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China's state-owned behemoths are used to getting their own way, especially on home turf. So when energy giant Sinopec launched a $2.1 billion takeover bid in December for a Hong Kong-listed gas distributor, the odds seemed good. Sinopec ranks among China's national champions, with annual revenues of $391 billion. China Gas Holdings, its acquisition target, had only $2 billion in revenues. Its share price cratered last year after Liu Minghui, its -cofounder and managing director, was jailed in China for -alleged embezzlement. The ousting of two politically influential directors followed.

But Sinopec's joint bid with ENN Energy Holdings, a rival gas distributor, hasn't gone according to plan. It triggered a furious fight-back by Liu, who was freed on bail in late 2011. He has teamed up with the Hong Kong principal in another energy company and invested tens of millions of dollars in China Gas stock. SK Group, a South Korean conglomerate headed by billionaire Chey Tae-Won, has also upped its stake. China Gas' board rejected Sinopec's bid at HK$3.50 a share as "unsolicited and opportunistic," as the share price began to climb on speculation of a bidding war.

Yet Sinopec wasn't the only state entity to lick its lips at China Gas' predicament. In early May a new player emerged: Beijing Enterprises, a state-owned infrastructure conglomerate with its own gas distribution arm. By mid-May it had accumulated the second-largest stake in China Gas, behind Liu's group. What began as a hostile bid by Sinopec had become a three-sided tussle involving another state-owned enterprise (SOE), raising the scenario of a bidding contest between SOEs for a private company aligned with China's embrace of natural gas as a cleaner energy source.

By 2015 gas is targeted to supply 8.4% of energy -consumption, nearly double its share in 2010. As China begins to tap ample domestic shale gas and build more pipelines from Central Asia, controlling the last mile looks like a smart play. China Gas supplies 6.6 million households and 42 million industrial users in 151 cities. Gas -distributors are betting on rising demand from a new -generation of power plants and transport fleets. "We see good value in China Gas ... [because] it's very difficult to repeat their gas business in today's environment," says Bill Mok, chief financial officer of Fortune Oil, the company allied with Liu, the cofounder.

Fortune's stake in China Gas is held via a joint venture with Liu and an investment arm of its principal, Daniel Tat Jung Chiu. Chiu, who declined to be interviewed, is a scion of the family behind Far East Holdings, a property conglomerate in Hong Kong. Mok said Chiu, who also owns Harrow International School, an affiliate of Britain's storied Harrow School, had "leveraged his own credibility" to accumulate China Gas stock using bank loans and other credits. Mok said the stake was strategic as London-listed Fortune has its own oil and gas projects in China.

Then again, so do Sinopec and Beijing Enterprises. More important, they also have deep pockets and political clout. Should ENN decline to pay more for China Gas, as most analysts predict, Sinopec could easily go it alone. "Sinopec would like to do the deal," says Wang Pei, an analyst for Bank of China International in Hong Kong.

Other SOEs are on the prowl for gas assets: CR Gas, a listed unit of China Resources, agreed in May to pay $238 million for AEI China, a private U.S.-funded gas distributor in 11 provinces. CR Gas has vowed to spend up to $1.9 billion on gas acquisitions by 2015. Having stood by and watched as private companies built out city gas networks, will China's energy champions now muscle them out and take the spoils? "There's a lot of rationale for the big guys to get in on this by moving downstream," says Nate Taplin, an energy analyst at GK Dragonomics in Beijing.

To critics of China's brand of capitalism, this has the ring of guojin mintui, meaning the state advances while the private sector retreats. A gusher of cheap capital and access to power tilts the playing field towards SOEs, who feed on upstarts like China Gas. In this light Liu's comeback could either be a spirited defense of his firm's independence or a calculation that premium SOEs can afford to pay premium prices.

Yet Sinopec's approach is notable for its inclusion of ENN, a Hong Kong-listed firm founded by billionaire Wang Yusuo. That Sinopec opted for a joint bid indicates that China's energy champions recognize their blind spot in downstream distribution and marketing compared to -industry leaders like ENN. This points to an intertwining of private and state interests in a strategic and highly regulated sector.

China Gas isn't immune to such alliances. When it listed via a reverse merger in 2001, it found a seat at the table for Hai Xia Finance Holdings, an arm of China's Taiwan Affairs Office. Until April 2011 the board's chairman and vice chairman were representatives of Hai Xia, which then held a 4% stake. The two directors were then ousted for withholding information about the arrest of Liu. He and Huang Yong, another senior executive, were detained in Shenzhen for alleged embezzlement (both are now out on bail, and neither has been charged with any crime).

By then investors in China Gas had taken fright at the turmoil at the top. Its share price began to slide, and earnings appeared to take a knock. Despite a 55% increase in revenues to $2 billion in the year to Mar. 31, 2011 net profit fell from $114 million to $80 million. That slide has since reversed: Net rose by 258% in the six months to Sept. 30 on revenue up 21%.

By October China Gas shares were trading below book value and sharks began to circle the company. Yet even before Sinopec and ENN unveiled their bid, Fortune Oil had quietly begun to accumulate shares, says its CFO Mok. A subsequent meeting between Chiu and Liu sealed an agreement to pool resources. A China Gas source said Fortune's buying spree was initially seen as hostile until Liu revealed their agreement.

Liu couldn't be reached for comment for this article. He attended a recent China Gas shareholder meeting in Shenzhen and is said to have close ties to Pang Yingxue, his replacement as managing director, who joined the company in 2002. Like Liu, Pang has also been accused by minority shareholders of corruption; China Gas said last September that its auditors had found no wrongdoing by Pang.

However, questions still linger over Liu's tenure at China Gas. In Hong Kong purported minority shareholders have held small protests and used online forums to air detailed allegations of fraud in contracting in Liu's home province of Hubei. These contracts, which were also the focus of the police investigation in Shenzhen, allegedly benefited suppliers owned by Liu's extended family.

A China Gas spokesperson said that auditors had independently investigated the company's finances and internal controls and didn't identify any irregularities but hadn't specifically focused on subsidiaries in Hubei. In March Chinese media reported that a China Gas contractor in Chongqing had paid $5.1 million to secure the release of Liu and Huang (the China Gas spokesperson denied that the company or its subsidiaries had paid the bail).

As the takeover battle heats up, such claims and counter-claims could intensify, particularly if Liu seeks to rejoin China Gas as an executive. Thousands of company employees have already signed a petition in rejection of Sinopec's bid, an unusual act of defiance. The company later issued a memo, which was leaked to a website, ordering employees not to talk to the press.

Meanwhile, Beijing Enterprises has yet to reveal fully its intentions. In early May an executive told Chinese media that its share purchase was merely "value-investing behavior." That's behavior that may explain as much of this saga as all the gas in China.