09:41     SINOGAS<00260> - Announcement & Resumption of Trading (8)           

     (f)   delivery by CATIC to the Underwriter and Sino                      
    Gas of the Irrevocable Undertaking duly executed by it                    
    immediately upon the execution of the Underwriting                        
    Agreement by the parties thereto and compliance by                        
    CATIC of the terms of the Irrevocable Undertaking on                      
    or before the Acceptance Date;                                            
                                                                              
    (g)   the Listing Committee of the Stock Exchange (i)                     
    agreeing to grant the approval for listing of, and                        
    permission to deal in, the Offer Shares either                            
    unconditionally or subject to such conditions which the                   
    Underwriter in its absolute opinion accepts and the                       
    satisfaction of such conditions (if any) on or before                     
    the Acceptance Date; and (ii) not having withdrawn or                     
    revoked such listing and permission before 10:00 a.m.                     
    on the fourth Business Day after the Acceptance Date;                     
                                                                              
    (h)   the approval of the Global King Subscription and                    
    the Open Offer by the Sino Gas Shareholders who are                       
    permitted to vote under the Listing Rules, the                            
    Companies Ordinance and the articles of association of                    
    Sino Gas at the Sino Gas EGM on or before the Prospectus                  
    Posting Date;                                                             
                                                                              
    (i)   if required, the approval of CATIC's performance                    
    of its obligations under the Irrevocable Undertaking                      
    by the CATIC Shareholders who are permitted to vote                       
    under the Listing Rules, the applicable laws and the                      
    bye-laws of CATIC at a shareholders meeting on or before                  
    the Prospectus Posting Date; and                                          
                                                                              
    (j)   the due posting to the Sino Gas Shareholders of                     
    a circular in relation to the Open Offer on the Circular                  
    Posting Date.                                                             
                                                                              
    If any of the above conditions are not satisfied and/or                   
    waived on or before the time and dates specified above,                   
    the Open Offer will not proceed. The Underwriter shall                    
    have the right to waive conditions (b), (e) and (f)                       
    above.                                                                    
                                                                              
    Application for listing                                                   
    Sino Gas will apply to the Listing Committee of the                       
    Stock Exchange for the listing of, and permission to                      
    deal in, the Offer Shares.                                                
                                                                              
    Dealings in the Offer Shares will be subject to the                       
    payment of stamp duty in Hong Kong.                                       
                                                                              
    UNDERWRITING ARRANGEMENT                                                  
    Underwriting Agreement                                                    
    Date   :   30 May 2005                                                    
                                                                              
    Issuer   :   Sino Gas                                                     
                                                                              
    Underwriter   :   Kingsway Financial Services                             
                                                                              
    Number of Offer Shares underwritten   :   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)                                                                     
                                                                              
    Commission   :   3% of the aggregate Subscription                         
    Price for the underwritten Offer Shares                                   
                                                                              
    Effects on shareholding structure of Sino Gas                             
    The following is the shareholding structure of Sino Gas                   
    immediately before and after completion of the Open                       
    Offer (assuming no outstanding Warrants are exercised                     
    and no new Sino Gas Shares are issued from the date of                    
    this announcement to the Record Date):                                    
                                                                              
    (1)   Assuming no Warrant is exercised on or before the                   
    Record Date:                                                              
                                                                              
    Immediately before completion of the Open Offer                           
                                                                              
    Immediately after completion of the Open Offer                            
    (assuming all Sino Gas Shareholders are Qualifying                        
    Shareholders and they have taken up their entitlements                    
    under the Open Offer)