CHINA NATURAL GAS, INC. SECURITIES PURCHASE AGREEMENT (THE “AGREEMENT”)Securities Purchase Agreement • January 31st, 2008 • China Natural Gas, Inc. • Natural gas transmisison & distribution • New York
China Natural Gas, Inc. (the “Company”), a Delaware corporation, and the other Group Companies (as defined in Section 4 hereof) hereby agree with the Purchaser (as defined below) as follows:
CHINA NATURAL GAS, INC. RMB145,000,000 5.0% GUARANTEED SENIOR NOTES DUE 2014 Settled in U.S. Dollars with an option to increase to a total of up to RMB363,000,000 INDENTURE Dated January 29, 2008 DB TRUSTEES (HONG KONG) LIMITED as TrusteeIndenture • January 31st, 2008 • China Natural Gas, Inc. • Natural gas transmisison & distribution • New York
EQUITY REGISTRATION RIGHTS AGREEMENT dated as of January 29, 2008 by and between CHINA NATURAL GAS, INC. and ABAX LOTUS LTDEquity Registration Rights Agreement • January 31st, 2008 • China Natural Gas, Inc. • Natural gas transmisison & distribution • New York
This Equity Registration Rights Agreement (the “Agreement”) is made and entered into as of January 29, 2008, by and between (i) China Natural Gas, Inc. (the “Company”), and (ii) Abax Lotus Ltd (“Abax” or the “Purchaser”).
China Natural Gas, Inc. Seven-Year Warrants to Purchase Shares of Common Stock Warrant Agreement Dated as of January 29, 2008 Deutsche Bank AG, Hong Kong Branch as Warrant Agent and Deutsche Bank Luxembourg S.A. as Warrant RegistrarWarrant Agreement • January 31st, 2008 • China Natural Gas, Inc. • Natural gas transmisison & distribution • New York
WARRANT AGREEMENT, dated as of January 29, 2008 (the “Agreement”), by and among China Natural Gas, Inc., a Delaware corporation (the “Company”), Mr. JI Qinan (PRC ID No. 612125195706230432)(the “Controlling Shareholder”), Deutsche Bank AG, Hong Kong Branch, as warrant agent (the “Warrant Agent”) and Deutsche Bank Luxembourg S.A. as the initial Warrant Registrar.
ACCOUNT PLEDGE AND SECURITY AGREEMENT Dated as of January 29, 2008 between CHINA NATURAL GAS, INC. as the Grantor and DB Trustees (Hong Kong) Limited as Collateral AgentAccount Pledge and Security Agreement • January 31st, 2008 • China Natural Gas, Inc. • Natural gas transmisison & distribution • New York
ACCOUNT PLEDGE AND SECURITY AGREEMENT, dated as of January 29. 2008 by CHINA NATURAL GAS, INC. (the “Grantor”), in favor of DB Trustees (Hong Kong) Limited (“DB”), as agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Indenture referred to below).
ONSHORE SHARE PLEDGE AGREEMENTShare Pledge Agreement • January 31st, 2008 • China Natural Gas, Inc. • Natural gas transmisison & distribution
This SHARE PLEDGE AGREEMENT, dated as of January 29, 2008 (this “Agreement”), is executed between China Natural Gas, Inc., a corporation incorporated and established under the laws of the state of Delaware (the “Pledgor”) and DB Trustees (Hong Kong) Limited (with its successors in such capacity, the “Pledgee”).
CHINA NATURAL GAS, INC. AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 31st, 2008 • China Natural Gas, Inc. • Natural gas transmisison & distribution • New York
This Amendment to the Securities Purchase Agreement (this “Amendment”) is made and entered into as of January 29, 2008, by and among China Natural Gas, Inc. (the “Company”), a Delaware corporation, the other Group Companies (as defined in the Purchase Agreement (defined below)) and Abax Lotus Ltd., (the “Purchaser”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 31st, 2008 • China Natural Gas, Inc. • Natural gas transmisison & distribution • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 29, 2008, by and among (i) China Natural Gas, Inc., a Delaware corporation (the “Company”), (ii) Xi’an Xilan Natural Gas Co., Ltd., a limited liability company incorporated under the laws of the People’s Republic of China (the “PRC”), (iii) Shaanxi Jingbian Liquified Natural Gas Co., Ltd., a limited liability company formed under the laws of the PRC, (iv) Shaanxi Xilan Natural Gas Equipment Co. Ltd., a limited liability company formed under the laws of the PRC, (v) Shaanxi Xilan Automobile Conversion Co. Ltd., a limited liability company formed under the laws of the PRC, and (vi) Henan Branch of Xi’an Xilan Natural Gas Co., Ltd (collectively (i) through (vi) the “Group Companies”); (viii) Mr. Ji Qinan, (the “Controlling Shareholder”) and (vii) Abax Lotus Ltd. (“Abax” or the “Investor”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in th
CHINA NATURAL GAS, INC.Conduct of Business and Information Rights Agreement • January 31st, 2008 • China Natural Gas, Inc. • Natural gas transmisison & distribution
This letter will confirm our agreement that pursuant to and effective as of your purchase of certain 5.0% Guaranteed Senior Notes due 2014 (the “Notes”) and warrants (the “Warrants”, with the Warrants and the Notes collectively referred to as the “Securities”) to be issued by China Natural Gas, Inc. (the “Company”), a Delaware corporation pursuant to the applicable securities purchase agreement (as may be amended, restated or supplemented, the “Securities Purchase Agreement”) dated December 30, 2007 among the Company, the Investor and the other parties thereto, the Investor (and its subsidiaries and affiliates) shall be entitled to the following contractual rights to certain financial information, inspection rights, and other rights specifically provided herein:
