Unassociated Document


    Translation
of Equity Interest Transfer Agreement

    


    This
Equity Interest Transfer Agreement (the “Agreement”) is made and entered into as
of April 23, 2008, by and among each of the four sellers listed on the signature
page hereto (each, a “Seller” and collectively, the “Sellers” or “Party A”), and
Beijing Zhong Ran Wei Ye Gas Co.,
Ltd., a company organized
under the laws of the People’s Republic of China (the
"Purchaser" or “Party B”).

    


    WHEREAS,
Sellers are legal and beneficial
owners of Tongshan Hengxin Jiaye Co.,
Ltd. (the “ Company ”) and hold 100% equity interest
in the Company;

    


    WHEREAS,
Sellers wish to sell, and Purchaser wishes to purchase 100% equity interest in
the Company pursuant to the terms and provisions of this Agreement;

    


    NOW,
THEREFORE, in consideration of the premises and the
mutual covenants and agreements hereinafter contained, the parties hereby agree
as follows:

     

    Article I  Definitions

     

    1 Definitions

     

    Unless
the context otherwise requires, the following terms shall have the
meanings specified in
this
Section 

     

    
      
        
          	“Related
      Corporation”   	
                  a corporation bearing a
      relationship to another corporationwhere the corporation (a) directly or indirectly
      controlsanother corporation; (b) is controlled by another
      corporation;or (c)
      and another corporation are both controlled by the same
      corporation

                


        

         

      

    

    
      
        	“Control”	
                a corporation has more than half of the voting
      power orholds more
      than half of the issued share capital of another corporation

              


      

       

    

    
      	
              “PRC”

            	
              the
      People’s Republic of China, which, for the purpose of this announcement,
      excludes Hong Kong, the Macau Special Administrative Region of the
      People’s Republic of China and
Taiwan

            


    

     

    
      
        	“Execution Date”	
                the day upon which Party A and Party B to sign this
      Agreementduly execute this
Agreement

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    
      	
              “Encumbrance”

            	
              any
      security interest, pledge, mortgage, deed of trust, lease, right-of-way,
      easement, servitude, encroachment, option, lien (including, without
      limitation, environmental and Tax liens), charge, encumbrance, adverse
      claim, right of first refusal, preferential arrangement, restriction or
      limitation of any kind, including, without limitation, any restriction on
      the use, voting, transfer, receipt of income or other exercise of any
      attributes of ownership

            


    

     

    
      	“Company” 	Tongshan Hengxin Jiaye Co.,
Ltd.


    

    
      
        


        
          	“RMB” 	Renminbi, the lawful currency of the
  PRC


        

        
          
            


            
              	“The Third Party”	Any individual, company, organization, or other
      entity otherthan the two parties who have
      entered into this Agreement


            

             

          

        

      

    

    
      	
              “Business Day”

            	
              any day that is not a Saturday, a Sunday or other day on which
      banks are required or authorized by law to be closed in Beijing, China

            


    

    


    Article II Transfer of the Equity Interest

    


    2 Equity Interest Transfer

    


    Subject
to the terms and conditions set forth in this Agreement and upon the basis of
the representations, warranties and covenants contained in this Agreement, Party
B agrees to acquire from Party A and Party A agrees to transfer to Party B, free
and clear of any and all its Encumbrances whatsoever, (a) 100% equity interest
in the Company and (b) all the rights and obligations of the Company in respect of Equity Interest Transfer.

    


    3
Purchase Price

    


    3.1 The aggregate purchase price paid
for the 100% equity interest in the Company shall be RMB
32.600.000

    


    3.2 The Purchase Price shall be allocated in
accordance with the percentage of equity interest Sellers own in the Company.

    (a) Song
Tiegang shall dispose of and transfer its 40% interest in the registered capital
of the Company at a consideration of RMB 13,040,000.

    (b) Liu
Lisan shall dispose of and transfer its 30% interest in the registered capital
of the Company at a consideration of RMB 9.780,000.

    (c) Zhu
Quanhong shall dispose of and transfer its 22% interest in the registered
capital of the Company at a consideration of RMB 7,172,000.

    (d) Wuhan
Shicheng Estate Development Co., Ltd. shall dispose of and transfer its 8%
interest in the registered capital of the Company at a consideration of RMB
2,608,000.

     

    
      
        
        

      

      
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    3.3 The
Cash Consideration shall be paid by installments.

    (a) an
amount of RMB 13,040,000 shall be paid in cash within five (5) Business Days
after Execution Date; (“The First
Installment”)

    (b) an
amount of RMB 13,040,000 shall be paid in cash within five (5) Business Days
after the Transfer Effective
Date following Party A’s accomplishing the equity transfer
procedures; (“The Second Installment”)

    (c) the remaining balance of RMB
6,520,000 shall be paid within six (6) months after The Second
Installment.

    


    4
Closing

    


    4.1 The sale and purchase of the equity interest, as well as the consummation of
the other transactions contemplated hereby, shall take place at a
closing (the “Closing”) to be held within twenty Business Days following the date upon which
The First Installment listed in Section 3.3
(a) have been
received. (the day on which the Closing takes
place being the “Closing Date”)

    


    4.2 On or prior to the Closing Date, each Seller shall
deliver or cause to be delivered (a) a validly executed deeds of transfer or other document or
instrument to the Purchaser
evidencing the transfer of each Seller’s equity interest to the Purchaser; (b) other documents required for the sale, conveyance, transfer
and delivery of the equity interests; together with (c) any other customary transfer and Closing documents
as Purchaser shall reasonably request.

    


    5 Taxes

    


    Each
party hereto shall comply with their own tax filing obligations in connection with the preparation,
execution and delivery of this Agreement pursuant to all applicable laws relating to the
withholding and payment of taxes in PRC.

    


    ARTICLE III Representations and
Warranties of Each Party

    


    6
Representations and Warranties of Each Party

    


    6.1 Each Party represents and warrants to
the other that this Agreement constitutes legal, valid and binding obligations of
and may be enforced against, as the case may be, the Sellers and the Purchaser as of Execution
Date.

    


    6.2 All the copies of the organizational
documents of whatsoever
kind each party previously made available to the other before Execution Date are true, correct and
valid.

    


    6.3 Effective as of Execution Date, any equity transfer agreement entered into by and
among Party A and Party B before Execution Date is hereby
terminated.

     

    
      
        
        

      

      
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    6.4 Effective as of Closing
Date, the Sellers will no longer have any of the rights and obligations herein
with respect to equity interest. The sale and delivery of equity interest to
Purchaser pursuant to this Agreement will vest in Purchaser rights and
obligations with respect to equity interest.

    


    ARTICLE IV Representations and
Warranties of Party A

    


    7
Disclosures Representations and Warranties of Party A

    


    The Sellers hereby severally represents and
warrants to the Purchaser as follows:

    


    7.1 Neither information nor any
fact related to the Comapny, nor any report, certificate or instrument furnished
to Party B in connection with the transactions contemplated by this Agreement,
when read together, contains or will contain any material misstatement of fact
or omits or will omit to state a material fact necessary to make the statements
contained herein or therein not misleading. Party A knows of no information or
fact that has or would have a material adverse effect on the business, prospects
or condition (financial or otherwise) of Party A that has not been disclosed to
Party B in writing.

    


    7.2 There
are no actions by or against Party A or Party A's ability to consummate the
transactions contemplated hereby pending by or before any Governmental Authority
(or, to the knowledge of Party A, threatened to be brought by or before any
Governmental Authority) which, if determined adversely, would have a material
adverse effect on the ability of Party A to consummate the transactions
contemplated hereby. Neither Party A's equity interest nor Party A is subject to
any Governmental Order (nor, to the knowledge of Party A, are there any such
Governmental Orders threatened to be imposed by any Governmental Authority)
which has or is likely to have a material adverse effect on the ability of Party
A to consummate the transactions contemplated hereby.

