Adjustment to Conversion Price of Convertible Bonds

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.This announcement is for information purposes only and does not constitute an invitation or offer to acquire purchase or subscribe for any securities of the Company.(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1083) ADJUSTMENT TO CONVERSION PRICE OF CONVERTIBLE BONDS Reference is made to the announcement of Towngas Smart Energy Company Limited (the “Company”) dated 25 October 2021 (the “Transaction Announcement”) in relation to among other things the issue of the Convertible Bonds under general mandate and the announcements of the Company dated 12 July 2022 and 11 July 2023 in relation to among other things the adjustments to the Conversion Price of the Convertible Bonds. Unless otherwise defined herein capitalized terms used in this announcement shall have the same meanings as those defined in the Transaction Announcement.As a result of the issue of scrip shares at the value of HK$2.9 per Share pursuant to the scrip dividend scheme of the Company which allows Shareholders to elect to receive the final dividend of 16 HK cents per Share for the year ended 31 December 2023 wholly or partly by the allotment of new shares (the “Scrip Shares”) in lieu of cash the Conversion Price of the Convertible Bonds has been further adjusted from HK$6.18 per Share to HK$6.06 per Share (the “Adjusted Conversion Price”) with effect from 12 July 2024 which is the date of issue of the Scrip Shares. Save for such adjustment all other terms of the Convertible Bonds remain unchanged.As at the date of this announcement the total outstanding principal amount of the Convertible Bonds is RMB1835603119.35 (equivalent to HK$2217715500 at the Agreed Exchange Rate). Based on the Adjusted Conversion Price the maximum number of Shares to be issued by the Company upon full conversion of the Convertible Bonds will be increased from 358853640 Shares to 365959653 Shares. The additional 7106013 Shares (the “Additional Shares”) will be allotted and issued pursuant to the General Mandate granted to the Directors by the Shareholders on 27 May 2021 to allot and issue up to 593786966 Shares. As at the date of this announcement the Company had allotted 122862333 Shares pursuant to the General Mandate and it is expected that the limit of the General Mandate is still sufficient to cover the issue of the Shares (including the Additional Shares) upon full conversion of the Convertible Bonds. Application will be made by the Company to the Stock Exchange for the listing of and permission to deal in the Additional Shares on the Stock Exchange.- 1 -By Order of the Board Towngas Smart Energy Company Limited Elsa Wong Lai-kin Company Secretary Hong Kong 12 July 2024 As at the date of this announcement the Board comprises: Non-Executive Directors: Independent Non-Executive Directors: LEE Ka-kit (Chairman) Moses CHENG Mo-chi LIU Kai Lap Kenneth Brian David LI Man-bun LOH Kung Wai Christine Executive Directors: Peter WONG Wai-yee (Chief Executive Officer) Martin KEE Wai-ngai (Chief Operating Officer – Gas Business) John QIU Jian-hang (Chief Operating Officer – Renewable Business)