Exhibit 10.29


 


Unofficial English Translation Solely for Convenience


 


CWSF Product Purchase Contract


 


Contract
Number: SA09SH-001


 


Supplier:
Name of Company: Shenyang Suo’ang Energy Co., Ltd.


 


	
  Legal Representative: ZHOU Peng

  
	
   

  	
   

  
	
  Address:

  	
  Wenguan
  Village, Qianjin County, Dongling District

  
	
   

  	
  Shenyang,
  Liaoning Province

  
	
   

  	
   

  
	
  Postal
  Code:

  	
  110045

  
	
   

  	
   

  
	
  Telephone:

  	
  024-88273548

  
	
   

  	
   

  
	
  Facsimile

  	
  024-88273548

  
	
   

  	
   

  
	
  Contact:

  	
  LI
  Fu

  
	
   

  	
   

  
	
  Purchaser: Name of Company: Shenyang Haizhong Heat
  Resource Co., Ltd.

  
	
   

  	
   

  
	
  Address:

  	
  Xiangruijiayuan,
  Daoyi Development Zone

  
	
   

  	
  Shenyang

  
	
   

  	
   

  
	
  Postal
  Code:

  	
  110136

  
	
   

  	
   

  
	
  Telephone:

  	
  024-89790005

  
	
   

  	
   

  
	
  Contact:

  	
   

  



 

















 


In
accordance with the principle of integrity and trust, the Supplier and
Purchaser, through equitable negotiation between the two parties on the basis
of full expression of each other’s intent, have entered into this contract
regarding the Purchaser’s purchase of CWSF products from the Supplier in
pursuant to the relevant provisions of the People’s Republic of China Contract
Law for the two parties to abide by.


 


1.             Product Description:


Product
Name: CWSF


Quality
Specification:


 


To
be produced according to the State Standard GB/T18855-2002 and in compliance
with the product quality specifications.


 


	
  No.

  	
   

  	
  Item

  	
   

  	
  Quality Specification

  
	
  1

  	
   

  	
  Density   C%

  	
   

  	
  >=60

  
	
  2

  	
   

  	
  Dust
  ratio   Acwm/%

  	
   

  	
  <=10

  
	
  3

  	
   

  	
  Volatility
  ratio Vdaf/%

  	
   

  	
  >=25

  
	
  4

  	
   

  	
  Surfur
  ratio   St.cwm/%

  	
   

  	
  <=0.6

  
	
  5

  	
   

  	
  Viscidity   /mPa * S

  	
   

  	
  <=1200

  
	
  6

  	
   

  	
  Granularity

  	
   

  	
  <=50

  
	
  7

  	
   

  	
  Radiation   Qnet * cwm(MJ/kg)

  	
   

  	
  >=17.0

  
	
  8

  	
   

  	
  Dust
  melting point  ST/oC

  	
   

  	
  >=1250oC

  



 


2.             Quality Condition and Term
for Which Supplier is Responsible


 


The
product can be stored for three months without firming up and becoming
sediments and its other quality specifications meet the requirements.  In winter, the product must be stored indoors
with temperature above 5oC; when stored outdoors, it must be in storage tanks
equipped with heating or hot water circulating facility to keep it from being
frozen.  The CWSF provided must not be
adulterated with CWSF product produced by other manufacturers; otherwise the
purchaser shall be responsible for all the negative consequence resulting from
such adulteration.


 


3.             Price


 


1).
The price CWSF is ¥960 per ton; this price includes transportation fee and tax.


 


2).
After the contract becomes effective, the price of the product may fluctuate
with the fluctuation of raw material (raw coal and CWSF additives) price.  But the two parties must reach consensus
through consultation and sign supplemental agreement before the new price can
become effective.


 


4.             Location, Method and Time of
Delivery:


 


The
supplier will use special delivery vehicles to deliver CWSF in the quantity and
at the time requested by the Purchaser to the Purchaser’s storage tanks and
will guarantee delivery on time.


 


5.             Transportation Method and
the Responsibility for Transportation Expenses


 


The
special CWSF transportation tank vehicle; the Supplier shall be responsible for
transportation expenses.


 

















 


6.             Liability for Transportation
Risk


 


The
Supplier will assume the risk arising from road transportation of the product
from the factory to the user’s storage tanks.


 


7.             Order Quantity and Plan:


 


The
Purchaser will provide annual consumption plan and monthly consumption plan in
order to facilitate the Supplier with inventory of raw material and ensure provision
safety.


 


The
maximum monthly quantity required by the Purchaser from November 1, 2009
to October 31, 2010 is 23,000 ton, for an approximate total of 270,000 ton
required per annum.  If the quantity
required by the Purchaser will have a substantial increase from this level
(generally by 15%), the Purchaser must notify the Supplier in writing 3 months
in advance so that the Supplier can be sufficiently prepared.


 


The
quantity required for other annual period will be determined through discussion
between the two parties based on the progress of the construction of the
Purchaser’s thermal station.  If the
previous year’s plan can still be implemented, then the supply will be carried
out according to the previous year’s plan. 
If it needs to be modified, then an amendment to the contract must be
entered into and be signed to set forth terms for the two parties.


