CONNECTED TRANSACTION IN RELATION TOLANDSCAPE CONSTRUCTION AGREEMENT

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.JiaXing Gas Group Co. Ltd.*嘉兴市燃气集团股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 9908) CONNECTED TRANSACTION IN RELATION TO LANDSCAPE CONSTRUCTION AGREEMENT LANDSCAPE CONSTRUCTION AGREEMENT On 8 July 2024 Jiaran Construction entered into the Landscape Construction Agreement with Yancheng Xingzhou. Pursuant to the Landscape Construction Agreement Jiaran Construction agreed to provide landscape construction services to Yancheng Xingzhou for a consideration of RMB14981095.6.LISTING RULES IMPLICATIONS As at the date of this announcement Yancheng Xingzhou is a 30%-controlled company of Mr. Sun the chairman of the Board and an executive Director. Under Chapter 14A of the Listing Rules Yancheng Xingzhou is an associate of Mr. Sun and hence a connected person of the Company and the transaction contemplated under the Landscape Construction Agreement constitutes a connected transaction.As (1) the consideration under the Landscape Construction Agreement exceeds HK$3 million; and (2) one or more of the applicable percentage ratios exceed(s) 0.1% but all such ratios fall below 5% the transaction contemplated under the Landscape Construction Agreement is subject to the announcement and annual reporting requirements but exempt from the circular (including independent financial advice) and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.– 1 –LANDSCAPE CONSTRUCTION AGREEMENT On 8 July 2024 Jiaran Construction as constructor entered into the Landscape Construction Agreement with Yancheng Xingzhou as client. Pursuant to the Landscape Construction Agreement Jiaran Construction shall provide landscape construction services to Yancheng Xingzhou for a consideration of RMB14981095.6 on and subject to the terms and conditions of the Landscape Construction Agreement.The principal terms of the Landscape Construction Agreement are as follows: Date: 8 July 2024 Parties: (1) Jiaran Construction (as contractor) (2) Yancheng Xingzhou (as client) Scope of work: Jiaran Construction shall provide landscape construction services within the scope of construction drawings in relation to a residential development project under taken by Yancheng Xingzhou in Yancheng Jiangsu Province.Duration of work: Construction works shall commence on 9 July 2024 and shall be completed within 300 calendar days unless otherwise agreed by the parties.Contract price: RMB14981095.6 subject to adjustments arising from change in amount of construction works. The contract price in respect of each batch of construction works shall be paid in cash by Yancheng Xingzhou in the following manner: (a) payment shall be made to the aggregate extent of 85% of the value of the batch of construction works within 15 days after completion of the relevant inspection and acceptance procedures by the relevant authority; (b) payment shall be made to the aggregate extent of 95% of the contract price of the batch of construction works within one month after completion of the relevant on-site assessment and transfer of the properties; and (c) the remaining 5% of the contract pr ice of the batch of construction works shall be retained as quality assurance fees.Of such an amount 3% of the contract price shall be paid upon expiration of the first one-year period within the warranty period and the remaining 2% of the contract price shall be paid upon expiration of the second one-year period within the warranty period.The contract price is determined in accordance with normal commercial terms with reference to market prices and price guidelines for similar services issued by local governments.– 2 –REASONS FOR AND BENEFITS OF THE TRANSACTION Jiaran Construction has been expanding its business from municipal engineering construction services such as pipeline installation and maintenance to landscape construction for property projects. The Directors believe that the entering into of the Landscape Construction Agreement enables Jiaran Construction to gain and develop further experience and expertise in conducting landscape construction projects and consolidate its business expansion and development in the field of construction works.The terms and conditions of the Landscape Construction Agreement were negotiated between Yancheng Xingzhou and Jiaran Construction on an arm’s length basis. The Directors (including the independent non-executive Directors) are of the view that the terms of the Landscape Construction Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole and the connected transaction contemplated thereunder is on normal commercial terms in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole.INFORMATION ABOUT PARTIES TO THE LANDSCAPE CONSTRUCTION AGREEMENT The Group is principally engaged in (i) sale of gas mainly piped natural gas liquefied natural gas and liquefied petroleum gas in Jiaxing the PRC; (ii) provision of construction and installation services; and (iii) other activities including provision of gas storage services provision of natural gas transportation services sale of vapour electricity and construction materials and leasing of properties.Jiaran Construction is a limited liability company established under the laws of the PRC and a direct wholly-owned subsidiary of the Company principally engaged in provision of construction and installation services.Yancheng Xingzhou is a limited liability company established under the laws of the PRC principally engaged in property development property management and carpark management.To the best of the knowledge information and belief of the Directors as at the date of this announcement Yancheng Xingzhou is held as to (i) 65% by Yancheng Xiangyuan.Yancheng Xiangyuan is ultimately owned as to (a) 51% by Zhejiang Taiding Investment Company Limited* (浙江泰鼎投资有限公司) which is ultimately beneficially owned as to 65% by Mr. Sun and 35% by Ms. Xu Lili (徐丽丽) the spouse of Mr. Sun; and (b) 49% by Shaoxing Buheng Real Estate Development Co. Ltd.* (绍兴步恒置业发展 有限公司) which is ultimately beneficially owned as to 98% by Mr. Zhu Genshui (褚根水) and 2% by Ms. Zhu Lanzhen (褚兰珍). Mr. Zhu and Ms. Zhu are both Independent Third Parties; – 3 –(ii) 20% by Jiaran Construction; and (iii) 15% by Yancheng Chengnan Real Estate Development Co. Ltd.* (盐城市城南房地产开 发有限责任公司) (“Yancheng Chengnan”) Yancheng Chengnan is ultimately wholly-owned by Yancheng People’s Government* (盐 城市人民政府).LISTING RULES IMPLICATIONS As at the date of this announcement Yancheng Xingzhou is a 30%-controlled company of Mr.Sun the chairman of the Board and an executive Director. Under Chapter 14A of the Listing Rules Yancheng Xingzhou is an associate of Mr. Sun and hence a connected person of the Company and the transaction contemplated under the Landscape Construction Agreement constitutes a connected transaction.As (1) the consideration under the Landscape Construction Agreement exceeds HK$3 million; and (2) one or more of the applicable percentage ratios exceed(s) 0.1% but all such ratios fall below 5% the transaction contemplated under the Landscape Construction Agreement is subject to the announcement and annual reporting requirements but exempt from the circular (including independent financial advice) and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.Other than Mr. Sun none of the Directors or their respective associate has any interest in the transaction contemplated under the Landscape Construction Agreement and is required under the Articles to abstain from approving the Landscape Construction Agreement and the transaction contemplated thereunder. Mr. Sun had abstained from voting on such matters in accordance with the requirements of the Articles at the relevant meeting of the Board.DEFINITIONS In this announcement unless otherwise specified or the context otherwise requires the following expressions shall have the following meanings: “Articles” the a r t ic les of assoc ia t ion of the Company as amended supplemented or otherwise modified from time to time “associate(s)” has the meaning ascribed to it under the Listing Rules “Board” the board of Directors “Company” JiaXing Gas Group Co. Ltd.* (嘉兴市燃气集团股份有限公司) a joint stock liability company established under the laws of the PRC whose issued H shares are listed on the Main Board of the Stock Exchange “connected person(s)” has the meaning ascribed to it under the Listing Rules – 4 –“Directors” the directors of the Company “Group” collectively the Company and its subsidiaries from time to time“Independent an individual or entity who/which to the best of the knowledgeThird Party” information and belief of the Directors having made all reasonable enquiries is not a connected person of the Company “Jiaran Construction” Jiaxing Jiaran Construction Co. Ltd.* (嘉兴市嘉燃建设有限 公司) a limited liability company established under the laws of the PRC on 19 December 2006 which is a direct wholly-owned subsidiary of the Company“Landscape Construction the landscape construction agreement dated 8 July 2024 enteredAgreement” into between Jiaran Construction as constructor and Yancheng Xingzhou as c l ient in re la t ion to provis ion of landscape construction services by Jiaran Construction to Yancheng Xingzhou “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange as amended or supplemented from time to time “Mr. Sun” Mr. Sun Lianqing the chairman of the Board and an executive Director “PRC” the People’s Republic of China which for the purpose of this announcement should exclude the Hong Kong Special Administrative Region of the People’s Republic of China the Macao Special Administrative Region of the People’s Republic of China 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 “subsidiary(ies)” has the meaning ascribed to it under the Listing Rules “Yancheng Xiangyuan” Yancheng Xiangyuan Real Estate Co. Ltd.* (盐城祥源房地产有 限公司) a limited liability company established under the laws of the PRC on 20 December 2019 which is an associate of Mr. Sun and a connected person of the Company – 5 –“Yancheng Xingzhou” Yancheng Xingzhou Jiayuan Real Estate Development Co. Ltd.* (盐城星洲佳源房地产开发有限公司) a limited liability company established under the laws of the PRC on 19 November 2019 which is an associate of Mr. Sun and a connected person of the Company “%” per cent By order of the Board JiaXing Gas Group Co. Ltd.* Sun Lianqing Chairman and Executive Director Jiaxing the PRC 8 July 2024 As at the date of this announcement the Board comprises Mr. Sun Lianqing and Mr. Xu Songqiang as executive Directors; Mr. Xu Jiong Mr. Zheng Huanli Mr. Fu Songquan and Ms.Ruan Zeyun as non-executive Directors; and Mr. Yu Youda Mr. Cheng Hok Kai Frederick and Mr. Zhou Xinfa as independent non-executive Directors.* For identification purpose only –6–