purchase of LNG from BGGCL could provide the Group with a stable and alternative gas source of LNG.

In light of the above, and given the LNG purchase price will be determined with reference to the market price quoted from the respective local LNG terminal, the Directors (excluding the independent non-executive Directors whose opinion will be subject to the advice of the Independent Financial Adviser) consider that the Annual Caps have been determined on an arm's length basis and the Master Agreement was entered into on normal commercial terms in the ordinary and usual course of business of the Company after arm's length negotiation, and the terms of the Master Agreement are fair and reasonable, and in the interests of the Company and the Shareholders as a whole.

- 10 -

LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company did not commence any transaction under the Master Agreement, and will not commence any transactions under the Master Agreement until the SGM.

4. LISTING RULES IMPLICATIONS

As at the Latest Practicable Date, Beijing Gas, the controlling shareholder of the Company holding approximately 41.13% of the issued share capital of the Company, was indirectly wholly- owned by BGGCL. Therefore, BGGCL is a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Master Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Annual Caps exceed 5% and the maximum annual consideration is more than HK$10,000,000, the transactions contemplated under the Master Agreement constitute non-exempt continuing connected transactions for the Company and are subject to reporting, announcement and Independent Shareholders' approval requirements pursuant to Chapter 14A of the Listing Rules.

BGGCL and Beijing Gas and their respective associate(s) are required to abstain from voting on the resolution(s) for approving the Master Agreement (including the Annual Caps) and the transactions contemplated thereunder at the SGM.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, save as BGGCL and Beijing Gas and their respective associate(s), no Director or Shareholder has any material interest in the Master Agreement. Accordingly, apart from BGGCL and Beijing Gas and their respective associate(s), no other Shareholder is required to abstain from voting at the SGM in respect of the resolution relating to the Master Agreement (including the Annual Caps) and the transactions contemplated thereunder.

5. GENERAL

The Independent Board Committee (comprising of all the independent non-executive Directors) has been established to advise the Independent Shareholders as to whether the terms of the Master Agreement (including the Annual Caps) and the transactions contemplated thereunder are fair and reasonable and whether the Master Agreement (including the Annual Caps) and the transactions contemplated thereunder are in the interests of the Company and the Shareholders as a whole. Messis Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

The SGM will be convened and held for the Shareholders to consider and, if thought fit, to approve, among other things, the Master Agreement (including the Annual Caps) and the transactions contemplated thereunder.

- 11 -

LETTER FROM THE BOARD

A notice of the SGM is set out on pages 36 to 38 of this circular. The SGM will be convened at Room 1210, 12/F, New World Tower I, 16-18 Queen's Road Central, Hong Kong at 11:00 a.m. on Wednesday, 5 May 2021, at which, the relevant resolution will be proposed to the Shareholders to consider and, if thought fit, to approve, among other things, the Master Agreement (including the Annual Caps) and the transactions contemplated thereunder.

6. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, the relevant resolutions to be approved in respect of the Master Agreement (including the Annual Caps) and the transactions contemplated thereunder at the SGM will be taken by way of poll.

Shareholders (whether or not able to attend the SGM) are requested to complete and return the enclosed Hong Kong proxy form in accordance with the instructions printed thereon and deposit with the Hong Kong branch share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjourned meeting thereof (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the SGM or any adjourned meeting thereof (as the case may be) should they elect to do so.

7. RECOMMENDATION

Having considered the above-mentioned benefits to the Group and the advice of the Independent Financial Adviser, the Board (including the independent non-executive Directors) considers that the Master Agreement was entered into on normal commercial terms after arm's length negotiation and the terms of the Master Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Board (including the independent non-executive Directors) recommends the Independent Shareholders to vote in favour of the proposed ordinary resolution to be proposed at the SGM to approve the Master Agreement (including the Annual Caps) and the transactions contemplated thereunder at the SGM.

8. ADDITIONAL INFORMATION

Your attention is drawn to (a) the letter from the Independent Board Committee set out on pages 14 to 15 of this circular, which contains its recommendation to the Independent Shareholders regarding the Master Agreement (including the Annual Caps) and the transactions contemplated thereunder; (b) the letter from Messis Capital set out on pages 16 to 27 of this circular, which contains, among other matters, its advice to the Independent Board Committee and the Independent Shareholders regarding the Master Agreement (including the Annual Caps) and the transactions contemplated thereunder.

- 12 -

LETTER FROM THE BOARD

Your attention is also drawn to the additional information set out in the appendices to this circular.

As the Master Agreement is conditional upon satisfaction of the conditions precedent as set out under the section headed ''Conditions Precedent'' in this circular, the Master Agreement may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the Shares.

Yours faithfully,

By order of the Board

Beijing Gas Blue Sky Holdings Limited

Zhi Xiaoye

Chairman

- 13 -

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

BEIJING GAS BLUE SKY HOLDINGS LIMITED

	(Incorporated in Bermuda with limited liability)
	(Stock Code: 6828)
Registered office:	Principal place of business
Clarendon House	in Hong Kong:
2 Church Street	Room 1411, 14/F
Hamilton HM 11	New World Tower I
Bermuda	16-18 Queen's Road
	Central
	Hong Kong
	14 April 2021

To the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

We refer to the circular issued by the Company to the Shareholders of the Company dated 14 April 2021 (the ''Circular'') of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.

Beijing Gas, the controlling shareholder of the Company holding approximately 41.13% of the issued share capital of the Company, was indirectly wholly-owned by BGGCL. Therefore, BGGCL is a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Master Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

- 14 -

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

We have been appointed by the Board as member of the Independent Board Committee to consider and advise the Independent Shareholders on whether the terms of the Master Agreement (including the Annual Caps) and the transactions contemplated thereunder are fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Group and the Shareholders as a whole. Messis Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. Details of the independent advice of the Independent Financial Adviser are set out on pages 16 to 27 of the Circular.

RECOMMENDATION

We wish to draw your attention to the ''Letter from the Board'' set out on pages 5 to 13 of the Circular which contains information about the Master Agreement, the ''Letter from Messis Capital'' set out on pages 16 to 27 of the Circular, which contains its advice to us in relation to the Master Agreement (including the Annual Caps) and the transactions contemplated thereunder and the additional information set out in the appendices to the Circular.

Having taken into account, among other matters, the advice of the Independent Financial Adviser as stated in its letter of advice, we consider that (i) the terms of the Master Agreement (including the Annual Caps) and the transactions contemplated thereunder are on normal commercial terms and fair and reasonable so far as the interests of the Independent Shareholders are concerned; and (ii) the entering into of the Master Agreement is conducted in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole. Our view related to fairness and reasonableness is necessarily based on information, facts and circumstances currently prevailing.

We, therefore, recommend the Independent Shareholders to vote in favour of the ordinary resolution at the SGM to approve the Master Agreement (including the Annual Caps) and the transactions contemplated thereunder.

Yours faithfully,

For and on behalf of

the Independent Board Committee of

Beijing Gas Blue Sky Holdings Limited

Mr. Lim Siang Kai	Mr. Wee Piew	Mr. Ma Arthur	Mr. Cui Yulei	Ms. Hsu Wai Man
		On-hing		Helen
Independent	Independent	Independent	Independent	Independent
non-executive Director	non-executive Director	non-executive Director	non-executive Director	non-executive Director

- 15 -

LETTER FROM MESSIS CAPITAL

The following is the full text of the letter from the Independent Financial Adviser setting out the advice to the Independent Board Committee and the Independent Shareholders in respect of the Master Agreement and the transactions contemplated thereunder, which has been prepared for the purpose of inclusion in this circular.

14 April 2021

To: The Independent Board Committee and the Independent Shareholders of Beijing Gas Blue Sky Holdings Limited

Dear Sir/Madam,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the continuing connected transactions under the Master Agreement, details of which are set out in the letter from the Board (the ''Letter from the Board'') contained in the circular of the Company dated 14 April 2021 (the ''Circular''), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

As at the Latest Practicable Date, Beijing Gas, the controlling Shareholder of the Company holding approximately 41.13% of the issued share capital of the Company, was indirectly wholly- owned by BGGCL. Therefore, BGGCL is a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Master Agreement would therefore constitute continuing connected transaction for the Company under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Annual Caps exceed 5% and the maximum annual consideration is more than HK$10,000,000, the transactions contemplated under the Master Agreement constitute non-exempt continuing connected transactions for the Company and are subject to the reporting, announcement, and Independent Shareholders' approval requirement pursuant to Chapter 14A of the Listing Rules.

- 16 -

LETTER FROM MESSIS CAPITAL

The Independent Board Committee comprising all of the independent non-executive Directors, has been established to advise the Independent Shareholders in respect of the Master Agreement (including the Annual Caps) and the transactions contemplated thereunder are fair and reasonable and whether the Master Agreement (including the Annual Caps) and the transactions contemplated thereunder are in the interests of the Company and the Shareholders as a whole.

We, Messis Capital Limited, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on (i) whether the terms of the Master Agreement are fair and reasonable; (ii) the Annual Caps are on normal commercial terms and in the ordinary and usual course of business of the Group, and fair and reasonable so far as the Independent Shareholders are concerned; and (iii) whether the Independent Shareholders should vote in favour of the approval of the Master Agreement and the transactions contemplated thereunder, together with the Annual Caps at the SGM.

OUR INDEPENDENCE

As at the Latest Practicable Date, we did not have any relationship with or interest in the Company and any other parties that could reasonably be regarded as relevant to our independence. During the past two years, we have not been appointed as an independent financial adviser of the Company. Apart from normal professional fees payable to us in connection with this appointment as the Independent Financial Adviser, no arrangement exists whereby we will receive any fees or benefits from the Company or any other parties that could reasonably be regarded as relevant to our independence and we are independent from the Company pursuant to Rule 13.84 of the Listing Rules.

BASIS OF OUR OPINION

In formulating our opinion and recommendations, we have relied on the statements, information and representations contained in the Circular and the information and representations provided to us by the Company, the Directors and the management of the Company. We have assumed that all information, representations and opinions contained or referred to in the Circular and all information and representations which have been provided by the Company, the Directors and the management of the Company for which they are solely and wholly responsible, are true and accurate at the time they were made and will continue to be accurate as at the Latest Practicable Date. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the circular, or the reasonableness of the opinions expressed by the Company, its adviser and/or the Directors, which have been provided to us. We have also relied on certain information available to the public and have assumed such information to be accurate and reliable and there are no reasons to doubt the accuracy and reliability of such public information.

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LETTER FROM MESSIS CAPITAL

The Circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in the Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement therein or the document misleading.

Our review and analyses were based upon, among other things, the information provided by the Company including the Announcement, the Master Agreement, this circular and the annual report of the Company for the year ended 31 December 2018 (the ''2018 Annual Report'') and for the year ended 31 December 2019 (the ''2019 Annual Report''), and the interim report of the Company for the six months ended 30 June 2020 (the ''2020 Interim Report''). We consider that we have performed all the necessary steps to enable us to reach an informed view and to justify our reliance on the information provided so as to provide a reasonable basis for our opinion. We have not, however, carried out any independent verification of the information provided by the Company, the Directors and the management of the Company, nor have we conducted any independent investigation into the business and affairs of the Group and any parties in relation to the Master Agreement.

This letter is issued for the information of the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the Master Agreement and the transactions contemplated thereunder. Except for its inclusion in the Circular, this letter is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purposes, without our prior written consent.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion regarding the Master Agreement and transactions contemplated thereunder, we have considered the following principal factors and reasons:

1. Background of the Master Agreement

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LETTER FROM MESSIS CAPITAL

Information of the Group

The Group is principally engaged in (i) development and operation of city gas projects; (ii) direct supply of LNG to industrial end users; (iii) trading and distribution of compressed natural gas (''CNG'') and LNG; and (iv) operating CNG and LNG refueling stations for vehicles.