 


8.             Payment Method and Time


 


1).
The Supplier will provide product according to the Purchaser’s actual need and
have it delivered at the end of each month and the accounts need to be
reconciled by the two parties at such time. 
Within the following month, the Purchaser must make payment in full to
the Supplier for the amount for CWSF, and the Supplier will at the same time
issue formal invoices to the Purchaser.


 


2).
The number of the Supplier’s financial account for receiving the payment from
the Purchaser is listed below; any change must be confirmed by the signature of
the Supplier’s legal representative along with the company seal.  Otherwise, the Supplier [sic] shall not bear
any legal liability.


 


	
  Account
  title:

  	
  Shenyang
  Suo’ang Energy Co., Ltd.

  
	
  Account-Holding
  Bank:

  	
  Shenyang
  Agricultural Bank, Beijie Branch

  
	
  Account
  Number:

  	
  06-140201040009875

  



 


9.             Acceptance of CWSF and
Quantity Acceptance Inspection


 


Before
CWSF is delivered out of the factory, it will be measured onsite by delivery
vehicle for actual quantity and the “Product Delivery Form” will be issued,
which is to be confirmed by the signature of the person receiving
delivery.  The Purchaser has the right to
inspect the quantity of CWSF delivered by the Supplier; should there be any
discrepancy between the measurements of the two parties, the two parties should
engage a local technical regulatory agency to perform inspection on the vehicle
measurement procedure.  Whichever party
has measurement problems shall bear the inspection cost.


 

















 


10.          CWSF Quality Inspection


 


1).
It will be based on the delivery inspection report from the Supplier.


 


2).
The Purchaser has the right to inspect the quality of CWSF delivered by the
Supplier.


 


3).
The two parties agree that the designated inspection agency is the State CWSF
Engineering Technology Research Center.


 


4).
Both parties must be present at the inspection site and the samples must be
collected in accordance with the State standard and be sealed jointly to be
sent for inspection.


 


5).
If the Supplier’s product fails to meet the quality specifications stipulated
herein, the Supplier shall be responsible for the inspection cost; if the
Supplier’s product meets the quality specifications stipulated herein, the
Purchaser shall be responsible for the inspection cost.


 


11.          Liability for Breach


 


1).
The Supplier’s liability for quality:


 


If
there are occurrences of firming and sedimentation resulting from the quality
problems of the product supplied by Supplier, the Supplier shall be responsible
for the clean-up of storage tanks and must recall the product based on the
quantity.  If the cause of such
occurrence is confirmed upon inspection to be on the Supplier’s part, the
Purchaser shall have the right to demand products that meet quality standards
as replacement and the Supplier must ensure its timely delivery.


 


2).
Payment breach liability


 


If
The Purchaser fails to make payment for the product in accordance with the
provisions herein, the Purchaser shall be responsible to pay daily default
penalty equaling 0.05% of the total contract value of that month for the number
of days the payment is past due.


 


3).
Supply breach liability


 


If
the Supplier fails to deliver CWSF in accordance with the provisions herein,
thus resulting in breach, the Supplier shall be responsible to pay daily
default penalty equaling 0.05% of the total contract value of that month.


 


12.          Conditions for Contract
Termination


 


This
contract becomes legally effective upon execution; the breach on either party
shall result in the termination hereof.


 


13.          Contract Dispute Resolution


 


The
parties hereto must resolve any dispute arising from the performance of this
contract through consultation and negotiation; if such consultation and
negotiation fail, the dispute can be submitted to the people’s court at the
plaintiff’s jurisdiction according to the law.


 


14.          Other Stipulated Matters


 


1).
The Purchaser must arrange people to accept the delivery promptly and at the
quantity delivered when the delivery of CWSF arrives at the Purchaser’s site.
Otherwise the Purchaser shall be responsible for any consequence resulting from
its failure to accept the delivery promptly.


 

















 


2).
In the event of Force Majeure (the occurrence of policy enforcement, military
action and natural disaster, etc) during the contract fulfillment period, the
period for performing the contract can be postponed according to the law.


 


3).
Other matters not stipulated herein must be negotiated separately between the
two parties.  Any supplemental agreement
executed by the two parties shall have the equal legal effect as this
agreement.


 


4).
The Purchaser shall have the responsibility and obligation to keep
technological and market secrets provided by the Supplier confidential.  The Purchaser warrants that, either during
the contract period or after the contract terminates, it will not disclose to a
third party any commercial secrets about the Supplier (including intellectual
property), will not use the Supplier’s product and technical material (or
transfer them to a third party) in the reproduction of the Supplier’s product
without authorization, and will not infringe the Supplier’s patents and
trademarks.


 


5).
After the contract becomes effective, the product price may fluctuate according
to the fluctuation of the price of local raw material (coal); the new price
must be based on the stipulation in the formally executed supplemental
agreement.


 


6).
Party A must have a complete post-sales service team that provides technical
service and guidance on the 24-hour basis.


 


15.          The term of this contract is
3 years, from October 28, 2009 to October 31, 2012.


 


16.          This contract is in
quadruplicate, with two to each party and all of them have the same legal
effect.  This contract becomes effective
after it is signed and imprinted with seal by both parties.