CHINA
NATURAL GAS, INC.


2009
EMPLOYEE STOCK OPTION AND STOCK AWARD PLAN




1.            Purpose.




The
purpose of the China Natural Gas, Inc. 2009 Employee Stock Option and Stock
Award Plan (the “Plan”) is
to enhance the long-term stockholder value of China Natural Gas, Inc., a
Delaware corporation (the “Company”),
by offering opportunities to employees,  directors, officers,
consultants, agents, advisors and independent contractors of the Company and its
Subsidiaries (as defined in Section  2) to participate in the
Company’s growth and success, and to encourage them to remain in the service of
the Company and its Subsidiaries and to acquire and maintain stock ownership in
the Company.




2.           
Definitions.




For
purposes of the Plan, the following terms shall be defined as set forth
below:




2.1           “Award”
means an award or grant made pursuant to the Plan, including, awards or grants
of Options or Incentive Stock Awards.




2.2           “Board”
means the Board of Directors of the Company.




2.3           “Cause”
means dishonesty, fraud, misconduct, unauthorized use or disclosure of
confidential information or trade secrets, or conviction or confession of a
crime punishable by law (except minor violations), as provided under applicable
law, in each case as determined by the Plan Administrator, and its determination
shall be conclusive and binding.




2.4           “Code”
means the United States Internal Revenue Code of 1986, as amended from time to
time.




2.5           “Common
Stock” means the common stock, par value $.0001 per share, of the
Company.




2.6           
“Disability”
means “permanent and total disability” as that term is defined for purposes of
Section 22(e)(3) of the Code.




2.7           
“Exchange
Act” means the United States Securities Exchange Act of 1934, as
amended.




2.8           “Fair Market
Value” shall be established in good faith by the Plan Administrator or if
the Common Stock is listed on the Nasdaq Global Market or the Nasdaq Capital
Market, the average of the high and low per share sales prices for the Common
Stock as reported by the Nasdaq Global Market or the Nasdaq Capital Market (as
the case may be) for a single trading.  If there is no such reported
price for the Common Stock for the date in question, then such price on the last
preceding date for which such price exists shall be determinative of the Fair
Market Value.  Notwithstanding anything in this Plan to the contrary,
to the extent applicable, the determination of the Fair Market Value of a share
of Common Stock shall be determined in a manner which complies with Section 409A
of the Code and the applicable Treasury Regulations promulgated
thereunder.


1


2.9           “Grant
Date” means the date the Plan Administrator adopted the granting
resolution and all conditions precedent to the grant have been satisfied;
provided that conditions to the exercisability or vesting of Awards shall not
defer the Grant Date. If, however, the Plan Administrator designates in a
resolution a later date as the date an Award is to be granted, then such later
date shall be the “Grant
Date.”




2.10         “Incentive Stock
Award” means an Option to purchase Common Stock granted under Section 7
and as designated under Section 7.9.




2.11         
“Nonqualified
Stock Option” means an Option to purchase Common Stock granted under
Section 7.




2.12     
    “Option”
means the right to purchase Common Stock granted under Section 7.




2.13      
   “Participant”
means (a) the person to whom an Award is granted; (b) for a Participant who has
died, the personal representative of the Participant’s estate, the person(s) to
whom the Participant’s rights under the Award have passed by will or by the
applicable laws of descent and distribution, or the beneficiary designated in
accordance with Section 8; or (c) person(s) to whom an Award has been
transferred in accordance with Section 8.




2.14         
“Plan
Administrator” means the Compensation Committee of the Board or any
successor committee of the Board designated to administer the Plan under Section
3.1.




2.15          “PRC” means
the People’s Republic of China.




2.16          “Retirement”
means retirement on or after the individual’s normal retirement date under PRC
law or the law of such individual’s other jurisdiction of employment unless
otherwise defined by the Plan Administrator from time to time for purposes of
the Plan.




2.17          “Securities
Act” means the United States Securities Act of 1933, as
amended.




