Unassociated Document


    

      Yingkou
China Energy Gas Development Co., Ltd.

      


      Equity
Transfer Agreement

      


      This
Agreement is made by and between:

      


      
        Party
A:Tianjin
Xinhai Public Utilities Development Co.,Ltd. (hereinafter referred to as Party
A)

      

      


      Address: ______________________________

      


      Legal
Representative: _________________________

      


      
        Party B:
Hunan Zhongyouzhiyuan Gas Co., Ltd.  (hereinafter referred to as Party
B)

      

      


      Address: ______________________________

      


      Legal
Representative: _________________________

      


          Pursuant
to Company Law of the People's
Republic of China, Contract Law of the People's
Republic of China and other applicable laws and regulations, Party A and
Party B, after equal and voluntary consultations, conclude this Agreement
regarding the transfer of 100% share of Yingkou China Energy Gas Development
Co., Ltd as follows:

      


      I.
Transferred Equity

      


      1.1 Party
A, the sole shareholder of Yingkou China Energy Gas Development Co., Ltd
(hereinafter referred to as “Yingkou China Energy”) intends to transfer the 100%
equity interests to Party B under the conditions of this Agreement.

       

      
        
           

        

        
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      1.2
“Transferred equity” in this Agreement is referred to as the 100% equity
interests of Yingkou China Energy legally held by Party A.

      


      1.3 Party
B agrees to purchase the 100% equity interests of Yingkou China Energy held by
Party A.

      


      1.4 Both
Parties agree that Party B shall be the shareholder of Yingkou China Energy
since the date of the completion of this transfer, that is, the date of the
completion of relevant shareholder alteration registration procedure in
Administration of Industry and Commerce (“AIC”). Party B shall enjoy all the
rights and assume all duties stipulated by the Articles of Associations of
Yingkou China Energy and according to PRC laws, and Party A shall not enjoy all
the rights and assume all duties any more.

      


      II.
Transfer Price


      


      2.1 Party
A agrees to transfer all the equity to Party B with consideration. The transfer
price is determined after consultations by both parties on the base of
the assessment report presented by the qualified appraiser firm which is
approved by both parties, and on the base of full knowledge of the assets,
credit rights and debts of Yingkou China Energy Gas (See Attachment
List of Assets, Credit rights
and Debt).

       

      
        
           

        

        
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      2.2 The
transfer price paid by Party B to Party A shall be RMB 21,900,000 yuan. (¥ 21,900,000).

      


      III.
Payment of the transferred equity


      


      3.1 Party
B agrees to pay RMB 10,950,000 Yuan as the first installment within 30 days
after the execution of this Agreement, which is 50% of the transfer price. Party
A shall return the first installment to Party B in the event that Force Majeure
arise, which causes impossibility of performance the Agreement.

       

      3.2 Party
B agrees to pay the outstanding payment of the transferred equity within 30 days
after the date of the completion of relevant shareholder alteration registration
procedure of the Company in AIC, which is RMB 10,950,000 Yuan.

      


      3.3 In
the event that Party B fails to pay the payment according to the time and amount
in accordance with the above-mentioned provisions, Party B pay an overdue
penalty to Party A, which is 1.5‰ of the payable
amount per day.

       

      
        
           

        

        
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      IV.
Alteration Register of Equity Transfer and Transition Period

       

      4.1 Party
A and Party B agree that all the relevant equity-transfer alteration
registration procedure in AIC shall be completed within 60 days after this
Agreement become into effect. If during the procedure of the alteration register
extension is confirmed to be needed, both parties may confirm in writing that
both parties agree to extend the term and confirm the deadline of the
above-mentioned alteration register work.


      


      4.2 Party
B guarantees that it shall fully coordinate relevant staff of Party A to
complete the equity-transfer alteration registration procedure in AIC, and
provide documents required during the alteration register
procedure.


      


      4.3 The
fees and expense of this equity-transfer alteration register procedure in AIC
shall be burdened by Party A.

      


      4.4 The
date of the completion of this equity transfer is the date of the completion of
relevant shareholder alteration register procedure in AIC.

       

      4.5 The
Transition Period means that the term from the date that this Agreement is made
to the date of the completion of this equity transfer.

       

      
        
           

        

        
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      4.6 Party
A and Party B both agree that during the Transition Period, Party A shall
procure Yingkou China Energy to regularly do common business and have right
to make resolutions on common business, however, and Party A shall procure
Yingkou China Energy not to dispose of the major assets of Yingkou
China Energy in the Attachment List of Assets or raise
or be burdened major debts in the Attachment List of Debts which are
confirmed by both parties (excluded disposition of assets or debts arising
from common business operation). Party A agrees that during the Transition
Period Party B may take part in the operation of the Company to have a full
scale of understanding of the Company for the purpose of a smooth
take-over.


      


      4.7
During the Transition Period, Party B can appoint accounting firms at its own
cost to audit the assets of Yingkou China Energy or appoint professional
institutions at its own cost to assess the land of Yingkou China Energy by the
date of 31, , 2009. Party A shall make convenience for the abovementioned audit
and/or assessment. All the abovementioned audit and/or assessment shall be
completed within 60 days after the Agreement is executed.


