Rights Issue Prospectus

1.           Prospectus

Sino Gas & Energy Holdings Limited (SGEH) has issued a prospectus (Prospectus) dated 18 May 2010 which was lodged with the Australian Securities and Investments Commission (ASIC) and the Australian Securities Exchange (ASX) on that date.

Pursuant to the rights issue, each Eligible Shareholder is being offered 6 New Shares for every 1 Share held as at the close of business on the Record Date (being 27 May 2010), together with 1 free Attaching 2012 Option (exercisable for 12.5 cents on or before 31 December 2012) for each 5 New Shares issued (Rights Issue).  The Offer Price is 3.3 cents per New Share and each Attaching 2010 Option will be issued for no additional consideration.  The issue of New Shares and Attaching Options pursuant to the Rights Issue will raise up to $29.5 million before costs of the Rights Issue.  The Offer is underwritten to $26.3 million.

Pursuant to the Shortfall Offer (as defined in the Prospectus), investors are being offered the opportunity to participate in the shortfall for the Rights Issue on the same terms.

In the Prospectus, where applicable, the Rights Issue and the Shortfall Offer are together referred to as the offer (Offer).

2.           Disclaimer

The Prospectus is an important document which provides information about investing in SGEH securities and should be read in its entirety.  If you do not understand it you should consult your professional advisor without delay.

The attached document is an electronic reproduction of the Prospectus lodged with ASIC.  No responsibility for the contents of the Prospectus is taken by ASIC.

The electronic prospectus is only available to persons in Australia and is only available for applications into the Shortfall Offer by persons receiving the Prospectus in the Australia.

The terms and conditions of accessing the electronic Prospectus are set out below. To access the Prospectus, you must first read and agree to the following terms and conditions. The information on this page is not part of the Prospectus. Capitalised words have the same meaning as in the Prospectus.

3.           Offer Dates

The Offer opens on 1 June 2010.  The Rights Issue is scheduled to close on 17 June 2010 and the Shortfall Offer (which is independent to the Rights Issue) will remain open until a date no later than 3 months after the closing date of the Rights Issue.

4.           Australian, New Zealand, United Kingdom and Luxembourg Residents only

SGEH is making the Rights Issue and the Shortfall Offer only to people applying from Australia, New Zealand, the United Kingdom and Luxembourg.  The electronic Prospectus is designed only for people in Australia, accessing the electronic Prospectus from within Australia.

The distribution of this Prospectus in jurisdictions outside of Australia may be restricted by law and persons who come into possession of this Prospectus should seek their own advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.  This Prospectus (and the accompanying Application Form) do not constitute an offer of, or invitation to subscribe for securities in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation.

5.           How to apply

An Application for shares pursuant to the Offer can be made by either:

(a)               printing and completing the relevant Application Form attached to or accompanied by the electronic Prospectus; or

(b)               completing the relevant Application Form attached to or accompanied by a paper form of the Prospectus.

and then lodging the form and the application moneys in accordance with the directions set out in the Prospectus.

You may request a paper copy of the Prospectus, and any supplementary or replacement prospectus, from SGEH by email at This e-mail address is being protected from spambots. You need JavaScript enabled to view it . The paper copy of the Prospectus, or any supplementary or replacement prospectus, shall be provided to you by ordinary pre-paid post free of charge.

The expiry date of the Prospectus is 13 months after the lodgement date.

6.           Passing on the Prospectus

The Corporations Act prohibits the distribution of the Application Form unless the form is included in a copy of the Prospectus or is accompanied by a copy of the Prospectus.

Investors should read the Prospectus before completing the relevant Application Form. SGEH reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the Application Form, the form was not provided together with the Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered. In such a case, the Application moneys received will be dealt with in accordance with section 722 of the Corporations Act.

7.           Electronic Prospectus

The electronic Prospectus is 48 pages, excluding the Shortfall Application Form and is in Adobe Portable Document format (PDF).

You should ensure that any copy of the electronic Prospectus that you download is complete. If you experience any difficulty downloading the complete electronic Prospectus please notify SGEH and request a paper form of the Prospectus.

8.           View Prospectus

If you agree to or comply with all of the terms and conditions above, and wish to proceed to view the electronic Prospectus, please click the following link.