Unassociated Document


    

      Zhanhua
Jiutai Gas Co., Ltd.

      


      Equity
Transfer Agreement

      


      This Agreement is entered by
and between the Transferors and Transferee in _____ (place) on the day
of December
12,2009.

      


      Transferors:

      


      (1) Deqiang
Song,  ID Number:372325197407080817,
Address:_____________;

      


      (2) Runfa Zheng, ID
Number:120223197107163817,Address:________________;

      


      (3) Ying Wang,ID
Number:302301520829074 ,Address:__________________;

      


      (4) Zhixin Han,ID
Number:120223196307204439,Address:__________________;

      


      (5) Yaofeng Shao,ID
Number:310105197412164418,Address:________________。

      


      Transferee:

      


      Qinhuangdao
Chensheng Gas Co., Ltd.

       

      
        	
                Address:

              	
                Postcode:____________

              
	 	 
	
                Legal
      Representative: Dunhong Shi

              	
                Position:_____________

              


      

      


      


      ("Transferors" and
"Transferee", hereinafter are referred to as collectively "Parties", or
individually "Party".)

      


      The
Company:

      


      Zhanhua
Jiutai Gas Co., Ltd. (hereinafter referred to as “Jiutai” ), a limited liability
company established and existing under Chinese laws with the registered address
in _______________, it’s legal representative _______.



      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      Whereas:

      


      (1) Mr. Deqiang Song,
one of the Transferors, holds 40% equity of Jiutai;

      


      (2) Mr. Runfa Zheng,
one of the Transferors, holds 20% equity of Jiutai;

      


      (3) Ms. Ying Wang,
one of the Transferors, holds 20% equity of Jiutai;

      


      (4) Mr. Zhixin Han,
one of the Transferors, holds 10% equity of Jiutai;

      


      (5) Mr. Yaofeng Shao,
one of the Transferors, holds 10% equity of Jiutai;

      


      (6) The registered
capital of Jiutai is Renminbi Five hundred thousand Yuan; and

      


      (7) Transferee agrees
to purchase all equity of Jiutai held by Transferors .

      


      Pursuant
to the "Company Law of the People's Republic of China", The "Agreement Law of
the People's Republic of China " and other applicable laws and regulations and
the relevant provisions of the Articles of Association of Jiutai, Transferors
and the Transferee, after good faith consultations, conclude this Agreement
regarding share transfer as follows:

      


      
        	
                1、

              	
                Transferred
      Equity

              


      

      


      
        
          	
                  1.1

                	
                  Transferors
      jointly and severally agree to sell all equity of Jiutai held by all the
      Transferors (hereinafter referred to as "Transferred Equity ") to the
      Transferee.

                


        

      

      


      Mr.
Deqiang Song agrees to sell the 40% equity of Jiutai which he duly holds to the
Transferee;

      


      Mr. Runfa
Zheng agrees to sell the 20% equity of Jiutai which he duly holds to the
Transferee;

      


      Ms. Ying
Wang agrees to sell the 20% equity of Jiutai which she duly holds to the
Transferee;

      


      Mr.
Zhixin Han agrees to sell the 10% equity of Jiutai which he duly holds to the
Transferee;


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      Mr.
Yaofeng Shao agrees to sell the 10% equity of Jiutai which he duly holds to the
Transferee;

      


      
        
          	
                  1.2

                	
                  Transferee
      agrees to buy all equity of Jiutai from all the
    Transferors.

                


        

      

      


      Transferee
agrees to buy 40% equity of Jiutai from Mr. Deqing Song, which he duly
holds;

      


      Transferee
agrees to buy 20% equity of Jiutai from Mr. Runfa Zheng, which he duly
holds;

      


      Transferee
agrees to buy 20% equity of Jiutai from Ms. Ying Wang, which she duly
holds;

      


      Transferee
agrees to buy 10% equity of Jiutai from Mr. Zhixin Han, which he duly
holds;

      


      Transferee
agrees to buy 10% equity of Jiutai from Mr. Yaofeng Shao, which he duly
holds.

      


      
        
          	
                  1.3

                	
                  The
      Transferee shall have all shareholder rights, undertake obligations and
      responsibilities of shareholder in accordance with applicable Chinese laws
      and the provisions of the Articles of Association of
    Jiutai.

                


        

      

      


      
        	
                2、

              	
                A
      precondition of the transfer of
equity

              


      

      


      
        
          	
                  2.1

                	
                  The Parties agree that the
      following conditions shall be satisfied prior to the selling of equity by
      the Transferors, the buying of equity by the Transferee and performance of
      the transferred equity delivery by the
Parties:

                


        

      

      


      (1)all necessary
permissions, instructions, consents, licenses, approval or authorization,
related to the legality, validity or enforceability of the selling of the
transferred equity, buying of the transferred equity, issued by the relevant
government authorities, departments or other organizations have been obtained or
made;


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      (2)all the necessary
procedures, formalities and procedures related to the selling and buying the
transferred equity have been completed or performed.

      


      
        
          	
                  2.2

                	
                  The
      Transferee may, at any time by writing to waive any of the above
      preconditions, and such waiver may be based on the terms and conditions
      which the Transferee
determines.

                


        

      

      


      
        
          	
                  2.3

                	
                  The
      Parties agree that except otherwise agreed in this Agreement, the
      Transferee shall be entitled to terminate this Agreement unilaterally
      without any liability of breach of Agreement if some or all of the
      preconditions are still unable to be satisfied before the completion of
      transferred equity delivery. If the Transferee suffers from loss hereby,
      the Transferors shall compensation such losses to the
      Transferee.

                


        

      

      


      
        	
                3、

              	
                Transfer
      price and Time of payment

              


      

      


      
        
          	
                  3.1

                	
                  The
      Parties agree that the transfer price is based on the appraisal report
      issued by the accounting firm which is properly qualified and designed by
      the Transferee and approved by the Transferors. The base date of the
      evaluation is September 30, 2009. The Parties agree that the price of the
      100% transferred equity is Renminbi sixteen million five hundred thousand
      Yuan (hereinafter referred to as "total transfer price") and the
      installment method of payment. The payment shall be made in Renminbi under
      this Agreement and be paid within the territory of the People's Republic
      of China.

                


        

      

      


      
        
          	
                  3.2

                	
                  Payment
      Schedule

                


        

      

      


      The
Parties agree that the total transfer price shall be paid according to the
following Payment Schedule upon the approval of the three evaluation reports
mentioned in the Article 3.1 3 by the board of directors of the
Transferee:

      


      
        
          	
                  3.2.1

                	
                  The
      amount of the first installment is 58% of the total transfer price,
      Renminbi Nine million five hundred thousand Yuan. The Transferee shall
      make the first installment payment to the Transferors within 13 working
      days as of the effective day of this
Agreement.

                


        

      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

      To pay
Renminbi three million eight hundred thousand Yuan to Mr. Deqiang Song, one of
the Transferors;

      


      To pay
Renminbi one million nine hundred thousand Yuan to Mr. Runfa Zheng, one of the
Transferors;

      


      To pay
Renminbi one  million nine hundred thousand Yuan to Ms. Ying Wang, one
of the Transferors;

      


      To pay
Renminbi nine hundred fifty thousand Yuan to Mr.Zhixin Han, one of the
Transferors;

      


      To pay
Renminbi nine hundred fifty thousand Yuan to Mr.Yaofeng Shao, one of the
Transferors.

      


      
        
          	
                  3.2.2

                	
                  The
      Parties agree that, the Transferors shall complete all of the following
      procedures within 10 working days as of the date of the first installment
      payment; otherwise, the Transferee shall have the right to refuse to make
      the second installment
payment:

                


        

      

      


      
        (1) the Transferors
increase the registered capital of Jiutai to not less than Renminbi five hundred
million Yuan on their own expenses and complete the update of the registration
with the local Industrial and Commercial department.

      

      


      (2) the Transferors
actively coordinate with the government relations to obtain a written
confirmation from the supervisory departments of Zhanhua government,
and

      


      (3) The Transferors
shall release a public statement in the local media ________ ,where Jiutai is
located, to announce that the Transferors and Jiutai have no any ongoing
litigation, arbitration cases (including under implementation), no any
circumstance of seal-up, freezing or seizure of possession or other judicial
enforcement situation, and no any disputes or potential disputes which may cause
litigation or arbitration. Meanwhile, there is no any outstanding guaranty
provided by Jiutai for any other person/entity. Before the completion of the
transferred equity delivery, all rights and obligations of Jiutai transfer to
the Transferors, the Transferors jointly and severally have the rights and take
the obligations, except the business that the Agreement for exploitation is
signed but no any receivables is collect yet.

       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      (4) All of the update
registration procedures relating to the equity transfer include, but not limited
to, the update registration with the Industrial and Commercial department and
other relevant update registration required by other authorities;

      


      (5) Completion of
delivery of transferred equity.

      


      
        
          	
                  3.2.3

                	
                  Transferors
      jointly and severally acknowledge that the percentage of the equity held
      by each Transferors will remain the same after the registered capital of
      Jiutai is increased to not less than Renminbi five million Yuan. The
      Parties agree that each Transferor will go on to transfer all of their
      equity to the Transferee after completion of the update registration of
      the aforementioned increase of the registered capital. The provisions of
      this Agreement related to the transfer of equity between the Parties shall
      apply to transfer of equity after the aforementioned capital
      increase.

                


        

      

      


      
        
          	
                  3.2.4

                	
                  The
      Transferee acknowledges that the registered capital increase described in
      the Article 3.2.3 will not lead to any liability of Jiutai
      occurred.

                


        

      

      


      
        
          	
                  3.2.5

                	
                  The
      amount of the second installment payment is 36%of the total transferred
      price, that is, Renminbi six million Yuan. The preconditions to make the
      second installment payment are as
follows:

                


        

      

      


      
        
          	
                	
                  (1)

                	
                   All
      preconditions for the first installment payment have been met without any
      losses to the normal operations of
Jiutai.

                


        

      

      


      
        
          	
                	
                  (2)

                	
                  The
      second installment payment is completed within the sixth month as of the
      date of the first installment
payment.

                


        

      

       

      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

      
        
          	
                	
                  (3)

                	
                   The
      Transferors assist Jiutai to pass a comprehensive inspection of all of its
      gas stations and pipe network and to obtain a passed inspection report
      issued by the supervisory
department.

                


        

      

      


      To pay
Renminbi two million four hundred thousand Yuan to Mr. Deqiang Song, one of the
Transferors;

      


      To pay
Renminbi one million two hundred thousand Yuan to Mr. Runfa Zheng, one of the
Transferors;

      


      To pay
Renminbi one million two hundred thousand Yuan to Ms. Ying Wang, one of the
Transferors;

      


      To pay
Renminbi six hundred thousand Yuan to Mr.Zhixin Han, one of the
Transferors;

      


      To pay
Renminbi six hundred thousand Yuan to Mr.Yaofeng Shao, one of the
Transferors.

      


      
        
          	
                  3.2.6

                	
                  The
      amount of the third installment payments is 6% of the total transfer
      price, that is, Renminbi one million Yuan. In order to ensure the smooth
      transition of Jiutai and the stability of the project operations, the
      Transferee will keep the third installment payment as a transfer deposit,
      which will be paid to the Transferors within the twelfth month after the
      completion of delivery of the transferred
  equity.

                


        

      

      


      To pay
Renminbi four hundred thousand Yuan to Mr. Deqiang Song, one of the
Transferors;

      


      To pay
Renminbi two hundred thousand Yuan to Mr. Runfa Zheng, one of the
Transferors;

      


      To pay
Renminbi two hundred thousand Yuan to Ms. Ying Wang, one of the
Transferors;

      


      To pay
Renminbi one hundred thousand Yuan to Mr.Zhixin Han, one of the
Transferors;

      


      To pay
Renminbi one hundred thousand Yuan to Mr.Yaofeng Shao, one of the
Transferors.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

      
        
          	
                  3.3

                	
                  The
      Transferors jointly and severally agree that when the Transferee makes
      payment to the Transferors, the Transferee is entitled to deduct any of
      the remaining payables (if any) owed by the Transferors on its own
      discretion without any prior consent of the
  Transferors.

                


        

      

      


      
        	
                4.

              	
                Adjustment
      of Transfer Price

              


      

       

      
        	
                4.1

              	
                The
      Transferors jointly and severally acknowledge that the Transferors shall
      separate the surplus land from Jiutai on their own expenses, except the
      land underlying all of the comprehensive office buildings of Jiutai and
      the gas station sites run by Jiutai (see detailed list in Annex I to this
      Agreement, "details of the land required by Jiutai for gas station
      sites"), or assist the Transferee to sign a land lease Agreement with the
      government. Notwithstanding the foregoing provision, the Transferee agrees
      to take the land transfer fees charged by the state in the course of the
      aforementioned separation of the land underlying the gas station sites
      required by Jiutai. If the Transferors fail to fulfill the foregoing
      obligations before the second installment payment, then the Transferee is
      entitled to reduce the amount of 500,000 Yuan from the total transfer
      price or to request Renminbi 500,000 Yuan as compensation of breach of
      Agreement from the Transferors.

              


      

      


      
        
          	
                  4.2

                	
                  The
      Transferors jointly and severally undertake to be responsible for jointly
      selected by the first two industrial users to complete and sign the
      pipeline gas supply Agreement in accordance with requirements of the
      Transferee on the earlier date of the 90th day as of the first installment
      payment and the day of the second installment payment. If the Transferors
      fail to fulfill the foregoing obligations before the second installment
      payment, then the Transferee is entitled to reduce the amount of 500,000
      Yuan from the total transfer price or to request Renminbi 500,000 Yuan as
      compensation of breach of Agreement from the
  Transferors.

                


        

      

       

      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      
        
          	
                  4.3

                	
                  Transferors
      jointly and severally undertake to ensure before the completion of the
      delivery that: the stability of the personnel of Jiutai so that no new
      additional staff, salary adjustments or other changes shall occur except
      staff and salary contained in the "list of company personnel and salary
      details" (see annex II to this Agreement, the "list of company personnel
      and salary details"); the stability of the debt of Jiutai so that no new
      engineering advances and payables except that contained in the "
      Obligations transfer list" (see Annex III to this Agreement, the
      "Obligations transfer list"). The Transferee is entitled to deduct the
      losses of Jiutai from the outstanding total transfer price if the
      Transferors breach the aforementioned
guaranty.

                


        

      

      


      
        	
                5、

              	
                Corporate
      Operation before the completion of equity
  transfer

              


      

      


      
        
          	
                  5.1

                	
                  The
      Transferors jointly and severally agrees that Jiutai and the Board of
      Directors appointed by it shall ensure that: first, business operation of
      Jiutai will be carried on in accordance with the normal and prudent
      principles; second, the Company and its Board of Directors shall not deal
      with or shall deal with (or allow to deal with) any (those things that
      shall be done or not be done during the normal operation) important
      actions or matters. Moreover, without a written consent from the
      Transferee in advance before the completion of the equity transfer, the
      Transferors shall, in particular (but not limited to the general
      applicability of the statement mentioned above), ensure that Jiutai shall
      not:

                


        

      

      


      (1) Issue or agree to
issue any shares or loan capitals, or; offer or agree to offer or withdraw any
option of purchase, or; amend any existing articles concerning the acquisition
or subscription of the option or right of any shares or loan
capital;

      


      (2) Make a loan or do
fundraising;

      


      (3) Terminate any
Agreements, arrangements or Agreements of great value, or; waive any rights of
great importance.



      
        
           


        

        
          9

          
            

          

        

        
           


        

      

       

      (4) Expose any part
of the business operations, properties or assets to mortgages, claims, liens,
pledges, charges and other obligations (whatever the nature or whether they are
similar to those mentioned above), or; create or allow any mortgages, claims,
liens, pledges, charges and other obligations (whatever the nature or whether
they are similar to those mentioned above) in relation with the above mentioned
items, with the exception of liens of no significant value resulting from the
legislation

      


      (5) Give any
promises, assurances, guarantees or pledges to any third Party;

      


      (6) Dispose or agree
to dispose any assets of great value; or acquire or agree to acquire any assets
of great value

      


      (7) Dispose any
ownership, right of holding, keeping or controlling any corporate documents,
account books, lists or records

      


      (8) Register a
compromise, a mediation, an extrajudicial settlement, termination of a
Agreement, exemption from an obligation in any major civil or criminal suits,
litigations or any other legal procedures or concerning any major duties,
claims, litigations, pleas or disputes, or; waive any rights in relation to the
above mentioned situations (unless the rights are made or waived in general or
normal business operation)

      


      (9) Release the
debtor from his debt owed to Jiutai, reach a compromise with the debtor or
cancel any major payment from the account, unless the action is subject to its
general or normal business operation;

      


      (10) Assign or agree
to assign the ownership or possession of any part of the entire assets of
Jiutai, or lease any real estate or possessions, or;

      


      (11) Cancel any
current effective insurance policy or accelerate avoidance of the policy, or
violate any regulations under the insurance policy

       

      
        
           


        

        
          10

          
            

          

        

        
           


        

      

       

      
        	
                6、

              	
                Matters
      before completion of equity
transfer

              


      

      


      
        
          	
                  6.1

                	
                  The
      Parties agree that a project team will be formed within five working days
      after the execution of this Agreement. The team consists of 4 people, and
      the Transferors and Transferee will severally assign two people of their
      own. The project team will facilitate the operation and management of
      Jiutai, and understand, improve and take over its business operations
      gradually.

                


        

      

      


      
        
          	
                  6.2

                	
                  During
      the process of verifying assets and businesses of Jiutai, should the
      project team find any items not in compliance with Assets Confirmation
      List (please refer to the Attachment 4 below), it can notify both Parties
      at any time. The two Parties will adjust the price of transfer upon
      negotiation. Should the two Parties cannot reach an Agreement on the
      adjustment of the price of transfer, then they shall entrust a
      professional appraisal institution to assess the value of relevant assets.
      Both Parties agree to adjust the price of transfer based on the result of
      assessment. Each Party will share 50% of the assessment
    fee.

                


        

      

      


      
        
          	
                  6.3

                	
                  The
      project team will be at work for ten working days. During the period, if
      the Transferee cannot make the first installment in accordance with the
      Agreement or the Transferors causes a significant impact on the business
      operation of Jiutai due to its false reports or data, the Agreement will
      be terminated automatically and the project team will be dismissed
      unconditionally.

                


        

      

      


      
        
          	
                  6.4

                	
                  The
      Transferors shall pay up the entire amount due to be executed before the
      completion of equity transfer at its own cost, or transfer the amount to
      Transferors with consent from relevant creditors. After the completion of
      equity transfer, Jiutai shall be responsible for the amount due in the
      construction Agreement signed by it. Despite of the above-mentioned
      Agreement, the payment to be charged in the development Agreement signed
      before the completion of the equity transfer still belongs to
      Jiutai.

                


        

      

       

      
        
           


        

        
          11

          
            

          

        

        
           


        

      

       

      
        	
                7、

              	
                Completion
      of equity transfer

              


      

      


      
        
          	
                  7.1

                	
                  The
      Parties agree that they will establish a “transfer team” to complete the
      equity transfer of Jiutai within ten working days upon the completion of
      the first installment. The day when “transfer team” is established is the
      delivery day.

                


        

      

      


      
        
          	
                  7.2

                	
                  The
      Transferors shall prepare a list of transfer for the “transfer team”. The
      list shall show all the assets, corporate books required by the law,
      account books, documents, Agreements, and Agreements and so
      on.

                


        

      

      


      
        
          	
                  7.3

                	
                  The
      term of transfer for the project team is ten working days. During the
      period, if the Transferee cannot make the first installment in accordance
      with the Agreement or the Transferors causes a significant impact on the
      business operation of Jiutai due to its false reports or data, the
      Agreement will be terminated
automatically

                


        

      

      


      
        
          	
                  7.4

                	
                  To
      facilitate the equity transfer, the Transferors shall present the
      following documents to the
Transferee:

                


        

      

      


      (1) All the orders,
licenses, Agreements issued by organs of authority on selling or buying the
transferred equity or certified copies that have been approved.

      


      (2) Certificates of
shares on the equity transfer (including register of shareholders of
Jiutai)

      


      (3) Letters of
resignation from all the current directors of Jiutai. It should be confirmed
that none of these letters of resignation have involved Jiutai in any requests
(whether it is about compensation for resignation or any other reasons). The
resignation shall be effective upon the delivery day.

      


      (4) Confirmation
letters of senior officers of Jiutai to confirm that none of the officers have
requests for the Company (whether it is about compensation for resignation or
any other reasons).

      


      (5) Certificates that
prove property right alteration registration procedures concerning the selling
and buying of transferred equity have been finished properly

      


      (6) Certificates that
prove existing bank accounts of Jiutai have been rendered void and new
authorization orders have been issued to personnel appointed by the
Transferee

       

      
        
           


        

        
          12

          
            

          

        

        
           


        

      

       

      (7) Certificates of
property right of the assets

      


      (8) Certificates of
debit and credit sides of accounts issued by each bank serving Jiutai by the
time of closing as of the day of completion of the delivery.

      


      
        
          	
                  7.5

                	
                  Both
      Parties agree that the transfer shall be deemed to be completed upon the
      day when the Transferee confirms that the “transfer team” has completed
      its work and the Transferors have fulfilled its obligations under Article
      7.4.

                


        

      

      


      
        	
                8、

              	
                Commitment
      and guarantee

              


      

      


      
        
          	
                  8.1

                	
                  The
      Transferors jointly and severally commits and guarantees
    that:

                


        

      

      


      
        
          	
                  8.1.1

                	
                  The
      Transferors legally owns 100% of the equity of Jiutai. Should any third
      Party raise requests to the Transferee for ownership or interest of the
      equity, the Transferors shall bear full responsibility and compensate the
      Transferee for any loss incurred
hereof.

                


        

      

      


      
        
          	
                  8.1.2

                	
                  The
      equity to be transferred by the Transferors shall not subject to any other
      rules and regulations beyond the ones stipulated expressly in this
      Agreement. Should any third Party produce effective evidence that the
      transfer by the Transferors subjects to other rules and regulations, the
      Transferors shall bear full responsibility and compensate the Transferee
      for any loss incurred hereof.

                


        

      

      


      
        
          	
                  8.1.3

                	
                  Upon
      the execution of the Agreement, no third Party has access to the equity
      acquired by the Transferee, its subsidiary rights and interests or those
      to be generated from the
equity.

                


        

      

      


      
        
          	
                  8.1.4

                	
                  Individual
      income tax of the revenue generated from the equity transfer shall be
      borne by the Transferors, who shall pay tax to the local tax bureau and
      submit copies of certificate of tax payment to the
    Transferee.

                


        

      

      


      
        
          	
                  8.1.5

                	
                  Jiutai
      is established and exists in accordance with Chinese
  laws.

                


        

      

       

      
        
           


        

        
          13

          
            

          

        

        
           


        

      

       

      
        
          	
                  8.1.6

                	
                  Jiutai
      owns and has acquired all the effective authorization letters, licenses,
      approvals and permits to manage existing assets and carry out all the
      business operations (See Annex V "The production and operation information
      of Jiutai"). The above-mentioned documents have been registered and
      recorded in relevant departments in accordance with effective rules and
      regulations.

                


        

      

      


      
        
          	
                  8.1.7

                	
                  Except
      written disclosure to the Transferee, the assets of Jiutai do not subject
      to any guarantees or any right of third Party or any other limitations
      that might affect the execution of rights concerning the above-mentioned
      assets or interests. As of the execution day of the Agreement, nobody will
      execute or claim to execute any rights that might significantly affect the
      conditions of the transferred assets, or raise any disputes directly or
      indirectly involving the transferred
assets.

                


        

      

      


      
        
          	
                  8.1.8

                	
                  Upon
      execution by both Parties, the Agreement will be binding upon the
      Transferors.

                


        

      

      


      
        
          	
                  8.1.9

                	
                  Except
      written disclosure to the Transferee, the assets do not subject to any
      litigations, arbitrations or administrative procedures involving any other
      enterprises or its
subsidiaries.

                


        

      

      


      
        
          	
                  8.1.10

                	
                  Except
      explicit disclosure, the transferred assets of Jiutai do not subject to
      any other loans to be paid or debts of any
  forms.

                


        

      

      


      
        
          	
                  8.1.11

                	
                  Before
      the execution day of the Agreement, no written notice from creditors that
      will make a mandatory disposal of assets of
  Jiutai.

                


        

      

      


      
        
          	
                  8.1.12

                	
                  As
      of the execution day of the Agreement, as far as the Transferors knows, no
      major accidents occur or based on rational judgment might occur to the
      existing business, finance or
operation.

                


        

      

      


      
        
          	
                  8.1.13

                	
                  The
      Assets Confirmation List (please refer to the Annex 4 below) provided by
      Transferors to Transferee is true, accurate and
  complete.

                


        

      

      


      
        
          	
                  8.1.14

                	
                  On
      the base day of assets appraisal, Jiutai has effective and tradable
      ownership in all the fixed assets stipulated in Assets Confirmation List,
      including but not limited to all the machines, constructions, on-going
      projects, gas pipeline, land and other fixed and current assets. Moreover,
      it is still entitled to effective and tradable ownership in the
      above-mentioned assets and all the acquired assets upon the delivery
      day.

                


        

      

       

      
        
           


        

        
          14

          
            

          

        

        
           


        

      

       

      
        
          	
                  8.1.15

                	
                  Upon
      the delivery day, major assets in operation of Jiutai shall be in good
      condition and comply with normal standards of gas industry after
      periodical and proper
maintenance.

                


        

      

      


      
        
          	
                  8.1.16

                	
                  The
      operation of Jiutai has never gone against rules and regulations of China,
      never received any written notice from relevant management or public
      service department that indicates authorization, license, approval and
      permit awarded to the target company before have been revoked due to its
      delinquent behaviors and the revocation of the above-mentioned documents,
      compliance with relevant regulations or remedial measures adopted have
      seriously affected the business operation of the target
      company.

                


        

      

      


      
        
          	
                  8.1.17

                	
                  The
      Obligations Transfer List (please refer to Annex 3) provided by
      Transferors to Transferee is true, accurate and
  complete.

                


        

      

      


      
        
          	
                  8.1.18

                	
                  Before
      the delivery day, all the debts owed by Jiutai have been shown in the Debt
      Transfer List (please refer to Attachment 3), including but not limited to
      the amount owed to the original shareholders, the amount payable to
      suppliers and construction teams, salaries and benefits payable to
      employees, taxes payable to tax bureau and so on. The above-mentioned
      debts have been paid up by the Transferors at its own cost or transferred
      to the Transferee with consent from relevant
  creditors.

                


        

      

      


      
        
          	
                  8.1.19

                	
                  Except
      for debts shown in the Debt Transfer List (please refer to Annex 3), there
      is no other debt owed by Jiutai before the Delivery
  day.

                


        

      

      


      
        
          	
                  8.1.20

                	
                  The
      Transferors will negotiate with the Transferee on matters concerning
      equity transfer not mentioned herein in accordance with Chinese rules and
      regulations.

                


        

      

      


      
        
          	
                  8.1.21

                	
                  The
      Transferors shall be responsible for the above-mentioned statement and
      guarantee. Should it go against either of the above articles, the
      Transferee reserves the right to deduct RMB Two million from the entire
      price of transfer.

                


        

      

      


      
        
          	
                  8.1.22

                	
                  The
      Transferors jointly confirms that the Transferee signs the Agreement based
      on trust in every
guarantee.

                


        

      


      
        
           


        

        
          15

          
            

          

        

        
           


        

      

       

      
        
          	
                  8.1.23

                	
                  Should
      the Transferee has proper reason to believe a potential violation of the
      guarantee, within three years after the completion of the transfer, the
      Transferee, its counselors and representatives reserve the right to
      require the Transferors to offer all the facilities (in particular, the
      access to all the financial records and other documents of the
      Transferors) so that the Transferee can confirm whether a violation has
      occurred to the relevant
guarantee.

                


        

      

      


      
        
          	
                  8.1.24

                	
                  The
      Transferors jointly commits that upon the execution of the Agreement, it
      will terminate any negotiation on the equity transfer of Jiutai with any
      third Party except the Transferee. Meanwhile, it will not carry out new
      negotiations on the equity transfer of Jiutai with any third Party except
      the Transferee.

                


        

      

      


      
        
          	
                  8.1.25

                	
                  The
      above-mentioned statement and guarantee remain effective after the
      delivery day.

                


        

      

      


      
        
          	
                  8.2

                	
                  Commitment
      and guarantee from the
Transferee

                


        

      

      


      
        
          	
                  8.2.1

                	
                  The
      Transferee is a legal entity established and existing in accordance with
      Chinese laws.

                


        

      

      


      
        
          	
                  8.2.2

                	
                  In
      execution of the Agreement, the Transferee has acquired all the lawful
      rights and interests which have been approved by the board of shareholders
      (directors) in accordance with Corporate Law and
      Article of Association. The decision has become effective and will not
      subject to being invalid and
revoked.

                


        

      

      


      
        
          	
                  8.2.3

                	
                  The
      Transferee will negotiate with the Transferors on all the contents of the
      Agreement and matters not mentioned herein in accordance with Chinese
      rules and regulations.

                


        

      

      


      
        
          	
                  8.2.4

                	
                  The
      Transferee shall be responsible for the above mentioned statement and
      guarantee. If the Transferors has fulfilled its obligation under the
      Agreement, the Transferee shall also bear relevant liabilities and pay the
      acquisition amount to the Transferors as stipulated in the
      Agreement.

                


        

      

       

      
        
           


        

        
          16

          
            

          

        

        
           


        

      

       

      
        	
                9、

              	
                Liability
      for breach of the Agreement

              


      

      


      
        
          	
                  9.1

                	
                  In
      the event that there is any material omission or severe fraud in the
      documents or data submitted by Transferors, the Agreement may be
      terminated by the Transferee. Meantime the transferor shall indemnify for
      the damage herein caused by the
transferors.

                


        

      

      


      
        	
                9.2

              	
                The
      transferee shall pay a late payment penalty to the Party who does not
      receive the transfer payment on time every day, which is equivalent to the
      amount of 0.1% of the overdue payment; however in any case the delay
      payment penalty shall not exceed the amount of 5% of overdue payment. The
      Party who does not receive the transfer payment on time is entitled to
      terminate this Agreement if the delay of transfer payment by the
      transferee exceeds six months. If the losses of the Party cannot be offset
      by the aforementioned delay payment penalty, the Transferee shall
      compensate the difference; however in any case the amount of damages shall
      not exceed the amount of 10% of the overdue
  payment.

              


      

      


      
        	
                9.3

              	
                The
      Parties mutually agree that, unless this Agreement is otherwise provided ,
      if either Party makes a material breach of the Agreement, the
      non-defaulting Party has the right to terminate the Agreement according to
      the PRC 《Agreement
      law》and
      applicable judicatory interpretation and may ask for
      compensations.

              


      

      


      
        	
                9.4

              	
                The
      Parties confirm simultaneously that if either Party breaches their
      representations, warranties and facts stated in the Article 8 under the
      Agreement,the
      non-defaulting Party may have the right to terminate this Agreement and
      ask for compensations.

              


      

      


      
        	
                9.5

              	
                That
      any Party breaches any provision of the Agreement including but not
      limited representations、guaranties
      and promises shall consist of a breach of the Agreement. The
      non-defaulting Party may have the right to ask for compensation until to
      terminate this Agreement.

              


      

      


      
        	
                9.6

              	
                After
      completion of the equity transfer, the Transferors shall take positive
      measures to solve all disputes or debts caused by the running of the
      company before the delivery day, or unforeseeable disputes before the
      delivery day. The Transferee shall be compensated by the Transferors for
      the damage caused hereby.

              


      

       

      
        
           


        

        
          17

          
            

          

        

        
           


        

      

       

      
        	
                9.7

              	
                If
      the Transferors fail to fulfill their undertakings on time under the
      Agreement, the Transferors are deemed to breach the Agreement and the
      Transferee may have right to terminate this Agreement and ask for
      compensation.

              


      

      


      
        	
                9.8

              	
                Unless
      this Agreement is otherwise provided, if the Transferors have performed
      all the provisions of this Agreement strictly; however the Transferee
      unilaterally terminates this Agreement, the Transferee shall compensate
      the Transferors for their direct damage caused
  hereby.

              


      

      


      
        	
                10、

              	
                Force
      Majeure

              


      

      


      Neither Party
shall be prevented from failure of performance of any of its obligations under
this Agreement due to an event of Force Majeure outside the reasonable control
of that Party. The Party affected by such event of force majeure shall
notify the other Party immediately in convenient way, and shall not later
than 15 days after the commencement of such event submit the documentary
evidence notarized by local notary organ to the other Party. Both Parties
shall renegotiate the way of dealing with the aftermath such event in
time.

      


      
        	
                11、

              	
                Confidentiality

              


      

      


      Either
Party of this Agreement shall not disclose any information related to this
Agreement to any person、entity or company
during the term of the Agreement or five years after the expiry date of the
Agreement, no matter the person、entity or company
has a competitive relationship with the other Party or not.

       

      
        
           


        

        
          18

          
            

          

        

        
           


        

      

       

      
        	
                12、

              	
                Notices

              


      

      


      
        
          	
                  12.1

                	
                  Any
      and all notices shall be in writing, including facsimile、letter、delivery by
      designated deliverer, the notifying date shall be no later than 7 days
      after the written notice delivered. The notifying date of unwritten notice
      (telephone or email, etc) shall be the date of written confirmation of the
      receiver.

                


        

      

      


      
        
          	
                  12.2

                	
                  Either
      Party altering the notice(s) or the address, shall notice the other Party
      no later than 3 days after the alteration. The altering Party shall take
      all legal liability caused by its failure of performance of notifying
      duty.

                


        

      

       

      If to the
Transferors, notices shall be delivered as follows:

       

      Addressee:_________
Position:_________

      


      Address:__________________
Post code:_________

      


      Facsimile:______________
Email:__________________

       

      If to the
Transferee, notices shall be delivered as follows:

       

      Addressee:_________
Position:_________

       

      Address:__________________
Post code:_________

      


      Facsimile:______________
Email:__________________

      


      
        	
                12.3

              	
                All
      notices and relevant expenses under this Agreement shall be processed by
      either Party respectively in accordance with laws and
      regulations.

              


      

      


      
        	
                13、

              	
                Governing
      law

              


      

      


      The
formation、validity、interpretation
and/or performance of this Agreement shall be governed by PRC
LAWS.



      
        
           


        

        
          19

          
            

          

        

        
           


        

      

       

      
        	
                14、

              	
                Settlement
      of dispute

              


      

      


      Any
dispute arising from between the Parties in connection with this Agreement shall
be settled by the Parties amicably through good faith discussion .In the event
that any such dispute cannot be resolved through such discussions, either Party
may file a suit in the People’s Law court which has jurisdiction over the
Transferee in accordance with the domicile principle.

      


      
        	
                15、

              	
                Severability

              


      

      


      Any
provision of the Agreement shall be deemed as severable. If any provision of the
Agreement is invalid, it shall not affect the validity of the rest of the
provisions of this Agreement.

      


      
        	
                16、

              	
                Non-waiver

              


      

      


      If either
Party does not insist the other Party on the performance of any provision of the
Agreement at any time, the Party shall not be deemed to waive the provision or
waive the right to insist the other Party on execution of the
provision.

      


      
        	
                17、

              	
                Transcript

              


      

      


      The
formal text of the Agreement shall be written in CHINESE. Any provision of such
Agreement shall be interpreted under the usual meaning of the words in the
Chinese version.

      


      
        	
                18、

              	
                Title
      and Subtitles

              


      

      


      All title
and subtitles of the Agreement are in the convenience of the reference only and
shall not limit or affect any provision provided in the Agreement.

       

      
        
           


        

        
          20

          
            

          

        

        
           


        

      

       

      
        	
                19、

              	
                Entire
      agreement

              


      

      


      
        
          	
                  19.1

                	
                  This
      Agreement includes all agreements and memorandums related to the subject
      of this Agreement and supersede any and all previous written or oral
      agreements and/or memorandums concluded by any consultation relating to
      the subject of this Agreement. Unless this Agreement is otherwise provided
      expressly, any other condition, definition, guarantee or statement related
      to the subject of this Agreement shall not be binding on both
      Parties.

                


        

      

      


      
        
          	
                  19.2 

                	
                   Any
      correction、amendment、replacing or
      modification of this Agreement shall be made in writing and shall be
      ascertained that it is relevant to the Agreement and shall be signed by
      the representatives or designated person(s) of both Parties of the
      Agreement.

                


        

      

      


      
        
          	
                  19.3

                	
                  Both
      Parties of the Agreement mutually agree that in the convenience of
      processing the procedure of the update registration related to the share
      transferring hereof with the local industry and commercial bureau, both
      Parties may enter into a simpler share-transferring Agreement. The content
      of the simple share-transferring Agreement shall not be controversial with
      this Agreement hereof. In case of any controversy, this Agreement shall
      prevail.

                


        

      

      


      
        
          	
                  20、

                	
                  This
      Agreement shall come into affective upon its signing and sealing by both
      parties and approval of the Board of Directors of the Transferee. The
      transferors jointly and severally acknowledge to authorize Mr. Runfa
      Zheng, one of the transferors, to sign this agreement on behalf of each
      transferor and provide the appropriate power of attorney prior to signing
      of this Agreement to the
Transferee.

                


        

      

      


      
        
          	
                  21、

                	
                  This
      Agreement is executed in eight counterparts. Each transferor holds one and
      the transferee holds three.

                


        

      

       

      附:Annexes


       

      Annex I
"Details of the land required by Jiutai for gas station sites"

       

      Annex II
The "list of the personnel of Jiutai and salary details"

       

      Annex III
The "Obligations transfer list"

       

      Annex IV
"Assets Confirmation List"

       

      
        
           


        

        
          21

          
            

          

        

        
           


        

      

       

      Annex V
"The production and operation information of Jiutai"

       

       (This
page is blank below.)



      
        
           


        

        
          22

          
            

          

        

        
           


        

      

       

      [Signature
and seal]

       

       

      Transferor:

      


      Authorized
Representative:

      


       

      Transferee:

      


      Authorized
Representative:

      


      Date:

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      Annex
I "Details of the land required by Jiutai for gas station
sites"


      
        
           


        

        
          24

          
            

          

        

        
           


        

      

       

      Annex
II “list of the personnel of Jiutai and salary details"



      
        
           


        

        
          25

          
            

          

        

        
           


        

      

       

      Annex
III   "Obligations transfer list"



      
        
           


        

        
          26

          
            

          

        

        
           


        

      

       

       Annex
IV “Assets Confirmation List”

       

      
        
           


        

        
          27

          
            

          

        

        
           


        

      

       

       Annex
V “Production and operation information of Jiutai"

       

      Part
1 Primary Information of the Company

      


      Business
License

      


      Business
License No.:

      


      Registration
No.:

      


      Issuing
Date:

      


      Address:

      


      Type
of Enterprise:

      


      Registered
Capital:

      


      Business
Scope:

      


      Business
Term:

      


      Board
of Directors:

      


      Name                                              Designated
by                                                        Position

      


      Board
of Supervisors:

      


      Name                                              Designated
by

      



      
        
           


        

        
          28

          
            

          

        

        
           


        

      

       

      Part
2 Certificates and Licenses of Operations

       

      
        
           


        

        
          29