    


    8 General
Representations and Warranties of Party A

    


    8.1 To
the extent that the Sellers are natural persons, the Sellers have the capacity
to enter into Contracts and fulfill obligations set out in this
Agreement.

    


    8.2 The
execution, delivery and performance of this Agreement to which the Sellers are a
party do not and will not (a) conflict with or violate the articles of
organization, articles of incorporation or the bylaws or operating agreement of
the Company, (b) conflict with or violate any Governmental Orders to which
the Sellers are a party or by which the Company is bound, (c) conflict with
or violate in any material respect any provision of any material law applicable
to the Sellers, (d) in any material respect, conflict with, violate any
material contract or agreement to which the Sellers are a party or by which the
Company is bound.

     

    
      
        
        

      

      
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    8.3 The Company is a limited liability company duly
organized, validly existing and in good standing under the Laws of PRC.

    


    8.4 The
Company has obtained, and is in compliance in all material respects with the
terms of, all industrial and environmental permits required under applicable
laws to operate the natural gas business of the Company as currently operated by
the Company, and all necessary
documents, certificates and other relevant filings in connection with such
intangible assets have been
timely filed with the relevant Governmental Authorities in PRC as the case may
be, for the purpose of maintaining such intangible assets and all issuances, registrations and
applications therefor.

    


    8.5 To the knowledge of the Company, the Company will make available to Purchaser all valid franch ise rights and priority
rights in the possession or control of the Company with respect to the local policies as of the Execution Date;

    


    8.6 To the knowledge of the Company, the land-use rights of the
Company are
valid and non-infringed.

    


    8.7 There exist no notices of deficiency
or adjustment proposed,
asserted or assessed for any amount of tax by any Taxing Authority against the
Company. To the Company's knowledge, there is no material dispute
or claim concerning tax liability of the Company.

    


    9 Ownership of Equity
Interest

    


    9.1 Party A has all requisite limited liability company
power and authority to own, lease and operate its properties and to carry on its
business as now conducted.

    


    9.2 Party A is the legal and beneficial owner of
100% of the limited liability company equity interest of the Company.

    


    9.3 Party A is the sole beneficial owner of
the Sellers’ equity interest, free and clear of all
Encumbrances. There are no options, warrants,
convertible or exchangeable
securities relating to the Sellers’ equity interest. The Company has
not issued, sold, assigned, transferred, redeemed, conveyed, leased, mortgaged,
pledged or otherwise disposed of or encumbered any equity interests or other
securities of the Company or granted any options, warrants, calls or other
rights to purchase or otherwise acquire any equity interest or other securities
of the Company.

     

    
      
        
        

      

      
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    ARTICLE V Representations and
Warranties of Party B

    


    7
Disclosures Representations and Warranties of Party B

    


    The Purchaser hereby severally represents and
warrants to the Sellers as follows:

    


    10.1 Party B is a limited liability company duly
organized, validly existing and in good standing under the Laws of
PRC.

    


    10.2 The execution, delivery and
performance of this Agreement to which the Purchaser is a party do not and will
not (a) conflict with or violate the articles of organization, articles of
incorporation or the bylaws or operating agreement of the Purchaser,
(b) conflict with or violate any Governmental Orders to which the Purchaser
is a party or by which the Purchaser is bound, (c) conflict with or violate
in any material respect any provision of any material law applicable to the
Purchaser, (d) in any material respect, conflict with, violate any material
contract or agreement to which the Purchaser is a party or by which the
Purchaser is bound.

