CONTINUING CONNECTED TRANSACTION IN RELATION TOPROCUREMENT OF ENGINEER GOODS AND MATERIALS

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.天津津燃公用事业股份有限公司 TIANJIN JINRAN PUBLIC UTILITIES COMPANY LIMITED (a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 01265) CONTINUING CONNECTED TRANSACTION IN RELATION TO PROCUREMENT OF ENGINEER GOODS AND MATERIALS PROCUREMENT OF ENGINEER GOODS AND MATERIALS The Company and Tianjin Yunfu entered into the Framework Agreement on 27 June 2024 regarding procurement of Goods and Materials by the Company from Tianjin Yunfu. The aggregate maximum purchase price for Goods and Materials under the Framework Agreement is RMB9 million (tax inclusive).LISTING RULES IMPLICATIONS Tianjin Yunfu is a connected person of the Company. The entering into of the Framework Agreement by the Company and the transactions contemplated thereunder constitute continuing connected transactions under Chapter 14A of the Listing Rules.As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) for the Framework Agreement is more than 0.1% but below 5% the Framework Agreement and the transactions contemplated thereunder are subject to the reporting and announcement requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.FRAMEWORK AGREEMENT The principal terms of the Framework Agreement are as follows: Date: 27 June 2024 Parties: Purchaser: The Company Supplier: Tianjin Yunfu Subject matter: Pursuant to the Framework Agreement the Company may procure from Tianjin Yunfu 13 types of Goods and Materials at unit prices set out in the Framework Agreement. 1The performance period under the Framework Agreement will commence on the date of its Framework Agreement and ended on 31 December 2024. During such performance period: 1. the Company may notify Tianjin Yunfu the type and quantity of Goods and Materials to be purchased and the time of delivery; 2. the Goods and Materials shall be collected by the Company or be delivered to the place specified by the Company; and 3. the Company will not be deemed to be in breach of the Framework Agreement if no order is actually placed during such performance period.Upon delivery of the Goods and Materials by Tianjin Yunfu a preliminary inspection on matters including the quantity appearance specification and model and relevant quality certificate(s) (if any) will be inspected by the Company and Tinajin Yunfu. The Company may reject the delivery if there is quality issue. In such case Tianjin Yunfu shall replace the Goods and Materials or rectify such issue within three days at its own costs.Goods and Materials supplied by Tianjin Yunfu shall have a quality warranty period of two years from the corresponding date of completion of delivery and inspection (other than for natural wear and tear).Purchase price: The Goods and Materials will be provided at their respective unit purchase price(s) set out in the Framework Agreement. The actual purchase price shall be calculated based on the actual type and quantity of Goods and Materials purchased by the Company. The parties will enter into separate settlement contract(s) based on the actual quantity inspected and accepted. The Company will settle 95% of the purchase price within 15 business days after receiving the invoice from Tianjin Yunfu and the remaining portion of 5% of the purchase price payable after the expiry of the quality warranty period of the corresponding Goods and Materials. The aggregate maximum purchase price for Goods and Materials under the Framework Agreement is RMB9 million (tax inclusive).The selection of the supplier by the Company and the purchase price of the Goods and Materials are determined through tender with three bidders (including Tianjin Yunfu and other unrelated third party suppliers) having participated. In determining these unit prices the Company took into account among other things: (i) the unit bidding prices submitted by the Tianjin Yunfu and by other participating bidders in the tender; (ii) historical prices and costs for similar Goods and Materials purchased by the Company from other independent supplier(s) in the past and prevailing market prices of similar goods and materials; (iii) the after-sales warranty and maintenance and other services offered by the participating bidders (including Tianjin Yunfu); (iv) the experience and the reputation of the participating bidders (including Tanjin Yunfu); and (vi) the factors taken into consideration when selecting the successful bidder as stated in the paragraph headed “Reasons for and benefits of the Framework Agreement” below.The aggregate maximum purchase price was determined based on the unit price of Goods and Materials determined above and the estimated type and quantity of Goods and Materials required by the Company.The Group did not procure any Goods and Materials from Tianjin Yunfu for the financial years ended 31 December 2022 and 2023. The Company will pay the purchase price with its internal resources. 2INTERNAL CONTROL The Goods and Materials under the Framework Agreement shall be priced on fixed unit prices. These prices were determined through tender with three participating bidders.The Company has also adopted the following measures: 1. The business department of the Company monitors the prevailing trend of prices of similar types of products in the market for comparison with the agreed unit price(s) to ensure that the terms of transactions will be on normal commercial terms (or better to the Company) at the time orders are placed; 2. The business department of the Company will conduct regular checks to review and assess whether the transactions contemplated under the Framework Agreement are conducted in accordance with its terms; 3. The finance department of the Company monitors the amount of Goods and Materials ordered in order to ensure that such aggregated maximum purchase price will not be exceeded. The finance department will notify the general manager of the Company of such expected transaction amount and when the aggregated transaction amount exceeds 75%. The Board shall eventually determine if the aggregate maximum purchase price should be revised upwards in accordance with the Listing Rules; 4. The Company’s external auditors will be engaged to report on the Framework Agreement and the actual purchase price; and 5. The independent non-executive Directors will conduct an annual review of the implementation and enforcement of the transactions contemplated under the Framework Agreement.The Board is of the view that there are adequate internal control procedures in place to govern and monitor the conduct of the transactions with the purpose of ensuring that they are conducted within the framework of the Framework Agreement.REASONS FOR AND BENEFITS OF THE FRAMEWORK AGREEMENT The Goods and Materials are required in the Group’s operation in its ordinary course of business of selling and distributing piped gas.The Company selects the supplier of Goods and Materials and determines the terms of the Framework Agreement (including the unit prices) through tender. The type and estimated quantity of Goods and Materials required were set by the Company in the tender. When selecting the successful bidder factors such as the unit prices the types brands specifications of Goods and Materials which could be offered by the bidder associated services after-sales support and warranty that could be provided the experience and the reputation in the industry of the bidders have been taken into consideration. Tianjin Yunfu was confirmed to be the successful bidder.In light of the above the Board (including the independent non-executive Directors) considers that the entering into of the Framework Agreement to be in the ordinary and usual course of business of the Group on normal commercial terms or better and that the terms of the Framework Agreement are fair and reasonable and in the interests of the Company and its Shareholders as a whole. 3INFORMATION OF THE GROUP The Group’s principal activities are the operation and management of gas pipeline infrastructure and the sale and distribution of piped gas in the PRC.INFORMATION OF TIANJIN YUNFU As of the date of this announcement Tianjin Yunfu is wholly-owned by Jinran China Resources.Jinran China Resources is a controlling shareholder of the Company which holds 1297547800 domestic shares of the Company (representing approximately 70.54% of the issued shares of the Company) as at the date of this announcement. Jinran China Resources is held as to 51% by Tianjin Gas and as to 49% by China Resources Gas (Hong Kong) Investment Limited (a wholly-owned subsidiary of China Resources Gas Group Limited (the shares of which are listed on the Stock Exchange)). The ultimate beneficial owner of Tianjin Gas is the State-owned Assets Supervision and Administration Commission of the Tianjin Municipal People’s Government a special commission directly under the Tianjin Municipal People’s Government.Tianjin Yunfu’s scope of business operations includes: technical services; development consultation exchange transfer and promotion of technology; promotion services of new materials technology; storage of cargo; sales of metal products; sales of non-ferrous metal alloys mechanical parts and components mechanical and electrical equipment non-electrical household appliances