Attached files
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| EX-10.1 - China Natural Gas, Inc. | v204022_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): November 25, 2010
CHINA
NATURAL GAS, INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-31539
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98-0231607
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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19th
Floor, Building B, Van Metropolis
35
Tang Yan Road, Hi-Tech Zone
Xian,
710065, Shaanxi Province
China
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(Address
of Principal Executive Offices) (Zip Code)
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86-29-88323325
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(Registrant’s
telephone number, including area code)
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(Former
Name or Former Address, if Changed Since Last Report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01.
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Entry
into a Material Definitive
Agreement
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On November 25, 2010, Carl Yeung resigned as a
director of China Natural Gas, Inc. (the "Company"). Mr. Yeung serves as the Chief Financial
Officer of Sky-Mobi Limited. The Company notes the recent filing of
a registration statement in contemplation of an initial public offering by
Sky-Mobi Limited and the
added responsibilities of a Chief Financial Officer in conducting an initial
public offering and serving at a newly public company. Mr. Yeung advised the Company that he
has no disagreements with the Company on any matter relating to the Company’s
operations, policies or practices.
On November 25, 2010, based on
the recommendation of the Governance and Nominating Committee, the Board of
Directors appointed Frank Waung to the Board of
Directors, and also appointed him to serve as the Chairman of the Audit
Committee, in each case, to serve until the 2010 annual meeting of stockholders
and until his successor is elected and qualifies, or until his earlier death,
resignation or removal. As disclosed in the Company’s proxy statement
for its 2010 annual meeting of stockholders, filed with the Securities and
Exchange Commission on October 29, 2010, if any nominee for election as a
director named in the proxy statement declines to serve or becomes unavailable
for any reason, or if any vacancy occurs before the election, proxies delivered
in connection with the annual meeting may be voted for such substitute nominee
as the Board may designate. Mr. Yeung was named as a nominee for election as a
director in the proxy statement. The Company intends to exercise its
discretionary authority to vote proxies delivered in connection with the annual
meeting for the election of Mr. Waung as a substitute nominee for Mr.
Yeung.
Mr. Waung
has served as the Chief Financial Officer of China Pharma Holdings, Inc. since
April 28, 2009. China Pharma Holdings, Inc., a China-based
manufacturer of pharmaceuticals and nutritional supplements, is listed on the
NYSE AMEX market. Prior to his employment with China Pharma Holdings, Inc., Mr.
Waung worked for Hickey Freihofner Capital as an investment banker with a focus
on China matters from 2008. Prior to 2008, Mr. Waung worked for
Dellacamera Capital Management as a special situations analyst in 2007. Mr.
Waung acted as a senior market economist in Cowen & Co. from 2000 to 2003
and as a convertible securities trader from 2003 to 2006. He worked for Credit
Suisse First Boston as a quantitative marketer from 1994 to 1998. Mr.
Waung received his bachelor’s degree from University of California in 1988 and
received his master’s degree in business administration from the Wharton School
of the University of Pennsylvania in 1994.
Effective
November 25, 2010, the Company entered into an Independent Director Agreement
with Mr. Waung ("Independent Director Agreement"). Under the terms of
the Independent Director Agreement, Mr. Waung will receive a monthly salary of
$4,000, to be paid in quarterly installments. In addition, as an
independent director of the Company, Mr. Waung will be entitled to receive stock
options for the common stock of China Natural Gas, Inc. under the Company's 2009
Stock Option and Stock Award Plan. As Chairman of the
Audit Committee, Mr. Waung will be awarded 6,000 stock options with a
cash exercise price of $4.90. The stock options will vest in equal
increments over a four-year period, commencing on the one year anniversary date
of Mr. Waung's employment with the Company.
The
foregoing summary of the terms and conditions of the Independent Director
Agreement is qualified in its entirety by reference to the agreement, a copy of
which is filed as Exhibit 10.1 hereto and which is incorporated by reference
into this Item 1.01.
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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The
information in Item 1.01 above is incorporated herein by
reference.
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Item.
9.01.
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Financial
Statements and Exhibits.
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Exhibit
No.
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Description
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10.1
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Independent
Director Agreement dated November 25, 2010 between the Company and Frank
Waung
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated:
November 25, 2010
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CHINA
NATURAL GAS, INC.
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By:
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/s/ Qinan Ji | |
| Name: | Qinan Ji | ||
| Title: | Chief Executive Officer | ||