    


    ARTICLE VI Confidentiality

    


    11 Confidentiality

    


    11.1 The information related to business operation and
financial conditions and
other proprietary information (collectively, the
“Proprietary
Information”) furnished or disclosed by either party
(“Discloser”) to the other party (“Receiver”) hereunder shall be deemed confidential
and solely for the use of Receiver.

    


    11.1.1 Receiver will take all reasonable care,
as with its own
confidential information,
to ensure that Proprietary Information, regardless of form, received from Discloser
shall not be used for any purpose not reasonably contemplated by this
Agreement.

    


    11.1.2 Receiver will take all reasonable care,
as with its own
confidential information,
to ensure that Proprietary
Information shall not be
disclosed to third parties except insofar as such Proprietary Information is required by employees and counsels to whom Receiver may grant applicable
rights.

    


    11.2 In addition to the foregoing, the
confidentiality obligations in Section 11.1 will not apply to Proprietary Information as follows:

    


    11.2.1 Proprietary Information which is developed by Receiver independently of
any disclosures by Discloser;

     

    
      
        
        

      

      
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    11.2.2 Proprietary Information which is or becomes available to the public
without the fault of
Receiver;

    


    11.2.3 Proprietary Information which corresponds in substance to information
furnished to Receiver by any third party not known to have any duty of
confidentiality to Discloser.

    


    11.3 The entire of
the undertakings and obligations of confidentiality set out in Article VI shall survive termination of
this Agreement for any reason.

    


    ARTICLE
VII Indemnification

    


    12 Breach of Representations and
Warranties

    


    12.1 The representations and warranties of
both Parties contained in this Agreement shall be
true and correct in all
material respects on the date hereof. Both Parties shall not take any
action that would breach or cause to be inaccurate any of the representations
and warranties set forth in this Agreement. Each Party agrees to indemnify, defend and hold harmless the other Party from and against any and all losses,
liabilities, claims, damages, penalties, fines, judgments, awards, settlements,
Taxes, costs, fees, expenses and disbursements actually sustained by any such
Person resulting from, arising out of or relating to any breach by such
Party of any of the representations or
warranties of such Party.

    


    13 Breach of Agreement

    


    13.1 Each Party agrees to indemnify, defend and hold harmless
the other Party from and against any and all losses,
liabilities, claims,
damages, penalties, fines, judgments, awards, settlements, Taxes, costs, fees,
expenses and disbursements actually sustained by any such Person resulting from,
arising out of or relating to any breach by such Party of this Agreement.

    


    13.2 Notwithstanding Section 13.1 in this
Agreement, no party to this agreement shall be liable to or otherwise
responsible to any other party hereto for indirect damages and losses related to this
Agreement.

    


    ARTICLE
VIII Force
Majeure

    


    14
Force
Majeure

    


    
      14.1 "An Event of Force Majeure” is an event or circumstance which is beyond the control
and without the fault or negligence of the party affected and which by the
exercise of reasonable diligence the party affected was unable to prevent
provided that event or circumstance is limited to the
following:

       

      
        
          
          

        

        
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      (a) riot, war,
invasion, act of foreign enemies, hostilities acts of terrorism, civil war,
rebellion, revolution, insurrection of military or usurped power, requisition or
compulsory acquisition by any governmental or competent authority; 

    

    
      (b) earthquakes, flood, fire or other physical natural disaster,
but excluding weather conditions regardless of severity; and

    

    
      (c) strikes at national level or
industrial disputes at a national level.

    

    
      


    

    
      14.2 Neither party is responsible for any failure to perform its
obligations under this Agreement, if it is prevented or delayed in
performing those obligations by an Event of Force
Majeure.

    

    
      


    

    
      14.3 Where there is an Event of Force
Majeure, the party prevented from or delayed in performing its obligations under this
Agreement must immediately notify the other party
giving full particulars of the Event of Force Majeure and the reasons for the
Event of Force Majeure preventing that party from, or delaying that party in
performing its obligations
under this Agreement and that party must use its reasonable
efforts to mitigate the effect of the Event of Force Majeure upon its or
their performance of the Agreement and to fulfill its or their obligations under the
Contract.

