Unassociated Document


    Exhibit
10.1

     

    INDEPENDENT
DIRECTOR AGREEMENT

    独立董事协议

    


    This
INDEPENDENT DIRECTOR AGREEMENT ("AGREEMENT") is made and entered into as of
24 of  November, 2010 ("EFFECTIVE DATE"),
by and between China Natural Gas, Inc., a Delaware corporation and a US public
company ("COMPANY"), and Mr. Frank Waung, a resident of the United States,
with a permanent residence at   72 Great
Hills Road, Short Hills, NJ 07078.

    此独立董事协议于2010年11月 24日在中华天然气有限公司(“公司”)与汪其方先生(“独立董事”)之间签署生效。

    


    WHEREAS,
the Company desires to engage the Independent Director, and the Independent
Director desires to serve, as a non-employee director of the Company, subject to
the terms and conditions contained in this Agreement;

    根据此协议,公司愿意雇佣该独立董事,并且该独立董事愿意作为公司的非员工董事为公司服务,此雇佣关系受到此协议的约束。

    


    NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein, the receipt of which is hereby acknowledged, the Company
and  the Independent Director, intending to be legally bound, hereby
agree as follows:

    因此,现在公司与独立董事愿意接受以下条款的约束:

    


    
      
        
          	
                	
                  1.

                	
                  SERVICES
      OF THE INDEPENDENT
DIRECTOR.

                


        

      

    

    
      独立董事职责

    

    


    While
this Agreement is in effect, the Independent Director shall perform duties as an
independent director and chairman of audit committee of the Company, and will be
compensated for such and reimbursed expenses in accordance with Schedule A
attached hereto, subject to the following.

    此协议有效期内,独立董事将作为公司的独立审计委员会主席,并根据此协议附件中的A项接受薪资与费用返还,同时受到以下限制:

    


    The
Company’s audit committee is responsible for, among other things:

    审计委员会的责任如下:

    
      
        	
              	
                •

              	
                appointing
      the independent auditor;

              


      

    

    任命独立审计师;

    
      
        	
              	
                •

              	
                pre-approving
      all auditing and non-auditing services permitted to be performed by the
      independent auditor;

              


      

    

    
      预先批准由独立审计师履行所许可的所有审计和非审计服务;

    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                •

              	
                annually
      reviewing the independent auditor’s report describing the auditing firm’s
      internal quality-control procedures, any material issues raised by the
      most recent internal quality-control review, or peer review, of the
      independent auditor and all relationships between the independent auditor
      and our Company;

              


      

    

    
      每年审核独立审计师的报告,此报告说明了审计公司的内部控制程序,任何由独立审计师近期内部控制审核或同等审核所提出重要问题,以及独立审计师和公司之间的关系;

       

    

    
      
        	
              	
                •

              	
                reviewing
      with the independent auditor any audit problems or difficulties and
      management’s responses;

              


      

    

    
      与独立审计师一同审核任何审计问题或难题以及管理层的回复;

       

    

    
      
        	
              	
                •

              	
                reviewing
      and discussing the annual audited financial statements with management and
      the independent auditor;

              


      

    

    
      与管理层和独立审计师一同审核并讨论年度审计的财务报表;

       

    

    
      
        	
              	
                •

              	
                reviewing
      and discussing with management and the independent auditor major issues
      regarding accounting principles and financial statement
      presentations;

              


      

    

    
      与管理层和独立审计师共同审核并讨论关于会计原则和财务报表陈述的主要问题;

       

    

    
      
        	
              	
                •

              	
                reviewing
      reports prepared by management or the independent auditor relating to
      significant financial reporting issues and
  judgments;

              


      

    

    
      审核由管理层或独立审计师关于重大财务报告问题和判定而准备的报告;

       

    

    
      
        	
              	
                •

              	
                discussing
      earnings press releases with management, as well as financial information
      and earnings guidance provided to analysts and rating
      agencies;

              


      

    

    
      与管理层讨论收益新闻稿,以及提供给分析师和评级机构的财务信息和收益指导;

       

    

    
      
        	
              	
                •

              	
                reviewing
      with management and the independent auditor the effect of regulatory and
      accounting initiatives, as well as off-balance sheet structures, on our
      financial statements;

              


      

    

    
      与管理层和独立审计师一同审核会计调整对公司财务报表以及资产负债表结构的影响;

       

    

    
      
        	
              	
