EX-10.31






Exhibit 10.31








 









 








Execution Copy







Dated This 26th day of October 2009




By and Among




Sino Link Limited



Zhang Ruilin



Zhao Jiangwei



Shang Zhiguo



MI Energy Corporation



MIE Holdings Corporation



AND



FAR EAST ENERGY LIMITED



 





SHARES PURCHASE AGREEMENT

relating to the purchase of

364,373 series a preferred shares

of

MIE HOLDINGS CORPORATION




 









 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	1.

	 	DEFINITIONS AND INTERPRETATION
	 	 	1	 
	2.

	 	PURCHASE AND SALE OF THE ORDINARY SHARES; COMPLETION
	 	 	11	 
	3.

	 	WARRANTIES AND UNDERTAKINGS
	 	 	11	 
	4.

	 	PUT OPTION
	 	 	13	 
	5.

	 	CONDITIONS PRECEDENT; DELIVERIES AT COMPLETION
	 	 	15	 
	6.

	 	SURVIVAL AND INDEMNITIES
	 	 	17	 
	7.

	 	ANNOUNCEMENTS AND CONFIDENTIALITY
	 	 	21	 
	8.

	 	RELEASE AND INDULGENCE
	 	 	21	 
	9.

	 	NOTICES
	 	 	22	 
	10.

	 	GOVERNING LAW
	 	 	23	 
	11.

	 	ARBITRATION
	 	 	23	 
	12.

	 	MISCELLANEOUS
	 	 	24	 






SCHEDULES AND EXHIBITS




	 	 	 
	SCHEDULE 1

	 	PARTICULARS OF THE SHAREHOLDERS IMMEDIATELY

PRIOR TO THE COMPLETION AND IMMEDIATELY AFTER

THE COMPLETION
	SCHEDULE 2

	 	COMPANY WARRANTIES
	 
	 	 
	EXHIBIT A

	 	FEEL SHAREHOLDERS UNDERTAKINGS
	EXHIBIT B

	 	RESTATED ARTICLES
	EXHIBIT C

	 	SHAREHOLDERS AGREEMENT
	EXHIBIT D

	 	CITIC KAWAH CONSENT LETTER
	EXHIBIT E

	 	TPG WAIVER LETTER
	EXHIBIT F

	 	PRC LEGAL OPINION
	EXHIBIT G

	 	GUARANTY






 









 





THIS SHARES PURCHASE AGREEMENT (this “Agreement”) is made on the 26th day of October
2009 by and among:





	(1)	 	SINO LINK LIMITED, an exempted company incorporated in Cayman Islands with limited liability
(the “Purchaser”);
	 
	(2)	 	FAR EAST ENERGY LIMITED, a company incorporated in the Hong Kong Special Administrative
Region of the People’s Republic of China (“FEEL”);
	 
	(3)	 	ZHANG RUILIN, an individual whose passport number is G18206054 (“Zhang”);
	 
	(4)	 	ZHAO JIANGWEI, an individual whose passport number is G11875117 (“Zhao”);
	 
	(5)	 	SHANG ZHIGUO, an individual whose passport number is G18197033 (“Shang” and together with
Zhang and Zhao, the “FEEL Shareholders”);
	 
	(6)	 	MI ENERGY CORPORATION, an exempted company incorporated with limited liability in the Cayman
Islands (“MIE”); and
	 
	(7)	 	MIE HOLDINGS CORPORATION, an exempted company incorporated with limited liability in the
Cayman Islands (the “Company”).




(The Purchaser, FEEL, the FEEL Shareholders, MIE and the Company are hereinafter referred to
collectively as the “Parties” and individually as a “Party”).



WHEREAS, FEEL desires to sell to the Purchaser and the Purchaser desires to purchase from FEEL
364,373 Series A Preferred Shares of the Company on the terms and subject to the conditions
contained in this Agreement; and



WHEREAS, as an inducement for the FEEL Shareholders, FEEL, MIE and the Company to enter into this
Agreement, CITIC Kingview Capital Management Co., Ltd. (“CITIC Kingview”) will guarantee certain
of the obligations of the Purchaser as set forth herein and in the Guaranty (as defined below);



NOW THEREFORE, in consideration of the premises and of the representations and warranties
hereinafter contained, and upon the terms and subject to the conditions stated herein, the
Parties agree as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions. In this Agreement the following words or expressions have
the following meanings:





	 	 	 
	“Action”

	 	means any action, order, writ, injunction, judgment or
decree outstanding or any claim, suit, litigation, proceeding
at law or in equity, labour dispute, arbitral action,
governmental audit or governmental investigation.
	 
	 	 
	“Affiliate”

	 	means, with respect to any specified Person, any other






1









 






	 	 	 
	 

	 	Person who or which, directly or indirectly, controls, is
controlled by, or is under common control with, such
specified Person, including, without limitation, any general
partner, officer, director, member, manager or employee of
such Person and any investment fund now or hereafter
existing that is controlled by or under common control with
one or more general partners or managing members of, or
shares the same management company with, such Person;
provided, that (i) with respect to the Purchaser, Affiliate
shall include any related entity or division within the
Purchaser and any funds managed, controlled or advised by
the Purchaser and/or its Affiliates, (ii) with respect to
FEEL, Affiliate shall include Zhang and Zhao and each of
their respective Affiliates; (iii) with respect to Zhang,
Affiliate shall include FEEL and its Affiliates, Zhao and
his Affiliates and Zhang’s direct family members; and (iv)
with respect to Zhao, Affiliates shall include FEEL and its
Affiliates, Zhang and his Affiliates and Zhao’s direct
family members.
	 
	 	 
	“Agreement”

	 	has the meaning given such term in the Preamble.
	 
	 	 
	“Allocable Indemnity
Payment”

	 	means, in respect of any Put Share, an amount equal to (i)
the aggregate indemnity payments made by the Warrantors
to the Purchaser under this Agreement which have resulted
in a reduction in the purchase price of the Put Shares in
accordance with International Financial Reporting Standards
divided by (ii) the total number of Put Shares held by the
Purchaser.
	 
	 	 
	“Business Day”

	 	means any day that is not a Saturday, a Sunday or a day on
which banks are required or permitted to be closed in the
Hong Kong SAR or Beijing, the PRC.
	 
	 	 
	“CITIC KaWah”

	 	means CITIC Ka Wah Bank Limited.
	 
	 	 
	“CITIC KaWah Consent
Letter”

	 	has the meaning given such term in Clause 5.1(b)(iv).
	 
	 	 
	“CITIC KaWah Facility”

	 	means the US$200,000,000 Transferable Term Loan and
Revolving Credit Facility Agreement dated 28 July
2009 between MI Energy Corporation as borrower, CITIC
Ka Wah Bank Limited as facility agent and offshore
security agent, China CITIC Bank Corporation Limited,
Guangzhou Branch as onshore security agent, and the
banks and other financial institutions named therein as
lenders.
	 
	 	 
	“CITIC Kingview”

	 	has the meaning set forth in the Preamble.






2









 






	 	 	 
	“Company”

	 	has the meaning set forth in the Preamble.
	 
	 	 
	“Company Board”

	 	means the board of directors for the time being of the
Company or the Directors present or deemed present at a
duly convened meeting of the Directors at which a quorum
is present.
	 
	 	 
	“Company Warranties”

	 	means the warranties set forth in Schedule 2.
	 
	 	 
	“Completion”

	 	has the meaning given such term in Clause 2.2(a).
	 
	 	 
	“Completion Date”

	 	has the meaning given such term in Clause 2.2(a).
	 
	 	 
	“Compliance with
Financing Agreements”

	 	has the meaning given such term in Clause 4.1(c).
	 
	 	 
	“Consent”

	 	means any authorisation, waiver, release, exemption,
consent or other approval of, from or imposed by, any
Person (other than a Governmental Authority).
	 
	 	 
	Early Put Option Trigger

	 	means any of the following events or circumstances:
	Event
	 	 
	 
	 	 
	 

	 	(a) the FEEL Shareholders do not comply with any
provision in Clause 2 of the FEEL Shareholders
Undertakings;
	 
	 	 
	 

	 	(b) FEEL does not comply with any provision in Clause
13.3 of the Shareholders’ Agreement;
	 
	 	 
	 

	 	(c) FEEL or the Company does not comply with any
provision in Clause 13.4 of the Shareholders’ Agreement;
or
	 
	 	 
	 

	 	(d) any of FEEL, the Company or MIE commences a
voluntary case under any applicable bankruptcy,
insolvency, reorganization, rehabilitation, compulsory
composition or other similar law now or hereafter in effect,
or consents to the entry of an order for relief in an
involuntary case under any such law, or consents to the
appointment or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official
of any of them or for any substantial part of its property, or
ceases to carry on the whole or substantially the whole of
its business or makes any general assignment for the
benefit of creditors, or enters into any composition with its
creditors, or takes corporate action in furtherance of any
such action.
	 
	 	 
	“Election Notice”

	 	has the meaning given such term in Clause 4.1(b).






3









 






	 	 	 
	“Encumbrance”

	 	means any deed to secure debt, assignment, security
interest, security right, pledge, lien, charge, option,
encumbrance and claim or right of any kind of third
Persons, whether voluntarily incurred or arising by
operation of law, including any agreement to give any of
the foregoing in the future, and in relation to shares in the
issued shares capital of a company, any right to appoint a
proxy, exercisable by any party other than the holder of
such shares.
	 
	 	 
	“Fair Value”

	 	means the fair value of any Put Share as of the date of the
Put Exercise Notice, as agreed between the Purchaser and
FEEL, or in the absence of any such agreement within 15
days of the date of the Put Exercise Notice, as determined
(based on the assumption that the Put Shares, on an as-converted basis,
have the same per-share value as fully
paid up Ordinary Shares, and that the Company is a going
concern and attributing no discount for the fact that the Put
Shares represent a minority interest) by an independent
international evaluator (who shall make such determination
within 30 days after the date of selection, and whose
decision, in the absence of manifest error, shall be final and
binding on the Purchaser and FEEL), mutually agreed
between the Purchaser and FEEL (or in the absence of such
agreement, selected by the Purchaser from three (3)
independent international evaluators nominated by FEEL),
with significant experience in valuation of international oil
and gas businesses and shall take into account equity
market comparables at the time on Recognised Stock
Exchanges.
	 
	 	 
	“FEEL Board”

	 	means the board of directors for the time being of FEEL or
the directors of FEEL present or deemed present at a duly
convened meeting of the board of directors of FEEL at
which a quorum is present.
	 
	 	 
	“FEEL Shareholders”

	 	has the meaning given such term in the Preamble.
	 
	 	 
	“FEEL Shareholders
Undertakings”

	 	means the undertaking letter agreement from the FEEL
Shareholders to the Purchaser in the agreed form attached
as Exhibit A.
	 
	 	 
	“General Warranty Expiration Date”

	 	has the meaning given such term in Clause 6.1.
	 
	 	 
	“GOC”

	 	means Global Oil Corporation.
	 
	 	 
	“Governmental Authority”

	 	means any national or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi-governmental, juridical, public,






4









 






	 	 	 
	 

	 	regulatory, legislative or statutory instrumentality,
authority, body, agency, department, bureau or entity
(including any zoning authority or any comparable
authority) or any arbitrator with authority to bind a Person
at law.
	 
	 	 
	“Governmental Rule”

	 	means any law, rule, regulation, ordinance, order, code,
Permit, interpretation, judgment, decree, directive,
guideline, policy or similar form of decision of any
Governmental Authority having the effect and force of law.
	 
	 	 
	“Guaranty

	 	means the guaranty to be entered into by and between
CITIC Kingview, Purchaser and FEEL in the form attached
hereto as Exhibit G.
	 
	 	 
	“HKIAC”

	 	has the meaning given such term in Clause 11.2(a).
	 
	 	 
	“IFRS”

	 	means the International Financial Reporting Standards.
	 
	 	 
	“Indemnity Cap”

	 	means an amount equal to 45% of the Purchase Price.
	 
	 	 
	“Indonesian JVs”

	 	means (a) PT. MI Energy Indonesia, a limited liability
company domiciled in Jakarta and formed in 2007 by MIE,
Sinofar Limited (a company domiciled in Singapore), Mr.
Zhang Huien, Mr. Zhang Ruilin and PT. Sartika Raya (a
company domiciled in Jakarta); (b) a joint venture
established pursuant to a joint venture agreement dated
May 3, 2007 between PT. MI Energy Indonesia and PT.
Petro Muba; (c) a joint venture established pursuant to a
joint venture agreement dated 2007 between PT. MI
Energy Indonesia and Perusahaan Daerah Sarana
Pembangunan Muara Enim; and (d) PT. Excel Delight
International Energy, a limited liability company domiciled
in Jakarta and formed in 2007 by MIE, Darfield
International Limited, Zhang Huien, Zhang Ruilin and PT.
Sartika Raya.
	 
	 	 
	“Installment Purchase”

	 	has the meaning given such term in Clause 4.1(b).
	 
	 	 
	“Joint Management
Committee”

	 	has the meaning given such term in the Production Sharing
Contracts.
	 
	 	 
	“Losses”

	 	has the meaning given such term in Clause 6.2.
	 
	 	 
	“Material Adverse Effect”

	 	means a material adverse effect on the business, results of
operation or financial condition of the Company and its
Subsidiaries taken as a whole; provided, however, that
Material Adverse Effect shall not be deemed to include the
effects of (a) any changes or developments generally
affecting the industry in which the Company or any of its






5









 






	 	 	 
	 

	 	Subsidiaries operates, which changes or developments do
not disproportionately affect the Company relative to other
participants in such industry in any material respect, (b)
any changes or developments in connection with general
economic, political or regulatory conditions, which
changes do not disproportionately affect the Company or
any of its Subsidiaries and (c) any changes or proposed
changes in IFRS.
	 
	 	 
	“MIE”

	 	has the meaning set forth in the Preamble.
	 
	 	 
	“MIE Board”

	 	means the board of directors for the time being of MIE or
the directors of MIE present or deemed present at a duly
convened meeting of the board of directors of MIE at
which a quorum is present.
	 
	 	 
	“Notices”

	 	has the meaning given such term in Clause 9.
	 
	 	 
	“Ordinary Shares”

	 	means the Ordinary Shares of the Company par value
US$0.01 per share.
	 
	 	 
	“Parties” or “Party”

	 	has the meaning given such terms in the Preamble.
	 
	 	 
	“Per Share Purchase Price”

	 	means US$24.70 per Series A Preferred Share.
	 
	 	 
	“Person”

	 	means any natural person, individual, partnership, joint
venture, company, corporation, trust, estate, juridical
entity, firm, association, statutory body, unincorporated
organization, or Governmental Authority or any other
entity whether acting in an individual, fiduciary or other
capacity.
	 
	 	 
	“PRC”

	 	means the Peoples’ Republic of China (for the purpose of
this Agreement only, not including Hong Kong, Macau and
Taiwan).
	 
	 	 
	“PRC Legal Opinion”

	 	means the legal opinion to be provided by Global Law
Offices, counsel to the Purchaser, dated as of the
Completion Date in the form attached hereto as Exhibit F.
	 
	 	 
	“Production Sharing
Contracts”

	 	means collectively, the (i) Petroleum Contract for
Development and Production of the Daan Oil Field of Jilin
Province, PRC between GOC and China National
Petroleum Corporation on December 16, 1997, as amended
on October 25, 2000 and December 20, 2001, as amended,
modified and supplemented; (ii) Petroleum Contract for
Development and Production of the Miao3 Oil Field of
Jilin Province, PRC between GOC and China National
Petroleum Corporation on December 16, 1997, as amended
on October 25, 2000 and December 20, 2001, as amended,






6









 






	 	 	 
	 

	 	modified and supplemented; (iii) Petroleum Contract for
Development and Production of the Moliqing Oil Field of
Jilin Province, PRC between GOC and China National
Petroleum Corporation on September 25, 1998 and
amended on October 25, 2000 and December 20, 2001, as
amended, modified and supplemented, and “Production
Sharing Contract” means any one of them.
	 
	 	 
	“Purchase Price”

	 	means US$9,000,013 being the aggregate purchase price
for the Purchased Shares.
	 
	 	 
	“Purchased Shares”

	 	means 364,373 Series A Preferred Shares purchased by the
Purchaser at the Completion as set forth on Schedule 1.
	 
	 	 
	“Purchaser”

	 	has the meaning given such term in the Preamble.
	 
	 	 
	“Put Exercise Notice”

	 	has the meaning given such term in Clause 4.1(a).
	 
	 	 
	“Put Option”

	 	has the meaning given such term in Clause 4.1(a).
	 
	 	 
	“Put Option Period”

	 	means the period commencing on the earlier of (i) the day
following the date falling twenty-four (24) months after the
Completion and (ii) date of the occurrence of an Early Put
Option Trigger Event, and ending on the earlier of (A) the
day following the date falling sixty (60) months after the
Completion and (B) the closing date of the Qualified IPO.
	 
	 	 
	“Put Price”

	 	means a price per Put Share equal to the greater of:







	 	(i)	 	the Fair Value of such Put Share as of the date of the
Put Exercise Notice; and





	 	 	 
	 

	 	(ii) an amount equal to the Purchase Price divided by the
number of Purchased Shares plus (B) 15% per annum on
such amount compounded on an annual basis from the
Completion Date on which such Put Share was transferred
to the Purchaser through the date of the Put Exercise
Notice (such greater amount, the “Base Put Amount”),
	 
	 	 
	 

	 	less,
	 
	 	 
	 

	 	(A) the aggregate amount of any and all distributions made
in respect of such Put Share plus 15% per annum from the
date of such distribution compounded on an annual basis
through the date of the Put Exercise Notice, less


(B) the Allocable Indemnity Payment in respect of such Put
Share plus 15% per annum from the date of such payment
compounded on an annual basis through the date of the Put
Exercise Notice,
	 
	 	 
	 

	 	plus,
	 
	 	 
	 

	 	interest on the Base Put Amount at 15% per annum
compounded on an annual basis from the date of the Put






7









 






	 	 	 
	 

	 	Exercise Notice through the date on which such Put Shares
are purchased and fully paid.
	 
	 	 
	“Put Purchase Date”

	 	has the meaning given such term in Clause 4.1(b).
	 
	 	 
	“Put Return Deficiency”

	 	has the meaning given such term in Clause 4.1(c).
	 
	 	 
	“Put Return Deficiency
Payment Date”

	 	has the meaning given such term in Clause 4.1(c).
	 
	 	 
	“Put Shares”

	 	has the meaning given such term in Clause 4.1(a).
	 
	 	 
	“Qualified IPO”

	 	means an underwritten public offering by the Company of
its Shares on a Recognised Stock Exchange pursuant to a
prospectus or offering circular under applicable securities
laws resulting in a portion of the Shares of the Company
becoming freely tradeable.
	 
	 	 
	“Recognised Stock
Exchange”

	 	means NASDAQ, the New York Stock Exchange, the
Toronto Stock Exchange, the Australian Stock Exchange,
the Euronext Paris, the Tokyo Stock Exchange, the
Deutsche Borse, or the main board of any of the Stock
Exchange of Hong Kong Limited, the Singapore Stock
Exchange, the London Stock Exchange, or any other stock
exchange of equal standing reasonably agreed by TPG.
	 
	 	 
	“Register of Members”

	 	means the Register of Members of the Company
maintained in the Cayman Islands.
	 
	 	 
	“Restated Articles”

	 	means the Third Amended and Restated Memorandum and
Articles of the Company, in the agreed form attached as
Exhibit B (and as may be amended from time to time).
	 
	 	 
	“Shareholders Agreement”

	 	means the Amended and Restated Shareholders Agreement
to be entered into by and among the Purchaser, FEEL,
MIE, the Company and TPG in the agreed form attached as
Exhibit C.
	 
	 	 
	“Series A Preferred Shares”

	 	means the Series A Preferred Shares of the Company, par value US$0.01 per share.
	 
	 	 
	“Shares”

	 	means the Ordinary Shares, the Series A Preferred Shares
and any other shares of the Company, whether fully or
partly paid.
	 
	 	 
	“Single Purchase”

	 	has the meaning given such term in Clause 4.1(b).
	 
	 	 
	“Specific Indemnities”

	 	has the meaning set forth in Clause 6.4.
	 
	 	 
	“Subsidiary”

	 	means, with respect to any Person:






8









 






	 






	 	(a)	 	any company or corporation more than 50% of
whose shares of any class or classes having by the
terms thereof ordinary voting power to elect a
majority of the directors of such company or
corporation (irrespectively of whether or not at the
time shares of any class or classes of such company
or corporation shall have or might have voting
power by reason of the happening of any
contingency) is at the time owned by such Person
directly or indirectly through one or more
Subsidiaries of such Person; and
	 
	 	(b)	 	any partnership, association, joint venture or other
entity in which such Person directly or indirectly
through one or more Subsidiaries of such Person
has more than a 50% equity interest.





	 	 	 
	“TPG”

	 	means TPG Star Energy Ltd.
	 
	 	 
	“TPG SPA”

	 	means the Series A Preferred Shares Subscription and Put
Option Agreement dated June 19, 2009 by and among
TPG, FEEL, the Company and MIE.
	 
	 	 
	“TPG Wavier Letter”

	 	has the meaning given such terms in Clause 5.1 (b).
	 
	 	 
	“Transaction Agreements”

	 	means this Agreement, the Shareholders Agreement, the
FEEL Shareholders Undertaking, the Guaranty and the
TPG Waiver Letter.
	 
	 	 
	“UNCITRAL Rules”

	 	has the meaning given such term in Clause 11.2(a).
	 
	 	 
	“US”

	 	means the United States of America.
	 
	 	 
	“US$”

	 	means the lawful currency of the United States of
America.
	 
	 	 
	“Warrantors”

	 	means the Company and FEEL (each, a “Warrantor”).
	 
	 	 
	“Warranty Claims”

	 	has the meaning given such term in Clause 6.2.







	1.2	 	Other Defined Terms. Other terms may be defined elsewhere in the text of this
Agreement and, unless otherwise indicated, shall have such meaning throughout this
Agreement.
	 
	1.3	 	Principles of Construction.






	 	(a)	 	Any document expressed to be in “agreed form” means a document in or
substantially in the form approved by, and signed for identification purposes
by or on behalf of, all the Parties.






9











 






	 	(b)	 	The words “hereof,” “herein” and “hereunder” and words of similar import
when used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement.
	 
	 	(c)	 	The words “include,” “including” and “among other things” shall be deemed to be
followed by “without limitation” or “but not limited to” whether or not they are followed
by such phrases or words of similar import.
	 
	 	(d)	 	Unless the context clearly requires otherwise, “or” is not exclusive.
	 
	 	(e)	 	All references herein to a Party’s “knowledge” shall mean, with respect to the matter
in question, if such Party (or any of the executive officers of such Party) has, or would
reasonably be expected to have, after conducting a reasonable investigation, actual
knowledge of the matter.
	 
	 	(f)	 	Any reference to a statutory provision shall include such provision and any
regulations made in pursuance thereof as from time to time modified or re-enacted whether
before or after the date of this Agreement so far as such modification or re-enactment
applies or is capable of applying to any transactions entered into prior to the Completion
and (so far as liability thereunder may exist or can arise) shall include also any past
statutory provisions or regulations (as from time to time modified or re-enacted) which
such provisions or regulations have directly or indirectly replaced.
	 
	 	(g)	 	References to the Preamble, Recitals, Clauses, Schedules and Exhibits are to the
preamble, recitals and clauses of and schedules and exhibits to this Agreement.
	 
	 	(h)	 	The headings are for convenience only and shall not affect the interpretation hereof.
	 
	 	(i)	 	Unless the context otherwise requires or permits, references to the singular number
shall include references to the plural number and vice versa and references to natural
persons shall include bodies corporate.
	 
	 	(j)	 	The Transaction Agreements are the result of negotiations between, and have been
reviewed by, the respective parties to each such agreement. Accordingly, each such
agreement shall be deemed to be the product of all parties thereto, and there shall be no
presumption that an ambiguity should be construed in favor of or against any of the
Purchaser, the FEEL Shareholders, FEEL, the Company or MIE as the case may be, thereto
solely as a result of such party’s actual or alleged role in the drafting of any such
agreement.
	 
	 	(k)	 	This Agreement may be translated into one or more languages other than English. In
the event of any inconsistency or contradiction between the texts, this English text shall
prevail.




10









 












	2.	 	PURCHASE AND SALE OF THE PURCHASED SHARES; COMPLETION
	 
	2.1	 	Sale of Purchased Shares. Upon the terms and subject to the conditions of this Agreement, at
the Completion, FEEL shall sell to the Purchaser, and the Purchaser shall purchase from FEEL, the
Purchased Shares for a purchase price per Purchased Share equal to the Per Share Purchase Price.
	 
	2.2	 	Completion.






	 	(a)	 	The purchase and sale of the Purchased Shares and the other transactions contemplated
by this Agreement shall be consummated (the “Completion”) at the offices of White & Case
LLP, China Central Place, Tower 1, 19th Floor,
81 Jian Guo Road, Beijing on the earlier of (i) October 30, 2009 and (ii) the date
falling three (3) Business Days after the satisfaction or waiver by the Purchaser
or FEEL (as the case may be) (except for those conditions which by their nature
cannot be satisfied until the Completion) of the conditions precedent set out in
Clause 5.1, or such other date as the Parties may reasonably agree (such date, the
“Completion Date”).
	 
	 	(B)	 	At the Completion, FEEL shall deliver to the Purchaser certified copies of the duly
executed transfer instrument in respect of the Purchased Shares being purchased by the
Purchaser, the new share certificate relating thereto in the name of the Purchaser, and a
certified copy of the Register of Members reflecting the sale and transfer by FEEL of the
number of Purchased Shares being purchased by the Purchaser, against payment by the
Purchaser of the Purchaser Price by wire transfer to an account in the name of FEEL which
account details shall be provided to the Purchaser no later than three (3) Business Days
prior to the Completion Date.






	3.	 	WARRANTIES AND UNDERTAKINGS
	 
	3.1	 	Warranties of the Warrantors. Each of the Warrantors hereby acknowledges that it has made
the Company Warranties as set forth in Schedule 2 to the Purchaser and that the statements in
Schedule 2 are true and correct as of the date hereof and as of the Completion Date, and the
Purchaser has relied upon such Company Warranties to enter into this Agreement. Each of the
Company Warranties shall be separate and independent and save as expressly otherwise provided
shall not be limited by reference to any provision in this Agreement.
	 
	3.2	 	Warranties by the Purchaser. The Purchaser hereby warrants to FEEL, the FEEL Shareholders,
MIE and the Company that:






	 	(a)	 	it is a company, corporation, limited partnership or financial institution, as the
case may be, duly organized and validly existing under the laws of the jurisdiction in
which it is organized;
	 
	 	(b)	 	it has the full corporate power and authority and full legal capacity to execute,
deliver and perform its obligations under the Transaction Agreements to which it is a
party and each of such Transaction Agreements will be or have been duly executed and
delivered and constitute or will constitute a valid and





11









 











	 	 	 	binding obligation of the Purchaser enforceable in accordance with its terms,
except that such enforcement may be subject to or limited by bankruptcy,
insolvency, moratorium or other laws affecting creditors’ rights generally and
subject to the application of general principles of equity;






	 	(c)	 	the execution, delivery and performance of the Transaction Agreements to which the
Purchaser is a party, and the purchase and acceptance of the Purchased Shares by the
Purchaser will not result in a breach or violation of any of the terms and provisions of,
or constitute a default under (i) any Governmental Rule or order of any Governmental
Authority or any court, domestic or foreign, having jurisdiction over the Purchaser or any
Subsidiary of the Purchaser or any of their respective properties, (ii) any material
agreement or instrument to which the Purchaser or any of its Subsidiaries is a party or by
which the Purchaser or any of its Subsidiaries is bound or to which any of the properties
of the Purchaser or any such Subsidiaries is subject, or (iii) the organizational
documents of the Purchaser or any of its Subsidiaries other than where such breach,
violation or default has not and is not reasonably likely to have an adverse affect on the
Purchaser’s ability to perform its obligations under any of the Transaction Agreements;
	 
	 	(d)	 	the Purchaser is not and will not be required to give any notice or to make any filing
with or obtain any Permit, consent, waiver or other authorisation from any governmental or
regulatory authority or other Person in connection with the execution, delivery and
performance of the Transaction Agreements;
	 
	 	(e)	 	there is no legal, administrative, arbitration or other action or proceeding or
governmental investigation pending, or, to the knowledge of the Purchaser, threatened,
against the Purchaser that challenges the validity or performance of this Agreement or the
Transaction Agreements to which it is a party or which, if successful, could hinder or
prevent the Purchaser from performing its obligations hereunder or thereunder;
	 
	 	(f)	 	the Purchaser does not have any contract, arrangement or understanding with any
broker, finder or similar agent with respect to the transactions contemplated by this
Agreement or the other Transaction Agreements;
	 
	 	(g)	 	the Purchaser shall have on the Completion Date, sufficient funds on hand to pay in
full the Purchase Price;
	 
	 	(h)	 	CITIC Group is the indirect parent of the Purchaser and is the beneficial owner of the
Purchaser;
	 
	 	(i)	 	the Purchaser is purchasing the Purchased Shares for its own purposes and not on
behalf of any third party; and
	 
	 	(j)	 	on or after the Completion Date, the Purchaser shall use its reasonable efforts to
cause CITIC Kingview to register the Guaranty with the PRC State Administration of Foreign
Exchange in compliance with Chinese laws.






	3.3	 	Warranties by FEEL. FEEL warrants to the Purchaser that:




12









 












	 	(a)	 	it is a company duly organized and validly existing under the laws of the jurisdiction
in which it is organized;
	 
	 	(b)	 	immediately prior to Completion, it will be the lawful owner, beneficially and of
record, of and will have valid and marketable title to the Purchased Shares free and clear
of any Encumbrances;
	 
	 	(c)	 	it is not a party to any contract creating rights in respect of the Purchased Shares
in any third Person or relating to the voting of such Shares or which would otherwise
restrict its ownership of such Shares;
	 
	 	(d)	 	it has the full power and authority and full legal capacity to execute, deliver and
perform its obligations under the Transaction Agreements to which it is a party and each
of such Transaction Agreements will be or have been duly executed and delivered and
constitute or will constitute a valid and binding obligation of FEEL enforceable in
accordance with its terms, except that such enforcement may be subject to or limited by
bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally and
subject to the application of general principles of equity; and
	 
	 	(e)	 	the execution, delivery and performance of the Transaction Agreements to which it is a
party, and the sale and transfer of the Purchased Shares to the Purchaser will not result
in a breach or violation of any of the terms and provisions of, or constitute a default
under (i) any Governmental Rule or order of any Governmental Authority or any court,
domestic or foreign, having jurisdiction over FEEL or any Subsidiary of FEEL or any of
their respective properties, (ii) any material agreement or instrument to which FEEL or
any such Subsidiary is a party or by which FEEL or any such Subsidiary is bound or to
which any of the properties of FEEL or any such Subsidiary is subject, or (iii) the
organizational documents of FEEL or any such Subsidiary other than where such breach,
violation or default has not had, and is not reasonably likely to have, an adverse affect
on FEEL’s ability to perform its obligations under any of the Transaction Agreements.






	4.	 	PUT OPTION
	 
	4.1	 	Put Option.






	 	(a)	 	At any time during the Put Option Period, the Purchaser shall have the option,
exercisable in its sole discretion and exercisable only once (the “Put Option”), to
require FEEL to purchase some or all of the Series A Preferred Shares (the “Put Shares”)
then owned by the Purchaser (at the Put Price multiplied by the applicable number of Put
Shares) by delivering written notice thereof to FEEL
(with a copy to MIE and the Company) (the “Put Exercise Notice”) specifying
the number of Put Shares to be purchased. FEEL shall pay the aggregate Put Price
for the Put Shares to the Purchaser in full within one (1) year of the date of the
Put Exercise Notice. MIE and the Company shall be jointly and severally liable
with FEEL for the obligations of FEEL set forth in this Clause 4.






13











 






	 	(b)	 	Upon delivery by the Purchaser of the Put Exercise Notice, FEEL shall
elect whether it wishes to purchase the Put Shares (i) in one (1) installment (a
“Single Purchase”) or (ii) in three (3) evenly spaced installments (with the
installments being as nearly as practicable of equal numbers of Put Shares and the final
installment being on a date no later than one (1) year after the date of the Put Exercise
Notice) (an “Installment Purchase”). The first installment in an Installment
Purchase shall be made no later than ninety (90) days after the date of the Put Exercise
Notice.
	 
	 	 	 	No later than ten (10) days after the date of the Put Exercise Notice, FEEL shall
notify the Purchaser by written notice (the “Election Notice”) of (x) the
election of a Single Purchase or an Installment Purchase, (y) if FEEL elects an
Installment Purchase, the dates of each installment (each, a “Put Purchase
Date”) and the number of Put Shares to be purchased on each Put Purchase Date,
and (z) the time and place in Beijing for the closing of the sale and purchase of
the Put Shares to be sold on each Put Purchase Date.
	 
	 	 	 	No later than five (5) days after the date on which the Put Price must be finally
determined in accordance with this Agreement, FEEL shall notify the Purchaser by
written notice of the Put Price payable on each Put Purchase Date, together with
details of the method of calculation of the Put Price.
	 
	 	 	 	If FEEL elects a Single Purchase or an Election Notice is not given in accordance
with the foregoing provisions, FEEL shall be deemed to have elected a Single
Purchase on such date (which shall be treated as the Put Purchase Date but which
shall not be later than five (5) days after the date on which the Put Price must be
finally determined in accordance with this Agreement) and at such time and place in
Beijing as the Purchaser shall notify FEEL (with a copy to MIE and the Company).
	 
	 	(c)	 	Notwithstanding any other provisions in this Agreement, if the aggregate Put Price for
the Put Shares has not been paid to the Purchaser in full within one (1) year after the
date of the Put Exercise Notice:






	 	(i)	 	the Purchaser shall first sell, transfer or assign any unpurchased Put Shares to
any third party notwithstanding the provisions in Clauses 2.1, 2.2, and 2.3 of the
Shareholders’ Agreement; and
	 
	 	(ii)	 	if the net proceeds recovered from the sale by the Purchaser of unpurchased Put
Shares are less than the aggregate Put Price of the unpurchased Put Shares plus any
Losses the Purchaser may incur as a result of such failure by MIE, the Company and/or
FEEL to pay the aggregate Put Price of the unpurchased Put Shares (such deficiency,
the “Put Return Deficiency”), then FEEL, MIE and the Company shall jointly
and severally indemnify the Purchaser for the unpaid amount of the Put Return
Deficiency (the date on which any such unpaid amount is paid to the Purchaser, the
“Put Return Deficiency Payment Date”), to the extent that any of FEEL, MIE
and the Company has from time to time lawfully available funds to do so and that it
will be in compliance (after paying such




14









 






	 	 	 	unpaid amount) with all of the terms of the CITIC KaWah Facility under
which it has outstanding obligations on the relevant Put Return Deficiency
Payment Date (“Compliance with Financing Agreements”)
provided, that if any of FEEL, MIE and the Company does not fulfill
its obligations to pay any part of such unpaid amount of the Put Return
Deficiency on the relevant Put Return Deficiency Payment Date as a result of
the application of the restrictions set forth in this paragraph (ii), it shall
remain subject to the obligation to pay the balance of the Put Return
Deficiency as soon as it is able to pay in a manner that complies with such
restrictions; provided further, if and for so long as there is a Put
Return Deficiency (as defined in the TPG SPA) under the TPG SPA, FEEL, MIE and
the Company shall not pay to the Purchaser any unpaid amount of the Put Return
Deficiency pursuant to this paragraph (ii) before TPG having recovered the
full amount of its Put Return Deficiency (as defined in the TPG SPA).






	4.2.	 	Completion.






	 	(a)	 	A Put Share shall only be transferred to FEEL if and to the extent that the relevant
Put Price for such Put Share has been paid in full, and until payment of the relevant Put
Price has been made in full, the Purchaser shall maintain all its right, title and
interest in such Put Share.
	 
	 	(b)	 	On or before the relevant Put Purchase Date, the Purchaser shall surrender the
certificate or certificates representing the Put Shares to be purchased on such Put
Purchase Date (or, if the Purchaser alleges that such certificate has been lost, stolen or
destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Company
to indemnify the Company against any claim that may be made against the Company on account
of the alleged loss, theft or destruction of such certificate) to FEEL, MIE or the
Company, in the manner and at the place designated in the Election Notice against payment
in full of the relevant Put Price in immediately available funds to the order of the
Purchaser. In the event that less than all of the Shares held by the Purchaser
represented by a certificate are purchased, a new certificate representing the balance of
the unsold Shares held by the Purchaser shall promptly be issued to the Purchaser by the
Company and a certificate for the Put Shares so purchased shall be issued to FEEL, MIE or
the Company (as the case may be).






	5.	 	CONDITIONS PRECEDENT; DELIVERIES AT COMPLETION
	 
	5.1	 	Conditions Precedent at Completion.






	 	(a)	 	The obligation of the Purchaser to purchase the Purchased Shares at the Completion is
conditioned upon fulfillment of the following conditions (unless otherwise waived by the
Purchaser):






	 	(i)	 	receipt of certified copies of the shareholder resolutions of FEEL duly passed
by each of the FEEL Shareholders, approving the terms of the Transaction
Agreements to which FEEL is a party and the transactions contemplated therein;




15









 






	 	(ii)	 	receipt of certified copies of the resolutions of the FEEL Board approving
the terms of the Transaction Agreements and the sale and transfer of the Purchased
Shares to the Purchaser;
	 
	 	(iii)	 	receipt of certified copies of the resolutions of the Company Board (A)
approving the terms of the Transaction Agreements to which the Company is a party,
(B) authorising the issuance of the relevant share certificates in respect of the
Purchased Shares in favour of the Purchaser; and (C) approving the entry of the
Purchaser’s name in the Register of Members as holder of the Purchased Shares;
	 
	 	(iv)	 	receipt of evidence reasonably satisfied by the Purchaser confirming that the
obligation of the Company, MIE and/or FEEL to compensate TPG for the IPO Return
Deficiency (as defined in the TPG SPA) shall be fully released and discharged by
deletion of the Clause 8.2 (Initial Public Offering) of the TPG SPA entirely;
	 
	 	(v)	 	receipt of copies of Consents as may be required to enable the Purchaser to be
registered as holder of the Purchased Shares; and
	 
	 	(vi)	 	each of the Transaction Agreements shall have been duly executed by each of
the parties thereto (other than the Purchaser).






	 	(b)	 	The obligation of FEEL to sell the Purchased Shares to the Purchaser at the Completion
is further conditioned upon the fulfilment of the following conditions (unless otherwise
waived by FEEL):






	 	(i)	 	the Purchaser shall have issued irrevocable wire transfer instructions for the
payment of the Purchase Price to an account designated by FEEL whose details will
be provided to the Purchaser no later than three (3) days prior to the Completion
Date;
	 
	 	(ii)	 	receipt of certified copies of the shareholder resolutions of the Purchaser,
approving the terms of the Transaction Agreements to which the Purchaser is a
party and the transactions contemplated therein;
	 
	 	(iii)	 	receipt of certified copies of the resolutions of the board of directors of
the Purchaser approving the terms of the Transaction Agreements and the purchase
of the Purchased Shares from FEEL;
	 
	 	(iv)	 	receipt of a letter executed by CITIC KaWah substantially on the terms set
forth in Exhibit D (the “CITIC KaWah Consent Letter);
	 
	 	(v)	 	receipt of a waiver letter from TPG substantially on the terms set forth in
Exhibit E (the “TPG Waiver Letter”) pursuant to which TPG shall waive its
right of first refusal to the Purchased Shares under the Shareholders Agreement
dated as of July 9, 2009 by and among TPG, Standard Bank Plc, FEEL, MIE and the
Company;




16









 






	 	(vi)	 	receipt of the PRC Legal Opinion; and
	 
	 	(vii)	 	each of the Transaction Agreements to which the Purchaser is a party shall
have been duly executed and delivered by the Purchaser.






	5.2	 	Satisfaction of the Conditions Precedent.






	 	(a)	 	Each of the Parties hereby undertakes to the other Parties to use its reasonable
endeavors to fulfil all the conditions set out in Clause 5.1 on or prior to October 30,
2009.
	 
	 	(b)	 	If any of the applicable conditions set out in Clause 5.1 shall not have been
fulfilled (or waived or modified by the Purchaser, FEEL or the Company, as the case may
be) on or prior to October 30, 2009, the Purchaser (in the case of the conditions set out
in Clause 5.1(a)), or FEEL or the Company (in the case of the conditions set out in Clause
5.1(b)) shall be entitled to (i) terminate this Agreement, (ii) without prejudice to any
other rights of the Parties, effect the Completion so far as practicable having regard to
the defaults which have occurred, or (iii) fix a new day for the Completion.
	 
	 	(c)	 	In the event of termination of this Agreement by the Purchaser, FEEL or the Company,
as the case may be, pursuant to this Clause 5.2, no Party shall have any claim against any
other Party save for fraud or any wilful breach of this Agreement occurring prior to
termination.






	6.	 	SURVIVAL AND INDEMNITIES
	 
	6.1	 	Survival. The warranties of the Parties contained in or made pursuant to this
Agreement shall survive the execution and delivery of this Agreement and the Completion until the
date falling on the earlier of (a) the expiration date of the lock-up period applicable to the
Purchaser following the Qualified IPO and (b) the date falling thirty-six (36) months from the
Completion Date (the “General Warranty Expiration Date”).
	 
	6.2	 	Warranty Indemnities. Subject to and as from Completion, the Warrantors shall
indemnify and hold harmless the Purchaser from and against any damages, deficiencies, losses
(including loss of value of the Shares), costs, liabilities and expenses (“Losses”)
resulting directly or indirectly from or arising in connection with any claims for breach of any
of the Company Warranties (the “Warranty Claims”) brought prior to the General Warranty
Expiration Date or breach of obligations under the Transaction Agreements; provided
however that the Warrantors shall have no obligation to indemnify and hold harmless the
Purchaser for any Losses after full payment to the Purchaser under the Put Option in Clause 4.
	 
	6.3	 	Limitations. Notwithstanding Clauses 6.1 and 6.2, the Warrantors shall not be liable
for any Losses in respect of a Warranty Claim:






	 	(a)	 	unless notice of the claim is given in writing by the Purchaser to the Warrantors
setting out so far as reasonably practicable the details of the matter in respect of which
the claim is made before the relevant Warranty Expiration






17












 






	 	 	 	Date, and any such claim shall (if it has not been previously satisfied,
settled or withdrawn) be deemed to be withdrawn six (6) months after such notice
is given unless legal proceedings in respect thereof have been commenced;
	 
	 	(b)	 	to the extent that the aggregate amount of Losses in respect of any breach of the
Company Warranties for which the Warrantors would otherwise be liable exceeds the
Indemnity Cap; and
	 
	 	(c)	 	unless and until the aggregate amount of Losses in respect of breach of the Company
Warranties for which the Warrantors would otherwise be liable exceeds US$1,000,000.






	6.4	 	Specific Indemnities
	 
	 	 	Subject to and as from the Completion, the Warrantors shall jointly and severally
indemnify and hold harmless the Purchaser from and against any Losses whether arising
before or after Completion to the extent resulting from:






	 	(a)	 	any claims made pursuant to or in connection with the Amendment to Stock Purchase
Agreement dated as of May 19, 2008 by and among Microbes, MIE and FEEL against the
Company or MIE (other than any claim that the Company did not loan to FEEL US$20,000,000
in time to enable FEEL to meet the payment amount payable under such agreement),
including Losses accrued against MIE prior to the date of this Agreement, and all other
claims by Microbes against the Company, MIE or the Purchaser relating to Microbes’
investment in MIE. Any payment made by MIE or the Company to Microbes (or its affiliated
parties) shall be applied against, and result in a reduction of, MIE’s liability
vis-a-vis FEEL;
	 
	 	(b)	 	the arbitration proceedings brought by GOC on 14 May 2003 and 27 April 2004,
respectively, in relation to an operating agreement entered into between Microbes and GOC
dated 25 September 2000 and the subject matter of those proceedings;
	 
	 	(c)	 	Fullfame Enterprise Ltd.’s previous shareholding in MIE, including but not limited to
its rights to disproportionate dividend distributions and other governance rights or
otherwise, any rights granted pursuant to the cooperation agreement and the share transfer
agreement between FEEL, MIE and Fullfame Enterprise Ltd. dated 30 June 2005 and 22
September 2005 respectively, and any claims brought by current or previous holders or
beneficial owners of shares in, or directors of, Fullfame Enterprise Ltd. (or by anyone
who alleges to be such a person);
	 
	 	(d)	 	any contravention of laws or regulation in the PRC by MIE or FEEL relating to loans,
guarantees given by Zhang, debt settlements, or transactions having similar effect made
between MIE, the Company, FEEL and/or Zhang or any other national or resident of the PRC;
	 
	 	(e)	 	the failure or delay by the Company or MIE or any of the current or previous holders
or owners of shares or other securities in FEEL, the Company or MIE





18









 











	 	 	 	in obtaining any required SAFE registrations or approvals (including roundtripping
approvals);






	 	(f)	 	any claim for taxes of MIE (which term shall cover taxes and duties of any kind,
amounts withheld on account of taxation of any person, social security charges and
similar, fines and late payment interest charges and penalties, duties, and claw-back of
relief previously granted) that were incurred, or which relate to any period, prior to the
Completion Date and not paid by MIE before such date, save to the extent provided for as a
specific accrual in the 2008 Accounts or in any management accounts relating to a period
after 31 December 2008 which have been provided to the Purchaser prior to the date of this
Agreement and save for taxation accruing in the ordinary course on MIE’s trading
activities undertaken since 31 December 2008; and
	 
	 	(g)	 	MIE’s direct or indirect interests in any of the Indonesia JVs, including but not
limited to any claims against MIE in relation to (i) any operations, business, assets,
liabilities or obligations of any of the Indonesia JVs, (ii) MIE’s obligation to provide
any funds or financial assistance of any kind to any of the Indonesia JVs or any third
parties in connection with MIE’s investment in the Indonesia JVs and/or (iii) any
termination, liquidation or winding-up of MIE’s direct or indirect interests in any of the
Indonesia JVs






	 	 	(collectively, the “Specific Indemnities”); provided, however, that the Warrantors
shall have no obligation to indemnify or hold harmless the Purchaser for any such claims
to the extent that the aggregate amount of Losses in respect of (i) the Specific
Indemnities for which the Warrantors would otherwise be liable and (ii) any breach of the
Warranties exceeds the Indemnity Cap.






	6.5	 	Procedure for Indemnification (Third Party Claims).






	 	(a)	 	If the Purchaser receives written notice of the commencement of any Proceeding by a
third party (a “Third Party Claim”), and the Purchaser intends to seek indemnity
pursuant to this Clause 6, the Purchaser shall as promptly as practicable provide each
Warrantor with notice in writing of the Third Party Claim; provided,
however, that no delay on the part of the Purchaser in notifying such Warrantor
will relieve such Warrantor from any obligation hereunder unless (and then solely to the
extent) such Warrantor is materially and actually prejudiced as a result thereof. Such
Warrantor shall be entitled to assume the defense of such Third Party Claim at its own
expense; provided that such Warrantor shall not be entitled to assume the defense
of a Third Party Claim to the extent that the Purchaser reasonably determines that it has
defenses, claims or positions that are unique, separate or distinct from the defenses,
claims or positions that might be available to other Persons relating to such Third Party
Claim (such as jurisdictional defenses). Such defense shall be conducted through counsel
selected by such Warrantor, which counsel shall be satisfactory to the Purchaser. Should
the Purchaser so elect to assume the defense of a Third Party Claim, such Warrantor will
not be liable to the Purchaser for any legal or other expenses subsequently incurred by it
in connection with the defense thereof. If such Warrantor is conducting the defense of the
Third Party Claim, the Purchaser shall be entitled, at its own





19









 











	 	 	 	expense, to retain separate counsel and participate in the defense of such Third
Party Claim. Such Warrantor will keep the Purchaser informed of all material
developments relating to or arising in connection with such Third Party Claim.






	 	(b)	 	In the event that (i) the relevant Warrantor(s) fail to so assume the defense of any
Third Party Claim within 30 days after receipt of notice thereof from the Purchaser , (ii)
the relevant Warrantor(s) and the Purchaser are both parties to or subjects of the
proceedings and the Purchaser shall have reasonably concluded that representation of both
parties by the same counsel would be inappropriate due to an actual or potential conflict
of interest between them or (iii) in any event, to the extent the Third Party Claim seeks
an order, injunction, non-monetary or other equitable relief against the Purchaser which,
in the reasonable judgment of the Purchaser , if successful, is reasonably likely to
establish a precedential custom or practice that is materially detrimental to the
continuing business interests of the Purchaser, the Purchaser shall have the right to
undertake the defense of such Third Party Claim and, if such Third Party Claim is one for
which the Purchaser is entitled to be indemnified under this Clause 6, such defense of
such Third Party Claim shall be at the expense and for the account of the Warrantors.
	 
	 	(c)	 	Each Warrantor shall be required to obtain the prior written consent of the Purchaser
(such consent not to be unreasonably withheld, delayed or conditioned) before consenting
to any judgment, entering into or making any settlement, compromise or discharge of any
Third Party Claim or any liability in respect thereof.
	 
	 	(d)	 	Each Warrantor shall not be entitled to control (but shall be entitled to participate
at its own expense in) the defense of any Third Party Claim as to which such Warrantor
fails to assume the defense within 30 days after receipt of notice thereof from the
Purchaser; provided, however, that neither the Purchaser shall make any
settlement, compromise, discharge, admission, or acknowledgment that would give rise to
any liability on the part of any Warrantor without the prior written consent of such
Warrantor (such consent not to be unreasonably withheld, delayed or conditioned).
	 
	 	(e)	 	The reimbursement of fees, costs and expenses required by this Clause 6 shall be made
by periodic payments during the course of the investigation or defense, as and when bills
are received or expenses incurred.






	6.6	 	Procedure for Indemnification (Direct Claims).
	 
	 	 	In any case in which the Purchaser seeks indemnification hereunder which is not subject to
Clause 6.5 because no Third Party Claim is involved, the Purchaser shall notify each Warrantor in
writing as promptly as reasonably practicable of any Losses which the Purchaser claims are subject
to indemnification under the terms hereof.
The failure of the Purchaser to exercise promptness in such notification shall not amount
to a waiver of such claim unless and to the extent the resulting delay materially and
actually prejudices the position of such Warrantor with respect to such claim.




20









 












	7.	 	ANNOUNCEMENTS AND CONFIDENTIALITY
	 
	7.1	 	Announcements. No announcement, press release or circular in connection with the
existence or the subject matter of the Transaction Agreements shall be made or issued by or on
behalf of any Party without prior consent of the other Parties (such consent not to be
unreasonably withheld or delayed). This shall not affect any announcement, press release or
circular required by law or any regulatory body or the rules of any relevant stock exchange but
the Party with an obligation to make an announcement or issue a press release or circular shall
consult with the other Parties insofar as is reasonably practicable before complying with such an
obligation.
	 
	7.2	 	Confidentiality. Subject to Clause 7.3, each Party shall treat as confidential
and not disclose or use any information received or obtained as a result of entering into the
Transaction Agreements (or any agreement entered into pursuant to the Transaction Agreements)
which relates to the provisions of the Transaction Agreements and any agreement entered into
pursuant to the Transaction Agreements or the negotiations relating to the Transaction
Agreements (and such other agreements); provided, however, that FEEL and the FEEL Shareholder
may disclose such information to its lenders under the CITIC KaWah Facility.
	 
	7.3	 	Exceptions to Confidentiality. Clause 7.2 shall not prohibit disclosure or use of
any information if and to the extent that:






	 	(a)	 	the disclosure or use is required by law, any regulatory body or the rules and/or
regulations of any relevant stock exchange, including any disclosure or use in an
announcement, press release or circular required to be made or issued pursuant to Clause
7.1;
	 
	 	(b)	 	the disclosure or use is required for the purpose of any judicial or regulatory
proceedings arising out of the Transaction Agreements or any other agreement entered into
under or pursuant to the Transaction Agreements or the disclosure is reasonably required
to be made to a taxation authority in connection with the taxation affairs of the
disclosing Party;
	 
	 	(c)	 	the disclosure is made to employees, directors, officers, agents, Affiliates, fund
investors and professional advisors, including financial advisors, consultants,
accountants and legal counsel, of a Party or bona fide prospective purchasers of the
Shares on terms that such employees, directors, officers, agents, Affiliates, fund
investors, professional advisors and bona fide purchasers undertake to comply with the
provisions of Clause 7.2 in respect of such information as if they were a party to the
Transaction Agreements;
	 
	 	(d)	 	the information becomes publicly available (other than by breach of any of the
Transaction Agreements); or
	 
	 	(e)	 	the other Parties have given prior written approval to the disclosure or use.






	8.	 	RELEASE AND INDULGENCE
	 
	 	 	Any liability to any Party may in whole or in part be released, compounded or compromised or
time or indulgence given by any other Party in writing in their






21












 






	 	 	absolute discretion, as regards any of the Parties under such liability without in
any way prejudicing or affecting their rights against any other Party or Parties under the
same or a like liability whether joint and several or otherwise.
	 
	9.	 	NOTICES
	 
	 	 	All notices, consents, and other communications under or pursuant to this Agreement
(“Notices”) shall be in writing and in the English language and shall be delivered (A) by
hand, (B) by facsimile (with receipt confirmed); provided, however, that a copy is
promptly thereafter mailed by reputable private courier, return receipt requested, (C) by
the addressee or (D) by such other means as the Parties may agree from time to time; in
each case to the appropriate addresses and facsimile numbers set forth below (or to such
other addresses or facsimile numbers as a Party may designate as to itself by not less
than five (5) Business Days notice to the other Parties):





	 	 	 	 	 
	if to the Purchaser, to

	 	:
	 	c/o 14/F, Capital Mansion

6 Xinyuan Nanlu

Chaoyang District, Beijing 100004

PRC

Attention: Mr. Lu Chunqing

Facsimile: (8610) 8486 1690
	 
	 	 	 	 
	if to Zhang, to

	 	:
	 	Zhang Ruilin

Suite 406, Block C, Grand Place

5 Hui Zhong Road

Chaoyang District, Beijing 10010

PRC

Facsimile: (8610) 5123 8866
	 
	 	 	 	 
	if to Zhao, to

	 	:
	 	Zhao Jiangwei

Suite 406, Block C, Grand Place

5 Hui Zhong Road

Chaoyang District, Beijing 10010

PRC

Facsimile: (8610) 5123 8866
	 
	 	 	 	 
	if to Shang, to

	 	:
	 	Shang Zhiguo

Suite 406, Block C, Grand Place

5 Hui Zhong Road

Chaoyang District, Beijing 10010

PRC

Facsimile: (8610) 5123 8866
	 
	 	 	 	 
	if to FEEL, to

	 	:
	 	Suite 406, Block C, Grand Place

5 Hui Zhong Road

Chaoyang District, Beijing 10010

PRC

Attention: Mr. Zhang Ruilin

Facsimile: (8610) 5123 8866






22









 






	 	 	 	 	 
	if to the Company, to

	 	:
	 	Suite 406, Block C, Grand Place

5 Hui Zhong Road

Chaoyang District, Beijing 10010

PRC

Attention: Mr. Zhang Ruilin

Facsimile: (8610) 5123 8866
	 
	 	 	 	 
	if to MIE, to

	 	:
	 	Suite 406, Block C, Grand Place

5 Hui Zhong Road

Chaoyang District, Beijing 10010

PRC

Attention: Mr. Zhang Ruilin

Facsimile: (8610) 5123 8866







	10.	 	GOVERNING LAW
	 
	 	 	This Agreement shall be governed by and construed in accordance with English law.
	 
	11.	 	ARBITRATION
	 
	11.1	 	Amicable Settlement. Any and all disputes, controversies and conflicts between the Parties
arising out of or relating to or in connection with this Agreement and the performance or
non-performance of the obligations set forth herein shall, so far as is possible, be settled
amicably between the Parties within thirty (30) days after written notice of such dispute,
controversy or conflict has been given by one Party to the other Parties.
	 
	11.2	 	Arbitration Procedure.






	 	(a)	 	Failing an amicable settlement thereof within the thirty (30)-day period specified in
Clause 11.1, any and all disputes, controversies and conflicts arising out of or in
connection with this Agreement or its performance (including the validity of this
Agreement) shall be settled by three (3) arbitrators under the rules of the UNCITRAL
Arbitration Rules (the “UNCITRAL Rules”) in accordance with the Hong Kong International
Arbitration Centre (“HKIAC”) Procedures for the Administration of International
Arbitration in force at the date of this Agreement. The place of arbitration shall be
Hong Kong and the language used in the arbitral proceedings shall be English. The HKIAC
shall act as the administering institute.
	 
	 	(b)	 	The arbitrators shall be appointed by mutual consent of the Parties involved in the
arbitration in accordance with the procedures set out in the UNCITRAL
Rules regarding the appointment of arbitrators, failing which the appointing
authority shall be HKIAC.
	 
	 	(c)	 	The arbitral proceeding shall accord to each of the Parties the right to provide
witnesses, including expert witnesses, the right of cross-examination of witnesses and the
right to make both written and oral submissions.










23









 












	 	(d)	 	The arbitral award made and granted by the arbitrator shall be final, binding and
incontestable and may be used as a basis for judgement thereon. All costs of arbitration
(including, without limitation, those incurred in the appointment of the arbitrator) shall
be apportioned in the arbitral award.






	11.3	 	Court Action. By agreeing to arbitration, the Parties do not intend to deprive any court of
competent jurisdiction of its ability to issue any form of provisional remedy, including but not
limited to a preliminary remedy in aid of arbitration, or order any interim injunction. A
request for such provisional remedy or interim injunction by the parties to a court shall not be
deemed a waiver of this agreement to submit to arbitration.
	 
	11.4	 	Continued Performance During Arbitration. During the period of submission to arbitration
and thereafter until the granting of the arbitral award, the Parties shall, except in the event
of termination, continue to perform all their obligations under this Agreement without prejudice
to a final adjustment in accordance with the said award.
	 
	11.5	 	Survival. The provisions contained in this Clause 11 shall survive the termination or
expiration of this Agreement.
	 
	12.	 	MISCELLANEOUS
	 
	12.1	 	Fees and Expenses. Each Party shall bear its own expenses in connection with legal and
other advisors retained by it in connection with the transaction.
	 
	12.2	 	Successors and Assigns. This Agreement has been made solely for the benefit of the Parties
and their respective successors, personal representatives, heirs and estates and permitted
assigns and nothing herein is intended to confer any rights or remedies under or by reason of
this Agreement to any other Person.
	 
	12.3	 	Assignment. The provisions of this Agreement shall be binding upon and accrue to the
benefit of the Parties and their respective successors and permitted assigns.
Notwithstanding the foregoing, none of the Parties may assign its rights and obligations
in whole or in part hereunder without the prior written consent of the other Parties,
except that the Purchaser is permitted to assign its rights to purchase the Purchased
Shares and the Purchaser may also assign its rights under this Agreement, in whole or in
part, to any Person who acquires Shares held by the Purchaser.
	 
	12.4	 	Further Assurances. Each Party undertakes to and with each other Party to do all things
reasonably within its power which are necessary or desirable to give full effect to the spirit
and intent of this Agreement.
	 
	12.5	 	Amendments and Waivers. All amendments and other modifications hereof or waivers of the
observance of any term hereof (either generally or in a particular instance and either
retroactively or prospectively) shall be in writing and signed by each of the Parties.
	 
	12.6	 	No Waiver. The failure of a Party at any time to require observance or performance by any
other Party of any of the provisions of this Agreement shall in no way affect the Party’s right
to require such observance or performance at any time thereafter, nor shall the waiver by any
Party of a breach of any provision hereof be taken or held to




24









 






	 	 	be a waiver of any succeeding breach of such provision. The rights and remedies provided
in this Agreement are cumulative and not exclusive of any rights or remedies otherwise
provided by law.






	12.7	 	Severability. In case any one or more of the provisions contained in this Agreement shall
be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of all remaining provisions contained herein shall not in any way be affected or
impaired thereby; and the invalid, illegal or unenforceable provisions shall be interpreted and
applied so as to produce as near as may be the legal, economic and commercial result intended by
the Parties.
	 
	12.8	 	Counterparts. This Agreement may be signed in any number of counterparts, each of which is
an original and all of which, taken together, constitute one and the same instrument. This
Agreement may also be executed and delivered by facsimile signature and in any number of
counterparts, each of which shall be deemed an original and all of which, taken together,
constitute one and the same instruments.
	 
	12.9	 	Entire Agreement. This Agreement contains the entire understanding and agreement between
the Parties with respect to the subject matter hereof and supersedes and cancels all prior oral
and written agreements or representations, if any, among the Parties or any of them relating to
the subject matter thereof.





[Signature page follows]





25











 




IN WITNESS WHEREOF this Agreement has been duly executed as of the date and year first written above.




	 	 	 	 	 
	SINO LINK LIMITED 

 	 	 
	By:  	/s/
 	 	 
	 	Name:  	Autorised Signature(s) 	 	 
	 	Title: 	 	 



26









 






	 	 	 	 	 



	 	 	 	 	 
	FAR EAST ENERGY LIMITED 

 	 	 
	By:  	/s/ Zhao Jiangwei
 	 	 
	 	Name:  	 	 	 
	 	Title:: 	 	 
	 
	ZHANG RUILIN

 	 	 
	By:  	/s/ Zhang Ruilin
 	 	 
	 	Name:  	 	 	 
	 	 	 	 
	 
	ZHAO JIANGWEI

 	 	 
	By:  	/s/ Zhao Jiangwei
 	 	 
	 	Name:  	 	 	 
	 	 	 	 
	 
	SHANG ZHIGUO

 	 	 
	By:  	/s/ Shang Zhiguo
 	 	 
	 	Name:  	 	 	 
	 	 	 	 
	 
	MIE HOLDINGS CORPORATION 

 	 	 
	By:  	/s/ Zhang Ruilin
 	 	 
	 	Name:  	 	 	 
	 	Title: 	 	 
	 
	MI ENERGY CORPORATION 

 	 	 
	By:  	/s/ Zhang Ruilin
 	 	 
	 	Name:  	 	 	 
	 	Title: 	 	 



27









 






SCHEDULE 1




PARTICULARS OF THE SHAREHOLDERS OF THE COMPANY

IMMEDIATELY PRIOR TO THE COMPLETION



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	No. of Series A	 	 	 	 	 	 	 
	 	 	Preferred Shares	 	 	No. of Ordinary	 	 	 	 
	 	 	legally and	 	 	Shares legally and	 	 	 	 
	 	 	beneficially owned	 	 	beneficially owned	 	 	 	 
	 	 	by the	 	 	by the	 	 	 	 
	 	 	Shareholder	 	 	Shareholder	 	 	 	 
	Name of Shareholder/	 	Immediately Prior	 	 	Immediately Prior	 	 	Percentage of Issued	 
	Address and Fax Number	 	to Completion	 	 	to Completion	 	 	Share Capital	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Far East Energy Limited

	 	 	-0-	 	 	 	9,802,951	 	 	 	80.71096	%
	Suite 406, Block C, Grand Place 

5 Hui Zhong Road

Chaoyang District 

Beijing 100101 

PRC 

Fax: (8610) 5123 8866

	 	 	 	 	 	 	 	 	 	 	 	 
	Standard Bank Plc 

	 	 	-0-	 	 	 	197,049	 	 	 	1.62237	%
	Cannon Bridge House

25 Dowgate Hill 

London EC 4R 2SB

Fax: +852 2822 7947
	 	 	 	 	 	 	 	 	 	 	 	 
	TPG Star Energy Ltd.

	 	 	2,145,749	 	 	 	-0-	 	 	 	17.66667	%
	301 Commerce Street,

Suite 3300

Fort Worth, Texas 76102

Fax: (817) 871-4001
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Total
	 	 	2,145,749	 	 	 	10,000,000	 	 	 	100	%
	 	 	 	 	 	 	 







PARTICULARS OF THE SHAREHOLDERS OF THE COMPANY

IMMEDIATELY AFTER THE COMPLETION




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	No. of Series A	 	 	 	 	 	 	 
	 	 	Preferred Shares	 	 	 	 	 	 	 
	 	 	legally and	 	 	No. of Ordinary	 	 	 	 
	 	 	beneficially owned	 	 	Shares legally and	 	 	 	 
	 	 	immediately by	 	 	beneficially owned	 	 	Percentage of Issued	 
	 	 	the Shareholder	 	 	immediately by the	 	 	Share Capital	 
	Name of Shareholder/	 	after the	 	 	Shareholder after	 	 	(on as-converted	 
	Address and Fax Number	 	Completion	 	 	the Completion	 	 	basis)	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Far East Energy Limited

	 	 	-0-	 	 	 	9,438,578	 	 	 	77.71096	%
	Suite 406, Block C 

Grand Place 

5 Hui Zhong Road 

Chaoyang District 

Beijing 100101

PRC 

Fax: (8610) 5123 8866
	 	 	 	 	 	 	 	 	 	 	 	 







28









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	No. of Series A	 	 	 	 	 	 	 
	 	 	Preferred Shares	 	 	 	 	 	 	 
	 	 	legally and	 	 	No. of Ordinary	 	 	 	 
	 	 	beneficially owned	 	 	Shares legally and	 	 	 	 
	 	 	immediately by	 	 	beneficially owned	 	 	Percentage of Issued	 
	 	 	the Shareholder	 	 	immediately by the	 	 	Share Capital	 
	Name of Shareholder/	 	after the	 	 	Shareholder after	 	 	(on as-converted	 
	Address and Fax Number	 	Completion	 	 	the Completion	 	 	basis)	 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	TPG Star Energy Ltd.

	 	 	2,145,749	 	 	 	-0-	 	 	 	17.66667	%
	301 Commerce Street,

Suite 3300 

Fort Worth, Texas 76102

Fax: (817) 871-4001
	 	 	 	 	 	 	 	 	 	 	 	 
	Standard Bank Plc

	 	 	-0-	 	 	 	197,049	 	 	 	1.62237	%
	Cannon Bridge House

25 Dowgate Hill

London EC 4R 2SB

Fax: +852 2822 7947
	 	 	 	 	 	 	 	 	 	 	 	 
	Sino Link Limited

	 	 	364,373	 	 	 	-0-	 	 	 	3	%
	c/o 14/F, Capital Mansion

6 Xinyuan Nanlu

Chaoyang District, Beijing 100004 

P.R. China

Fax: (8610) 8486 1690
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	Total
	 	 	2,510,122	 	 	 	9,635,627	 	 	 	100	%
	 	 	 








29











 





SCHEDULE 2




COMPANY WARRANTIES




	1.	 	Corporate Existence. Each of the Company and MIE is duly organised and validly existing and in
good standing under the laws of the Cayman Islands, and has all corporate power to own, lease and
operate all of its property and to carry on its business as it is now being conducted.
	 
	2.	 	Authority. Each of the Company and MIE has full power and authority and full legal capacity
to execute, deliver and perform its obligations under this Agreement and the other Transaction
Agreements to which it is a party. The execution and delivery by each of the Company and MIE of
this Agreement and the other Transaction Agreements to which it is a party has been or will be,
on or prior to the Completion Date, authorised by all necessary corporate action; and this
Agreement is, and each of the other Transaction Agreements to which it is a party will be, when
duly executed and delivered, a valid and binding obligation of the Company and MIE respectively,
enforceable in accordance with its terms, except as such enforceability may be limited by
bankruptcy, reorganisation, insolvency, moratorium or other laws affecting creditors’ rights
generally and subject to the application of general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).
	 
	3.	 	Capitalisation.






	 	(a)	 	The authorised share capital of the Company as of the date of this Agreement, consists
of (i) 15,000,000 shares of Ordinary Shares of a par value of US$0.01 each, 10,000,000 of
which are issued and outstanding and (ii) 3,000,000 shares of Series A Preferred Shares of
a par value of US$0.01 each, 2,145,749 of which are issued and outstanding. All the
Shares in the issued share capital of the Company are duly and validly authorized and
issued, fully paid and non-assessable, and there is no Encumbrance over or affecting any
of such shares (other than any security interest that may have been granted to CITIC KaWah
pursuant to the CITIC KaWah Facility and any security interest that may have been granted
to TPG pursuant to the TPG SPA). The particulars relating to the shareholders of the
Company (x) immediately prior to the Completion and (y) immediately after the Completion
are set forth in Schedule 1.
	 
	 	(b)	 	Upon the sale and transfer of the Purchased Shares to the Purchaser, in accordance
with the terms of this Agreement, the Purchaser will own valid, legal, beneficial and
marketable title to such Purchased Shares, free and clear of any Encumbrances and with all
rights attached thereto as set out in the articles of association of the Company.
	 
	 	(c)	 	The authorised share capital of MIE on the date of this Agreement consists of (i)
50,000 shares of MIE Ordinary Shares, 50,000 of which are issued and outstanding. All the
shares of MIE Ordinary Shares in the issued share capital of MIE are duly and validly
issued, fully paid and non-assessable and there is no Encumbrance over or affecting any of
such shares (other than any security interest that may have been granted to CITIC KaWah
pursuant to the CITIC
KaWah Facility). The Company is the sole shareholder of MIE as the date of




30









 






	 	 	 	this Agreement and at the Completion.






	4.	 	Valid Issuance of Shares. The Purchased Shares, when issued, sold and delivered in accordance
with the terms and for the consideration set forth in this Agreement, will be duly and validly
issued, fully paid, non-assessable and free of restrictions on transfer other than restrictions
on transfer under the articles of association of the Company and the Transaction Agreements.
Assuming the accuracy of the warranties of the Purchaser, the Purchased Shares will be issued,
sold and transferred in compliance with all applicable securities laws. The Ordinary Shares
issuable upon conversion of the Purchased Shares have been duly reserved for issuance and upon
issuance in accordance with the terms of the articles of association of the Company, will be duly
and validly issued, fully paid, non-assessable and free of restrictions on transfer or preemptive
rights other than restrictions on transfer and preemptive rights under the Transaction Agreements
and applicable securities laws.
	 
	5.	 	No Options. Neither the Company nor MIE has any outstanding commitment, obligation, options,
warrants, rights (including conversion, pre-emption rights or rights of first refusal) to sell or
to cause to be issued any share capital or any securities convertible into or exchangeable for,
or rights to acquire, any share capital, other than as contemplated by the Transaction
Agreements. Except for the rights granted under the Shares Purchase Agreement dated January 12,
2009 by and among Standard Bank Plc, FEEL and the FEEL Shareholders as amended by the Amendment
to Share Purchase Agreement dated June 24, 2009 (the “Standard Bank SPA”) and the rights granted
under the Option Agreement dated January 12, 2009 by and among FEEL, the Company, MIE and
Standard Bank Plc as amended by the First Amendment and Restatement Agreement dated June 26, 2009
(the “Standard Bank Option Agreement”), no agreement or arrangement exists providing for the
present or future allotment, issue or transfer of any share capital of the Company. Except for
this Agreement, the other Transaction Agreements, the TPG SPA, the Standard Bank SPA, and the
Standard Bank Option Agreement, there is no agreement, arrangement or obligation of any kind (and
no authorization therefor has been given) obligating the Company or MIE or any other person to
repurchase, redeem or otherwise acquire any outstanding shares of its share capital or any
securities convertible into or ultimately exchangeable or exercisable for any share capital.
Except as set forth in the Shareholders Agreement dated July 9, 2009 by and among TPG, Standard
Bank Plc, FEEL, MIE and the Company and in the Second Amended and Restated Articles of
Association of the Company, neither the Company nor MIE is a party or subject to any agreement,
understanding or contractual rights, and, to the knowledge of the Company and MIE, there is no
agreement, understanding or contractual rights with any Person, which affects or relates to
distribution of dividends or the voting or giving of written consents with respect to any
security or by a director of the Company or MIE.
	 
	6.	 	Subsidiaries. Other than the Indonesian JVs, MIE has not and has never had any Subsidiaries
and is not and has never been a legal or beneficial owner of any share or equity interests in any
Person. The Company has no assets, and has not had any assets, other than cash and shares in
MIE.




31









 











EXHIBIT A




FEEL SHAREHOLDERS UNDERTAKING



 









 





Execution Copy




FEEL SHAREHOLDERS UNDERTAKINGS



Zhang Ruilin, Zhao Jiangwei and Shang Zhiguo

Suite 406, Block C, Grand Place, 5 Hui Zhong Road, Chaoyang District, Beijing
10010, PRC
 Attention: Mr. Zhang Ruilin Facsimile: (8610) 5123 8866



                    , 2009




Sino Link Limited 
c/o 14/F,
Capital Mansion

6 Xinyuan Nanlu

Chaoyang District, Beijing 100004

PRC

Fax: (8610) 8486 1690

Attention: Mr. Lu Chunqing





			
	Re:	 	Shares Purchase Agreement relating to the Purchase of 364,373 Series A Preferred Shares of MIE
Holdings Corporation — FEEL Shareholders Undertakings





Dear Sirs:



We provide this letter to Sino Link Limited (“Sino Link”) pursuant to the Shares Purchase Agreement
relating to the Purchase of 364,373 Series A Preferred Shares of MIE Holdings Corporation (the
“SPA”) dated                     , 2009 among Sino Link, Far East Energy Limited, MIE Holdings Corporation, MI
Energy Corporation, Zhang Ruilin, Zhao Jiangwen and Shang Zhiguo. Save as defined in this letter,
words and expressions defined in the SPA shall have the same meanings when used in this letter.



In connection with the SPA and the transactions contemplated therein, we hereby represent, warrant
and undertake as follows:





	1.	 	WARRANTITES






	 	1.1	 	Warranties by the FEEL Shareholders. Each FEEL Shareholder warrants to Sino Link that:
	 
	 	(a)	 	the FEEL Shareholders are the joint legal owners, free and clear of any Encumbrances,
of all of the issued and outstanding FEEL shares and there are no other shares or rights to
acquire new shares in FEEL and that no person other than a FEEL Shareholder will have any
beneficial interest in any shares in FEEL;
	 
	 	(b)	 	he is not a party to any contract creating rights in respect of any FEEL shares in any
third Person or relating to the voting of FEEL shares or which would
otherwise restrict his ownership of the FEEL shares;
	 
	 	(c)	 	he has the full power and authority and full legal capacity to execute, deliver and
perform his obligations under the SPA and such SPA will be or have been duly




1









 






	 	 	 	executed and delivered and constitute or will constitute a valid and binding
obligation of such FEEL Shareholder enforceable in accordance with its terms,
except that such enforcement may be subject to or limited by bankruptcy,
insolvency, moratorium or other laws affecting creditors’ rights generally and
subject to the application of general principles of equity;






	 	(d)	 	the execution, delivery and performance of the SPA will not result in a breach or
violation of any of the terms and provisions of, or constitute a default under (i) any
Governmental Rule or order applicable to him of any Governmental Authority or any court,
domestic or foreign, having jurisdiction over him or any of his properties or (ii) any
agreement or instrument to which he is a party or by which he is bound or to which any of
his properties is subject, other than, in each case, where such breach, violation or
default has not had, and is not reasonably likely to have, a material adverse effect on his
ability to perform his obligations under the SPA;
	 
	 	(e)	 	except for the relevant approval of and registration with the PRC State Administration
of Foreign Exchange under Circular 75 he is not and will not be required to give any notice
or to make any filing with or obtain any Permit, consent, waiver or other authorization
from any governmental or regulatory authority or other Person in connection with the
execution, delivery and performance of the SPA;
	 
	 	(f)	 	there is no legal, administrative, arbitration or other action or proceeding or
governmental investigation pending, or, to his knowledge, threatened, against him that
challenges the validity or performance of the SPA, or which, if successful, could hinder or
prevent him from performing his obligations hereunder;
	 
	 	(g)	 	he has no contract, arrangement or understanding with any broker, finder or similar
agent with respect to the transactions contemplated by this letter or the SPA; and
	 
	 	(h)	 	in relation to each of the Repayment Agreements dated September 18, 2007, the
Intercompany Loan Agreement dated June 26, 2008, the Tripartite Agreement dated December
31, 2008, and the Guarantee dated January 12, 2009 (collectively, the “Intercompany
Agreements”) to which he is a party, (i) he has the full power and authority and full legal
capacity to execute, deliver and perform such Intercompany Agreement, (ii) such
Intercompany Agreement is a valid and binding agreement of him, enforceable against such
party in accordance with its terms, and (iii) the execution and delivery of it by him do
not, and the performance of the obligations thereunder by him will not, (x) conflict with
any of, or require any other Consent of any Person under any Governmental Rule or
applicable law, or (y) violate any Governmental Rule or any provision of applicable law, or
require any Permit of any Governmental Authority having jurisdiction over him.






	1.2	 	Each FEEL Shareholder hereby acknowledges that each statement in Clause 1.1 above is




2









 






	 	 	true and correct as of the date of the SPA and as of the Completion Date, and Sino Link has
relied upon such warranties to enter into the SPA. Each of the warranties shall be
separate and independent and save as expressly otherwise provided shall not be limited by
reference to any provision in this letter or the SPA.






	1.3	 	During the period from the date of the SPA until the Completion Date, each FEEL Shareholder
shall notify Sino Link in writing immediately if it becomes aware of a fact or circumstance which
would cause any warranty given herein or the undertaking set forth in Clause 2.1 herein to be
unfulfilled, untrue, inaccurate or misleading in any material respect if given in respect of the
facts or circumstances as at any time on or prior to the Completion. Such Updating to Completion
shall not affect any of the conditions precedent to Sino Link’s obligations or satisfaction thereof
under the SPA.
	 
	1.4	 	The warranties set out in Clause 1.1(a) through (g) shall survive indefinitely. The warranties
set out in Clause 1.1(h) shall survive until the General Warranty Expiration Date.
	 
	2.	 	UNDERTAKINGS
	 
	2.1	 	Pre-completion undertakings. During the period from the date of the SPA until the Completion
Date, none of the FEEL Shareholders shall transfer (or create or permit any Encumbrance over) any
interest in any of the shares in FEEL, (except for the creation of Encumbrances over the shares in
FEEL pursuant to the terms of the CITIC KaWah Facility), or allow the creation, grant or issuance
of new shares by FEEL or of any shares or rights to subscribe for, or option warrants or other
securities convertible into or exercisable or exchangeable for the shares in FEEL.
	 
	2.2	 	Post-completion Undertakings. From and after the Completion Date, the FEEL Shareholders shall
maintain a shareholding percentage in FEEL of more than 50% until the date falling on the earliest
of (a) the expiration date of the lock-up period applicable to Sino Link following the Qualified
IPO, (b) the date upon which Sino Link’s shareholding in the Company falls below 3% and (c) the
date falling sixty (60) months from the Completion Date (such earlier date, the “Required
Shareholding Ownership Expiration Date”). During the period from the Completion Date until the
Required Shareholding Ownership Expiration Date, the shares held by the FEEL Shareholders in FEEL
will be free and clear of any and all Encumbrances, other than any Encumbrance as contemplated by
the CITIC KaWah Facility. For the purposes of this Clause 2.2, “shareholding percentage” means,
with respect to the FEEL Shareholders, the ratio (expressed as a percentage) of the number of
shares in FEEL held by the FEEL Shareholders to the aggregate number of all the issued shares of FEEL.
	 
	2.3	 	Further Assurances. Each FEEL Shareholder shall promptly and duly execute and deliver such
documents and take, and cause any relevant Person to take, such further action as may be required
or reasonably desirable in order to carry out effectively and accomplish the intent and purpose of
this letter and the SPA and to establish and protect the rights and remedies created or intended to
be created under this letter.




3









 












	3.	 	NOTICES
	 
	 	 	All notices, consents, and other communications under or pursuant to this letter
(“Notices”) shall be in writing and in the English language and shall be delivered (A) by
hand, (B) by facsimile (with receipt confirmed); provided, however, that a copy is promptly
thereafter mailed by reputable private courier, return receipt requested, (C) by the
addressee or (D) by such other means as the parties may agree from time to time; in each
case to the appropriate addresses and facsimile numbers set forth below (or to such other
addresses or facsimile numbers as a party may designate as to itself by not less than five
(5) Business Days notice to the other parties):





	 	 	 
	if to Sino Link, to:

	 	c/o 14/F, Capital Mansion

6 Xinyuan Nanlu

Chaoyang District, Beijing 100004

PRC

Attention: Mr. Lu Chunqing

Fascsimile: (8610) 8486 1690
	 
	 	 
	if to any FEEL
Shareholder, to:

	 	Suite 406, Block C, Grand Place

5 Hui Zhong Road

Chaoyang District, Beijing 10010, PRC

Attention: Mr. Zhang Ruilin

Fascsimile: (8610) 5123 8866







	4.	 	MISCELLANEOUS
	 
	4.1	 	Governing Law and Arbitration. This letter shall be governed by and construed in accordance
with the English law without regard to conflicts of laws principles. The provisions of Clause 11
of the SPA shall be deemed to be incorporated in this letter in full, mutatis mutandis, save that
references to “this Agreement” shall be construed as references to this letter and references to
“Parties” or “Party” shall be construed as references to parties or party to this letter.
	 
	4.2	 	Assignment. The provisions of this letter shall be binding upon and accrue to the benefit of
the Parties and their respective successors and permitted assigns. Notwithstanding the foregoing,
none of the Parties may assign its rights and obligations in whole or in part hereunder without the
prior written consent of the other party, except that Sino Link may assign its rights under this
letter, in whole or in part, to any Person who acquires Shares held by Sino Link.
	 
	4.3	 	Amendments and waivers. All amendments and other modifications hereof or waivers of the
observance of any term hereof (either generally or in a particular instance
and either retroactively or prospectively) shall be in writing and signed by each of the parties.




4









 












	4.4	 	No Waiver. The failure of a party at any time to require observance or performance by
any other party of any of the provisions of this letter shall in no way affect the party’s
right to require such observance or performance at any time thereafter, nor shall the
waiver by any party of a breach of any provision hereof be taken or held to be a waiver of
any succeeding breach of such provision. The rights and remedies provided in this letter
are cumulative and not exclusive of any rights or remedies otherwise provided by law.
	 
	5.6	 	Counterparts. This letter may be signed in any number of counterparts, each of which is
an original and all of which, taken together, constitute one and the same instrument. This
letter may also be executed and delivered by facsimile signature and in any number of
counterparts, each of which shall be deemed an original and all of which, taken together,
constitute one and the same instruments.





[Remainder of Page Intentionally Left Blank]





5









 








Execution Copy




	 	 	 	 	 
	 	Very truly yours,





ZHANG RUILIN

 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 
	 
	 	ZHAO JIANGWEI

 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 
	 
	 	SHANG ZHIGUO

 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	Accepted and agreed to 
on the terms set
forth above as of the
 date first written
above:





SINO LINK LIMITED

 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



6









 






	 	 	 	 	 



Execution Copy




EXHIBIT B




RESTATED ARTICLES
















 





Company No.: MC-207100




THIRD AMENDED AND RESTATED



MEMORANDUM



AND



ARTICLES OF ASSOCIATION



OF



MIE Holdings Corporation



(Adopted by Special Resolution dated                     , 2009)



Incorporated on the 20th day of March, 2008



INCORPORATED IN THE CAYMAN ISLANDS



 









 





THE COMPANIES LAW (2009 Revision)

OF THE CAYMAN ISLANDS

Exempted Company Limited by Shares



THIRD AMENDED AND RESTATED



MEMORANDUM OF ASSOCIATION



OF



MIE Holdings Corporation



(Adopted by Special Resolution dated                     , 2009)




	1.	 	The name of the Company is MIE Holdings Corporation.
	 
	2.	 	The Registered Office of the Company shall be at the offices of Maples Corporate Services
Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place
as the Directors may from time to time decide.
	 
	3.	 	The objects for which the Company is established are unrestricted and shall include, but without
limitation, the following:






	 	(a)	 	(i)	 	To carry on the business of an investment company and to act as promoters and
entrepreneurs and to carry on business as financiers, capitalists, concessionaires, merchants,
brokers, traders, dealers, agents, importers and exporters and to undertake and carry on and
execute all kinds of investment, financial, commercial, mercantile, trading and other operations.





	 	(ii)	 	To carry on whether as principals, agents or otherwise howsoever the business of
realtors, developers, consultants, estate agents or managers, builders, contractors, engineers,
manufacturers, dealers in or vendors of all types of property including services.






	 	(b)	 	To exercise and enforce all rights and powers conferred by or incidental to the
ownership of any shares, stock, obligations or other securities including without prejudice to
the generality of the foregoing all such powers of veto or control as may be conferred by virtue
of the holding by the Company of some special proportion of the issued or nominal amount thereof,
to provide managerial and other executive, supervisory and consultant services for or in relation
to any company in which the Company is interested upon such terms as may be thought fit.
	 
	 	(c)	 	To purchase or otherwise acquire, to sell, exchange, surrender, lease, mortgage,
charge, convert, turn to account, dispose of and deal with real and personal property and rights
of all kinds and, in particular, mortgages, debentures, produce, concessions, options, contracts,
patents, annuities, licences, stocks, shares, bonds, policies, book debts, business concerns,
undertakings, claims, privileges and choses in action of all kinds.
	 
	 	(d)	 	To subscribe for, conditionally or unconditionally, to underwrite, issue on commission
or otherwise, take, hold, deal in and convert stocks, shares and securities of all kinds and to
enter into partnership




1









 






	 		 	or into any arrangement for sharing profits, reciprocal concessions or cooperation with
any person or company and to promote and aid in promoting, to constitute, form or
organise any company, syndicate or partnership of any kind, for the purpose of
acquiring and undertaking any property and liabilities of the Company or of advancing,
directly or indirectly, the objects of the Company or for any other purpose which the
Company may think expedient.
	 
	 	(e)	 	To stand surety for or to guarantee, support or secure the performance of all or any of
the obligations of any person, firm or company whether or not related or affiliated to the
Company in any manner and whether by personal covenant or by mortgage, charge or lien upon the
whole or any part of the undertaking, property and assets of the Company, both present and
future, including its uncalled capital or by any such method and whether or not the Company shall
receive valuable consideration thereof.
	 
	 	(f)	 	To engage in or carry on any other lawful trade, business or enterprise which may at
any time appear to the Directors of the Company capable of being conveniently carried on in
conjunction with any of the aforementioned businesses or activities or which may appear to the
Directors or the Company likely to be profitable to the Company.






	 	 	In the interpretation of this Amended and Restated Memorandum of Association in general and
of this Article 3 in particular no object, business or power specified or mentioned shall be
limited or restricted by reference to or inference from any other object, business or power, or
the name of the Company, or by the juxtaposition of two or more objects, businesses or powers and
that, in the event of any ambiguity in this Article or elsewhere in this Amended and Restated Memorandum of Association, the same shall
be resolved by such interpretation and construction as will widen and enlarge and not restrict
the objects, businesses and powers of and exercisable by the Company.
	 
	4.	 	Except as prohibited or limited by the Companies Law (as amended) and by the Amended and
Restated Articles of Association of the Company, the Company shall have full power and authority to
carry out any object and shall have and be capable of from time to time and at all times exercising
any and all of the powers at any time or from time to time exercisable by a natural person or body
corporate in doing in any part of the world whether as principal, agent, contractor or otherwise
whatever may be considered by it necessary for the attainment of its objects and whatever else may
be considered by it as incidental or conducive thereto or consequential thereon, including, but
without in any way restricting the generality of the foregoing, the power to make any alterations
or amendments to this Amended and Restated Memorandum of Association and the Amended and Restated
Articles of Association of the Company considered necessary or convenient in the manner set out in
the Amended and Restated Articles of Association of the Company, and the power to do any of the
following acts or things, viz: to pay all expenses of and incidental to the promotion, formation
and incorporation of the Company; to register the Company to do business in any other jurisdiction;
to sell, lease or dispose of any property of the Company; to draw, make, accept, endorse, discount,
execute and issue promissory notes, debentures, bills of exchange, bills of lading, warrants and
other negotiable or transferable instruments; to lend money or other assets and to act as
guarantors; to borrow or raise money on the security of the undertaking or on all or any of the
assets of the Company including uncalled capital or without security; to invest monies of the
Company in such manner as the Directors determine; to promote other companies; to sell the
undertaking of the Company for cash or any other consideration; to distribute assets in specie to
Members of the Company; to make charitable or benevolent donations; to pay pensions or gratuities
or provide other benefits in cash or kind to Directors, officers, employees, past or present and
their families; to purchase Directors and officers liability insurance and to carry on any trade or
business and generally to do all acts and things which, in the opinion of the Company or the
Directors, may be conveniently or profitably or usefully acquired and dealt with, carried on,
executed or done by the Company in connection with the business aforesaid provided, that the
Company shall only carry on the businesses for which a licence is required under the laws of the
Cayman Islands when so licensed under the terms of such laws.
	 
	5.	 	The liability of each Member is limited to the amount from time to time unpaid on such Member’s
Shares.
	 
	6.	 	The share capital of the Company is US$180,000 divided into (i) 15,000,000 Ordinary Shares of a
par




2









 






	 	 	value of US$0.01 each and (ii) 3,000,000 Series A Preferred Shares of a par value of US$0.01,
each with power for the Company insofar as is permitted by law, to redeem or purchase any of
its shares and to increase or reduce the said capital subject to the provisions of the
Companies Law (as amended) and the Amended and Restated Articles of Association and to issue
any part of its capital, whether original, redeemed or increased with or without any
preference, priority or special privilege or subject to any postponement of rights or to any
conditions or restrictions and so that unless the conditions of issue shall otherwise
expressly declare every issue of shares whether declared to be preference or otherwise shall
be subject to the powers hereinbefore contained, provided that, notwithstanding any provision
to the contrary contained in this Amended and Restated Memorandum of Association, the Company
shall have no power to issue bearer shares, warrants, coupons or certificates. Each share in
the Company confers upon the Member those rights set forth in the Amended and Restated
Articles of Association.
	 
	7.	 	The Company shall have the power to register by way of continuation as a body corporate limited
by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in
the Cayman Islands.







3









 








THE COMPANIES LAW (2009 Revision)

OF THE CAYMAN ISLANDS

Company Limited by Shares



THIRD AMENDED AND RESTATED ARTICLES OF



ASSOCIATION



OF



MIE Holdings Corporation



(Adopted by Special Resolution dated                     , 2009)




	1.	 	In these Articles, Table A in the Schedule to the Statute does not apply and, unless there be
something in the subject or context inconsistent therewith,





	 	 	 
	“Additional Securities”

	 	has the meaning ascribed to it in Article 7(d)(v)(A).
	 
	 	 
	“Affiliate”

	 	means, with respect to any specified Person, any other Person who
or which, directly or indirectly, controls, is controlled by, or is
under common control with, such specified Person, including,
without limitation, any general partner, officer, director, member,
manager or employee of such Person and any investment fund now
or hereafter existing that is controlled by or under common control
with one or more general partners or managing members of, or
shares the same management company with, such Person;
provided, that (i) with respect to TPG, Affiliate shall include any
other person that controls, is controlled by, or is under common
control with TPG Star, L.P. and/or its Affiliates, (ii) with respect to
Sino Link, Affiliate shall only include any other person that
directly controls and holds a majority interest in Sino Link; (ii)
with respect to FEEL, Affiliate shall include Zhang Ruilin and
Zhao Jiangwei and each of their respective Affiliates.
	 
	 	 
	“Annual General Meeting”

	 	has the meaning ascribed to it in Article 40(a).
	 
	 	 
	“Articles”

	 	means these Articles as from time to time altered by Special
Resolution and duly filed with the Registrar of Companies.
	 
	 	 
	“Auditors”

	 	means the persons for the time being performing the duties of
auditors of the Company.
	 
	 	 
	“Board”

	 	means the board of directors of the Company.
	 
	 	 
	“Business Day”

	 	means any day that is not a Saturday, a Sunday or a day on which
banks are required or permitted to be closed in the Hong Kong
SAR or the People’s Republic of China.






4









 






	 	 	 
	“Chairman”

	 	has the meaning ascribed to it in Article 92.
	 
	 	 
	“CITIC KaWah Facility”

	 	means the US$200,000,000 Transferable Term Loan and
Revolving Credit Facility Agreement dated 28 July 2009 between
MI Energy Corporation as borrower, CITIC Ka Wah Bank Limited
as facility agent and offshore security agent, China CITIC Bank
Corporation Limited, Guangzhou Branch as onshore security
agent, and the banks and other financial institutions named therein
as lenders.
	 
	 	 
	“Class”

	 	means any class of shares as may from time to time be issued by
the Company.
	 
	 	 
	“Company”

	 	means MIE Holdings Corporation.
	 
	 	 
	“Company Employee Share
Option Scheme”

	 	means any employee incentive scheme pursuant to which the
Company may issue Shares or options for Shares constituting up to
5% of the share capital of the Company as of the date hereof
pursuant to a plan approved by the Board.
	 
	 	 
	“control”

	 	means possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such other
Person (whether through ownership interest, by contract or
otherwise); provided, however, that, in any event, any Person that
owns directly or indirectly more than fifty percent (50%) of the
ordinary voting interests in such other Person shall be deemed to
control such other Person.
	 
	 	 
	“Conversion Price”

	 	means the Original Conversion Price applicable to the Series A
Preferred Shares, subject to adjustment as provided below in
Article 7(d)(v).
	 
	 	 
	“Conversion Rate”

	 	means the number of Ordinary Shares into which a Series A
Preferred Share is convertible.
	 
	 	 
	“Conversion Rights”

	 	has the meaning ascribed to it in Article 7(d).
	 
	 	 
	“Cut-Off Date”

	 	has the meaning ascribed to it in Article 10(b)(ii).
	 
	 	 
	“debenture”

	 	means debenture stock, mortgages, bonds and any other such
securities of the Company whether constituting a charge on the
assets of the Company or not.
	 
	 	 
	“Directors”

	 	means the directors for the time being of the Company.
	 
	 	 
	“dividend”

	 	includes an interim dividend and bonus.
	 
	 	 
	“Electing Offeree” and
“Electing Offerees”

	 	have the meaning ascribed to them in Article 10(b)(ii).
	 
	 	 
	“Encumbrance”

	 	means any deed to secure debt, assignment, security right, pledge,
lien, charge, option, encumbrance and claim or right of any kind of
third persons, whether voluntarily incurred or arising by operation






5









 






	 	 	 
	 

	 	of law, including any agreement to give any of the foregoing in the
future, and in relation to shares in the issued shares capital of a
company, any right to appoint a proxy, exercisable by any party
other than the holder of such shares.
	 
	 	 
	“Excluded Shares”

	 	means (i) Ordinary Shares issued and outstanding on the date
hereof; (ii) Series A Preferred Shares issued and outstanding on the
date hereof; (iii) [intentionally left blank]; (iv) Ordinary Shares
issued or deemed to have been issued pursuant to a stock grant,
stock option, option plan, purchase plan or other employee stock
incentive program or agreement, in each case, where the grant of
such options is approved by the Board; (v) Ordinary Shares issued
or issuable upon conversion of the Series A Preferred Shares; (vi)
all Shares issued as a dividend or distribution on Series A Preferred
Shares; (vii) Ordinary Shares issued or issuable in a Qualified
IPO; and (viii) Ordinary Shares or any class of preferred shares
issued or deemed to have been issued as a result of any liquidation
or winding up of the Company.
	 
	 	 
	“Extended Cut-Off Date”

	 	has the meaning ascribed to it in Article 10(b)(iii).
	 
	 	 
	“Extended Preemption
Cut-Off Date”

	 	has the meaning ascribed to it in Article 6(b)(ii).
	 
	 	 
	“FEEL”

	 	means Far East Energy Limited, a company incorporated in the
Special Administration Region of Hong Kong.
	 
	 	 
	“Indebtedness”

	 	means all (i) funded indebtedness of the Company and its
Subsidiaries, including, (A) all funded obligations for borrowed
money, (B) funded obligations evidenced by bonds, notes,
debentures, loan agreements or similar instruments, (C) otherwise
as an account party in respect of or arising under letters of credit,
bankers’ acceptances, bank guaranties, surety bonds and similar
instruments, (ii) the aggregate amount required to be capitalized
under leases under which the Company or any of its Subsidiaries is
the lessee, (iii) obligations of the Company or any of its
Subsidiaries for deferred purchase price of property or services
(other than trade accounts payable in the ordinary course of
business), and (iv) all accrued and unpaid interest on any of the
foregoing.
	 
	 	 
	“JMC Budget”

	 	has the meaning as ascribed to it in Article 98 (c)(ix).
	 
	 	 
	“Liquidation Preference”

	 	has the meaning as ascribed to it in Article 7(c)(i).
	 
	 	 
	“Material Subsidiary”

	 	means MIE and any other member of the MIE Group having more
than 10% of the assets of the MIE Group as shown in the latest
financial statements of that entity.
	 
	 	 
	“Member”

	 	means each person whose name is, from time to time and for the
time being, entered in the register of Members as the holder of one
or more Shares.
	 
	 	 
	“Memorandum”

	 	means the Memorandum of Association of the Company as
amended from time to time altered by Special Resolution and duly
filed with the Registrar of Companies.






6









 






	 	 	 
	“MIE”

	 	means MI Energy Corporation, an exempted company
incorporated with limited liability in the Cayman Islands.
	 
	 	 
	“MIE Group”

	 	means the Company, its Subsidiaries and other entities controlled
directly or indirectly by the Company.
	 
	 	 
	“Minimum Shareholding
Percentage”

	 	means a Shareholding Percentage of not less than five percent (5%).
	 
	 	 
	“month”

	 	means calendar month.
	 
	 	 
	“New Securities”

	 	means Shares or rights, options, warrants or other securities

convertible into or exercisable or exchangeable for Shares issued

by the Company, other than Shares issued or issuable:
	 
	 	 
	 

	 	(a)    pursuant to the Company Employee Share Option Scheme;
	 
	 	 
	 

	 	(b)    upon conversion of the Series A Preferred Shares;
	 
	 	 
	 

	 	(c)    as a dividend or other distribution on the Series A Preferred Shares;
	 
	 	 
	 

	 	(d)    pursuant to a Qualified IPO; and
	 
	 	 
	 

	 	(e)    in connection with any stock split or stock dividend.
	 
	 	 
	“Non-Competing Person”

	 	means any Person that is not engaged, directly or indirectly, in a
competing business, it being understood that TPG and Sino Link are
Non-Competing Persons.
	 
	 	 
	“Non-Offering Members”

	 	has the meaning ascribed to it in Article 10(b)(i).
	 
	 	 
	“Offered Shares”

	 	has the meaning ascribed to it in Article 10(b)(i).
	 
	 	 
	“Offering Member”

	 	has the meaning ascribed to it in Article 10(b)(i).
	 
	 	 
	“Ordinary Directors”

	 	has the meaning ascribed to it in Article 70.
	 
	 	 
	“Ordinary Resolution”

	 	means a resolution passed by a simple majority of the votes of such
Members as, being entitled to do so, vote in person or, where
proxies are allowed, by proxy at a general meeting, and includes a
unanimous written resolution.
	 
	 	 
	“Ordinary Shares”

	 	means the ordinary shares in the capital of the Company, of par
value US$0.01 each.
	 
	 	 
	“Ordinary Shares
Equivalents”

	 	has the meaning ascribed to it in Article 7(d)(v)(A).
	 
	 	 
	“Original Conversion Price”

	 	means an amount equal to the Series A Preferred Shares Purchase
Price.
	 
	 	 
	“paid-up”

	 	means paid-up and/or credited as paid-up.






7









 






	 	 	 
	“Participant”

	 	has the meaning ascribed to it in Article 10(c)(ii).
	 
	 	 
	“Person”

	 	means any natural person, individual, partnership, joint venture,
company, corporation, trust, estate, juridical entity, firm,
association, statutory body, unincorporated organization, or
governmental authority or any other entity whether acting in an
individual, fiduciary or other capacity.
	 
	 	 
	“Preemption Cut-Off Date”

	 	has the meaning ascribed to it in Article 6(b)(i).
	 
	 	 
	“Proposed Transfer”

	 	means any Transfer of any Shares (or any interest therein) proposed
by any Member.
	 
	 	 
	“Prospective Transferee”

	 	means any Person to whom a Member proposes to make a
Proposed Transfer, including a Proposed Transfer by FEEL
pursuant to Article 10(e).
	 
	 	 
	“Qualified IPO”

	 	means an underwritten public offering by the Company of its
Shares on a Recognised Stock Exchange pursuant to a prospectus
or offering circular under applicable securities laws resulting in the
shares of the Company becoming freely tradable.
	 
	 	 
	“Recognized Stock
Exchange”

	 	means NASDAQ, the New York Stock Exchange, the Toronto
Stock Exchange, the Australian Securities Exchange, the Euronext
Paris, the Tokyo Stock Exchange, the Deutsche Borse, or the main
board of any of the Stock Exchange of Hong Kong Limited, the
Singapore Stock Exchange, or the London Stock Exchange, or any
other stock exchange of equal standing reasonably agreed by TPG.
	 
	 	 
	“registered office”

	 	means the registered office for the time being of the Company.
	 
	 	 
	“Remaining New
Securities”

	 	has the meaning ascribed to it in Article 6(b)(iii).
	 
	 	 
	“Scheduled Completion
Date”

	 	has the meaning ascribed to it in Article 10(b)(v).
	 
	 	 
	“Seal”

	 	means the common seal of the Company and includes every
duplicate seal.
	 
	 	 
	“Secretary”

	 	includes an Assistant Secretary and any person appointed to
perform the duties of Secretary of the Company.
	 
	 	 
	“Series A Preferred Shares”

	 	means the Series A preferred shares in the capital of the Company,
of par value US$0.01 each.
	 
	 	 
	“Series A Preferred Shares
Purchase Price”

	 	means US$24.6999.
	 
	 	 
	“Shareholders’ Agreement”

	 	means the amended and restated shareholders agreement dated
                    , 2009 by and among TPG, Sino Link, FEEL, MIE, the
Company and certain other shareholders of the Company, as
amended or supplemented from time to time.
	 
	 	 
	“Shareholding Effective
Date”

	 	means the date on which a person becomes a Member of the
Company.






8









 






	 	 	 
	“Shareholding Percentage”

	 	means, with respect to any Member, the ratio (expressed as a
percentage) of the number of Shares owned, directly or indirectly,
by such Member and its Affiliates to the aggregate number of all
the issued Shares. For the purposes of determining the number of
Shares held by the Members, all Series A Preferred Shares shall be
deemed to have been converted into Ordinary Shares at the
then-applicable conversion ratio.
	 
	 	 
	“Shares”

	 	means the Ordinary Shares and Series A Preferred Shares, and any
other shares of the Company, whether fully or partly paid.
	 
	 	 
	“Sino Link”

	 	means Sino Link Limited, an exempted company incorporated in
Cayman Islands with limited liability.
	 
	 	 
	“Sino Link SPA”

	 	means the shares purchase agreement dated October ___, 2009
entered by and among Sino Link, FEEL, MIE, the Company,
Zhang Ruilin, Zhao Jiangwei and Shang Zhiguo, as amended or
supplemented from time to time.
	 
	 	 
	“Special Board Approval”

	 	means the approval of a majority of the directors of the Board
present and voting at a duly convened meeting, provided that the
TPG Director shall not have voted against such action.
	 
	 	 
	“Special Resolution”

	 	has the same meaning as specified in Article 63 and includes a
unanimous written resolution.
	 
	 	 
	“Statute”

	 	means the Companies Law (2007 Revision) of the Cayman
Islands, as amended, and every statutory modification or
re-enactment thereof for the time being in force.
	 
	 	 
	“Subsidiary”

	 	means, with respect to any Person:
	 
	 	 
	 

	 	(a)   any company or corporation more than fifty percent (50%) of
whose shares of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of
such company or corporation (irrespectively of whether or not
at the time shares of any class or classes of such company or
corporation shall have or might have voting power by reason of
the happening of any contingency) is at the time owned by such
Person directly or indirectly through one or more Subsidiaries
of such Person; and

	 
	 	 
	 

	 	(b)   any partnership, association, joint venture or other entity in
which such Person directly or indirectly through one or more
Subsidiaries of such Person has more than a fifty percent (50%)
equity interest.

	 
	 	 
	“Tag-Along Notice”

	 	has the meaning ascribed to it in Article 10(c)(i).
	 
	 	 
	“Tag-Along Offer”

	 	has the meaning ascribed to it in Article 10(c)(i).
	 
	 	 
	“Tag-Along Seller”

	 	has the meaning ascribed to it in Article 10(c)(i).
	 
	 	 
	“TPG”

	 	means TPG Star Energy Ltd., an exempted company incorporated
with limited liability in the Cayman Islands, and/or one or more of
its Affiliates.






9









 






	 	 	 
	“TPG Director”

	 	has the meaning ascribed to it in Article 70.
	 
	 	 
	“TPG SPA”

	 	means the Series A Preferred Shares Subscription and Put Option
Agreement dated June 19, 2009 by and among TPG, FEEL, the
Company and MIE, as amended or supplemented from time to
time.
	 
	 	 
	“Trade Sale”

	 	means a sale of all of the Shares.
	 
	 	 
	“Transfer”

	 	means the direct or indirect sale, offer to sell, pledge, mortgage,
encumbrance, gift, assignment, transfer or disposition of Shares, or
any rights or interest therein or afforded thereby, or entering into
any contract or agreement to do any of the foregoing, voluntarily or
involuntarily.
	 
	 	 
	“Transfer Notice”

	 	has the meaning ascribed to it in Article 10(b)(i).
	 
	 	 
	“written” and “in writing”

	 	include all modes of representing or reproducing words in visible
form.







	 	 	Words importing the singular number only include the plural number and vice versa.
	 
	 	 	Words importing the masculine gender only include the feminine gender.
	 
	 	 	Words importing persons also include corporations.
	 
	2.	 	The business of the Company may be commenced as soon after incorporation as the Directors
shall see fit, notwithstanding that only part of the Shares may have been allotted.
	 
	3.	 	The Directors may pay, out of the capital or any other monies of the Company, all expenses
incurred in or about the formation and establishment of the Company including the expenses of
registration.





CERTIFICATES FOR SHARES





	4.	 	Certificates representing shares of the Company shall be in such form as shall be determined
by the Directors and shall be issued to all persons who hold shares of the Company. Such
certificates may be under Seal. All certificates for shares shall be consecutively numbered or
otherwise identified and shall specify the shares to which they relate. The name and address of
the person to whom the shares represented thereby are issued, with the number of shares and date
of issue, shall be entered in the register of Members of the Company. All certificates
surrendered to the Company for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been surrendered and
cancelled. The Directors may authorise certificates to be issued with the seal and authorised
signature(s) affixed by some method or system of mechanical process. Each certificate
representing the Shares or any other securities issued in respect of the Shares upon any stock
splits, stock dividend, recapitalisation, merger or similar event, shall be stamped or otherwise
imprinted with a legend in substantially the following form (in addition to any legends required
by agreement or by applicable securities laws):
	 
	 	 	THE SHARES REPRESENTED BY THIS SHARE CERTIFICATE ARE SUBJECT TO AND MAY BE TRANSFERRED
ONLY IN COMPLIANCE WITH THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT DATED AS OF
                    , 2009, AMONG THE HOLDER OF THIS CERTIFICATE, CERTAIN OTHER SHAREHOLDERS OF THE
COMPANY, MI ENERGY CORPORATION AND THE COMPANY.




10









 






	5.	 	Notwithstanding Article 4 of these Articles, if a share certificate be defaced, lost or
destroyed, it may be renewed on payment of a fee of one dollar (US$1.00) or such less sum and on
such terms (if any) as to evidence and indemnity and the payment of the expenses incurred by the
Company in investigating evidence, as the Directors may prescribe.





ISSUE OF SHARES





	6. 	(a)	 	Subject to the provisions, if any, in that behalf in the Memorandum and these Articles and
to any direction that may be given by the Company in general meeting and without prejudice to any
special rights previously conferred on the holders of existing shares, the Directors may allot,
issue, grant options over or otherwise dispose of shares of the Company (including fractions of a
share) with or without preferred, deferred or other special rights or restrictions, whether in
regard to dividend, voting, return of capital or otherwise and to such persons, at such times and
on such other terms as they think proper; provided, always that, notwithstanding any provision to
the contrary contained in these Articles, the Company shall be precluded from issuing bearer
shares, warrants, coupons or certificates.






	 	(b)	 	Preemption Rights. Each Member shall have the right to purchase a pro rata portion
(based on its Shareholding Percentage) of New Securities that the Company may, from time to
time propose to sell and issue. The preemption rights granted under this Article 6(b) shall be
subject to the following provisions:






	 	(i)	 	In the event that the Company proposes to undertake an issuance of New Securities, it
shall give each Member written notice of its intention, describing the type of New Securities,
the price, and the general terms upon which the Company proposes to issue the same. Each Member
shall have thirty (30) days after receipt of such notice (the “Preemption Cut-Off Date”) to agree
to purchase up to its pro rata portion
(based on its Shareholding Percentage) of such New Securities at the price and upon the terms
specified in the notice by giving written notice to the Company and stating therein the quantity
of New Securities to be purchased. If a Member fails to exercise the right to purchase its full
pro rata portion (based on its Shareholding Percentage) of the New Securities, each of the other
participating Members may exercise an additional right to purchase, on a pro rata basis (based on
the proportion its Shareholding Percentage bears to the aggregate Shareholding Percentage of the
participating Members), the New Securities not previously purchased.
	 
	 	(ii)	 	If some (but not all) of the Members do not elect to purchase their pro rata portion of
such New Securities by the Preemption Cut-Off Date, each of the participating Members shall have
the right, exercisable for a period of fifteen (15) days after the Preemption Cut-Off Date (the
last day of which shall be the “Extended Preemption Cut-Off Date”), to purchase all or any
portion of the New Securities not purchased by the participating Members pursuant to Article
6(b)(i) pro rata (based on the proportion its Shareholding Percentage bears to the aggregate
Shareholding Percentage of the other participating Members).
	 
	 	(iii)	 	If none of the Members have exercised their right to purchase the New Securities by
the end of the Preemption Cut-Off Date or the collective participating Members have not offered
to purchase all of the New Securities by the end of the Extended Preemption Cut-Off Date (such
unpurchased New Securities, the “Remaining New Securities”), then the Company may sell all (but
not less than all) of the Remaining New Securities to a third Person.
	 
	 	(iv)	 	Regardless of whether the Members exercise their preemption rights granted under this
Article 6(b) by the Preemption Cut-Off Date or the Extended Preemption Cut-Off Date (as the case
may be), the Company shall have sixty (60) days after the Extended




11









 






	 	 	 	Preemption Cut-Off Date to sell (or enter into an agreement pursuant to which
the sale of New Securities covered thereby shall be closed, if at all, within
sixty (60) days from the date of said agreement) the New Securities at a price
and upon terms no more favourable to the purchasers thereof than specified in
the Company’s notice to the Members, provided that such purchaser(s) shall
agree to be bound by the terms hereof and shall thereby become bound by the
terms and conditions of these Articles. In the event the Company has not sold
the New Securities within such 60-day period (or sold and issued New Securities
in accordance with the foregoing within sixty (60) days from the date of such
agreement) the Company shall not thereunder issue or sell any New Securities
without first offering such New Securities to the Members in the manner
provided above. The completion of the sale of New Securities to the
participating Members and other purchasers shall occur simultaneously.






	 	(c)	 	Termination. The preemption rights granted under Article 6(b) shall expire
immediately upon the occurrence of a Qualified IPO or a Trade Sale.





SERIES A PREFERRED SHARES





	7.	 	The rights, preferences, privileges and restrictions granted to and imposed upon the Series A
Preferred Shares and the holders thereof are as follows:






	 	(a)	 	Voting Rights. Except as required by law or as provided to the contrary herein, the
holders of the Series A Preferred Shares and the holders of the Ordinary Shares shall for
voting purposes be deemed to be members of the same class of share capital and shall vote
together. Each Series A Preferred Share shall have such number of votes equal to the number of
Ordinary Shares into which such Series A Preferred Shares is convertible at the time
the vote is taken.
	 
	 	(b)	 	Dividends. The Series A Preferred Shares shall accrue dividends as determined by the
Board. Notwithstanding the foregoing, the holders of the Series A Preferred Shares shall be
entitled to participate pro rata in any dividends paid on the Ordinary Shares on an
as-if-converted basis, in which case, the Series A Preferred Shares shall confer upon the
holders thereof the right, in priority to any rights of the holders of any other class of Shares (including the Ordinary Shares), to receive
such dividends.
	 
	 	(c)	 	Liquidation Preference.






	 	(i)	 	In the event of any liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, each holder of the Series A Preferred Shares shall be entitled to
receive, prior and in preference to any distribution of any of the assets or funds of the Company
to the holders of any other class of shares of the Company ranked junior to the Series A
Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof,
the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for
any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the
Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y)
any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such
amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares
been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding
up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event,
the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be
insufficient to permit the payment to such holders of the full Liquidation Preference, then the
entire assets and funds of the Company legally available for distribution shall be distributed
pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation
Preference each such holder is otherwise entitled to receive. If any holder of Series A
Preferred




12









 






	 	 	 	Shares shall be deemed to have converted Series A Preferred Shares into
Ordinary Shares pursuant to this paragraph, then such holder shall not be
entitled to receive any distribution that would otherwise be made to holders of
Series A Preferred Shares that have not converted (or have not been deemed to
have converted) into Ordinary Shares.
	 
	 	(ii)	 	After the payment of the Liquidation Preference to the holders of the Series A
Preferred Shares, the remaining assets shall be distributed ratably to the holders of the
Ordinary Shares.
	 
	 	(iii)	 	Unless the holders of a majority of the Series A Preferred Shares then outstanding
shall elect or determine otherwise by written consent, a consolidation or merger of the Company
with or into any other Person in which the holders of the Shares as of immediately prior to such
merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the
surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of
the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to
receive in cash, securities or other property (with any non-cash amounts being valued as provided
in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii).
	 
	 	(iv)	 	Subject to the following provisions of this Article 7(c)(iv), the value of any assets,
securities or other property (other than cash) to be received by the Members pursuant to Articles
7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as
determined in good faith by the Board, if any (taking into account, if applicable, any
restrictions on the free marketability of such assets, securities or other property, arising
under applicable securities laws or otherwise, other than restrictions arising solely by virtue
of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a
change of control of the Company), except that any securities to be distributed to Members of the
Company in any liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary, or a change of control of the Company, shall be valued as follows.






	 	(A)	 	The method of valuation of securities not subject to investment letter or other similar
restrictions on free marketability shall be as follows:






	 	(I)	 	if the securities are then traded on a Recognised Stock Exchange (or a similar national
quotation system), then the value shall be deemed to be the average of the closing prices of the
securities on such exchange or system over the 30-day period ending three (3) days prior to the
distribution;
	 
	 	(II)	 	if the securities are then actively traded over-the-counter, then the value shall be
deemed to be the average of the closing bid or sale prices (whichever is applicable) over the
30-day period ending three (3) days prior to the distribution; and
	 
	 	(III)	 	if there is no active public market for the securities, then the value shall be the
fair market value thereof, as determined in good faith by the Board.






	 	(B)	 	The method of valuation of securities subject to investment letter or other restrictions
on free marketability shall be to make an appropriate discount from the market value determined
as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the
approximate fair market value thereof, as determined in good faith by the Board.






	 	(d)	 	Conversion of Series A Preferred Shares into Ordinary Shares. The Series A Preferred




13









 






	 	 	 	Shares shall have conversion rights into Ordinary Shares as follows (the “Conversion
Rights”):






	 	(i)	 	Each Series A Preferred Share shall be convertible, at the option of the holder
thereof, at any time, into such number of fully paid Ordinary Shares as is determined by
dividing the Original Conversion Price applicable to such Series A Preferred Shares by the
Conversion Price applicable to the Series A Preferred Shares in effect at the time of
conversion. The initial Conversion Rate for each Series A Preferred Share shall be 1.00
and the Conversion Price shall be subject to adjustment as described below.
	 
	 	(ii)	 	Each Series A Preferred Share shall automatically convert (or if automatic
conversion is not legally possible, then each holder thereof shall request the conversion
of its Series A Preferred Shares) into such number of fully paid Ordinary Shares as is
determined by the Conversion Rate applicable to the Series A Preferred Shares at the time,
(i) immediately prior to the consummation of a Qualified IPO, (ii) on the date upon which
the Company obtains the consent of the holders of at least eighty-five percent (85%) of
the then outstanding Series A Preferred Shares, voting as a single class, or (iii)
forty-eight (48) months after the date of the completion of the Company’s initial Series A
Preferred Shares financing.
	 
	 	(iii)	 	Before any holder of Series A Preferred Shares shall be entitled to convert the
same into Ordinary Shares and to receive a certificate or certificates therefor, such
holder shall deliver one or more share transfer certificates duly executed by it together
with any share certificate(s) representing the Series A Preferred Shares to be converted,
at the office of the Company or of any transfer agent for the Series A Preferred Shares,
and shall give written notice to the Company at such office that such holder elects to
convert the same; provided, however, that in the event of an automatic conversion pursuant
to Article 7(d)(ii), the outstanding Series A Preferred Shares shall be converted
automatically without any further action by the holders of such shares and whether or not
duly executed share transfer certificate(s) are delivered or the certificate(s)
representing such shares are surrendered to the Company or its transfer agent; and
provided, further, that the Company shall not be obligated to issue certificate(s)
evidencing Ordinary Shares issuable upon such automatic conversion unless the duly
executed share transfer certificate(s) and share certificate(s) evidencing such Series A
Preferred Shares are either delivered to the Company or its transfer agent as provided
above, or the holder notifies the Company or its transfer agent that such share
certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory
to the Company to indemnify the Company from any loss incurred by it in connection with
such lost, stolen or destroyed share certificate(s). The Company shall, as soon as practicable after such delivery, or after
execution of such agreement in the case of lost, stolen or destroyed
certificate(s), issue and deliver at such office to such holder of Series A
Preferred Shares, a certificate or certificates for the number of Ordinary
Shares to which the holder shall be entitled and a check or a wire transfer
payable to the holder in the amount of any cash amounts payable as the result
of a conversion into fractional Ordinary Shares. Such conversion shall be
deemed to have been made immediately prior to the close of business on the date
of such delivery of the share transfer certificates or such surrender of the
Series A Preferred Shares to be converted, or in the case of automatic
conversion, on the date
of closing of the Qualified IPO, on the date of consent of the holders of 85%
of the then outstanding Series A Preferred Shares, voting as a single class, or
on the date falling forty-eight (48) months after the date of the completion of
the Company’s initial Series A Preferred Shares financing, and the Person or
Persons entitled to receive the Ordinary Shares issuable upon such conversion
shall be treated for all purposes as the record holder or holders of the
Ordinary Shares on such date.




14









 






	 	(iv)	 	No fractional Ordinary Shares shall be issued upon conversion of Series A Preferred
Shares. In lieu of any fractional shares to which the holder of any Series A Preferred Shares
would otherwise be entitled, the Company shall pay cash to such holder equal to such fraction
multiplied by the fair market value of one such Series A Preferred Share as determined in good
faith by the Board. Whether or not fractional shares are issuable upon such conversion shall be
determined on the basis of the total number of Series A Preferred Shares of each holder at the
time converting into Ordinary Shares and the aggregate number of Ordinary Shares issuable upon
such conversion.
	 
	 	(v)	 	The Conversion Price shall be subject to adjustment from time to time as follows:






	 	(A)	 	If the Company at any time sells or issues (or, pursuant to this Article 7(d)(v), is
deemed to have issued) any unissued Ordinary Shares or preferred shares or other Shares,
warrants, options or other rights to purchase or otherwise acquire Shares (on an as converted
basis) of the Company or securities convertible into or exchangeable for additional Shares of the
Company, other than Excluded Shares (collectively, the “Additional Securities”), for a
consideration per share less than the Conversion Price then in effect, such Conversion Price
shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent)
determined by multiplying such Conversion Price in effect on the date of and immediately prior to
such issue by a fraction, (1) the numerator of which shall be the sum of (A) the number of
Ordinary Shares issued and outstanding immediately prior to such issue, (B) the number of
Ordinary Shares issuable upon conversion of all Series A Preferred Shares issued and outstanding
immediately prior to such issue, (C) the number of Ordinary Shares issuable upon conversion or
exercise of convertible securities (other than the Series A Preferred Shares), options, and
warrants outstanding immediately prior to such issue (collectively, with (A) and (B), the
“Ordinary Shares Equivalents”), and (D) the number of Ordinary Shares which the aggregate
consideration received by the Company for the total number of Additional Securities so issued
would purchase at the Conversion Price in effect on the date of and immediately prior to such
issue; and (2) the denominator of which shall be the sum of (A) the Ordinary Shares Equivalents,
and (B) the number of such Additional Securities so issued.






	 	(I)	 	For the purposes of any adjustment of any Conversion Price pursuant to this Article
7(d)(v)(A), the consideration received by the Company for the issue of any Additional Securities
shall be determined as follows:






	 	(a)	 	In the case of the issuance of Ordinary Shares for cash, the consideration shall be
deemed to be the amount of cash paid therefor after deducting any offering discounts,
commissions, compensation or expenses paid or incurred by the Company in connection with the
issuance and sale thereof.
	 
	 	(b)	 	In the case of the issuance of Ordinary Shares for a consideration in whole or in part
other than cash, the consideration other than cash shall be deemed to be the fair market value
thereof as determined in good faith by the Board.
	 
	 	(c)	 	In the case of the issuance of (i) options to purchase or




15









 






	 	 	 	rights to subscribe for or purchase Ordinary Shares
(other than Excluded Shares), (ii) securities by their
terms convertible into or exchangeable for Ordinary
Shares (other than Excluded Shares), or (iii) options
to purchase or rights to subscribe for or purchase
such convertible or exchangeable securities:






	 	(i)	 	the aggregate maximum number of Ordinary Shares issuable upon
exercise of such options to purchase or rights to subscribe for Ordinary
Shares shall be
deemed to have been issued at the time such options or rights were issued
and for a consideration equal to the consideration, if any, received or to
be received by the Company upon the issuance of such options or rights
plus the additional minimum consideration, if any, received or to be
received by the Company for the exercise of such options or rights for the
Ordinary Shares covered thereby;
	 
	 	(ii)	 	the aggregate maximum number of Ordinary Shares deliverable upon
conversion of or in exchange for any such convertible or exchangeable
securities, or upon the exercise of options to purchase or rights to
subscribe for such convertible or exchangeable securities and subsequent
conversion or exchange thereof, shall be deemed to have been issued at the
time such securities were issued or such options or rights were issued and
for a consideration equal to the consideration, if any, received or to be
received by the Company for any such securities and related options or
rights (excluding any cash received on account of accrued interest or
accrued dividends), plus the additional minimum consideration, if any,
received or to be received by the Company upon the conversion or exchange
of such securities or the exercise of any related options or rights.
	 
	 	(iii)	 	on any change in the number of Ordinary Shares deliverable upon
exercise of any such options or rights, or conversion of or exchange for
such convertible or exchangeable securities, or on any change in the
minimum consideration for such options, rights or securities, other than a
change resulting from the antidilution provisions of such options, rights
or securities, then, upon such change becoming effective, such Conversion
Price shall forthwith be readjusted to such Conversion Price as would have
been obtained had such change been in effect upon the original issuance of
such options, rights or securities; and
	 
	 	(iv)	 	on the expiration of any such options or rights, the termination
of any such rights to convert or exchange, or the expiration of any
options or rights related to such convertible or exchangeable securities,
or upon any redemption or repurchase of




16









 






	 	 	 	any such options, rights or securities, such
Conversion Price shall forthwith be readjusted
to such Conversion Price as would have been
obtained had the adjustment made upon the
issuance of such options, rights, convertible or
exchangeable securities, or options or rights
related to such convertible or exchangeable
securities, as the case may be, been made upon
the basis of the issuance of only the number of
Ordinary Shares actually issued upon the
exercise of such options or rights, upon the
conversion or exchange of such convertible or
exchangeable securities, or upon the exercise of
the options or rights related to such
convertible or exchangeable securities, as the
case may be.






	 	(II)	 	All outstanding Excluded Shares (including shares issuable upon conversion of
the Series A Preferred Shares) shall be deemed to be outstanding for all purposes of the
computations of this Article 7(d)(v)(A).






