(1) General mandates to issue and buy-back shares; (2) re-election of directors; and (3) notice of annual general meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Yuan Heng Gas Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Hong Kong Exchange and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

YUAN HENG GAS HOLDINGS LIMITED

元 亨 燃 氣 控 股 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 332)

(1) GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES;

1. 1. RE-ELECTIONOF DIRECTORS; AND
2. NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM to be held on Tuesday, 22 September 2020 at 11 : 00 a.m. at Theatre A, 22nd Floor, United Centre, 95 Queensway, Hong Kong is set out on pages 15 to 20 of this circular. A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the HKExnews website of the Stock Exchange at www.hkexnews.hk and on the website of the Company at www.yuanhenggas.com.

Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed form of proxy to the Share Registrar, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong in accordance with the instructions printed thereon as soon as possible together with a power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, and in any event not less than 48 hours before the time fixed for holding the AGM or any adjourned meeting thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE AGM

In view of the ongoing COVID-19 pandemic and with a view to minimize the Shareholders' and attendees' risk of infection, the Company will implement the following precautionary measures at the AGM:

1. Compulsory temperature screening/checks and compulsory health declaration
2. Compulsory wearing of surgical face mask prior to admission and throughout the AGM - no mask will be provided at the AGM venue
3. Seat will be assigned at the AGM venue to ensure social distancing
4. No distribution of corporate gifts
5. No provision of refreshments or drinks or refreshment packs
6. Hand sanitizers will be provided at the AGM venue

Attendees who do not comply with the above precautionary measures may be denied entry into the AGM venue, at the absolute discretion of the Company as permitted by law.

For the health and safety of Shareholders, the Company encourages Shareholders to exercise their right to vote at the AGM by appointing the Chairman of the AGM as their proxy and to return their proxy forms by the time specified herein, or through HKSCC Nominees Limited by giving instructions to their brokers and custodians, instead of attending the AGM in person.

The Company will keep the evolving COVID-19 situation under review and may implement additional measures which it will announce closer to the date of the AGM (if any).

30 July 2020

• Accompanying document - Form of Proxy for the AGM

- i -

PRECAUTIONARY MEASURES FOR THE AGM

For the health and safety of Shareholders, the Company encourages Shareholders to exercise their right to vote at the AGM by appointing the Chairman of the AGM as their proxy and to return their proxy forms by the time specified herein, or through HKSCC Nominees Limited by giving instructions to their brokers and custodians, instead of attending the AGM in person.

In view of the ongoing COVID-19 pandemic and with a view to minimize the Shareholders' and attendees' risk of infection, the Company will implement the following precautionary measures at the AGM:

1. Compulsory temperature screening/checks and compulsory health declaration. Anyone with a body temperature above the reference range quoted by the Department of Health, Hong Kong from time to time, or is exhibiting flu-like symptoms may be denied entry into the AGM venue and be requested to leave the AGM venue;
2. Compulsory wearing of surgical face mask prior to admission and throughout the AGM. Please note that no mask will be provided at the AGM venue;
3. A seat will be assigned to each attendee at the AGM venue to ensure social distancing;
4. There is no distribution of corporate gifts;
5. No provision of refreshments or drinks or refreshment packs at the AGM venue; and
6. Hand sanitizers will be provided at the AGM venue.

Attendees who do not comply with the above precautionary measures may be denied entry into the AGM venue, at the absolute discretion of the Company as permitted by law. To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of other attendees at the AGM

The Company will keep the evolving COVID-19 situation under review and may implement additional measures which it will announce closer to the date of the AGM (if any). Shareholders should check the website of the Company (https://www.yuanhenggas.com) for future announcements and updates on the AGM arrangements.

- 1 -

EXPECTED TIMETABLE

2020

Closure of Register (both dates inclusive) . . . . . . . . . . . . . . .Thursday, 17 September to Tuesday, 22 September

Latest time for lodging the proxy forms for

use at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 : 00 a.m. on Sunday, 20 September

Record Date for determination of

entitlements to the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 22 September

Date and time of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 : 00 a.m. on Tuesday, 22 September

Announcement of the poll results of the AGM to be posted on the HKExnews website of the Stock Exchange at www.hkexnews.hk and the Company's

website at www.yuanhenggas.com . . . . . . . . . . . . . . . . . . . . . . . . After 4 : 00 p.m. on Tuesday, 22 September

Notes:

1. All dates and time set out in this circular refer to Hong Kong dates and time.
2. Dates or deadlines specified in this circular are indicative only and may be varied by the Company. Any consequential changes to the expected timetable will be published or notified to the Shareholders by way of announcement(s) at the HKExnews website of the Stock Exchange at www.hkexnews.hk and the Company's website at www.yuanhenggas.com as and when appropriate and in accordance with the Listing Rules.
3. The AGM will be held on 22 September 2020 as scheduled regardless of whether or not an amber or red rainstorm warning signal is in force in Hong Kong at any time on that day. However, if Typhoon Signal No. 8 or above, or a ''black'' rainstorm warning is in effect at any time after 9 : 30 a.m. and before the above meeting time, the AGM will be postponed. The Company will post an announcement at the HKExnews website of the Stock Exchange at www.hkexnews.hk and the Company's website at www.yuanhenggas.com to notify shareholders of the date, time and place of the rescheduled meeting.

- 2 -

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

- 3 -

- 4 -

LETTER FROM THE BOARD

YUAN HENG GAS HOLDINGS LIMITED

元 亨 燃 氣 控 股 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 332)

1. GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES;
2. 1. RE-ELECTIONOF DIRECTORS;

AND

1. NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The Board is pleased to inform you that the AGM is scheduled to be held at

11 : 00 a.m., on Tuesday, 22 September 2020 at Theatre A, 22nd Floor, United Centre, 95 Queensway, Hong Kong.

- 5 -

LETTER FROM THE BOARD

The purpose of this circular is to provide you with information in relation to the following resolutions to be proposed at the AGM:

1. the re-election of Directors;
2. the granting of the Issue Mandate and the Buy-backs Mandate to the Directors;
3. the extension of the Issue Mandate by adding to it the aggregate number of the issued Shares bought-back by the Company under the Buy-backs Mandate; and
4. the giving of the AGM Notice.

2. PROPOSED RE-ELECTION OF DIRECTORS

In accordance with Bye-law 87, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation such that each Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years.

The Directors retiring by rotation are Mr. Wang, an executive Director, and Mr. Zhou Jian, an executive Director (''Mr. Zhou''), who being eligible have offered themselves for reelection at the AGM.

At the AGM, separate ordinary resolutions will be proposed for each of Mr. Wang and Mr. Zhou of their re-elections. Information on the Directors proposed to be re-elected at the AGM as required to be disclosed under the Listing Rules is set out in Appendix I to this circular.

In proposing re-election of Mr. Wang and Mr. Zhou at the AGM, the Nomination Committee has considered the desired criteria stipulated in the Company's nomination policy for director appointment as well as the diversified objectives under the board diversity policy of the Company (details of which are set out in the Corporate Governance Report in the Company's Annual Report 2020).

The Nomination Committee has made recommendations to the Board. The Board considers it is in the best interests of the Company to re-elect each of Mr. Wang and Mr. Zhou as a Director of the Company at the AGM. Each of Mr. Wang and Mr. Zhou abstained from voting for the relevant resolution regarding his own nomination.

3. GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES

The Issue Mandate and the Buy-backs Mandate shall be effective upon passing of the relevant resolutions at the AGM until whichever is the earliest of:

1. the conclusion of the next annual general meeting of the Company following the AGM; or

- 6 -

LETTER FROM THE BOARD

1. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws, or any applicable law of Bermuda to be held; or
2. the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors.

The Directors are seeking the approval of ordinary resolutions at the AGM to grant to the Directors:

1. the Issue Mandate: to allot, issue and otherwise deal with the Shares and securities convertible into Shares up to 20% of the number of issued Shares as at the date of passing the proposed resolution at the AGM;
2. the Buy-backs Mandate: to purchase Shares up to 10% of the number of issued Shares as at the date of passing the proposed resolution at the AGM; and
3. an extension to the Issue Mandate: subject to passing of the ordinary resolutions to approve the Issue Mandate and the Buy-backs Mandate at the AGM, extend the Issue Mandate by number of Shares which may be bought-back by the Company under the Buy-backs Mandate.

As at the Latest Practicable Date, there were 6,545,621,131 Shares in issue. Subject to the passing of the ordinary resolutions to approve the Issue Mandate and the Buy-backs Mandate at the AGM and on the basis that no further Shares are issued or bought-back between the Latest Practicable Date and the date of the AGM, the Company would be allowed to issue up to a maximum of 1,309,124,226 Shares (representing 20% of the number of issued Shares at the time of the passing of the resolution approving the Issue Mandate) under the Issue Mandate and to buy-back up to a maximum of 654,562,113 Shares (representing 10% of the number of issued Shares at the time of the passing of the resolution approving the Buy-backs Mandate) under the Buy-backs Mandate.

