09:29     CATIC INT'L<00232> - Announcement (3)                               

    a whole.                                                                  
                                                                              
    GENERAL                                                                   
                                                                              
    Under Rule 14.06(2) of the Listing Rules, the entering into of the        
    Undertaking and the completion of the Subscription constitute 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.                 
                                                                              
    DEFINITIONS                                                               
                                                                              
    "Acceptance Date"  21 July 2005, being the latest date for lodging the    
    application and payment for the Offer Shares                              
                                                                              
    "Board"  the board of Directors                                           
                                                                              
    "CNG"  compressed natural gas                                             
                                                                              
    "Company"  CATIC International Holdings Limited, a company incorporated   
    in Bermuda with limited liability, the issued shares of which are         
    listed on the Stock Exchange                                              
                                                                              
    "Directors"  directors of the Company                                     
                                                                              
    "Entitlement Shares"  1,770,000,000 Sino Gas Shares that the Company or   
    its subsidiary is entitled and has undertaken or has been procured to     
    subscribe for pursuant to the terms of the Open Offer in its capacity     
    as a qualifying shareholder of Sino Gas                                   
                                                                              
    "Group"  the Company and its subsidiaries                                 
                                                                              
    "Hong Kong"  the Hong Kong Special Administrative Region of the PRC       
                                                                              
    "Listing Rules"  the Rules Governing the Listing of Securities on the     
    Stock Exchange                                                            
                                                                              
    "LPG"  liquefied petroleum gas                                            
                                                                              
    "Offer Share(s)"  not less than 6,699,033,510 (assuming no Sino Gas       
    Warrant is exercised from the date hereof to the Record Date) and not     
    more than 7,499,033,510 (assuming all outstanding Sino Gas Warrants are   
    exercised prior to the Record Date) new Sino Gas Shares to be issued by   
    Sino Gas pursuant to the Open Offer                                       
                                                                              
    "Open Offer"  the proposed issue of 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) on the basis of two Offer Shares for every Sino Gas Share    
    held on the Record Date to the qualifying shareholders of Sino Gas        
                                                                              
    "PRC"  the People's Republic of China                                     
                                                                              
    "Prospectus Documents"  the prospectus to be issued by Sino Gas in        
    relation to the proposed Open Offer, the assured allotment letter and     
    the form of application for excess Offer Shares                           
                                                                              
    "Record Date"  6 July 2005, being the date by reference to which          
    entitlements to the Open Offer will be determined                         
                                                                              
    "Share(s)"  ordinary share(s) of HK$0.10 each in the capital of the       
    Company                                                                   
                                                                              
    "Shareholder(s)"  holder(s) of the Shares                                 
                                                                              
    "Sino Gas"  Sino Gas Group Limited, a company incorporated in Hong Kong   
    with limited liability, the issued shares of which are listed on the      
    Stock Exchange                                                            
                                                                              
    "Sino Gas Share(s)"  ordinary share(s) of HK$0.02 each in the capital     
    of Sino Gas                                                               
                                                                              
    "Sino Gas Warrant(s)"  the outstanding warrants issued by Sino Gas        
                                                                              
    "Stock Exchange"  The Stock Exchange of Hong Kong Limited                 
                                                                              
    "Subscription"  the subscription by the Company and/or its subsidiaries   
    of the Entitlement Shares allotted to the Group on the Record Date        
    under the Open Offer                                                      
                                                                              
    "Subscription Price"  the subscription price of HK$0.02 per Offer Share