Below is the summary of the financial information of the Group for the years ended 31 December 2017, 2018 and 2019 and for the six months ended 30 June 2019 and 2020 extracted from the 2018 Annual Report, 2019 Annual Report and the 2020 Interim Report:

				Six months ended
	Year ended 31 December	30 June
	2017	2018	2019	2019	2020
	HK$'000	HK$'000	HK$'000	HK$'000	HK$'000
	(audited)	(audited)	(audited)	(unaudited)	(unaudited)
Revenue	1,451,140	2,148,480	2,676,129	1,882,630	1,212,557
Profit/(loss) before
taxation	(59,842)	259,188	97,038	162,305	87,445
Profit/(loss) after
taxation from
continuing operations	(65,633)	261,516	73,870	160,111	81,464
	As at 31 December		As at 30 June
	2017	2018	2019	2019	2020
	HK$'000	HK$'000	HK$'000	HK$'000	HK$'000
	(audited)	(audited)	(audited)	(unaudited)	(unaudited)
Total assets	5,939,563	8,228,330	8,657,336	8,844,963	8,995,858
Total liabilities	2,529,655	3,114,934	4,086,259	3,702,724	4,503,241
Total equity	3,409,908	5,113,396	4,571,077	5,142,239	4,492,617

Information of BGGCL

BGGCL is a company established in the PRC with limited liability whose principal activities include natural gas production and distribution services. BGGCL is wholly-owned by Beijing Enterprises Holdings Limited, which in turn is ultimately wholly-owned by the State-owned Assets Supervision and Administration Commission of the People's Government of Beijing Municipality. Beijing Enterprises Holdings Limited is a company listed on the Main Board of the Stock Exchange (Stock Code: 392). Beijing Enterprises Holdings Limited, together with its subsidiaries, are principally engaged in the distribution and sale of piped natural gas in the PRC.

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LETTER FROM MESSIS CAPITAL

2. Reasons for and benefits of entering into the Master Agreement

According to the 2018 Annual Report and the 2019 Annual Report, the gas sales volume and throughput volume of the Group significantly increased from 513.3 million cubic meter in year 2017 to 5,125.0 million cubic meters in 2018 and further increased to 7,306.2 million cubic meters in 2019, which was mainly attributable to the LNG business.

Based on the website of BGGCL, we understood that BGGCL is the largest supplier and services provider of piped natural gas in China and has developed an extensive gas supply network in China. It has a large scale of pipeline network with approximately 24,600 kilometres of natural gas pipelines in operation, covering all urban areas in Beijing and over 95% of suburban counties in China. The Directors believes that the Master Agreement therefore enables the Company to secure a stable and alternative gas source of LNG and the pricing under the Master Agreement will be on terms no less favourable to the Company than those available from independent third parties.

As at the Latest Practicable Date, the Company did not commence any transaction under the Master Agreement, and will not commence any transactions under the Master Agreement until the SGM.

Taking into account (i) the Company is expanding the LNG business in the PRC as disclosed in the 2019 Annual Report; (ii) the solid background of BGGCL; and (iii) entering into Master Agreement enables the Company to secure a stable and alterative gas source of LNG, we are of the view that the entering into the Master Agreement is in the ordinary and usual course of business of the Group and are in the interests of the Company and the Shareholders as a whole.

3. Principal terms of the Master Agreement

Set out below are the principal terms of the Master Agreement:

Date: 25 February 2021 (after trading hours)

Parties

The Company; and
BGGCL

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LETTER FROM MESSIS CAPITAL

Term

Condition Precedent

The Master Agreement is conditional upon the fulfilment of the following conditions:

the Company has obtained all necessary internal approvals required for the Master Agreement (including the Annual Caps) and the transactions contemplated thereunder; and
the Company has obtained the approval on the Master Agreement (including the Annual Caps) and the transactions contemplated thereunder from the Independent Shareholders at the SGM in accordance with the bye- laws of the Company and the Listing Rules.

Basis of Pricing

The sale and purchase price of LNG under the Master Agreement is determined by arm's length negotiations based on normal commercial terms which are no less favourable to the Company than that available from Independent Third Parties and the purchase price of LNG shall be determined with reference to the market price quoted from the respective local LNG terminal.

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LETTER FROM MESSIS CAPITAL

We have obtained and reviewed the Master Agreement, which has clearly stated that the purchase price of the LNG shall be determined with reference to the market price quoted from the respective local LNG terminal. Furthermore, according to the Letter from the Board, the purchase price shall be no less favourable than the price that is available from Independent Third Parties. We therefore concur with the Directors' view that the terms of the Master Agreement are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned.

4. Annual Caps under the Master Agreement

Set out below is the Annual Caps of the transactions contemplated under the Master Agreement for each of the three years ending 31 December 2023:

	For the year	For the year	For the year
	ending	ending	ending
	31 December 2021	31 December 2022	31 December 2023
Annual Caps	HK$954,135,000	HK$1,105,650,000	HK$1,228,500,000
Estimated usage
under the Master
Agreement	233,000 tons	270,000 tons	300,000 tons

As mentioned in the Letter from the Board, the Annual Caps are determined based on

the estimated sales volume of LNG by the Company; (ii) the current market price of LNG of approximately RMB3,500 per ton; and (iii) the historical sales volume of the Group so as not to over rely on BGGCL.

The actual settlement amount shall be based on the actual sale and purchase amount of LNG between the parties to the Master Agreement.

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LETTER FROM MESSIS CAPITAL

Our assessments on the Annual Caps and its basis

In assessing the reasonableness of the Annual Caps for the three years ending 31 December 2023, we have considered the following principal factors:

Market price of the LNG

As disclosed in the Letter from the Board, the Annual Caps are determined based on (i) the estimated sales volume of LNG by the Company; and (ii) the current market price of LNG of approximately RMB3,500 per ton.

