Unassociated Document


    Equity
Transfer Agreement on

    30% Equity of Beijing Century Dadi
Gas

    Engineering Co.,
Ltd.

    


    This
Agreement is entered by and between the Transferor, the Transferee and the Related
Party of Transferor in  Beijing  on the day
of ____,
2010.

    


    Transferor:

    Beijing
Fengyin Xianghe Scientific Technology Co., Ltd.

    


    Transferee:

    China New
Energy Investment Co.,Ltd

    Authorized
Representative:

    ID
No.:

    


    Related
Party of Transferor:

      
Tang Zhixiang (ID No. 110227195610211817)
 

     (The
Transferor, the Transferee and the Related
Party of Transferor shall hereinafter be referred to individually as the
"Party" and collectively as the "Parties".)

    


    Target
Company:

    


    Beijing
Century Dadi Gas Engineering Co., Ltd., (hereinafter referred to as “Century
Dadi” or the “Target Company”), a limited company established and existing under
the laws of China, with its registered address at No.51 Qingchun Road, Huairou District,
Beijing, with its legal representative of Tang Zhixiang.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    Whereas:

    
      	
              1)

            	
              The
      shareholding structure of the Target Company is as
  follows:

            


    

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Name

                              	 	
                                Percentage of Equity

                                Holding

                              	 
	
                                Transferee

                              	 	 	70	%
	 
      	 	 	30	%
	
                                Total

                              	 	 	100	%


                      

                    

                  

                

              

            

          

        

      

    

    


    
      	
              2)

            	
              The
      Related Party of Transferor is the actual controller of the
      Transferor;

            


    

    
      	
              3)

            	
              The
      Transferee may purchase 30% equity of the Target Company from the
      Transferor upon its option granted by the Transferor of acquiring such
      equity; and

            


    

    
      	
              4)

            	
              The
      Transferor agrees to transfer 30% equity of the Target Company held by it
      to the Transferee upon the exercise the Transferee’s option of acquiring
      such equity.

            


    

    


    Pursuant
to the Company Law of the
People's Republic of China and Contract Law of the People's
Republic of China and other applicable laws and regulations the
Transferor, the Transferee and the Related Party of Transferor, after friendly
consultations, conclude this Agreement regarding the equity transfer as
follows:


    


    1.
Transferred Equity

    
      	
              1.1

            	
              The
      Transferee agrees to purchase the 30% equity interest of the Target
      Company from the Transferor.

            


    

    
      	
              1.2

            	
              The
      Transferor agrees to sell 30% equity interest of the Target Company held
      by it to the Transferee after the execution of this
    Agreement.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              1.3

            	
              After
      the completion of registration in AIC for this equity transfer of equity
      the Transferee will enjoy the shareholder's rights, and undertake
      obligations and responsibilities of shareholder in accordance with
      applicable China laws and the provisions of the Articles of Association of
      the Target Company.

            


    

    


    
      	
              2.

            	
              Preconditions
      of Transfer of Equity

            


    

    
      	
              2.1

            	
              The
      Parties agree that the following conditions shall be satisfied prior to
      the performance of respective obligations of the Transferor and the
      Transferee to effect the sale and purchase of the Transferred Equity and
      the Completion:

            


    

    
      	
            	
              (1)

            	
              that
      all necessary permissions, instructions, consents, licenses, approval or
      authorization of any governmental
      authority, bureau, agency or other body required in connection with the
      legality, validity or enforceability of the sale and purchase of the
      Transferred Equity have been obtained or
made;

            


    

    
      	
            	
              (2)

            	
              that
      all necessary procedures, formalities and steps and regulatory
      requirements relating to the sale and purchase of the Transferred Equity
      have been completed or complied with (including but not limited to,
      approval for the transfer of equity of MOC have been obtained and the
      corresponding alteration of AIC have been
  completed);

            


    

    


    
      	
              3.

            	
              Consideration
      and Payment Schedule

            


    

    
      	
               
      

            	
              3.1

            	
              Both
      the Transferor and the Transferee agree that the consideration of 30%
      equity of the Target Company (hereinafter referred to as the
      "Consideration") shall be RMB 65,000,000.00 (including tax). In any cases,
      the amount of the Consideration will not be adjusted. But if any party
      breaches this Agreement, the breaching party shall take the corresponding
      liabilities of breach.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
            	
              3.1.1

            	
              The
      Consideration shall be paid in Renminbi or equivalent US Dollars (the
      exchange rate between RMB and USD shall be the rate upon the payment) in
      one installment.

            


    

    
      	
              3.2

            	
              Payment

            


    

    The
Parties agree that the Consideration shall be paid according to the following
Payment Schedule:

    
      	
            	
              3.2.1

            	
              The
      precondition of payment is that all conditions set forth in Section 2.1
      are satisfied.

