09:42     SINOGAS<00260> - Announcement & Resumption of Trading (10)          

    If as a result of the Open Offer, less than 25% of the                    
    issued Sino Gas Shares are in the hands of the public,                    
    Sino Gas will take appropriate steps to restore the                       
    public float to 25%. The Stock Exchange has stated that,                  
    if less than 25% of the issued Sino Gas Shares are in                     
    public hands following the completion of the Open Offer,                  
    or if the Stock Exchange believes that a false market                     
    exists or may exist in the trading of the Sino Gas Shares                 
    or that there are insufficient Sino Gas Shares in public                  
    hands to maintain an orderly market, it will consider                     
    exercising its discretion to suspend dealings in the                      
    Sino Gas Shares.                                                          
                                                                              
    Termination of the Underwriting Agreement                                 
    The Underwriter may terminate the Underwriting                            
    Agreement by notice in writing to Sino Gas at any time                    
    if, prior to 5:00 p.m. on the third Business Day after                    
    the Acceptance Date, which is expected to be 26 July                      
    2005, or such date as may be agreed between Sino Gas                      
    and the Underwriter in writing, there shall develop,                      
    occur, exist or come into effect:                                         
                                                                              
    (a)   any new law or regulation or any change in the                      
    existing laws or regulations or any change in the                         
    interpretation or application thereof by any court or                     
    other competent authority in Hong Kong or any other                       
    place that is the place of incorporation of any member                    
    of the Sino Gas Group, or in which any member of the                      
    Sino Gas Group conducts or carries on business; or                        
                                                                              
    (b)   any change in, or any event or series of events                     
    resulting or likely to result in any change in, local,                    
    national or international financial, political,                           
    military, industrial, economic, currency, stock market                    
    or (whether or not sui generis with any of the foregoing)                 
    other market conditions; or                                               
                                                                              
    (c)   any change in the conditions of local, national                     
    or international securities markets (including but                        
    without limitation, the imposition of any moratorium,                     
    suspension or material restriction on trading in                          
    securities generally on the Stock Exchange due to                         
    exceptional financial circumstances or otherwise); or                     
                                                                              
    (d)   the imposition of economic sanction or                              
    withdrawal of trading privileges, in whatever form, by                    
    the United States of America or by the European Union                     
    (or any member thereof) on Hong Kong or any jurisdiction                  
    relevant to the Sino Gas Group; or                                        
                                                                              
    (e)   a general moratorium on commercial banking                          
    activities in Hong Kong declared by the relevant                          
    authorities; or                                                           
                                                                              
    (f)   any change or development involving a                               
    prospective change in taxation or exchange control (or                    
    the implementation of any exchange control) in Hong                       
    Kong or other jurisdictions relevant to the Sino Gas                      
    Group; or                                                                 
                                                                              
    (g)   any event of force majeure including, without                       
    limiting the generality thereof, any act of God, war,                     
    riot, public disorder, civil commotion, fire, flood,                      
    explosion, epidemic, terrorism, strike or lock-out; or                    
                                                                              
    (h)   any change in the business or in the financial                      
    or trading position of the Sino Gas Group; or                             
                                                                              
    (i)   any other material adverse change whether or not                    
    ejusdem generic with any of the foregoing,                                
                                                                              
       in relation to sub-paragraphs (a) to (i) above which                   
    in the sole opinion of the Underwriter:                                   
                                                                              
    (i)   has or might have a material adverse effect on                      
    Sino Gas or the Sino Gas Group or the Open Offer; or                      
                                                                              
    (ii)   has or might have a material adverse effect on                     
    the success of the Open Offer or the level of Offer                       
    Shares taken up; or                                                       
                                                                              
    (iii)   makes it inadvisable or inexpedient for Sino                      
    Gas to proceed with the Open Offer, or