AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 3rd, 2014 • Liu Yuchuan • Natural gas transmission
This AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of June 2, 2014, amends that certain Agreement and Plan of Merger, dated as of April 3, 2014, as amended by that certain Amendment to the Agreement and Plan of Merger, dated as of April 16, 2014 (as amended, the “Agreement”), among Prosperity Gas Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Merger Sub Gas Holdings Inc., a Utah corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Sino Gas International Holdings, Inc., a Utah corporation (the “Company”). Parent, Merger Sub and the Company may hereafter be referred to as a “Party” in their individual capacities and as “Parties” collectively.
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 18th, 2014 • Liu Yuchuan • Natural gas transmission
Amendment (this “Amendment”) dated April 16, 2014 to Agreement and Plan of Merger, dated as of April 3, 2014 (the “Agreement”), among Prosperity Gas Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Merger Sub Gas Holdings Inc., a Utah corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Sino Gas International Holdings, Inc., a Utah corporation (the “Company”). Parent, Merger Sub and the Company may hereafter be referred to as a “Party” in their individual capacities and as “Parties” collectively.
MSPEA GAS HOLDINGS LIMITED December 8, 2013Consortium Agreement • December 9th, 2013 • Liu Yuchuan • Natural gas transmission • Hong Kong
MSPEA Gas Holdings Limited ("MSPEA"), a vehicle controlled by Morgan Stanley Private Equity Asia IV, L.P., is interested in pursuing with you a possible acquisition (the "Transaction") of all outstanding shares of capital stock in Sino Gas International Holdings, Inc. (the "Company") through a special purpose vehicle ("Bidco") to be owned by MSPEA, you and your affiliates and nominees (together with you, the "Shareholder"). As a condition to the delivery of a preliminary non-binding proposal letter to the Company (the "Proposal Letter", the form of which is set forth in Exhibit A hereto) and to further our discussions relating to the Transaction, the Shareholder and MSPEA agree to the following:
