09:40 SINOGAS<00260> - Announcement & Resumption of Trading (7) Share certificates and refund cheques Subject to the fulfillment of the conditions of the Open Offer, share certificates for all fully-paid Offer Shares and refund cheques in respect of unsuccessful excess application (if any) are expected to be posted to those entitled thereto by ordinary mail at their own risk on or before 27 July 2005. Rights of the Overseas Shareholders Sino Gas will comply with all necessary requirements under Rule 13.36(2) of the Listing Rules. If at the close of business on the Record Date, there are any Sino Gas Shareholders whose addresses as shown on Sino Gas's register of members are outside Hong Kong, Sino Gas will only exclude the Non-Qualifying Shareholders from the Open Offer after making enquiry regarding the legal restrictions under the laws of the relevant jurisdictions. If based on legal opinions provided by legal advisers of the relevant jurisdictions, the Sino Gas Board is of the opinion that it would be necessary or expedient, on account either of the legal restrictions under the laws of the relevant place or any requirement of the relevant regulatory body or stock exchange in that place, not to offer the Offer Shares to such Sino Gas Shareholders, the Open Offer will not be extended to the Non-Qualifying Shareholders. In such circumstances, Sino Gas will send the Prospectus to the Non-Qualifying Shareholders for their information only but will not send assured allotment letters and/or forms for application for excess Offer Shares to the Non-Qualifying Shareholders. The invitation to subscribe for the Offer Shares is not transferable or capable of renunciation and there will not be any trading in nil-paid entitlements on the Stock Exchange. Application for excess Offer Shares Under the Open Offer, Qualifying Shareholders may apply for any entitlements of the Non-Qualifying Shareholders and any Offer Shares not taken up by the Qualifying Shareholders Application can be made by completing the forms for application for excess Offer Shares and lodging the same with remittance for the excess Offer Shares. The Sino Gas Directors will allocate the excess Offer Shares at their discretion and on a fair and equitable basis by reference to the number of excess Offer Shares applied for by each Qualifying Shareholder but will give preference to topping up odd-lots to whole board lots. Conditions of the Open Offer Completion of the Open Offer is conditional upon fulfillment of the following conditions: (a) the signing by or on behalf of all the Sino Gas Directors (or by their agents duly authorised in writing) three printed copies of each of the Prospectus Documents on or before the Prospectus Posting Date; (b) the delivery of one signed copy of each of the Prospectus Documents referred to in (a) above to the Underwriter on or before the Prospectus Posting Date; (c) the delivery to the Stock Exchange and filing and registration with the Registrar of Companies in Hong Kong respectively of two copies of each of the Prospectus Documents each duly signed by all the Sino Gas Directors (or by their agents duly authorised in writing) in compliance with section 38D of the Companies Ordinance (and all other documents required to be attached thereto) and otherwise complying with the requirements of the Companies Ordinance and the Listing Rules on or before the Prospectus Posting Date; (d) the posting of copies of the Prospectus Documents to the Qualifying Shareholders and the posting of the Prospectus stamped "For Information Only" to the Non-Qualifying Shareholders on or before the Prospectus Posting Date; (e) compliance by Sino Gas with all its material obligations under the Underwriting Agreement;