The Issue Mandate provides the Directors with flexibility to issue Shares especially in the context of a fund raising exercise or a transaction involving an acquisition by the Company where Shares are to be issued as consideration and which has to be completed speedily. The Directors have no present intention to exercise the Issue Mandate to allot, issue and deal with Shares and securities convertible into Shares and to exercise the Buy- backs Mandate to buy-back Shares.

An explanatory statement containing all the relevant information required under the Listing Rules regarding the Buy-backs Mandate is set out in the Appendix II to this circular. The information in the explanatory statement is to provide the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolutions.

- 7 -

LETTER FROM THE BOARD

4. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the AGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

5. THE AGM

The AGM will be held at Theatre A, 22nd Floor, United Centre, 95 Queensway, Hong Kong on Tuesday, 22 September 2020 at 11 : 00 a.m..

The AGM Notice is set out on pages 15 to 20 of this circular. At the AGM, in addition to the ordinary business of the meeting, resolutions will be proposed to approve the Issue Mandate, the Buy-backs Mandate and the re-election of Directors.

A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the HKExnews website of the Stock Exchange at www.hkexnews.hk and on the website of the Company at www.yuanhenggas.com.

Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed form of proxy to the Share Registrar, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong in accordance with the instructions printed thereon as soon as possible together with a power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, and in any event not less than 48 hours before the time fixed for holding the AGM or any adjourned meeting thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

The Register will be closed from Thursday, 17 September 2020 to Tuesday, 22 September 2020 (both days inclusive) in order to determine the Shareholders' entitlements to attend and vote at the AGM, during which no transfer of Shares will be registered. In order to qualify for attending and voting at the AGM, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Share Registrar, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4 : 30 p.m. on Wednesday, 16 September 2020.

- 8 -

LETTER FROM THE BOARD

6. RECOMMENDATIONS

The Directors consider the retiring Directors have been serving the Company well during their respective terms in office and believe they will continue to contribute their expertise and dedication to the Group in the coming years.

The Directors believe that an exercise of the Issue Mandate to allot and issue new Shares will enable the Company to take advantage of market conditions to raise additional capital in the context of a fund raising exercise or a transaction involving an acquisition by the Company where Shares are to be issued as consideration and which has to be completed speedily.

The Buy-backs Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value of the Company and its net assets and/or earnings per Share and will only be made when the Directors believe that a buy-back of Shares will benefit the Company and the Shareholders as a whole.

In view of the reasons set out above and in this circular, the Directors believe that the re-election of Directors, the proposed grant of the Issue Mandate and the Buy-backs Mandate, are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend you to vote in favour of the relevant resolutions to be proposed at the AGM.

7. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

8. FURTHER INFORMATION

Your attention is drawn to the additional information set out in appendices to this circular.

This circular is in English and Chinese. In the case of any inconsistency, the English version shall prevail.

Yours faithfully,

By the order of the Board of

YUAN HENG GAS HOLDINGS LIMITED

Wang Jianqing

Chairman and Chief Executive Officer

- 9 -

Set out below are the biographical and other details of each of the Directors who will retire from office at the AGM and, being eligible, offer themselves for re-election in accordance with Bye-law 87.

EXECUTIVE DIRECTOR

Mr. Wang Jianqing

Mr. Wang, aged 51, has been appointed as an executive director of the Company since December 2010, as the chairman of the Company since 27 January 2011 and as the chief executive officer of the Company on 15 September 2011. He has also been the general manager of 廣州元亨能源有限公司 (Guangzhou Circle Energy Company Limited*) since January 2009. He obtained his bachelor's degree in Industrial Management Engineering from 鎮江船舶學院 (Zhenjiang Shipbuilding College) (now known as 江蘇科技大學 (Jiangsu University of Science and Technology)) in 1989. Mr. Wang currently holds directorships in certain subsidiaries of the Group and is the general manager in a subsidiary of the Group.

Save as disclosed, Mr. Wang does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.

