新奥天然气股份有限公司申请版本

Application Proof of ENN Natural Gas Co., Ltd. (a joint stock company incorporated in the People’s Republic of China with limited liability) WARNING The publication of this Application Proof is required by The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and theSecurities and Futures Commission (the “Commission”) solely for the purpose of providing information to the public in Hong Kong. This Application Proof is in draft form. The information contained in it is incomplete and is subject to change which can be material.By viewing this document, you acknowledge, accept and agree with ENN Natural Gas Co., Ltd. () (the“Company”) and its sponsor and advisers that: (a)this document is only for the purpose of providing information about the Company to the public in Hong Kong and not for anyother purposes. No investment decision should be based on the information contained in this document;(b)the publication of this document or any supplemental, revised or replacement pages on the Stock Exchange’s website does notgive rise to any obligation of the Company or its sponsor or advisers to proceed with a listing in Hong Kong or any otherjurisdiction. There is no assurance that the Company will proceed with the listing;(c)the contents of this document or any supplemental, revised or replacement pages may or may not be replicated in full or in partin the actual final listing document;(d)this document and the transactions contemplated hereunder might have implications under the Hong Kong Code on Takeoversand Mergers (the “Takeovers Code”). Relevant announcement(s) regarding the transactions will be published in due course;(e)the Application Proof is not the final listing document and may be updated or revised by the Company from time to time inaccordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and theTakeovers Code. This Application Proof (in particular the disclosures relating to the proposed pre-conditional privatization ofENN Energy Holdings Limited (“ENN Energy”) by Xinneng (Hong Kong) Energy Investment Limited (“Xinneng HK”) (the“Privatization Proposal”)) has not been reviewed or approved by the Stock Exchange or the Commission. The transactionscontemplated hereunder may or may not materialize. Investors shall not rely on the contents of this document until it has beenfinalized;(f)this document does not constitute a prospectus, offering circular, notice, circular, brochure or advertisement offering to sell anysecurities to the public in any jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase anysecurities, nor is it calculated to invite offers by the public to subscribe for or purchase any securities;(g)this document must not be regarded as an inducement to subscribe for or purchase any securities, and no such inducement isintended;(h)neither the Company nor any of its affiliates, sponsor or advisers is offering, or is soliciting offers to buy, any securities in anyjurisdiction through the publication of this document;(i)no application for the securities mentioned in this document should be made by any person nor would such application beaccepted;(j)the Company has not registered and will not register the securities referred to in this document under the United StatesSecurities Act of 1933, as amended, or any state securities laws of the United States;(k)as there may be legal restrictions on the distribution of this document or dissemination of any information contained in thisdocument, you agree to inform yourself about and observe any such restrictions applicable to you; and(l)the application to which this document relates has not been approved for listing and the Stock Exchange and the Commissionmay accept, return or reject the application for the subject listing. THIS APPLICATION PROOF IS NOT FOR PUBLICATION OR DISTRIBUTION TO PERSONS IN THE UNITED STATES.ANY SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITEDSTATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS OF THE UNITED STATES, ANDMAYNOT BE OFFERED OR SOLD IN THE UNITED STATES WITHOUT REGISTRATION THEREUNDER ORPURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. NO PUBLIC OFFERING OF THE SECURITIES WILL BEMADE IN THE UNITED STATES. NEITHER THE APPLICATION PROOF NOR THE INFORMATION CONTAINED HEREIN CONSTITUTES AN OFFER TOSELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OR IN ANY OTHERJURISDICTIONS WHERE SUCH AN OFFER OR SALE IS NOT PERMITTED. THIS APPLICATION PROOF IS NOTBEING MADE AND MAY NOT BE DISTRIBUTED OR SENT TO ANY JURISDICTION WHERE SUCH DISTRIBUTION ORDELIVERY IS NOT PERMITTED. Offer or invitation to make an offer for any securities will only be made to the shareholders of ENN Energy and holders of shareoptions granted by ENN Energy which remain outstanding (“ENN Energy Optionholders”) in Hong Kong after the Company,Xinneng HK and ENN Energy have despat