0001144204-11-039726.txt : 20110708 0001144204-11-039726.hdr.sgml : 20110708 20110708124347 ACCESSION NUMBER: 0001144204-11-039726 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110708 DATE AS OF CHANGE: 20110708 GROUP MEMBERS: XIAN SUNWAY TECHNOLOGY & INDUSTRY CO., LTD. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ji Qinan CENTRAL INDEX KEY: 0001347584 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O NEW YORK GLOBAL GROUP,INC STREET 2: 14 WALL STREET, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China Natural Gas, Inc. CENTRAL INDEX KEY: 0001120830 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 980231607 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61883 FILM NUMBER: 11958555 BUSINESS ADDRESS: STREET 1: 19TH FLOOR, BUILDING B, VAN METROPOLIS STREET 2: 35 TANG YAN RD., HI-TECH ZONE CITY: XIAN, SHAANXI PROVINCE STATE: F4 ZIP: 00000 BUSINESS PHONE: 86-29-88323325 MAIL ADDRESS: STREET 1: 19TH FLOOR, BUILDING B, VAN METROPOLIS STREET 2: 35 TANG YAN RD., HI-TECH ZONE CITY: XIAN, SHAANXI PROVINCE STATE: F4 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: COVENTURE INTERNATIONAL INC DATE OF NAME CHANGE: 20020528 FORMER COMPANY: FORMER CONFORMED NAME: LIQUIDPURE CORP DATE OF NAME CHANGE: 20000801 SC 13D/A 1 v228177_sc13da.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
 (Amendment No. 1)*
 
 
CHINA NATURAL GAS, INC.
(Name of Issuer)
 
 
Common Stock, par value US$.0001 per share
(Title of Class of Securities)
 
 
168910206
(CUSIP Number)
 
 
Mr. Qinan Ji
19th Floor, Building B, Van Metropolis
Tang Yan Road, Hi-Tech Zone
  Xi’an, 710065, Shaanxi Province, China
86-29-88323325
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
 
June 30, 2011
(Date of Event which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
CUSIP No. 168910206
 
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Qinan Ji
n/a
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)   o
(b)   o  
 
3.
SEC Use Only
 
4.
Source of Funds (See Instructions)
 
OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
  o
6.
Citizenship or Place of Organization
 
People’s Republic of China
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
 
1,564,616 shares of common stock
8.
Shared Voting Power
 
1,437,683 shares of common stock
9.
Sole Dispositive Power
 
1,564,616 shares of common stock
10.
Shared Dispositive Power
 
1,437,683 shares of common stock
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
3,002,299 shares of common stock
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
 
13.
Percent of Class Represented by Amount in Row (11)
 
13.99%
14.
Type of Reporting Person (See Instructions)
 
IN
 
 
2
 
 
CUSIP No. 168910206
 
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Xian Sunway Technology & Industry Co., Ltd.
n/a
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)   o
(b)   o  
 
3.
SEC Use Only
 
4.
Source of Funds (See Instructions)
 
OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
  o
6.
Citizenship or Place of Organization
 
People’s Republic of China
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
 
1,437,683 shares of common stock
8.
Shared Voting Power
 
0
9.
Sole Dispositive Power
 
1,437,683 shares of common stock
10.
Shared Dispositive Power
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,437,683 shares of common stock
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
 
13.
Percent of Class Represented by Amount in Row (11)
 
6.70%
14.
Type of Reporting Person (See Instructions)
 
CO
 
 
3
 
 
Introduction
 
This Amendment No. 1 is filed jointly by Mr. Qinan Ji (“Mr. Ji”) and Xian Sunway Technology & Industry Co., Ltd. (“Sunway”, together with Mr. Ji, the “Reporting Persons” and each a “Reporting Person”).  This Amendment No. 1 amends the Schedule 13D initially filed on December 6, 2005 (the “Schedule 13D”) by the Reporting Persons, relating to the common stock, par value $0.0001 per share, of China Natural Gas, Inc. (the “Company”).  Except as provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.  Unless otherwise defined herein, all capitalized terms shall have the meaning given to them in the Schedule 13D.

Item 1. Security and Issuer
 
Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
This statement relates to shares of common stock, par value $0.0001 per share (“Common Stock”), of China Natural Gas, Inc. (previously Coventure International Inc.), a Delaware corporation (the “Company”).  The principal executive offices of the Company are presently located at 19th Floor, Building B, Van Metropolis, 35 Tang Yan Road, Hi-Tech Zone, Xi’an, 710065, Shaanxi Province, China.
 
Item 2. Identify and Background
 
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
This statement is being filed jointly by Mr. Qinan Ji (“Mr. Ji”), a citizen of the People’s Republic of China, and by Xian Sunway Technology & Industry Co., Ltd., a company formed under the laws of the People’s Republic of China (“Sunway”), whose principal business is manufacturing of liquid pesticide and fertilizer and of which Mr. Ji is a control person.  Mr. Ji is Chairman of the Board of directors and chief executive officer of the Company. Each of Mr. Ji and Sunway maintains a principal place of business at 19th Floor, Building B, Van Metropolis, Tang Yan Road, Hi-Tech Zone, Xi’an, 710065, Shaanxi Province, People’s Republic of China.

During the past five years, neither Mr. Ji nor Sunway has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors, if any), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result thereof was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Item 4. Purpose of Transaction
 
Item 4 of the Schedule 13D is hereby amended by adding to the end the following:

On June 30, 2011, Mr. Ji entered into an exclusivity agreement (the “Exclusivity Agreement”) with a consortium (the “Consortium”) backed by Themes Investment Partners, a China-focused private equity firm.  Mr. Ji intends to work together with the Consortium to formulate a proposal to acquire all of the outstanding shares of Common Stock which he and his affiliates do not currently own through a going private transaction at a proposed price of $4.25 per share in cash (the “Potential Acquisition”). There can be no assurance that any proposal for the Potential Acquisition will be made, that any agreement will be executed or that the Potential Acquisition will be approved or consummated.
 
 
4
 
 
Item 5. Interest in Securities of the Issuer
 
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
Mr. Ji beneficially owns 3,002,299 shares of Common Stock, representing 13.99% of the outstanding shares of Common Stock of the Company.  Sunway beneficially owns 1,437,683 shares of Common Stock, representing 6.7% of the outstanding shares of Common Stock of the Company.  Mr. Ji owns 42.1% of Sunway and is deemed to have beneficial ownership of the shares of Common Stock held by Sunway.  The percentage of outstanding shares of Common Stock is computed based on 21,458,654 shares of Common Stock outstanding.

Mr. Ji directly holds, and has the sole voting and dispositive control over 1,564,616 shares of Common Stock, representing 7.29% of the outstanding shares of Common Stock.  Sunway directly holds 1,437,683 shares of Common Stock, approximately 6.70% of the outstanding Common Stock.  Mr. Ji shares voting and dispositive control over the shares of Common Stock held by Sunway.
 
Item 6. Contracts, Arrangements, Understandings or Relationships With respect to Securities of the Issuer
 
Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
On June 30, 2011, Mr. Ji and the Consortium entered into an Exclusivity Agreement. The description of the Exclusivity Agreement in Item 4 of this Amendment No. 1 is incorporated herein by reference.  The summary of certain provisions of the Exclusivity Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Exclusivity Agreement.  The Exclusivity Agreement is filed herewith as Exhibit 7.02 and is incorporated herein by reference.
 
Item 7. Material to be Filed as Exhibits
 
Exhibit 7.02
 Exclusivity Agreement by and between Mr. Ji and the Consortium dated June 30, 2011.
 
Exhibit 7.03
Press Release issued by Mr. Ji dated June 30, 2011, incorporated herein by reference to Exhibit 99.1 to the Report on Form 8-K furnished by the Company to the Securities Exchange Commission on July 5, 2011.
 
 
5
 
 
Signature
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
July 8, 2011
 
 
 
    
    Qinan Ji  
       
       
    XIAN SUNWAY TECHNOLOGY  
    & INDUSTRY CO., LTD.  
       
       
    By:  
    Name: Guobin Cao  
    Title:  CEO  
 
 
6
 
EX-7.02 2 v228177_ex7-02.htm Unassociated Document
June 30, 2011

 
Exhibit 7.02
 
Themes Investment Management Limited
And Co-Investor(s)
 
June 30, 2011
 
Mr. Qinan Ji
19th Floor, Building B, Van Metropolis,
No. 35 Tang Yan Road, Hi-Tech Zone
Xi’an, Shaanxi Province, China 710065
 
Dear Mr. Ji.:
 
Themes Investment Management Limited, and Co-Investor(s) and their respective affiliates (collectively, the “Investors” or “we”) propose to work exclusively with you to formulate a proposal to acquire all of the outstanding shares of common stock of China Natural Gas, Inc. (the “Company”) that you and your affiliate do not currently own through a going private transaction (the “Potential Transaction”).
 
In consideration of the effort and monies that we have expended to date and will expend continuing to work on the Potential Transaction, we request that you agree as follows:
 
1. 
Exclusivity:  During the Exclusivity Period (as defined below), you shall, and shall cause your affiliates and your and their respective officers, directors, employees, representatives, agents, financial advisors, attorneys, consultants (such affiliates and others, including, without limitation, advisors to such affiliates, collectively, your “Representatives”) to:
 
(a)   
work exclusively with the Investors in connection with the Potential Transaction or any other transaction involving any securities or assets of the Company or any subsidiary of the Company, including, without limitation, (i) evaluating the Company, (ii) formulating the terms of a non-binding proposal for the Potential Transaction and submitting such proposal to the Company and (iii) entering into definitive transaction agreements in connection with the Potential Transaction;
 
(b)   
not, without the written consent of the Investors, directly or indirectly, accept, enter into, engage in, authorize, solicit, encourage, initiate or participate in any negotiations, discussions, agreements or understandings (whether or not in writing) with any person other than the Investors relating to any proposed, potential or contemplated transaction involving any securities or assets of the Company or any subsidiary of the Company or communicate any intention to do any of foregoing matters, nor provide any information to any third party other than the Investors with respect to any securities or assets of the Company or of any subsidiary of the Company;
 
(c)   
cease and terminate immediately all solicitations, discussions, negotiations, activities, conversations and other communications with any person other than the Investors conducted on or prior to the date hereof with respect to any proposed, potential or contemplated transactions that may compete with or in any way would adversely affect, prevent or reduce the likelihood of the consummation of the Potential Transaction with the Investors; and
 
 
 
 
 
(d)   
immediately notify the Investors if you or any of your Representatives receives any approach or communications with respect to any proposed, potential or contemplated transaction involving any securities or assets of the Company or any subsidiary of the Company and immediately disclose to the Investors the identity of any persons involved and the nature and content of the approach or communication.
 