Mr. Wang is a cousin of Mr. Bao Jun, an executive Director of the Company. Save as disclosed above, Mr. Wang does not have any relationship with other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Mr. Wang was deemed interested in, and duplicated, the 50,017,949 Shares which Champion Golden Limited is interested, the 3,128,619,473 Shares which Champion Ever Limited is interested and the 586,486,402 Shares which Galaxy King Limited is interested. Mr. Wang has 50% voting rights in Champion Golden Limited. Both Champion Ever Limited and Galaxy King Limited are wholly owned by Mr. Wang. Save as disclosed above, Mr. Wang does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

For the year ended 31 March 2020, Mr. Wang was entitled to receive an annual director's fee of HK$780,000 from the Company. Such remuneration is determined by the Board with reference to Mr. Wang's experiences, scope of duties and responsibilities.

Save as disclosed above, there is no information relating to the re-election of Mr. Wang, as an executive Director that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters needed to be brought to the attention to the Shareholders in relation to the re-election of Mr. Wang.

- 10 -

Mr. Zhou Jian

Mr. Zhou, age 47, holds a Master's degree in Economics from the Central University of Finance and Economics, the People's Republic of China. Mr. Zhou was responsible for the global fuel oil trading during his service in China National United Oil Corporation as well as the fuel oil spot and future markets managing of its branches in Asia and America.

Previously, he was a senior manager of Titan Petrochemicals Group Limited (stock code: 1192), a company listed on the Stock Exchange, in the oil storage and distribution divisions. Mr. Zhou has over 15 years of extensive working experience in energy field with broad business network, and is familiar with global energy environment and market.

For the period from 12 September 2016 to 5 June 2019, Mr. Zhou was an independent non-executive director of Life Healthcare Group Limited (formerly known as Tack Fiori International Group Limited) (Stock Code: 928). Save as disclosed, Mr. Zhou does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.

Mr. Zhou does not have any relationship with other Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, he is interested in 10,000,000 Shares within the meaning of Part XV of the SFO.

For the year ended 31 March 2020, Mr. Zhou was entitled to receive an annual director's fee of HK$120,000 from the Company. Such remuneration is determined by the Board with reference to Mr. Zhou's experiences, scope of duties and responsibilities.

Save as disclosed above, there is no information relating to the re-election of Mr. Zhou, as an executive Director that is required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters needed to be brought to the attention to the Shareholders in relation to the re-election of Mr. Zhou.

- 11 -

This appendix serves as the explanatory statement to provide requisite information to the Shareholders for their consideration of the Buy-backs Mandate to be granted to the Directors as required under Rule 10.06 of the Listing Rules.

BUY-BACK OF SECURITIES FROM CONNECTED PARTIES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to buy-back their own shares on the Stock Exchange subject to certain restrictions and obtaining prior Shareholders' approval. The Listing Rules, however, prohibit a company from knowingly purchasing securities on the Stock Exchange from a core connected person and a core connected person is prohibited from knowingly selling his securities to the Company.

SHARE CAPITAL

As at the Latest Practicable Date, the authorized share capital of the Company was 10,000,000,000 Shares, of which a total of 6,545,621,131 Shares were allotted, issued and fully paid or credited as fully paid. Subject to the passing of the ordinary resolution to approve the Buy-backs Mandate at the AGM and on the basis that no further Shares are issued or bought-back between the Latest Practicable Date and the date of the AGM, the Company would be allowed to buy-back up to a maximum of 654,562,113 Shares, representing 10% of the total issued Shares as at the date of the AGM.

REASONS FOR THE BUY-BACK

The Directors believe that the Buy-backs Mandate is in the best interests of the Company and its Shareholders as a whole for the Directors to have a general authority from the Shareholders to enable the Directors to buy-back the Shares on the market. An exercise of the Buy-backs Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per Share and/or earnings per Share and will only be made when the Directors believe that a buy-back will benefit the Company and the Shareholders as a whole.

FUNDING OF THE BUY-BACK

The buy-back of Shares shall be made out of funds legally available under the laws of Bermuda, Hong Kong and the Bye-laws for such purpose. Under Bermuda law, any buy- back may only be effected out of the capital paid up on the buy-back Shares or out of the funds of the Company otherwise available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose. Any premium payable on a buy- back over the par value of the Shares to be bought-back must be provided for out of funds of the Company otherwise available for dividend or distribution or out of the share premium account before the Shares are bought-back. It is envisaged that the funds required for any buy-back would be derived from such sources.

