09:39     SINOGAS<00260> - Announcement & Resumption of Trading (3)           

    The Open Offer is conditional upon, among other things,                   
    the approval by the independent Sino Gas Shareholders                     
    of the Global King Subscription and the Open Offer as                     
    referred to in the section headed "Conditions of the                      
    Open Offer" below, and is further subject to the                          
    Underwriter not terminating the Underwriting Agreement                    
    as referred to in the sections headed "Termination of                     
    the Underwriting Agreement" below. Accordingly, the                       
    Open Offer may or may not proceed.                                        
                                                                              
    Pursuant to the requirements of Rule 7.24(5) of the                       
    Listing Rules, the proposed Open Offer is conditional                     
    on the approval by the independent Sino Gas                               
    Shareholders. Sino Gas has no controlling shareholders                    
    as defined in Rule 1.01 of the Listing Rules. As at the                   
    date of this announcement, none of the Sino Gas                           
    Directors, chief executive of Sino Gas and their                          
    respective associates held any Sino Gas Shares.                           
    Accordingly, no Sino Gas Shareholders shall abstain                       
    from voting at the Sino Gas EGM to approve the Open                       
    Offer.                                                                    
                                                                              
    WARNING OF THE RISK OF DEALINGS IN SINO GAS SHARES                        
    Sino Gas Shareholders and potential investors should                      
    note that the Global King Subscription and the Open                       
    Offer, which are subject to a number of conditions                        
    precedent, may or may not be completed.                                   
                                                                              
    In addition, the Open Offer is conditional upon the                       
    Underwriting Agreement having become unconditional and                    
    the Underwriter not having terminated the Underwriting                    
    Agreement in accordance with the terms thereof (a                         
    summary of which is set out in the sub-paragraph headed                   
    "Termination of the Underwriting Agreement" below).                       
    Accordingly, the Open Offer may or may not proceed.                       
                                                                              
    Sino Gas Shareholders and potential investors should                      
    therefore exercise caution when dealing in the Sino Gas                   
    Shares, and if they are in any doubt about their                          
    position, they should consult their professional                          
    advisers.                                                                 
                                                                              
    Sino Gas Shareholders should note that the trading of                     
    Sino Gas Shares on ex-entitlement basis is expected to                    
    commence on 29 June 2005. Sino Gas Shareholders should                    
    also note that dealings in such Sino Gas Shares will                      
    take place while the conditions to which the                              
    Underwriting Agreement is subject remain unfulfilled.                     
    Any Sino Gas Shareholders or other persons dealing in                     
    such Sino Gas Shares up to the date on which all                          
    conditions to which the Open Offer is subject are                         
    fulfilled (which is expected to be 26 July 2005), will                    
    accordingly bear the risk that the Open Offer cannot                      
    become unconditional and may not proceed. Any Sino Gas                    
    Shareholders or potential investors contemplating                         
    selling or purchasing Sino Gas Shares, who is in any                      
    doubt about his/her/its position, is recommended to                       
    consult his/her/its own professional adviser.                             
                                                                              
    GENERAL                                                                   
    The Independent Board Committee will be established to                    
    advise the independent Sino Gas Shareholders in                           
    relation to the terms of the Global King Subscription                     
    and the Open Offer. An independent financial adviser                      
    will be appointed to advise the Independent Board                         
    Committee and independent Sino Gas Shareholders in                        
    these respects.                                                           
                                                                              
    A circular containing, among other things, further                        
    details of (i) the Global King Subscription and the Open                  
    Offer; (ii) the advice of the independent financial                       
    adviser to the Independent Board Committee and the                        
    independent Sino Gas Shareholders in relation to the                      
    Global King Subscription and the Open Offer; (iii) the                    
    recommendation of the Independent Board Committee to                      
    the independent Sino Gas Shareholders in relation to                      
    the Global King Subscription and the Open Offer; and                      
    (iv) a notice of convening the Sino Gas EGM, will be                      
    despatched to the Sino Gas Shareholders as soon as                        
    practicable.