香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完 整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或因倚賴該等內 容而引致的任何損失承擔任何責任。 ( 於開曼群島註冊成立之有限公司 ) (股份代號: 2688) 根據收購守則規則 3.8 刊發的公告 本公告由新奧能源控股有限公司（「新奧能源」）根據香港公司收購及合併守則（「收購守 則」）規則 3.8 而作出。 茲提述新奧天然氣股份有限公司（「新奧股份」）、新能（香港）能源投資有限公司 （「要約人」）與新奧能源於 2025 年 3 月 26 日刊發的聯合公告（「聯合公告」）、內容有 關（其中包括）要約人根據開曼群島公司法（2025 年修訂版）第 86 條通過計劃安排方式將 新奧能源私有化之附先決條件之建議（「建議」）以及新奧能源股份購股權要約。除另有界 定者外，本公告所用詞彙與聯合公告所界定者具有相同涵義。 新奧能源發行的有關證券數目之最新資料 本公告僅供參考，並不構成收購、購買或認購新奧股份、新奧能源或要約人證券的邀請或要約，亦 非在任何司法管轄區構成對任何表決或批准的招攬。 本公告並非供在、向或從 ...

Investment Rating - The report maintains a "Buy" rating for the company [7] Core Views - The company reported a revenue of 109.9 billion RMB for 2024, a decrease of 3.5% year-on-year, with a net profit attributable to shareholders of 5.99 billion RMB, down 12.2% year-on-year. However, core profit exceeded expectations at 6.95 billion RMB, primarily due to better-than-expected sales and gross margins in the energy sector [1][2] - The major shareholder plans to privatize the company and achieve an "A+H" listing, indicating an acceleration in the integration of the natural gas industry chain, which is expected to unlock long-term value [1][4] - The company’s domestic core profit for 2024 increased by 10.2% to 6.71 billion RMB, driven by growth in retail gas volume and energy sales [2] Summary by Sections Financial Performance - The company’s free cash flow increased by 20% year-on-year to 3.73 billion RMB, supported by rising operating cash flow and reduced capital expenditures. The total dividend for 2024 reached 3 HKD per share, with a payout ratio of 45%, and a projected increase to 48% in 2025 [3] - The report slightly lowers the profit forecast for 2025-2026 by 2.7% and 6.7% to 7.23 billion RMB and 7.68 billion RMB respectively, with an estimated core profit of 8.08 billion RMB in 2027 [5][21] Market Position and Strategy - The privatization plan includes a cash payout of 24.5 HKD per share and the issuance of new H shares, which is expected to enhance operational efficiency and reduce costs through better integration of resources [4] - The company’s retail gas volume for 2024 is projected to grow by 4.2% to 26.2 billion cubic meters, with a stable gross margin expected to maintain a 6% increase in 2025 [2][21] Valuation Metrics - The target price for the company is set at 69.5 HKD, based on a 10x PE ratio for 2025 estimates, reflecting a slight adjustment from the previous target of 71.1 HKD [5][7] - The company’s market capitalization is approximately 74.66 billion HKD, with a current share price of 66.00 HKD as of March 27 [7]

Group 1 - The core viewpoint of the news highlights the performance of Xin'ao Energy, which saw a significant increase in its stock price, closing at 66.0 HKD per share, up 11.02% on the day, with a trading volume of 45.15 million shares and a turnover of 2.935 billion HKD [1] - Over the past month, Xin'ao Energy has experienced a cumulative increase of 9.89%, and a year-to-date increase of 6.45%, which is lower than the Hang Seng Index's increase of 17.07% [2] - Financial data shows that as of December 31, 2024, Xin'ao Energy achieved total operating revenue of 109.853 billion RMB, a year-on-year decrease of 3.52%, and a net profit attributable to shareholders of 5.987 billion RMB, down 12.16% year-on-year, with a gross margin of 12.2% and a debt-to-asset ratio of 50.52% [2][5] Group 2 - Institutional ratings indicate that Dongwu Securities Co., Ltd. has given a "Buy" rating for Xin'ao Energy [3] - In terms of industry valuation, the average price-to-earnings (P/E) ratio for the public utility sector (TTM) is 2.23 times, with a median of 5.4 times. Xin'ao Energy's P/E ratio stands at 10.4 times, ranking 36th in the industry [3] - Xin'ao Energy is recognized as one of China's largest clean energy distributors, serving nearly 30 million households and over 240,000 enterprises across 21 provinces, operating 259 urban gas projects, and covering a population of 140 million with an existing high and medium-pressure pipeline network of 82,000 kilometers [3] Group 3 - The company aims to create a modern energy system, improve the quality of life for people, and become a respected innovative smart enterprise, actively seizing opportunities and promoting ecological integration while ensuring energy security and sustainable development [4] - Xin'ao Energy is committed to utilizing quality, green, and intelligent approaches to drive the construction of a modern energy system and enhance new productive forces for a prosperous future [4]

Investment Rating - The report maintains a "Buy" rating for the company [2] Core Views - The company reported a total revenue of 135.91 billion yuan for 2024, a decrease of 5.5% year-on-year, and a net profit attributable to shareholders of 4.49 billion yuan, down 36.6% year-on-year [5] - The company plans to fully privatize its subsidiary, New Energy, with a total transaction value of approximately 599.24 billion HKD [5][7] - The company’s platform trading gas sales volume reached 5.568 billion m³ in 2024, an increase of 10.3% year-on-year, while retail gas volume was 26.2 billion m³, with industrial and commercial gas maintaining a growth rate of 5.1% [7] Financial Data and Profit Forecast - The company’s total revenue and net profit forecasts for 2025 and 2026 have been adjusted to 58.76 billion yuan and 73.84 billion yuan respectively, with a new forecast for 2027 at 86.41 billion yuan [6][7] - The earnings per share (EPS) is projected to increase from 1.46 yuan to 1.56 yuan post-privatization, representing a 6.8% increase [7] - The company’s dividend policy stipulates that from 2026 to 2028, the cash dividend ratio will be no less than 50% of the core profit attributable to shareholders [7] Market Data - As of March 26, 2025, the closing price was 19.65 yuan, with a price-to-earnings (PE) ratio of 9 [2][6] - The company’s market capitalization is approximately 55.808 billion yuan [2]

Group 1 - The proposed transaction values Xin Ao Energy Holdings Limited at approximately $11.6 billion (HKD 90.5 billion) based on a privatization offer from a subsidiary of Xin Ao Group [1] - Xin Ao Gas Co., Ltd. currently holds 34.28% of Xin Ao Energy and is making an offer that includes an exchange ratio of 2.9427 shares plus a cash payment of $3.15 (HKD 24.50) per share for the remaining shares [1] - As of the announcement date, Xin Ao Energy has issued 1,131,224,275 shares, leading to a theoretical value of the entire issued share capital of approximately HKD 90.5 billion, or $11.6 billion [1] Group 2 - Xin Ao Gas Co., Ltd. is one of China's largest private energy companies, operating over 250 city gas projects nationwide with an annual LNG distribution capacity exceeding 10 billion cubic meters [2] - The company operates China's first large-scale private LNG receiving terminal, the Zhoushan LNG terminal, and is involved in the entire natural gas value chain, including distribution, trading, storage, transportation, production, and engineering [2] - The privatization proposal for Xin Ao Energy represents a significant development in China, the world's largest importer of oil and LNG, aiming to enhance energy security [2]

Core Viewpoint - New Oriental Holdings plans to privatize New Oriental Energy through its wholly-owned subsidiary, New Energy Hong Kong, offering a combination of share exchange and cash payment to shareholders [1][2] Group 1: Transaction Details - The proposed transaction involves a total of 743 million shares, with shareholders receiving 2.9427 new H-shares and HKD 24.50 in cash per share [1] - The estimated total amount involved in the transaction is approximately HKD 595.19 billion, assuming all stock options are not exercised [1] - If all stock options are exercised, the total amount involved would be approximately HKD 599.24 billion [2] Group 2: Share Structure and Control - Post-transaction, New Oriental Holdings will issue up to 2.188 billion H-shares, increasing total shares from 3.097 billion to 5.285 billion, representing 41.58% of the total post-transaction share capital [2] - Wang Yushuo and his concerted parties will hold 2.243 billion shares, reducing their ownership from 72.44% to 42.32%, while still remaining the controlling party [2] Group 3: Financial Performance - New Oriental Holdings reported a revenue of HKD 135.84 billion for 2024, a decrease of 5.5% year-on-year, with a net profit of HKD 4.49 billion, down 36.6% [2] - New Oriental Energy's revenue for 2024 was HKD 109.85 billion, with a net profit of HKD 5.99 billion; post-transaction, New Oriental Holdings' net profit could increase to HKD 8.14 billion [3] - The transaction will be financed entirely through bank loans, leading to an expected increase in the debt-to-asset ratio to 67% [3]

本公告並非供在、向或從刊發、登載或分發全部或部分內容即構成違反所涉司法管轄區適用法 律或規則之司法管轄區刊發、登載或分發。 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或因倚 賴該等內容而引致的任何損失承擔任何責任。 本公告僅供參考，並不構成收購、購買或認購新奧股份、新奧能源或要約人證券的邀請或要 約，亦非在任何司法管轄區構成對任何表決或批准的招攬。 新奧天然氣股份有限公司 （於中華人民共和國註冊成立的股份有限公司） （股份代號：600803） Xinneng (Hong Kong) Energy Investment Limited 新能（香港）能源投資有限公司 （於香港註冊成立的有限公司） 新奧能源股東、新奧能源購股權持有人、新奧能源股份獎勵持有人以及新奧股份 及新奧能源之潛在投資者務請參閱新奧股份、要約人及╱或新奧能源於香港聯交 所網站刊發的公告及其他文件，以獲取有關建議及新奧能源購股權要約的資料。 1 根據公司法第86條通過計劃安排方式將新奧能源控股有限公司私有化之 附先決條件之建議 於 ...