As compared to the financial position of the Company as at 31 March 2020 (being the date of the Company's latest audited accounts), an exercise of the Buy-backs Mandate in full may have a material adverse impact on the working capital and gearing position of the

- 12 -

Company. The Directors do not, however, intend to make any buy-back in circumstances that would have a material adverse impact on the working capital or gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous 12 calendar months preceding the Latest Practicable Date were as follows:

• from 25 July to 31 July 2019

• up to and including the Latest Practicable Date

DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates currently has any present intention to sell the Shares to the Company or its subsidiaries in the event that the Buy-backs Mandate is approved by Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make buy-back Shares pursuant to the Buy-backs Mandate in accordance with the Listing Rules and the applicable laws of Bermuda and Hong Kong.

- 13 -

No core connected person of the Company has notified the Company that he has a present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any of the Shares held by him to the Company in the event that the Buy-backs Mandate is approved by the Shareholders.

HONG KONG CODE ON TAKEOVERS AND MERGERS AND SHARE BUY-BACKS

If on the exercise of the power to buy-back Shares pursuant to the Buy-backs Mandate, a Shareholder's proportionate interest in the voting rights of the Company increase, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

So far as the Company is aware, the substantial shareholder of the Company as at the Latest Practicable Date and in the event that the Buy-backs Mandate is exercised in full is as follows:#

Note: Mr. Wang was deemed interested in, and duplicated, the 50,017,949 Shares which Champion Golden Limited was interested, the 3,128,619,473 Shares which Champion Ever Limited was interested and the 586,486,402 Shares which Galaxy King Limited was interested. Mr. Wang has 50% voting rights in Champion Golden Limited. Both Champion Ever Limited and Galaxy King Limited are wholly owned by Mr. Wang.

Accordingly, in the event that the Directors exercise in full of the power to buy-back Shares under the Buy-backs Mandate, it will not give rise to an obligation on Mr. Wang and parties acting in concert with him to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors have no present intention to exercise the power to buy-back Shares to the extent that will give rise to an obligation on any party to make a mandatory offer under Rule 26 of the Takeovers Code.

The Company will not exercise the power to buy-back Shares which would result in the amount of Shares held in public being reduced to less than 25%.

SHARE BUY-BACK MADE BY THE COMPANY

The Company had not bought-back any of the Shares (whether on the Stock Exchange or otherwise) during the six calendar months preceding the Latest Practicable Date.

- 14 -

NOTICE OF ANNUAL GENERAL MEETING

YUAN HENG GAS HOLDINGS LIMITED

元 亨 燃 氣 控 股 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 332)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of Yuan Heng Gas Holdings Limited (the ''Company'') will be held at Theatre A, 22nd Floor, United Centre, 95 Queensway, Hong Kong on Tuesday, 22 September 2020 at 11 : 00 a.m. for the following purpose:

AS ORDINARY BUSINESS

1. To receive, consider and adopt the audited consolidated financial statements and the reports of the directors and the auditor for the year ended 31 March 2020;
2. (a) To re-elect Mr. Wang Jianqing as an executive director of the Company;
3. 1. To re-elect Mr. Zhou Jian as an executive director of the Company;
   2. To authorise the board of directors of the Company (the ''Board'') to fix remuneration of the directors of the Company (the ''Directors'');
4. To re-appoint Deloitte Touche Tohmatsu as the auditor of the Company and to authorise the Board to fix their remuneration;

AS SPECIAL BUSINESS

To consider and, if thought fit, to pass the following resolutions as ordinary resolutions, with or without amendments, as indicated below:

4. ''THAT:

1. subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot or issue additional share(s) in the capital of the Company (the ''Shares'') or securities convertible into Shares and to grant offers, agreements and options which might require the exercise of such powers,

- 15 -

NOTICE OF ANNUAL GENERAL MEETING

subject to and in accordance with all applicable laws, the bye-laws of the Company and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

1. the approval in paragraph (a) of this resolution shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;
2. the number of Shares to be allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an agreement, option or otherwise) and to be issued by the Directors pursuant to the approval in paragraphs (a) and (b) of this resolution, otherwise than pursuant to:
3. 1. a Rights Issue (as hereinafter defined), or
   2. an issue of Shares upon the exercise of the subscription rights or conversion rights attached to any warrants or convertible securities which may be issued by the Company from time to time, or
   3. an issue of Shares under any share option scheme or similar arrangement for the time being adopted by the Company and/or any of its subsidiaries for the grant or issue of shares or rights to acquire Shares in the capital of the Company, or
   4. any scrip dividend scheme or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares in accordance with the bye-laws of the Company,

shall not exceed:

1. 20 per cent. of the number of issued Shares on the date of the passing of this resolution; and
2. (provided that resolutions nos. 5 and 6 are passed) the number of issued Shares bought-back by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the number of Shares in issue on the date of the passing of this resolution), and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

- 16 -

NOTICE OF ANNUAL GENERAL MEETING

1. for the purpose of this resolution,
   ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company; or
   2. the expiration of the period within which the next annual general meeting is required by the bye-laws of the Company or any applicable laws of Bermuda to be held; or
   3. the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution; and

''Rights Issue'' means an offer of shares or other securities giving the right to subscribe for shares, open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong).''

