MSPEA GAS HOLDINGS LIMITED December 8, 2013Liu Yuchuan • December 9th, 2013 • 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:
