Unassociated Document
FREE WRITING PROSPECTUS
Filed Pursuant to Rule 433
Supplementing the Preliminary Prospectus Supplement dated September 1, 2009
Registration Statement No. 333-160150
Dated September 2, 2009

CHINA NATURAL GAS, INC.
5,725,000 Shares of Common Stock
Final Term Sheet

Issuer:
China Natural Gas, Inc (the “Company”)
   
Security:
Common stock, par value $0.0001 per share
   
Size:
5,725,000 shares of common stock
   
Over-allotment option:
858,750 additional shares of common stock
   
Public offering price:
$8.75 per share
   
Underwriting discounts and commissions:
$0.4375 per share
   
Net proceeds (excluding the over-allotment):
$47,339,063 (after deducting the underwriters’ discounts and commissions and estimated offering expenses payable by the Company)
   
Form of Offering:
Firm commitment underwritten public offering pursuant to a registration statement of Form S-3 that was filed on June 22, 2009 and declared effective on August 20, 2009
   
Listing:
The Shares are listed on the NASDAQ Global Market under the symbol “CHNG”
   
Trade date:
September 3, 2009
   
Settlement date:
September 9, 2009
   
Underwriters:
Roth Capital Partners, LLC and Simmons & Company International

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2009 on an actual basis and on an as adjusted basis to give effect to the sale by us of 5,725,000 shares of our common stock in this offering after deducting underwriting discounts and commissions and estimated offering expenses payable by us and assuming no exercise of the underwriters' over-allotment option. You should read this table in conjunction with our consolidated financial statements and the related notes thereto, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other financial information included in or incorporated by reference into the preliminary prospectus supplement, dated September 1, 2009, relating to this offering and the accompanying prospectus.
 

   
As of June 30, 2009
  
   
Actual
(unaudited)
    
As Adjusted
  
             
CURRENT ASSETS
            
Cash and Cash Equivalents
  
$
9,701,176
    
$
57,040,239
  
                 
LONG TERM LIABILITIES
                
Notes payable, net of discount of $14,167,334 as of June 30, 2009
    
25,832,666
      
 25,832,666
  
Redeemable liabilities – warrants
    
17,500,000
      
17,500,000
  
Derivative liabilities – warrants
    
2,130,091
      
 2,130,091
  
Total long term debt
    
45,462,757
      
45,462,757
  
                 
STOCKHOLDERS’ EQUITY
                
Common stock, $0.0001 per share; 45,000,000 shares authorized, 14,600,154 shares issued and outstanding at June 30, 2009, 20,325,154 shares issued and outstanding as adjusted
    
1,460
      
2,033
  
Additional paid-in capital
    
25,357,254
      
72,695,744
  
Cumulative translation adjustment
    
8,505,948
      
8,505,948
  
Statutory reserves
    
4,880,681
      
 4,880,681
  
Retained earnings
    
39,898,795
      
39,898,795
  
Total stockholders’ equity
  
$
78,644,138
    
$
125,983,201
  
 
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.  You may obtain these documents for free from the SEC Web site at www.sec.gov.  Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it from Roth Capital Partners, LLC, Attention: Equity Capital Markets, 24 Corporate Plaza Drive, Newport Beach, CA, 92660, by telephone at 1-800-678-9147, by e-mail to rothecm@roth.com, or by fax to (949) 720-7227.