“Exclusivity Period” means the period commencing on the date hereof and continuing until August 31, 2011, and thereafter renewing automatically for consecutive one-month periods unless either you or the Investors notify the other party in writing not to renew.
 
For the avoidance of doubt, nothing in this section shall in any manner affect the ability of the Company (other than you) to accept, enter into, engage in, authorize, solicit, encourage, initiate or participate in any negotiations, discussions, agreements or understandings (whether or not in writing) with any person relating to any proposed, potential or contemplated transaction involving any securities or assets of the Company or any subsidiary of the Company or communicate any intention to do any of foregoing matters, or to provide any information to any third party with respect to any securities or assets of the Company or of any subsidiary of the Company during the Exclusivity Period.
 
2. 
Confidentiality:  You shall not, and you shall cause your Representatives not to, issue any announcement regarding the subject matter of this letter agreement or the Potential Transaction without the prior written consent of the Investors, which consent shall not be unreasonably withheld or delayed.  Any announcement to be made by you or your Representatives in connection with this letter agreement or the Potential Transaction shall be jointly coordinated and agreed by the Investors.
 
3. 
Miscellaneous:  This letter agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be the same agreement.  This letter agreement shall be governed by the laws of the State of New York.  Any dispute arising out of or in connection with this letter agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Hong Kong in accordance with the Arbitration Rules of the Singapore International Arbitration Centre in force at the date of commencement of the arbitration, which rules are deemed to be incorporated by reference in this letter agreement.  There shall be one arbitrator, whose appointment shall be in accordance with the Arbitration Rules of the Singapore International Arbitration Centre.  The arbitration shall be conducted in English.  The award of the arbitral tribunal shall be final and binding upon the disputing parties, and any party hereto may apply to a court of competent jurisdiction for enforcement of such award.  The award of the arbitral tribunal shall be provisionally enforceable pending the final resolution of any action to challenge or set aside the award.  You acknowledge that irreparable damage would occur to the Investors in the event any of the provisions of this letter agreement were not performed in accordance with their specific terms or were otherwise breached.  Accordingly, the Investors shall be entitled to seek an injunction to prevent breaches of the provisions of this letter agreement and to enforce specifically the terms and provisions hereof, in addition to any remedy to which the Investors may be entitled at law or in equity.
 
*     *     *     *     *
 
 
2
 
 
Please indicate your acceptance of the terms of this letter agreement by signing in the space provided below.
 
 
  Sincerely,  
     
     
 
ACKNOWLEDGED AND AGREED
  
 
as of this 30 day of June, 2011 by:
  
     
 
Mr. Qinan Ji
  
     
       
 
By:
   
 
 
 
 
 
Themes Investment Management Limited        
           
           
By:
 
        
Name: Yu Fan (Frank)        
Title: CEO        
 
 
3
 
EX-7.03 3 v228177_ex7-03.htm Unassociated Document
Exhibit 7.03
 

China Natural Gas Chairman Enters Into Exclusivity with Private Equity Consortium Backed
By Themes for Take-Private Transaction
 
 
XI'AN China, June 30, 2011 -- Mr. Qinan Ji ("Mr. Ji"), Chairman and Chief Executive Officer of China Natural Gas, Inc. ("China Natural Gas" or the "Company") (Nasdaq: CHNG), a leading provider of compressed natural gas for vehicular fuel and pipeline natural gas for industrial, commercial and residential use in Xi'an, China, announced today that he entered into an exclusivity agreement with a consortium backed by Themes Investment Partners, a China-focused private equity firm. Mr. Ji informed the Special Committee of the Board of Directors of the Company (the "Special Committee") that he intended to work together with the consortium to formulate a proposal to acquire all of the outstanding shares of common stock of China Natural Gas he and his affiliates do not currently own through a going private transaction at a proposed price of $4.25 per share in cash. Mr. Ji, directly and indirectly, currently beneficially owns approximately 13.99% of the Company's common stock.

There can be no assurance that any proposal for a transaction will be made, that any agreement will be executed or that any transaction will be approved or consummated.
 
For further information, please contact:

China Natural Gas, Inc.

Bode Xu, CFO
Phone: +86-29-8832-7391
Cell: +86-158-2969-1287
Email: bode.xu@naturalgaschina.com

Jackie Shi
Investor Relations Director
Phone: +86-29-8832-3325 x922
Cell:  +86-139-9287-9998
Email: yjshi@naturalgaschina.com