	 	(B)	 	If the number of Ordinary Shares outstanding at any time is increased by a share
dividend payable in Ordinary Shares or by a subdivision or split-up of Ordinary Shares,
then, on the date such payment is made or such change is effective, the Conversion Price
applicable to the Series A Preferred Shares shall be appropriately decreased so that the
number of Ordinary Shares issuable on conversion of any Series A Preferred Shares shall be
increased in proportion to such increase
of outstanding shares.
	 
	 	(C)	 	If the number of Ordinary Shares outstanding at any time is decreased by a
combination of the outstanding Ordinary Shares, then, on the effective date of such
combination, the Conversion Price applicable to the Series A
Preferred Shares shall be appropriately increased so that the number
of Ordinary Shares issuable on conversion of any Series A Preferred
Shares shall be decreased in proportion to such decrease in
outstanding shares.
	 
	 	(D)	 	Subject to the provisions of Article 7(c), at any time, if there shall occur any
reorganization, recapitalization or any reclassification of the Shares (other than as a
result of a share dividend or subdivision, split-up or combination of shares as provided
above), or the consolidation or merger of the Company with or into another Person (other
than a consolidation or merger in which the Company is the continuing entity and which
does not result in any change in the Ordinary Shares), the Series A Preferred Shares
shall, after such reorganization, recapitalization, reclassification, consolidation or
merger, be convertible (in lieu of the Ordinary Shares) into the kind and number of shares
or other securities or property of the Company or otherwise to which such holder would
have been entitled if immediately prior to such reorganization, recapitalization,
reclassification, consolidation or merger, such holder had converted its Series A
Preferred Shares into Ordinary Shares. The provisions of this Article shall similarly
apply to successive reorganizations, recapitalizations, reclassifications, consolidations
or mergers.
	 
	 	(E)	 	In the event that the Company at any time shall declare a cash dividend upon its
Ordinary Shares payable otherwise than out of retained earnings or shall distribute to
holders of its Ordinary Shares share capital (other than Ordinary Shares), shares or other
securities of other Persons,




17









 






	 	 	 	evidences of indebtedness issued by the Company or other Persons,
assets (excluding cash dividends) or options or rights (excluding
options to purchase and rights to subscribe for Ordinary Shares or
other securities of the Company convertible into or exchangeable for
Ordinary Shares), then, in each such event, the holders of the
Series A Preferred Shares shall, concurrent with the distribution to
holders of the Ordinary Shares, receive a like distribution based
upon the number of Ordinary Shares into which the Series A Preferred
Shares are then convertible.
	 
	 	(F)	 	All calculations under this Article 7(d)(v) shall be made to the nearest cent or
to the nearest one hundredth (1/100) of a share, as the case may be.






	 	(vi)	 	No adjustment in a Conversion Price need be made if such adjustment would result
in a change in such Conversion Price of less than US$0.01. Any adjustment of less than
US$0.01 which is not made shall be carried forward and shall be made at the time of and
together with any subsequent adjustment which, on a cumulative basis, amounts to an
adjustment of US$0.01 or more in a Conversion Price.
	 
	 	(vii)	 	The Company will not through any reorganization, recapitalization,
reclassification, transfer of assets, consolidation, merger, dissolution, issue or sale of
securities, or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed hereunder by the Company, but
shall at all times in good faith assist in the carrying out of all the provisions of this
Article 7(d) and in the taking of all such action as may be necessary or appropriate in
order to protect the Conversion Rights of the holders of the Series A Preferred Shares
against impairment. This provision shall not restrict the Company’s right to amend these provisions
with the requisite Member consent in accordance with these Articles.
	 
	 	(viii)	 	Upon the occurrence of each adjustment or readjustment of the Conversion Rate
applicable to the Series A Preferred Shares pursuant to this Article 7(d), the Company at
its expense shall promptly compute such adjustment or readjustment in accordance with the
terms hereof and prepare and furnish to each affected holder of Series A
Preferred Shares a certificate setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or readjustment is
based. The Company shall, upon written request of any holder of Series A
Preferred Shares furnish or cause to be furnished to such holder a like
certificate setting forth (i) all such adjustments and readjustments, (ii) the
Conversion Rates applicable to each Series A Preferred Share at the time in
effect, and (iii) the number of Ordinary Shares and the amount, if any, of
other property which at the time would be received upon the conversion of such
holder’s Series A Preferred Shares.
	 
	 	(ix)	 	The Company shall at all times reserve and keep available out of its authorized
but unissued Ordinary Shares solely for the purpose of effecting the conversion of the
Series A Preferred Shares such number of its Ordinary Shares as shall from time to time be
sufficient to effect the conversion of all outstanding Series A Preferred Shares; and if
at any time the number of authorized but unissued Ordinary Shares shall not be sufficient
to effect the conversion of all then outstanding Series A Preferred Shares, the Company
will take such corporate action as may, in the opinion of its counsel, be necessary to
increase its authorized but unissued Ordinary Shares to such number of shares as shall be
sufficient for such purpose.
	 
	 	(x)	 	No Series A Preferred Shares that have been converted into Ordinary Shares after
the original issuance thereof shall ever again be reissued and all such shares so
converted shall upon such conversion cease to be a part of the authorized but unissued
shares of the Company.





ORDINARY SHARES





18









 









	8.	 	The Ordinary Shares shall have the following rights:






	 	(a)	 	Voting Rights. Each holder of Ordinary Shares (in person or by telephone or by proxy
or corporate representative) shall have the right to one vote on a show of hands and the holder
of each Ordinary Share shall have the right to one vote on a poll for each Ordinary Share held,
and shall be entitled to notice of any general meeting in accordance with these Articles, and
shall be entitled to vote upon such matters and in such manner as may be provided for in these
Articles.
	 
	 	(b)	 	Dividends. Subject to Article 7(b), the holders of the Ordinary Shares shall, subject
to the Statute and these Articles, be entitled to receive, when, as and if declared by the
Directors, out of any assets of the Company legally available therefor, such dividends as may
be declared from time to time by the Directors in accordance with Article 7(b).
	 
	 	(c)	 	Liquidation. In the event of any liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary, the assets of the Company shall be distributed as
provided in Article 7(c).





REGISTER OF MEMBERS





	9.	 	The Company shall maintain a register of its Members and every person whose name is entered
as a Member in the register of Members shall be entitled without payment to receive within two
(2) months after allotment or lodgement of transfer (or within such other period as the
conditions of issue shall provide) one certificate for all his shares or several certificates
each for one or more of his shares upon payment of fifty cents (US$0.50) for every certificate
after the first or such less sum as the Directors shall from time to time determine, provided
that in respect of a share or shares held jointly by several persons the Company shall not be
bound to issue more than one certificate and delivery of a certificate for a share to one of the
several joint holders shall be sufficient delivery to all such holders.





TRANSFER OF SHARES





	10.	 	Restrictions on Transferability.






	 	(a)	 	Transfer Restrictions.






	 	(i)	 	No Member may Transfer any Shares held by such Member except in accordance with the
provisions of these Articles.
	 
	 	(ii)	 	Prior to the date falling one (1) year after the completion of the initial Series A
financing, no Member shall Transfer any of its Shares; provided, however, that:






	 	(A)	 	TPG and its Affiliates may Transfer Shares to one (1) or more limited partners of TPG
Star, L.P. or its Affiliates for a minimum of US$10,000,000 per Person, so long as, after
giving effect to all such Transfers, TPG and its Affiliates hold Shares having a Shareholding
Percentage of at least six percent (6%),
	 
	 	(B)	 	Any Transfer effected by any Member in accordance with the Article 10 (b), (c) and
(e) of these Articles, Clause 7 or 8.2 of the TPG SPA, or Clause 4 of the Sino Link SPA shall
be permitted.






19











 






	 	(iii)	 	On and after the date falling one (1) year after the Shareholding Effective
Date, no Member or any Affiliate of such Member shall Transfer any of its Shares; provided,
however, that subject to Clause 13.3 of the Shareholders’ Agreement, any Transfer effected by
any Member in accordance with the Article 10 (b), (c) and (e) of these Articles, Clause 7 or
8.2 of the TPG SPA, or Clause 4 of the Sino Link SPA shall be permitted.
	 
	 	(iv)	 	At any time but subject to Clause 13.3 of the Shareholders’ Agreement, FEEL may
Transfer (i) Shares having an aggregate Shareholding Percentage of up to five percent (5%) to
persons who are bona fide directors, officers or employees of the Company or MIE as of the
date hereof, but any such Transfer of Shares to any one director, officer or employee shall
not result in any one such transferee holding an aggregate Shareholding Percentage exceeding
two percent (2%).






	 	(b)	 	Right of First Refusal.






	 	(i)	 	Except for a Transfer in accordance with Article 10(a)(ii), (iii) or (iv), 10(c) or
10(e) of these Articles, Clause 7 or 8.2 of the TPG SPA or Clause 4 of the Sino Link SPA if at
any time, any Member (the “Offering Member”) desires to Transfer all or part of its Shares (the
“Offered Shares”) to a Prospective Transferee, the other Members (the “Non-Offering Members”)
shall have the right of first refusal to purchase the Offered Shares upon the terms and subject
to the conditions hereinafter provided.
Prior to any Proposed Transfer of Offered Shares, the Offering Member shall
deliver to each Non-Offering Member (with a copy to the Company) a written
irrevocable bona fide offer to sell the Offered Shares to the Non-Offering
Members stating the number of Shares to be sold, the price and terms thereof
(which shall not include any warranties or indemnities (other than capacity
and authority) from the transferee) and the identity of the Prospective
Transferee (a “Transfer Notice”).
	 
	 	(ii)	 	Each Non-Offering Member shall have a period of thirty (30) days after receipt of a
Transfer Notice within which to elect to purchase its pro rata share (based on the proportion
its Shareholding Percentage bears to the aggregate Shareholding Percentage of all Non-Offering
Members) of any or all such Offered Shares on the terms offered to the Prospective Transferee
in the Transfer Notice, which election shall be made by an irrevocable written notice
delivered by each electing Non-Offering Member to the Offering Member (with a copy to the
Company and each of the other Non-Offering Members). The last day of such 30-day period is
hereinafter referred to as the “Cut-Off Date”. Any new terms, conditions or price offered by
the Offering Member to any Non-Offering Member during such 30-day period shall be offered to
each Non-Offering Member and shall be set forth in a new Transfer Notice to each such
Non-Offering Member, which new Transfer Notice shall trigger a new 30-day period as provided
above. Any election to purchase the Offered Shares must be in accordance with the terms of
the Transfer Notice then in effect, and otherwise must be unconditional (except that such
purchase may be subject to the prior receipt of statutory or regulatory approvals necessary to
complete such purchase). Non-Offering Members who elect to purchase the Offered Shares
pursuant to this Article 10(b)(ii) are hereinafter referred to individually as an “Electing
Offeree” and collectively as the “Electing Offerees”.
	 
	 	(iii)	 	If some, but not all, of the Non-Offering Members do not elect to purchase their
pro rata share of the Offered Shares by the Cut-Off Date, each of the Electing Offerees shall
have the right, exercisable for a period of fifteen (15) days after the Cut-Off Date (the last
day of which shall be the “Extended Cut-Off Date”), to purchase all or any portion of the
Offered Shares not purchased by the Electing Offerees pursuant to Article 10(b)(ii) pro rata
(based on the proportion its Shareholding Percentage 




20









 






	 	 	 	bears to the aggregate Shareholding
Percentage of the other Electing Offerees).






	 	(iv)	 	The consideration for such Offered Shares shall be paid in full in cash, or in
such other form as may be agreed between the Offering Member and the Electing Offerees.
	 
	 	(v)	 	The completion of each such purchase shall take place on the thirtieth (30th) day after the
Cut-Off Date or Extended Cut Off Date (as the case may be), or if such day is not a
Business Day, then on the next such Business Day (the “Scheduled Completion Date”). The
Scheduled Completion Date may be amended upon the mutual agreement of the Offering
Member and the Electing Offerees, and in any case shall be extended to the extent
necessary in order to comply with applicable laws and regulations (including obtaining
any necessary governmental approvals for the Transfer of such Offered Shares). On or
before the relevant Scheduled Completion Date, the Offering Member shall surrender the
certificate or certificates representing the Offered Shares to be purchased on such
Scheduled Completion Date (or, if such Offering Member alleges that such certificate has
been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably
acceptable to the Company to indemnify the Company against any claim that may be made
against the Company on account of the alleged loss, theft or destruction of such
certificate) to the Electing Offerees, against payment in full of the consideration for
such Offered Shares in accordance with the provisions in this Article 10 (b).
	 
	 	(vi)	 	Upon any election of the right to purchase such Offered Shares by an Electing
Offeree, the Offering Member and such Electing Offeree shall use their reasonable best
efforts to secure any approvals required in connection therewith.
	 
	 	(vii)	 	Notwithstanding the foregoing, if the Non-Offering Members have not exercised
their right to purchase all the Offered Shares by the end of the Cut-Off Date or the
collective Electing Offerees have not offered to purchase all of the Offered Shares by
the end of the Extended Cut-Off Date, then the Non-Offering Members shall be deemed to
have forfeited any right to purchase such Offered Shares, and the Offering Members shall
be free to sell all, but not less than all, of the Offered Shares to the Prospective
Transferee substantially on the terms and conditions set forth in the Proposed Transfer
Notice not later than the sixtieth (60th) day after the Cut-Off Date or the Extended
Cut-Off Date, as the case may be.
	 
	 	(viii)	 	If the Electing Offeree(s) fail(s) to complete the purchase of all of the
Offered Shares on the Scheduled Completion Date in accordance with the terms of these
Articles and the applicable Transfer Notice and such failure is not remedied within
seven (7) days of the Scheduled Completion Date, then the Offering Member may sell all
(but not less than all) of the Offered Shares to the Prospective Transferee not later
than the sixtieth (60th) day after the Scheduled Completion Date. If the necessary
governmental approvals to an Electing Offeree’s purchase of any Offered Shares are not
obtained within a reasonable period of time after the end of the
60-day period following the Cut-Off Date or the Extended Cut-Off Date, as the
case may be, such Offered Shares must be re-offered to the Non-Offering
Members (other than the Electing Offeree) as Offered Shares under this
Article 10(b).
	 
	 	(ix)	 	Any sale to a Prospective Transferee pursuant to either Article 10(b)(vii) or
Article 10(b)(viii) shall be on terms and conditions (including, without limitation, the
price per Share) no more favourable to such Prospective Transferee than those set forth
in the applicable Transfer Notice received by the Non-Offering Members and the Offering
Member must sell all of the Offered Shares and not some only.




21









 







	 	(x)	 	If all of the Offered Shares are not sold to any Person within the 60-day period
specified in Article 10(b)(vii) or Article 10(b)(viii), then the rights of the other Members
under this Article 10(b) shall be fully restored and reinstated as if such offer had never
been made and the Offering Member must again follow the procedures set forth in this Article
10(b) prior to the sale of any of its Shares to any Person, except for Transfers otherwise
permitted by these Articles.






	 	(c)	 	Tag-Along Rights






	 	(i)	 	Except for a Transfer pursuant to Article 10 (a) (ii) (iii) (iv) and 10(e) of these
Articles, Clause 7 or 8.2 of the SPA, or Clause 4 of the Sino Link SPA, and subject always to
Article 10(b), if at any time
FEEL (“Tag-Along Seller”) proposes to Transfer Shares to a Prospective Transferee that, when
aggregated with all other Shares Transferred by such Tag-Along Seller and its Affiliates, would
result in such Tag-Along Seller owning less than fifty percent (50%) of the then outstanding
Shares, such Tag Along Seller shall promptly give written notice to the Company (“Tag-Along
Notice”) and each of the other Members at least forty-five (45) days prior to the completion of
such Transfer and shall cause the Prospective Transferee to make an offer for all of the Shares
of such other Members on the same terms and conditions of the Proposed Transfer (provided that
TPG and Sino Link shall only provide customary representations of title and capacity excluding
any representations or warranties with respect to the business, assets or liabilities or
financial condition of the Company) (the “Tag-Along Offer”), except that the price per Share
pursuant to the Tag-Along Offer shall be the Tag-Along Offer Purchase Price. The Tag-Along
Notice shall describe in reasonable detail the Proposed Transfer including, without limitation,
the class and number of Shares to be sold, the price and terms thereof and the identity of the
Prospective Transferee and attach a copy of the Tag-Along Offer. Any subsequent Transfers of
Shares by persons other than TPG and Sino Link shall be subject to the same tag-along right
under this Article 10(c).
	 
	 	(ii)	 	Each non-Transferring Member shall have a period of twenty (20) days after receipt
of a Tag-Along Notice within which to accept the Tag-Along Offer, which acceptance shall be
made by an irrevocable written notice delivered by each electing non-Transferring Member
(each, a “Participant”) to the Tag-Along Seller and the Prospective Transferee (with a copy to
the Company and each of the other non-Transferring Members). No holders of Series A Preferred
Shares shall be entitled to sell Series A Preferred Shares pursuant to this Article 10(c), but
shall be permitted to convert or exercise its applicable portion of Series A Preferred Shares
for Ordinary Shares concurrently with, and subject to, the consummation of the Proposed
Transfer, in which case each of the other Members shall take all such steps necessary to be
taken by each of them respectively in order to give effect to such conversion or exercise.
	 
	 	(iii)	 	Each Participant shall effect its participation in the Transfer by delivering to
the Tag-Along Seller (to hold in trust as agent for such Participant), at least three (3)
Business Days prior to the date scheduled for such Transfer as set forth in the Tag-Along
Notice, one (1) or more share transfer certificate(s) duly executed by the Participant,
together with any share certificates, representing the Shares which such Participant is
entitled to Transfer in accordance with Article 10(c)(ii). Such certificate or certificates or
other instruments, as applicable, shall be delivered by the Tag-Along Seller to the Proposed
Transferee on the date scheduled for such Transfer in consummation of the Transfer pursuant to
the terms and conditions specified in the Transfer Notice and such Proposed Transferee shall
remit to each such Participant the portion of the sale proceeds to which such Participant is
entitled by reason of its participation in such sale. The completion of the Transfer by the
Tag-Along Seller and the Transfer by each Participant shall occur simultaneously.





22









 





	 	 	 	The Tag-Along Seller and the Participants shall be responsible for their
respective pro rata portions of the aggregate transaction costs and expenses
incurred by the Tag-Along Seller and the Participants in connection with
such Transfers and the Tag-Along Seller and the Participants shall reimburse
the other to the extent required to give effect to such expense allocation.
For purposes of this Article 10(c)(iii), “pro rata portion” shall mean for
each Participant a fraction, the numerator of which is the number of Shares
to be Transferred by such Participant pursuant to this Article 10(c) and the
denominator of which is the total number of Shares to be Transferred
pursuant to this Article 10(c).
	 
	 	(iv)	 	The non-exercise of the rights of any of the non-Transferring Members to participate
in one (1) or more Transfers of Shares under this Article 10(c) shall not adversely affect its
right to participate in subsequent Transfers of Shares subject to this Article 10(c).
	 
	 	(v)	 	The Tag-Along Seller shall not be permitted to Transfer Shares in circumstances where
Article 10(c) is applicable unless the sale of Shares by Participants exercising their rights
under this Article 10(c) is effected simultaneously, and any attempted Transfer by the
Tag-Along Seller in violation hereof shall be null and void.
	 
	 	(vi)	 	Notwithstanding anything contained in this Article 10(c) to the contrary, there
shall be no liability on the part of the Tag-Along Seller to any other Member in the event no
Shares are sold (by any of the Tag-Along Seller or any Participant) to the Proposed Transferee
even if the provisions of this Article 10(c) have been triggered.






	 	(d)	 	Authorization; Effect of Failure to Comply.






	 	(i)	 	The Members shall cause the Company to take any and all steps for and on behalf of a
transferring Member to give effect to the Transfer of Shares pursuant to this Article 10.
	 
	 	(ii)	 	Any Proposed Transfer not made in compliance with the requirements of these Articles
shall be null and void ab initio, shall not be recorded on the books of the Company or its
transfer agent and shall not be recognized by the Company.
	 
	 	(iii)	 	If any Member becomes obligated to sell any Offered Shares to any Exercising
Offeree under these Articles and fails to deliver a share transfer certificate duly executed
by the Member, together with any share certificates, representing such purchased Offered
Shares and Transfer the Offered Shares in accordance with the terms of these Articles, such
Exercising Offeree may, at its option, in addition to all other remedies it may have, send to
such Member the purchase price for such Offered Shares as is herein specified and request the
Company to redeem and cancel on its books the relevant Shares to be sold and issue the
relevant Shares to such Exercising Offeree.






	 	(e)	 	Exempt Transfers.






	 	(i)	 	Notwithstanding anything to the contrary herein, the foregoing provisions of this
Article 10 shall not apply to a Transfer by a Member of all or part of its Shares to an
Affiliate provided, however, that any such Transfer shall be in accordance with each of the
following terms:






	 	(A)	 	such Member shall provide written notice of such Transfer to each other Member;




23









 






	 	(B)	 	the transferee to whom the Member is to Transfer the Shares is a Non-Competing
Person; and
	 
	 	(C)	 	if any such transferee Affiliate shall cease to be an Affiliate of such Member, any
Shares held by such transferee shall be promptly retransferred to such Member or transferred
to another of such Member’s Affiliates.






	 	(ii)	 	Notwithstanding anything to the contrary herein, the provisions of this Article 10
shall not apply to (i) the sale of Shares pursuant to a Qualified IPO or any Transfer after a
Qualified IPO; and (ii) the creation of Encumbrance over the Shares pursuant to the CITIC
KaWah Facility.






	11.	 	The instrument of transfer of any share shall be in writing and shall be executed by or on
behalf of the transferor and the transferor shall be deemed to remain the holder of a share
until the name of the transferee is entered in the register in respect thereof.
	 
	12.	 	Subject to Article 10(d)(i), the Directors may in their absolute discretion decline to
register any Transfer of shares without assigning any reason therefor. If the Directors refuse
to register a Transfer they shall notify the transferee within two (2) months of such refusal.
	 
	13.	 	The registration of Transfers may be suspended at such time and for such periods as the
Directors may from time to time determine, provided, always that such registration shall not be
suspended for more than forty-five (45) days in any year.
	 
	14.	 	Each Member shall agree to customary market stand-off or lock-up restrictions required by
the managing underwriter of the Qualified IPO.





REDEEMABLE SHARES





	15.	(a)	 	Subject to the provisions of the Statute and the Memorandum, shares may be issued on the
terms that they are, or at the option of the Company or the holder are, to be redeemed on such
terms and in such manner as the Company, before the issue of the shares, may by Special
Resolution determine.






	 	(b)	 	Subject to the provisions of the Statute and the Memorandum, the Company may purchase
its own shares (including fractions of a share), including any redeemable shares, provided that
the manner of purchase has first been authorised by the Company in general meeting and may make
payment therefor in any manner authorised by the Statute, including out of capital.





CLASS RIGHTS AND VARIATION OF RIGHTS OF SHARES





	16.	(a)	 	Class Rights. Whenever the capital of the Company is divided into different Classes, the
rights attached to any such Class may (unless otherwise provided by the terms of issue of the
Shares of that Class) only be materially and adversely varied or abrogated with the consent in
writing of the holders of not less than a majority of the issued shares of the relevant Class, or
with the sanction of a resolution passed at a separate meeting of the holders of the shares of
such Class, by a majority of the votes cast at such a meeting, but not otherwise, provided that
the rights attached to the Series A Preferred Shares may only be materially and adversely varied
or abrogated with the consent in writing of the holders of no less than sixty-six and two-thirds
percent (662/3%) of the issued Series A Preferred Shares or with the sanction of a resolution
passed at a separate meeting of the of the holders of the Series A Preferred Shares by sixty-six
and two-thirds percent (662/3%) of the votes cast at such meeting. To every such separate meeting
all the provisions of these Articles relating to general meetings of the Company or to the
proceedings thereat shall, mutatis mutandis, apply, except that the




24









 






	 	 	 	necessary quorum shall be one or more persons at least holding or representing by
proxy a majority in nominal or par value amount of the issued shares of the relevant
Class (but so that if at any adjourned meeting of such holders a quorum as above
defined is not present, those Members who are present shall form a quorum) and that,
subject to the terms of issue of the shares of that Class, every Member of the Class
shall on a poll have one vote for each share of the Class held by him.






	 	(b)	 	For the purposes of convening and holding a meeting pursuant to this Article, the
Directors may treat all the Classes or any two or more Classes as forming one Class if they
consider that all such Classes would be affected in the same way by the proposals under
consideration but in any other case shall treat them as separate Classes.
	 
	 	(c)	 	The rights conferred upon the holders of the Series A Preferred Shares shall be deemed
to be materially adversely varied or abrogated by the following acts of the Company:






	 	(i)	 	any change to the name of the Company;
	 
	 	(ii)	 	any amendment to the Memorandum and these Articles or other constitutive documents of
the Company, to the extent such amendment would adversely affect the rights already granted to
the holders of the Series A Preferred Shares;
	 
	 	(iii)	 	any liquidation, winding up, dissolution, receivership, bankruptcy or any like scheme
or arrangement of the Company; or
	 
	 	(iv)	 	any split, subdivision, conversion, reclassification or modification of any type of
outstanding shares or securities of the Company to the extent it would impair or reduce the
rights of the holders of Series A Preferred Shares.





COMMISSION ON SALE OF SHARES





	17.	 	The Company may in so far as the Statute from time to time permits pay a commission to any
person in consideration of his subscribing or agreeing to subscribe whether absolutely or
conditionally for any shares of the Company. Such commissions may be satisfied by the payment of
cash or the lodgement of fully or partly paid-up shares or partly in one way and partly in the
other. The Company may also on any issue of shares pay such brokerage as may be lawful.
	 
	18.	 	[Reserved].





LIEN ON SHARES





	19.	 	The Company shall have a first and paramount lien and charge on all shares (whether fully
paid-up or not) registered in the name of a Member (whether solely or jointly with others) for
all debts, liabilities or engagements to or with the Company (whether presently payable or not)
by such Member or his estate, either alone or jointly with any other person, whether a Member or
not, but the Directors may at any time declare any share to be wholly or in part exempt from the
provisions of this Article. The registration of a Transfer of any such share shall operate as a
waiver of the Company’s lien (if any) thereon. The Company’s lien (if any) on a share shall
extend to all dividends or other monies payable in respect thereof.
	 
	20.	 	The Company may sell, in such manner as the Directors think fit, any shares on which the
Company has a lien, but no sale shall be made unless a sum in respect of which the lien exists
is presently payable, nor until the expiration of fourteen (14) days after a notice in writing
stating and demanding payment of such part of the amount in respect of which the lien exists as
is presently payable, has been given to the registered holder or holders for the time being of
the share, or the person, of which the Company has notice, entitled thereto by reason of his
death or bankruptcy.




25









 












	21.	 	To give effect to any such sale the Directors may authorise some person to Transfer the
shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the
shares comprised in any such Transfer, and he shall not be bound to see to the application of
the purchase money, nor shall his title to the shares be affected by any irregularity or
invalidity in the proceedings in reference to the sale.
	 
	22.	 	The proceeds of such sale shall be received by the Company and applied in payment of such
part of the amount in respect of which the lien exists as is presently payable and the residue,
if any, shall (subject to a like lien for sums not presently payable as existed upon the shares
before the sale) be paid to the person entitled to the shares at the date of the sale.





CALL ON SHARES





	23.	(a)	 	The Directors may from time to time make calls upon the Members in respect of any monies
unpaid on their shares (whether on account of the nominal value of the shares or by way of
premium or otherwise) and not by the conditions of allotment thereof made payable at fixed terms,
provided that no call shall be payable at less than one month from the date fixed for the payment
of the last preceding call, and each Member shall (subject to receiving at least fourteen (14)
days notice specifying the time or times of payment) pay to the Company at the time or times so
specified the amount called on the shares. A call may be revoked or postponed as the Directors
may determine. A call may be made payable by installments.






	 	(b)	 	A call shall be deemed to have been made at the time when the resolution of the
Directors authorising such call was passed.
	 
	 	(c)	 	The joint holders of a share shall be jointly and severally liable to pay all calls in
respect thereof.






	24.	 	If a sum called in respect of a share is not paid before or on a day appointed for payment
thereof, the persons from whom the sum is due shall pay interest on the sum from the day
appointed for payment thereof to the time of actual payment at such rate not exceeding ten per
cent (10%) per annum as the Directors may determine, but the Directors shall be at liberty to
waive payment of such interest either wholly or in part.
	 
	25.	 	Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed
date, whether on account of the nominal value of the share or by way of premium or otherwise,
shall for the purposes of these Articles be deemed to be a call duly made, notified and payable
on the date on which by the terms of issue the same becomes payable, and in the case of
non-payment all the relevant provisions of these Articles as to payment of interest forfeiture
or otherwise shall apply as if such sum had become payable by virtue of a call duly made and
notified.
	 
	26.	 	The Directors may, on the issue of shares, differentiate between the holders as to the
amount of calls or interest to be paid and the times of payment.






	27.	(a)	 	The Directors may, if they think fit, receive from any Member willing to advance the
same, all or any part of the monies uncalled and unpaid upon any shares held by him, and upon all or any of
the monies so advanced may (until the same would but for such advances, become payable) pay
interest at such rate not exceeding (unless the Company in general meeting shall otherwise
direct) seven per cent per annum, as may be agreed upon between the Directors and the Member
paying such sum in advance.






	 	(b)	 	No such sum paid in advance of calls shall entitle the Member paying such sum to any
portion of a dividend declared in respect of any period prior to the date upon which such sum
would, but for such payment, become presently payable.





FORFEITURE OF SHARES




26









 









	28.	(a)	 	If a Member fails to pay any call or installment of a call or to make any payment
required by the terms of issue on the day appointed for payment thereof, the Directors may, at
any time thereafter during such time as any part of the call, installment or payment remains
unpaid, give notice requiring payment of so much of the call, installment or payment as is
unpaid, together with any interest which may have accrued and all expenses that have been
incurred by the Company by reason of such non-payment. Such notice shall name a day (not earlier
than the expiration of fourteen (14) days from the date of giving of the notice) on or before
which the payment required by the notice is to be made, and shall state that, in the event of
non-payment at or before the time appointed the shares in respect of which such notice was given
will be liable to be forfeited.






	 	(b)	 	If the requirements of any such notice as aforesaid are not complied with, any share
in respect of which the notice has been given may at any time thereafter, before the payment
required by the notice has been made, be forfeited by a resolution of the Directors to that
effect. Such forfeiture shall include all dividends declared in respect of the forfeited share
and not actually paid before the forfeiture.
	 
	 	(c)	 	A forfeited share may be sold or otherwise disposed of on such terms and in such
manner as the Directors think fit and at any time before a sale or disposition the forfeiture
may be cancelled on such terms as the Directors think fit.






	29.	 	A person whose shares have been forfeited shall cease to be a Member in respect of the
forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all monies
which, at the date of forfeiture were payable by him to the Company in respect of the shares
together with interest thereon, but his liability shall cease if and when the Company shall have
received payment in full of all monies whenever payable in respect of the shares.
	 
	30.	 	A certificate in writing under the hand of one Director or the Secretary of the Company that
a share in the Company has been duly forfeited on a date stated in the declaration shall be
conclusive evidence of the fact therein stated as against all persons claiming to be entitled to
the share. The Company may receive the consideration given for the share on any sale or
disposition thereof and may execute a transfer of the share in favour of the person to whom the
share is sold or disposed of and he shall thereupon be registered as the holder of the share and
shall not be bound to see to the application of the purchase money, if any, nor shall his title
to the share be affected by any irregularity or invalidity in the proceedings in reference to
the forfeiture, sale or disposal of the share.
	 
	31.	 	The provisions of these Articles as to forfeiture shall apply in the case of non-payment of
any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on
account of the nominal value of the share or by way of premium as if the same had been payable
by virtue of a call duly made and notified.





REGISTRATION OF EMPOWERING INSTRUMENTS





	32.	 	The Company shall be entitled to charge a fee not exceeding
one dollar (US$1.00) on the
registration of every probate, letters of administration, certificate of death or marriage,
power of attorney, notice in lieu of distringas, or other instrument.





TRANSMISSION OF SHARES





	33.	 	In case of the death of a Member, the survivor or survivors where the deceased was a joint
holder,
and the legal personal representatives of the deceased where he was a sole holder, shall be the
only persons recognised by the Company as having any title to his interest in the shares, but
nothing herein contained shall release the estate of any such deceased holder from any liability
in respect of any shares which had been held by him solely or jointly with other persons.






27











 






	34.	(a)	 	Any person becoming entitled to a share in consequence of the death or bankruptcy or
liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such
evidence being produced as may from time to time be required by the Directors and subject as
hereinafter provided, elect either to be registered himself as holder of the share or to make
such transfer of the share to such other person nominated by him as the deceased or bankrupt
person could have made and to have such person registered as the transferee thereof, but the
Directors shall, in either case, have the same right to decline or suspend registration as they
would have had in the case of a transfer of the share by that Member before his death or
bankruptcy as the case may be.






	 	(b)	 	If the person so becoming entitled shall elect to be registered himself as holder he
shall deliver or send to the Company a notice in writing signed by him stating that he so
elects.






	35.	 	A person becoming entitled to a share by reason of the death or bankruptcy or liquidation or
dissolution of the holder (or in any other case than by transfer) shall be entitled to the same
dividends and other advantages to which he would be entitled if he were the registered holder of
the share, except that he shall not, before being registered as a Member in respect of the
share, be entitled in respect of it to exercise any right conferred by membership in relation to
meetings of the Company provided however that the Directors may at any time give notice
requiring any such person to elect either to be registered himself or to transfer the share and
if the notice is not complied with within ninety days the Directors may thereafter withhold
payment of all dividends, bonuses or other monies payable in respect of the share until the
requirements of the notice have been complied with.





AMENDMENT OF MEMORANDUM, CHANGE OF LOCATION OF REGISTERED

OFFICE & ALTERATION OF CAPITAL





	36.	(a)	 	Subject to and in so far as permitted by the provisions of the Statute and these
Articles, the Company may from time to time by ordinary resolution:






	 	(i)	 	increase the share capital by such sum to be divided into shares of such amount or
without nominal or par value as the resolution shall prescribe and with such rights, priorities
and privileges annexed thereto, as the Company in general meeting may determine.
	 
	 	(ii)	 	consolidate and divide all or any of its share capital into shares of larger amount
than its existing shares;
	 
	 	(iii)	 	by subdivision of its existing shares or any of them divide the whole or any part of
its share capital into shares of smaller amount than is fixed by the Memorandum or into shares
without nominal or par value;
	 
	 	(iv)	 	cancel any shares which at the date of the passing of the resolution have not been
taken or agreed to be taken by any person.






	 	(b)	 	All new shares created hereunder shall be subject to the same provisions with reference
to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the shares in
the original share capital.
	 
	 	(c)	 	Without prejudice to Article 16 hereof and subject to the provisions of the Statute,
the Company may by Special Resolution reduce its share capital and any capital redemption reserve
fund.
	 
	 	(d)	 	Subject to the provisions of the Statute and Article 16, the Company may by Special
Resolution: liquidate, wind up, dissolve, enter into receivership or declare bankruptcy or any




28









 






	 	 	 	like scheme or arrangement.





CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE





	37.	 	For the purpose of determining Members entitled to notice of or to vote at any meeting of
Members or any adjournment thereof, or Members entitled to receive payment of any dividend, or
in order to make a determination of Members for any other proper purpose, the Directors of the
Company may provide that the register of Members shall be closed for transfers for a stated
period but not to exceed in any case forty (40) days. If the register of Members shall be so
closed for the purpose of determining Members entitled to notice of or to vote at a meeting of
Members such register shall be so closed for at least ten days immediately preceding such
meeting and the record date for such determination shall be the date of the closure of the
register of Members.
	 
	38.	 	In lieu of or apart from closing the register of Members, the Directors may fix in advance a
date as the record date for any such determination of Members entitled to notice of or to vote
at a meeting of the Members and for the purpose of determining the Members entitled to receive
payment of any dividend the Directors may, at or within ninety (90) days prior to the date of
declaration of such dividend fix a subsequent date as the record date for such determination.
	 
	39.	 	If the register of Members is not so closed and no record date is fixed for the
determination of Members entitled to notice of or to vote at a meeting of Members or Members
entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or
the date on which the resolution of the Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of Members. When a determination of
Members entitled to vote at any meeting of Members has been made as provided in this Article,
such determination shall apply to any adjournment thereof.





GENERAL MEETING





	40.	(a)	 	Annual General Meeting. Subject to paragraph (c) hereof, a general meeting of the
Members (the “Annual General Meeting”) shall be held within one (1) year of incorporation of the
Company and thereafter, once in every calendar year and not later than fifteen (15) months after
the holding of the last preceding Annual General Meeting. The Annual General Meeting shall be
held at such time and place as the Directors shall specify in the notice. At these meetings the
report of the Directors (if any) shall be presented.






	 	(b)	 	Extraordinary Meeting. Extraordinary meetings of the Members shall be held upon the
request of the Chairman, the TPG Director or any two Directors (or as otherwise required
pursuant to the provisions of the Statute) upon at least fourteen (14) days written notice
(containing the agenda, date, time and place of the meeting) to all Members and shall be held
at such time and place designated in such notice, with attendance in person or by telephone or
by proxy or corporate representative; provided, however, that, subject to applicable law, such
fourteen (14) day notice requirement may be waived by Members having an aggregate Shareholding
Percentage of not less than ninety percent (90%) in a particular case. Any notice period
referred to above shall exclude both the day on which the notice is served or deemed to be
served and the day for which the notice is given.
	 
	 	(c)	 	If the Company is exempted as defined in the Statute, it may but shall not be obliged
to hold an annual general meeting.






	41.	(a)	 	The Directors may whenever they think fit, and they shall on the requisition of Members
of the Company holding at the date of the deposit of the requisition not less than one-tenth of
such of the paid-up capital of the Company as at the date of the deposit carries the right of
voting at general meetings of the Company, proceed to convene a general meeting of the Company.





29









 









	 	(b)	 	The requisition must state the objects of the meeting and must be signed by the
requisitionists and deposited at the registered office of the Company and may consist of
several documents in like form each signed by one or more requisitionists.
	 
	 	(c)	 	If the Directors do not within twenty-one (21) days from the date of the deposit of
the requisition duly proceed to convene a general meeting, the requisitionists, or any of them
representing more than
one-half of the total voting rights of all of them, may themselves convene a general meeting,
but any meeting so convened shall not be held after the expiration of three months after the
expiration of the said twenty-one (21) days.
	 
	 	(d)	 	A general meeting convened as aforesaid by requisitionists shall be convened in the
same manner as nearly as possible as that in which general meetings are to be convened by
Directors.





NOTICE OF MEETINGS OF THE MEMBERS





	42.	 	General Meeting. At least five (5) days’ notice shall be given of an Annual General Meeting
or any other general meeting. Every notice shall be exclusive of the day on which it is given or
deemed to be given and of the day for which it is given and shall specify the place, the day and
the hour of the meeting and the general nature of the business and shall be given in manner
hereinafter mentioned or in such other manner if any as may be prescribed by the Company
provided that a general meeting of the Company shall, whether or not the notice specified in
this regulation has been given and whether or not the provisions of Article 41 have been
complied with, be deemed to have been duly convened if it is so agreed:






	 	(a)	 	in the case of a general meeting called as an Annual General Meeting by all the
Members entitled to attend and vote thereat or their proxies; and
	 
	 	(b)	 	in the case of any other general meeting by a majority in number of the Members
having a right to attend and vote at the meeting, being a majority in nominal value or in the
case of shares without nominal or par value a majority of the shares in issue, or their
proxies.






	43.	 	[Reserved].
	 
	44.	 	The accidental omission to give notice of a general meeting to, or the non-receipt of notice
of a meeting by, any person entitled to receive notice shall not invalidate the proceedings of
that meeting.





PROCEEDINGS AT GENERAL MEETINGS





	45.	 	No business shall be transacted at any general meeting unless a quorum of Members is present
at the time when the meeting proceeds to business. The quorum for any meeting of the Members
shall be Members whose aggregate Shareholding Percentage is not less than sixty-six and
two-thirds percent (662/3% ) of the Shares entitled to vote present personally or by duly appointed
proxy, attorney or representative, provided, however, that for the general meeting to be validly
convened, TPG shall be present or represented. If within half an hour of the time appointed for
the meeting no quorum is present, the meeting shall be adjourned to the same day one (1) week
later at the same time and place or to such other day or time as the Chairman may designate upon
at least five (5) days’ written notice to all of the Members. If at the adjourned meeting no
quorum is present within half an hour from the time appointed for the meeting, Members whose
Shareholding Percentage is not less than sixty-six and two-thirds percent (662/3% ) of the Shares
entitled to vote present or represented at such meeting shall constitute a quorum; provided, however,
that no action or decision shall be taken on any matter not specified in the agenda of
the meeting when it was first called.
	 
	46.	 	Except as otherwise required by applicable law, a resolution (including a Special Resolution) in




30









 






	 	 	writing (circulated to all the Members) approved and signed by all the Members shall be
valid and effectual as if it had been a resolution passed at a general meeting of the
Members duly convened and held.






	47.	 	A person may participate at a general meeting by conference telephone or other
communications equipment by means of which all the persons participating in the meeting can
communicate with each other. Participation by a person in a general meeting in this manner
is treated as presence in person at that meeting.
	 
	48.	 	The Chairman for the time being shall also preside as chairman at any general meeting.
	 
	49.	 	If the Chairman is absent at any general meeting, a Director shall act as the chairman.
	 
	50.	 	The Chairman may, with the consent of any general meeting duly constituted hereunder, and
shall if so directed by the meeting, adjourn the meeting from time to time and from place to
place, but no business shall be transacted at any adjourned meeting other than the business
left unfinished at the meeting from which the adjournment took place. When a general meeting
is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as
in the case of an original meeting; save as aforesaid it shall not be necessary to give any
notice of an adjournment or of the business to be transacted at an adjourned general
meeting.
	 
	51.	 	At any general meeting a resolution put to the vote of the meeting shall be decided on a
show of hands unless a poll is, before or on the declaration of the result of the show of
hands, demanded by the Chairman or any other Member present in person or by telephone or by
proxy or corporate representative.
	 
	52.	 	Unless a poll be so demanded a declaration by the Chairman that a resolution has on a show of
hands been carried, or carried unanimously, or by a particular majority, or lost, and an entry to
that effect in the Company’s Minute Book containing the Minutes of the proceedings of the meeting
shall be conclusive evidence of that fact without proof of the number or proportion of the votes
recorded in favour of or against such resolution.
	 
	53.	 	The demand for a poll may be withdrawn.
	 
	54.	 	Except as provided in Article 56, if a poll is duly demanded it shall be taken in such manner
as the Chairman directs and the result of the poll shall be deemed to be the resolution of the
general meeting at which the poll was demanded.
	 
	55.	 	In no event, whether on a show of hands or on a poll, shall the Chairman of the general
meeting at which the show of hands takes place or at which the poll is demanded be entitled to a
second or casting vote.
	 
	56.	 	A poll demanded on the election of a Chairman or on a question of adjournment shall be taken
forthwith. A poll demanded on any other question shall be taken at such time as the Chairman of
the general meeting directs and any business other than that upon which a poll has been demanded
or is contingent thereon may be proceeded with pending the taking of the poll.





VOTES OF MEMBERS





	57.	 	Subject to any rights or restrictions for the time being attached to any class or classes of
shares, on a show of hands every Member of record present in person or by telephone or by proxy
or corporate representative at a general meeting shall have one vote and on a poll every Member
of record present in person or by telephone or by proxy or corporate representative shall have
one vote for each share registered in his name in the register of Members.
	 
	58.	 	In the case of joint holders of record the vote of the senior who tenders a vote, whether in person or




31









 






	 	 	by telephone or by proxy or corporate representative, shall be accepted to the exclusion
of the votes of the other joint holders, and for this purpose seniority shall be
determined by the order in which the names stand in the register of Members.






	59.	 	A Member of unsound mind, or in respect of whom an order has been made by any court, having
jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee,
receiver, curator bonis, or other person in the nature of a committee, receiver or curator bonis
appointed by that court, and any such committee, receiver, curator bonis or other persons may
vote by proxy.
	 
	60.	 	No Member shall be entitled to vote at any general meeting unless he is registered as a
Member of the Company on the record date for such meeting nor unless all calls or other sums
presently payable by him in respect of shares in the Company have been paid.
	 
	61.	 	No objection shall be raised to the qualification of any voter except at the general meeting
or adjourned general meeting at which the vote objected to is given or tendered and every vote
not disallowed at such general meeting shall be valid for all purposes. Any such objection made
in due time shall be referred to the Chairman of the general meeting whose decision shall be final and
conclusive.
	 
	62.	 	On a poll or on a show of hands votes may be given either personally or by proxy.





MEMBER APPROVAL





	63.	(a)	 	Except as required by applicable law, any action by the Members at any general meeting
or extraordinary meeting shall require the approval of Members having an aggregate Shareholding
Percentage of more than fifty percent (50%) present and voting at a validly held meeting, and
all Special Resolutions by the Members shall require the approval of Members having an aggregate
Shareholding Percentage of more than sixty-six and two-thirds percent (662/3%) present and voting
at a validly held meeting; provided however, that a Special Resolution for the approval of any
Reserved Matter at a duly convened meeting shall also require that any Shares held and
represented at the requisite meeting by TPG be voted in favor of such matter or abstained, for
so long as there is a TPG Director.






	 	(b)	 	In the event that a resolution of the Members at a meeting is required pursuant to
applicable law in respect of any Reserved Matter, no resolution shall be put forth at any
meeting of the Members and no written resolution of the Members shall be passed in respect
thereof unless such matter has been approved by the Board in accordance with Article 98(c).





PROXIES





	64.	 	The instrument appointing a proxy shall be in writing and shall be executed under the hand of
the appointor or of his attorney duly authorised in writing, or, if the appointor is a
corporation under the hand of an officer or attorney duly authorised in that behalf. A proxy need
not be a Member of the Company.
	 
	65.	 	The instrument appointing a proxy shall be deposited at the registered office of the Company
or at such other place as is specified for that purpose in the notice convening the meeting:






	 	(a)	 	not less than 48 hours before the time for holding the meeting or
adjourned meeting at which the person named in the instrument proposes to vote; or
	 
	 	(b)	 	in the case of a poll taken more than 48 hours after it is demanded, be
deposited as aforesaid after the poll has been demanded and not less than 24 hours before
the time appointed for the taking of the poll; or




32









 












	 	(c)	 	where the poll is not taken forthwith but is taken not more than 48 hours
after it was demanded be delivered at the meeting at which the poll was demanded to the
chairman or to the Secretary or to any Director,






	 	 	provided that the Directors may in the notice convening the meeting, or in an instrument
of proxy sent out by the Company, direct that the instrument appointing a proxy may be
deposited (no later than the time for holding the meeting or adjourned meeting) at the
registered office of the Company or at such other place as is specified for that purpose
in the notice convening the meeting or in any instrument of proxy sent out by the Company.
The Chairman may in any event at his discretion direct that an instrument of proxy shall
be deemed to have been duly deposited. An instrument of proxy that is not deposited in
the manner permitted shall be invalid.
	 
	66.	 	The instrument appointing a proxy may be in any usual or common form and may be expressed to
be for a particular meeting or any adjournment thereof or generally until revoked. An instrument
appointing a proxy shall be deemed to include the power to demand or join or concur in demanding
a poll.
	 
	67.	 	A vote given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous death or insanity of the principal or revocation of the proxy or of
the authority under which the proxy was executed, or the transfer of the share in respect of
which the proxy is given provided that no intimation in writing of such death, insanity,
revocation or transfer as aforesaid shall have been received by the Company at the registered
office before the commencement of the general meeting, or adjourned meeting at which it is sought
to use the proxy.
	 
	68.	 	Any corporation which is a Member of record of the Company may in accordance with its
constitutional documents or in the absence of such provision by resolution of its Directors or
other governing body authorise such person as it thinks fit to act as its representative at any
meeting of the Company or of any class of Members of the Company, and the person so authorised
shall be entitled to exercise the same powers on behalf of the corporation which he represents as
the corporation could exercise if it were an individual Member of record of the Company.
	 
	69.	 	Shares of its own capital belonging to the Company or held by it in a fiduciary capacity
shall not be voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time.





DIRECTORS





	70.	 	The Board shall consist of five (5) persons initially (exclusive of alternate Directors),
unless otherwise agreed by all of the Members. So long as the Company is not listed on any
stock exchange, the Board shall be comprised of members nominated by the Members whereby the
number of Directors nominated by each Member shall be as nearly as practicable in proportion to
such Member’s Shareholding Percentage (for which purposes a Member may aggregate the
Shareholding Percentage of some or all of its Affiliates provided those Affiliates do not also
exercise their nomination rights) provided that any Director nominated by a Member shall have
acceptable qualifications to serve on the Board, and provided further that:






	 	(a)	 	so long as TPG and its Affiliates shall have an aggregate Shareholding
Percentage of at least five percent (5%), at least one (1) Director will be
nominated by TPG (the “TPG Director”); and
	 
	 	(b)	 	four (4) Directors will be nominated by FEEL (the “Ordinary Directors”), so long
as FEEL or its Affiliates shall remain a Member;






	 	 	provided, however, that FEEL shall always be entitled to nominated a majority of the
Directors so long as FEEL and its Affiliates holds a majority of the Shareholding
Percentage of the Company.





33









 









	71.	 	The remuneration (if any) to be paid to the Directors shall be such remuneration as the
Board shall determine. Such remuneration shall be deemed to accrue from day to day. The
Directors shall also be entitled to be paid their traveling, hotel and other expenses properly
incurred by them in going to, attending and returning from meetings of the Directors, or any
committee of the Directors, or general meetings of the Company, or otherwise in connection with
the business of the Company, or to receive a fixed allowance in respect thereof as may be
determined by the Directors from time to time, or a combination partly of one such method and
partly the other.
	 
	72.	 	The Board may by resolution award special remuneration to any Director of the Company
undertaking any special work or services for, or undertaking any special mission on behalf of,
the Company other than his ordinary routine work as a Director. Any fees paid to a Director who
is also counsel or solicitor to the Company, or otherwise serves it in a professional capacity
shall be in addition to his remuneration as a Director.
	 
	73.	 	A Director or alternate Director may hold any other office or place of profit under the
Company (other than the office of Auditor) in conjunction with his office of Director for such
period and on such terms as the Directors may determine; provided, however that the remuneration
shall be as the Board may determine.
	 
	74.	 	A Director or alternate Director may act by himself or his firm in a professional capacity
for the Company and he or his firm shall be entitled to remuneration for professional services
as if he were not a Director or alternate Director.
	 
	75.	 	A shareholding qualification for Directors may be fixed by the Board in general meeting, but
unless and until so fixed no qualification shall be required.
	 
	76.	 	A Director or alternate Director may be or become a director or other officer of or
otherwise interested in any company promoted by the Company or in which the Company may be
interested as shareholder or otherwise and no such Director or alternate Director shall be
accountable to the Company for any remuneration or other benefits received by him as a director
or officer of, or from his interest in, such other company.
	 
	77.	 	No person shall be disqualified from the office of Director or alternate Director or
prevented by such office from contracting with the Company, either as vendor, purchaser or
otherwise, nor shall any such contract or any contract or transaction entered into by or on
behalf of the Company in which any Director or alternate Director shall be in any way interested
be or be liable to be avoided, nor shall any Director or alternate Director so contracting or
being so interested be liable to account to the Company for any profit realised by any such
contract or transaction by reason of such Director holding office or of the fiduciary relation
thereby established. A Director (or his alternate Director in his absence) shall be at liberty
to vote in respect of any contract or transaction in which he is so interested as aforesaid;
provided, however, that the nature of the interest of any Director or alternate Director in any
such contract or transaction shall be disclosed by him or the alternate Director appointed by
him at or prior to its consideration and any vote thereon.
	 
	78.	 	A general notice that a Director or alternate Director is a shareholder of any specified
firm or company and is to be regarded as interested in any transaction with such firm or company
shall be sufficient disclosure under Article 76 and after such general notice it shall not be
necessary to give special notice relating to any particular transaction.





ALTERNATE DIRECTORS





	79.	 	A Director may at any time appoint another Person (including another Director) to be his
alternate and attend and vote at any meeting of the Board at which the appointing Director is
absent. Any such appointment shall be in writing (by letter or facsimile) and shall be in
effect until terminated by the appointing Director, whether in such writing or a subsequent
writing or until the Director




34









 






	 	 	ceases to be a director whichever is earlier.





POWERS AND DUTIES OF DIRECTORS





	80.	 	The business of the Company shall be managed by the Directors (or a sole Director if only
one is appointed) who may pay all expenses incurred in promoting, registering and setting up the
Company, and may exercise all such powers of the Company as are not, from time to time by the
Statute, or by these Articles, or such regulations, being not inconsistent with the aforesaid,
as may be prescribed by the Company in general meeting required to be exercised by the Company
in general meeting or otherwise exercised in accordance with these Articles; provided, however,
that no regulations made by the Company in general meeting shall invalidate any prior act of the
Directors which would have been valid if that regulation had not been made.
	 
	81.	 	The Directors may from time to time and at any time by powers of attorney appoint any
company, firm, person or body of persons, whether nominated directly or indirectly by the
Directors, to be the attorney or attorneys of the Company for such purpose and with such powers,
authorities and discretions (not exceeding those vested in or exercisable by the Directors under
these Articles) and for such period and subject to such conditions as they may think fit, and
any such powers of attorney may contain such provisions for the protection and convenience of
persons dealing with any such attorneys as the Directors may think fit and may also authorise
any such attorney to delegate all or any of the powers, authorities and discretions vested in
him.
	 
	82.	 	All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments
and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or
otherwise executed as the case may be in such manner as the Directors shall from time to time by
resolution determine.
	 
	83.	 	The Directors shall cause minutes to be made in books provided for the
purpose:






	 	(a)	 	of all appointments of officers made by the Directors;
	 
	 	(b)	 	of the names of the Directors (including those represented thereat by an alternate or
by proxy) present at each meeting of the Directors and of any committee of the Directors;
	 
	 	(c)	 	of all resolutions and proceedings at all meetings of the Company and of the Directors
and of committees of Directors.






	84.	 	The Board may by resolution pay a gratuity or pension or allowance on retirement to any
Director who has held any other salaried office or place of profit with the Company or to his
widow or dependants and may make contributions to any fund and pay premiums for the purchase or
provision of any such gratuity, pension or allowance.





MANAGEMENT





	85.	 	The Directors may from time to time provide for the management of the affairs of the Company
in such manner as they shall think fit, including without limitation, through the establishment
of committees, local boards or agencies for managing any of the affairs of the Company and the
appointment of persons to be members of such committees or local boards or any managers or
agents as determined by the Directors. The Directors from time to time and at any time may, as
they shall think fit, delegate to any such committee, local board, manager or agent any of the
powers, authorities and discretions for the time being vested in the Directors. Any such
committee, local board or agency shall be chaired by an Ordinary Director. The Board shall be
responsible for fixing the remuneration of all members of any such committee, local board or
agency.





MANAGING DIRECTORS




35









 









	86.	 	The Directors may, from time to time, appoint one or more of their body (but not an
alternate Director) to the office of Managing Director for such term and at such remuneration
(whether by way of salary, or commission, or participation in profits, or partly in one way and
partly in another) as they may think fit but his appointment shall be subject to determination
ipso facto if he ceases from any cause to be a Director and no alternate Director appointed by
him can act in his stead as a Director or Managing Director.
	 
	87.	 	The Directors may entrust to and confer upon a Managing Director any of the powers
exercisable by them upon such terms and conditions and with such restrictions as they may think
fit and either collaterally with or to the exclusion of their own powers and may from time to
time revoke, withdraw, alter or vary all or any of such powers.





PROCEEDINGS OF DIRECTORS





	88.	 	Except as otherwise provided by these Articles, the Board shall hold a regular meeting at
least once each calendar quarter at a location the Board shall determine. The date, time and
location of any such regular meeting shall be established by the Board and notified to each
Director in writing at least fourteen (14) days in advance.
	 
	89.	 	Special meetings of the Board shall be held upon the request of the Chairman or any Director
upon at least five (5) Business Days’ written notice (containing the agenda, date, time and
place of the meeting) to the Directors and shall be held at such time and place designated in
such notice, provided, however, that if any Reserved Matter is to be voted on in any meeting of
the Board, the notice for such meeting shall specify such Reserved Matter separately from other
matters and provided further, if notice is given in person, by cable, telex or telecopy the same
shall be deemed to have been given on the day it is delivered to the Directors or transmitting
organisation as the case may be. The provisions of Article 44 shall apply mutatis mutandis with
respect to notices of meetings of Directors.
	 
	90.	 	The quorum for any meeting of the Board shall be a majority of the Directors, consisting of
at least two (2) Ordinary Directors and, if any, the TPG Director, each Director present
personally or by his alternate. If within half an hour of the time appointed for the meeting no
quorum is present, the meeting shall be adjourned to the same day one (1) week later at the same
time and place or to such other day or
time as the Chairman may designate upon at least five (5) days’ written notice to all of the
Directors. If at the adjourned meeting no quorum is present within half an hour from the time
appointed for the meeting, any two (2) Directors present at such meeting shall constitute a
quorum; provided, however, that no action or decision shall be taken on any matter not specified
in the agenda of the meeting when it was first called.
	 
	91.	 	The continuing Directors may act notwithstanding any vacancy in their body, but if and so
long as their number is reduced below the number fixed by or pursuant to these Articles as the
necessary quorum of Directors the continuing Directors or Director may act for the purpose of
increasing the number of Directors to that number, or of summoning a general meeting of the
Company, but for no other purpose.
	 
	92.	 	The Chairman of the Board (the “Chairman”) shall be one of the Ordinary Directors. The
Chairman shall chair all meetings of the Board; provided, however, that if the Chairman is
absent from any such meeting, one of the other Ordinary Directors shall chair such meeting.
	 
	93.	 	The Directors may delegate any of their powers to committees consisting of such member or
members of the Board of Directors (including Alternate Directors in the absence of their
appointors) as they think fit; any committee so formed shall in the exercise of the powers so
delegated conform to any regulations that may be imposed on it by the Directors.
	 
	94.	 	A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be




36









 






	 	 	determined by a majority of votes of the members present, and the Chairman shall not have
a second or casting vote.






	95.	 	All acts done by any meeting of the Directors or of a committee of Directors (including any
person acting as an alternate Director) shall, notwithstanding that it be afterwards discovered
that there was some defect in the appointment of any Director or alternate Director, or that
they or any of them were disqualified, be as valid as if every such person had been duly
appointed and qualified to be a Director or alternate Director as the case may be.
	 
	96.	 	The Directors may hold a meeting of the Directors by means of a telephone conference and
members of the Board or of any committee thereof may participate in a meeting of the Board or of
such committee by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other and participation in a
meeting pursuant to this provision shall constitute presence in person at such meeting. The
Board may take action by written resolution signed and approved by all of the Directors in lieu
of holding a meeting. Such written resolution may be signed in counterparts.






	97.	(a)	 	A Director but not an alternate Director may be represented at any meetings of the Board
by a proxy appointed by him in which event the presence or vote of the proxy shall for all
purposes be deemed to be that of the Director.






	 	(b)	 	The provisions of Articles 63-66 shall mutatis mutandis apply to the appointment of
proxies by Directors.






	98.	(a)	 	Except as otherwise provided in, or delegated in accordance with, these Articles or
required by applicable law, all matters requiring the approval of the Board shall be subject to
the approval of a majority of the Directors present and voting at a duly convened meeting.






	 	(b)	 	Notwithstanding anything in these Articles to the contrary, all matters relating to
the Qualified IPO will be subject to Board approval pursuant to Article 98(a) and will not be
considered a Reserved Matter subject to consent pursuant to Article 98(c).
	 
	 	(c)	 	Any of the following matters shall, in addition to the approval of the Members of the
Company as set forth in Article 63, be subject to the approval of a majority of the Directors
present and voting at a duly convened meeting at which the TPG Director shall not have voted
against such matter (each a “Reserved
Matter”), provided, however, that, unless the TPG
Director agrees, no such Reserved Matter may be proposed at any such meeting unless the notice
for such meeting provided pursuant to Articles
87 or 88 contains reasonably sufficient details regarding such Reserved Matter; provided further, that the TPG Director shall not unreasonably vote against any matter falling under
Article 98(c)(x) if the purpose for incurring the additional Indebtedness is for the
development of additional oilfields and other related businesses of the Company or any Material
Subsidiary. In the event that the Board cannot reach a resolution of any Reserved Matter
within thirty (30) days of the calling of the initial meeting for such matter, the Company and
the Members shall reasonably cooperate and use reasonable best efforts to work towards a
mutually agreeable resolution.






	 	(i)	 	any Trade Sale, merger, consolidation, reorganization or acquisition, or any other
transaction that would constitute a change of control, of the Company or any Material Subsidiary;
	 
	 	(ii)	 	any sale of all or substantially all of the business of the Company or any Material
Subsidiary;
	 
	 	(iii)	 	any material change in the scope of business of the Company or MIE;
	 
	 	(iv)	 	the creation, grant or issuance of any New Securities by the Company or any shares




37









 






	 	 	 	or rights to subscribe for, or options, warrants or other securities
convertible into or exercisable or exchangeable for, equity securities of any
member of the MIE Group (other than any creation, grant or issuance of a new
series of preferred shares of the Company (the “New Preferred Shares”);
provided that (a) the New Preferred Shares shall only be issued to a third
party investor (other than FEEL or any of its Affiliates) which is a leading
reputable international institutional investor, (b) the aggregate principal
amount, face amount or liquidation preference amount of the New Preferred
Shares shall not exceed US$20,000,000 at any time outstanding, (c) the per
share subscription price of the New Preferred Shares shall be equal to or
higher than the Per Share Subscription Price (as defined in the TPG SPA), and
(d) the terms and conditions of, or rights relating to, the New Preferred
Shares (whether pursuant to the Restated Articles, contractual or otherwise)
are not more favorable than those applicable to the Series A Preferred Shares
taking into consideration the percentage of shareholding represented by the
New Preferred Shares;






	 	(v)	 	any redemption or repurchase by the Company of any equity securities of the
Company, other than a redemption of the Put Shares (as defined in the TPG SPA or a
redemption of any Shares held by Sino Link pursuant to the put option granted to Sino Link
under the Sino Link SPA);
	 
	 	(vi)	 	change in any rights attaching to any securities issued by the Company or
granting of any right to the holders of any securities issued by the Company if (a) the
holder(s) of such rights is FEEL or any of its Affiliates or (b) such rights are superior
to the rights of the holders of the Series A Preferred Shares;
	 
	 	(vii)	 	any declaration, setting aside or payment of any dividend or other
distribution in respect of the Shares, except as set forth in the Shareholders’ Agreement.
	 
	 	(viii)	 	any repayment by MIE of any loan from a direct or indirect shareholder;
	 
	 	(ix)	 	incurrence of annual expenses by any member of the MIE Group for an individual
item or directly related group of items, or any transaction, which is both outside the
scope of the then annual budget as approved by the Joint Management Committee under the
Company’s existing production sharing contracts with China National Petroleum Corporation
(the “JMC Budget”) and which annual expense, in the aggregate, exceeds the greater of
US$10,000,000 and 10% of the then current JMC
Budget;
	 
	 	(x)	 	incurring any additional Indebtedness (other than any Indebtedness incurred
under the CITIC KaWah Facility) exceeding in the aggregate US$20,000,000 during the
12-month period following the date of the completion of the Company’s initial
Series A Preferred Shares financing and US$40,000,000 during the 24-month
period following the date of the completion under the TPG SPA;
	 
	 	(xi)	 	entering by any member of the MIE Group into any transaction with any Person
involving the making of payments by or obligations or liabilities of any member of the MIE
Group outside the ordinary course of business in excess of US$15,000,000;
	 
	 	(xii)	 	entering by any member of the MIE Group into any transaction with any
Affiliate or any Member, director or officer or member of the Company or Affiliate of any
Member, director or officer or member of the Company outside the ordinary course of
business, except as set forth in the Shareholders’Agreement.
	 
	 	(xiii)	 	any amendment of the Memorandum or these Articles or other governing
documents of any member of the MIE Group to the extent such amendment would adversely
affect the rights already granted to the holders of the Series A Preferred




38









 






	 	 	 	Shares;






	 	(xiv)	 	any liquidation, winding up, dissolution, receivership, bankruptcy or any like scheme
or arrangement of the Company or any Material Subsidiary;
	 
	 	(xv)	 	any appointment or removal of the auditors of the Company or any Material Subsidiary;
	 
	 	(xvi)	 	any material change to the accounting or tax policies of the Company or any Material
Subsidiary, other than any material change implemented to be in compliance with any relevant
laws, rules and regulations applicable to the Company;
	 
	 	(xvii)	 	the creation of any Encumbrance over any material asset or group of assets of, or
over substantially all the undertaking of, any member of the MIE Group (save for Encumbrances
that (i) arise by operation of law or (ii) which any member of the MIE Group is obliged to create
under the terms of the CITIC KaWah Facility) or the giving by any member of the MIE Group of any
guarantee or indemnity in respect of the obligation of any person (other than any guarantee or
indemnity given by a member of the MIE Group in respect of the obligations of the Company or of a
wholly-owned subsidiary of the Company or any guarantee or indemnity given by a member of the MIE
Group under the terms of the TPG SPA or the Sino Link SPA. );
	 
	 	(xviii)	 	(i) acquisition of the whole or any significant part of any business or undertaking
or any shares in the capital, of a company, or formation of any subsidiary company or subsidiary
undertaking, (ii) entering into any joint venture or partnership with any person, or (iii)
engagement in any kind of overseas expansion, in each case, exceeding US$20,000,000 in total
expenditure or purchase price, as the case may be;
	 
	 	(xix)	 	any settlement of any material litigation, arbitration or administrative proceeding
involving any member of the MIE Group in excess of US$3,000,000;
	 
	 	(xx)	 	the determination of the final price per Ordinary Share of the Company (or the
aggregate price of the number of American Depositary Receipt, Global Depositary Receipt or other
similar securities representing one Ordinary Share of the Company) to be offered in connection
with any Qualified IPO (the “Per Share IPO Price”) if and only if such Per Share IPO Price
multiplied by the total number of Ordinary Shares which TPG would hold (on an as converted basis
in accordance with these Articles) upon the Qualified IPO of the Company would be less than the
sum of (i) the difference between the Subscription Price (as defined in the TPG SPA) minus the
Transaction Fees (as defined in the TPG SPA) plus (ii) thirty (30) percent per annum on such
amount compounded on an annual basis from the Completion Date (as defined in the TPG SPA) through
the closing date of such Qualified IPO of the Company; and
	 
	 	(xxi)	 	the delegation of any authority of the Board, or the agreement with any Person,
conditionally or otherwise, to do any of the foregoing.






	 	(d)	 	Each Director shall have one (1) vote and no Director shall have a casting vote.





VACATION OF OFFICE OF DIRECTOR





	99.	 	The office of a Director shall be vacated:






	 	(a)	 	if he gives notice in writing to the Company that he resigns the office of Director;




39









 












	 	(b)	 	if he absents himself (without being represented by proxy or an alternate Director
appointed by him) from three consecutive meetings of the Board of Directors without special leave
of absence from the Directors, and they pass a resolution that he has by reason of such absence
vacated office;
	 
	 	(c)	 	if he dies, becomes bankrupt or makes any arrangement or composition with his creditors
generally;
	 
	 	(d)	 	if he is found a lunatic or becomes of unsound mind.





APPOINTMENT AND REMOVAL OF DIRECTORS





	100.	 	Appointment of Directors. In the event of the appointment of a Director nominated in
accordance with Article 70, the Members shall vote their Shares to cause the appointment to the
Board of the Director so designated for appointment by the appropriate Member.
	 
	101.	 	Removal of Directors. A Director may be removed and replaced at any time by the Member(s)
that has nominated such Director in accordance with the provisions of the Statute. If a Director
becomes disqualified under applicable law, his position of Director shall be vacated and the
Member that nominated such Director shall nominate a new Director in accordance with Article 70
and the Members shall vote their Shares to cause the election to the Board of any such new
Director. In the event of such a removal and/or replacement of a Director in accordance with
this Article 101 and Article 102, and subject always to the terms of Article 70, the Members
shall vote their Shares to cause (i) the removal from the Board of the Director so designated
for removal by the appropriate Member(s) and (ii) the election to the Board of any new Director
so designated for election to the Board by the appropriate Member(s).
	 
	102.	 	Method of Nomination and Removal. Nominations and removals of Directors shall be by written
memorandum signed by the relevant Member(s) and shall be effective from the time stated in the
memorandum or, if no time is stated, from the time when the memorandum is lodged at the
Company’s registered office.





PRESUMPTION OF ASSENT





	103.	 	A Director who is present at a meeting of the Board at which action on any Company matter
is taken shall be presumed to have assented to the action taken unless his dissent shall be
entered in the Minutes of the meeting or unless he shall file his written dissent from such
action with the person acting as the Secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to such person immediately after the adjournment
of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such
action.





[RESERVED]





	104.	 	[Reserved].





SEAL





	105.	(a)	 	The Company may, if the Directors so determine, have a Seal which shall, subject to
paragraph (c) hereof, only be used by the authority of the Directors or of a committee of the
Directors authorised by the Directors in that behalf and every instrument to which the Seal has
been affixed shall be signed by one person who shall be either a Director or the Secretary or
Secretary-Treasurer or some person appointed by the Directors for the purpose.






	 	(b)	 	The Company may have for use in any place or places outside the Cayman Islands a duplicate
Seal or Seals each of which shall be a facsimile of the Seal of the Company and, if




40









 






	 	 	 	the Directors so determine, with the addition on its face of the name of every place
where it is to be used.






	 	(c)	 	A Director, Secretary or other officer or representative or attorney may without
further authority of the Directors affix the Seal of the Company over his signature alone to
any document of the Company required to be authenticated by him under Seal or to be filed with
the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.





OFFICERS





	106.	 	The Company may have a President, a Secretary or Secretary-Treasurer appointed by the
Directors who may also from time to time appoint such other officers as they consider necessary,
all for such terms, at such remuneration and to perform such duties, and subject to such
provisions as to disqualification and removal as the Directors from time to time prescribe.





DIVIDENDS, DISTRIBUTIONS AND RESERVE





	107.	 	Subject to the Statute and these Articles, the Directors may from time to time declare
dividends (including interim dividends) and distributions on shares of the Company outstanding
and authorise payment of the same out of the funds of the Company lawfully available therefore.
	 
	108.	 	The Directors may, before declaring any dividends or distributions, set aside such sums as
they think proper as a reserve or reserves which shall at the discretion of the Directors, be
applicable for any purpose of the Company and pending such application may, at the like
discretion, be employed in the business of the Company.
	 
	109.	 	No dividend or distribution shall be payable except out of the profits of the Company,
realised or unrealised, or out of the share premium account or as otherwise permitted by the
Statute.
	 
	110.	 	Subject to the rights of persons, if any, entitled to shares with special rights as to
dividends or distributions, if dividends or distributions are to be declared on a class of
shares they shall be declared and paid according to the amounts paid or credited as paid on the
shares of such class outstanding on the record date for such dividend or distribution as
determined in accordance with these Articles but no amount paid or credited as paid on a share
in advance of calls shall be treated for the purpose of this Article as paid on the share.
	 
	111.	 	The Directors may deduct from any dividend or distribution payable to any Member all sums
of money (if any) presently payable by him to the Company on account of calls or otherwise.
	 
	112.	 	The Directors may declare that any dividend or distribution be paid wholly or partly by the
distribution of specific assets and in particular of paid up shares, debentures, or debenture
stock of any other company or in any one or more of such ways and where any difficulty arises in
regard to such distribution, the Directors may settle the same as they think expedient and in
particular may issue fractional certificates and fix the value for distribution of such specific
assets or any part thereof and may determine that cash payments shall be made to any Members
upon the footing of the value so fixed in order to adjust the rights of all Members and may vest
any such specific assets in trustees as may seem expedient to the Directors.
	 
	113.	 	Any dividend, distribution, interest or other monies payable in cash in respect of shares
may be paid by cheque or warrant sent through the post directed to the registered address of the
holder or, in the case of joint holders, to the holder who is first named on the register of
Members or to such person and to such address as such holder or joint holders may in writing
direct. Every such cheque or warrant shall be made payable to the order of the person to whom it
is sent. Any one of two or more joint holders may give effectual receipts for any dividends,
bonuses, or other monies payable in respect of the share held by them as joint holders.





41









 









	114.	 	No dividend or distribution shall bear interest against the Company.





CAPITALISATION





	115.	 	The Company may upon the recommendation of the Directors by ordinary resolution authorise
the Directors to capitalise any sum standing to the credit of any of the Company’s reserve
accounts (including share premium account and capital redemption reserve fund) or any sum
standing to the credit of profit and loss account or otherwise available for distribution and to
appropriate such sum to Members in the proportions in which such sum would have been divisible
amongst them had the same been a distribution of profits by way of dividend and to apply such
sum on their behalf in paying up in full unissued shares for allotment and distribution credited
as fully paid up to and amongst them in the proportion aforesaid. In such event the Directors
shall do all acts and things required to give effect to such capitalisation, with full power to
the Directors to make such provisions as they think fit for the case of shares becoming
distributable in fractions (including provisions whereby the benefit of fractional entitlements
accrue to the Company rather than to the Members concerned). The Directors may authorise any
person to enter on behalf of all of the Members interested into an agreement with the Company
providing for such capitalisation and matters incidental thereto and any agreement made under
such authority shall be effective and binding on all concerned.





BOOKS OF ACCOUNT





	116.	 	The Directors shall cause proper books of account to be kept with respect to:






	 	(a)	 	all sums of money received and expended by the Company and the matters in respect of
which the receipt or expenditure takes place;
	 
	 	(b)	 	all sales and purchases of goods by the Company;
	 
	 	(c)	 	the assets and liabilities of the Company.






	 	 	Proper books shall not be deemed to be kept if there are not kept such books of account as
are necessary to give a true and fair view of the state of the Company’s affairs and to explain
its transactions.
	 
	117.	 	The Directors may from time to time cause to be prepared and to be laid before the Company
in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such
other reports and accounts as may be required by law.





AUDIT





	118.	 	The Company may at any Annual General Meeting appoint an Auditor or Auditors of the Company
who shall hold office until the next Annual General Meeting and may fix his or their
remuneration.
	 
	119.	 	The Directors may before the first Annual General Meeting appoint an Auditor or Auditors of
the Company who shall hold office until the first Annual General Meeting unless previously
removed by an ordinary resolution of the Members in general meeting in which case the Members at
that meeting may appoint Auditors. The Directors may fill any casual vacancy in the office of
Auditor but while any such vacancy continues the surviving or continuing Auditor or Auditors, if
any, may act. The remuneration of any Auditor appointed by the Directors under this Article may
be fixed by the Directors.
	 
	120.	 	Every Auditor of the Company shall have a right of access at all times to the books and
accounts and vouchers of the Company and shall be entitled to require from the Directors and
Officers of the Company such information and explanation as may be necessary for the performance
of the duties




42









 






	 	 	of the auditors.






	121.	 	Auditors shall at the next Annual General Meeting following their appointment and at any
other time during their term of office, upon request of the Directors or any general meeting of
the Members, make a report on the accounts of the Company in general meeting during their tenure
of office.





NOTICES





	122.	 	Notices shall be in writing and may be given by the Company to any Member either personally or
by sending it by post, cable, telex or telecopy to him or to his address as shown in the
register of Members, such notice, if mailed, to be forwarded airmail if the address be outside
the Cayman Islands.






	123.	(a)	 	Where a notice is sent by post, service of the notice shall be deemed to be effected by
properly addressing, pre-paying and posting a letter containing the notice, and to have been
effected at the expiration of sixty (60) hours after the letter containing the same is posted as
aforesaid.






	 	(b)	 	Where a notice is sent by cable, telex, telecopy or electronic message, service of the
notice shall be deemed to be effected by properly addressing, and sending such notice through a
transmitting organisation and to have been effected on the day the same is sent as aforesaid.






	124.	 	A notice may be given by the Company to the joint holders of record of a share by giving
the notice to the joint holder first named on the register of Members in respect of the share.
	 
	125.	 	A notice may be given by the Company to the person or persons which the Company has been
advised are entitled to a share or shares in consequence of the death or bankruptcy of a Member
by sending it through the post as aforesaid in a pre-paid letter addressed to them by name, or
by the title of representatives of the deceased, or trustee of the bankrupt, or by any like
description at the address supplied for that purpose by the persons claiming to be so entitled,
or at the option of the Company by giving the notice in any manner in which the same might have
been given if the death or bankruptcy had not occurred.
	 
	126.	 	Notice of every general meeting shall be given in any manner hereinbefore authorised to:






	 	(a)	 	every person shown as a Member in the register of Members as of the record date for
such meeting except that in the case of joint holders the notice shall be sufficient if given to
the joint holder first named in the register of Members.
	 
	 	(b)	 	every person upon whom the ownership of a share devolves by reason of his being a legal
personal representative or a trustee in bankruptcy of a Member of record where the Member of
record but for his death or bankruptcy would be entitled to receive notice of the meeting; and






	 	 	No other person shall be entitled to receive notices of general meetings.





WINDING UP





	127.	 	If the Company shall be wound up the liquidator may, with the sanction of a Special
Resolution of the Company and any other sanction required by the Statute, divide amongst the
Members in specie or kind the whole or any part of the assets of the Company (whether they shall
consist of property of the same kind or not) and may for such purpose set such value as he deems
fair upon any property to be divided as aforesaid and may determine how such division shall be
carried out as between the Members or different classes of Members. The liquidator may with the
like sanction, vest the whole or any part of such assets in trustees upon such trusts for the
benefit of the




43









 






	 	 	contributories as the liquidator, with the like sanction, shall think fit, but so that no
Member shall be compelled to accept any shares or other securities whereon there is any
liability.






	128.	 	If the Company shall be wound up, and the assets available for distribution amongst the
Members as such shall be insufficient to repay the whole of the paid-up capital, such assets
shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in
proportion to the capital paid up, or which ought to have been paid up, at the commencement of
the winding up on the shares held by them respectively. And if in a winding up the assets
available for distribution amongst the Members shall be more than sufficient to repay the whole
of the capital paid up at the commencement of the winding up, the excess shall be distributed
amongst the Members in proportion to the capital paid up at the commencement of the winding up
on the shares held by them respectively. This Article is to be without prejudice to the rights
of the holders of shares issued upon special terms and conditions.





INDEMNITY





	129.	 	The Directors and officers for the time being of the Company and any trustee for the time being
acting in relation to any of the affairs of the Company and their heirs, executors,
administrators and personal representatives respectively shall be indemnified out of the assets
of the Company from and against all actions, proceedings, costs, charges, losses, damages and
expenses which they or any of them shall or may incur or sustain by reason of any act done or
omitted in or about the execution of their duty in their respective offices or trusts, except
such (if any) as they shall incur or sustain by or through their own wilful neglect or default
respectively and no such Director, officer or trustee shall be answerable for the acts,
receipts, neglects or defaults of any other Director, officer or trustee or for joining in any
receipt for the sake of conformity or for the solvency or honesty of any banker or other persons
with whom any monies or effects belonging to the Company may be lodged or deposited for safe
custody or for any insufficiency of any security upon which any monies of the Company may be
invested or for any other loss or damage due to any such cause as aforesaid or which may happen
in or about the execution of his office or trust unless the same shall happen through the wilful
neglect or default of such Director, Officer or trustee.





FINANCIAL YEAR





	130.	 	Unless the Directors otherwise prescribe, the financial year of the Company shall end on
31st December in each year and, following the year of incorporation, shall begin on 1st January
in each year.





AMENDMENTS OF ARTICLES





	131.	 	Subject to the Statute and these Articles, the Company may at any time and from time to
time by Special Resolution alter or amend these Articles in whole or in part.





TRANSFER BY WAY OF CONTINUATION





	132.	 	If the Company is exempted as defined in the Statute, it shall, subject to the provisions
of the Statute and with the approval of a Special Resolution, have the power to register by way
of continuation as a body corporate under the laws of any jurisdiction outside the Cayman
Islands and to be deregistered in the Cayman Islands.





44









 








Execution Copy




EXHIBIT C




SHAREHOLDERS AGREEMENT



 









 





Execution Copy








Dated This                      day of October 2009




By and Among



TPG Star Energy Ltd.



Sino link Limited



Far East Energy Limited



MI Energy Corporation



AND



MIE Holdings Corporation



 





AMENDED AND RESTATED



SHAREHOLDERS’ AGREEMENT



In Relation To



MIE HOLDINGS CORPORATION



 





 









 




TABLE OF CONTENTS







	 	 	 	 	 	 	 	 	 
	 	1.	 	 	DEFINITIONS AND INTERPRETATION
	 	 	2	 
	 	2.	 	 	RESTRICTIONS ON TRANSFERABILITY
	 	 	9	 
	 	3.	 	 	PREEMPTION RIGHTS
	 	 	16	 
	 	4.	 	 	[Intentionally Left Blank]
	 	 	17	 
	 	5.	 	 	COVENANTS
	 	 	17	 
	 	6.	 	 	BOARD OF DIRECTORS
	 	 	19	 
	 	7.	 	 	MEETINGS OF SHAREHOLDERS
	 	 	22	 
	 	8.	 	 	ANNOUNCEMENTS AND CONFIDENTIALITY
	 	 	23	 
	 	9.	 	 	NOTICES
	 	 	24	 
	 	10.	 	 	GOVERNING LAW AND PRIORITY
	 	 	26	 
	 	11.	 	 	TERMINATION OF AGREEMENT
	 	 	26	 
	 	12.	 	 	ARBITRATION
	 	 	27	 
	 	13.	 	 	CERTAIN ADDITIONAL COVENANTS OF THE PARTIES
	 	 	28	 
	 	14.	 	 	MISCELLANEOUS
	 	 	29	 








 











 




THIS AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made on the
___day of October 2009 by and among





	(1)	 	TPG STAR ENERGY LTD., an exempted company incorporated with limited liability in the Cayman
Islands (“TPG”);
	 
	(2)	 	Sino Link Limited, an exempted company incorporated in Cayman Islands with limited
liability (“Sino Link”, and together with TPG, each an “Investor” and together the
“Investors”);
	 
	(3)	 	FAR EAST ENERGY LIMITED, a company incorporated in the Hong Kong Special Administration
Region of the People’s Republic of China (“FEEL”);
	 
	(4)	 	MI ENERGY CORPORATION, an exempted company incorporated with limited liability in the Cayman
Islands (“MIE”); and
	 
	(5)	 	MIE HOLDINGS CORPORATION, an exempted company incorporated with limited liability in the
Cayman Islands (the “Company”).




(The Investors and FEEL are hereinafter referred to collectively as the “Shareholders” and
individually as a “Shareholder”. The Investors, FEEL, MIE and the Company are hereinafter
referred to collectively as the “Parties” and individually as a “Party”).



