**Exhibit 31.2**

 

**Certification of Principal Financial Officer**

 

**Pursuant to Section 302 of the Sarbanes-OxleyAct of 2002**

**and Securities and Exchange Commission Release34-46427**

 

I, Bode Xu, certify that:

 

1. I have reviewed this quarterly report onForm 10-Q of China Natural Gas, Inc.;

 

2. Based on my knowledge, this quarterlyreport does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered bythis quarterly report;

 

3. Based on my knowledge, the financial statements,and other financial information included in this quarterly report, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

4. The registrant’s other certifyingofficer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and have:

 

a. Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b. Designed such internal control overfinancial reporting, or caused such internal control over financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;

 

c. Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d. Disclosed in this report any changein the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant's other certifying officersand I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditorsand the audit committee of registrant's board of directors (or persons performing the equivalent functions):

 

a) all deficiencies and material weaknessesin the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant'sability to record, process, summarize and report financial information; and

 

b) any fraud, whether or not material, thatinvolves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: February    , 2012