09:42 SINOGAS<00260> - Announcement & Resumption of Trading (11) (j) any matter or event showing any of the warranties, undertakings or provisions contained in the Underwriting Agreement to be untrue, inaccurate or misleading in any respect when given or repeated or there has been a breach of any of the warranties, undertakings or any other provisions of the Underwriting Agreement; or (k) any event, act or omission which gives or is likely to give rise to any liability of Sino Gas arising out of or in connection with any warranties or undertakings contained in the Underwriting Agreement, Save for all reasonable costs, charges and expenses which may be incurred in connection with the Open Offer, upon the giving of notice termination, all obligations of the Underwriter under the Underwriting Agreement shall cease and no party shall have any claim against any other parities in respect of any matter or thing arising out of or in connection with the Underwriting Agreement. If the Underwriter exercises such right, the Open Offer will not proceed. ADJUSTMENTS TO THE EXERCISE PRICE OF THE WARRANTS Subject to completion of the Open Offer, the exercise price of the Warrants may be required to be adjusted as a result of the Open Offer. A further announcement will be made by Sino Gas relating to the adjustment upon the confirmation of the exact number of the Offer Shares to be issued. The calculation of adjustment in relation to the exercise price of the Warrants will be made in accordance with their respective terms. INFORMATION ON GLOBAL KING Global King, a 51%-owned subsidiary of Grand Corporate which in turn is a wholly-owned subsidiary of Sino Gas, is an investment holding company and its subsidiaries are principally engaged in the investment, construction and operation of LPG and CNG stations in the PRC, marketing and sale of plant and equipment for gas stations and provision of related system integration technology, the research, manufacturing and distribution of conversion kits for motor vehicles to switch to alternative fuel of LPG or CNG. Sino Gas acquired the 51% interest in Global King in March 2004. According to the audited consolidated accounts of the Global King Group for the year ended 31 December 2003, the Global King Group recognized a profit before and after taxation and extraordinary items of approximately HK$12,600,000 and HK$12,500,000 for the year respectively, and recorded a net asset value of approximately HK$12,600,000 as at 31 December 2003. According to the unaudited consolidated accounts of the Global King Group for the year ended 31 December 2004, the Global King Group recognized a loss before and after taxation and extraordinary items of approximately HK$11,541,000 and HK$12,222,000 for the year respectively, and recorded a net asset value of approximately HK$45,861,000 as at 31 December 2004. INFORMATION ON SINO GAS Sino Gas has, since its acquisition of 51% interest in Global King in March 2004, principally engaged in trading of conversion parts and gas station equipment and operation of gas station. According to the audited consolidated accounts of Sino Gas, the Sino Gas Group recorded a loss before tax and a net loss of approximately HK$24,769,000 and approximately HK$20,326,000 respectively for the year ended 30 June 2003, and a net asset value of approximately HK$253,327,000 as at 30 June 2003. The Sino Gas Group recorded a loss before tax and a net loss of approximately HK$5,757,000 and approximately HK$7,028,000 respectively for the year ended 30 June 2004 and recorded a net asset value of approximately HK$297,472,000 as at 30 June 2004. According to the unaudited consolidated accounts of Sino Gas for the six months ended 31 December 2004, the Sino Gas Group recorded a loss before tax and a net loss of approximately HK$7,043,000 and approximately HK$8,220,000 respectively for the period, and a net asset value of approximately HK$305,633,000 as at 31 December 2004.