                •

              	
                discussing
      policies with respect to risk assessment and risk management with
      management, internal auditors and the independent
  auditor;

              


      

    

    
      与管理层、内部审计师和独立审计师讨论关于风险评估和风险管理的政策;

       

    

    
      
        	
              	
                •

              	
                timely
      reviewing reports from the independent auditor regarding all critical
      accounting policies and practices to be used by our company, all
      alternative treatments of financial information within U.S. GAAP that have
      been discussed with management and all other material written
      communications between the independent auditor and
    management;

              


      

    

    
      及时审核独立审计师出具的关于公司所使用的全部重要会计政策和惯例的报告,已经与管理层讨论过的美国公认会计准则认定的财务信息的全部选择性对待,以及独立审计师与管理层之间所有其他书面沟通材料;

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                •

              	
                establishing
      procedures for the receipt, retention and treatment of complaints received
      from our employees regarding accounting, internal accounting controls, or
      auditing matters, and the confidential, anonymous submission by our
      employees of concerns regarding questionable accounting or auditing
      matters;

              


      

    

    
      为收据、公司员工收到的关于会计、内部会计控制,或审计事项的投诉保存和对待、以及保密、和由公司雇员匿名提交的关于可疑的会计或审计事项的关注;

    

    
       

      
        	
              	
                •

              	
                annually
      reviewing and reassessing the adequacy of our audit committee
      charter;

              


      

    

    
      每年审核并再评估公司审计委员会章程的充分性;

    

    
       

      
        	
              	
                •

              	
                such
      other matters that are specifically delegated to our audit committee by
      our board of directors from time to
time;

              


      

    

    
      由董事会向审计委员会特别委派的其他事项;

    

    
       

      
        	
              	
                •

              	
                meeting
      separately, periodically, with management, internal auditors and the
      independent auditor; and

              


      

    

    
      与管理层、内部审计师和独立审计单独的定期会议;

    

    
       

      
        	
              	
                •

              	
                reporting
      regularly to the full board of
directors.

              


      

    

    
      向董事会全体董事定期报告。

    

    


    
      
        	
                (a)

              	
                The
      Independent Director will perform services as is consistent with the
      Independent Director's position with the Company, as required and
      authorized by the By-Laws and Certificate of Incorporation of the Company,
      and in accordance with high professional and ethical standards and all
      applicable laws and rules and regulations pertaining to the Independent
      Director's performance hereunder, including without limitation, laws,
      rules and regulations relating to a public
  company.

              


      

    

    
      独立董事将会服从所有公司的章程与条例,并且运用职业道德标准以及所有适用的法律法规来约束其行为。

    

    


    
      
        	
                (b)

              	
                The
      Independent Director is solely responsible for taxes arising out of any
      compensation paid by the Company to the Independent Director under this
      Agreement, and the Independent Director understands that he/she will be
      issued a U.S. Treasury Form 1099 for any compensation paid to him/her by
      the Company, and understands and agrees that the Company shall comply with
      any tax or withholding obligations as required by applicable law from time
      to time in connection with this
Agreement.

              


      

    

    
      根据此协议,独立董事将对其自身所有与薪资有关的税务负责。

    

    


    
      
        	
                (c)

              	
                The
      Company may offset any and all monies payable to Independent Director to
      the extent of any monies owing to the Company from the Independent
      Director.

              


      

    

    
      如果独立董事欠公司任何款项,公司将从薪资中予以扣除。

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      
        	
                (d)

              	
                The
      rules and regulations of the Company notified to the Independent Director,
      from time to time, apply to the Independent Director. Such rules and
      regulations are subject to change by the Company in its sole discretion.
      Notwithstanding the foregoing, in the event of any conflict or
      inconsistency between the terms and conditions of this Agreement and rules
      and regulations of the Company, the terms of this Agreement
      control.

              


      

    

    
      公司的规章条例对独立董事适用,并且公司可以根据需要修正规章条例。如果任何公司的规章条例与此协议的条款有所冲突,应以此协议条款为准。

    

    


    
      
        	
                2.

              	
                COMPENSATION
      AND BENEFITS

              


      

    

    
      薪酬和利益

    

     

    
      See
attached Schedule A.

    

     

    
      	
              3.

            	
              REQUIREMENTS
      OF INDEPENDENT DIRECTOR.

