5,725,000 Shares CHINA NATURAL GAS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 3rd, 2009 • China Natural Gas, Inc. • Natural gas transmisison & distribution • New York
China Natural Gas, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (“Roth”) and Simmons & Company International (“Simmons”) (Roth and Simmons may be individually referred to herein as an “Underwriter” and shall be collectively referred to herein as the “Underwriters”) an aggregate of 5,725,000 authorized but unissued shares (the “Underwritten Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Company has granted the Underwriters the option to purchase an aggregate of up to 858,750 additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Underwritten Shares and Additional Shares are collectively referred to as the “Shares.”