Group 1 - New Hope Energy (02688) is set to be privatized by its controlling shareholder, New Hope Co., Ltd. (600803.SH), at a premium of approximately 34.57% [1] - The proposed privatization will involve the cancellation of all plan shares, with shareholders entitled to receive 2.9427 shares of New Hope Co., Ltd. H-shares and a cash consideration of HKD 24.50 per canceled share [1] - The cash offer represents a premium of about 47.60% over the last undisturbed closing price of HKD 54.20 and a premium of approximately 51.18% over the average closing price of HKD 52.92 for the 30 trading days prior to the last undisturbed day [1] Group 2 - New Hope Co., Ltd. aims to further integrate with New Hope Energy to create a comprehensive natural gas industry smart ecological operator and to facilitate a listing in the Hong Kong market [2] - The board of New Hope Co., Ltd. believes that the completion of this transaction will provide attractive investment opportunities for shareholders, allowing them to benefit from the potential synergies and business growth following the integration [2] - The transaction is expected to create immediate cash value and long-term growth potential for shareholders through full industry chain integration, global expansion, and governance optimization [2]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或因倚 賴該等內容而引致的任何損失承擔任何責任。 本公告僅供參考，並不構成收購、購買或認購新奧股份、新奧能源或要約人證券的邀請或要 約，亦非在任何司法管轄區構成對任何表決或批准的招攬。 本公告並非供在、向或從刊發、登載或分發全部或部分內容即構成違反所涉司法管轄區適用法 律或規則之司法管轄區刊發、登載或分發。 新奧天然氣股份有限公司 新奧能源控股有限公司 （於中華人民共和國註冊成立的股份有限公司） （股份代號：600803） （於開曼群島註冊成立的有限公司） （股份代號：2688） 550,000,000美元於2027年到期之4.625% 綠色優先票據 （債券股份代號：05235） Xinneng (Hong Kong) Energy Investment Limited 新能（香港）能源投資有限公司 （於香港註冊成立的有限公司） 新奧股份、新奧能源及要約人聯合宣佈，於2025年3月18日，要約人（新奧股份 之全資附屬公司）要求新奧能源董事會在達成先決條 ...

Financial Data and Key Metrics Changes - The company achieved a revenue increase of 10.2% to RMB 6.7 billion for the year [3] - Profit increased by 16.2%, with household profit rising by 18% and gross profit increasing by 4.2% [4] - Free cash flow rose significantly by RMB 630 million year on year, totaling RMB 3.73 billion, with a dividend payout ratio of 45% [5][10] Business Line Data and Key Metrics Changes - The gas business grew by 4.2%, while the Integrated Energy (IE) business saw a 10.8% increase [3] - Retail gas volume increased by 4.2%, with commercial and industrial sales rising by 5.1% [12] - The gross profit for the IE business increased by 19.9%, and the value-added business (VAB) gross profit rose by 24.1% year on year [9] Market Data and Key Metrics Changes - The domestic business achieved a 10.2% core profit growth, despite a decline in profit from wholesale gas and overseas gas [7] - The company reported a significant increase in installed capacity for integrated energy projects, reaching 13.3 gigawatts [16] Company Strategy and Development Direction - The company is focused on safety and digital intelligence to enhance customer service and operational efficiency [6][15] - Strategies include optimizing sales in natural gas and expanding the customer base through intelligent solutions [8][26] - The company aims to leverage intelligent capabilities for efficient operations and cost structure optimization [27] Management's Comments on Operating Environment and Future Outlook - The management acknowledged challenges from a complex global environment and structural issues in the domestic economy but remains committed to core strategies [25] - Future strategies will focus on increasing profitability for existing and potential clients while exploring innovative products [27] Other Important Information - The company has received high ratings from major rating agencies and has been recognized for its sustainability efforts [7] - The company has implemented a diversified resource portfolio to reduce procurement costs and enhance supply stability [14][15] Q&A Session Summary Question: Concerns about dividend growth relative to free cash flow increase - Management emphasized stable dividend policy and future dividends will be determined based on operating needs and cash flow [31][32] Question: Changes in sales of gas for residential and industrial customers - Management could not provide specific figures due to regulatory requirements but reiterated a focus on healthy returns [32] Question: Impact of recent announcements from oil companies on gas purchase costs - Management noted slight increases in gas prices for heating and non-heating contracts, with some areas experiencing price adjustments [33][34] Question: Performance of joint ventures and connections to new property projects - Management reported better-than-expected performance from associated companies and increased connections due to government policies [42][44] Question: Profitability from connections and future outlook - Management indicated a decrease in connection profits due to fewer residential connections and increased costs per customer [46]