WAIVER

    


    This
Waiver is entered into as of August 14, 2009 by and among China Natural Gas,
Inc., a Delaware corporation (the “Company”), Abax Jade Ltd., a Cayman Islands
exempted company (“Abax Jade”) and Abax Nai Xin A Ltd., a Cayman Islands
exempted company (“Abax Nai Xin”) as holders (each a “Holder” and together the
“Holders”) of an aggregate of RMB 283 million in principal on the Company’s 5.0%
Guaranteed Senior Notes due 2014 and issued on January 29, 2008 and March 10,
2008 (the “Notes”). All capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to such terms in the Indenture (as
defined below) or the Notes.

    


    WHEREAS,
the Company has issued the Notes pursuant to an Indenture (the “Indenture”)
dated as of January 29, 2009 by and among the Company and DB Trustees (Hong
Kong) Limited, as trustee (the “Trustee”);

    


    WHEREAS,
as of the date of this Waiver, Abax Jade and Abax Nai Xin hold, in the
aggregate,
RMB 283 million in principal on the Notes;

    


    WHEREAS,
pursuant to the terms and conditions of the Notes and the Indenture, the
Company
was obligated to complete a Qualfying Listing on or before January 29, 2009 or
maintain such Qualifying Listing as of January 29, 2009, but was unable to do so
and instead completed a listing by June 5, 2009;

    


    WHEREAS,
Company had obtained from the Trustee a conditional waiver dated February
4, 2009 (the “February Waiver”), which February Waiver waived certain Additional
Interest for a period of three (3) months from January 29, 2009 to April 30,
2009, conditional upon the Company completing its Qualifying Listing three
months from the date of the February Waiver; and which condition the Company
failed to achieve;

    


    WHEREAS,
having been unable to meet its aforementioned obligations, the Company is
therefore required to pay Holders of the Notes Additional Interest due to the
Holders, all as set forth in the Indenture; and

    


    WHEREAS
the Company has now requested that the Holders waive a certain portion of the
Additional Interest due on the Notes and, subject to the terms and conditions
set forth herein, each of the undersigned Holders has agreed to waive a certain
portion of the Additional Interest due to it.

    


    NOW,
THEREFORE, it is agreed as follows:

    


    
      	
              1.

            	
              Subject
      to clause 2, below, each of the undersigned Holders hereby agrees to waive
      the  Additional Interest accruing on the Notes held by each of
      the undersigned Holders for the period beginning January 29, 2009 and up
      to and including April 30, 2009.

            


    

    


    
      	
              2.

            	
              As
      consideration for each Holder’s agreeing to waive the Additional Interest
      specified above, the Company agrees to, within seven business (7) days of
      the execution of this Waiver:

            


    

    


    
      	
               
      

            	
              (a)

            	
              pay
      to the Trustee the sum of US$113,214.36, which amount represents
      Additional Interest accrued from April 30, 2009 (inclusive) to May 31,
      2009 (inclusive);

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              pay
      to Abax Global Capital (Hong Kong) Limited (the “Abax Investment Adviser”)
      the sum of US$18,000 in connection with Donald Yang Xiang Dong’s (“Mr.
      Yang”) service as director of the Company for the first two quarters of
      2009 (i.e., from the period beginning January 1, 2009 to June 30,
      2009);

            


    

    


    
      	
               
      

            	
              (c)

            	
              send
      to the Abax Investment Adviser a draft legal agreement between the Company
      and Mr. Yang documenting Mr. Yang’s remuneration as a director of the
      Company at an initial rate of US$3,000 per month;
  and

            


    

    


    
      	
               
      

            	
              (d)

            	
              pay
      to Abax Lotus Ltd the sum of US$50,000 in connection with out-of-pocket
      expenses incurred by the Abax Investment Adviser in respect of a financing
      for the Company aborted in 2008, as provided under the engagement letter
      signed between the Compny and the Investment Adviser on June 2,
      2008.

            


    

    


    (clauses
2(a), 2(b), 2(c) and 2(d), collectively the “Conditions”).

    


    
      	
              3.

            	
              Upon
      fulfillment of each of the Conditions set forth in Clause 2, above, this
      Waiver shall be binding upon and shall inure to the benefit of the parties
      and their respective successors and permitted assigns. No party may assign
      any of its rights or obligations under this Agreement without the prior
      written consent of the other
parties.

            


    

    


    
      	
              4.

            	
              This
      Waiver shall terminate and shall be null and void if the Conditions are
      not met within seven (7) business days of this
  Waiver.

            


    

    


    
      	
              5.

            	
              This
      Waiver shall be governed by and construed in accordance with the laws of
      the State of New York, without regard to the provisions thereof respecting
      conflict of laws.

            


    

    


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intentionally left blank]

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the parties have
executed this Wavier as of the date first above written.

    


    
      
        	 
      	
                COMPANY:

              
	 
      	 
      	 
      
	 
      	
                CHINA
      NATURAL GAS, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Qinan Ji

              
	 
      	 
      	
                Qinan
      Ji, Chairman and CEO

              
	 
      	 
      	 
      
	 
      	
                HOLDERS:

              
	 
      	 
      
	 
      	
                ABAX
      JADE LTD.,

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Donald Yang

              
	 
      	 
      	
                Name:  Donald
      Yang

              
	 
      	 
      	
                Title:    President

              
	 
      	 
      	 
      
	 
      	
                Address:

              	
                Two
      International Finance Centre

              
	 
      	 
      	
                Suite
      6708, 67/F

              
	 
      	 
      	
                8
      Finance Street

              
	 
      	 
      	
                Central,
      Hong Kong

              
	 
      	 
      	 
      
	 
      	
                ABAX
      NAX XIN A LTD.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Donald Yang

              
	 
      	 
      	
                Name:  Donald
      Yang

              
	 
      	 
      	
                Title:    President

              
	 
      	 
      	 
      
	 
      	
                Address:

              	
                Two
      International Finance Centre

              
	 
      	 
      	
                Suite
      6708, 67/F

              
	 
      	 
      	
                8
      Finance Street

              
	 
      	 
      	
                Central,
      Hong Kong