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.(Incorporated in Bermuda with limited liability) (Stock Code: 1193) RENEWAL OF CONTINUING CONNECTED TRANSACTIONS RENEWAL OF THE EXISTING FRAMEWORK AGREEMENT Reference is made to the announcement of the Company dated 22 June 2021 in relation to among other things the Existing Framework Agreement entered into in respect of the Energy Supply Transactions. As the Existing Framework Agreement will expire on 21 June 2024 and the Group intends to continue the relevant transactions upon the expiry of the relevant term on 21 June 2024 the Company has renewed the Existing Framework Agreement entered into by CR Gas Chenzhou (a subsidiary of the Company) and CR Sanjiu Chenzhou in respect of the Energy Supply Transactions for a term with effect from the date of the New Framework Agreement to 31 December 2025.CR Gas Chenzhou an indirect wholly-owned subsidiary of the Company and CR Sanjiu Chenzhou an indirect non-wholly-owned subsidiary of CR Pharmaceutical entered into the New Framework Agreement pursuant to which CR Gas Chenzhou will supply and CR Sanjiu Chenzhou will purchase energy for supply of cooling and heating steam and part of electricity to the Southern China production manufacturing centre of CR Sanjiu Chenzhou.LISTING RULES IMPLICATIONS As at the date of this announcement CRH the controlling shareholder of the Company is also a controlling shareholder of CR Pharmaceutical by virtue of being interested in approximately 53.05% of the issued share capital of CR Pharmaceutical and which in turn is interested in approximately 63.00% of the issued share capital of CR Sanjiu. Accordingly CR Sanjiu and its subsidiary CR Sanjiu Chenzhou are connected persons of the Company and the Energy Supply Transactions contemplated under the New Framework Agreement will constitute continuing connected transactions of the Company.As one or more applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Energy Supply Transactions exceed 0.1% but are all less than 5% the New Framework Agreement the transactions contemplated thereunder and the proposed annual caps are subject to the reporting announcement and annual review requirements but exempted from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. 1RENEWAL OF THE EXISTING FRAMEWORK AGREEMENT Reference is made to the announcement of the Company dated 22 June 2021 in relation to among other things the Existing Framework Agreement entered into in respect of the Energy Supply Transactions. As the terms of the Existing Framework Agreement will expire on 21 June 2024 and the Group intends to continue the relevant transactions upon the expiry of the respective terms on 21 June 2024 the Company has renewed the Existing Framework Agreement entered into by CR Gas Chenzhou (a subsidiary of the Company) and CR Sanjiu Chenzhou in respect of the Energy Supply Transactions for a term with effect from the date of the New Framework Agreement to 31 December 2025.THE NEW FRAMEWORK AGREEMENT Details of the New Framework Agreement are as follow: Date: 21 June 2024 Parties: (1) CR Gas Chenzhou an indirect wholly-owned subsidiary of the Company established in the PRC; and (2) CR Sanjiu Chenzhou a direct wholly-owned subsidiary of CR Sanjiu established in the PRC.Nature of transaction: Pursuant to the New Framework Agreement CR Gas Chenzhou is responsible for the investment construction and operation of the Energy Station constructed on the Land provided by CR Sanjiu Chenzhou and CR Gas Chenzhou supplies energy for cooling and heating steam and part of electricity to the Southern China production manufacturing centre of CR Sanjiu Chenzhou.Term of the Framework The New Framework Agreement will become effective from the Agreement: date of the agreement to 31 December 2025.Prior to the expiration of the term of the New Framework Agreement the part ies shall submit the Energy Supply Transactions under the New Framework Agreement to the authorities of their respective holding companies being the Company (in the case of CR Gas Chenzhou) and CR Sanjiu (in the case of CR Sanjiu Chenzhou) for consideration and the parties shall procure the authorities of their respective holding companies to approve the extension of the term of the New Framework Agreement each extension shall not exceed three years or such other duration permitted under the applicable laws and regulations and the relevant extensions of terms are subject to the applicable laws and regulations as well as obtaining the approval of the independent shareholders of the Company (where applicable). The same extension mechanism applies to each and every extended term of the New Framework Agreement. If the parties fail to obtain the above approvals from their respective holding companies the Framework Agreement shall automatically lapse on the expiry date of the Framework Agreement. 2In the event that the New Framework Agreement is not extended in accordance with the terms of the New Framework Agreement or that the New Framework Agreement is terminated through no fault of CR Gas Chenzhou subject to compliance with all relevant rules and regulations by CR Gas Chenzhou and the Company (including the applicable requirements under the Listing Rules) CR Gas Chenzhou shall transfer to CR Sanjiu Chenzhou the construction of the Energy Station constructed pursuant to the New Framework Agreement in accordance with applicable rules governing the transfer of state-owned assets; in addition subject to compliance with applicable approving procedures CR Sanjiu Chenzhou shall compensate CR Gas Chenzhou based on the remainder of the term for energy supply as contemplated by the parties.Prices for energy consumption The prices to be paid by CR Sanjiu Chenzhou in respect of its and basis of pricing: energy consumption under the New Framework Agreement will be as follows:– Electricity: the price of the national electricity grid of Hunan Province of the PRC minus RMB0.02 per kwh.Steam: RMB313.07 per tonne which is calculated based on the price of steam produced by natural gas boilers per tonne and the price of steam produced by biomass boilers per tonne. The price of steam produced by natural gas boilers is in turn based on the price of industrial natural gas announced by Chenzhou Municipal Development and Reform Commission in China and costs of operation of the boilers as at the date of the New Framework Agreement. Since there is no market-guided public price for steam produced by biomass boilers the price of steam produced by biomass boilers is in turn based on the predicted theoretical costs plus reasonable profit (with reference to the profit margin of steam produced by natural gas boilers in the transactions contemplated under the Framework Agreement) as at the date of the New Framework Agreement.Provision of cooling energy: RMB0.34 per kwh which is calculated based on the price of natural gas announced by Chenzhou Municipal Development and Reform Commission in China for industrial use and costs of operation of the boilers as at the date of the New Framework Agreement the average daily price of the national electricity grid of Hunan Province of the PRC as at the date of the New Framework Agreement various coefficients relating to creation of energy for cooling and costs of relevant operations. 3Provision of heating energy: RMB0.66 per kwh which is calculated based on the price of natural gas announced by Chenzhou Municipal Development and Reform Commission in China for industrial use and costs of operation of the boilers as at the date of the New Framework Agreement various coefficients relating to creation of energy for heating and costs of relevant operations.Pursuant to the New Framework Agreement if there is any change in the price of natural gas for industrial use as announced by the Chenzhou Municipal Development and Reform Commission in China in determining the above price the parties agree to separately negotiate the price of energy supply.The parties agree that the prices for energy supply pursuant to the New Framework Agreement shall in no event exceed market prices.Payment: CR Gas Chenzhou will be responsible for installation and maintenance of meters to be used for measuring the amount of energy consumption under the New Framework Agreement. Both parties will record and confirm meter readings on a monthly basis.CR Sanjiu Chenzhou agrees to make monthly payments for its energy consumption in advance based on the estimated amount of energy to be consumed for the relevant month and settle the balance for the amount specified in the bill based on the records on the actual energy consumed for the relevant month.HISTORICAL TRANSACTION AMOUNT AND ANNUAL CAPS The annual caps and historical amounts under the Existing Framework Agreement for the two years ended 31 December 2023 and six months ended 20 June 2024 are set out below: Historical Annual Cap Transaction Amount (RMB million) (RMB million) For the year ended 31 December 2022 33 0 For the year ended 31 December 2023 65 5.2 From 1 January 2024 to the expiry date of the Existing Framework Agreement (but up to 20 June 2024 for the Actual Transaction Amount) 33 10.5 In determining the annual caps the Company has considered multiple factors including historical transaction amount the expected energy demand calculated by the expected size and operating scale of the Southern China manufacturing centre as advised by CR Sanjiu Chenzhou and related pricing of energy. 4Within the term of the New Framework Agreement the annual caps of Energy Supply Transactions between the Group and CR Sanjiu Chenzhou are as follows: Annual Cap (RMB million) For the year ending 31 December 2024 25 For the year ending 31 December 2025 65 The estimates of the annual caps above are the aggregate amount of the maximum consideration of purchases under the Energy Supply Transactions contemplated under the New Framework Agreement each of such maximum consideration is calculated based on the prices per unit of energy to be sold and purchased under the New Framework Agreement as set out in the sectionheaded “THE NEW FRAMEWORK AGREEMENT – Prices for energy consumption and basis ofpricing” multiplied by the estimated amount of energy to be purchased and supplied during each relevant period under the New Framework Agreement.The Company considered that the terms of the transactions contemplated under the New Framework Agreement are on normal commercial terms.INTERNAL CONTROL MEASURES To ensure that the Company complies with the New Framework Agreement from time to time the Company will adopt a series of internal control measures in its daily operations. These internal control measures will be carried out and monitored by the financial department legal department and audit department of the Company and the measures of which include: 1. the Company has adopted and implemented a connected transaction management system in respect of the connected transactions according to which the legal department and the financial department are responsible for collecting information in relation to the connected transactions and monitoring connected transactions that have occurred quarterly assessing the fairness of transaction terms and pricing terms quarterly and ensuring that all transactions under the New Framework Agreement comply with the terms of the New Framework Agreement; 2. the independent non-executive directors of the Company will review the continuing connected transactions under the New Framework Agreement to ensure that the New Framework Agreement is concluded on normal commercial terms is fair and reasonable and is performed in accordance with the terms of the New Framework Agreement. The Company’s auditors will also conduct an annual review of the pricing and annual caps of the continuing connected transactions under the New Framework Agreement; and 3. the internal audit department of the Company will monitor and evaluate on a regular basis whether the process of connected transaction complies with the Company’s internal control requirements. 5REASONS FOR AND BENEFITS OF THE NEW FRAMEWORK AGREEMENT The Group is principally engaged in downstream gas distribution in the PRC. The Directors believe that by providing integrated energy supply through the use of natural gas decentralized energy and multiple thermal energy in the transactions contemplated under the New Framework Agreement the scope of energy supply can be expanded as compared to the usual gas supply of the Group providing the Group with an opportunity to develop and provide energy to new customers which is consistent with the business and commercial objectives of the Group in exploring market opportunities for gas and gas related products and services in the PRC and is beneficial to the Group by bringing in an additional source of revenue and profits.The Directors (including all independent non-executive Directors) have approved the execution of the New Framework Agreement and the transactions contemplated thereunder. They are of the opinion that the Energy Supply Transactions contemplated under the New Framework Agreement entered into between CR Gas Chenzhou and CR Sanjiu Chenzhou and the general terms and conditions of the New Framework Agreement are: (i) in the ordinary and usual course of business of the Company; (ii) on normal commercial terms (on arm’s length basis) or on terms no less favourable to the Group than terms available to or from independent third parties; and (iii) the terms of the New Framework Agreement (including the proposed annual caps) are fair and reasonable and the transactions contemplated under the New Framework Agreement are in the interests of the Company and the Shareholders as a whole.Each of the Directors has confirmed that he/she does not have any material interest in the transactions contemplated under the New Framework Agreement and no Director is required to abstain from voting on the board resolutions in respect of the New Framework Agreement (including the annual caps).INFORMATION ON THE PARTIES The Group and CR Gas Chenzhou The Company is incorporated in Bermuda with limited liability and its ultimate holding company is CRC a state-owned enterprise under the supervision of the SASAC. The principal businesses of the Company include the purchases and sales of natural gas the construction and operation of pipeline facilities comprehensive services combined cooling heating and power and gas for vehicles and vessels. The Company is an indirect non-wholly-owned subsidiary of CRH which indirectly held 61.46% interest in the Company as at the date of this announcement and CRH is ultimately beneficially owned by CRC. CRC is beneficially owned by the State-owned Assets Supervision and Administration Commission of the State Council of the PRC.CRC is a company established in the PRC with limited liability and a state-owned enterprise under the supervision of the SASAC. It is the holding company of CRH and a conglomerate operating various businesses in the PRC and Hong Kong including but not limited to consumer goods integrated energy urban construction and operation healthcare industrial finance technology and emerging industries.CR Gas Chenzhou is a company incorporated in the PRC with limited liability and an indirect wholly-owned subsidiary of the Company. It is an investment holding company. 6CR Sanjiu Chenzhou CR Sanjiu Chenzhou is a company incorporated in the PRC with limited liability and an indirect non-wholly-owned subsidiary of CR Pharmaceutical. CR Sanjiu Chenzhou is principally engaged in the manufacture and distribution of pharmaceutical products. It is a wholly-owned subsidiary of CR Sanjiu. As at the date of this announcement CR Sanjiu a company incorporated in the PRC with limited liability and listed on the Shenzhen Stock Exchange was indirectly owned as to approximately 63.00% by CR Pharmaceutical which is indirectly owned as to 53.05% by CRH which is ultimately beneficially owned by CRC.LISTING RULES IMPLICATIONS As at the date of this announcement CRH the controlling shareholder of the Company is also a controlling shareholder of CR Pharmaceutical by virtue of being interested in approximately 53.05% of the issued share capital of CR Pharmaceutical and which in turn is interested in approximately 63.00% of the issued share capital of CR Sanjiu. Accordingly CR Sanjiu and its subsidiary CR Sanjiu Chenzhou are connected persons of the Company and the Energy Supply Transactions contemplated under the New Framework Agreement will constitute continuing connected transactions of the Company.As one or more applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Energy Supply Transactions exceed 0.1% but are all less than 5% the New Framework Agreement the transactions contemplated thereunder and the proposed annual caps are only subject to the reporting announcement and annual review requirements but exempted from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.DEFINITIONS In this announcement unless the context requires otherwise the following terms shall have the meanings set out below: “associate” : has the meaning ascribed to it under the Listing Rules; “Board” : the board of directors of the Company; “Chenzhou Project” : the project involving the Energy Station Construction and the Energy Supply Transactions as contemplated; “Company” : China Resources Gas Group Limited (华润燃气控股有限公 司) a company incorporated in Bermuda with limited liability the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1193); “connected persons” : has the meaning ascribed to it under the Listing Rules;“continuing connected : has the meaning ascribed to it under the Listing Rules;transactions” “controlling shareholder” : has the meaning ascribed to it under the Listing Rules; 7“CRC” : 中国华润有限公司(China Resources Company Limited*) a company established in the PRC with limited liability a state- owned enterprise under the supervision of SASAC and the ultimate holding company of the Company; “CR Gas Chenzhou” : 郴州华润燃气有限公司 (Chenzhou China Resources Gas Company Limited*) a company incorporated in the PRC with limited liability an indirect wholly-owned subsidiary of the Company; “CR Pharmaceutical” : China Resources Pharmaceutical Group Limited a company incorporated in Hong Kong with limited liability the issued shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 3320); “CR Sanjiu” : 华润三九医药股份有限公司(China Resources Sanjiu Medical & Pharmaceutical Company Limited*) a company incorporated in the PRC with limited liability the issued shares of which are listed on the Shenzhen Stock Exchange (Stock Code: 000999) and an indirect non-wholly-owned subsidiary of CR Pharmaceutical; “CR Sanjiu Chenzhou” : 华润三九 (郴州 )制药有限公司 (China Resources San j iu (Chenzhou) Pharmaceutical Company Limited*) a company incorporated in the PRC with limited liability and an indirect non-wholly-owned subsidiary of CR Pharmaceutical; “CRH” : 华润(集团)有限公司(China Resources (Holdings) Company Limited) a company incorporated in Hong Kong with limited liability the intermediate holding company of the Company and CR Pharmaceutical; “Director(s)” : director(s) of the Company; “Energy Station” : the energy station constructed by CR Gas Chenzhou for the purpose of the Energy Supply Transactions;“Energy Station : the construction of Energy Station by CR Gas Chenzhou on theConstruction” Land provided by CR Sanjiu Chenzhou;“Energy Supply : the supply of energy for cooling and heating steam and partTransactions” of electricity from CR Gas Chenzhou to the Southern China production manufacturing centre of CR Sanjiu Chenzhou;“Existing Framework : the framework agreement dated 22 June 2021 entered into byAgreement” CR Gas Chenzhou and CR Sanjiu Chenzhou in respect of the Chenzhou Project details are set out in the announcement of the Company dated 22 June 2021; “Group” : the Company and its subsidiaries; 8“Hong Kong” : the Hong Kong Special Administrative Region of the PRC;“independent third : party(ies) which is/are independent of the Group and theparty(ies)” connected persons of the Company; “kwh” : kilowatt-hour; “Land” : the land located in the area of Changchong industrial park of the Economic and Technological Development Zone of Chenzhou city of the PRC with a site area of approximately 19000 square meters; “Listing Rules” : the Rules Governing the Listing of Securities on the Stock Exchange;“New Framework : the framework agreement dated 21 June 2024 entered into byAgreement” CR Gas Chenzhou and CR Sanjiu Chenzhou in respect of the Chenzhou Project from 21 June 2024 to 31 December 2025; “PRC” : the People’s Republic of China excluding for the purpose of this announcement Hong Kong Special Administrative Region of the PRC the Macau Special Administrative Region of the PRC and Taiwan region; “RMB” : Renminbi the lawful currency of the PRC; “Shareholder(s)” : shareholder(s) of the Company; “Stock Exchange” : The Stock Exchange of Hong Kong Limited; and “%” : per cent.By Order of the Board China Resources Gas Group Limited Wang Chuandong Chairman Hong Kong 21 June 2024 As at the date of this announcement the directors of the Company are Mr. Yang Ping and Mr. Li Xiaoshuang being Executive Directors; Mr. Wang Chuandong Mr. Wang Gaoqiang Mr. Liu Jian and Ms. Ge Lu being Non-executive Directors; and Mr. Wong Tak Shing Mr. Yu Hon To David Mr. Yang Yuchuan and Mr. Li Pok Yan being Independent Non-executive Directors.* The English names of the PRC-incorporated company are only English translations of the corresponding official Chinese name and are provided for identification purposes only. 9