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This announcement is for information only and does not constitute an invitation or offer to acquire,
purchase or subscribe for the securities mentioned herein.
ENERCHINA HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)
(Stock Code: 622)
DISCLOSEABLE TRANSACTION
DISPOSAL OF EXISTING SHARES OF
TOWNGAS CHINA COMPANY LIMITED
BY KENSON INVESTMENT LIMITED

On 25 September 2007, the Vendor disposed of the Sale Shares to the Purchaser on market at the Sale
Price of HK$4.40 per Sale Share. As at the date of this announcement, the Vendor, together with parties
acting in concert with it (as defined in the Takeovers Code) holds approximately 30.43% of the existing
issued share capital of Towngas China. The Sale Shares represent approximately 3.09% of the issued
share capital of Towngas China as at the date of this announcement.
The net proceeds of the Disposal amounted to approximately HK$262 million, which will be applied
for business expansion of the Group, including possible pursuit of relevant acquisitions opportunities
and funding of new projects to be undertaken by the Company in the future. A gain of approximately
HK$8 million is expected to accrue to the Company as a result of the Disposal, which has been
determined based on the consideration of the Disposal, expenses incurred in relation to the Disposal,
release of goodwill and adjusted net asset value of Towngas China as disclosed in its interim report for
the six months ended 30 June 2007 which is attributable to the Sale Shares, and which shall be subject
to adjustment based on the date of completion of the Disposal.
The Disposal constitutes a discloseable transaction for the Company as the relevant percentage ratios
pursuant to Chapter 4 of the Listing Rules are more than 5% but under 25%. A circular containing further
details of the Disposal will be dispatched to the shareholders of the Company as soon as practicable and
in accordance with the Listing Rules.

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The Board announces that, on 25 September 2007, the Vendor has disposed of the Sale Shares to the
Purchaser on market at the Sale Price of HK$4.40 per Sale Share.
Vendor
Kenson Investment Limited, a company incorporated in the British Virgin Islands, is a substantial shareholder
of Towngas China. As at the date of this announcement, the Vendor together with parties acting in concert
with it (as defined in the Takeovers Code) holds 590,487,245 Shares, representing approximately 30.43%
of the issued share capital of Towngas China as at the date of this announcement. The Vendor is a wholly-
owned subsidiary of the Company. The principal business activities of the Vendor is investment holding.
Purchaser
The Purchaser. To the best of the Directors’ knowledge, information and belief having made all reasonable
enquiries, the Purchaser and its ultimate beneficial owners are third parties independent of the Company
and its connected persons.
Sale Shares
60,000,000 Shares, representing approximately 3.09% of the issued share capital of Towngas China as at
the date of this announcement.
Sale Price
The Sale Price of HK$4.40 per Sale Share represents:
(a) a discount of approximately 2.00% to the closing price of HK$4.490 per Share as quoted on the
Stock Exchange on 25 September 2007, being the date of the Disposal;
(b) a discount of approximately .96% to the average closing prices of HK$4.488 per Share for the last
five trading days up to and including 25 September 2007;
(c) a discount of approximately 3.3% to the average closing prices of HK$4.542 per Share for the last
ten trading days up to and including 25 September 2007; and
(d) a discount of approximately 6.2% to the average closing prices of HK$4.687 per Share for the last
twenty trading days up to and including 25 September 2007.
The Sale Price was arrived at after arm’s length negotiation between the Vendor and the Purchaser with
reference to the closing price of the Shares of HK$4.54 on 24 September 2007. Based on the closing price
of HK$4.49 per Share as quoted on the Stock Exchange on 25 September 2007, the market value of the
Sale Shares as at 25 September 2007 is HK$269.4 million.

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The Directors (including the independent non-executive Directors) consider that the Disposal has been
entered into upon normal commercial terms following arm’s length negotiations between the Vendor and
the Purchaser, and that the terms of the Disposal (including the Sale Price) are fair and reasonable and are
in the interest of the Company and its shareholders as a whole.
Completion of the Disposal
The Disposal is unconditional. Completion of the Disposal is expected to take place on the second Business
Day immediately after the date of the Disposal.
CHANGES IN THE SHAREHOLDING INTERESTS IN TOWNGAS CHINA

The shareholding interests of Towngas China as at the date of the Disposal and immediately after completion
of the Disposal are as follows:
As at the date of this announcement
Shareholders and immediately prior to completion Immediately after completion
of the Disposal of the Disposal
Number of Approximate Number of Approximate
Shares percentage Shares percentage
The Vendor and parties
acting in concert
with it (as defined in the
Takeovers Code) 590,487,245 30.43% 530,487,245 27.34%
HK&CG (China) (Note) 850,202,09 43.8% 850,202,09 43.8%
Public
The Purchaser – – 60,000,000 3.09%
Other public
shareholders 499,935,794 25.76% 499,935,794 25.76%

Total ,940,625,30 00% ,940,625,30 00%

Note: HK&CG (China) is a third party independent of the Purchaser and its connected persons.
INFORMATION ON TOWNGAS CHINA

The principal activities of the Towngas China Group are the sale and distribution of liquefied petroleum
gas and natural gas in the PRC, including the sale of liquefied petroleum gas in bulk and in cylinders, the
provision of piped gas and natural gas, construction of gas pipelines, the operation of city gas pipeline
network, the operation of gas fuel automobile refilling stations, and the sale of liquefied petroleum gas

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and natural gas household appliances. As stated in the annual report of Towngas China for the year ended
3 December 2006, the audited consolidated net assets value of Towngas China Group as at 3 December
2006 is approximately HK$2,039.0 million. The audited consolidated net profit before and after taxation
of Towngas China for the year ended 3 December 2005 were approximately HK$24.0 million and
HK$205.9 million respectively. The audited consolidated net loss before and after taxation of Towngas
China for the year ended 3 December 2006 were approximately HK$229.6 million and HK$246.6 million
respectively. The net profit before and after taxation attributable to the Sale Shares for the year ended
3 December 2005 were approximately HK$7.45 million and HK$6.36 million respectively. The net
loss before and after taxation attributable to the Sale Shares for the year ended 3 December 2006 were
approximately HK$7.09 million and HK$7.62 million respectively.
REASONS FOR THE DISPOSAL AND USE OF THE NET PROCEEDS

The principal business activities of the Company and its subsidiaries are electricity generation and the sale
of electricity and through Towngas China, the sale and distribution of liquefied petroleum gas and piped
gas, and gas pipelines construction.
The Directors consider that the Disposal represents an opportunity to raise additional funds for the Company.
As at the date of this announcement, the Vendor does not have any current intention to further dispose of
its shareholding in Towngas China.
The net proceeds of the Disposal are estimated to be approximately HK$262 million. The Company intends
to apply the net proceeds of the Disposal for business expansion of the Group, including possible pursuit
of relevant acquisitions opportunities and funding of new projects to be undertaken by the Company in
the future. As at the date of this announcement, the Company has not identified any targets for acquisition
or projects and has no intention to use the net proceeds raised for any specific purpose and there is no
negotiation in progress or agreement entered into by the Company and its subsidiaries, which triggers the
disclosure on the part of the Company pursuant to the Listing Rules.
A gain of approximately HK$8 million is expected to accrue to the Company as a result of the Disposal,
which has been determined based on the consideration of the Disposal, expenses incurred in relation
to the Disposal, release of goodwill and adjusted net asset value of Towngas China as disclosed in its
interim report for the six months ended 30 June 2007 which is attributable to the Sale Shares, and which
shall be subject to adjustment based on the date of completion of the Disposal. Towngas China is and
will be regarded as an associate of the Company both before and after completion of the Disposal in the
consolidated audited accounts of the Company.
IMPLICATIONS UNDER THE LISTING RULES

The Disposal constitutes a discloseable transaction for the Company under the Listing Rules as the relevant
percentage ratios pursuant to Chapter 4 of the Listing Rules are more than 5% and less than 25%. A
circular containing further details of the Disposal will be dispatched to the shareholders of the Company
as soon as practicable and in accordance with the Listing Rules.

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Neither the Company nor its subsidiaries has entered into any transaction with the Purchaser in relation
to the disposal of the Shares for the past 2 month period. As such, no transaction should be aggregated
with the Disposal for the purpose of Rule 4.22 of the Listing Rules.
PUBLICATION OF ANNOUNCEMENT

This announcement is available for viewing on the website of Hong Kong Exchanges and Clearing Limited
at www.hkex.com.hk and on the website of the Company at www.irasia.com/listco/hk/enerchina.
DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context
otherwise requires:
“associate” as defined in the Listing Rules
“Company” Enerchina Holdings Limited (stock code: 622), a company incorporated
in Bermuda and the issued shares of which are listed on the Main Board
of the Stock Exchange
“Board” board of Directors
“Business Day” a day (other than a Saturday) on which banks in Hong Kong are open
for business
“connected person” as defined in the Listing Rules
“Directors” directors of the Company
“Disposal” the disposal of the Sale Shares by the Vendor to the Purchaser on the
Stock Exchange
“Group” the Company and its subsidiaries
“HK&CG (China)” Hong Kong and China Gas (China) Limited, a company incorporated
in the British Virgin Islands and a wholly owned subsidiary of The
Hong Kong China Gas Company Limited (stock code: 003), a company
incorporated in Hong Kong, the shares of which are listed on the Main
Board of the Stock Exchange
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Listing Rules” the Rules Governing the Listing of Securities on 40 per Sale Share
“Sale Shares” a total of 60,000,000 Shares, representing approximately 3.09%
of the issued share capital of Towngas China as at the date of this
announcement
“PRC” People’s Republic of China
“Purchaser” Morgan Stanley & Co., a licensed corporation to carry on business in
Hong Kong of the regulated activities under the Securities and Futures
Ordinance (Chapter 57 of the Laws of Hong Kong)
“Share(s)” share(s) of HK$0.0 each in the capital of Towngas China
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“substantial shareholder” as defined in the Listing Rules
“Takeovers Code” the Hong Kong Code on Takeovers and Mergers
“Towngas China” Towngas China Company Limited (stock code: 083), a company
incorporated in the Cayman Islands whose shares are listed on the
Main Board of the Stock Exchange
“Towngas China Group” Towngas China and its subsidiaries
“Vendor” Kenson Investment Limited, a company incorporated in the British
Virgin Islands and a wholly-owned subsidiary of the Company
“HK$” Hong Kong dollar(s), the lawful currency of Hong Kong
“&#%8221; per cent.
By Order of the Board
Enerchina Holdings Limited
Ou Yaping
Chairman
Hong Kong, 25 September 2007
As at the date of this announcement, the executive directors of the Company are Mr. Ou Yaping (Chairman),
Mr. Chen Wei (Chief Executive Officer), Mr. Xiang Ya Bo, Mr. Tang Yui Man Francis and the non-executive
director is Mr. Sun Qiang Chang (Non-executive Vice Chairman) and the independent non-executive
directors are Mr. Davin A. Mackenzie, Mr. Lu Yungang and Mr. Xin Luo Lin.

Please also refer to the published version of this announcement in South China Morning Post.