Set out below is the graph showing the historical market prices of LNG according to the public information available on the website of the Shanghai Petroleum and Natural Gas Exchange, a national energy trading platform established with the approval of the Shanghai Municipal People's Government and is under the direct guidance of the National Development and Reform Commission and the National Energy Administration, during the period from 26 February 2020 to 25 February 2021 (the ''Review Period''), being approximately a year prior to the date of the Master

Agreement.
	Price of LNG in China
	7000
	6000
	5000
RMB/ton	4000
3000

	2000
	1000
	0

Source: the Shanghai Petroleum and Natural Gas Exchange (https://www.shpgx.com)

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LETTER FROM MESSIS CAPITAL

Based on the graph above, the price of LNG fluctuated in a range from approximately RMB2,497 per ton to approximately RMB3,994 per ton during the period from February 2020 to November 2020. The price of LNG has reached its peak of approximately RMB6,634 per ton on 23 December 2020. The price of LNG has since then gradually decreased to approximately RMB3,310 per ton as at the date of the Master Agreement. We note that the average price of LNG during the Review Period amounted to approximately RMB3,372 per ton and the current market price of RMB3,500 per ton as taken into account by the Company in determining the Annual Caps is similar to the average price during the Review Period. Given the price of LNG has been fluctuating around the average price of RMB3,310 per ton for most of the months during the Review Period, we consider that making reference to the current market price of RMB3,500 per ton is fair and reasonable.

Growth of business and market outlook

We note that the Annual Caps for the period commencing from 25 February 2021 to 31 December 2021 will increase from approximately HK$954.1 million to approximately HK$1,105.7 million for the year ending 31 December 2022, and will further increase to approximately HK$1,228.5 million for the year ending 31 December 2023. The Annual Caps for the years ending 31 December 2022 and 2023 represent a year-to-year increase of approximately 16% and 11%, respectively.

We also noted from the Master Agreement that the maximum quantity of LNG to be purchased for the period commencing from 25 February 2021 to 31 December 2021 and for the two years ending 31 December 2022 and 2023 amounted to 233,000 tons, 270,000 tons and 300,000 tons, respectively.

As advised by the Company, the Group's sales volume of LNG increased by approximately 88% from approximately 261,000 tons for the year ended 31 December 2018 to approximately 490,000 tons for the year ended 31 December 2019 and decreased by approximately 22% to approximately 381,000 tons for the year ended 31 December 2020.

We have conducted an analysis on the Group's financial information and note that, for the year ended 31 December 2018, the Group recorded revenue of approximately HK$2,148.5 million, representing a growth of 48.1% as compared to the corresponding period of last year. As disclosed in the 2018 Annual Report, the increase in revenue was mainly attributable to a diversified income structure of the Group which contribute a growth in revenue generated from city gas business and LNG related business. For the years ended 31 December 2018 and 2019, the Group recorded revenue of approximately HK$2,148.5 million and HK$2,676.1 million, respectively, representing an increase of approximately 24.6%. According to the Annual Report 2019, the growth was mainly attributable to the acquisitions of

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LETTER FROM MESSIS CAPITAL

Zhejiang Bo Xin Energy Company Limited and Guangdong Xin Te Energy Company Limited during the year ended 31 December 2019. Further, as disclosed in the 2019 Annual Report, benefiting from the aforementioned acquisitions, the Group's LNG business achieved a year-on-year growth of 145.2% and the sales from its direct LNG supply business also achieved a year-on-year growth of approximately 51.3%.

For the six months ended 30 June 2020, revenue decreased by approximately 35.6% from approximately HK$1,882.6 million for the period ended 30 June 2019 to approximately HK$1,212.6 million. According to the 2020 Interim Report, the decrease in revenue was mainly due to the consequence of global COVID-19 pandemic and related economic disruption. Despite that, as disclosed in the 2020 Interim Report, the Company is of the view that demand for natural gas would increase steadily when the impact of COVID-19 pandemic weakens and overall economic environment of domestic market gradually recovers.

Based on the historical growth in the Group's revenue and sales volume of LNG from 2017 to 2019, and the decrease in revenue for the six months ended 30 June 2020 was due to the global COVID-19 pandemic and related economic disruption, we consider that the increase in the Annual Caps is in line with the historical growth of the Group.

Government policies

According to the 2019 Annual Report, with the introduction of government policies such as the ''Blue Sky Three-year Defensive plan'' and ''Coal-to-Gas Policy'' in order to facilitate control of environmental pollution and to stimulate demands for natural gas, the demands of clean energies experienced rapid growth and LNG played an increasingly important role in the supply of natural gas in China. It is also stated in the ''14th Five-Year Plan'' that clean and low-carbon energy will be the long-term strategic focus in China, and the state should develop and deploy production, supply and sales system for natural gas, and speed up the construction of key production bases for natural gas to keep its dependence on external resources to a reasonable level.

We are of the view that the aforementioned supportive policies promote the use of LNG and favour the future growth in demand for LNG.

Taken into account (i) the increase in Annual Caps is in line with the historical growth in the Group's revenue and sales volume of LNG, except for the decrease for the six months ended 30 June 2020 which was due to the global COVID-19 pandemic; and (ii) the supportive regulatory policies to the LNG market in the PRC, we concur with the Directors' view that the Annual Caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole to set the Annual Caps at the proposed levels.

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LETTER FROM MESSIS CAPITAL

5. Internal control measures of the Company

As stated in the Letter from the Board, before the Company purchases any LNG from any suppliers, the procurement department of the Company will consider (i) the prevailing market prices quoted from the respective local LNG terminal; and (ii) the estimated quantity of LNG to be used by the Company. The procurement department of the Company will then request BGGCL, along with not less than two potential suppliers who are Independent Third Parties, to provide the quotations (including proposals) in respect of the requested quantity of LNG. Following the receipt of quotations from BGGCL, and other potential suppliers who are Independent Third Parties, the Group will evaluate and compare the price quotations with the prevailing market prices quoted from the respective local LNG terminal, as well as taken into account factors such as quality of LNG and ability of the suppliers in meeting technical specifications and delivery schedules. If the Company determine the purchase price of LNG offered by BGGCL is acceptable after the evaluation, both parties will sign on a purchase order to confirm the mutual agreed purchase price and quantity of LNG and delivery arrangement.

We were given to understand from the management of the Company that the procurement officer from the procurement department of the Company will obtain quotation from BGGCL and not less than two other suppliers which are independent third parties. The quotation will then be reviewed and approved by the procurement manager and then by the general manager of the respective subsidiary, if the terms are acceptable. As no transactions will be conducted under the Master Agreement until the conclusion of the SGM, we have obtained and reviewed three approval forms for purchases from independent third parties suppliers that were initiated in March 2021 and note that similar internal control is in place, with the procurements properly reviewed and approved by the relevant persons. We were also given to understand that segregation of duties between the Company and BGGCL is implemented, with the procurement department of the Company and sales department of BGGCL operating independently and there is no overlapping of the relevant procurement and sales personnel (including execution and approval) between the Company and BGGCL. As such, we are of the view that the internal control measures in place would ensure the price offered by BGGCL will be no less favourable to the Company than the purchase price of LNG offered by other suppliers, who are Independent Third Parties

According to the 2019 Annual Report, the Company had also implemented various internal control procedures to monitor continuing connected transactions, including (i) the independent non-executive Directors will conduct a review each year on the continuing connected transactions and confirm that the relevant transactions have been conducted in the ordinary and usual course of business of the Group, on normal commercial terms or better, and in accordance with the agreements governing them on terms that are fair and reasonable and in the interests of the Shareholders as a whole; and (ii) the auditor of the Company will review the continuing connected transactions with respect to the pricing policies and annual caps.

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LETTER FROM MESSIS CAPITAL

We have further discussed with the management of the Company and were given to understand that the Company will continue to adhere to the internal control measures, which are set out in the Letter from the Board, in monitoring the transactions contemplated under the Master Agreement. Having considered that the abovementioned internal control measures will also be implemented to the transactions with BGGCL, in particular, the independent non-executive Directors shall review the continuing connected transactions annually and the auditors of the Company will also review the continuing connected transactions, we are in the view that that above procedures to be adopted by the Company could safeguard the interest of the Company and the Shareholders as a whole.

RECOMMENDATION

Having considered the above factors and reasons, we are of the view that (i) the transactions contemplated under the Master Agreement are in the ordinary and usual course of business of the Group and are in the interests of the Company and the Shareholders as a whole; (ii) the terms of the Master Agreement are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned; and (iii) the Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, we recommend the Independent Board Committee to recommend the Independent Shareholders, to vote in favour of the relevant resolution to be proposed at the SGM to approve the Master Agreement and transactions contemplated thereunder and the Annual Caps, and we recommend the Independent Shareholders to vote in favour of the resolution in this regard.

Yours faithfully,

For and on behalf of

Messis Capital Limited

Erica Law

Director

Ms. Erica Law is a licensed person registered with the Securities and Future Commission of Hong Kong and a responsible officer of Messis Capital Limited to carry out type 6 (advising on corporate finance) regulatory activity under the SFO and has over 12 years of experience in corporate finance industry.

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APPENDIX

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquires, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

Directors' and chief executive's interests and short positions in the securities of the Company and its associated corporations

As at the Latest Practicable Date, the interests and short positions of the Directors in the Shares, warrants, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they are taken or deemed to have under such provisions of the SFO), or which were required as recorded in the register required to be kept under section 352 of the SFO, or which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the ''Model Code'') as set out in the Appendix

10 to the Listing Rules were as follows:

Directors' interests and short positions in shares, underlying shares and debentures of the Company

				Approximate
		Number of	percentage of
Name of Director	Nature of interest	shares(Note 1)	shareholding
Mr. Cheng Ming Kit	Beneficial owner	108,249,824	(L)	0.83%
(''Mr. Cheng'')	Interest of controlled	687,100,256	(L)	5.29%
(duties	corporation
suspended) (Note 2)	Interest in share options	9,962,690	(L)	0.08%
	of the Company
	Beneficial owner	273,750,000	(L)	2.11%
Mr. Lim Siang Kai	Interest in share options	2,490,670	(L)	0.02%
	of the Company
Mr. Wee Piew	Interest in share options	2,490,670	(L)	0.02%
	of the Company

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APPENDIX

GENERAL INFORMATION

Notes:

The letters ''L'' denote a long position in the shares of the Company.
As disclosed in the announcements of the Company dated 17 January 2021 and 19 January 2021, the Board has resolved to suspend Mr. Cheng's duties and powers as a non-executive director and the deputy chairman of the Board of the Company from 16 January 2021 until further notice.
Mr. Cheng holds 100% interest in Grand Powerful Group Limited and is deemed to be interested in 584,148,256 Shares held by Grand Powerful Group Limited and 100% interest in China Print Power Limited and is deemed to be interested in 102,952,000 Shares held by China Print Power Limited. Mr. Cheng personally holds 108,249,824 Shares and shall purchase up to 153,750,000 Shares upon request from an option holder. Mr. Cheng is having a right derived from an option to purchase up to 120,000,000 Shares from another option holder.

As at the Latest Practicable Date, save for Mr. Zhi Xiaoye who is currently a vice president of Beijing Enterprises Holdings Limited and a director and general manager of BGGCL, none of the Directors is a director or employee of a company which has an interest or short position in the Shares and underlying Shares of the Company which would fall to be disclosed to the Company under the provision of Division 2 and 3 of Part XV of SFO.

Directors' interests and short positions in shares, underlying shares and debentures of any associated corporation of the Company

		As at the Latest Practicable Date
	Name of	Number of	Percentage of
Name of Director	associated corporation	Shares	shareholding
Mr. Cheng	Grand Powerful Group	1	100%
	Limited
	China Print Power Limited	10,000	100%

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APPENDIX

GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or any chief executive of the Company and their associates had an interest or short position in any Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which would have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he or she has taken or deemed to have under such provisions of the SFO) or which was required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or pursuant to the Model Code to be notified to the Company and the Stock Exchange.

