09:40     SINOGAS<00260> - Announcement & Resumption of Trading (6)           

    Save for the aforesaid Warrants, Sino Gas has no                          
    convertible securities, options or warrants in issue                      
    which confer any rights to subscribe or convert or                        
    exchange for Sino Gas Shares.                                             
                                                                              
    Sino Gas has not issued any Sino Gas Shares by way of                     
    rights issue or open offer in the 12 month-period                         
    immediately prior to the date of this announcement.                       
                                                                              
    Qualifying Shareholders                                                   
    Sino Gas will send assured allotment letters and forms                    
    of application for excess Offer Shares to Qualifying                      
    Shareholders only.                                                        
                                                                              
    To qualify for the Open Offer, Sino Gas Shareholders                      
    must at the close of business on the Record Date:                         
                                                                              
    (i)   be registered on the register of members of Sino                    
    Gas; and                                                                  
                                                                              
    (ii)   not be a Non-Qualifying Shareholder.                               
                                                                              
    In order to be registered as a member of Sino Gas on                      
    the Record Date, Sino Gas Shareholders must lodge any                     
    transfer of Sino Gas Shares (together with the relevant                   
    share certificate(s)) for registration with the                           
    Registrar by 4:00 p.m. on 30 June 2005.                                   
                                                                              
    Closure of register of members                                            
    The register of members of Sino Gas will be closed from                   
    4 July 2005 to 6 July 2005, both days inclusive. No                       
    transfer of Sino Gas Shares will be registered during                     
    this period.                                                              
                                                                              
    Subscription Price                                                        
    HK$0.02 per Offer Share, payable in full when a                           
    Qualifying Shareholder accepts the Offer Shares or                        
    applies for excess Offer Shares.                                          
                                                                              
    The Subscription Price represents:                                        
                                                                              
    (i)   a discount of approximately 48.7% to the closing                    
    price of HK$0.039 per Sino Gas Share as quoted on the                     
    Stock Exchange on 23 May 2005, being the last trading                     
    day before the date of this announcement;                                 
                                                                              
    (ii)   a discount of approximately 23.1% to the                           
    theoretical ex-entitlement price of approximately                         
    HK$0.026 per Share based on the aforesaid closing price                   
    per Sino Gas Share;                                                       
                                                                              
    (iii) a discount of approximately 62.12% to the average                   
    closing price of HK$0.0528 per Sino Gas Share as quoted                   
    on the Stock Exchange for the last 5 consecutive trading                  
    days up to and including 23 May 2005; and                                 
                                                                              
    (iv) a discount of approximately 62.5% to the average                     
    closing price of HK$0.0534 per Sino Gas Share as quoted                   
    on the Stock Exchange for the last 10 consecutive                         
    trading days up to and including 23 May 2005.                             
                                                                              
    The Subscription Price was determined after arm's                         
    length negotiation between Sino Gas and the Underwriter.                  
    The Sino Gas Directors consider that the terms of the                     
    Open Offer are fair and reasonable and the Open Offer                     
    is in the interests of Sino Gas and the Sino Gas                          
    Shareholders as a whole. The Sino Gas Directors also                      
    consider that the discount of the Subscription Price                      
    for each Offer Share as compared to the recent market                     
    prices would encourage Sino Gas Shareholders to                           
    participate in the Open Offer.                                            
                                                                              
    Basis of the Open Offer                                                   
    Two Offer Shares for every Sino Gas Share held by the                     
    Qualifying Shareholders on the Record Date.                               
                                                                              
    Status of the Offer Shares                                                
    When issued and fully paid, the Offer Shares will rank                    
    pari passu in all respects with the Sino Gas Shares in                    
    issue. Holders of the Offer Shares will be entitled to                    
    receive all future dividends and distributions which                      
    are declared, made or paid after the date of allotment                    
    and issue of the Offer Shares.