2.18          “Subsidiary”
means any entity that is directly or indirectly controlled by the Company or in
which the Company has a significant ownership interest, as determined by the
Plan Administrator, and any entity that may become a direct or indirect
subsidiary of the Company.




2


3.     
      Administration.




3.1           Plan
Administrator.  The Plan shall be administered by the
Compensation Committee of the Board or a successor committee or committees
(which term includes subcommittees) appointed by, and consisting of two or more
members of, the Board. If and so long as the Common Stock is registered under
Section 12(b) or 12(g) of the Exchange Act, the Board shall consider in
selecting the Plan Administrator and the membership of any committee acting as
Plan Administrator, with respect to any persons subject or likely to become
subject to Section 16 of the Exchange Act, the provisions regarding “non
employee directors” as contemplated by Rule 16b-3 under the Exchange Act. The
Plan Administrator may delegate the responsibility for administering the Plan
with respect to designated classes of eligible persons to different committees
consisting of one or more members of the Board, subject to such limitations as
the Board deems appropriate. Committee members shall serve for such term as the
Board may determine, subject to removal by the Board at any time. To the extent
consistent with applicable law, the Plan Administrator may authorize one or more
officers of the Company to grant Awards to designated classes of eligible
persons, within the limits specifically prescribed by the Plan
Administrator.




3.2           Administration and Interpretation by
the Plan Administrator.Except for the terms and conditions
explicitly set forth in the Plan, the Plan Administrator shall have exclusive
authority, in its discretion, to determine all matters relating to Awards under
the Plan, including the selection of individuals to be granted Awards, the type
of Awards, the number of shares of Common Stock subject to an Award, all terms,
conditions, restrictions and limitations, if any, of an Award and the terms of
any instrument that evidences the Award. The Plan Administrator shall also have
exclusive authority to interpret the Plan and may from time to time adopt, and
change, rules and regulations of general application for the Plan’s
administration. The Plan Administrator’s interpretation of the Plan and its
rules and regulations, and all actions taken and determinations made by the Plan
Administrator pursuant to the Plan, shall be conclusive and binding on all
parties involved or affected. The Plan Administrator may delegate administrative
duties to such of the Company’s officers as it so determines.




4.         
  Stock
Subject to the Plan.




4.1           Authorized Number of
Shares.Subject to adjustment from time to time as provided in
Section 9.1, the number of shares of Common Stock that shall be available for
issuance under the Plan shall be 2,920,000 shares.  The maximum
aggregate number of shares of  Common Stock that may be issued under
the Plan pursuant to the exercise or vesting of Awards shall be the number
determined pursuant to the preceding sentence, as adjusted from time to time
pursuant to Section 9.1.  Shares issued under the Plan shall be drawn
from authorized and unissued shares or shares now held or subsequently acquired
by the Company as treasury shares.




4.2           Reuse of
Shares.  Any shares of Common Stock that have been made subject
to an Award that cease to be subject to the Award (other than by reason of
exercise or payment of the Award to the extent it is exercised for or settled in
shares), and/or shares of Common Stock subject to repurchase or forfeiture which
are subsequently reacquired by the Company, shall again be available for
issuance in connection with future grants of Awards under the Plan.




5.         
  Eligibility.




Awards
may be granted under the Plan to those officers, directors and employees of the
Company and its Subsidiaries as the Plan Administrator from time to time
selects. Awards may also be granted to consultants, agents, advisors and
independent contractors who provide services to the Company and its
Subsidiaries.




3


6.        
   Awards.




6.1           Form and Grant of
Awards.  The Plan Administrator shall have the authority, in
its sole discretion, to determine the type or types of Awards to be made under
the Plan. Such Awards may include Nonqualified Stock Options or Incentive Stock
Awards. Awards may be granted singly or in combination.