Persons who have an interest or short position which is discloseable under Divisions 2 and 3 of Part XV of the SFO

As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 336 of SFO, and so far as is known to any Directors or chief executives of the Company, the following persons/corporations (other than the Directors and the chief executive officer of the Company) had, or were deemed or taken to have, an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO:

Long positions of substantial shareholders' interests and short positions in shares and underlying shares of the Company

				Approximate
				percentage of
Name of Director	Nature of interest	Number of shares(Note 1)	shareholding
Grand Powerful Group	Beneficial owner	584,148,256	(L)	4.50%
Limited (Note 2)
Beijing Gas Company	Beneficial owner	5,341,042,131	(L)	41.13%
Limited (Note 3)
Beijing Gas Group	Interest of controlled	5,341,042,131	(L)	41.13%
Co., Ltd. (Note 3)	corporation
Beijing Enterprises Group	Interest of controlled	5,341,042,131	(L)	41.13%
Company Limited (Note 3)	corporation
Mr. Lee Tsz Hang (Note 4)	Beneficial owner	564,845,000	(L)	4.35%
	Interest of controlled	213,032,000	(L)	1.64%
	corporation

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APPENDIX

GENERAL INFORMATION

Notes:

The letters ''L'' denote a long position in the shares of the Company.
Grand Powerful Group Limited is wholly-owned by Mr. Cheng. The interest disclosed represented the same interest as part of the corporate interest of Mr. Cheng as disclosed under the section headed
''2.(a) Directors' and chief executive's interests and short positions in the securities of the Company and its associated corporations'' above.
Beijing Enterprises Group Company Limited indirectly controlled Beijing Gas through BGGCL and is deemed to be interested in 5,341,042,131 Shares. Mr. Zhi Xiaoye, the non-executive Director and chairman of the Board, is currently the vice president of Beijing Enterprises Holdings Limited (Stock Code: 392.HK) and a director and general manager of BGGCL.
Mr. Lee Tsz Hang holds 100% interest in Win Ways Investment Limited and is deemed to be interested in 213,032,000 Shares held by Win Ways Investment Limited. Mr. Lee Tsz Hang personally holds 564,845,000 Shares.

Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware of any person had or were deemed or taken to have, an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO.

5. DIRECTORS' SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had a service contract with the Company which is not determinable by the Company within one year without payment of compensation, other than statutory compensation.

6. DIRECTORS' INTERESTS IN CONTRACTS AND ASSETS

Since 31 December 2019, being the date to which the latest published audited financial statements of the Group were made up, save as the fact that the Company's non-executive Director, Mr. Zhi Xiaoye who is currently a vice president of Beijing Enterprises Holdings Limited (Stock Code: 392.HK) and a director and general manager of BGGCL, none of the Directors or proposed Directors has, or has had, any direct or indirect interest in any assets which have been acquired or disposed of by or leased to, or proposed to be acquired or disposed of by or leased to, any member of the Group.

In addition, save as disclosed above, none of the Directors is materially interested in any contract or arrangement entered into by any member of the Group subsisting as at the Latest Practicable Date which was significant in relation to the business of the Group taken as a whole.

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APPENDIX

GENERAL INFORMATION

7. MATERIAL CONTRACTS

Save as disclosed below, there are no material contracts (not being contracts entered into in the ordinary course of business) which have been entered into by the Group within two years immediately preceding the date of this circular:

a share purchase agreement and a joint venture agreement dated 3 July 2020, entered into among 深圳翡達能源有限公司 (Shenzhen Feida Energy Co., Ltd.*, ''Shenzhen Feida'', an indirect wholly-ownedsubsidiary of the Company), SK E&S HongKong Corporation Limited (''SK E&S HongKong'') and the Company (as guarantor), pursuant to which Shenzhen Feida conditionally agreed to sell and SK E&S HongKong conditionally agree to acquire 30% equity interest in 寧波北侖博臣能源貿易有限公司
(Ningbo Beilun Bochen Energy Trading Co., Ltd.*, ''Ningbo Beilun'') at a consideration of RMB37.5 million (equivalent to approximately HK$40.9 million) (the
''Disposal I''); and in relation to the operation and management matters of Ningbo Beilun upon completion of the Disposal I, respectively. Details of the transactions were disclosed in the announcement of the Company dated 3 July 2020;
a share purchase agreement and a joint venture agreement dated 3 July 2020, entered into among 深圳金置富能源有限公司 (Shenzhen Jinzhifu Energy Co., Ltd.*,
''Shenzhen Jinzhifu'', an indirect wholly-owned subsidiary of the Company), SK E&S HongKong and the Company (as guarantor), pursuant to which Shenzhen Jinzhifu conditionally agreed to sell; and SK E&S HongKong conditionally agree to acquire 30% equity interest in 湖州博臣天然氣有限公司 (Huzhou Bochen Natural Gas Co., Ltd.*, ''Huzhou Bochen'') at a consideration of RMB30.0 million (equivalent to approximately HK$32.7 million) (the ''Disposal II''); and in relation to the operation and management matters of Huzhou Bochen upon completion of the Disposal II, respectively. Details of the transactions were disclosed in the announcement of the Company dated 3 July 2020; and

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APPENDIX

GENERAL INFORMATION

a share purchase agreement and a joint venture agreement dated 3 July 2020, entered into among 深圳展頂技術服務有限公司 (Shenzhen Zhanding Technical Service Co., Ltd.*, ''Shenzhen Zhanding'', an indirect wholly-owned subsidiary of the Company), SK E&S HongKong and the Company (as guarantor), pursuant to which Shenzhen Zhanding conditionally agreed to sell and SK E&S HongKong conditionally agree to acquire 30% equity interest in 浙江博信能源有限公司 (Zhejiang Boxin Energy Co., Ltd.*, ''Zhejiang Boxin'') at a consideration of RMB61.5 million (equivalent to approximately HK$67.0 million) (the ''Disposal III''); and in relation to the operation and management matters of Zhejiang Boxin upon completion of the Disposal III, respectively. Details of the transactions were disclosed in the announcement of the Company dated 3 July 2020.

