Unassociated Document
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
Current
Report Pursuant to Section 13 or 15(d)
Of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August
8, 2008
CHINA
NATURAL GAS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or
Other Jurisdiction of Incorporation)
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000-31539
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98-0231607
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(Commission
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(IRS
Employer
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File
Number)
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Identification
No.)
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19th
Floor, Building B, Van Metropolis
Tang
Yan Road, Hi-Tech Zone
Xian,
710065, Shaanxi Province
China
(Address
of Principal Executive Offices) (Zip Code)
86-29-88323325
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
5.02. Election of Directors.
On
August
7, 2008, China Natural Gas, Inc. (the “Company”) appointed three new directors:
Mr. Donald Yang who will serve as a member of the committees, Mr. Carl Yeung
and
Mr. Lawrence W. Leighton who will serve as Chairman of the Audit and
Compensation Committees, respectively. Mr. Carl Yueng and Mr. Lawrence W.
Leighton will be independent board members.
Mr.
Donald Yang is a founding partner and president of Abax Global Capital (“AGC”),
a leading Hong Kong based investment firm focused on Pan-Asian public and
private investments especially in Greater China and Southeast Asia. He was
a
Managing Director responsible for Merrill Lynch’s Hong Kong and China Debt
Capital Markets division from 2000 to 2007. Mr. Yang also serves as a director
for Sinoenergy Corporation (Ticker “SNEH”), a NASDAQ listed company. Mr. Yang
holds a MBA degree from Wharton School of Business and a BA degree from Nankai
University in China. Abax Lotus Ltd. (“Abax”), an affiliate of AGC, is the sole
investor in the Company’s $40 million note financing which closed in January
2008. Pursuant to an investor rights agreement, Abax has the right to appoint
one member of the Company’s Board of Directors.
Mr.
Carl
Yeung is the Chief Financial Officer of ATA Inc, a China based, leading provider
of computer-based testing and education services in China listed on the NASDAQ
Global Market. Prior to that, Mr. Yeung worked as an associate and analyst
at
Merrill Lynch (Asia Pacific) Limited from 2002 to 2006. Mr. Yeung holds a
bachelor’s degree in economics with concentrations in finance and operations
management from Wharton School, University of Pennsylvania, and a bachelor’s
degree in applied science with concentration in systems engineering from School
of Engineering and Applied Sciences, University of Pennsylvania.
Mr.
Lawrence Leighton has had an extensive 40-year international investment banking
career. Beginning at what is now Lehman Brothers, he advised on financing for
the Mexican Government and leading Mexican corporations. As Director of
Strategic Planning for the consumer products company, Norton Simon Inc, he
initiated and executed the acquisition of Avis Rent-a-car. Subsequently, he
was
a Limited Partner of Bear Stearns & Co., a Managing Director of the
investment bank of Chase Manhattan Bank and then President and Chief Executive
Officer of the U.S. investment bank of Credit Agricole, the major French Bank.
Among his transactions have been advising Pernod Ricard, the major European
beverage company, on its acquisitions in the United States; and advising
Verizon, the major U. S. telecom company, on its dispositions of certain
European operations. Mr. Leighton received his BSE degree in engineering from
Princeton University and an MBA degree from Harvard Business School. He holds
a
commercial pilot’s license with instrument rating.
Item
7.01 Regulation FD Disclosure.
On
August
7, 2008, the Company issued a press release announcing the appointment of three
new directors. The press release is attached as Exhibit 99.1 to this report
on
Form 8-K.
The
information contained in this Current Report on Form 8-K and the exhibits
attached hereto shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, nor shall such information
or such exhibits be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing. The information
set
forth in or exhibits to this Form 8-K shall not be deemed an admission as to
the
materiality of any information in this report on Form 8-K that is required
to be
disclosed solely to satisfy the requirements of Regulation FD.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
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99.1
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Copy
of News Release, dated August 7,
2008.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CHINA
NATURAL GAS,
INC. |
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(Registrant)
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Date: August
8, 2008
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By: |
/s/ Qinan
Ji
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Chief
Executive Officer
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