WHEREAS, TPG, FEEL, the Company and MIE are parties to the Series A Preferred Shares Subscription
and Put Option Agreement dated June 19, 2009 (the “TPG SPA”), pursuant to which TPG
subscribed for 2,145,749 Series A Preferred Shares;



WHEREAS, Standard Bank Plc, a financial institution incorporated in England (“Standard Bank”),
and the Parties (other than Sino Link) entered into a shareholders’ agreement dated July 9, 2009
(the “Original Shareholders’ Agreement”) in relation to the Company;



WHEREAS, Standard Bank, FEEL and others entered into an agreement dated October ___, 2009
pursuant to which, among other things, Standard Bank would transfer 197,049 Ordinary Shares to
FEEL and cease to be a shareholder of the Company;



WHEREAS, Sino Link, FEEL, Zhang Ruilin (“Zhang”), Zhao Jiangwei (“Zhao”) and
Shang Zhiguo (“Shang” and collectively with Zhang and Zhao, the “FEEL
Shareholders”) entered into the Shares Purchase Agreement dated October ___, 2009 (the
“Sino Link SPA”) pursuant to which Sino Link purchased 363,373 Series A Preferred Shares
on the terms and subject to the conditions contained in the Sino Link SPA;



WHEREAS, the respective obligations of the parties under the Sino Link SPA to be performed at the
Completion (as defined in the Sino Link SPA) are conditioned upon the execution and delivery of
this Agreement by the Parties; and



WHEREAS, the Parties are desirous of entering into this Agreement to (i) reflect Standard Bank’s
departure, (ii) terminate, supercede and replace the Original Shareholders’ Agreement in its
entirety by this Agreement, and (iii) regulate the relationship of the Shareholders inter se and
with the Company.










 



Page 2



NOW THEREFORE, upon the terms and subject to the conditions stated herein, the Parties agree as
follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions. In this Agreement, the following words have the following respective meanings:





	 	 	 
	“Adjourned Meeting”

	 	has the meaning given such term in Clause 6.10.
	 
	 	 
	“Affiliate”

	 	means, with respect to any specified Person, any other Person who
or which, directly or indirectly, controls, is controlled by, or is
under common control with, such specified Person, including,
without limitation, any general partner, officer, director, member,
manager or employee of such Person and any investment fund now
or hereafter existing that is controlled by or under common control
with one or more general partners or managing members of, or
shares the same management company with, such Person;
provided, that (i) with respect to TPG, Affiliate shall include any
other person that controls, is controlled by, or is under common
control with TPG Star, L.P. and/or its Affiliates, (ii) with respect to
Sino Link, Affiliate shall only include any other person that
directly controls and holds a majority interest in Sino Link, and (iii)
with respect to FEEL, Affiliate shall include Zhang Ruilin and
Zhao Jiangwei and each of their respective Affiliates.
	 
	 	 
	“Agreement”

	 	has the meaning given such term in the Preamble.
	 
	 	 
	“Annual General
Meeting”

	 	has the meaning given such term in Clause 7.1.
	 
	 	 
	“Board”

	 	means the board of directors for the time being of the Company or
the Directors present or deemed present at a duly convened
meeting of the Directors at which a quorum is present.
	 
	 	 
	“Business Day”

	 	means any day that is not a Saturday, a Sunday or a day on which
banks are required or permitted to be closed in the Hong Kong
SAR or the People’s Republic of China.
	 
	 	 
	“Chairman”

	 	has the meaning given such term in Clause 6.8.
	 
	 	 
	“CITIC KaWah
Facility”

	 	means the US$200,000,000 Transferable Term Loan and
Revolving Credit Facility Agreement dated 28 July 2009 between
MI Energy Corporation as borrower, CITIC Ka Wah Bank
Limited as facility agent and offshore security agent, China CITIC
Bank Corporation Limited, Guangzhou Branch as onshore
security agent, and the banks and other financial institutions
named therein as lenders.
	 
	 	 
	“Companies Law”

	 	means the Companies Law (2007 Revision) of the Cayman Islands,












 



Page 3


	 	 	 
	 

	 	as amended, and every statutory modification or reenactment
thereof for the time being in force.
	 
	 	 
	“Company”

	 	has the meaning given such term in the Preamble.
	 
	 	 
	“Company Employee
Share Option Scheme”

	 	has the meaning given such term in Clause 5.3.
	 
	 	 
	“Competing Business”

	 	means, in respect of any Person, any business engaged by such
Person that competes, directly or indirectly, with the Company or
any of its Subsidiaries.
	 
	 	 
	“control”

	 	means possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such other
Person (whether through ownership interest, by contract or
otherwise); provided, however, that, in any event, any Person that
owns directly or indirectly more than fifty percent (50%) of the
ordinary voting interests in such other Person shall be deemed to
control such other Person.
	 
	 	 
	“Cut-Off Date”

	 	has the meaning given such term in Clause 2.2(b).
	 
	 	 
	“Debt Settlement
Transactions”

	 	has the meaning given such term in the TPG SPA.
	 
	 	 
	“Director”

	 	means an appointed director of the Company, including, where
applicable, an alternate director.
	 
	 	 
	“Effective Date”

	 	has the meaning given such term in the Amendment.
	 
	 	 
	“Electing Offeree”

	 	has the meaning given such term in Clause 2.2(b).
	 
	 	 
	“Encumbrance”

	 	means any deed to secure debt, assignment, security right, pledge,
lien, charge, option, encumbrance and claim or right of any kind
of third Persons, whether voluntarily incurred or arising by
operation of law, including any agreement to give any of the
foregoing in the future, and in relation to shares in the issued
shares capital of a company, any right to appoint a proxy,
exercisable by any party other than the holder of such shares.
	 
	 	 
	“Extended Cut-Off
Date”

	 	has the meaning given such term in Clause 2.2(c).
	 
	 	 
	“Extended
Preemption Cut-Off
Date”

	 	has the meaning given such term in Clause 3.2(b).
	 
	 	 
	“FEEL”

	 	has the meaning given such term in the Preamble.
	 
	 	 
	“FEEL Directors”

	 	has the meaning given such term in Clause 6.2(b).
	 
	 	 
	“FEEL Shareholders”

	 	has the meaning given such term in the Recitals.












 



Page 4


	 	 	 
	“General Meeting”

	 	means any general meeting of the Shareholders.
	 
	 	 
	“HKIAC”

	 	has the meaning given such term in Clause 12.2.
	 
	 	 
	“Indebtedness”

	 	means all (i) funded indebtedness of the Company and its
Subsidiaries, including, (A) all funded obligations for borrowed
money, (B) funded obligations evidenced by bonds, notes,
debentures, loan agreements or similar instruments, (C) otherwise
as an account party in respect of or arising under letters of credit,
bankers’ acceptances, bank guaranties, surety bonds and similar
instruments, (ii) the aggregate amount required to be capitalized
under leases under which the Company or any of its Subsidiaries is
the lessee, (iii) obligations of the Company or any of its
Subsidiaries for deferred purchase price of property or services
(other than trade accounts payable in the ordinary course of
business), and (iv) all accrued and unpaid interest on any of the
foregoing.
	 
	 	 
	“Investor” or
“Investors”

	 	have the meanings given such terms in the Preamble.
	 
	 	 
	“JMC Budget”

	 	means an annual budget as approved by the Joint Management
Committee under the Company’s existing production sharing
contracts with China National Petroleum Corporation.
	 
	 	 
	“Joint Management
Committee”

	 	has the meaning given such term in the Production Sharing
Contracts.
	 
	 	 
	“Management
Accounts”

	 	means the unaudited management accounts of the Company and of
each of the Company’s Subsidiaries, in the agreed form.
	 
	 	 
	“Material Subsidiary”

	 	means MIE and any other member of the MIE Group having more
than 10% of the assets of the MIE Group as shown in the latest
financial statements of that entity.
	 
	 	 
	“MIE”

	 	has the meaning given such term in the Preamble.
	 
	 	 
	“MIE Group”

	 	means the Company, its Subsidiaries and other entities controlled
directly or indirectly by the Company.
	 
	 	 
	“MIE Loan”

	 	has the meaning given such term in the TPG SPA.
	 
	 	 
	“Minimum
Shareholding
Percentage”

	 	means a Shareholding Percentage of not less than five percent
(5%).
	 
	 	 
	“New Securities”

	 	means Shares or rights, option, warrants or other securities
convertible into or exercisable or exchangeable for Shares after
the date of this Agreement, other than Shares issued or issuable:
	 
	 	 
	 

	 	(a) pursuant to the Company Employee Share Option Scheme
in accordance with Clause 5.3;












 



Page 5


	 	 	 
	 

	 	(b) upon conversion of the Series A Preferred Shares;
	 
	 	 
	 

	 	(c) as a dividend or other distribution on the Series A
Preferred Shares;
	 
	 	 
	 

	 	(d) pursuant to a Qualified IPO; and
	 
	 

	 	(e) in connection with any stock split or stock dividend.
	 
	 	 
	“Non-Competing
Person”

	 	means any Person that is not engaged, directly or indirectly, in a
Competing Business, it being understood that TPG and Sino Link
are Non-Competing Persons.
	 
	 	 
	“Non-Offering
Shareholders”

	 	has the meaning given such term in Clause 2.2(a).
	 
	 	 
	“Notices”

	 	has the meaning given such term in Clause 9.
	 
	 	 
	“OFAC”

	 	has the meaning given such term in Clause 13.5.
	 
	 	 
	“Offered Shares”

	 	has the meaning given such term in Clause 2.2(a).
	 
	 	 
	“Offering
Shareholder”

	 	has the meaning given such term in Clause 2.2(a).
	 
	 	 
	“Ordinary Shares”

	 	means the ordinary shares, US$0.01 par value each, of the
Company.
	 
	 	 
	“Participant”

	 	has the meaning given such term in Clause 2.3(b).
	 
	 	 
	“Party” or “Parties”

	 	have the meanings given such terms in the Preamble.
	 
	 	 
	“Person”

	 	means any natural person, individual, partnership, joint venture,
company, corporation, trust, estate, juridical entity, firm,
association, statutory body, unincorporated organization, or
governmental authority or any other entity whether acting in an
individual, fiduciary or other capacity.
	 
	 	 
	“Pre-Approved
Affiliate Transaction”

	 	has the meaning given such term in the TPG SPA.
	 
	 	 
	“Preemption Cut-Off
Date”

	 	has the meaning given such term in Clause 3.2(a).
	 
	 	 
	“Production Sharing
Contracts”

	 	has the meaning given such term in the TPG SPA.
	 
	 	 
	“Proposed Transfer”

	 	means any Transfer of any Shares proposed by any Shareholder.
	 
	 	 
	“Prospective
Transferee”

	 	means any Person to whom a Shareholder proposes to make a
Proposed Transfer, including a Proposed Transfer by FEEL












 



Page 6


	 	 	 
	 

	 	pursuant to Clause 2.3.
	 
	 	 
	“Qualified IPO”

	 	means an underwritten public offering by the Company of its
Shares on a Recognised Stock Exchange pursuant to a prospectus
or offering circular under applicable securities laws resulting in
the shares of the Company becoming freely tradable.
	 
	 	 
	“Recognised
Stock Exchange”

	 	means NASDAQ, the New York Stock Exchange, the Toronto
Stock Exchange, the Australian Securities Exchange, the
Euronext Paris, the Tokyo Stock Exchange, the Deutsche Borse,
or the main board of any of the Stock Exchange of Hong Kong
Limited, the Singapore Stock Exchange or the London Stock
Exchange, or any other stock exchange of equal standing
reasonably agreed by TPG.
	 
	 	 
	“Remaining New
Securities”

	 	has the meaning given such term in Clause 3.2(c).
	 
	 	 
	“Required
Shareholding
Ownership Expiration
Date”

	 	has the meaning given such term in Clause 13.3.
	 
	 	 
	“Reserved Matter”

	 	means any of the matters affecting the MIE Group set forth in
Schedule 1.
	 
	 	 
	“Restated Articles”

	 	means the Third Amended and Restated Memorandum and Articles
of the Company, as set out in Exhibit B to the Sino Link SPA (as
may be amended from time to time).
	 
	 	 
	“Scheduled
Completion Date”

	 	has the meaning given such term in Clause 2.2(e).
	 
	 	 
	“Series A Preferred
Shareholder”

	 	means each holder of the Series A Preferred Shares.
	 
	 	 
	“Series A Preferred
Shares”

	 	means the Series A Preferred Shares, US$0.01 par value each, in
the Company having the rights attached thereto as set out in the
Restated Articles.
	 
	 	 
	“Shareholders”

	 	means FEEL, TPG and Sino Link, and each Person to whom the
rights of a Shareholder are assigned pursuant to Clause 14.1, each
Person who hereafter becomes a signatory to this Agreement
pursuant to Clause 2.6 and any one of them, as the context may
require.
	 
	 	 
	“Shareholding
Effective Date”

	 	has the meaning given such term in Clause 2.1.
	 
	 	 
	“Shareholding

	 	means, with respect to any Shareholder, the ratio (expressed as a
percentage) of the number of Shares held by such Shareholder to












 



Page 7


	 	 	 
	Percentage”

	 	the aggregate number of all the issued Shares. For the purposes of
determining the number of Shares held by the Shareholders, all
Series A Preferred Shares shall be deemed to have been converted
into Ordinary Shares at the then-applicable conversion ratio.
	 
	 	 
	“Shares”

	 	means the Ordinary Shares and Series A Preferred Shares, and any
other shares of the Company, whether fully or partly paid.
	 
	 	 
	“Sino Link”

	 	has the meaning given such term in the Preamble.
	 
	 	 
	“Sino Link SPA”

	 	has the meaning given such term in the Recitals.
	 
	 	 
	“Subsidiary”

	 	means, with respect to any Person:
	 
	 	 
	 

	 	(a)   any company or corporation more than fifty percent (50%) of
whose shares of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of
such company or corporation (irrespectively of whether or not
at the time shares of any class or classes of such company or
corporation shall have or might have voting power by reason of
the happening of any contingency) is at the time owned by such
Person directly or indirectly through one or more Subsidiaries
of such Person; and

	 
	 	 
	 

	 	(b)   any partnership, association, joint venture or other entity in
which such Person directly or indirectly through one or more
Subsidiaries of such Person has more than a fifty percent (50%)
equity interest.

	 
	 	 
	“Tag-Along Notice”

	 	has the meaning given such term in Clause 2.3(a).
	 
	 	 
	“Tag-Along Offer”

	 	has the meaning given such term in Clause 2.3(a).
	 
	 	 
	“Tag-Along Offer
Purchase Price”

	 	means the higher of (x) the weighted average price per Share of the
aggregate Shares (i) to be Transferred by the Tag-Along Seller to
the Prospective Transferee pursuant to Clause 2.3 and (ii)
Transferred by the Tag-Along Seller and its Affiliates during the
12-month period prior to the date of the Tag-Along Notice and (y)
the price per Share of the Shares to be transferred by the Tag-Along
Seller to the Prospective Transferee pursuant to Clause 2.3.
	 
	 	 
	“Tag-Along Seller”

	 	has the meaning given such term in Clause 2.3(a).
	 
	 	 
	“TPG”

	 	has the meaning given such term in the Preamble.
	 
	 	 
	“TPG Director”

	 	has the meaning given such term in Clause 6.2(a).
	 
	 	 
	“TPG SPA”

	 	has the meaning given such term in the Recitals.
	 
	 	 
	“Trade Sale”

	 	means a sale of all of the Shares.












 



Page 8


	 	 	 
	“Transfer”

	 	means the direct or indirect sale (including by merger or sale of
equity of a Person or an Affiliate of a Person having shares), offer
to sell, pledge, mortgage, encumbrance, gift, assignment, transfer
or disposition of Shares, or any rights or interest therein or
afforded thereby, or entering into any contract or agreement to do
any of the foregoing, voluntarily or involuntarily.
	 
	 	 
	“Transfer Notice”

	 	has the meaning given such term in Clause 2.2(a).
	 
	 	 
	“Transaction
Agreements”

	 	has the meaning given such term in the TPG SPA.
	 
	 	 
	“UNCITRAL Rules”

	 	has the meaning given such term in Clause 12.2(a).
	 
	 	 
	“US$”

	 	means the lawful currency of the United States of America.
	 
	 	 
	“Voting Percentage”

	 	means, with respect to any Shareholder at any particular time, the
ratio (expressed as a percentage) of the number of votes which
may be cast at that time at a meeting of the shareholder of the
Company in relation to Shares owned, directly or indirectly, by
such Shareholder and its Affiliates to the aggregate number of all
the votes which may be cast at that time at any such meeting of
the shareholders in relation to all issued Shares.







	1.2	 	Principles of Construction.






	 	(a)	 	Any document expressed to be in “agreed form” means a document in or
substantially in the form approved by, and signed for identification purposes by
or on behalf of, all the Parties.
	 
	 	(b)	 	The words “hereof,” “herein” and “ hereunder” and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement.
	 
	 	(c)	 	The words “include,” “including” and “among other things” shall be
deemed to be followed by “without limitation” or “but not limited to” whether or
not they are followed by such phrases or words of similar import.
	 
	 	(d)	 	Unless the context clearly requires otherwise, “or” is not exclusive.
	 
	 	(e)	 	All references herein to a Party’s “knowledge” shall mean, with
respect to the matter in question, if such Party (or any of the executive officers
of such Party) has, or would reasonably be expected to have, after conducting a
reasonable investigation, actual knowledge of the matter.
	 
	 	(f)	 	Any reference to a statutory provision shall include such provision
and any regulations made in pursuance thereof as from time to time modified or
re-enacted whether before or after the date of this Agreement.












 



Page 9





	 	(g)	 	References to the Preamble, Recitals, Clauses and Schedules are to the preamble,
recitals and clauses of and schedules to this Agreement.
	 
	 	(h)	 	The headings are for convenience only and shall not affect the interpretation hereof.
	 
	 	(i)	 	Unless the context otherwise requires or permits, references to the singular number
shall include references to the plural number and vice versa and references to natural
persons shall include bodies corporate.
	 
	 	(j)	 	This Agreement is the result of negotiations between, and has been reviewed by, the
respective Parties. Accordingly, this Agreement shall be deemed to be the product of all
Parties thereto, and there shall be no presumption that an ambiguity should be construed
in favor of or against any of the Shareholders, MIE or the Company, as the case may be,
thereto solely as a result of such Party’s actual or alleged role in the drafting of any
such agreement.
	 
	 	(k)	 	Any reference in this Agreement to a Transaction Agreement shall include any schedules
and exhibits attached to it and shall include that Transaction Agreement as amended,
modified or supplemented from time to time and any document which amends, modifies or
supplements that Transaction Agreement.
	 
	 	(l)	 	This Agreement may be translated into one or more languages other than English. In
the event of any inconsistency or contradiction between the texts, this English text shall
prevail.






	2.	 	RESTRICTIONS ON TRANSFERABILITY
	 
	2.1	 	Transfer Restrictions.






	 	(a)	 	Prior to the date falling one (1) year after the date on which a Shareholder becomes a
Shareholder of the Company (“Shareholding Effective Date”), no Shareholder or any
Affiliate of such Shareholder shall Transfer any of its Shares; provided,
however, that:






	 	(i)	 	TPG and its Affiliates may Transfer Shares to one (1) or more limited partners
of TPG Star, L.P. or its Affiliates for a minimum of US$10,000,000 per Person, so
long as, after giving effect to all such Transfers, TPG and its Affiliates hold
Shares having a Shareholding Percentage of at least six percent (6%);
	 
	 	(ii)	 	any Transfer effected by any Shareholder in accordance with Clauses 2.2, 2.3
or 2.7 of this Agreement, Clause 7 of the TPG SPA and Clause 4 of the Sino Link
SPA shall be permitted.






	 	(b)	 	On and after the date falling one (1) year after the Shareholding Effective Date, no
Shareholder or any Affiliate of such Shareholder shall Transfer any of its Shares;
provided, however, that:











 



Page 10





	 	(i)	 	subject to Clause 13.3, any Transfer effected by any Shareholder in
accordance with Clauses 2.2, 2.3 or 2.7 of this Agreement, Clause 7 or 8.2 of the
TPG SPA or Clause 4 of the Sino Link SPA shall be permitted.






	 	(c)	 	At any time but subject to Clause 13.3, FEEL may Transfer Shares having an aggregate
Shareholding Percentage of up to five percent (5%) to persons who are bona fide directors,
officers or employees of the Company or MIE as of the date hereof, but any such Transfer
of Shares to any one director, officer or employee shall not result in any one such
transferee holding an aggregate Shareholding Percentage exceeding two percent (2%).






	2.2	 	Right of First Refusal.






	 	(a)	 	Except for a Transfer in accordance with Clause 2.1(a), 2.1(b), 2.1(c), 2.3 or 2.7 of
this Agreement, Clause 7 or 8.2 of the TPG SPA or Clause 4 of the Sino Link SPA if at any
time, any Shareholder (an “Offering Shareholder”) desires to Transfer (upon the
terms and conditions under this Agreement) all or part of its Shares (the “Offered
Shares”) to a Prospective Transferee, the other Shareholders (the
“Non-Offering Shareholders”) shall have the right of first refusal to
purchase the Offered Shares upon the terms and subject to the conditions hereinafter
provided. Prior to any Proposed Transfer of Offered Shares, the Offering Shareholder shall
deliver to each Non-Offering Shareholder (with a copy to the Company) a written irrevocable
bona fide offer to sell the Offered Shares to the Non-Offering Shareholders stating the
number of Shares to be sold, the price and terms thereof (which shall not include any
warranties or indemnities (other than capacity and authority) from the transferee) and the
identity of the Prospective Transferee (a “Transfer Notice”).
	 
	 	(b)	 	Each Non-Offering Shareholder shall have a period of thirty (30) days after receipt of
a Transfer Notice within which to elect to purchase its pro rata share (based on the
proportion its Shareholding Percentage bears to the aggregate Shareholding Percentage of
all Non-Offering Shareholders) of any or all such Offered Shares on the terms offered to
the Prospective Transferee in the Transfer Notice, which election shall be made by an
irrevocable written notice delivered by each electing Non-Offering Shareholder to the
Offering Shareholder (with a copy to the Company and each of the other Non-Offering
Shareholders). The last day of such 30-day period is hereinafter referred to as the
“Cut-Off Date”. Any new terms, conditions or price offered by the Offering
Shareholder to any Non-Offering Shareholder during such 30-day period shall be offered to
each Non-Offering Shareholder and shall be set forth in a new Transfer Notice to each such
Non-Offering Shareholder, which new Transfer Notice shall trigger a new 30-day period as
provided above. Any election to purchase the Offered Shares must be in accordance with
the terms of the Transfer Notice then in effect, and otherwise must be unconditional
(except that such purchase may be subject to the prior receipt of statutory or regulatory
approvals necessary to complete such purchase). Non-Offering Shareholders who elect to
purchase the Offered Shares pursuant to this Clause










 



Page 11


	 	 	 	2.2(b) are hereinafter referred to individually as an “Electing Offeree”
and collectively as the “Electing Offerees”.






	 	(c)	 	If some, but not all, of the Non-Offering Shareholders do not elect to purchase
their pro rata share of the Offered Shares by the Cut-Off Date, each of the Electing
Offerees shall have the right, exercisable for a period of fifteen (15) days after the
Cut-Off Date (the last day of which shall be the “Extended Cut-Off Date”), to
purchase all or any portion of the Offered Shares not purchased by the Electing Offerees
pursuant to Clause 2.2(b) pro rata (based on the proportion its Shareholding Percentage
bears to the aggregate Shareholding Percentage of the other Electing Offerees).
	 
	 	(d)	 	The consideration for such Offered Shares shall be paid in full in cash, or in such
other form as may be agreed between the Offering Shareholder and the Electing Offerees.
	 
	 	(e)	 	The completion of each such purchase shall take place on the thirtieth (30th) day
after the Cut-Off Date or Extended Cut-Off Date (as the case may be), or if such day is
not a Business Day, then on the next such Business Day (the “Scheduled Completion
Date”). The Scheduled Completion Date may be amended upon the mutual agreement of the
Offering Shareholder and the Electing Offerees, and in any case shall be extended to the
extent necessary in order to comply with applicable laws and regulations (including
obtaining any necessary governmental approvals for the Transfer of such Offered Shares).
On or before the relevant Scheduled Completion Date, the Offering Shareholder shall
surrender the certificate or certificates representing the Offered Shares to be
purchased on such Scheduled Completion Date (or, if such Offering Shareholder
alleges that such certificate has been lost, stolen or destroyed, a lost
certificate affidavit and agreement reasonably acceptable to the Company to
indemnify the Company against any claim that may be made against the Company on
account of the alleged loss, theft or destruction of such certificate) to the
Electing Offerees, against payment in full of the consideration for such Offered
Shares in accordance with the provisions in this Clause 2.2.
	 
	 	(f)	 	Upon any election of the right to purchase such Offered Shares by an Electing Offeree,
the Offering Shareholder and such Electing Offeree shall use their reasonable best efforts
to secure any approvals required in connection therewith.
	 
	 	(g)	 	Notwithstanding the foregoing, if the Non-Offering Shareholders have not exercised
their right to purchase all the Offered Shares by the end of the Cut-Off Date or the
collective Electing Offerees have not offered to purchase all of the Offered Shares by the
end of the Extended Cut-Off Date, then the Non-Offering Shareholders shall be deemed to
have forfeited any right to purchase such Offered Shares, and the Offering Shareholder
shall be free to sell all, but not less than all, of the Offered Shares to the Prospective
Transferee substantially on the terms and conditions set forth in the Proposed Transfer
Notice not later than the sixtieth (60th) day after the Cut-Off Date or the Extended
Cut-Off Date, as the case may be.











 



Page 12





	 	(h)	 	If the Electing Offeree(s) fail(s) to complete the purchase of all of the Offered
Shares on the Scheduled Completion Date in accordance with the terms of this Agreement and
the applicable Transfer Notice and such failure is not remedied within seven (7) days of
the Scheduled Completion Date, then the Offering
Shareholder may sell all (but not less than all) of the Offered Shares to the Prospective
Transferee not later than the sixtieth (60th) day after the Scheduled Completion Date. If
the necessary governmental approvals to an Electing Offeree’s purchase of any Offered
Shares are not obtained within a reasonable period of time after the end of the 60-day
period following the Cut-Off Date or the Extended Cut-Off Date, as the case may be, such
Offered Shares must be re-offered to the Non-Offering Shareholders (other than the
Electing Offeree) as Offered Shares under this Clause 2.2.
	 
	 	(i)	 	Any sale to a Prospective Transferee pursuant to either Clause 2.2(g) or Clause 2.2(h)
shall be on terms and conditions (including, without limitation, the price per Share) no
more favourable to such Prospective Transferee than those set forth in the applicable
Transfer Notice received by the Non-Offering Shareholders, and the Offering Shareholder
must sell all of the Offered Shares and not some only. Concurrently with any such sale to
a Prospective Transferee who is not then a party to this Agreement and, as a condition
precedent for such Transfer, such Prospective Transferee shall comply with the provisions
of Clause 2.6.
	 
	 	(j)	 	If all of the Offered Shares are not sold to any Person within the 60-day period
specified in Clause 2.2(g) or Clause 2.2(h), then the rights of the other Shareholders
under this Clause 2.2 shall be fully restored and reinstated as if such offer had never
been made and the Offering Shareholder must again follow the procedures set forth in this
Clause 2.2 prior to the sale of any of its Shares to any Person, except for Transfers
otherwise permitted by this Agreement.






	2.3	 	Tag-Along Rights.






	 	(a)	 	Except for a Transfer pursuant to Clause 2.1(a), 2.1(b), 2.1(c), or 2.7 of this
Agreement, Clause 7 or 8.2 of the TPG SPA, or Clause 4 of the Sino Link SPA, and subject
always to Clause 2.2, if at any time FEEL (“Tag-Along Seller”) proposes to Transfer
Shares to a Prospective Transferee that, when aggregated with all other Shares Transferred
by such Tag-Along Seller and its Affiliates, would result in such Tag-Along Seller owning
less than fifty percent (50%) of the then total issued and outstanding Shares, such Tag
Along Seller shall promptly give written notice to the Company (“Tag-Along Notice”)
and each of the other Shareholders at least forty-five (45) days prior to the completion of
such Transfer and shall cause the Prospective Transferee to make an offer for all of the
Shares of such other Shareholders on the same terms and conditions of the Proposed Transfer
(provided that the Investors shall only provide customary representations of title and
capacity excluding any representations or warranties with respect to the business, assets
or liabilities or financial condition of the Company) (the “Tag-Along Offer”),
except that the price per Share pursuant to the Tag-Along Offer shall be the Tag-Along
Offer Purchase Price. The Tag-Along Notice shall describe in reasonable detail the
Proposed










 



Page 13


	 	 	 	Transfer including, without limitation, the class and number of Shares to be sold,
the price and terms thereof and the identity of the Prospective Transferee and
attach a copy of the Tag-Along Offer. Any subsequent Transfers of Shares by
persons other than the Investors shall be subject to the same tag-along right under
this Clause 2.3.






	 	(b)	 	Each non-Transferring Shareholder shall have a period of twenty (20) days after
receipt of a Tag-Along Notice within which to accept the Tag-Along Offer, which acceptance
shall be made by an irrevocable written notice delivered by each electing non-Transferring
Shareholder (each, a “Participant”) to the Tag-Along Seller and the Prospective
Transferee (with a copy to the Company and each of the other non-Transferring
Shareholders). No holders of Series A Preferred Shares shall be entitled to sell Series A
Preferred Shares pursuant to this Clause 2.3, but shall be permitted to convert or
exercise its applicable portion of Series A Preferred Shares for Ordinary Shares
concurrently with, and subject to, the consummation of the Proposed Transfer, in
which case each of the other Shareholders shall take all such steps necessary to be
taken by each of them respectively in order to give effect to such conversion or
exercise.
	 
	 	(c)	 	Each Participant shall effect its participation in the Transfer by delivering to the
Tag-Along Seller (to hold in trust as agent for such Participant), at least three (3)
Business Days prior to the date scheduled for such Transfer as set forth in the Tag-Along
Notice, one (1) or more share transfer certificate(s) duly executed by the Participant,
together with any share certificates, representing the Shares which such Participant is
entitled to Transfer in accordance with Clause 2.3(b). Such certificate or certificates or
other instruments, as applicable, shall be delivered by the Tag-Along Seller to the
Proposed Transferee on the date scheduled for such Transfer in consummation of the
Transfer pursuant to the terms and conditions specified in the Transfer Notice and such
Proposed Transferee shall remit to each such Participant the portion of the sale proceeds
to which such Participant is entitled by reason of its participation in such sale. The
completion of the Transfer by the Tag-Along Seller and the Transfer by each Participant
shall occur simultaneously. The Tag-Along Seller and the Participants shall be
responsible for their respective pro rata portions of the aggregate transaction costs and
expenses incurred by the Tag-Along Seller and the Participants in connection with such
Transfers and the Tag-Along Seller and the Participants shall reimburse the other to the
extent required to give effect to such expense allocation. For purposes of this Clause
2.3(c), “pro rata portion” shall mean for each Participant a fraction, the numerator of
which is the number of Shares to be Transferred by such Participant pursuant to this
Clause 2.3 and the denominator of which is the total number of Shares to be Transferred
pursuant to this Clause 2.3.
	 
	 	(d)	 	The non-exercise of the rights of any of the non-Transferring Shareholders to
participate in one (1) or more Transfers of Shares under this Clause 2.3 shall not
adversely affect its right to participate in subsequent Transfers of Shares subject to
this Clause 2.3.
	 
	 	(e)	 	The Tag-Along Seller shall not be permitted to Transfer Shares in circumstances where
Clause 2.3 is applicable unless the sale of Shares by Participants exercising 










 



Page 14


	 	 	 	their
rights under this Clause 2.3 is effected simultaneously, and any attempted Transfer by the
Tag-Along Seller in violation hereof shall be null and void.






	 	(e)	 	Notwithstanding anything contained in this Clause 2.3 to the contrary, there shall be
no liability on the part of the Tag-Along Seller to any other Shareholder in the
event no Shares are sold (by any of the Tag-Along Seller or any Participant) to the
Proposed Transferee even if the provisions of this Clause 2.3 have been triggered.






	2.4	 	Restrictive Legend.
	 
	 	 	Each certificate representing the Shares or any other securities issued in respect of
the Shares upon any stock splits, stock dividend, recapitalisation, merger or similar
event, shall be stamped or otherwise imprinted with a legend in substantially the
following form (in addition to any legends required by agreement or by applicable
securities laws):
	 
	 	 	THE SHARES REPRESENTED BY THIS SHARE CERTIFICATE ARE SUBJECT TO AND MAY BE TRANSFERRED
ONLY IN COMPLIANCE WITH THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT DATED AS OF [•]
2009, AMONG THE HOLDER OF THIS CERTIFICATE, CERTAIN OTHER SHAREHOLDERS OF THE COMPANY, MI
ENERGY CORPORATION, AND THE COMPANY.
	 
	2.5	 	Authorisation; Effect of Failure to Comply.






	 	(a)	 	The Shareholders shall cause the Company to take any and all steps for and on behalf
of a transferring Shareholder to give effect to the Transfer of Shares pursuant to this
Clause 2.
	 
	 	(b)	 	Any Proposed Transfer not made in compliance with the requirements of this Agreement
shall be null and void ab initio, shall not be recorded on the books of the Company or its
transfer agent and shall not be recognized by the Company. Each Party acknowledges and
agrees that any breach of this Agreement would result in substantial harm to the other
Parties for which monetary damages alone could not adequately compensate. Therefore, the
Parties unconditionally and irrevocably agree that any non-breaching Party shall be
entitled to seek protective orders, injunctive relief and other remedies available at law
or in equity (including, without limitation, seeking specific performance or the
rescission of purchases, sales and other Transfers of Shares not made in strict compliance
with this Agreement).
	 
	 	(c)	 	If any Shareholder becomes obligated to sell any Offered Shares to any Exercising
Offeree under this Agreement and fails to deliver a share transfer certificate duly
executed by the Shareholder, together with any share certificates, representing such
purchased Offered Shares and Transfer the Offered Shares in accordance with the terms of
this Agreement, such Exercising Offeree may, at its option, in addition to all other
remedies it may have, send to such Shareholder the purchase price for such Offered Shares
as is herein specified and request the Company to redeem and cancel on its books










 



Page 15


	 	 	 	the relevant Shares to be sold and issue the relevant Shares to such Exercising Offeree.






	2.6	 	Adherence on Transfer or Issue.






	 	(a)	 	Any Transfer of Shares (other than a Transfer of Shares pursuant to Clause 2.1(c))
shall require the prior adherence by the transferee to the terms of this
Agreement. The transferee to whom a Shareholder is to Transfer Shares shall execute and
deliver to each other Shareholder and the Company a deed of adherence to this Agreement, in
form and substance reasonably satisfactory to the Company, indicating such transferee’s
agreement to be bound by the terms hereof in the same manner as the transferring
Shareholder and shall thereby become bound by the terms and conditions of this Agreement as
a Party and a Shareholder hereunder and be entitled to the same rights to the same extent
and in the same manner as the transferring Shareholder.
	 
	 	(b)	 	Any issue of Shares by the Company to a Person who is not already a Party and a
Shareholder shall require the prior adherence by such Person to the terms of this
Agreement. Such Person shall execute and deliver to each Shareholder and the Company as
agreement of adherence to this Agreement, in form and substance reasonably satisfactory to
the Company, and shall thereby become bound by the terms and conditions of this Agreement
as a Party and a Shareholder hereunder and be entitled to the same rights to the same
extent and in the same manner as a Shareholder.






	2.7	 	Exempt Transfers.






	 	(a)	 	Notwithstanding anything to the contrary herein, the foregoing provisions of this
Clause 2 shall not apply to a Transfer by a Shareholder of all or part of its Shares to an
Affiliate provided, however, that any such Transfer shall be in accordance
with each of the following terms:






	 	(1)	 	such Shareholder shall provide written notice of such Transfer to each other
Shareholder;
	 
	 	(2)	 	the transferee to whom the Shareholder is to Transfer the Shares is a
Non-Competing Person and shall execute and deliver to each other Shareholder and
the Company a deed of adherence to this Agreement, in form and substance
reasonably satisfactory to the Company, indicating such transferee’s agreement to
be bound by the terms hereof and shall thereby become bound by the terms and
conditions of this Agreement as a Party and a Shareholder hereunder in the same
manner as the transferring Shareholder and be entitled to the same rights to the
same extent and in the same manner as the transferring Shareholder;
	 
	 	(3)	 	such Shareholder shall remain bound by its obligations under this Agreement;
and
	 
	 	(4)	 	if any such transferee Affiliate shall cease to be an Affiliate of such
Shareholder, any Shares held by such transferee shall be promptly










 



Page 16


	 	 	 	retransferred to such Shareholder or transferred to another of such
Shareholder’s Affiliates.






	 	(b)	 	Notwithstanding anything to the contrary herein, the provisions of this Clause 2 shall
not apply to (i) the sale of Shares pursuant to a Qualified IPO or any Transfer after a
Qualified IPO; and (ii) the creation of Encumbrances over the Shares pursuant to the CITIC
KaWah Facility.






	3.	 	PREEMPTION RIGHTS
	 
	3.1	 	Preemption Rights. The Company hereby grants to each Shareholder the right to
purchase a pro rata portion (based on its Shareholding Percentage) of New Securities that the
Company may, from time to time propose to sell and issue.
	 
	3.2	 	Preemption Rights Procedure. The preemption rights granted under this Clause 3 shall
be subject to the following provisions:






	 	(a)	 	In the event that the Company proposes to undertake an issuance of New Securities, it
shall give each Shareholder written notice of its intention, describing the type of New
Securities, the price, and the general terms upon which the Company proposes to issue the
same. Each Shareholder shall have thirty (30) days after receipt of such notice (the
“Preemption Cut-Off Date”) to agree to purchase up to its pro rata portion (based
on its Shareholding Percentage) of such New Securities at the price and upon the terms
specified in the notice by giving written notice to the Company and stating therein the
quantity of New Securities to be purchased. If a Shareholder fails to exercise the right
to purchase its full pro rata portion (based on its Shareholding Percentage) of the New
Securities, each of the other participating Shareholders may exercise an additional right
to purchase, on a pro rata basis (based on the proportion its Shareholding Percentage
bears to the aggregate Shareholding Percentage of the participating Shareholders), the New
Securities not previously purchased.
	 
	 	(b)	 	If some (but not all) of the Shareholders do not elect to purchase their pro rata
portion of such New Securities by the Preemption Cut-Off Date, each of the participating
Shareholders shall have the right, exercisable for a period of fifteen (15) days after the
Preemption Cut-Off Date (the last day of which shall be the “Extended Preemption
Cut-Off Date”), to purchase all or any portion of the New Securities not purchased by
the participating Shareholders pursuant to Clause 3.2(a) pro rata (based on the proportion
its Shareholding Percentage bears to the aggregate Shareholding Percentage of the other
participating Shareholders).
	 
	 	(c)	 	If none of the Shareholders have exercised their right to purchase the New Securities
by the end of the Preemption Cut-Off Date or the collective participating Shareholders
have not offered to purchase all of the New Securities by the end of the Extended
Preemption Cut-Off Date (such unpurchased New Securities, the “Remaining New
Securities”), then the Company may sell all (but not less than all) of the Remaining
New Securities to a third Person.











 



Page 17





	 	(d)	 	Regardless of whether the Shareholders exercise their preemption rights granted under
this Clause 3 by the Preemption Cut-Off Date or the Extended Preemption Cut-Off Date (as
the case may be), the Company shall have sixty (60) days after the Extended Preemption
Cut-Off Date to sell (or enter into an agreement pursuant to which the sale of New
Securities covered thereby shall be closed, if at all, within sixty (60) days from the date
of said agreement) the New Securities at a price and upon terms no more favourable to the
purchasers thereof than specified in the Company’s notice to the
Shareholders, provided
that such purchaser(s) shall execute and deliver to each other Shareholder and the Company
an instrument of ratification and accession to this Agreement, in form and substance
satisfactory to the
Shareholders, indicating such purchaser’s agreement to be bound by the terms hereof and
shall thereby become bound by the terms and conditions of this Agreement. In the event the
Company has not sold the New Securities within such 60-day period (or sold and issued New
Securities in accordance with the foregoing within sixty (60) days from the date of such
agreement) the Company shall not thereunder issue or sell any New Securities without first
offering such New Securities to the Shareholders in the manner provided above. The
completion of the sale of New Securities to the participating Shareholders and other
purchasers shall occur simultaneously.
	 
	 	(e)	 	The preemption rights granted under this Clause 3 shall expire immediately upon the
occurrence of a Qualified IPO or a Trade Sale.






	4.	 	[Intentionally left blank.]
	 
	5.	 	COVENANTS
	 
	5.1	 	Information Rights. The Company shall furnish to each Shareholder having, when
aggregated with the Shareholding Percentages of its Affiliates, a Minimum Shareholding
Percentage, provided, however, that so long as Sino Link holds Shares of the
Company, the Company shall also furnish to Sino Link and its Affiliates:






	 	(a)	 	monthly Management Accounts (where available) and quarterly operations reports within
thirty (30) days of the end of each quarterly period, each prepared in a manner consistent
with the manner in which such accounts and reports were prepared prior to the date
thereof;
	 
	 	(b)	 	annual audited financial reports (including the notes, reports, statements and other
documents which are required by law or applicable accounting standards to be, or are
otherwise, annexed to the same) of the Company and of each of the Company’s Subsidiaries,
and any revisions and/or supplements to the same, within one hundred and twenty (120) days
of the end of each financial year, prepared in a manner consistent with the manner in
which such reports were prepared prior to the date thereof;
	 
	 	(c)	 	annual budgets (including the notes, reports, statements and other documents which are
annexed to the same) of the Company and of each of the Company’s Subsidiaries, and any
updates, revisions and/or supplements to the same, 










 



Page 18


	 	 	 	within thirty (30) days after
finalization of the annual budget prepared in the ordinary course of business and in a
manner consistent with the manner in which the JMC Budgets were prepared prior to the date
thereof; and






	 	(d)	 	any other information required to be furnished to shareholders of an exempted company
under the laws of the Cayman Islands.