      


      4.8 Party
A and Party B both confirm that the creditor’s rights and debts of the Company
disclosed in Attachment List
of Assets, Credit rights and Debt shall be entitled and
assumed on and after the execution of the Agreement, and the debts of the
Company before the execution of the Agreement which are not disclosed in
Attachment List of Assets,
Credit rights and Debt shall be assumed by
Party A.

       

      
        
           

        

        
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      V.
Undertakings and Guarantees

       

      5.1 Party
A shall make representations, undertakings and guarantees to Party
B:

      


      5.1.1
Party A has the right to execute this Agreement and is able to perform all the
duties under this Agreement;

       

      5.1.2
Party A has performed the obligation of capital contribution to Yingkou China
Energy, and legally, entirely and fully owns the property right of the equity
under this Agreement. Party A had not set any warranty
obligations on or over the transferred equity before this Agreement is executed
and will not set any warranty
obligations on or over the transferred equity before the completion of this
transfer according to the Agreement.

       

      5.1.3
Before this agreement is executed, there is no foreseen lawsuit, arbitration or
other legal or governmental proceeding on the transferred equity is existing,
which shall threaten against and affect the complete property of the transferred
equity of Party A ;

       

      
        
           

        

        
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      5.1.4
There is no legal or contractual limitation expressly other than this Agreement
on the transferred equity of Party A is existing.

       

      5.1.5
After the completion of the equity transfer, the Transferred Equity purchased by
Party B and its subsidiary rights and interests or those to be generated from
the equity are free of any rights and interests of any third Party.

       

      5.2 Party
B shall make representations, undertakings and guarantees to Party
A:

       

      5.2.1
Party B guarantees that it has full rights/qualifications to execute this
Agreement. Upon execution by both Parties, the Agreement will be in effect and
binding upon Party B.

       

      5.2.2
Party B guarantees that it has enough capacity to make the payment of the
transferred equity according to the time and amount stipulated on Article 2 and
3.

       

      
        
           

        

        
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      5.2.3 In
the event that Party B execute this Agreement, it shall not cause Party B in
breach of the regulations of any law, or any provision, conditions or
regulations of any contract, agreement or documents which Party B is referred to
as one party.

       

      5.2.4 All
the credit rights and debts of Yingkou China Energy, arising before the complete
of the equity transfer, have been confirmed by Party B that they all shall be
still enjoyed and assumed by Yingkou China Energy.

      


      VI.
Liability for Breach of Agreement

      


      6.1 If
any representation, undertaking or guarantee on any of its material obligations
by one Party under this Agreement is confirmed to be incorrect or mislead the
other Party,or if any Party is
in breach of any provision of this Agreement, such party is breach of this
Agreement. In case one Party is in breach of this Agreement and the other party
suffers form damages and losses hereby, the breaching party shall compensate
entire and full damages and losses to the other party.

      
         

        
          
             

          

          
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      VII.
Early Termination

       

      7.1 If
one party is in breach of this agreement, moreover, makes no correction to the
breaching act or fails to take full and effective measures without delay to
eliminate the damages arising from the breach of this Agreement or fails to
compensate the Observant Party the losses arising from the breach of this
agreement by the breaching party, the Observant Party unilaterally has the right
to terminate any relevant provision under this agreement in written
notice

       

      7.2 If
the Observant Party terminates this Agreement prematurely according to the
previous Article, the Breaching Party shall pay the Observant Party a penalty
equals to the amount of 2 % of transfer
price the Transferred Equity.

      


      VIII.
Settlement of Dispute

      


      Any
dispute arising from the performance of this Agreement or in connection with
this Agreement shall be settled by amicably good faith discussion by the
Parties. 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 where Party A located.

       

      
        
           

        

        
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      IX.
Force Majeure

      


      9.1 Force
Majeure shall mean all events which are beyond the control of the parties to
this contract, and which are unforeseen, unavoidable and insurmountable, and
which prevent total or partial performance by either of the Parties. Such events
shall include earthquakes, typhoons, flood, fire, war, strikes, riots, acts of
governments, changes in law or the application thereof or any other instances
which cannot be foreseen, prevented or controlled.

       

      9.2
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.

      


      X.
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 expiration of the
Agreement, no matter the person、entity or company
has a competitive relationship with the other Party or not.

       

      
        
           

        

        
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      XI.
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.

      


      XII.
Entire Agreement

      


      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.

      


      XIII.
Miscellaneous

      


      13.1 The
Attachment List of Assets, Credit Rights and Debt of the Company is hereby
made a part of this Agreement.

      


      13.2 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.

       

      
        
           

        

        
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      13.3 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.


      


      13.4 This
Agreement is executed in four counterparts. Either party holds two which have
the same legal effect.

      


      
        (Remainder
page left blank.)

      


      
        
           


        

        
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      [Signature
page]

      


      Party
A:Tianjin
Xinhai Public Utilities Development Co.,Ltd.

      


      Legal/Authorized
representative:

      


      Name:

      


      Position:

      


      Party
B:   Hunan Zhongyouzhiyuan Gas Co., Ltd.

      


      Legal/Authorized
representative:

      


      Name:

      


      Position:

       

      Signature
Date: March 17,2010


      
        
           


        

        
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