instrument and meters building decoration materials plastic and rubber products anti-corrosion materials synthetic materials kitchenware sanitary ware and daily sundries forgings and powder metallurgy products valves and cocks coatings; wholesale of hardware products retail of hardware products sales of refractory materials; mineral processing; sales of non-metallic minerals and products; and operation of hazardous chemicals.LISTING RULES IMPLICATIONS As referred to in the paragraph headed “Information of Tianjin Yunfu” above Tianjin Yunfu is a subsidiary and accordingly an associate of Jinran China Resources. Tianjin Yunfu is therefore a connected person of the Company and the entering into of the Framework Agreement by the Company and the transactions contemplated thereunder constitute continuing connected transactions under Chapter 14A of the Listing Rules.As the highest applicable percentage ratio (as defined under Rule 14.07 of the Listing Rules) for the Framework Agreement is more than 0.1% but below 5% the Framework Agreement and the transactions contemplated thereunder are subject to the reporting and announcement requirements but are exempt from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.Mr. Wang Cong (an executive Director) Mr. Zhang Jinghan Ms. Sha Caiping and Mr. Yang Zufeng (each a non-executive Director) held concurrent positions in Jinran China Resources and/or its related company(ies).For good corporate governance practice each of them has abstained from voting on the resolutions in relation to the Framework Agreement. Save as disclosed above none of the Directors have to abstain from voting on the Framework Agreement for having a material interest in the Framework Agreement.DEFINITIONS “associate(s)” has the meaning ascribed to it under the Listing Rules “Board” the board of Directors 4“Company” 天津津燃公用事业股份有限公司 (Tianjin Jinran Public Utilities Company Limited) a joint stock limited company incorporated in the PRC whose H shares are listed on the Stock Exchange “connected persons(s)” has the meaning ascribed to it under the Listing Rules “controlling shareholder(s)” has the meaning ascribed to it under the Listing Rules “Director(s)” the directors of the Company “Framework Agreement” the engineer materials procurement framework contract dated 27 June 2024 entered into between the Company and Tianjin Yunfu in respect of the procurement of Goods and Materials from Tianjin Yunfu “Goods and Materials” goods and materials which may be procured by the Company from Tianjin Yunfu under the Framework Agreement being: direct buried gate (double relief) PE ball valve flow meter controller ball valve solenoid valve civil alarm and shut-off valve Internet of Things meter metal-coated hose pressure regulating box pressure regulating cabinet commercial ultrasonic meter and self-closing valves “Group” the Company and its subsidiaries “Jinran China Resources” 津燃华润燃气有限公司 (Jinran China Resources Gas Co. Ltd) a company established in the PRC with limited liability; and a controlling shareholder of the Company “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange“normal commercial has the meaning ascribed to it under the Listing Rulesterms or better” “PRC” The People’s Republic of China and for the purpose of this announcement does not include the Hong Kong Special Administrative Region of the PRC the Macau Special Administrative Region of the PRC and Taiwan “RMB” Renminbi the lawful currency of the PRC “Shareholder(s)” shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Tianjin Gas” 天津市燃气集团有限公司 (Tianjin Gas Group Company Limited) a state-owned enterprise established in the PRC with limited liability “Tianjin Yunfu” 天津市允孚燃气科贸有限公司 (Tianjin Yunfu Gas Technology and Trading Co. Ltd.) a company established in the PRC with limited liability and a subsidiary of Jinran China Resources 5In this announcement the English names of certain PRC entities and persons are translations of their Chinese names and included herein for identification purpose only. If there is any inconsistency the Chinese names shall prevail.By order of the Board Tianjin Jinran Public Utilities Company Limited Wang Cong Chairman of the Board Tianjin People’s Republic of China 27 June 2024 Following the conclusion of the annual general meeting of the Company held on the date of this announcement the Board comprises three executive Directors namely Mr. Wang Cong (Chairman of the Board) Ms. Tang Jie and Mr. Sun Liangchuan three non-executive Directors namely Mr. Zhang Jinghan Ms. Sha Caiping and Mr. Yang Zufeng and three independent non-executive Directors namely Mr. Yu Jian Jun Ms. Ji Xuefeng and Mr. Bai Mo. 6