	5.2.	 	Access to Company Records. The Company shall furnish to each Shareholder having,
when aggregated with the Shareholding Percentages of its Affiliates, a Minimum Shareholding
Percentage with reasonable visitation and inspection rights to any of the properties of the
Company and its Subsidiaries, including the books of account, and the right to discuss the
Company’s and its Subsidiaries’ business affairs, finances and accounts with
the Company’s and its Subsidiaries’ officers or directors, at such times as such Shareholder may
reasonably request.
	 
	5.3	 	Employee Share Option Scheme. The Company shall adopt an employee incentive scheme
pursuant to which the Company may issue Shares or options for Shares constituting up to 5% of the
share capital of the Company as of the date hereof pursuant to a plan approved by the Board
(“Company Employee Share Option Scheme”), provided that such issuance of Shares
or options for Shares shall not result in any one person receiving such Shares holding an
aggregate Shareholding Percentage exceeding 2%.
	 
	5.4	 	Offshore Payments. The Company and MIE shall ensure that all revenues relating to the
Daan Production Sharing Contract is paid in US$ into a bank account established outside of the PRC
(an “Offshore Bank Account”) in the name of MIE, but only to the extent required by the
CITIC KaWah Facility or to the extent that such remittance to an Offshore Bank Account is
commercially reasonable for the operation of MIE’s business. Subject to the required approvals
being obtained, which approvals the Company and MIE shall use their commercially reasonable
endeavours to obtain as soon as reasonably practicable in accordance with the CITIC KaWah
Facility, the Company and MIE shall further ensure that all revenues relating to all other
Production Sharing Contracts to which any member of the MIE Group is or may in the future be a
party is paid in US$ into an Offshore Bank Account in the name of the relevant member of MIE
Group, but only to the extent required by the CITIC KaWah Facility or to the extent that such
remittance to an Offshore Bank Account is commercially reasonable for the operation of the
relevant member of MIE Group.
	 
	5.5	 	General Covenants. Each of the Company and MIE shall use their commercially
reasonable endeavours to carry out the following matters within six (6) months of the date of the
completion under the TPG SPA:






	 	(a)	 	following completion of the amendment to the MIE Business License pursuant to (a)(i)
above, apply to Beijing SAFE to change the description of business scope and operation
term recorded on MIE’s foreign exchange registration certificate to be consistent with
the MIE Business License;
	 
	 	(b)	 	register in the PRC trademarks and other intellectual property rights of MIE;
	 
	 	(c)	 	enter into appropriate employment contracts with all senior employees of MIE 










 



Page 19


	 	 	 	to the standard required to satisfy requirements for a listing on a Recognised Stock Exchange;






	 	(d)	 	cause the FEEL Shareholders to file the details of the Debt Settlement Transactions
and the related capital change in MIE Group with, and to the extent practicable or
permissible, obtain all necessary registrations related thereto from, Jilin SAFE; and
	 
	 	(e)	 	adopt and establish internal and management controls of the Company and MIE to the
standard required to satisfy requirements for a Qualified IPO.






	5.6	 	Termination of Rights. The rights granted under Clauses 5.1 and 5.2 shall expire
immediately upon the occurrence of a Qualified IPO or a Trade Sale.
	 
	6.	 	BOARD OF DIRECTORS
	 
	6.1	 	Number of Directors. The number of Directors holding office at any one time shall be
five (5), unless otherwise agreed by all of the Shareholders.
	 
	6.2	 	Board Composition. So long as the Company is not listed on any stock exchange, the
Board shall be comprised of members nominated by the Shareholders whereby the number of nominated
Directors by each Shareholder shall be as nearly as practicable in proportion to such
Shareholder’s Shareholding Percentage (for which purposes a Shareholder may aggregate the
Shareholding Percentages of some or all of its Affiliates provided those Affiliates do not also
exercise their nomination rights) provided that any Director nominated by a Shareholder
shall have acceptable qualifications to serve on the Board, and provided further
that:






	 	(a)	 	so long as TPG and its Affiliates shall have an aggregate Shareholding Percentage of
at least five percent (5%), at least one (1) Director will be nominated by TPG (the
“TPG Director”); and
	 
	 	(b)	 	Four (4) Directors will be nominated by FEEL (the “FEEL Directors”), so long
as FEEL or its Affiliates shall remain a Shareholder;






	 	 	provided, however, that FEEL shall always be entitled to nominate a
majority of the Directors so long as FEEL and its Affiliates holds a majority of the
Shareholding Percentage of the Company.
	 
	6.3	 	Appointment of Directors. In the event of the appointment of a Director nominated in
accordance with Clause 6.2, the Shareholders shall vote their Shares to cause the appointment to
the Board of the Director so designated for appointment by the appropriate Shareholder.
	 
	6.4	 	Removal of Directors. A Director may be removed and replaced at any time by the
Shareholder that has nominated such Director in accordance with the provisions of the Companies
Law. If a Director becomes disqualified under applicable law, his position of Director shall be
vacated and the Shareholder that nominated such Director shall nominate a new Director in
accordance with Clause 6.2 and the Shareholders shall vote their Shares to cause the election to
the Board of any such new Director.











 



Page 20





	6.5	 	Method of Nomination and Removal. Nominations and removals of Directors shall be by
written memorandum signed by the relevant Shareholder(s) and shall be effective from the time
stated in the memorandum or, if no time is stated, from the time when the memorandum is lodged at
the Company’s registered office.
	 
	6.6	 	Alternate Directors. A Director may at any time appoint another Person (including
another Director) to be his alternate and attend and vote at any meeting of the Board at which the
appointing Director is absent. Any such appointment shall be in writing (by letter or facsimile)
and shall be in effect until terminated by the appointing Director, whether in such writing or a
subsequent writing or until the Director ceases to be a director whichever is earlier.
	 
	6.7	 	Obligations Toward Directors. The Company shall:






	 	(a)	 	enter into a customary indemnification agreement with each of its Directors and officers;
	 
	 	(b)	 	obtain directors and officers liability insurance in an amount and on terms approved
by the Board and by TPG; and
	 
	 	(c)	 	reimburse the Directors for all reasonable out-of-pocket expenses, including travel
expenses, incurred by the Directors in connection with attending meetings of the Board.






	6.8	 	Chairman. The Chairman of the Board (the “Chairman”) shall be one of the
FEEL Directors. The Chairman shall chair all meetings of the Board; provided,
however, that if the Chairman is absent from any such meeting, one of the other FEEL
Directors shall chair such meeting.
	 
	6.9	 	Frequency of meetings; Notice. Except as otherwise provided in this Agreement, the
Board shall hold a regular meeting at least once each calendar quarter at a location the Board
shall determine. The date, time and location of any such regular meeting shall be established by
the Board and notified to each Director in writing at least fourteen (14) days in advance.
Special meetings of the Board shall be held upon the request of the Chairman or any Director upon
at least five (5) Business Days’ written notice (containing the agenda, date, time and place of
the meeting) to the Directors and shall be held at such time and place designated in such notice,
provided, however, that if any Reserved Matter is to be voted on in any meeting of
the Board, the notice for such meeting shall specify such Reserved Matter separately from other
matters.
	 
	6.10	 	Quorum. The quorum for any meeting of the Board shall be a majority of the
Directors, consisting of at least two (2) FEEL Directors and, if any, the TPG Director, each
Director present personally or by his alternate. If within half an hour of the time appointed for
the meeting no quorum is present, the meeting shall be adjourned to the same day one (1) week
later at the same time and place or to such other day or time as the Chairman may designate upon
at least five (5) days’ written notice to all of the Directors (the “Adjourned Meeting”).
If at the Adjourned Meeting no quorum is present within half an hour from the time appointed for
the meeting, any two (2) Directors present at such meeting shall constitute a quorum;
provided, however, that no action or decision shall be taken on any matter not
specified in the agenda of the meeting when it was first called.











 



Page 21





	6.11	 	Conference Meetings. Meetings of the Directors held by means of a telephone
conference which enables all persons participating in the meeting to hear each other at the same
time and to communicate with each other shall be valid as if they were attended by all Directors
in person. Such participation by any Director shall constitute presence in person at the meeting
by such Director. All meetings of the Directors shall enable Directors to participate by means
of telephone conference.
	 
	6.12	 	Board Approvals.






	 	(a)	 	Except as otherwise provided in, or delegated in accordance with, this Agreement or
the Restated Articles or required by applicable law, all matters requiring the approval of
the Board shall be subject to the approval of a majority of the Directors present and
voting at a duly convened meeting.
	 
	 	(b)	 	Any Reserved Matter shall, in addition to the approval of the shareholders of the
Company as set forth in Clause 7.4, be subject to the approval of a majority of the
Directors present and voting at a duly convened meeting at which the TPG Director shall not
have voted against such matter, provided, however, that, unless the TPG
Director agrees, no such Reserved Matter may be proposed at any such meeting unless the
notice for such meeting provided pursuant to Clause 6.9 contains reasonably sufficient
details regarding such Reserved Matter; provided further, that the TPG Director
shall not unreasonably vote against any matter falling under clause (x) of Schedule 1 if
the purpose for incurring the additional Indebtedness is for the development of additional
oilfields and other related businesses of the Company or any Material Subsidiary. In the
event that the Board cannot reach a resolution of any Reserved Matter within thirty (30)
days of the calling of the initial meeting for such matter, the Company and the
Shareholders shall reasonably cooperate and use reasonable best efforts to work towards a
mutually agreeable resolution.
	 
	 	(c)	 	Notwithstanding anything in this Agreement to the contrary, all matters relating to
the Qualified IPO will be subject to Board approval pursuant to Clause 6.12(a) and will
not be considered a Reserved Matter subject to consent pursuant to Clause 6.12(b).
	 
	 	(d)	 	Each Director shall have one (1) vote and no Director shall have a casting vote.
	 
	 	(e)	 	The Company shall cause its Subsidiaries not to act with respect to Reserved Matters
except in accordance with Clause 6.12(b).






	6.13	 	Written Resolution. The Board may take action by written resolution signed and
approved by all of the Directors in lieu of holding a meeting. Such written resolution may be
signed in counterparts.
	 
	6.14	 	Board Information. The Board shall distribute (a) the minutes of any meetings of the
Joint Management Committee under each of the Production Sharing Contracts to each of the Directors
and (b) the technical reports received by the Company from time to time, including but not limited
to, reserves updates.










 



Page 22








	6.15	 	Business Opportunity. TPG shall have the right to, and shall have no duty not to,
engage in the same or similar business activities or lines of business as the Company or MIE,
including those deemed to be competing with the Company or MIE, and in the event that TPG (or any
of its Affiliates or appointed Directors) acquires knowledge of a potential transaction or matter
that may be a corporate opportunity for the Company, TPG (and its Affiliates and appointed
Directors) shall have no duty (contractual or otherwise) to communicate or present such corporate
opportunity to the Company and shall not be liable for breach of any duty (contractual or
otherwise) by reason of the fact that TPG (or any of its Affiliates) directly or indirectly
pursues or acquires such opportunity for itself, directs such opportunity to another Person, or
does not present such opportunity to the Company. Notwithstanding the foregoing, to the extent
that TPG acquires knowledge of a potential transaction or matter that is likely to be a corporate
opportunity for the Company solely as a result of an employee or agent of TPG (or any of its
Affiliates) attending board meetings of the Company in his or her capacity as a director of the
Company, then TPG will not pursue such opportunity for itself, or direct such opportunity to
another Person, unless the Company has declined to pursue such opportunity or fails to actively
pursue such opportunity within fifteen (15) days after it is notified by TPG about its interest in
the opportunity.
	 
	7.	 	MEETINGS OF SHAREHOLDERS
	 
	7.1	 	General Meeting. A General Meeting of the shareholders of the Company (the
“Annual General Meeting”) shall be held once in every calendar year and not later than
fifteen (15) months after the holding of the last preceding Annual General Meeting.
	 
	7.2	 	Extraordinary Meetings. Extraordinary meetings of the shareholders of the Company
shall be held upon the request of the Chairman, the TPG Director or any two Directors (or as
otherwise required pursuant to the provisions of the Companies Law) upon at least fourteen (14)
days written notice (containing the agenda, date, time and place of the meeting) to all
shareholders of the Company and shall be held at such time and place designated in such notice,
with attendance in person or by telephone or by proxy or corporate
representative; provided, however, that, subject to applicable law, such fourteen (14) day notice requirement may be waived
by shareholders of the Company having an aggregate Voting Percentage of not less than ninety
percent (90%) in a particular case. Any notice period referred to above shall exclude both the
day on which the notice is served or deemed to be served and the day for which the notice is
given.
	 
	7.3	 	Quorum. The quorum for any meeting of the shareholders of the Company shall be
shareholders of the Company whose aggregate Voting Percentage is not less than sixty-six and
two-thirds percent (662/3%) present personally or by duly appointed proxy,
attorney or representative, provided, however, that for the Shareholders Meeting
to be validly convened, TPG shall be present or represented . If within half an hour of the time
appointed for the meeting no quorum is present, the meeting shall be adjourned to the same day one
(1) week later at the same time and place or to such other day or time as the Chairman may
designate upon at least five (5) days’ written notice to all of the shareholders of the Company.
If at the adjourned meeting no quorum is present within half an hour from the time appointed for
the meeting, shareholders of the Company whose Voting Percentage is not less than sixty-six and










 



Page 23


	 	 	two-thirds percent (662/3%) present or represented at such meeting
shall constitute a quorum; provided, however, that no action or decision shall be taken on
any matter not specified in the agenda of the meeting when it was first called.






	7.4	 	Shareholder Approval.






	 	(a)	 	Except as required by applicable law, any action by the shareholders of the Company at
any General Meeting or extraordinary meeting shall require the approval of shareholders of
the Company having an aggregate Voting Percentage of more than fifty percent (50%) present
and voting at a validly held meeting, and all special resolutions by the shareholders of
the Company shall require the approval of shareholders of the Company having an aggregate
Voting Percentage of more than sixty-six and two-thirds percent (662/3%) present and voting
at a validly held meeting; provided, however, that a special resolution
for the approval of any Reserved Matter at a duly convened meeting shall also require that
any Shares held and represented at the requisite meeting by TPG be voted in favor of such
matter or abstained, for so long as there is a TPG Director.
	 
	 	(b)	 	In the event that a resolution of the shareholders at a meeting is required pursuant
to applicable law in respect of any Reserved Matter, no resolution shall be put forth at
any meeting of the shareholders and no written resolution of shareholders shall be
passed in respect thereof unless such matter has been approved by the Board in accordance
with Clause 6.12(b).






	7.5	 	Written Resolution. Except as otherwise required by applicable law, a resolution in
writing (circulated to all the shareholders of the Company) approved and signed by all the
shareholders of the Company shall be valid and effectual as if it had been a resolution passed at
a meeting of the shareholders of the Company duly convened and held.
	 
	7.6	 	Chairman. The Chairman of the Board for the time being shall also preside as
chairman at any General Meeting. If the Chairman of the Board is absent at any General Meeting,
a Director shall act as the chairman.
	 
	8.	 	ANNOUNCEMENTS AND CONFIDENTIALITY
	 
	8.1	 	Announcements. No announcement, press release or circular in connection with the
existence or the subject matter of this Agreement shall be made or issued by or on behalf of any
Party without prior consultation with the other Parties. This shall not affect any announcement,
press release or circular required by law or any regulatory body or the rules of any stock
exchange but the Party with an obligation to make an announcement or issue a press release or
circular shall consult with the other Parties insofar as is reasonably practicable before
complying with such an obligation.
	 
	8.2	 	Confidentiality. Subject to Clause 8.3, each Party shall treat as confidential and
not disclose or use any information received or obtained as a result of entering into this
Agreement (or any agreement entered into pursuant to this Agreement) which relates to the
provisions of this Agreement and any agreement entered into pursuant to this










 



Page 24


	 	 	Agreement or the existence and negotiations relating to this Agreement (and such other
agreements).






	8.3	 	Exceptions to Confidentiality. Clause 8.2 shall not prohibit disclosure or use of
any information if and to the extent that:






	 	(a)	 	the disclosure or use is required by law, any regulatory body or the rules and/or
regulations of any stock exchange;
	 
	 	(b)	 	the disclosure or use is required for the purpose of any judicial or regulatory
proceedings arising out of this Agreement or any other agreement entered into under or
pursuant to this Agreement or the disclosure is reasonably required to be made to a
taxation authority in connection with the taxation affairs of the disclosing Party;
	 
	 	(c)	 	the disclosure is made to (i) the Company’s Directors, officers, employees, legal
counsel, advisors and existing lenders, (ii) any of the Shareholders and any of the
Shareholders’ respective shareholders, partners, directors, legal counsel and advisors, or
(iii) a bona fide prospective purchaser of Shares, on terms that such Persons undertake to
comply with the provisions of Clause 8.2 in respect of such information as if they were a
party to this Agreement;
	 
	 	(d)	 	the information becomes publicly available (other than by breach of this Agreement);
	 
	 	(e)	 	the other Parties have given prior written approval to the disclosure or use; or
	 
	 	(f)	 	the disclosure is made to MIE’s lenders under the CITIC KaWah Facility.






	9.	 	NOTICES
	 
	 	 	All notices, consents, and other communications under or pursuant to this Agreement
(“Notices”) shall be in writing and in the English language and shall be delivered
(A) by hand, (B) by facsimile (with receipt confirmed); provided, however,
that a copy is promptly thereafter mailed by reputable private courier, return receipt
requested, (C) by the addressee or (D) by such other means as the Parties may agree from
time to time; in each case to the appropriate addresses and facsimile numbers set forth
below (or to such other addresses or facsimile numbers as a Party may designate as to
itself by not less than five (5) Business Days notice to the other Parties):





	 	 	 	 	 
	if to TPG, to

	 	:
	 	TPG Star Energy Ltd.

301 Commerce Street, Suite 3300

Fort Worth, Texas 76102

Fax: (817) 871-4001

Attention: Mr. Clive D. Bode
	 
	 	 	 	 
	 

	 	 	 	with a copy to:
	 
	 	 	 	 
	 

	 	 	 	TPG Growth Capital (Asia) Limited

57th Floor, Two International Finance Centre












 



Page 25


	 	 	 	 	 	 
		 

	 	 	 	8 Finance Street, Central, Hong Kong

Fax: (852) 3515-8999

Attention: Mr. Stephen Law
		 
	 	 	 	 
		 

	 	 	 	and
		 
	 	 	 	 
		 

	 	 	 	Cleary Gottlieb Steen & Hamilton LLP

Bank of China Tower

One Garden Road, Hong Kong

Fax: (852) 2160-1008

Attention: Mr. Sang Jin Han
		 
	 	 	 	 
		if to Sino Link, to

	 	:
	 	c/o 14/F, Capital Mansion

6 Xinyuan Nanlu

Chaoyang District, Beijing 100004

PRC

Fax: (8610) 8486 1690

Attention: Mr. Lu Chunqing
		 
	 	 	 	 
		if to FEEL, to

	 	:
	 	Far East Energy Limited

Suite 406, Block C Grand Place

5 Hui Zhong Road

Chaoyang District, Beijing 100101

PRC

Facsimile: (8610) 5123 8866

Attention: Mr. Zhang Ruilin
		 
	 	 	 	 
		if to MIE, to

	 	:
	 	MI Energy Corporation

Suite 406, Block C Grand Place

5 Hui Zhong Road

Chaoyang District, Beijing 100101

PRC

Facsimile: (8610) 5123 8866

Attention: Mr. Forrest Dietrich
		 
	 	 	 	 
		 

	 	 	 	with a copy to:
		 
	 	 	 	 
		 

	 	 	 	White & Case LLP

19th Floor, Tower 1 of China Central Place

81# Jianguo Lu, Chaoyang District, Beijing

100025, China

Facsimile: (8610) 5969 5760

Attention: Mr. Li Xiaoming / Ms. Vivian Tsoi
		 
	 	 	 	 
		if to the Company, to

	 	:
	 	MIE Holdings Corporation

Suite 406, Block C Grand Place

5 Hui Zhong Road

Chaoyang District, Beijing 100101

PRC












 



Page 26


	 	 	 	 	 
	 

	 	 	 	Facsimile: (8610) 5123 8866

Attention: Mr. Zhang Ruilin
	 
	 	 	 	 
	 

	 	 	 	with a copy to:
	 
	 	 	 	 
	 

	 	 	 	White & Case LLP

19th Floor, Tower 1 of China Central Place
 81#
Jianguo Lu, Chaoyang District, Beijing
 100025,
China 
 Facsimile: (8610) 5969 5760

Attention: Mr. Li Xiaoming / Ms. Vivian Tsoi







	10.	 	GOVERNING LAW AND PRIORITY
	 
	10.1	 	Governing Law and Jurisdiction. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York without regard to conflicts of laws
principles.
	 
	10.2	 	Priority. The Parties hereby agree that in the event of any conflict, discrepancy or
inconsistency between the Restated Articles and this Agreement, the terms hereof shall prevail
for all purposes of this Agreement. In the event of any such conflict, discrepancy or
inconsistency, the Parties agree, to the extent permitted by applicable law, to amend the
Restated Articles to reflect the terms of this Agreement. Nothing contained in this Agreement
shall be deemed to constitute an amendment of the Restated Articles.
	 
	11.	 	TERMINATION OF AGREEMENT
	 
	11.1	 	Termination. This Agreement shall terminate:






	 	(i)	 	upon the written agreement of the Parties;
	 
	 	(ii)	 	upon the
liquidation of the Company;
	 
	 	(iii)	 	upon the consummation of a
Qualified IPO;
	 
	 	(iv)	 	upon a Trade Sale; or
	 
	 	(v)	 	with respect to any Shareholder, if such Shareholder and its Affiliates no longer own
any Shares;






	 	 	provided, however, that Clauses 8, 10, 11 and 12 shall survive any
termination hereof.
	 
	11.2	 	Effect of Termination. Upon termination of this Agreement as provided in Clause
11.1, the rights and privileges granted to and the obligations imposed upon each of the
Shareholders in this Agreement shall immediately terminate; provided,
however, except as otherwise agreed by the relevant Parties, no termination of
this Agreement shall release any Party from any liability to any other Party which at the
time of such termination has already accrued, nor affect in any way the survival of any
right, duty or obligation of any Party which is expressly stated elsewhere in this
Agreement to survive the termination hereof.










 



Page 27








	12.	 	ARBITRATION
	 
	12.1	 	Amicable Settlement. Any and all disputes, controversies and conflicts between the
Parties arising out of or relating to or in connection with this Agreement and the performance or
non-performance of the obligations set forth herein shall, so far as is possible, be settled
amicably between the Parties within thirty (30) days after written notice of such dispute,
controversy or conflict has been given by one Party to the other Parties.
	 
	12.2	 	Arbitration Procedure.






	 	(a)	 	Failing an amicable settlement thereof within the 30-day period specified in Clause
12.1, any and all disputes, controversies and conflicts arising out of or in connection
with this Agreement or its performance (including the validity of this Agreement) shall be
settled by three (3) arbitrators under the UNCITRAL Arbitration Rules (the “UNCITRAL
Rules”) in accordance with the Hong Kong International Arbitration Center
(“HKIAC”) Procedures for the Administration of International Arbitration in force
at the date of this Agreement. The place of arbitration shall be Hong Kong and the
language used in the arbitral proceedings shall be English. The HKIAC shall act as the
administering institute.
	 
	 	(b)	 	The arbitrators shall be appointed by mutual consent of the Parties involved in the
arbitration in accordance with the procedures set out in the UNCITRAL
Rules regarding the appointment of arbitrators, failing which the appointing
authority shall be HKIAC.
	 
	 	(c)	 	The arbitral proceedings shall accord to each of the Parties the right to provide
witnesses, including expert witnesses, the right of cross-examination of witnesses and the
right to make both written and oral submissions.
	 
	 	(d)	 	The arbitral award made and granted by the arbitrator shall be final, binding and
incontestable and may be used as a basis for judgment thereon in Hong Kong or elsewhere.
All costs of arbitration (including, without limitation, those incurred in the appointment
of the arbitrator) shall be apportioned in the arbitral award.






	12.3	 	Court Action. By agreeing to arbitration, the Parties do not intend to deprive any
court of competent jurisdiction of its ability to issue any form of provisional remedy, including
but not limited to a preliminary remedy in aid of arbitration, or order any interim injunction
and a request for such provisional remedy or interim injunction by the Parties to a court shall
not be deemed a waiver of this agreement to submit to arbitration.
	 
	12.4	 	Continued Performance During Arbitration. During the period of submission to
arbitration and thereafter until the granting of the arbitral award, the Parties shall, except in
the event of termination, continue to perform all their obligations under this Agreement without
prejudice to a final adjustment in accordance with the said award.
	 
	12.5	 	Survival. The provisions contained in this Clause 12 shall survive the termination
or expiration of this Agreement.











 



Page 28





	13.	 	CERTAIN ADDITIONAL COVENANTS OF THE PARTIES
	 
	13.1	 	Initial Public Offering. Each of the Parties shall use commercially reasonable
efforts to facilitate a Qualified IPO within twenty-four (24) months of the completion under the
TPG SPA (the “TPG Completion”). The Company shall use its commercially reasonable
endeavours (including providing all information necessary and appropriate) to obtain, if such
Qualified IPO is on the Hong Kong Stock Exchange and if feasible, private rulings from the Hong
Kong Stock Exchange that:






	 	(a)	 	MIE’s current Production Sharing Contracts will be sufficient to demonstrate the
right to use the land constituting the oilfields without PetroChina’s land use rights
certificates for listing of the shares of the Company on the Hong Kong Stock Exchange; and
	 
	 	(b)	 	FEEL’s current shareholding arrangements will be sufficient to comply with the
continuity of ownership requirements for listing of the shares of the Company on the Hong
Kong Stock Exchange.






	13.2	 	Market Stand-Off Agreement. Each Shareholder shall agree to customary market
stand-off or lock-up restrictions upon a Qualified IPO as may be required by applicable rules,
laws or regulations.
	 
	13.3	 	FEEL Shareholding. At any time from and after the TPG Completion, FEEL and its
Affiliates shall maintain a Shareholding Percentage of more than fifty percent (50%) until the
date falling on the earlier of (a) the expiration date of the lock-up period applicable to TPG
following the Qualified IPO, (b) the date upon which TPG’s shareholding in the Company falls
below the Minimum Shareholding Percentage and (c) the date falling sixty
(60) months from the TPG Completion (such earlier date, the “Required Shareholding Ownership
Expiration Date”). During the period from the TPG Completion until Required Shareholding
Ownership Expiration Date, the Shares held by FEEL and its Affiliates will be free and clear of
any and all Encumbrances, other than any share charge as contemplated by the TPG SPA or the CITC
KaWah Facility.
	 
	13.4	 	MIE Shareholding. At any time from and after the TPG Completion, FEEL shall cause
the Company to, and the Company shall, legally and beneficially own all the issued and
outstanding shares of MIE until the date falling on the Required Shareholding Ownership
Expiration Date. During the period from the TPG Completion until the Required Shareholding
Ownership Expiration Date, all the issued and outstanding shares of MIE will be free and clear of
any and all Encumbrances, other than any share charge as contemplated by the CITIC KaWah
Facility.
	 
	13.5	 	Consultation Rights. At least five (5) Business Days prior to the making of any
decisions in relation to (a) the appointment or removal of any directors of any member of the MIE
Group or increase of the remuneration of any of the same or (b) the recruitment, election,
dismissal or change of the remuneration or conditions of any of the following employees of any
member of the MIE Group: Zhang Ruilin, Zhao Jiangwei, the chief executive officer, the chief
financial officer, the chief operating officer, the president, any senior vice presidents or any
other persons serving similar










 



Page 29


	 	 	positions as listed herein, the Company shall consult with TPG prior to making such
decision.






	13.6	 	Compliance with Laws. The Company shall comply with all applicable laws that are or
may be applicable to the Company’s business (including laws with respect to the environment,
occupational health and safety, international sanctions and business practices). The Company shall
implement international best practices for governance and internal controls. The Company shall
not conduct or enter into a contract to conduct any transaction with the governments or any of
sub-division thereof, agents or representatives, residents of, or any entity based or resident in
the countries that are currently subject to any U.S. sanctions administered by the Office of
Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and neither the Company
nor MIE has financed the activities of any Person currently subject to any U.S. sanctions
administered by OFAC.
	 
	13.7	 	Further Assurances. The Shareholders shall promptly and duly execute and deliver
such documents and take, and cause the Company to take, such further action as may be required or
reasonably desirable in order to carry out effectively and accomplish the intent and purpose of
this Agreement and to establish and protect the rights and remedies created or intended to be
created under this Agreement.
	 
	13.8	 	Nominees. Each Shareholder shall procure that each of its nominees, including
Directors nominated by it, shall perform its duties in accordance with the terms and provisions
of this Agreement to the fullest extent permitted by applicable law.
	 
	13.9	 	Consents and Approvals for Share Transfers. If the Transfer of any Shares by any
Shareholder in accordance with this Agreement requires any consent, authorization, approval and
permit from, or the making of any filing or notice to, any other Person or governmental,
quasi-governmental and regulatory body, agency and authority necessary and
appropriate to permit such Transfer under applicable law, the Shareholders shall use reasonable
best efforts to cause the Company and its Subsidiaries to procure and receive prior to such
Transfer, such consent, authorization, approval or permit or makes such filing or notice.
	 
	14.	 	MISCELLANEOUS
	 
	14.1	 	Transfers, Successors and Assigns. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and permitted assigns of the
Parties (provided that as long as TPG shall be a shareholder, TPG shall have the right to
assign its rights under Clause 5 and Clause 6 to TPG Star, L.P.). Nothing in this Agreement,
express or implied, is intended to confer upon any Party other than the Parties or their
respective successors and permitted assigns any rights, remedies, obligations, or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement.
	 
	14.2	 	Ownership. Each Shareholder represents and warrants that such Shareholder is the
sole legal and beneficial owner of the Shares subject to this Agreement and that no other Person
has any interest in such Shares (other than a community property interest as to which the holder
thereof has acknowledged and agreed in writing to the restrictions and obligations hereunder).











 



Page 30





	14.3	 	Further Assurances. Each Party undertakes to and with each other Party to do all
things reasonably within its power which are necessary or reasonably desirable to give full effect
to the spirit and intent of this Agreement.
	 
	14.4	 	Amendments and Waivers. All amendments and other modifications hereof or waivers of
the observance of any term hereof (either generally or in a particular instance and either
retroactively or prospectively) shall be in writing and signed by each of the Parties.
	 
	14.5	 	No Joint Venture or Partnership. Nothing in this Agreement shall constitute or be
deemed to constitute a joint venture or a partnership between any of the Parties and none of them
shall have any authority to bind the others in any way.
	 
	14.6	 	No Waiver. The failure of a Shareholder at any time to require observance or
performance by any other Shareholder of any of the provisions of this Agreement shall in no way
affect the Shareholder’s right to require such observance or performance at any time thereafter,
nor shall the waiver by any Shareholder of a breach of any provision hereof be taken or held to
be a waiver of any succeeding breach of such provision. The rights and remedies provided in this
Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law.
	 
	14.7	 	Severability. In case any one or more of the provisions contained in this Agreement
shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of all remaining provisions contained herein shall not in any way be affected or
impaired thereby; and the invalid, illegal or unenforceable provisions shall be interpreted and
applied so as to produce as near as may be the legal, economic and commercial result intended by
the Parties.
	 
	14.8	 	Counterparts. This Agreement may be signed in any number of counterparts, each of
which is an original and all of which, taken together, constitutes one and the same
instrument. This Agreement may also be executed and delivered by facsimile signature and in any
number of counterparts, each of which shall be deemed an original and all of which, taken
together, constitutes one and the same instrument.
	 
	14.9	 	Effecting the Intentions of the Parties under this Agreement. Each Shareholder
agrees to exercise its voting rights in the Company to effect the intentions, agreements and
purposes specified herein. Each Shareholder agrees that if as a result of any applicable law the
intentions of the Parties expressed in this Agreement shall not be effected, it will take all
reasonable steps necessary to give effect to such intentions.
	 
	14.10	 	Entire Agreement. The Transaction Agreements contain the entire understanding and
agreement between the Parties with respect to the subject matter hereof and supersede and cancel
all prior oral and written agreements or representations, if any, among the Parties or any of
them relating to the subject matter thereof.
	 
	14.11	 	Share Splits, Share Dividends, etc. In the event of any issuance of the Company’s
voting securities hereafter to any of the Shareholders (including, without limitation, in
connection with any share split, share dividend, recapitalization, reorganization, or the like),
such securities shall become subject to this Agreement and shall be endorsed with the legend set
forth in Clause 2.4.











 



Page 31





	14.12	 	Costs and Attorneys’ Fees. Each Party shall pay its own expenses in connection
with the transactions contemplated by this Agreement.
	 
	14.13	 	No Liability for Election of Directors. Neither the Company or any of the
Shareholders, nor any officer, director, shareholder, partner, employee or agent of any such
Party, makes any representation or warranty as to the fitness or competence of the member of the
Board designated by any Party hereunder to serve on the Board by virtue of such Party’s execution
of this Agreement or by the act of such Party in voting for such designee pursuant to this
Agreement.
	 
	14.14	 	Obligations of Investors Several. The obligations of the Investors under this
Agreement are several and no Investor shall be liable for the default of another Investor.





[Signature Page Follows]










 



Page 32



IN WITNESS WHEREOF the Parties have duly executed this Agreement as of the date and year
written above.




	 	 	 	 	 
	MIE HOLDINGS CORPORATION

 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	MI ENERGY CORPORATION

 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	TPG STAR ENERGY LTD.

 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	SINO LINK LIMITED

 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	FAR EAST ENERGY LIMITED

 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 














 





Page 33




SCHEDULE 1




MATTERS REQUIRING SPECIAL APPROVAL OF THE BOARD




	(i)	 	Any Trade Sale, merger, consolidation, reorganization or acquisition, or any other
transaction that would constitute a change of control, of the Company or any Material Subsidiary;
	 
	(ii)	 	Any sale of all or substantially all of the business of the Company or any Material
Subsidiary;
	 
	(iii)	 	Any material change in the scope of business of the Company or MIE;
	 
	(iv)	 	The creation, grant or issuance of any New Securities by the Company or of any shares or
rights to subscribe for, or options, warrants or other securities convertible into or exercisable
or exchangeable for, equity securities of any member of the MIE Group (other than any creation,
grant or issuance of a new series of preferred shares of the Company (the “New Preferred
Shares”); provided that, (a) the New Preferred Shares shall only be issued to a third party
investor (other than FEEL or any of its Affiliate) which is a leading reputable international
institutional investor, (b) the aggregate principal amount, face amount or liquidation preference
amount of the New Preferred Shares shall not exceed US$20,000,000 at any time outstanding, (c)
the per share subscription price of the New Preferred Shares shall be equal to or higher than the
Per Share Subscription Price (as defined in the TPG SPA), and (d) the terms and conditions of, or
rights relating to, the New Preferred Shares (whether pursuant to the Restated Articles,
contractual or otherwise) are not more favorable
than those applicable to the Series A Preferred Shares taking into consideration the percentage
of shareholding represented by the New Preferred Shares.
	 
	(v)	 	Any redemption or repurchase by the Company of any equity securities of the Company, other
than a redemption of the Put Shares (as defined in the TPG SPA) or a redemption of any Shares
held by Sino Link pursuant to the put option granted to Sino Link under the Sino Link SPA;
	 
	(vi)	 	Change in any rights attaching to any securities issued by the Company or granting of any
right to the holders of any securities issued by the Company if (a) the holder(s) of such rights
is FEEL or any of its Affiliates or (b) such rights are superior to the rights of the holders of
the Series A Preferred Shares;
	 
	(vii)	 	Any declaration, setting aside or payment of any dividend or other distribution in respect
of the Shares, except for the deemed dividend distribution referred to in Clause 5.1(a)(xiv) of
the TPG SPA and any additional deemed dividend distribution (which shall not involve any cash
distribution) in connection with any additional equity investment by one or more third parties in
the Company in an aggregate amount not to exceed US$12,000,000 for the sole purpose of forgiving
or writing off the MIE Loan (as defined in the TPG SPA);
	 
	(viii)	 	Any repayment by MIE of any loan from a direct or indirect Shareholder;











 




Page 34


	(ix)	 	Incurrence of annual expenses by the MIE Group for an individual item or directly related
group of items, or any transaction, which is both outside the scope of the then current annual
budget as approved by the Joint Management Committee under the Company’s existing production
sharing contracts with China National Petroleum Corporation (the “JMC Budget”) and which
annual expenses, in the aggregate, exceeds the greater of US$10,000,000 and 10% of the then
current JMC Budget;
	 
	(x)	 	Incurring any additional Indebtedness (other than any Indebtedness incurred under the CITIC
KaWah Facility) exceeding in the aggregate US$20,000,000 during the 12-month period following the
TPG Completion and US$40,000,000 during the 24-month period following the date of the completion
under the TPG SPA;
	 
	(xi)	 	Entry by any member of the MIE Group into any transaction with any Person involving the
making of payments by or obligations or liabilities of any member of the MIE Group outside the
ordinary course of business in excess of US$15,000,000;
	 
	(xii)	 	Entry by any member of the MIE Group into any transaction with any Affiliate or any
Shareholder, director, officer or shareholder of the Company or Affiliate of any Shareholder,
director, officer or shareholder of the Company outside the ordinary course of business, including
but not limited to the waiver or release of any rights of such member of the MIE Group and the
write-off or forgiveness of any Indebtedness owed to such member of the MIE Group (other than (a)
the write-off or forgiveness of the MIE Loan as contemplated by the TPG SPA or under paragraph
(vii) above, (b) any Pre-Approved Affiliate Transaction, and (c) any transactions between the
Company and MIE to transfer to MIE the proceeds from the sale of 2,145,749 Series A Preferred
Shares to TPG);
	 
	(xiii)	 	Amendment of the Article of Association, Bylaws or other governing documents of any member
of the MIE Group to the extent such amendment would adversely affect the rights already granted
to the holders of Series A Preferred Shares;
	 
	(xiv)	 	Any liquidation, winding up, dissolution, receivership, bankruptcy or any like scheme or
arrangement of the Company or any Material Subsidiary;
	 
	(xv)	 	Any appointment or removal of the auditors of the Company or any Material Subsidiary;
	 
	(xvi)	 	Any material change to the accounting or tax policies of the Company or any Material
Subsidiary, other than any material change implemented to be in compliance with any relevant
laws, rules and regulations applicable to the Company;
	 
	(xvii)	 	The creation of any Encumbrance over any material asset or group of assets of, or over
substantially all the undertaking of, any member of the MIE Group (save for Encumbrances that (i)
arise by operation of law, (ii) which any member of the MIE Group is obliged to create under the
terms of the CITIC KaWah Facility) , or the giving by any member of the MIE Group of any
guarantee or indemnity in respect of the obligation of any person (other than any guarantee or
indemnity given by a member of the MIE Group in respect of the obligations of the Company or of a
wholly-owned subsidiary of the Company or any guarantee or indemnity given by a member of the MIE
Group under the terms of the TPG SPA or the Sino Link SPA);










 



Page 35


	(xviii)	 	(i) Acquisition of the whole or any significant part of any business or undertaking or
any shares in the capital, of a company, or formation of any subsidiary company or subsidiary
undertaking, (ii) entering into any joint venture or partnership with any person, or (iii)
engagement in any kind of overseas expansion, in each case, exceeding US$20,000,000 in total
expenditure or purchase price, as the case may be;
	 
	(xix)	 	Any settlement of any material litigation, arbitration or administrative proceeding
involving any member of the MIE Group in excess of US$3,000,000;
	 
	(xx)	 	The determination of the final price per Ordinary Share of the Company (or the aggregate
price of the number of American Depositary Receipt, Global Depositary Receipt or other similar
securities representing one Ordinary Share of the Company) to be offered in connection with any
Qualified IPO (the “Per Share IPO Price”) if and only if such Per Share IPO Price multiplied by
the total number of Ordinary Shares which TPG would hold (on an as converted basis in accordance
with the Restated Articles) upon the Qualified IPO of the Company would be less than the sum of
(i) the difference between the Subscription Price (as defined in the TPG SPA) minus the
Transaction Fees (as defined in the TPG SPA) plus (ii) thirty (30) percent per annum on such
amount compounded on an annual basis from the Completion Date (as defined in the TPG SPA) through
the closing date of such Qualified IPO of the Company; and
	 
	(xxi)	 	The delegation of any authority of the Board, or the agreement with any Person,
conditionally or otherwise, to do any of the foregoing.