    

    
      


    

    
      14.4 Upon completion of the Event of Force
Majeure, the party affected must as soon as
reasonably practicable recommence the performance of its obligations under this
Agreement. Both Parties will provide a revised program and schedule to minimize the effects of the
prevention or delay caused
by the Event of Force Majeure.

    

    


    ARTICLE IX Dispute Resolution

    


    15 Arbitration

    


    15.1 In the event that any dispute, claim,
question or difference arises with respect to this Agreement or its performance,
enforcement, breach, termination or validity, the parties will use
their reasonable efforts to attempt to settle
such dispute. Except as expressly set forth in
this Agreement, if the parties do not resolve the Dispute within a period of
30 Business Days following the
first notice of the dispute by one party to the other, then upon
written notice by one party to the other, the dispute shall be finally settled by
arbitration in China
International Economic and Trade Arbitration Commission.

    


    16 Award of
Arbitration

    


    In the
event of arbitration, the parties agree that the award of the arbitrator shall
be (a) the sole and exclusive remedy between them regarding any claims,
counterclaims, or issues presented to the arbitrator; (b) final and subject to
no judicial review.

     

    
      
        
        

      

      
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    17
Costs

    


    The arbitrator shall award to the prevailing party in the
arbitration, if any, as determined by the arbitrator, all costs incurred by it
in connection with the arbitration.

    


    ARTICLE X Governing Law

    


    19 Governing Law

    


    This Agreement shall be governed by and
construed and enforced in
accordance with the laws of PRC without regard to principles of
conflicts of law.

    


    ARTICLE X I MISCELLANEOUS

    


    20 Waiver

    


    No failure on the part of any party to
exercise, and no delay in exercising, any right, power or remedy hereunder shall
operate as a waiver
thereof, nor shall any single or partial exercise of such right, power or remedy
by such party preclude any other or further exercise thereof or the exercise of
any other right, power or remedy.

    


    21 Assignment

    


    No assignment of this
Agreement or of any rights
or obligations hereunder may be made by either Seller or Purchaser without the
prior written consent of the other parties hereto and any attempted assignment
without the required consents shall be void.

    


    22 Amendments

    


    22.1 This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and permitted
assigns.

    


    22.2 No
amendment, deletion or addition to this Agreement shall be effective unless in
writing and executed by each party hereto.

     

    
      
        
        

      

      
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    23 Severability

    


    If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any Law or
public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner materially
adverse to any party.

    


    24
Counterparts

    


    This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument when each of the parties has signed and delivered to
the other parties one or more counterparts (including, without limitation,
delivery by facsimile).

    


    25 Entire
Agreement

    


     This
Agreement and the exhibits and schedules hereto and the certificates or other
instruments delivered hereunder constitute the entire agreement between the
parties hereto with respect to the subject matter hereof and supersede all prior
understandings of the parties, except for the nondisclosure agreement entered
into between the parties in connection with this Agreement and the transactions
contemplated hereby.

    


    
      
        
        

      

      
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    IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed by their respective duly authorized officers, as
of the date first written above.

    


    SELLERS:

    


    /s/
Song
Tiegang                                                                                   


    SONG TIEGANG

    


    


    /s/
Liu
Lisan                                                                                          
 

    LIU LISAN

    


    


    /s/
Zhu
Quhong                                                                                     

    ZHU QUANHONF

    


    


    /s/ Wuhan Shicheng Estate
Development Co.,
Ltd.                         


    WUHAN
SHICHENG ESTATE DEVELOPMENT CO., LTD.

    


    


    PURCHASER:

    


    /s/
Beijing
Zhong Ran Wei YeGas Co.,
Ltd.                             


    BEIJING
ZHONG RAN WEI YE GAS CO., LTD.

     

    
      
        
        

      

      
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