            


    

    对独立董事的要求

    


    During
the term of the Independent Director's services to the Company hereunder, the
Independent Director shall observe all applicable law and regulations relating
to an independent director of a public company as promulgated from time to
time, and shall not:

    在其任期内,独立董事将遵守所有与上市公司相关的法律法规,并且不会:

     

    (1) be an
employee of the Company or any Parent or Subsidiary;

    成为公司或其子公司的员工;

    (2)
accept, directly or indirectly, any consulting, advisory, or other compensatory
fee from the Company other than as a director and/or a member of board
committees of the Company;

    从公司收受任何除董事薪资外的咨询费,顾问费,或其它费用;

    (3) be an
affiliated person of the Company or any Parent or Subsidiary with "affiliate" as
defined in 17 CFR 240.10A-3(e)(1), other than as a director and/or a member of
board committees of the Company;

    成为一个公司或其子公司的“关系人”,“关系人”定义见17 CFR
240.10A-3(e)(1);

    (4)
possess an interest in any transaction with the Company or any Parent or
Subsidiary, for which disclosure would be required pursuant to 17 CFR
229.404(a), other than as a director and/or a member of board committees of the
Company;

    在与公司或子公司的商业行为中拥有任何利益关系,如果有,需进行披露;

    (5) be
engaged in a business relationship with the Company or any Parent or Subsidiary,
for which disclosure would be required pursuant to 17 CFR 229.404(b), except
that the required beneficial interest therein shall be modified to be 5%
hereby.

    与公司或其子公司拥有任何商业关系,如果有,需进行披露。

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              REPORT
      OBLIGATION.

            


    

    汇报职责

    


    While
this Agreement is in effect, the Independent Director shall immediately report
to the Company in the event: (1) the Independent Director knows or has reason to
know or should have known that any of the requirements specified in Section 3
hereof is not satisfied or is not going to be satisfied; and (2) the Independent
Director simultaneously serves on an audit committee of any other public
company.

    此协议有效期内,独立董事将在以下情况下立即向公司汇报:(1)独立董事知晓或有原因知晓或应当知晓第三部分中的要求没有满足或不会被满足;以及(2)独立董事在任何其它上市公司的审计委员会任职。

    


    
      	
              5.

            	
              TERM
      AND TERMINATION.

            


    

    任期与终止

    


    The term
of this Agreement and the Independent Director's services hereunder shall be one
(1) year from the Effective Date, unless terminated as provided for in this
Section 5. This Agreement and the Independent Director's services hereunder
shall terminate upon the earlier of the following:

    此协议的有效期以及独立董事的任期为从现在开始的1年,除非因违反此协议中的条款而被提早终止,此协议以及独立董事的任期将在以下日期中最早情况下终止:

    


    
      	
            	
              (a)

            	
              Expiration
      of the Independent Director's term as a director of the
      Company;

            


    

    独立董事的任期自然结束;

    


    
      
        	
              	
                (b)

              	
                Removal
      of the Independent Director as a director of the Company, upon proper
      board action or stockholder action in accordance with the By-Laws and
      Certificate of Incorporation of the Company and applicable
      law;

              


      

    

    
      经由董事会或股东根据公司章程解除独立董事职位;

    

    


    
      
        	
              	
                (c)

              	
                Resignation
      of the Independent Director as a director of the Company
      upon  written notice to the Board of Directors of the Company;
      or

              


      

    

    独立董事书面辞职;或

    


    
      
        	
              	
                (d)

              	
                Termination
      of this Agreement by the Company, in the event any of the requirements
      specified in Section 3 hereof is not satisfied, as determined by the
      Company in its sole
discretion.

              


      

    

    
      在第三部分要求未满足的情况下,公司可以单方面解除与独立董事的雇佣协议。

    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              6.

            	
              LIMITATION
      OF LIABILITY.

            


    

    责任有限性

    


    In no
event shall the Independent Director be individually liable to the Company or
its stockholders for any damages for breach of fiduciary duty as an independent
director of the Company, unless the Independent Director's act or failure to act
involves intentional misconduct, fraud, criminal acts or a knowing violation of
law.

    独立董事将不会对任何因其作为独立董事的信托责任造成的公司或其股东的损失负责,除非独立董事的此种行为或不作为包括了故意的渎职,欺诈,犯罪,或其它违法行为。

    


    
      	
              7.

            	
              INSURANCE.

