China Gas Holdings Limited

(the "Company")

Whistleblowing Policy

1. Purpose

1.1 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 “Whistleblowing Policy” is thereby formulated.

1.2 Whistleblowing refers to the act that when an employee suspects that any fraud, corruption or misconduct has occurred or is happening within the Group and is believed to be true, he/she makes an accusation or provides relevant evidence.

1.3 The purpose of this policy is to provide employees with guidelines and channels for whistleblowing, so as to encourage employees to raise their concerns to the Group, rather than ignoring or revealing the problems to external parties.

2. Policy

2.1. Objectives

2.1.1. 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.

2.2. Whistleblowing system

2.2.1. The whistleblower refers to any unit or individual that reports any violation by any employee of the Group of Regulations on Anti-corruption of China Gas Group, applicable anti-corruption laws and regulations, and other behaviors that harm the interests of the Group by any unit or individual, including but not limited to suppliers, other partners and their employees as well as employees of the China Gas Group.

2.3. The following requirements should be met when the whistleblower makes a report:

2.3.1. The reporting should be truthful, where malicious reporting and false accusation are prohibited. The whistleblower must truthfully provide the name, department and violation facts of the reported person.

2.3.2. Real-name reporting is encouraged. If the whistleblower is unwilling to use his/her real name, he/she can report anonymously or pseudonymously.

2.3.3. Regardless of the form of reporting, the whistleblower should ensure that the staff of the whistleblowing management department can get in touch with him.

3. Protection

The Group puts the confidentiality of the reports in the first place, and has strict management and control systems and procedures for the acceptance and investigation of the reports, which are mainly reflected in:

3.1. The personal information of the whistleblower and all the information provided by the whistleblower shall be kept strictly confidential.

3.2. Complying with applicable laws and regulations and the confidentiality requirements of China Gas Group for whistleblowers and reported information,

and strictly keep confidentiality in all aspects of acceptance, registration, custody, and investigation to prevent leakage or loss. The responsible persons who violate confidentiality regulations will be severely punished, and those whose misconduct is deemed to constitute a crime will be investigated for criminal responsibility in accordance with the laws.

3.3. The team for accepting and investigating the reports is composed of professional investigators who have received anti-corruption and other professional trainings.

3.4. Any form of retaliation against the whistleblower is strictly prohibited by China Gas Group, where the retaliator will be severely dealt with in accordance with applicable laws and regulations and the system of China Gas Group. Those who violate the law will be investigated for legal responsibility. If the whistleblower is subject to any form or degree of retaliation, he/she can report to the Anti-corruption Office of the Group.

4. Confidentiality

The Group shall ensure that the whistleblower’s lawful rights and interests are fully protected by law and shall not be infringed upon. In particular, multiple strict

protection measures have been formulated for the respective units or individuals to protect such real-name whistleblowers.

4.1. For real-name reporting, the Group has set up a secret “special protection list”, which is managed by the Anti-corruption Office of the Group. No other individuals or departments have the right to access the list.

4.2. The personnel managing the “special protection list” are responsible for the communication, training, rewarding and protection of the personnel in the “special protection list”. The management personnel of the “special protection list” are strictly screened and specially trained, so as to ensure strict confidentiality.

4.3. For the personnel on the “special protection list” who are internal employees of China Gas Group, their salary increment, award evaluation and other issues will be given priority. The reward will be distributed through exclusive channels to ensure effective protection of privacy. The Group will also provide more choices and help for their movements, and pay attention to their departure in time to avoid situations in which they are boycotted or retaliated in disguised form.

5. Rewards

In addition to providing protection for individual whistleblowers, the China Gas Group also provides multiple guarantees for suppliers and other partners who voluntarily report corruption information to the China Gas Group.

5.1. Exemption: regardless of whether the whistleblower actively or passively provides improper benefits to the employees and their related personnel of China Gas Group, if the whistleblower takes the initiative to explain the situation to the Group, the Group will continue to cooperate with the whistleblower according to the situation, and at the same time, and the whistleblower's liability for such violation will not be investigated depending on circumstances (if permitted by applicable laws and regulations).

5.2. Business development opportunity and additional reward: regardless of whether the whistleblower actively or passively provides improper benefits to the employees and their related personnel of China Gas Group, if the whistleblower takes the initiative to explain the situation to the Group, not only the abovementioned exemption will be granted, but the business development opportunities of the whistleblowing unit would also be guaranteed, as the case may be. In addition, the Group will give corresponding rewards according to the reward terms for whistleblower.

6. Whistleblowing Channels

6.1. Whistleblowing via WeChat

6.1.1. The first way to report through WeChat: follow the WeChat official account of China Gas Group - Whistleblowing Centre - Online Reporting.

6.1.2. The second way to report through WeChat: follow the WeChat official account of China Gas Group - Lanyan Media - Whistleblowing Centre.

6.2. Whistleblowing via email


6.3. Tip-off hotline

Tel.: +86 755 82900670

6.4 Whistleblowing via letter

Address: Block B, Union Square, No. 5022, Binhe Avenue, Futian District, Shenzhen, Guangdong (Anti-Corruption Office, Audit and Supervision Department).

7. Penalties

For any malicious reporting of deliberately fabricating facts, forging evidence, anger venting and retaliation:

7.1.1. If the whistleblower is an employee of the Group, his/her employment contract shall be terminated according to the law.

7.1.2. If the whistleblower is a member of an external unit, he/she will not be allowed to engage in work related to the business of the Group; the unit where the whistleblower works in shall be investigated according to the regulations, for serious offences, the unit may be dismissed and blacklisted.

7.1.3. If there is a referee, he/she shall be investigated for joint responsibility as the case may be.

7.2. The person who is suspected of violating the law, such as false accusation, will be investigated for legal responsibility in accordance with the law.

8. Whistleblowing Procedures

The whistleblowing procedures include: acceptance and registration, organizing investigation, putting forward opinions on the handling of corruption cases and accountability, and implementing relevant processing opinions.

9. Date of Adoption

This policy was issued for implementation on 27 May 2019. The Audit and Supervision Department will be responsible for the implementation and supervision of this policy and will be updated in due course.