Sino Gas & Energy : Federal Court of Australia Approves Scheme of Arrangement

11 September 2018

FEDERAL COURT OF AUSTRALIA APPROVES SCHEME OF ARRANGEMENT

Sino Gas & Energy Holdings Limited (ASX: SEH, the "Company" or "Sino Gas") is pleased to announce that the Federal Court of Australia has made orders today approving the scheme of arrangement between Sino Gas and its shareholders (the "Scheme") pursuant to sections 411(4)(b) and 411(6) of the Corporations Act 2001 (Cth) ("Court Orders"). The Scheme, once implemented, will result in a wholly-owned subsidiary of Lone Star Fund X Acquisitions, LLC (together with its affiliates, "Lone Star") acquiring 100% of Sino Gas' issued share capital.

Sino Gas expects to lodge a copy of the Court Orders with the Australian Securities and Investments Commission on Wednesday, 12 September 2018, at which point the Scheme will become legally effective. Sino Gas will then apply for its shares to be suspended from trading on the ASX with effect from the close of trade on Wednesday, 12 September 2018.

Upon the Scheme becoming effective, Sino Gas shareholders will receive the scheme consideration of A$0.25 ("Scheme Consideration") for each Sino Gas share held at 5:00pm (Sydney time) on the Record Date, Friday, 14 September 2018. Shareholders will be paid their Scheme Consideration on or around Wednesday, 19 September 2018, in cash either by electronic funds transfer into their nominated Australian bank account or Australian dollar cheque.

Shareholder Information Line

Sino Gas shareholders who have questions in relation to the Scheme should contact the Sino Gas Shareholder Information Line on 1300 223 089 (within Australia) or [phone] (outside Australia), Monday to Friday between 8:30am to 5:00pm (Sydney time).

Investor Enquiries:

Sino Gas & Energy Holdings Limited Investor Relations [phone] 1300 746 642 (local call within Australia)[e-mail]

Media Enquiries:

Citadel-MAGNUS

Peter Brookes	James Strong
P: [phone]	P: [phone]
E:[e-mail]	E:[e-mail]

About Sino Gas & Energy Holdings Limited

Sino Gas & Energy Holdings Limited ("Sino Gas" ASX: SEH) is an Australian energy company focused on developing natural gas assets in China. Sino Gas holds a 49% interest in Sino Gas & Energy Limited ("SGE"), the operator of the Linxing and Sanjiaobei Production Sharing Contracts ("PSCs") in the Ordos Basin, China's largest gas producing basin. SGE has been established in Beijing since 2005 and is jointly owned with China New Energy Mining Limited ("CNEML") via

a strategic partnership.

The Linxing PSC is held with CUCBM (a CNOOC wholly-owned subsidiary) and the Sanjiaobei PSC is held with PCCBM (a PetroChina wholly-owned subsidiary). SGE's PSC partners are entitled to participate up to their 51%-PSC participating

interest by contributing their future share of costs.

Sino Gas also holds an option to acquire 7.5% of SGE's participating interest in the Linxing PSC by contributing 7.5% of historical back costs to SGE (3.675% interest assuming full CUCBM participation).

The PSCs cover an area of approximately 2,000km2 in the Ordos basin in Shanxi, a rapidly developing province. The region has mature field developments with an established pipeline infrastructure to major markets. Natural gas is a key component of clean energy supply in China, with the 13th Five-Year Plan identifying the Ordos basin as a strategic natural gas source.

Sino Gas & Energy Holdings Limited (ASX: SEH) was admitted to the Official List of ASX in 2009.

Disclaimer

Certain statements included in this release constitute forward looking information. This information is based upon a number of estimates and assumptions made on a reasonable basis by the Company in light of its experience, current conditions and expectations of future developments, as well as other factors that the Company believes are appropriate in the circumstances. While these estimates and assumptions are considered reasonable, they are inherently subject to business, economic, competitive, political and social uncertainties and contingencies. Whilst the Company considers all the material assumptions to be based on reasonable grounds, there is no certainty that they will prove correct or that the outcomes indicated in the announcement will be achieved. Production profile, plateau rates and other development plan parameters are indicative only and not guidance, and remain subject to any necessary regulatory approvals and applicable investment decisions.

Many factors could cause the Company's actual results to differ materially from those expressed or implied in any forward-looking information provided by, or on behalf of, the Company. Such factors include, among other things, risks relating to gas prices and currency fluctuations; exploration and estimating reserves; development, production and operating risks; competition; regulatory restrictions or failure to obtain necessary approvals and licenses; environmental harm and liability; potential issues with obtaining land access and title disputes; and additional funding requirements. Details of the Company's

material business risks are set out in its annual report. Further, despite the Company having attempted to identify all material factors that may cause actual results to differ, there may be other factors that cause results not to be as anticipated, estimated or intended. Forward-looking information is no guarantee of future performance and, accordingly, investors are cautioned not to put undue reliance on forward-looking information due to the inherent uncertainty therein. Forward-looking information is made as at the date of this release (or as otherwise specified) and except as required by applicable law the Company does not undertake any obligation to update publicly such forward-looking information, whether as a result of new information, future events or results or otherwise.