 











EXHIBIT D




CITIC KAWAH CONSENT LETTER









 






[MIE Letterhead]




Amendment Letter



	 	 	 
	From:

	 	MI Energy Corporation
	 
	 	 
	 

	 	MIE Holdings Corporation
	 
	 	 
	 

	 	Far East Energy Limited
	 
	 	 
	 

	 	Zhao JiangWei
	 
	 	 
	 

	 	Zhang Rui Lin
	 
	 	 
	 

	 	Shang Zhi Guo
	 
	 	 
	To:

	 	CITIC Ka Wah Bank Limited (as Facility Agent as defined below)






____ October 2009



Dear Sirs,



Reference is made to the US$200,000,000 Transferable Term Loan and Revolving Credit Facility
Agreement dated 28 July 2009 between MI Energy Corporation as borrower (the “Borrower”), CITIC Ka
Wah Bank Limited as facility agent (the “Facility Agent”) and offshore security agent, China CITIC
Bank Corporation Limited, Guangzhou Branch as onshore security agent, and the banks and other
financial institutions named therein as lenders (the “Facility Agreement”). Unless otherwise
defined in this letter or the context otherwise requires, terms used in this letter have the
meanings provided in the Facility Agreement.



Pursuant to Clause 19 (Amendment) of the Facility Agreement, the Borrower and the Facility Agent
(acting on behalf of the Majority Lenders in accordance with such Clause
and pursuant to the facsimile confirmation from the Facility Agent to MI Energy Corporation dated
21 October 2009) agree that, with effect from the date of this letter:





	1.	 	Clause 14.2(f)(i) of the Facility Agreement shall be amended by inserting a new sub-paragraph
(gg) as follows:






	 	“(gg)	 	the joint and several liabilities imposed upon it under the put option and initial
public offering deficiency payment owed to [Name of CITIC Affiliate] (the “CITIC Investor”)
under the [Shares Purchase Agreement dated in or around [October] 2009 between the
Corporate Shareholder, the Borrower, Far East Energy and the CITIC Investor];”






	2.	 	Clause 14.2(f)(ii) of the Facility Agreement shall be amended by inserting a new sub-paragraph
(ee) as follows:





1







 










	 	“(ee)	 	the joint and several liabilities imposed upon it under the put option and initial
public offering deficiency payment owed to [Name of CITIC Affiliate] (the “CITIC Investor”)
under the [Shares Purchase Agreement dated in or around [October] 2009 between the
Corporate Shareholder, the Borrower, Far East Energy and the CITIC Investor];”




By its execution of this letter, each of the Borrower, the Corporate Shareholder, Far East Energy
and the Personal Shareholders confirms to the Facility Agent:





	(a)	 	that, except for the amendments set forth above, nothing contained herein shall be deemed to be
a waiver or amendment of any covenant or agreement contained in the Finance Documents;
	 
	(b)	 	its consent to the terms of this letter and (in the case of the Corporate Shareholder, Far East
Energy and the Personal Shareholders only) to the amendments to the Facility Agreement effected
pursuant hereto;
	 
	(c)	 	that, except for the amendments set forth above, all of the terms of the Finance Documents to
which it is a party and all its obligations thereunder shall otherwise remain unchanged and in full
force and effect, and are not and will not be affected, discharged or varied by the execution of
this letter, or the amendment of the Facility Agreement effected pursuant hereto, save that, with
effect from the date hereof, references in any such Finance Document to the Facility Agreement
shall be deemed to be references to the Facility Agreement as amended by this letter.




This letter shall constitute a Finance Document.



This letter may be executed in counterparts and by different parties on separate counterparts which
when taken together shall be deemed to constitute one agreement.



This letter is governed by Hong Kong law.




	 	 	 	 	 	 	 
	THE BORROWER
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 
	MI ENERGY CORPORATION

	 	 	)	 	 	 
	by

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	THE FACILITY AGENT
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 
	CITIC KA WAH BANK LIMITED

	 	 	)	 	 	 
	by

	 	 	)	 	 	 







2








 




	 	 	 	 	 	 	 
	THE CORPORATE
SHAREHOLDER
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 
	MIE HOLDINGS CORPORATION

	 	 	)	 	 	 
	by

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	FAR EAST ENERGY
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED for and on behalf of

	 	 	)	 	 	 
	FAR EAST ENERGY LIMITED

	 	 	)	 	 	 
	by

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	THE PERSONAL
SHAREHOLDERS
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 
	ZHAO JIANGWEI

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 
	ZHANG RUI LIN

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 
	SHANG ZHI GUO

	 	 	)	 	 	 








3







 




EXHIBIT E




TPG WAIVER LETTER









 



 


                    , 2009




	 	 	 
	To:

	 	TPG Star Energy Ltd.
	 

	 	301 Commerce Street, Suite 3300
	 

	 	Fort Worth, Texas 76102
	 

	 	Fax: (817) 871-4001
	 
	 	 
	 

	 	Attention: Clive D. Bode
	 
	 	 
	CC:

	 	MIE Holdings Corporation
	 
	 	 
	 

	 	MI Energy Corporation
	 

	 	Suite 406, Block C Grand Place
	 

	 	5 Hui Zhong Road
	 

	 	Chaoyang District, Beijing 100101
	 

	 	Fax: (8610) 5123 8866
	 
	 	 
	 

	 	Attention: Mr. Zhang Ruilin
	 
	 	 
	 

	 	White & Case LLP
	 

	 	19th Floor, Tower 1, China Central Place
	 

	 	81 Jianguo Lu, Chaoyang District
	 

	 	Beijing 100025, PRC
	 

	 	Fax: (8610) 5912 5760
	 
	 	 
	 

	 	Attention: Li Xiaoming/Vivian Tsoi
	 
	 	 
	 

	 	TPG Growth Capital (Asia) Limited
	 

	 	57th Floor, Two International Finance Centre
	 

	 	8 Finance Street, Hong Kong
	 

	 	Fax: (852) 3515-8999
	 
	 	 
	 

	 	Attention: Stephen Law
	 
	 	 
	 

	 	Cleary Gottlieb Steen & Hamilton LLP
	 

	 	Bank of China Tower
	 

	 	One Garden Road, Hong Kong
	 

	 	Fax: (852) 2160 — 1008
	 
	 	 
	 

	 	Attention: Sang Jin Han
	 
	 	 
	 

	 	Sino Link Limited
	 

	 	c/o 14/F, Capital Mansion
	 

	 	6 Xinyuan Nanlu
	 

	 	Chaoyang District, Beijing 100004, PRC
	 

	 	Fax: (8610) 8486 1690
	 
	 	 
	 

	 	Attention: Mr. Lu Chunqing












 



 

Dear Sirs:



We refer to the Shareholders’ Agreement of MIE Holdings Corporation (the “Shareholders
Agreement”) dated July 9, 2009 by and among TPG Star Energy Ltd. (“TPG”), Standard Bank Plc
(“Standard Bank”), Far East Energy Limited (“FEEL”), MI Energy Corporation
(“MIE”) and MIE Holdings Corporation (the “Company”). Terms defined in the Shareholders Agreement
shall have the same meanings in this letter unless defined in this letter or the context
otherwise requires. We are writing to inform you that:





	1.	 	Sino Link (as defined below), FEEL, MIE, the Company and Mr. Zhang Ruilin, Mr. Zhao Jiangwei
and Mr. Shang Zhiguo are finalizing a Series A Preferred Shares Purchase Agreement (the “Sino
Link SPA”) pursuant to which:






	 	a.	 	FEEL intends to sell to Sino Link Limited (“Sino Link”), an exempted company
incorporated in the Cayman Islands and a wholly-owned subsidiary of China
International Economic Consultants (HK) Co., Ltd., 364,373 Series A Preferred Shares
in the Company (the “FEEL Sale Shares”) for an aggregate consideration of US$9,000,013
(the “Purchase Price”, based on a sale price per Series A Preferred Share of
US$$24.70). Such Purchase Price will be paid in cash.
	 
	 	b.	 	As FEEL is not currently a holder of Series A Preferred Shares of the Company, FEEL
intends to request that the Company redeem 364,373 Ordinary Shares of the Company that
FEEL currently holds in exchange for 364,373 Series A Preferred Shares in the Company
(the “FEEL Series A
Shares”), which FEEL then proposes to transfer to Sino Link as the FEEL Sale
Shares.






	2.	 	Standard Bank, FEEL, MIE, the Company and Mr. Zhang Ruilin, Mr. Zhao Jiangwei and Mr. Shang
Zhiguo are finalizing a Shares Purchase Agreement (the “SB SPA”) pursuant to which Standard Bank
will sell its 197,049 Ordinary Shares of the Company (the “SB Sale Shares”) to FEEL for an
aggregate consideration of US$4,867,110 (based on a sale price per Ordinary Share of US$24.70).
	 
	3.	 	Standard Bank, FEEL, MIE and the Company are finalizing an Option Termination Agreement (the
“SB Option Termination Agreement”) pursuant to which Standard Bank will agree to terminate all
rights and obligations under the Option Agreement dated as of January 12, 2009 by and among
Standard Bank, FEEL, MIE and the Company as amended and restated by the First Amendment and
Restatement Agreement dated June 26, 2009 for an aggregate consideration of US$3,632,890.
	 
	4.	 	TPG, FEEL, MIE and the Company are finalizing a Second Amendment (the “Second Amendment to the
TPG SPA”) to the Share Purchase Agreement dated as of June 19, 2009 by and among you, FEEL, MIE
and the Company (as amended, the “TPG SPA”) pursuant to which TPG will agree to the deletion of
Clause 8.2 of the TPG SPA and make certain typographical, confirming or clarificatory changes.
	 
	5.	 	TPG, Sino Link, FEEL, MIE and the Company are finalizing an Amended and Restated
Shareholders’ Agreement (the “Restated Shareholders’ Agreement”), pursuant to which, among other
things, (1) Standard Bank will cease to be a party to the Restated Shareholders’ Agreement, (2)
Sino Link will be added as a party to the Restated






2







 




	 	 	Shareholders’ Agreement, and (3) a new clause will be added to Schedule 1 to the Restated
Shareholders Agreement as follows: “the determination of the final price per Ordinary Share
of the Company (or the aggregate price of the number of American Depositary Receipt, Global
Depositary Receipt or other similar securities representing one Ordinary Share of the
Company) to be offered in connection with any Qualified IPO (the “Per Share IPO Price”) if
and only if such Per Share IPO Price multiplied by the total number of Ordinary Shares which
TPG would hold (on an as converted basis in accordance with the Restated Articles) upon the
Qualified IPO of the Company would be less than the sum of (i) the difference between the
Subscription Price (as defined in the TPG SPA) minus the Transaction Fees (as defined in the
TPG SPA) plus (ii) thirty (30) percent per annum on such amount compounded on an annual basis
from the Completion Date (as defined in the TPG SPA) through the closing date of such
Qualified IPO of the Company”.
	 
	6.	 	TPG, Sino Link, FEEL and the Company are finalizing a Third Amended and Restated Memorandum
and Articles of Association of the Company (the “Third Restated Articles”) to reflect the changes
to the Restated Shareholders’ Agreement and make certain typographical, confirming or
clarificatory changes.
	 
	7.	 	Pursuant to the terms of the Shareholders Agreement, TPG has thirty (30) days after receipt of
a Transfer Notice (as defined in Clause 2.2(a) of the Shareholders Agreement) (the “Notice
Period”) to elect whether to exercise its right of first refusal to (a) purchase its pro rata
share (based on the proportion of TPG’s Shareholding Percentage as it bears to the aggregate
Shareholding Percentage of TPG and Standard Bank) of the FEEL Sale Shares (the “TPG Pro Rata
Portion of FEEL Sale Shares”) and (b) purchase its pro rata share (based on the proportion of
TPG’s Shareholding Percentage as it bears to the aggregate Shareholding Percentage of TPG and
FEEL) of the SB Sale Shares (the “TPG Pro Rata Portion of SB Sale Shares”).
	 
	8.	 	Further, under the Shareholders Agreement, TPG, as a Shareholder has thirty (30) days (the
“Pre-Emptive Right Notice Period”) after receipt of a pre-emptive right notice
(“Pre-Emptive Right Notice”) to elect to purchase a pro rata portion (based on its
Shareholding Percentage) of the FEEL Series A Shares that the Company intends to sell and
issue to FEEL (“TPG Pre-emption Pro Rata Portion”).
	 
	9.	 	Please confirm by signing where indicated below that you agree to each of the following:






	 	a.	 	approve the redemption of 364,373 Ordinary Shares of the Company that FEEL currently
holds in exchange for 364,373 Series A Preferred Shares of the Company in accordance with
Clause 7.4 of the Shareholders Agreement, and cause the TPG Director to approve the same
in accordance with Clause 6.12 of the Shareholders Agreement;
	 
	 	b.	 	waive your right under Clause 3 of the Shareholders Agreement to purchase the TPG
Pre-emption Pro Rata Portion of the FEEL Series A Shares that the Company intends to issue
to FEEL, and allow the Company to sell and issue to FEEL the FEEL Series A Shares;






3







 




	 	c.	 	waive the Pre-Emptive Right Notice Period to elect whether to purchase the TPG Pre-emption Pro
Rata Portion and the right to receive a Pre-emptive Right Notice;
	 
	 	d.	 	waive your right of first refusal under Clause 2.2 of the Shareholders Agreement to purchase the
TPG Pro Rata Portion of FEEL Sale Shares from FEEL and allow FEEL to sell the FEEL Sale Shares to
Sino Link;
	 
	 	e.	 	waive your right of first refusal under Clause 2.2 of the Shareholders Agreement to purchase the
TPG Pro Rata Portion of SB Sale Shares from Standard Bank and allow Standard Bank to sell the SB
Sale Shares to FEEL;
	 
	 	e.	 	waive the Notice Period to elect whether to purchase the TPG Pro Rata Portion of FEEL Sale
Shares and the TPG Pro Rata Portion of SB Sale Shares,




              provided that your agreement to the above shall only be valid and effective if:





	 	i.	 	the Sino Link SPA is executed by October 30, 2009 by all the persons expressed to be a
party thereto in the form attached hereto as Exhibit A;
	 
	 	ii.	 	a letter agreement between Sino Link and Messrs. Zhang, Zhao and Shang is executed by
October 30, 2009 by all the persons expressed to be a party thereto in the form attached as Exhibit
A to the Sino Link SPA;
	 
	 	iii.	 	the SB SPA is executed by October 30, 2009 by all the persons expressed to be a party
thereto in the form attached hereto as Exhibit B;
	 
	 	iv.	 	the SB Option Termination Agreement is executed by October 30, 2009 by all the persons
expressed to be a party thereto in the form attached hereto as Exhibit C;
	 
	 	v.	 	the Second Amendment to the TPG SPA is executed by October 30, 2009 by all the persons
expressed to be a party thereto in the form attached hereto as Exhibit D;
	 
	 	vi.	 	Standard Bank shall have executed a waiver of its right of first refusal and pre-emption
right under the Shareholders Agreement in the form attached hereto as Exhibit E;
	 
	 	vii.	 	CITIC Ka Wah Bank Limited (“CITIC Ka Wah”) as facility agent under the US$200,000,000
Transferable Term Loan and Revolving Credit Facility Agreement dated 28 July 2009 between MIE as
borrower and CITIC Ka Wah as facility agent, China CITIC Bank Corporation Limited, Guangzhou Branch
as onshore security agent, and the banks and other financial institutions named therein (the
“Facility Agreement”) shall have executed an amendment to the Facility Agreement which shall
provide that as of the date of the amendment, (A) Clause 14.2(f)(i) of the Facility Agreement shall
be amended by inserting a new sub-paragraph (gg) as follows: “(gg) the






4







 




	 	 	 	joint and several liabilities imposed upon it under the put option
obligations owed to Sino Link Limited (the “CITIC Investor”) under the
Shares Purchase Agreement dated in or around October [___] 2009 between the
Corporate Shareholder, the Borrower, Far East Energy and the CITIC
Investor;” and (B) Clause 14.2(f)(ii) of the Facility Agreement shall be
amended by inserting a new sub-paragraph (ee) as follows: “(ee) the joint
and several liabilities imposed upon it under the put option obligations
owed to the CITIC Investor under the Shares Purchase Agreement dated in or
around October [___], 2009 between the Corporate Shareholder, the
Borrower, Far East Energy and the CITIC Investor;”
	 
	 	viii.	 	the Third Restated Articles have been duly adopted by the Company
immediately after the consummation of all transactions contemplated by the
documents referred to in clauses (i) to (ix) hereof (the
(“Closing”) in the form attached as Exhibit B to the Sino Link SPA;
	 
	 	ix.	 	the Restated Shareholders’ Agreement is executed immediately after the
Closing, 2009 by all the persons expressed to be a party thereto in the form
attached as Exhibit C to the Sino Link SPA;
	 
	 	x.	 	the Closing shall take place by October 30, 2009;
	 
	 	xi.	 	no amendment to any documents referred to in clauses (i) to (ix) above
shall be made (other than for typographical, conforming or clarificatory
changes) unless TPG has given its consent to such amendments; and
	 
	 	xii.	 	immediately after the Closing, the identity of the shareholders, their
respective ownership of Shares and the Shareholding Percentage shall be as
follows:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	No. of Series A	 	 	 	 
	 	 	Preferred Shares	 	No. of Ordinary	 	 
	 	 	legally and	 	Shares legally and	 	 
	 	 	beneficially owned	 	beneficially owned	 	Percentage of Issued
	 	 	immediately by	 	immediately by the	 	Share Capital
	Name of Shareholder/	 	the Shareholder	 	Shareholder after	 	(on as-converted
	Address and Fax Number	 	after the Closing	 	the Closing	 	basis)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Far East Energy Limited

Suite 406, Block C

Grand Place

5 Hui Zhong Road

Chaoyang District

Beijing 100101

PRC

Fax: (8610) 5123 8866

	 	 	-0-	 	 	 	9,635,627	 	 	 	79.33333	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TPG Star Energy Ltd.

301 Commerce Street,

Suite 3300

Fort Worth, Texas 76102

Fax: (817) 871-4001

	 	 	2,145,749	 	 	 	-0-	 	 	 	17.66667	%








5







 




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	No. of Series A	 	 	 	 
	 	 	Preferred Shares	 	No. of Ordinary	 	 
	 	 	legally and	 	Shares legally and	 	 
	 	 	beneficially owned	 	beneficially owned	 	Percentage of Issued
	 	 	immediately by	 	immediately by the	 	Share Capital
	Name of Shareholder/	 	the Shareholder	 	Shareholder after	 	(on as-converted
	Address and Fax Number	 	after the Closing	 	the Closing	 	basis)
	 
	Sino Link Limited

c/o 14/F, Capital
Mansion

6 Xinyuan Nanlu

Chaoyang District,
Beijing 100004

P.R. China

Fax: (8610) 8486 1690


	 	 	364,373	 	 	 	-0-	 	 	 	3.00000	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	Total

	 	 	2,510,122	 	 	 	9,635,627	 	 	 	100	%
	 	 	 







	10.	 	This letter is governed by the laws of the State of New York.






6







 








Yours faithfully,



 


For and on behalf of




Far East Energy Ltd.



 


For and on behalf of




Standard Bank Plc






7







 





We confirm the matters set out in paragraph 9 above.



 






For and on behalf of

TPG Star Energy Ltd.






8







 




EXHIBIT F




PRC LEGAL OPINION

















 









26 October 2009




MIE Holdings Corporation (the “Company”)




Dear Sirs,




China International Economic Consultants Ltd. (“CIEC”) 





	1.	 	Introduction
	 
	 	 	We have acted as PRC legal advisors to China International Economic Consultants (HK) Ltd.
(“CIEC HK”) in relation to its proposed investment by itself or acting through Sino Link
Limited in the Company. Sino Link Limited is incorporated in the Cayman Islands and indirectly
wholly-owned by CIEC HK. We have taken instructions solely from CIEC.
	 
	 	 	CIEC HK is a subsidiary of CIEC (the Chinese name being).
	 
	2.	 	PRC Law
	 
	 	 	This opinion is limited to PRC law as applied by the PRC courts and published and in effect on
the date of this opinion. This opinion is given on the basis that all matters relating to it
will be governed by, and that it (including all terms used in it) will be construed in
accordance with, PRC law.
	 
	 	 	For the purpose of this opinion, “PRC law” means the laws and administrative regulations of
the People’s Republic of China (“China” or “PRC”) (excluding the laws of Hong Kong Special
Administrative Region, the laws of Macau Special Administrative Region and the laws of Taiwan
Region).
	 
	3.	 	Scope of Inquiry
	 
	 	 	For the purpose of this opinion, we have examined copies of the following documents:






	 	(1)	 	the Business Licence (duplicate copy, dated 27 July 2009) of CIEC;
	 
	 	(2)	 	the PRC Organisational Code (No. 10000070-2, effective from 11 September 2009 to 11
September 2013) of CIEC;
	 
	 	(3)	 	the Articles of Association of CIEC;
	 
	 	(4)	 	the Title Registration Certificate of the PRC Enterprise State-owned Assets (duplicate
















 



 





	 	 	 	copy) dated 10 December 2007 and issued by the Ministry of Finance of the PRC, in relation to CIEC; and
	 
	 	(5)	 	the Confirmation on the Registration of Changes in Respect of Title to State-owned Assets of CIEC dated 10 December 2007 and issued
by the Ministry of Finance of the PRC.






	4.	 	Assumptions
	 
	 	 	For the purpose of this opinion, we have made the following assumptions:






	 	(1)	 	all copy documents submitted to us conform to the originals and all originals are genuine
and complete; and
	 
	 	(2)	 	each signature, seal and stamp on all documents submitted to us are genuine.






	5.	 	Opinion
	 
	 	 	Based on the documents referred to and assumptions in paragraphs 3 and 4, we are of the
following opinion:






	 	(1)	 	CIEC is a so-called “Enterprises Wholly Owned by All the People” (in Chinese,), which is a
state-owned enterprise in nature. It has been duly established and validly existing under the
laws of the PRC, and has full power, authority and legal right to own its assets and carry on
its business as defined in its Business Licence. CIEC is capable of suing and being sued in
its own name.
	 
	 	(2)	 	CIEC is wholly owned by CITIC Group (in Chinese,) . CITIC Group has the right to appoint
all directors of CIEC, dispose of its interests in CIEC, and, through the board of directors
of CIEC, has the power to vote or dispose the securities or interests held by CIEC.






	6.	 	Reliance
	 
	 	 	This opinion is addressed to the Company in connection with the proposed investment by CIEC HK
as described under paragraph 1 above. It is not to be disclosed to anyone else (except to any
of your legal advisers, auditors, any regulatory authority (if required by such regulatory
authority), or otherwise pursuant to a court order or legal process) nor is it to be relied
upon by anyone else or for any other purpose or quoted or referred to in any public document
or filed with anyone without our prior written consent.





Yours faithfully,



Global Law Office















 



 




EXHIBIT G




GUARANTY










 



 




Execution Copy




Dated October                     , 2009




GUARANTEE




between




CITIC Kingview Capital Management Co., Ltd.

as Guarantor




And




FAR EAST ENERGY LIMITED

as Guaranteed Party










 



 




TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	1.
	 	INTERPRETATION	 	 	1	 
	2.
	 	GUARANTEE	 	 	3	 
	3.
	 	CONTINUING SECURITY	 	 	3	 
	4.
	 	REPRESENTATIONS AND WARRANTIES	 	 	5	 
	5.
	 	UNDERTAKINGS	 	 	6	 
	6.
	 	COSTS AND EXPENSES	 	 	7	 
	7.
	 	REMEDIES AND WAIVERS	 	 	7	 
	8.
	 	ADDITIONAL PROVISIONS	 	 	7	 
	9.
	 	ASSIGNMENTS AND TRANSFERS	 	 	8	 
	10.
	 	AMENDMENTS	 	 	8	 
	11.
	 	NOTICES	 	 	8	 
	12.
	 	COUNTERPARTS	 	 	8	 
	13.
	 	GOVERNING LAW	 	 	8	 
	14.
	 	ARBITRATION	 	 	9	 












 




THIS GUARANTEE is made by way of deed on                     , 2009:




BETWEEN:





	(1)	 	CITIC Kingview Capital Management Co., Ltd., a company incorporated and existing under the
laws of People’s Republic of China (the “Guarantor”); and
	 
	(2)	 	FAR EAST ENERGY LIMITED, a company incorporated and existing under the laws of the Hong Kong
Special Administration Region of the People’s Republic of China (the “Guaranteed Party”).





RECITALS





	(A)	 	Pursuant to the Shares Purchase Agreement, the Guaranteed Party has agreed to sell to the
Purchaser and the Purchaser has agreed to purchase from the Guaranteed Party the Purchased Shares
on certain terms and conditions, one of those conditions being that the Guarantor enters into
this Guarantee.
	 
	(B)	 	The board of directors and shareholders of the Guarantor are satisfied that the Guarantor is
entering into this Guarantee for the purposes of its business and that it will derive indirect
benefit by doing so.
	 
	(C)	 	The Guarantor and the Guaranteed Party intend this Guarantee to take effect as a deed.
	 
	1.	 	INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Guarantee the following terms have the meanings given to them in this Clause.
	 
	 	 	“Agreed Rate” means the rate of 2 per cent. per annum.
	 
	 	 	“Shares Purchase Agreement” means the shares purchase agreement dated ___ 2009 by and
among the Guarantor, Sino Link Limited, Zhang Ruilin, Zhao Jiangwei, Shang Zhiguo, MI
Energy Corporation, MIE Holdings Corporation and the Guaranteed Party.
	 
	 	 	“Liabilities” means all present and future liabilities and obligations (whether actual or
contingent, whether owed jointly or severally and whether owed as principal or surety or
in any other capacity) of the Purchaser to the Guaranteed Party under or in relation to
the Shares Purchase Agreement and “Liability” means any of them.
	 
	 	 	“Tax” means any tax, levy, impost, duty, withholding or other charge of a similar nature
(including any penalty or interest payable in connection with any failure to pay or any
delay in paying any of the same).





1








 







	1.2	 	Construction






	 	(a)	 	Any reference in this Guarantee to:






	 	(i)	 	a “person” includes any individual, firm, company, corporation,
government, state or agency of a state or any association, trust, joint venture,
consortium or partnership (whether or not having separate legal personality);
	 
	 	(ii)	 	“VAT” means value added tax as provided for in the Value Added Tax Act 1994
and any other tax of a similar nature; and
	 
	 	(iii)	 	the “winding-up”, “dissolution” or “administration” of a company or
corporation shall be construed so as to include any equivalent or analogous
proceedings under the law of the jurisdiction in which such company or corporation
is incorporated or any jurisdiction in which such company or corporation carries
on business including, without limitation, the seeking of liquidation, winding-up,
reorganisation, dissolution, administration, arrangement, adjustment, protection
from creditors or relief of debtors.






	 	(b)	 	Unless this Guarantee provides otherwise or the context otherwise requires, a term
which is defined (or expressed to be subject to a particular construction) in the Shares
Purchase Agreement shall have the same meaning (or be subject to the same construction) in
this Guarantee.
	 
	 	(c)	 	A reference in this Guarantee to any agreement or document or to any agreement or
document entered into pursuant to or in accordance with any such agreement or document is
a reference to:






	 	(i)	 	this Guarantee or other agreement or document as amended, novated,
supplemented, extended or restated; and
	 
	 	(ii)	 	any other agreement or document whereby such agreement or document is so
amended, restated, varied, novated or supplemented or which is entered into
pursuant to or in accordance with any such agreement or document.






	 	(d)	 	A provision of law is a reference to that provision as amended or re-enacted.
	 
	 	(e)	 	Clause headings are for ease of reference only and shall not affect the construction
of this Guarantee.






	1.3	 	Third Party Rights
	 
	 	 	A person which is not a party to this Guarantee shall have no rights to enforce the
provisions of this Guarantee other than those it would have had if the Contracts (Rights of
Third Parties) Act 1999 had not come into force.





2








 











	2.	 	GUARANTEE
	 
	2.1	 	Guarantee and Indemnity
	 
	 	 	The Guarantor as principal obligor and not merely as surety irrevocably and
unconditionally:






	 	(a)	 	guarantees to the Guaranteed Party the due and punctual performance by the Purchaser
of the Liabilities;
	 
	 	(b)	 	undertakes with the Guaranteed Party that whenever the Purchaser does not pay any
amount of any Liability in full when due or expressed to be due under or in connection
with the Shares Purchase Agreement, the Guarantor shall immediately on
demand unconditionally pay that amount to the Guaranteed Party; and
	 
	 	(c)	 	agrees with the Guaranteed Party as a primary and independent obligation that if, for
any reason, any amount of any Liability claimed by the Guaranteed Party under this
Guarantee is not recoverable on the basis of a guarantee, it will be liable as a principal
debtor and primary obligor to indemnify the Guaranteed Party against any cost, loss or
liability it incurs as a result of the Purchaser not paying any amount of any Liability on
the date on which it is stated to be due (but the amount payable by the Guarantor under
this indemnity will not exceed the amount it would have had to pay under this Guarantee if
the amount claimed had been recoverable on the basis of a guarantee).






	2.2	 	Demands
	 
	 	 	The amount specified in a demand made by the Guaranteed Party pursuant to this Guarantee
as to the amount of any Liability or the amount due from the Guarantor under this
Guarantee shall, save for manifest error, be conclusive and binding on the Guarantor.
	 
	3.	 	CONTINUING SECURITY
	 
	3.1	 	Continuing Obligations
	 
	 	 	This Guarantee is a continuing guarantee and will extend to the ultimate balance of
amounts payable by the Purchaser under or in relation to the Liabilities, regardless of
any intermediate payment or discharge in whole or in part.
	 
	3.2	 	Reinstatement
	 
	 	 	If any discharge, release or arrangement (whether in respect of the Liabilities or any
security for those Liabilities or otherwise) is made by the Guaranteed Party in whole or in
part on the faith of any payment, security or other disposition which is avoided or must be
restored in insolvency, liquidation, administration or otherwise, without limitation, then
the liability of the Guarantor under this Guarantee will continue or be reinstated as if
the discharge, release or arrangement had not occurred.





3








 







	3.3	 	Waiver of Defences
	 
	 	 	Guarantor unconditionally and irrevocably waives (i) demands, protests, or notices as the
same pertain to the Purchaser; (ii) any right to require Guaranteed Party to proceed
against the Purchaser or to pursue any other remedy; (iii) any right to assert against the
Purchaser, as a defense, counterclaim, set-off, recoupment or cross claim in respect of
the Liabilities, any defense (legal or equitable) or other claim which Guarantor may now
or at any time hereafter have against the Purchaser or any other Person; (iv) any defense
based upon an election of remedies by the Purchaser, unless the same would excuse
performance by the Purchaser, under this Guarantee; and (v) any duty of Guaranteed Party
to advise Guarantor of any information known to Guaranteed Party regarding the Purchaser
or its ability to perform under this Guarantee.
	 
	3.4	 	Guarantor Intent
	 
	 	 	Without prejudice to the generality of Clause 3.3 (Waiver of Defences), the
Guarantor expressly confirms that it intends that this Guarantee shall extend from time to
time to any (however fundamental) variation, increase, extension or addition of or to the
Shares Purchase Agreement.
	 
	3.5	 	Immediate Recourse
	 
	 	 	The Guarantor waives any right it may have of first requiring the Guaranteed Party 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 Shares Purchase Agreement to the contrary.
	 
	3.6	 	Deferral of Guarantor’s Rights
	 
	 	 	Until all amounts which may be or become payable by the Purchaser under or in connection
with the Liabilities have been irrevocably paid in full and unless the Guaranteed Party
otherwise directs, the Guarantor will not exercise any rights (its “rights of recourse”)
which it may have by reason of performance by it of its obligations under this Guarantee
or by reason of any amount being payable, or liability arising, under this Guarantee:






	 	(a)	 	to be indemnified by the Purchaser;
	 
	 	(b)	 	to take the benefit (in whole or in part and whether by way of subrogation or
otherwise) of any rights of the Guaranteed Party under the Shares Purchase Agreement or of
any other guarantee or security taken pursuant to, or in connection with, the Shares
Purchase Agreement by the Guaranteed Party;
	 
	 	(c)	 	to bring legal or other proceedings for an order requiring the Purchaser to make any
payment or perform any obligation in respect of which the Guarantor has given a guarantee,
undertaking or indemnity under this Guarantee;
	 
	 	(d)	 	to exercise any right of set-off or counterclaim against the Purchaser; and/or





4








 











	 	(e)	 	to claim or prove as a creditor of the Purchaser or any other person or its estate in
competition with the Guaranteed Party.






	 	 	The Guarantor shall hold any monies, rights or security held or received by it as a result
of the exercise of any such rights of recourse on behalf of, and to the order of, the
Guaranteed Party for application in accordance with the terms of this Guarantee as if such
monies, rights or security were held or received by the Guaranteed Party under this
Guarantee.
	 
	3.7	 	Additional Security
	 
	 	 	This Guarantee is in addition to and is not in any way prejudiced by any other guarantee
or security now or subsequently held by the Guaranteed Party.
	 
	4.	 	REPRESENTATIONS AND WARRANTIES
	 
	 	 	The Guarantor makes the representations and warranties set out in Clauses 4.1 (Status) to
Error! Reference source not found. (Repetition) on the date of this Guarantee and
acknowledges that the Guaranteed Party has agreed to sell the
Purchased Shares to the Purchaser and to accept this Guarantee in reliance on those
representations and warranties.
	 
	4.1	 	Status






	 	(a)	 	It is a limited liability company duly incorporated and validly existing under the
laws of People’s Republic of China
	 
	 	(b)	 	It has the power to own its assets and carry on its business as it is being conducted.






	4.2	 	Binding Obligations
	 
	 	 	The obligations expressed to be assumed by it in this Guarantee are legal, valid, binding
and enforceable obligations, except that such enforcement may be subject to or limited by
bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally and
subject to the application of general principles of equity.
	 
	4.3	 	No Conflicts
	 
	 	 	The entry into and performance by it of this Guarantee does not and will not conflict with
the provisions of:






	 	(a)	 	any agreement instrument binding upon it or any of its assets,
	 
	 	(b)	 	its constitutional documents, or
	 
	 	(c)	 	any applicable law, regulation or official or judicial order applicable to it.






	4.4	 	Power and Authority
	 
	 	 	It has the power to enter into this Guarantee and to exercise its rights and perform its
obligations under this Guarantee and all corporate and other action required to




5








 





	 	 	authorise its execution of this Guarantee, its exercise of such rights and its performance
of such obligations has been duly taken.






	4.5	 	Validity and Admissibility in Evidence
	 
	 	 	All acts, conditions and things required to be done, fulfilled and performed in order:






	 	(a)	 	to enable it lawfully to enter into, exercise its rights under and perform and comply
with the obligations expressed to be assumed by it in this Guarantee,
	 
	 	(b)	 	to ensure that the obligations expressed to be assumed by it in this Guarantee are
legal, valid and binding, and
	 
	 	(c)	 	to make this Guarantee admissible in evidence in its
jurisdiction of incorporation and
in England have been done, fulfilled and performed.






	4.6	 	Governing Law and Enforcement
	 
	 	 	In any proceedings taken in its jurisdiction of incorporation in relation to this
Guarantee, the choice of English law as the governing law of this Guarantee and any
judgment obtained in England will be recognised and enforced.
	 
	4.7	 	No Security from the Purchaser
	 
	 	 	It has not requested or taken any security from the Purchaser for any obligation (whether
present or future, actual or contingent) of the Purchaser to it.
	 
	4.8	 	Repetition
	 
	 	 	The representation and warranties set out in Clauses 4.1 (Status) to 4.7 (No Security from
the Purchaser):






	 	(a)	 	will survive the execution of the Shares Purchase Agreement; and
	 
	 	(b)	 	are deemed to be repeated on each date on which there are any outstanding Liabilities
with reference to the facts and circumstances then existing.






	5.	 	UNDERTAKINGS
	 
	5.1	 	Authorisations
	 
	 	 	The Guarantor shall obtain, comply with the terms of and do all that is necessary to
maintain in full force and effect all authorisations, approvals, licences and consents
required in or by the laws and regulations of its jurisdiction of incorporation to enable
it lawfully to enter into and perform its obligations under this Guarantee and to ensure
the legality, validity, enforceability and admissibility in evidence in its jurisdiction
of incorporation and in England of this Guarantee.
	 
	5.2	 	Pari Passu Claims
	 
	 	 	Under the laws of its jurisdiction of incorporation, the Guarantor shall ensure that the
claims of the Guaranteed Party against it under this Guarantee will rank at least pari




6








 











	 	 	passu with the claims of all its other unsecured creditors save those whose claims are
mandatorily preferred by reason of any bankruptcy, insolvency, liquidation or other
similar laws of general application.
	 
	6.	 	COSTS AND EXPENSES
	 
	6.1	 	Transaction Costs
	 
	 	 	Each of the Guarantor and the Guaranteed Party shall bear of its own costs and expenses
(including legal fees), and any VAT thereon, incurred by it in connection with the
negotiation, preparation and execution of this Guarantee.
	 
	6.2	 	Stamp Taxes
	 
	 	 	The Guarantor shall promptly on demand pay all stamp, registration and other taxes to which
this Guarantee or any judgment given in connection with this Guarantee is or at any time
may be subject and shall on demand indemnify the Guaranteed Party against any liabilities,
costs, claims and expenses (including legal fees) resulting from any failure to pay or
delay in paying any such tax.
	 
	6.3	 	Indemnity
	 
	 	 	The Guarantor shall indemnify and hold harmless the Guaranteed Party on demand from and
against any and all costs, claims losses, expenses (including legal fees) and
liabilities, and any VAT thereon, which the Guaranteed Party may incur as a result of the
exercise, preservation and/or enforcement by the Guaranteed Party of any of its rights and
powers under this Guarantee or by law.
	 
	7.	 	REMEDIES AND WAIVERS
	 
	 	 	No failure by the Guaranteed Party to exercise, nor any delay by the Guaranteed Party in
exercising, any right or remedy under this Guarantee shall operate as a waiver thereof nor
shall any single or partial exercise of any such right or remedy prevent any further or
other exercise thereof or the exercise of any other such right or remedy.
	 
	8.	 	ADDITIONAL PROVISIONS
	 
	8.1	 	Partial Invalidity
	 
	 	 	If at any time any provision of this Guarantee is or becomes illegal, invalid or
unenforceable in any respect or this Guarantee is or becomes ineffective in any respect
under the law of any jurisdiction, such illegality, invalidity, unenforceability or
ineffectiveness shall not affect:






	 	(a)	 	the legality, validity or enforceability of the remaining provisions of this Guarantee
or the effectiveness in any other respect of this Guarantee under such law; or
	 
	 	(b)	 	the legality, validity or enforceability of such provision or the effectiveness of
this Guarantee under the law of any other jurisdiction.




7








 











	8.2	 	Potentially Avoided Payments
	 
	 	 	If the Guaranteed Party determines that an amount paid to it under or in relation to the
Liabilities is capable of being avoided or otherwise set aside on the liquidation or
administration of the person by whom such amount was paid, then for the purposes of this
Guarantee, such amount shall be regarded as not having been paid.
	 
	9.	 	ASSIGNMENTS AND TRANSFERS
	 
	 	 	The provisions of this Guarantee shall be binding upon and accrue to the benefit of the
Guarantor and the Guaranteed Party and their respective successors and permitted assigns.
Notwithstanding the foregoing, neither of the Guarantor and the Guaranteed Party may
assign its rights and obligations in whole or in part hereunder without the prior written
consent of the other party.
	 
	10.	 	AMENDMENTS
	 
	 	 	All amendments and other modifications hereof or waivers of the observance of any term of
this Guarantee (either generally or in a particular instance and either retroactively or
prospectively) shall be in writing and signed by each of the Guarantor and the Guaranteed
Party.
	 
	11.	 	NOTICES
	 
	11.1	 	Communications in Writing
	 
	 	 	Each communication to be made under this Guarantee shall be made in writing but, unless
otherwise stated, may be made by fax or letter.
	 
	11.2	 	Delivery of Notices
	 
	 	 	Any communication or document to be made or delivered by one person to another pursuant to
this Guarantee shall (unless that other person has by 15 days’ written notice to the other
specified another address or fax number) be made or delivered to that other person at the
address or fax number identified with its signature or other form of execution below and
shall be deemed to have been made or delivered when despatched (in the case of any
communication made by fax), or (in the case of any communication made by letter) when left
at that address or (as the case may be) five days after being deposited in the post
postage prepaid in an envelope addressed to it at that address.
	 
	12.	 	COUNTERPARTS
	 
	 	 	This Guarantee may be executed in counterparts and such counterparts taken together shall
constitute one and the same instrument.
	 
	13.	 	GOVERNING LAW
	 
	 	 	This Guarantee shall be governed by and construed in accordance with English law.




8








 











	14.	 	ARBITRATION
	 
	14.1	 	Amicable Settlement
	 
	 	 	Any and all disputes, controversies and conflicts between the Guarantor and the Guaranteed
Party shall be resolved in accordance with the provisions Clause 11 of the Shares Purchase
Agreement.
	 
	17.	 	EFFECTIVENESS
	 
	 	 	This Guarantee shall take effect as a deed on the date on which it is stated to be made.




IN WITNESS WHEREOF this Guarantee has been duly executed as a deed by the Guarantor and the
Guaranteed Party.



9








 







SIGNATORIES




	 	 	 	 	 	 	 
	THE GUARANTOR

Executed as a deed by CITIC Kingview
Capital Management Co., Ltd. acting by
                    ,
a director, in the presence of:

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	[Signature of Director]

Director	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	[Signature of Witness]

[Name of Witness]	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Address of Witness:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Occupation of Witness:	 	 
	 
	 	 	 	 	 	 
	THE GUARANTEED PARTY

Executed as a deed by Far East Energy 

Limited acting by
                    , a director, in 

the presence of:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	[Signature of Director]

Director	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	[Signature of Witness]

[Name of Witness]	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Address of Witness:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Occupation of Witness:	 	 







10