09:39     SINOGAS<00260> - Announcement & Resumption of Trading (5)           

    The table below sets out the shareholding structure of                    
    Sino Gas in Global King upon completion of the Global                     
    King Rights Issue and upon full conversion of the Global                  
    King Convertible Notes:                                                   
                                                                              
       As at the date of this announcement                                    
                                                                              
    Upon full conversion of the Global King Convertible                       
    Notes assuming the Global King Options are exercised                      
                                                                              
    Upon completion of the Global King Rights Issue                           
       Global King   %   Global King   Global King                            
       Shares   Shares   %   Shares   %                                       
                                                                              
    Grand Corporate   10,200   51.0   22,200   69.4                           
    94,200   90.6                                                             
    Best Rich   9,800   49.0   9,800   30.6   9,800                           
    9.4                                                                       
                                                                              
    Total   20,000   100.0   32,000   100.0   104,000                         
    100.0                                                                     
                                                                              
    The Global King Subscription constitutes a                                
    discloseable transaction for Sino Gas under the Listing                   
    Rules. Each of Ms. Ka Ying, a Sino Gas Director, and                      
    Ms. Wen Tong Jun, a former Sino Gas Director, is                          
    beneficially interested in 50% shareholding in Best                       
    Rich. Accordingly, Global King is considered as a                         
    connected person of Sino Gas for the purpose of the                       
    Listing Rules and as such, the Global King Subscription                   
    also constitutes a connected transaction for Sino Gas                     
    and the completion of the Global King Subscription is                     
    conditional upon approval by the independent Sino Gas                     
    Shareholders. As at the date of this announcement, none                   
    of the Sino Gas Shareholders has a material interest                      
    in the Global King Subscription pursuant to Rule 14A.18                   
    of the Listing Rules, accordingly, no Sino Gas                            
    Shareholders shall abstain from voting at the Sino Gas                    
    EGM to approve the Global King Subscription.                              
                                                                              
    Further information on Global King and reasons for the                    
    Global King Subscription are set out in the sections                      
    headed "Information on Global King" and "Reasons for                      
    the Global King Subscription and the Open Offer, and                      
    use of proceeds" below.                                                   
                                                                              
    PROPOSED OPEN OFFER                                                       
    Issue statistics:                                                         
    Basis of the Open Offer   :   Two Offer Shares for                        
    every Sino Gas Share held on the Record Date                              
                                                                              
    Subscription Price   :   HK$0.02 per Offer Share                          
                                                                              
    Sino Gas Shares in issue as at the date of this                           
    announcement   :   3,349,516,755 Sino Gas Shares                          
                                                                              
    Number of Offer Shares   :   Not less than                                
    6,699,033,510 Offer Shares (assuming no Warrant is                        
    exercised from the date hereof to the Record Date) and                    
    not more than 7,499,033,510 Offer Shares (assuming all                    
    outstanding Warrants are exercised prior to the Record                    
    Date)                                                                     
                                                                              
    Number of Offer Shares underwritten by the                                
    Underwriter   :   Not more than 5,729,033,510 Offer                       
    Shares (assuming all outstanding Warrants are                             
    exercised prior to the Record  Date) and not less than                    
    4,929,033,510 Offer Shares (assuming no Warrant is                        
    exercised prior to the Record Date)                                       
                                                                              
    Sino Gas Shares in issue upon completion of the Open                      
    Offer   :   Not less than 10,048,550,265 Sino Gas                         
    Shares (assuming no Warrant is exercised from the date                    
    hereof to the Record Date) and not more than                              
    11,248,550,265 Sino Gas Shares (assuming all                              
    outstanding Warrants are exercised prior to the Record                    
    Date)                                                                     
                                                                              
    As at the date of this announcement, there were                           
    400,000,000 outstanding Warrants entitling the                            
    Warrantholders to subscribe an aggregate of                               
    400,000,000 Sino Gas Shares at a subscription price of                    
    HK$0.096 (for the 2005-Warrants) and HK$0.098 (for the                    
    2006-Warrants) respectively. The Warrantholders and                       
    their ultimate beneficial owners are third parties                        
    independent of the Group and connected persons (as                        
    defined under the Listing Rules) of the Group.