China Gas Holdings Limited

(the “Company”)

Anti-bribery and Anti-Corruption Policy

1. Principle

1.1 Purpose

In order to strengthen the governance and internal control of the Company and its entities that adopt the management and control system of the Company (the “China Gas Group” or the “Group”), prevent and control corruption, reduce the operational risks of the Group, regulate the occupational conduct of employees, safeguard the legitimate rights and interests of the Group and its shareholders, and ensure the achievement of the Group's business objectives, as well as its sustainable, stable and healthy development, the Anti-bribery and Anti-Corruption Policy is thereby formulated.

1.2. Objective

To regulate the professional conduct of all employees of the Group, especially the middle and senior management and employees in key positions, establish an honest, diligent and dedicated work style, comply with relevant laws and

regulations, professional ethics and the Group's internal management system, and prevent the occurrence of behaviors that harm the interests of the Group, shareholders, partners and employees.

2. Interpretation

2.1. The definition of bribery and corruption in China Gas Group refers to the acts of internal and external personnel of China Gas Group who use illegal or undisciplined means, such as deception, to seek improper personal benefits and harm the legitimate economic rights and interests of China Gas Group; or the acts of seeking improper economic benefits for themselves or others. Corruption includes the corruption that harms the legitimate economic interests of the Group and the corruption for improper economic benefits.

2.2. Corruption that harms the legitimate economic interests of the China Gas Group refers to the improper behavior of internal personnel of China Gas Group who use illegal or undisciplined means, such as deception, to damage the legitimate rights and interests of China Gas Group and its shareholders, in order to seek for their own or others' interests. Such behaviors include but not limited to:

(1) offering or accepting bribes or rebate;

(2) transferring the transactions, which shall bring profit to any Group member, to another person or unit;

(3) illegal use, embezzlement, misappropriation and theft of any Group member's assets;

(4) untrue representation, intentional omission or misrepresentation of transactions or other matters, causing any Group member to make payments or incur outstanding obligations for false transactions or matters;

(5) intentional concealment or misreporting of transactions, resulting in the disclosure of information containing false records, misleading statements or major omissions;

(6) authorizing other or oneself to forge or alter accounting records or vouchers and provide false financial reports;

(7) making use of loopholes and defects in e-commerce technology to harm the interests of any Group member;

(8) disclosing the business secrets of any Group member;

(9) unauthorized activities in the name of any Group member for profit; or

(10) other corruptive acts that harm the Group's economic interests.

2.3. Corruption of seeking for improper economic profits refers to the improper behaviors that harm the interests of the Group, individuals or its shareholders by using deceptive, illegal and undisciplined means, so as to obtain improper economic profits by internal personnel or small groups of the Group members. Such behaviors include but not limited to:

(1) incurring expenditure for inappropriate purpose;

(2) sale or purchase of non-existent or unreal assets;

(3) intentional misreporting or false transactions, which cause users of the financial statements to misunderstand and make inappropriate investment and financing decisions;

(4) engaging in illegal or undisciplined economic activities; or

(5) other corruptive acts for improper economic benefits.

3. Procedure

The Anti-corruption Office of the Group is a permanent establishment of the Group's anti-corruption work, and is fully responsible for the organization and implementation of anti-corruption work within the management of the Group. Such work includes:

(1) accepting and registering of reporting of relevant corruption cases;

(2) organizing the investigation of corruption cases within the scope of China Gas Group;

(3) putting forward opinions on the handling of corruption cases and accountability, and implementing relevant processing opinions;

(4) conducting anti-corruption prevention campaigns; or

(5) other related work of anti-corruption.

For the whistleblowing system and the protection policies and measures for whistleblowers, please refer to the Group’s “Whistleblowing Policy”.

4. Establishment of Integrity Account

4.1. In order to broaden the channels for employees to refuse gifts and bribes, China Gas Group has set up the Integrity Account of China Gas Group.

4.2. Deposit scope of Integrity Account:

4.2.1. discounted fees, brokerage fees and gifts that employees fail to refuse for various reasons in the course of their official businesses or social activities related to the performance of their duties;

4.2.2. cash gifts received or collected by the spouses, children, other relatives and friends, or staff members of employees in connection with their performance of duties; or

4.2.3. other funds received in violation of the Group's regulations.

5. Date of Adoption

This policy was issued for implementation on 27 May 2019, and will be updated in due course.