8. LITIGATION AND POSSIBLE LEGAL ACTION

As at the Latest Practicable Date, no member of the Group is engaged in any litigation or

claim of material importance and, so far as the Directors are aware, no litigation or claim of material importance is pending or threatened by or against any member of the Group.

9. COMPETING BUSINESS

As at the Latest Practicable Date, none of the Directors or their respective associates has any interests, either direct or indirect, in any assets which had been or were proposed to be acquired, disposed of by or leased to any member of the Group since 31 December 2019, the date to which the latest published audited financial statements of the Company were made up, nor do they have any interest in any business that competes or is likely to compete with the business of the Group.

10. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2019, the date to which the latest published audited consolidated financial statements of the Group were made up.

- 33 -

APPENDIX

GENERAL INFORMATION

11. EXPERT AND CONSENT

The following is the qualifications of the expert who has given opinions or advices which are contained or referred to in this circular:

Name	Qualification
Messis Capital Limited	a licensed corporation to carry on type 1 (dealing in
	securities) and type 6 (advising on corporate finance)
	regulated activities under the SFO

As at the Latest Practicable Date, Messis Capital had given and had not withdrawn its written consent to the issue of this circular with the inclusion herein of its opinions or reports or letters, as the case may be, and references to its names in the form and context in which they are included.

As at the Latest Practicable Date, Messis Capital did not have any shareholding in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

As at the Latest Practicable Date, Messis Capital did not have any interests, either direct or indirect, in any assets which had been or were proposed to be acquired, disposed of by or leased to any member of the Group since 31 December 2019, the date to which the latest published audited financial statements of the Company were made up.

12. MISCELLANEOUS

The registered office of the Company is situated at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.
The headquarters and the principal executive office of the Company is situated at Room 1411, 14/F, New World Tower I, 16-18 Queen's Road Central, Hong Kong.
The Hong Kong branch share registrar and transfer office of the Company is Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong.

- 34 -

APPENDIX

GENERAL INFORMATION

The company secretary of the Company is Ms. Annie Chen, who is a practising solicitor in Hong Kong with extensive experience in legal and company secretarial matters.
In the event of any inconsistency, the English texts of this circular and the accompanying form of proxy shall prevail over their respective Chinese texts.

13. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be made available for inspection at the office of the Company at Room 1411, 14/F, New World Tower I, 16-18 Queen's Road Central, Hong Kong during normal business hours on any Business Day from the date of this circular up to and including the date of the SGM:

this circular;
the Master Agreement;
the memorandum of association and the bye-laws of the Company;
the letter from the Independent Board Committee to the Independent Shareholders, the text of which is set out on pages 14 to 15 of this circular;
the letter from Messis Capital to the Independent Board Committee and the Independent Shareholders, the text of which is set out on pages 16 to 27 of this circular;
the material contracts referred to in the paragraph headed ''7. Material Contracts'' in this appendix;
the written consent(s) from expert(s) as referred to in the paragraph headed ''11. Expert and Consent'' in this appendix; and
the annual reports of the Company for the two financial years ended 31 December 2018 and 2019, and the interim report of the Company for the six months ended 30 June 2020.

- 35 -

NOTICE OF SGM

BEIJING GAS BLUE SKY HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 6828)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting (the ''SGM'') of Beijing Gas Blue Sky Holdings Limited (the ''Company'') will be held at Room 1210, 12/F, New World Tower I, 16-18 Queen's Road Central, Hong Kong at 11:00 a.m. on Wednesday, 5 May 2021 for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution of the Company:

ORDINARY RESOLUTION

1. ''THAT:

the execution of the master agreement dated 25 February 2021 (the ''Master Agreement'') entered into between 北京市燃氣集團有限責任公司 (Beijing Gas Group Co., Ltd.*, ''BGGCL'', being the ultimate holding company of Beijing Gas Company Limited which is the controlling shareholder of the Company) and the Company, pursuant to which BGGCL (or its designated subsidiaries or associates) agreed to sell and the Company (or its designated subsidiaries or associates) agreed to purchase LNG for a term of a period commencing from 25 February 2021 to 31 December 2023 (both days inclusive), and all transactions contemplated thereunder and in connection therewith and any other ancillary documents, be and are hereby approved, confirmed and ratified;
the annual caps of the transactions contemplated under the Master Agreement for each of the three financial years ending 31 December 2021, 2022 and 2023 be and are hereby approved; and

- 36 -

NOTICE OF SGM

any one director of the Company be and is hereby generally and unconditionally authorised for and on behalf of the Company to sign, seal, execute, perfect, perform and deliver all such documents, deeds, agreements and instruments, to agree to such amendments, variations or extension to the Master Agreement and do all such acts, matters and things and take all such steps as he may in his discretion consider necessary, expedient or desirable to implement and/or to give effect to the Master Agreement (and the transactions contemplated thereunder) as he may in his absolute discretion consider to be desirable and in the interests of the Company.''

	By order of the Board
	Beijing Gas Blue Sky Holdings Limited
	Zhi Xiaoye
	Chairman
Hong Kong, 14 April 2021
Registered office:	Principal place of business
Clarendon House	in Hong Kong:
2 Church Street	Room 1411, 14/F
Hamilton HM 11	New World Tower I
Bermuda	16-18 Queen's Road Central
	Hong Kong

Notes:

A Shareholders entitled to attend and vote at the SGM who is a holder of two or more shares is entitled to appoint no more than two proxies to attend and vote on his/her behalf. If a Shareholders is the Depository or a clearing house (in each case, as defined in the bye-laws of the Company) (or its nominees(s)), the Depository or a clearing house (or its nominees(s)) may appoint more than two proxies to attend and vote at the SGM. A proxy need not be a shareholder of the Company.
The proxy form must be lodged at the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the SGM or any adjournment thereof.
Where there are joint holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.
If the Shareholders is a corporation, the instrument appointing a proxy must be executed under seal or the hand of its duly authorised officer or attorney.

