EX-10.18






Exhibit 10.18



 









 











EXECUTION VERSION




DATED January 12, 2009




MR ZHANG RUILIN



as Guarantor




in favour of



MI ENERGY CORPORATION



 



GUARANTEE

 









 









 








CONTENTS




	 	 	 	 	 
	Clause	 	Page
	1. Definitions

	 	 	1	 
	 
	2. Guarantee

	 	 	1	 
	 
	3. Continuing Guarantee

	 	 	2	 
	 
	4. Reinstatement

	 	 	2	 
	 
	5. Waiver Of Defences

	 	 	2	 
	 
	6. Guarantor Intent

	 	 	3	 
	 
	7. Immediate Recourse

	 	 	3	 
	 
	8. Appropriations

	 	 	4	 
	 
	9. Deferral Of Guarantor’s Rights

	 	 	4	 
	 
	10. Representations And Warranties

	 	 	4	 
	 
	11. General Undertakings

	 	 	7	 
	 
	12. Taxes

	 	 	7	 
	 
	13. Currency Indemnity

	 	 	8	 
	 
	14. Currency Conversion

	 	 	9	 
	 
	15. Set Off

	 	 	9	 
	 
	16. Notices

	 	 	9	 
	 
	17. Additional Security

	 	 	10	 
	 
	18. Assignments And Successors

	 	 	10	 
	 
	19. Partial Invalidity

	 	 	10	 
	 
	20. Remedies And Waivers

	 	 	10	 
	 
	21. Amendments

	 	 	10	 
	 
	22. Governing Law

	 	 	11	 
	 
	23. Enforcement

	 	 	11	 






 









 





THIS GUARANTEE is made as a deed on January 12, 2009.




BY:





	(1)	 	MR ZHANG RUILIN of Suite 406, Block C, Grand Place, 5 Hui Zhong Road, Chaoyang District,
Beijing 100101 P.R.China, Fax: +86 10 8489 2290 (PRC passport number G18206054) (the
“Guarantor”) in favour of:
	 
	(2)	 	MI ENERGY CORPORATION (“MIE”) a corporation organised and existing under the laws of the
Cayman Islands and having an office at: c/o M&C Corporate Services Limited, P.O. box 309 GT,
Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.
	 
	1.	 	DEFINITIONS
	 
	1.1	 	In this Guarantee:
	 
	 	 	“Facility Agreement” means the up to $150,000,000 borrowing base facility agreement dated
29 October 2007 between MIE as Borrower, Standard Bank Asia Limited as Agent, Arranger and
Security Trustee, the Lenders named and others as the same was amended pursuant to a waiver
and amendment letter dated 23 November 2007 and as amended and restated pursuant to a new
first amendment and restatement agreement dated January 12, 2009.
	 
	 	 	“FEEL” means Far East Energy Limited, a corporation organised and existing under the laws
of the Special Administration of Hong Kong and having an office at Room 2105, 21/F, Office
Tower Langham Place, 8 Argyle Street, Mongkok, Kowloon, Hong Kong.
	 
	 	 	“Interim Loan” has the meaning given to it in Clause 2.1 of the Tripartite Agreement.
	 
	 	 	“Relevant Jurisdiction” means the Guarantor’s jurisdiction of domicile from time to time.
	 
	 	 	“SAFE” means the State Administration of Foreign Exchange of the PRC including its
successors.
	 
	 	 	“Tripartite Agreement” means the Tripartite Agreement dated December 31, 2008 among MIE,
FEEL and the Guarantor.
	 
	1.2	 	Terms defined in the Facility Agreement shall, unless otherwise defined herein, have the same
meaning herein and the principles of construction set out in clauses 1.2
(Construction) and 1.3 (Currency Symbols and Definitions) of the Facility Agreement shall have
effect as if set out in this Guarantee.
	 
	2.	 	GUARANTEE
	 
	2.1	 	In consideration of MIE entering into the Tripartite Agreement with FEEL and the
Guarantor, the Guarantor irrevocably and unconditionally:




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	 	(a)	 	guarantees to MIE the due and punctual payment by FEEL to MIE of all
amounts outstanding from FEEL to MIE under the Interim Loan from time to time;
	 
	 	(b)	 	undertakes to MIE that whenever FEEL does not pay any amount when due under or
in connection with the Interim Loan, the Guarantor shall on demand pay that amount as
if he was the principal obligor; and
	 
	 	(c)	 	indemnifies MIE on demand against any cost, loss or liability suffered by MIE
if any obligation guaranteed by him is or becomes unenforceable, invalid or illegal.
The amount of the cost, loss or liability shall be equal to the amount which MIE would
otherwise have been entitled to recover.






	2.2	 	For the avoidance of doubt, the Guarantor shall not be obligated to pay any amounts due
under or in connection with this Guarantee prior to 30 June 2009.






	3.	 	CONTINUING GUARANTEE
	 
	 	 	This Guarantee is a continuing guarantee and will extend to the ultimate outstanding
amount of the Interim Loan payable by FEEL to MIE, regardless of any intermediate payment
or discharge in whole or in part, and is intended to be binding on the personal
representatives, heirs and estate of the Guarantor.
	 
	4.	 	REINSTATEMENT
	 
	 	 	If any payment by FEEL or any discharge given by MIE (whether in respect of the
obligations of FEEL or any security for those obligations or otherwise) is avoided or
reduced as a result of insolvency or any similar event:






	 	(a)	 	the liability of the Guarantor shall continue as if the payment, discharge,
avoidance or reduction had not occurred; and
	 
	 	(b)	 	MIE shall be entitled to recover the value or amount of that security or
payment from the Guarantor, as if the payment, discharge, avoidance or reduction had
not occurred,






	 	 	provided that this Clause 4 shall not operate to increase the liability of the Guarantor
under this Guarantee beyond the liability he would have had but for the occurrence of any
of the circumstances described in this Clause 4.






	5.	 	WAIVER OF DEFENCES
	 
	 	 	The obligations of the Guarantor under this Guarantee will not be affected by any
act, omission, matter or thing which, but for this Clause 5, would reduce, release or
prejudice any of his obligations under this Guarantee (without limitation and whether or
not known to him or MIE) including:






	 	(a)	 	any time, indulgence, waiver or consent granted to, or composition with, FEEL
or other person;





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	 	(c)	 	the release of FEEL or any other person under the terms of any composition or
arrangement with any of its creditors;
	 
	 	(d)	 	the taking, variation, compromise, exchange, renewal or release of, or refusal
or neglect to perfect, take up or enforce, any rights against, or security over assets
of, FEEL or other person or any non-presentation, non-perfection or non-observance of
any formality or other requirement in respect of any instrument or any failure to
realise the full value of any security;
	 
	 	(e)	 	any incapacity or lack of power, authority or legal personality of or
dissolution or change in the members or status of FEEL or any other person;
	 
	 	(f)	 	any amendment, novation, supplement, extension (whether of maturity or
otherwise) or restatement (in each case, however fundamental and of
whatsoever nature, and whether or not more onerous) or replacement of the Tripartite
Agreement or the Interim Loan or any other document or security;
	 
	 	(g)	 	any unenforceability, illegality, voidability or invalidity of any obligation
of any person under the Tripartite Agreement or the Interim Loan or any other document
or security;
	 
	 	(h)	 	any insolvency or similar proceedings; or
	 
	 	(i)	 	the bankruptcy, death or incapacity of the Guarantor.






	6.	 	GUARANTOR INTENT
	 
	 	 	Without prejudice to the generality of Clause 5 (Waiver of Defences), the Guarantor
expressly confirms that he intends that this guarantee shall extend from time to time to any
(however fundamental) variation, increase, extension or addition of or to any of FEEL’s
obligations in respect of the Tripartite Agreement or the Interim Loan and/or any facility
or amount made available to FEEL thereunder for the purposes of or in connection with any of
the following: acquisitions of any nature; increasing working capital; enabling investor
distributions to be made; carrying out restructurings; refinancing existing facilities;
refinancing any other indebtedness; making facilities available to new borrowers; any other
variation or extension of the purpose for which any such facility or amount might be made
available from time to time; and any fees, costs and/or expenses associated with any of the
foregoing for which FEEL has assumed liability under or in respect of, the Tripartite
Agreement or the Interim Loan,.
	 
	7.	 	IMMEDIATE RECOURSE
	 
	 	 	The Guarantor waives any right he may have of first requiring MIE (or any trustee or
agent on its behalf) to proceed against or enforce any other rights or security or claim
payment from any person before claiming from the Guarantor under this Guarantee. This waiver
applies irrespective of any law or any provision of the Tripartite Agreement or any other
document or agreement to the contrary.









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	8.	 	APPROPRIATIONS
	 
	 	 	Until all amounts which may be or become payable by FEEL under or in connection
with the Interim Loan have been irrevocably paid in full, MIE may:






	 	(a)	 	refrain from applying or enforcing any other moneys, security or rights held or
received by MIE (or any trustee or agent on its behalf) in respect of those amounts and
the Guarantor shall not be entitled to the benefit of the same; and
	 
	 	(b)	 	hold in an interest-bearing suspense account any moneys received from the
Guarantor or on account of the Guarantor’s liability under this Guarantee.






	9.	 	DEFERRAL OF GUARANTOR’S RIGHTS
	 
	 	 	Until all amounts which may be or become payable by FEEL under or in connection
with the Interim Loan have been irrevocably paid in full (the “Discharge Date”) and unless
MIE otherwise directs, the Guarantor will not exercise any rights which he may have by
reason of performance by him of his obligations under this Guarantee:






	 	(a)	 	to be indemnified by FEEL;
	 
	 	(b)	 	to claim any contribution from any other guarantor of FEEL’s obligations under
the Tripartite Agreement or the Interim Loan; and/or
	 
	 	(c)	 	to take the benefit (in whole or in part and whether by way of subrogation or
otherwise) of any rights of MIE under the Tripartite Agreement or the Interim Loan or
of any other guarantee or security taken pursuant to, or in connection with, the
Tripartite Agreement or the Interim Loan by MIE.






	 	 	If the Guarantor receives any benefit, payment or distribution in relation to such rights at
any time prior to the Discharge Date, he shall hold that benefit, payment or distribution
to the extent necessary to enable all amounts which may be or become payable to MIE by FEEL
under or in connection with the Interim Loan to be repaid in full on trust for MIE and
promptly upon receipt by it pay or transfer the same to MIE may direct.
	 
	10.	 	REPRESENTATIONS AND WARRANTIES
	 
	 	 	The Guarantor makes the representations and warranties set out in this Clause 10 to
MIE on the date of this Guarantee.
	 
	10.1	 	Status
	 
	 	 	He is a natural person with full capacity to enter into and perform his obligations under
this Guarantee.
	 
	10.2	 	Binding obligations
	 
	 	 	The obligations expressed to be assumed by him in this Guarantee are, subject to
any general principles of law as at the date of this Guarantee limiting his obligations,
which are specifically referred to in any legal opinion delivered in connection with his
entry into of this Guarantee, legal, valid, binding and enforceable obligations.




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	10.3	 	Non-conflict with other obligations
	 
	 	 	The entry into and performance by him of, and the transactions contemplated by, this
Guarantee do not and will not conflict with:






	 	(a)	 	any material law or regulation applicable to him; or
	 
	 	(b)	 	any material agreement or instrument binding upon him or any of his assets or
constitute a default (however described) under any such material agreement or
instrument or permit any counterparty to terminate any such material agreement or
instrument.






	10.4	 	Validity and admissibility in evidence
	 
	 	 	All Authorisations required or desirable:






	 	(a)	 	to enable him lawfully to enter into, exercise his rights and comply with his
obligations in this Guarantee; and
	 
	 	(b)	 	to make this Guarantee admissible in evidence in the Relevant Jurisdiction, have
been obtained or effected and are in full force and effect.






	10.5	 	Governing law






	 	(a)	 	The choice of governing law of this Guarantee will be recognised and enforced
in the Relevant Jurisdiction.
	 
	 	(b)	 	Subject to any general principles of law set out in any legal opinion delivered
in connection with his entry into of this Guarantee, any judgment obtained in relation
to this Guarantee in England will be recognised and enforced in the Relevant
Jurisdiction.






	10.6	 	Bankruptcy
	 
	 	 	No:






	 	(a)	 	action, legal proceeding or other procedure or step in relation to:






	 	(i)	 	bankruptcy;
	 
	 	(ii)	 	a composition, compromise, assignment or arrangement with any of
his creditors;
	 
	 	(iii)	 	the appointment of a trustee in bankruptcy or other
similar officer in respect of him or of any of his assets; or
	 
	 	(iv)	 	enforcement of any Security over any of his assets,
	 
	 	(v)	 	or any analogous procedure or step; or










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	 	(b)	 	creditors’ process described in clause 23.8 (Creditors’ process) of the Facility
Agreement,
	 
	 	has to his knowledge been threatened in relation to him.






	10.7	 	No filing or stamp taxes
	 
	 	 	Under the law of the Relevant Jurisdiction it is not necessary that this Guarantee be
filed, recorded or enrolled with any court or other authority in that jurisdiction or that
any stamp, registration or similar tax be paid on or in relation to this Guarantee or the
transactions contemplated by this Guarantee except that it is noted that while there is a
legal requirement in the PRC for this Guarantee to be registered with SAFE, he is, at the
date of this Guarantee, unable to register this Guarantee with SAFE due to an absence of
rules on application procedures.
	 
	10.8	 	No misleading information
	 
	 	 	Save as disclosed in writing to MIE prior to the date of this Guarantee, all written
information supplied by him to MIE is true, complete and accurate in all material respects
as at the date it was given, is accurate and not misleading in any material respect as of
the date such written information was provided to MIE and was prepared in good faith and
with due care and, prior to the date of this Guarantee, nothing has occurred and no
information has been given or withheld that would result in any information being untrue or
misleading in any respect.
	 
	10.9	 	No proceedings pending or threatened
	 
	 	 	No litigation, arbitration or administrative proceedings or investigations of or before, any
court, arbitral body or agency (or investigation before any governmental body or agency of
which it is aware) which, if adversely determined, could reasonably be expected by
themselves or together with any other such proceedings to have a Material Adverse Effect are
current or (to the best of his knowledge and belief) pending or threatened against him.
	 
	10.10	 	Ownership
	 
	 	 	The Guarantor and Zhao Jiangwei collectively own 99.99% of the issued share capital of FEEL.
	 
	10.11	 	Repetition
	 
	 	 	The representations set out in Clauses 10.1 (Status) to 10.10 (Ownership) (except for Clause
10.4 (Validity and admissibility in evidence)) are deemed to be made by the Guarantor (by
reference to the facts and circumstances then existing) on each date that the Repeating
Representations are made or are deemed to be made under the Facility Agreement.




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	11.	 	GENERAL UNDERTAKINGS
	 
	 	 	The undertakings in this Clause 11 remain in force from the date of this Guarantee for
so long as any amount is outstanding under the Interim Loan.
	 
	11.1	 	Authorisations
	 
	 	 	The Guarantor shall promptly:






	 	(c)	 	obtain, comply with and do all that is necessary to maintain in full force and
effect; and
	 
	 	(d)	 	supply certified copies to MIE of,






	 	 	any material Authorisation required under any law or regulation of the Relevant
Jurisdiction to enable him to perform his obligations under this Guarantee (where failure
to obtain and comply with such Authorisation could reasonably be expected to have a
Material Adverse Effect) and each other Authorisation required to ensure the legality,
validity, enforceability or admissibility in evidence in the Relevant Jurisdictions of this
Guarantee.
	 
	11.2	 	Compliance with laws
	 
	 	 	The Guarantor shall comply in all material respects with all laws applicable to him, if
failure to comply could reasonably be expected to materially impair his ability to perform
his obligations under this Guarantee.
	 
	12.	 	TAXES
	 
	12.1	 	Definitions






	 	(a)	 	In this Guarantee:
	 
	 	 	 	“Tax Deduction” means a deduction or withholding for or on account of Tax from a
payment under this Guarantee.
	 
	 	 	 	“Tax Payment” means either the increase in a payment made by the Guarantor to MIE
under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).
	 
	 	(b)	 	Unless a contrary indication appears, in this Clause 12.1 a reference to
“determines” or “determined” means a determination made in the absolute discretion of
the person making the determination.






	12.2	 	Tax gross-up






	 	(a)	 	The Guarantor shall make all payments to be made by him without any Tax
Deduction, unless a Tax Deduction is required by law.
	 
	 	(b)	 	The Guarantor shall promptly upon becoming aware that he must make a Tax
Deduction (or that there is any change in the rate or the basis of a Tax Deduction)
notify MIE accordingly.





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	 	(c)	 	If a Tax Deduction is required by law to be made by a Guarantor, the
amount of the payment due from him shall be increased to an amount which (after
making any Tax Deduction) leaves an amount equal to the payment which would have
been due if no Tax Deduction had been required.
	 
	 	(d)	 	If a Guarantor is required to make a Tax Deduction, he shall make that Tax
Deduction and any payment required in connection with that Tax Deduction within the
time allowed and in the minimum amount required by law.
	 
	 	(e)	 	Within thirty days of making either a Tax Deduction or any payment required in
connection with that Tax Deduction, the Guarantor shall deliver to MIE evidence
reasonably satisfactory to MIE that the Tax Deduction has been made
or (as applicable)
any appropriate payment paid to the relevant taxing authority.






	12.3	 	Tax indemnity






	 	(a)	 	The Guarantor shall (within three Business Days of demand by MIE) pay to MIE an
amount equal to the loss, liability or cost which MIE determines will be or has been
(directly or indirectly) suffered for or on account of Tax by MIE in respect of this
Guarantee.
	 
	 	(b)	 	Paragraph (a) above shall not apply:






	 	(i)	 	with respect to any Tax assessed on MIE under the law of the
jurisdiction in which MIE is incorporated or, if different, the jurisdiction
(or jurisdictions) in which MIE is treated as resident for tax purposes; or
	 
	 	(ii)	 	if that Tax is imposed on or calculated by reference to the
net income received or receivable (but not any sum deemed to be received or
receivable) by MIE; or
	 
	 	(iii)	 	to the extent a loss, liability or cost is compensated for
by an increased payment under Clause 12.2 (Tax gross-up).






	13.	 	CURRENCY INDEMNITY
	 
	13.1	 	If any sum (a “Sum”) due from the Guarantor under this Guarantee or any order,
judgment, award given or made in relation hereto has to be converted from the currency (the
“First Currency”) in which such Sum is payable into another currency (the “Second Currency”)
for the purpose of:






	 	(a)	 	making or filing a claim or proof against the Guarantor;
	 
	 	(b)	 	obtaining an order, judgment, award in any court or other tribunal; or
	 
	 	(c)	 	enforcing any order, judgment, award given or made in relation hereto,






	 	 	the Guarantor shall, as an independent obligation, within three Business Days of demand,
indemnify each person to whom such Sum is due from and against any cost, loss or liability
arising out of or as a result of the conversion including any discrepancy between





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		 	(a) the rate of exchange used for such purpose to convert that Sum from the First Currency
into the Second Currency and (b) the rate or rates of exchange available to such person at
the time of receipt of such Sum.






	13.2	 	The Guarantor waives any right he may have in any jurisdiction to pay any amount under this
Guarantee in a currency or currency unit other than that in which it is expressed to be
payable.
	 
	14.	 	CURRENCY CONVERSION
	 
	14.1	 	For the purpose of or pending the discharge of any of the Secured Obligations MIE may
convert any moneys received or recovered by MIE from one currency to another, at the spot rate
at which MIE is able to purchase the currency in which the Secured Obligations are due with
the amount received.
	 
	14.2	 	The obligations of the Guarantor to pay in the due currency shall only be satisfied to the
extent of the amount of the due currency purchased after deducting the costs of conversion.
	 
	15.	 	SET OFF
	 
	 	 	MIE may set off any matured obligation due from the Guarantor under this Guarantee (to
the extent beneficially owed by that Finance Party) against any matured obligation owed by
MIE to the Guarantor, regardless of the place of payment, booking branch or currency of
either obligation. If the obligations are in different currencies, MIE may convert either
obligation at a market rate of exchange in its usual course of business for the purpose of
the set-off.
	 
	16.	 	NOTICES
	 
	16.1	 	Communications in writing
	 
	 	 	Any communication to be made under or in connection with this Guarantee shall be made in
writing and, unless otherwise stated, may be made by fax or letter.
	 
	16.2	 	Addresses
	 
	 	 	The address and fax number (and the department or officer, if any, for whose attention the
communication is to be made) of each Party for any communication or document to be made or
delivered under or in connection with the Guarantee is that identified with its name below
or any substitute address, fax number or department or officer as the Party may notify to
the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent)
by not less than five Business Days’ notice.
	 
	16.3	 	Delivery






	 	(a)	 	Any communication or document made or delivered by one person to another
under or in connection with this Guarantee will only be effective:






	 	(i)	 	if by way of fax, when received in legible form; or




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	 	(ii)	 	if by way of letter, when it has been left at the relevant address or
five Business Days after being deposited in the post postage prepaid in an
envelope addressed to it at that address,






	 	 	 	and, if a particular department or officer is specified as part of its address
details provided under Clause 16.2 (Addresses), if addressed to that department
or officer.






	17.	 	ADDITIONAL SECURITY






	 	(a)	 	This Guarantee is in addition to and is not in any way prejudiced by any other
guarantee or security now or subsequently held by any Finance Party.
	 
	 	(d)	 	The liability of the Guarantor under this Guarantee shall not be discharged or
affected in any way (i) by reason of the invalidity, voidability or
unenforceability as regards any other guarantee or any other security or (ii) by
the Finance Parties releasing, discharging, compounding with or varying the
liability under any other guarantee or making any other arrangement with, the
Borrower, any Obligor or any other person.






	18.	 	ASSIGNMENTS AND SUCCESSORS
	 
	 	 	MIE may at any time assign or transfer all or any of its rights and benefits under
this Guarantee and this Guarantee shall remain in effect despite any amalgamation or merger
(however effected) relating to MIE. References to MIE shall be deemed to include any
assignee, transferee or successor in title of MIE and any person who, under the laws of its
jurisdiction of incorporation or domicile, has assumed the rights and obligations of MIE
under this Guarantee or to which under such laws the same have been transferred.
	 
	19.	 	PARTIAL INVALIDITY
	 
	 	 	If at any time, any provision of this Guarantee is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions of this Guarantee nor of such
provisions under the law of any other jurisdiction shall in any way be affected or impaired
thereby.
	 
	20.	 	REMEDIES AND WAIVERS
	 
	 	 	No failure to exercise, nor any delay in exercising, on the part of MIE, any right
or remedy under this Guarantee shall operate as a waiver, nor shall any single or partial
exercise of any right or remedy prevent any further or other exercise of any other right or
remedy. The rights and remedies provided in this Guarantee are cumulative and not exclusive
of any rights or remedies provided by law.
	 
	21.	 	AMENDMENTS
	 
	 	 	Any term of this Guarantee may be amended or waived only with the consent of MIE and
the Guarantor in writing and any such amendment or waiver will be binding on the Guarantor
and MIE.




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	22.	 	GOVERNING LAW
	 
	 	 	This Guarantee is governed by English law.
	 
	23.	 	ENFORCEMENT
	 
	23.1	 	Jurisdiction






	 	(b)	 	The courts of England have exclusive jurisdiction to settle any dispute arising out
of or in connection with this Guarantee (including a dispute regarding the existence,
validity or termination of this Guarantee) (a “Dispute”).
	 
	 	(c)	 	The Guarantor agrees that the courts of England are the most appropriate and
convenient courts to settle Disputes and, accordingly, the Guarantor will not argue to
the contrary.






	23.2	 	Service of process
	 
	 	 	Without prejudice to any other mode of service allowed under any relevant law, the
Guarantor:






	 	(a)	 	irrevocably appoints Law Debenture Corporate Service Limited of                      as his agent for service
of process in relation to any proceedings before the English courts in connection with this
Guarantee; and
	 
	 	(b)	 	agrees that failure by a process agent to notify the Guarantor of the process
will not invalidate the proceedings concerned.




IN WITNESS WHEREOF this Guarantee has been executed as a deed by the Guarantor and is intended to
be and is hereby delivered as a deed on the date specified above.









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The Guarantor




	 	 	 	 	 	 	 	 
	Signed as deed by

	 	 	)	 	 	 	 
	ZHANG RUILIN

	 	 	)	 	 	/s/ Zhang Ruilin	 
	in the presence of:

	 	 	)	 	 	 	 






	 	 	 
	/s/	 	Signature of witness
	

	 	Name of witness
	19F, Suite 1,

	 	Address of witness
	China Central Place, Beijing
	 	 
	Legal Consultant
	 	Occupation






	 	 	 
	Address:

	 	Suite 402, Block C, Grand Place
	 

	 	5 Hui Zhong Road
	 

	 	Chaoyang District
	 

	 	Beijing 100101
	 

	 	P.R.China
	 
	 	 
	Fax No.:

	 	+86 10 8489 2290






 









 






MIE




MI ENERGY CORPORATION




By:




/s/ Forrest Dietrich 






			
	Address:	 	Room 406, Building C

Yuanda Center 

No. 5 Huizhong Road 

Chaoyang District,
Beijing 
PRC