5. ''THAT:

1. subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to buy-back issued Shares on The Stock Exchange of Hong Kong Limited (''Stock Exchange'') or on any other stock exchange on which the securities of the Company may be listed and is recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, and that the exercise by the Directors of all powers of the Company to buy-back such shares are subject to and in accordance with all applicable laws, the bye-laws of the Company and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to buy-back its shares at a price determined by the Directors;

- 17 -

NOTICE OF ANNUAL GENERAL MEETING

1. the number of issued Shares which may be bought-back by the Company pursuant to paragraphs (a) and (b) of this resolution during the Relevant Period shall not exceed 10% of the number of issued Shares as at the date of passing this resolution and the authority shall be limited accordingly; and
2. for the purpose of this resolution,
   ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company; or
   2. the expiration of the period within which the next annual general meeting is required by the bye-laws of the Company or any applicable laws of Bermuda to be held; or
   3. the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.''

6. ''THAT subject to the ordinary resolutions nos. 4 and 5 above being duly passed, the unconditional general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with unissued Shares pursuant to resolution no. 4 above be and is hereby extended by the addition thereon of the number of issued Shares bought-back by the Company subsequent to the passing of this resolution, provided that such amount shall not exceed 10 per cent. of the number of the issued Shares on the date of the passing of resolution no. 6.''

- 18 -

NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. In view of the ongoing COVID-19 pandemic and with a view to minimize the shareholders' and attendees' risk of infection, the Company will implement the following precautionary measures at the Annual General Meeting (''AGM''), (a) compulsory temperature screening/checks and compulsory health declaration; (b) compulsory wearing of surgical face mask prior to admission and throughout the AGM and no mask will be provided at the AGM venue; (c) seat will be assigned at the AGM venue to ensure social distancing; (d) no distribution of corporate gifts; (e) no provision of refreshments or drinks or refreshment packs; and (f) hand sanitizers will be provided at the AGM venue.
2. For the health and safety of Shareholders, the Company encourages Shareholders to exercise their right to vote at the AGM by appointing the Chairman of the AGM as their proxy and to return their proxy forms by the time specified herein, or through HKSCC Nominees Limited by giving instructions to their brokers and custodians, instead of attending the AGM in person.
3. The Company will keep the evolving COVID-19 situation under review and may implement additional measures which it will announce closer to the date of the AGM (if any).
4. Any member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him.
5. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the fact.
6. In the case of joint holders of a share if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.
7. In order to be valid, the instrument appointing a proxy and (if required by the Board) the power of attorney or their authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.
8. A member may appoint a proxy in respect of part only of his holding of shares in the Company. A proxy need not be a member. In addition, a proxy or proxies representing either a member who is an individual, or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.
9. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the above meeting or any adjournment thereof, should he so wish.
10. Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the shareholders at a general meeting must be taken by poll. Therefore, the Chairman of the meeting will demand that all resolutions will be voted by way of poll at the meeting.

- 19 -

NOTICE OF ANNUAL GENERAL MEETING

1. The Register of Members of the Company will be closed from Thursday, 17 September 2020 to Tuesday, 22 September 2020 (both days inclusive) in order to determine the shareholders' entitlements to attend and vote at the AGM, during which no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the AGM, all transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4 : 30 p.m. on Wednesday, 16 September 2020.
2. The AGM will be held on 22 September 2020 as scheduled regardless of whether or not an amber or red rainstorm warning signal is in force in Hong Kong at any time on that day. However, if Typhoon Signal No. 8 or above, or a ''black'' rainstorm warning is in effect at any time after 9 : 30 a.m. and before the above meeting time, the AGM will be postponed. The Company will post an announcement at the HKExnews website of the Stock Exchange at www.hkexnews.hk and the Company's website at www.yuanhenggas.com to notify shareholders of the date, time and place of the rescheduled meeting.

- 20 -