- 37 -

NOTICE OF SGM

For determining the entitlement of the Shareholders to attend and vote at the SGM, the register of members of the Company will be closed from Friday, 30 April 2021 to Wednesday, 5 May 2021, both days inclusive, during which no transfer of Shares will be effected. In order to be entitled to attend and vote at the SGM, all transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 4:30 p.m. on Thursday, 29 April 2021.
To safeguard the health and safety of the Shareholders and to prevent the spread of the novel coronavirus (COVID- 19), the Company will implement the following precautionary measures at the SGM:
1. compulsory body temperature check;
2. mandatory wearing of surgical face mask;
3. no refreshments or drinks will be served; and
4. no entry will be allowed to any person who is subject to mandatory quarantine order imposed by the HKSAR Government and any person who does not comply with the precautionary measures may be denied entry into the meeting venue.

Shareholders are encouraged to appoint the chairman of the SGM as their proxy to vote according to their indicated voting instructions as an alternative to attending the SGM in person.

Due to the constantly evolving COVID-19 pandemic situation, the Company may be required to change the arrangements for the SGM when appropriate. Shareholders should check the Company's website and/or the Stock Exchange's website for future announcements and updates on the arrangements for the SGM.

As at the date of this circular, the executive directors of the Company are Mr. Li Weiqi, Mr. Jin Qiang, Ms. Yang Fuyan and Mr. Ye Hongjun; the non-executive directors of the Company are Mr. Zhi Xiaoye and Mr. Cheng Ming Kit (duties suspended); and the independent non-executive directors of the Company are Mr. Lim Siang Kai, Mr. Wee Piew, Mr. Ma Arthur On-hing, Mr. Cui Yulei and Ms. Hsu Wai Man Helen.

- 38 -

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Beijing Gas Blue Sky Holdings Ltd. published this content on 14 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 April 2021 00:02:04 UTC.

Market Closed - Hong Kong S.E. Other stock markets 04:08:34 2024-07-17 am EDT			5-day change	1st Jan Change
0.036 ^HKD	-2.70%		0.00%	-29.41%

Jul. 03	Beijing Gas Blue Sky Unit Buys 49% Stake in Energy-Saving Technology Research Firm	MT
Jun. 21	Beijing Gas Blue Sky Unit Begins Construction on Energy Storage Project	MT

Beijing Gas Blue Sky Unit Buys 49% Stake in Energy-Saving Technology Research Firm	Jul. 03	MT
Beijing Gas Blue Sky Unit Begins Construction on Energy Storage Project	Jun. 21	MT
Beijing Gas Blue Sky Holdings Limited Reports Earnings Results for the Full Year Ended December 31, 2023	Mar. 27	CI
Beijing Gas Blue Sky’s Profit to Inflate 677% or More in 2023	Mar. 20	MT
Beijing Gas Blue Sky Holdings Limited Provides Group Earnings Guidance for the Year Ended 31 December 2023	Mar. 19	CI
China's power generators well prepared for surging winter demand	Dec. 21	RE
Beijing Gas Blue Sky Revamps Executives After Chairman Resignation	Dec. 21	MT
Beijing Gas Blue Sky Holdings Limited Announces Chief Executive Officer Changes	Dec. 20	CI
Beijing Gas Blue Sky Holdings Limited Announces Executive Changes	Dec. 20	CI
Beijing Gas Blue Sky to Acquire Engie's 49% Stake in Energy-Saving Technology Research Firm	Dec. 19	MT
CM International Financial Leasing Withdraws Case Against Beijing Gas Blue Sky Unit	Dec. 08	MT
Beijing Gas Blue Sky Holdings Names CFO	Nov. 06	MT
Beijing Gas Blue Sky Holdings Limited Announces Executive Changes	Nov. 03	CI
Beijing Gas Blue Sky Holdings Limited Appoints Li Xianning as Chief Financial Officer	Nov. 03	CI
Beijing Gas Blue Sky Holdings Limited Announces Board Changes	23-09-22	CI
Beijing Gas Blue Sky Holdings Limited Enters into A Facility Agreement	23-09-06	CI
Beijing Gas Blue Sky Holdings Limited Reports Earnings Results for the Half Year Ended June 30, 2023	23-08-30	CI
Beijing Gas Blue Sky Eyes Over HK$40 Million H1 Profit	23-08-25	MT
Beijing Gas Blue Sky Eyes Upto 150% Surge in H1 Profit	23-08-22	MT
Beijing Gas Blue Sky Holdings Limited Provides Consolidated Earnings Guidance for the Six Months Ended 30 June 2023	23-08-21	CI
Chinese cities raise residential gas prices after policy reform	23-07-11	RE
Beijing Gas Blue Sky Forges Tie-up with Energy Services Provider	23-06-15	MT
Beijing Gas Blue Sky Holdings Limited Reports Earnings Results for the Full Year Ended December 31, 2022	23-03-30	CI
Beijing Gas Blue Sky Holdings Mulls Stake Purchase in Energy Company	23-03-27	MT
Beijing Gas Blue Sky to Swing to Profit in 2022	23-03-22	MT

	1st Jan change	Capi.
BEIJING GAS BLUE SKY HOLDINGS LIMITED	-29.41%	108M
THE HONG KONG AND CHINA GAS CO LTD	+7.19%	14.99B
KUNLUN ENERGY COMPANY LIMITED	+15.34%	9.29B
ENN ENERGY HOLDINGS LIMITED	+5.30%	8.81B
CHINA RESOURCES GAS GROUP LIMITED	+10.35%	8.57B
ENN NATURAL GAS CO.,LTD.	+19.68%	8.46B
GRUPO ENERGÍA BOGOTÁ S.A. E.S.P.	+37.11%	6.04B
BROOKFIELD INFRASTRUCTURE CORPORATION	+11.03%	5.49B
SOUTHWEST GAS HOLDINGS, INC.	+16.51%	5.29B
GUJARAT GAS LIMITED	+38.20%	5.25B

Beijing Gas Blue Sky Holdings Limited

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