6.2           Settlement of
Awards.  The Company may settle Awards through the delivery of
shares of Common Stock, cash payments, the granting of replacement Awards or any
combination thereof as the Plan Administrator shall determine. Any Award
settlement, including payment deferrals, may be subject to such conditions,
restrictions and contingencies as the Plan Administrator shall determine. The
Plan Administrator may permit or require the deferral of any Award payment,
subject to such rules and procedures as it may establish, which may include
provisions for the payment or crediting of interest, or dividend equivalents,
including converting such credits into deferred stock equivalents.




7.         
  Terms and
Conditions of Awards.




7.1           Grant of
Awards.  The Plan Administrator is authorized under the Plan,
in its sole discretion, to issue Awards, which shall be appropriately
designated.




7.2           Exercise Price.  The
exercise price for shares purchased under an Award shall be as determined by the
Plan Administrator.




7.3           Term.  The term of
each Award shall be as established by the Plan Administrator or, if not so
established, shall be 10 years from the Grant Date.




7.4           Exercise and
Vesting.  The Plan Administrator shall establish and set forth
in each instrument that evidences an Award the time at which, or the
installments in which, the Award shall vest and become exercisable, which
provisions may be waived or modified by the Plan Administrator at any time. To
the extent that an Award has become exercisable, the Award may be exercised from
time to time by written notice to the Company, in accordance with procedures
established by the Plan Administrator, setting forth the number of shares with
respect to which the Award is being exercised and accompanied by payment in full
as described in Section 7.6. The Plan Administrator may determine at any time
that an Award may not be exercised as to less than any number of shares at any
one time for vested shares and any number in its discretion for unvested shares
(or the lesser number of remaining shares covered by the Award).




7.5           Performance
Conditions.  The Plan Administrator is authorized to subject an
Award to performance requirements (which may be based on continuous service with
the Company or the achievement of performance goals related to profits or loss,
revenue or profit growth or loss reduction, profit or loss related return
ratios, other balance sheet or income statement targets or ratios, market share,
project completion, operational or productivity efficiency gains, cash flow,
share price appreciation or total stockholder return, where such goals may be
stated in absolute terms or relative to comparison companies), as the Plan
Administrator shall determine, in its sole discretion, must be satisfied as a
condition of the Award becoming vested and exercisable.  Such
performance requirements shall be set forth in the instrument evidencing the
Award.


4


7.6           Payment of Exercise
Price.  The exercise price for shares purchased under an Award
shall be paid in full to the Company by delivery of consideration equal to the
product of the Award exercise price and the number of shares purchased. Such
consideration must be paid in cash.




7.7           Post-Termination
Exercises.  The Plan Administrator shall establish and set
forth in each instrument that evidences an Award whether the Award will continue
to be exercisable, and the terms and conditions of such exercise, if a
Participant ceases to be employed by, or to provide services to, the Company or
its Subsidiaries, which provisions may be waived or modified by the Plan
Administrator at any time. If not so established in the instrument evidencing
the Award, the Award will be exercisable according to the following terms and
conditions, which may be waived or modified by the Plan Administrator at any
time.




7.8           Prohibition on
Repricing.An option issued under the Plan may not, without
prior approval of the Company’s stockholders at a duly-constituted meeting, be
repriced by lowering the exercise price or by cancellation of an outstanding
Award with a subsequent replacement or re-grant of an option with a lower
exercise price.




7.9           Incentive Stock
Awards.  The Plan Administrator may designate an Award an
Incentive Stock Award, in which case it may not be subject to time-based vesting
but instead subject only to specific performance conditions to become vested and
exercisable, as designated by the Plan Administrator and forth in the instrument
evidencing the Award.  For removal of doubt, an Incentive Stock Award
is not intended to be an Incentive Stock Option under the Code.




8.         
  Assignability.




No Awards
granted under the Plan or any interest therein may be assigned, pledged or
transferred by the Participant other than by will or by the applicable laws of
descent and distribution, and, during the Participant’s lifetime, such Award may
be exercised only by the Participant or a permitted assignee or transferee of
the Participant (as provided below).




9.      
     Adjustments.




9.1           Adjustment of
Shares.  In the event that, at any time or from time to time, a
stock dividend, stock split, spin-off, combination or exchange of shares,
recapitalization, merger, consolidation, distribution to stockholders other than
a normal cash dividend, or other change in the Company’s corporate or capital
structure results in (a) the outstanding shares, or any securities exchanged
therefor or received in their place, being exchanged for a different number or
class of securities of the Company or of any other corporation or (b) new,
different or additional securities of the Company or of any other corporation
being received by the holders of shares of Common Stock of the Company, then the
Plan Administrator shall make proportional adjustments in (i) the maximum number
and kind of securities subject to the Plan as set forth in Sections 4.1; and
(ii) the number and kind of securities that are subject to any outstanding Award
and the per share price of such securities, without any change in the aggregate
price to be paid therefor. The determination by the Plan Administrator as to the
terms of any of the foregoing adjustments shall be conclusive and
binding.


5


9.2           Limitations.  The
grant of Awards will in no way affect the Company’s right to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.




9.3           Fractional
Shares.  In the event of any adjustment in the number of shares
covered by any Award, each such Award shall cover only the number of full shares
resulting from such adjustment.




10.          Withholding.




The
Company may require the Participant to pay to the Company the amount of any
taxes or social insurance contributions that the Company is required to withhold
with respect to the grant, vesting or exercise of any Award. Subject to the Plan
and applicable law, the Plan Administrator may, in its sole discretion, permit
the Participant to satisfy withholding obligations, in whole or in part, (a) by
paying cash, (b) by electing to have the Company withhold shares of Common Stock
(up to the minimum required federal withholding rate), or (c) by transferring
shares of Common Stock to the Company (already owned by the Participant for the
period necessary to avoid a charge to the Company’s earnings for financial
reporting purposes), in such amounts as are equivalent to the Fair Market Value
of the withholding obligation. The Company shall have the right to withhold from
any shares of Common Stock issuable pursuant to an Award or from any cash
amounts otherwise due or to become due from the Company to the Participant an
amount equal to such taxes or social insurance contributions. The Company may
also deduct from any Award any other amounts due from the Participant to the
Company or a Subsidiary.




11.          Amendment and Termination of
Plan.




11.1          Amendment of
Plan.  The Plan may be amended only by the Board in such
respects as it shall deem advisable; however, to the extent required for
compliance with any applicable law or regulation, stockholder approval will be
required for any amendment that will (a) increase the total number of shares
available for issuance under the Plan, (b) modify the class of persons eligible
to receive Awards, or (c) otherwise require stockholder approval under any
applicable law or regulation.




11.2          Termination of
Plan.  The Board may suspend or terminate the Plan at any
time.




11.3          Consent of
Participant.  The amendment or termination of the Plan shall
not, without the consent of the Participant, impair or diminish any rights or
obligations under any Award theretofore granted under the Plan.




6


12.          General.




12.1          Evidence of
Awards.  Awards granted under the Plan shall be evidenced by a
written agreement that shall contain such terms, conditions, limitations and
restrictions as the Plan Administrator shall deem advisable and that are not
inconsistent with the Plan.




12.2          Continued Employment or Services;
Rights in Awards.  None of the Plan, participation in the Plan
or any action of the Plan Administrator taken under the Plan shall be construed
as giving any person any right to be retained in the employ of the Company or
limit the Company’s right to terminate the employment or services of any
person.




12.3          Registration.  The
Company shall be under no obligation to any Participant to register for offering
or resale or to qualify for exemption under the Securities Act, or to register
or qualify under state securities laws, any shares of Common Stock, security or
interest in a security paid or issued under, or created by, the Plan, or to
continue in effect any such registrations or qualifications if
made.




The
Company may issue certificates for shares with such legends and subject to such
restrictions on transfer and stop-transfer instructions as counsel for the
Company deems necessary or desirable for compliance by the Company with U.S.
federal and state securities laws.




Inability
of the Company to obtain, from any regulatory body having jurisdiction, the
authority deemed by the Company’s counsel to be necessary for the lawful
issuance and sale of any shares hereunder or the unavailability of an exemption
from registration for the issuance and sale of any shares hereunder shall
relieve the Company of any liability in respect of the nonissuance or sale of
such shares as to which such requisite authority shall not have been
obtained.




As a
condition to the exercise of an Award, the Company may require the Participant
to represent and warrant at the time of any such exercise or receipt that such
shares are being purchased or received only for the Participant’s own account
and without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any
relevant provision of the aforementioned laws. At the option of the Company, a
stop-transfer order against any such shares may be placed on the official stock
books and records of the Company, and a legend indicating that such shares may
not be pledged, sold or otherwise transferred, unless an opinion of counsel is
provided (concurred in by counsel for the Company) stating that such transfer is
not in violation of any applicable law or regulation, may be stamped on stock
certificates to ensure exemption from registration. The Plan Administrator may
also require such other action or agreement by the Participant as may from time
to time be necessary to comply with the federal and state securities
laws.




12.4          No Rights As A
Stockholder.  No Award shall entitle the Participant to any
dividend, voting or other right of a stockholder unless and until the date of
issuance under the Plan of the shares that are the subject of such Award, free
of all applicable restrictions.




7


12.5          Compliance With Laws And
Regulations.  No Shares of Common Stock shall be issued
pursuant to an Award unless such issuance complies with all applicable laws and
regulations. Notwithstanding anything in the Plan to the contrary, the Board, in
its sole discretion, may bifurcate the Plan so as to restrict, limit or
condition the use of any provision of the Plan to Participants who are officers
or directors subject to Section 16 of the Exchange Act without so restricting,
limiting or conditioning the Plan with respect to other
Participants.




12.6          No Trust Or
Fund.  The Plan is intended to constitute an “unfunded” plan.
Nothing contained herein shall require the Company to segregate any monies or
other property, or shares of Common Stock, or to create any trusts, or to make
any special deposits for any immediate or deferred amounts payable to any
Participant, and no Participant shall have any rights that are greater than
those of a general unsecured creditor of the Company.




12.7          Severability.  If
any provision of the Plan or any Award is determined to be invalid, illegal or
unenforceable in any jurisdiction, or as to any person, or would disqualify the
Plan or any Award under any law deemed applicable by the Plan Administrator,
such provision shall be construed or deemed amended to conform to applicable
laws, or, if it cannot be so construed or deemed amended without, in the Plan
Administrator’s determination, materially altering the intent of the Plan or the
Award, such provision shall be stricken as to such jurisdiction, person or
Award, and the remainder of the Plan and any such Award shall remain in full
force and effect.




12.8          Participants In Foreign
Countries.  The Plan Administrator shall have the authority to
adopt such modifications, procedures and subplans as may be necessary or
desirable, after consideration of the provisions of the laws of the PRC or other
foreign countries in which the Company or its Subsidiaries may operate, to
ensure the viability of the benefits from Awards granted to Participants
employed in such countries and to meet the objectives of the
Plan.   The Plan Administrator may restrict the issuance of
shares of Common Stock pursuant to any Awards or delay the removal of
restrictions on shares of Common Stock pursuant to any Awards until it
determines in its discretion that  the Company or its Subsidiaries has
satisfied the legal or regulatory  procedures or requirements as may
be necessary or desirable to ensure the viability of the benefits of the
Awards.




12.9          Choice Of Law.  The
Plan and all determinations made and actions taken pursuant hereto, to the
extent not otherwise governed by the federal laws of the United States, shall be
governed by the laws of the State of Delaware without giving effect to
principles of conflicts of laws.




13.           Effective
Date.




The
Plan’s effective date is the date on which it is adopted by the
Board.




8