            


    

    保险

    Company
may, at its discretion, obtain and maintain a policy or policies of director and
officer liability insurance, of which the Independent Director will be named as
an insured, providing the Independent Director with coverage for indemnifiable
amounts and/or indemnifiable expenses in accordance with said insurance policy
or policies ("D&O INSURANCE").

    公司可以根据其自身的决定,获取和保持董事与高管的保险。独立董事将作为受益人根据保险条款受到保护,并且:

    
      
        	
              	
                (i)

              	
                If
      to Independent Director, to:

              


      

    

    Frank
Waung

    72 Great
Hills Road

    Short
Hills, NJ 07078

    USA

    


    
      	
            	
              (ii)

            	
              If
      to the Company, to:

            


    

    19th
Floor, Building B, Van Metropolis

    Tang Yan
Road, Hi-Tech Zone

    Xi’an,
710065, Shaanxi Province, China

    


     

     

    
      	China Natural Gas,
      Inc.   	 	Independent
      Director	 
	 	 	 	 
	/S/ Qinan
    Ji	 	/S/ Frank
      Waung	 
	Name:  Qinan
      Ji  	 	Name: Frank
      Waung	 
	
              Title:
      CEO & Chairman

            	 	 	 
	 	 	 	 


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    


    SCHEDULE
A

    附件A

    


    
      
        
          	
                  I. 

                	
                  POSITION:

                


        

      

    

    Chairman
of audit committee of China Natural Gas Inc.

    职务:中国天然气公司的审计委员会主席

    


    Independent
Director.

    独立董事

    


    
      
        
          	
                  II. 

                	
                  COMPENSATION:

                


        

      

    

    薪资

    


             FEES.
For all services rendered by Independent Director pursuant to this
Agreement, both during and outside of normal working hours, including but
not
limited to, attending all required meetings of Board of Independent Directors
of the Company or applicable committees thereof, reviewing filing reports
and other corporate documents as requested by the Company, providing
comments
and opinions as to business matters as requested by the Company, the
Company
agrees to pay to Independent Director a fee in cash of $4,000 each month. The
fees in cash shall be payable to Independent Director quarterly in equal
installments.

    薪资。公司同意向独立董事支付4000美元的月薪,每季度支付一次。

    


             EXPENSES.
During the term of the Independent Director's service as a director
of the Company, the Company shall promptly reimburse the Independent
Director
for all expenses incurred by him/her in connection with attending the
annual
and quarterly meeting of the Board of Independent Directors of the Company
or applicable committees thereof, as a director or a member of any board
committee,
which are approved by the Company in advance.

    费用。在独立董事的任期内,在公司事先同意的情况下,公司将会返还独立董事所有因履行董事职责而起的相关费用。

    


    STOCK
OPTIONS. The Independent Director shall be entitled to stock options according
to the 2009 Stock Option and Stock Award Plan (the "Plan).  Under the
Plan, the Chairman of the Audit Committee shall be entitled to up to 6,000 stock
options, which shall begin to vest upon the completion of the first year of
employment with the Company. These share options are to be fully exercised over
a four-year period (1/4 of the options to be exercised each year over a
four-year period) at the price of US$4.90, payable in cash.  The
exercise of the stock options shall also be subject to the terms of the
Company's employee stock option plan. 

    独立董事还将按照公司2009年员工股票期权计划享受一定的股票期权,按照该员工股票期权计划,审计委员会主席工作期限满一年后享有6000股的员工股票期权,该期权四年行权,每年行权1/4,行权价为每股4.90美元现金行权。该期权仅在执行者工作期限满一年后开始逐年现金行权并且以公司员工期权计划方案为准。

     

             NO
OTHER BENEFITS OR COMPENSATION. The Independent Director acknowledges and agrees
that he/she is not granted and is not entitled to any other benefits or
compensation from the Company for the services provided under this Agreement
except expressly provided for in this Schedule A.

    无其它利益或薪资。独立董事明确并同意他将不会作为独立董事收到任何除此附件A之外其它形式的利益或薪资。

     

    
       

      
        
          
            
              
                	AGREED: China
      Natural Gas, Inc.	 	AGREED: Independent
      Director	 
	 	 	 	 
	/S/ Qinan
    Ji	 	/S/ Frank
      Waung	 
	Name:  Qinan
      Ji  	 	Name: Frank
      Waung	 
	
                        Title:
      CEO & Chairman

                      	 	  	 


              

            

          

        

      

    

     

    
      
        
        

      

      
        7