SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Yang Xiang Dong (Last) (First) (Middle) C/O ABAX GLOBAL CAPITAL (HONG KONG) LTD. S6708, 67F, 2 INTL FIN CTR, 8 FINANCE ST (Street) CENTRAL HONG KONG K3 SAR (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/29/2008	3. Issuer Name and Ticker or Trading Symbol China Natural Gas, Inc. [ CHNG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
None	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	01/29/2008 (1)	01/29/2015 (1)	Common Stock	2,900,000	7.3652 (1)	I (2)	See footnote (2)

1. Name and Address of Reporting Person* Yang Xiang Dong (Last) (First) (Middle) C/O ABAX GLOBAL CAPITAL (HONG KONG) LTD. S6708, 67F, 2 INTL FIN CTR, 8 FINANCE ST (Street) CENTRAL HONG KONG K3 SAR (City) (State) (Zip)

1. Name and Address of Reporting Person* Abax Lotus Ltd. (Last) (First) (Middle) C/O ABAX GLOBAL CAPITAL (HONG KONG) LTD. S6708, 67F, 2 INTL FIN CTR, 8 FINANCE ST (Street) CENTRAL HONG KONG K3 SAR (City) (State) (Zip)

1. Name and Address of Reporting Person* Abax Global Opportunities Fund (Last) (First) (Middle) C/O ABAX GLOBAL CAPITAL (HONG KONG) LTD. S6708, 67F, 2 INTL FIN CTR, 8 FINANCE ST (Street) CENTRAL HONG KONG K3 SAR (City) (State) (Zip)

1. Name and Address of Reporting Person* Abax Arhat Fund (Last) (First) (Middle) C/O ABAX GLOBAL CAPITAL (HONG KONG) LTD. S6708, 67F, 2 INTL FIN CTR, 8 FINANCE ST (Street) CENTRAL HONG KONG K3 SAR (City) (State) (Zip)

1. Name and Address of Reporting Person* Abax Upland Fund LLC (Last) (First) (Middle) C/O ABAX GLOBAL CAPITAL (HONG KONG) LTD. S6708, 67F, 2 INTL FIN CTR, 8 FINANCE ST (Street) CENTRAL HONG KONG K3 SAR (City) (State) (Zip)

1. Name and Address of Reporting Person* Abax Global Capital (Last) (First) (Middle) C/O ABAX GLOBAL CAPITAL (HONG KONG) LTD. S6708, 67F, 2 INTL FIN CTR, 8 FINANCE ST (Street) CENTRAL HONG KONG K3 SAR (City) (State) (Zip)

1. Name and Address of Reporting Person* Abax Claremont Ltd. (Last) (First) (Middle) C/O ABAX GLOBAL CAPITAL (HONG KONG) LTD. S6708, 67F, 2 INTL FIN CTR, 8 FINANCE ST (Street) CENTRAL HONG KONG K3 0000000000 (City) (State) (Zip)

Explanation of Responses:

1. Abax Lotus Ltd. owns Warrants to purchase Common Stock. The Warrants are exercisable, at any time, for the Issuer's common stock (the "Common Stock"). The initial exercise price for each share of Common Stock is $7.3652 subject to adjustment pursuant to the terms of the Warrant Agreement governing the Warrants but in no event less than $3.6826 per share of Common Stock (all dollar prices being subject to proportional adjustment for stock splits, combinations and the like). The Warrants expire on January 29, 2015.

2. Abax Lotus Ltd. beneficially owns the Warrants directly. Such Warrants may be deemed to be beneficially owned indirectly by: Abax Global Opportunities Fund (the "Fund"), which is the sole shareholder of Abax Lotus Ltd.; Abax Arhat Fund ("Arhat") and Abax Upland Fund LLC ("Upland"), each of which owns 50% of the Fund; Abax Global Capital (the "Arhat Shareholder"), which is the sole shareholder of Arhat; Abax Claremont Ltd. (the "Upland Managing Member"), which is the managing member of Upland; and Mr. Yang, who is the controlling member of the Arhat Shareholder and the Upland Managing Member. Each of the Reporting Persons disclaims beneficial ownership except to the extent of its or his pecuniary interest therein.

Remarks:

Remarks: Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. Abax Lotus Ltd. is party to an investor rights agreement with certain shareholders of the Issuer, and if they are deemed to be a "group" by virtue of such arrangement, such group may be deemed a greater than 10% owner. The Reporting Persons expressly disclaim beneficial ownership of the securities of the Issuer that are owned by such shareholders.

	/s/ Xiang Dong Yang	11/09/2009
	/s/ Xiang Dong Yang, Director of Abax Lotus Ltd.	11/09/2009
	/s/ Xiang Dong Yang, Director of Abax Global Opportunities Fund	11/09/2009
	/s/ Xiang Dong Yang, Director of Abax Arhat Fund	11/09/2009
	/s/ Xiang Dong Yang, Director of Abax Upland Fund LLC	11/09/2009
	/s/ Xiang Dong Yang, Director of Abax Global Capital	11/09/2009
	/s/ Xiang Dong Yang, Director of Abax Claremont Ltd.	11/09/2009
	** Signature of Reporting Person	Date
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