BEIJING, Sept. 14 /Xinhua-PRNewswire-FirstCall/ -- Sino Gas International Holdings, Inc. (OTC Bulletin Board: SGAS) (“Sino Gas”, the “Company”) and its subsidiary Beijing Zhong Ran Wei Ye Gas Co., Ltd. (“Beijing Gas”) today announced that it closed a private placement of the Company’s common stock with institutional investors on September 13, 2007 resulting in $18.8 million in gross proceeds. Roth Capital Partners, LLC acted as the placement agent for the transaction.
Pursuant to a Securities Purchase Agreement, approximately 8.34 million shares of the Company’s common stock were sold in a private sale at $2.25 per share. In addition, the investors are entitled to receive an aggregate of 1.5 million additional shares of the Company’s common stock if the Company’s after-tax net income for the fiscal year ending December 31, 2008 is less than $11,000,000; those shares will be newly issued from treasury at closing and will be placed in escrow until the end of 2008.
The shares and warrants are not registered under the Securities Act, or any state securities laws, and were sold and issued in a private placement transaction under Regulation D. Unless the shares and warrants are registered, they may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws. Sino Gas has agreed to register the shares, including the shares issuable upon exercise of the warrants, for resale on a registration statement to be filed on with the U.S. Securities and Exchange Commission at a later date. Additional information about the private placement financing is set forth in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission.
About Sino Gas International Holdings
The Company, through its indirectly wholly-owned subsidiary, Beijing Zhong Ran Wei Ye Gas Co., Ltd. (“Beijing Gas”) and the subsidiaries of Beijing Gas, is a leading developer of natural gas distribution systems in small- and medium-sized cities in China, as well as a distributor of natural gas to residential, commercial and industrial customers in China. The Company owns and operates 25 natural gas distribution systems serving approximately 75,000 residential and six commercial and industrial customers. Facilities include over 700 kilometers of pipeline and delivery networks with a daily capacity of approximately 70,000 cubic meters of natural gas. The Company is currently constructing four additional natural gas distribution systems, and two other distribution systems are in the planning stages. Beijing Gas owns and operates natural gas distribution systems primarily in Hebei, Jiangsu, Anhui and Shandong Provinces. For further information, visit the Company’s website at http://www.sino-gas.com .
Safe Harbor Statement
This announcement contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements, including but not limited to statements relating to the Company’s ability to raise additional capital to finance the Company’s activities; the effectiveness, profitability, and marketability of its products; legal and regulatory risks associated with the Company’s financing or corporate structure; the future trading of the common stock of the Company; the ability of the Company to operate as a public company; the period of time for which its current liquidity will enable the Company to fund its operations; general economic and business conditions; the volatility of the Company’s operating results and financial condition; and other risks detailed in the company’s filings with the Securities and Exchange Commission. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about the Company and the natural gas industry in China. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results.
All information in this release is as of September 14, 2007. The Company undertakes no duty to update any forward-looking statements to conform the release to actual results or changes in its circumstances or expectations after the date of this release.
For more information, please contact:
Sino Gas International Holdings, Inc.
Ms. Fang Chen, Chief Financial Officer
Tel: +86-10-8260-0527
Email: chenfang@sino-gas.com
CCG Elite Investor Relations
Crocker Coulson, President
Tel: +1-646-213-1915/1914 (New York)
Email: crocker.coulson@ccgir.com
