09:41     SINOGAS<00260> - Announcement & Resumption of Trading (9)           

    Immediately after completion of the Open Offer                            
    (assuming no Qualifying Shareholder, except CATIC, has                    
    taken up its entitlements under the Open Offer and the                    
    Underwriter honors its underwriting commitment)                           
       Sino Gas Shares   %   Sino Gas Shares   %   Sino                       
    Gas Shares   %                                                            
                                                                              
    CATIC   885,000,000   26.42   2,655,000,000   26.42                       
    2,655,000,000   26.42                                                     
    Underwriter (Note)   -   -   -   -   4,929,033,510                        
    49.05                                                                     
    Other public shareholders   2,464,516,755   73.58                         
    7,393,550,265   73.58   2,464,516,755   24.53                             
                                                                              
    Total   3,349,516,755   100.00   10,048,550,265                           
    100.00   10,048,550,265   100.00                                          
                                                                              
    (2)   Assuming all outstanding Warrants are 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)                                                     
                                                                              
    Immediately after completion of the Open Offer                            
    (assuming no Qualifying Shareholder, except CATIC, has                    
    taken up its entitlements under the Open Offer and the                    
    Underwriter honors its underwriting commitment)                           
       Sino Gas Shares   %   Sino Gas Shares   %   Sino                       
    Gas Shares   %                                                            
                                                                              
    CATIC   885,000,000   23.60   2,655,000,000   23.60                       
    2,655,000,000   23.60                                                     
    Underwriter (Note)   -   -   -   -   5,729,033,510                        
    50.93                                                                     
    Warrantholders   400,000,000   10.67                                      
    1,200,000,000   10.67   400,000,000   3.56                                
    Other public shareholders   2,464,516,755   65.73                         
    7,393,550,265   65.73   2,464,516,755   21.91                             
                                                                              
    Total   3,349,516,755   100.00   11,248,550,265                           
    100.00   11,248,550,265   100.00                                          
                                                                              
    Note:   According to the Underwriter, as at the date                      
    of this announcement the Underwriter has entered into                     
    sub-underwriting agreements with independent                              
    sub-underwriters, to sub-underwrite 3,450,000,000                         
    Offer Shares, representing about 34.3% of the enlarged                    
    issued share capital of Sino Gas immediately upon the                     
    completion of the Open Offer (assuming no Warrant is                      
    exercise before the Record Date) or about 30.7% of the                    
    enlarged issued share capital of Sino Gas immediately                     
    upon the completion of the Open Offer (assuming all                       
    outstanding Warrants are exercise before the Record                       
    Date). Therefore each of the Underwriter and the                          
    sub-underwriters will at no time hold 30% or more                         
    interests in Sino Gas upon the completion of the Open                     
    Offer as a result of taking up any unsubscribed Offer                     
    Shares.                                                                   
                                                                              
    Pursuant to the Irrevocable Undertaking, CATIC, the                       
    substantial shareholder of Sino Gas, has irrevocably                      
    undertaken to procure its wholly-owned subsidiary to                      
    take up all its entitlement under the Open Offer (being                   
    1,770,000,000 Offer Shares). The balance of the Offer                     
    Shares not taken up by the wholly-owned subsidiary of                     
    CATIC pursuant to the Irrevocable Undertaking, being                      
    not more than 5,729,033,510 Offer Shares, are                             
    underwritten by the Underwriter subject to and upon the                   
    terms and conditions of the Underwriting Agreement.                       
                                                                              
    The Underwriter has indicated that it has no intention                    
    to become a substantial Sino Gas Shareholder (as                          
    defined in the Listing Rules) and in this connection,                     
    the Underwriter may take appropriate actions to dispose                   
    of the Offer Shares underwritten by it to third parties                   
    independent of the Group and connected persons (as                        
    defined under the Listing Rules) of the Group.