09:28 CATIC INT'L<00232> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes 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 announcement. CATIC International Holdings Limited (incorporated in Bermuda with limited liability) (Stock Code: 232) DISCLOSEABLE TRANSACTION: SUBSCRIPTION OF OFFER SHARES OF SINO GAS GROUP LIMITED ALLOTTED TO CATIC INTERNATIONAL HOLDINGS LIMITED INFORMATION RELATING TO THE PROPOSED OPEN OFFER The Board was notified by Sino Gas on 25 May 2005 that Sino Gas proposes to raise fund by issuing not less than 6,699,033,510 Offer Shares (assuming no Sino Gas Warrant is exercised from the date hereof to the Record Date) and not more than 7,499,033,510 Offer Shares (assuming all outstanding Sino Gas Warrants are exercised prior to the Record Date) at a price of HK$0.02 per Offer Share by way of the proposed Open Offer on the basis of two Offer Shares for every Sino Gas Share held on the Record Date. The proposed Open Offer is conditional upon, among other things, (i) the delivery by the Company to the Underwriter and Sino Gas of the Undertaking and compliance by the Company of the terms of the Undertaking on or before the Acceptance Date; (ii) the approval of the proposed Open Offer by the independent shareholders of Sino Gas at a shareholders meeting; and (iii) the Listing Committee of the Stock Exchange agreeing to grant the approval for listing of, and permission to deal in, the Offer Shares and not having withdrawn or revoked such listing and permission before 10:00 a.m. on the fourth business day after the Acceptance Date. Shareholders should refer to the announcement issued by Sino Gas on 30 May 2005 for details of the proposed Open Offer. THE SUBSCRIPTION The Board wishes to announce that the Company has, on 30 May 2005, entered into the Undertaking pursuant to which it has irrevocably undertaken to take up or procure to take up the Entitlement Shares (being 1,770,000,000 Offer Shares). Based on the subscription price of HK$0.02 per Offer Share, the aggregate consideration for the Subscription amounts to approximately HK$35,400,000. The Directors intend to fund the consideration by the Company's internal resources. As at the date of this announcement, the Company is indirectly holding approximately 26.42% interest in Sino Gas. Upon completion of the Subscription and assuming no new Sino Gas Shares are to be issued by Sino Gas from the date of this announcement to the Record Date, the Company's interest in Sino Gas is expected to remain at approximately 26.42%. GENERAL Under Rule 14.06(2) of the Listing Rules, the entering into of the Undertaking and the completion of the Subscription constitutes a discloseable transaction of the Company. Accordingly, a circular containing details of the Undertaking and the Subscription will be despatched to the Shareholders as soon as practicable in accordance with the requirements of Chapter 14 of the Listing Rules. INFORMATION RELATING TO THE PROPOSED OPEN OFFER The Board was notified by Sino Gas on 25 May 2005 that Sino Gas proposes to raise fund by issuing not less than 6,699,033,510 Offer Shares (assuming no Sino Gas Warrant is exercised from the date hereof to the Record Date) and not more than 7,499,033,510 Offer Shares (assuming all Sino Gas Warrants are exercised prior to the Record Date) at a price of HK$0.02 per Offer Share by way of the proposed Open Offer on the basis of two Offer Shares for every Sino Gas Share held on the Record Date. The proposed Open Offer is conditional upon, among other things, (i) the delivery by the Company to the Underwriter and Sino Gas of the Undertaking and compliance by the Company of the terms of the Undertaking on or before the Acceptance Date; (ii) the approval of the proposed Open Offer by the independent shareholders of Sino Gas at a shareholders meeting; and (iii) the Listing Committee of the Stock Exchange agreeing to grant the approval for listing of, and permission to deal in, the Offer Shares and not having withdrawn or revoked such listing and permission before 10:00 a.m. on the fourth business day after the Acceptance Date. Shareholders should refer to the announcement issued by Sino Gas on 30 May 2005 for details of the proposed Open Offer.