            


    

    
      	
            	
              3.2.2

            	
              The
      Transferor shall submit original certificates or documents on satisfaction
      of above conditions after obtained. After the Transferee has received all
      the certificates and documents, the Transferee shall issue a written
      confirmation immediately. The day on which such written confirmation is
      issued is the satisfaction day of such payment precondition.
      Notwithstanding aforesaid, the Transferee shall not refuse to issue the
      written confirmation unreasonably when such certificates and documents
      submitted by the Transferor are true, necessary and
      sufficient.  Above-mentioned payment precondition shall be
      satisfied or fulfilled within 30 days after the day the Transferee sending
      a writing notice of exercise option to the
  Transferor.

            


    

    


    
      	
              3.3

            	
              The
      Transferee agrees that, except as otherwise provided in this Agreement,
      when making the payment of the consideration to the Transferor, the
      Transferee will make the payment to the bank account instructed by the
      Transferor. The Transferor agrees that, such payment following the
      Transferor’s payment instruction shall be considered as the payment to the
      Transferor.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
              4.

            	
              Completion
      of the Transfer

            


    

    


    The
Parties agree that the satisfaction day of the payment precondition set forth in
Article 3.2 is the Completion Day of the Transfer.

    


    
      	
              5.

            	
              Undertakings
      and Warranties

            


    

    
      	
              5.1

            	
              Both
      the Transferor and the Related Party of Transferor jointly and severally
      undertake and warrant that:

            


    

    
      	
            	
              5.1.1

            	
              The
      Transferor legally owns 30% of the equity of the Target Company. Should
      any third Party claim any ownership or other interest in the aforesaid
      equity, the Transferor shall assume full responsibility and shall be
      liable to compensate the Transferee for any loss incurred
      hereof.

            


    

    
      	
            	
              5.1.2

            	
              The
      Transferred Equity shall not subject to any restriction under any laws and
      agreements beyond the ones stipulated expressly in this Agreement. Should
      any third Party produce effective evidence that the transfer by the
      Transferor is subject to any restriction under any laws and agreements,
      the Transferor shall assume full responsibility and shall be liable to
      compensate the Transferee for any loss incurred
  hereof.

            


    

    
      	
            	
              5.1.3

            	
              Upon
      the performance of this Agreement, the Transferred Equity purchased by the
      Transferee and its subsidiary rights and interests or those to be
      generated from the equity are free of any rights and interests of any
      third Party.

            


    

    
      	
            	
              5.1.4

            	
              The
      above-mentioned undertakings and warranties are made as of the Completion
      Day of the Transfer and shall survive after the Completion Day of the
      Transfer.

            


    

    
      	
              5.2

            	
              The
      Transferee undertakes and warrants
that:

            


    

    
      	
            	
              5.2.1

            	
              The
      Transferee is a legal entity established and legally existing under the
      laws of P.R.C..

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
            	
              5.2.2

            	
              The
      Transferee will negotiate with the Transferor on matters concerning equity
      transfer not mentioned herein in accordance with PRC laws and regulations
      and relevant policies.

            


    

    
      	
            	
              5.2.3

            	
              The
      Transferee shall be responsible for the above mentioned undertakings and
      warranties. If the Transferor have fulfilled its obligations under the
      Agreement, the Transferee shall also bear relevant obligations and pay
      Consideration to the Transferor as stipulated in this
      Agreement.

            


    

    


    
      	
              6.

            	
              Liability
      for breach of the Agreement

            


    

    
      	
              6.1

            	
              The
      Parties mutually agree that, unless otherwise provided under this
      Agreement, if a Party is in material breach of this Agreement ("breaching
      Party"), then the other Party (“observant Party”) has the right to
      terminate this Agreement according to the Contract Law of People's
      Republic of China and applicable judicatory interpretations and claims
      damages arising from the breach.

            


    

    
      	
              6.2

            	
              The
      Parties confirm simultaneously that, unless otherwise provided in this
      Agreement, if a Party is in breach of their undertakings, warranties and
      facts stated in the Section 5 under the Agreement,the
      observant Party has the right to terminate this Agreement and claim
      damages arising from the breach.

            


    

    
      	
              6.3

            	
              Unless
      this Agreement is otherwise provided, if the Transferor have performed all
      the provisions of this Agreement strictly; however the Transferee
      unilaterally terminates by violating this Agreement, the Transferee shall
      compensate the Transferor for their direct damages rising
      hereby.

            


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
              7.

            	
              Termination of this
      Agreement

            


    

    The
Parties mutually agree that unless otherwise provided in this Agreement, this
Agreement shall be terminated only under following situations:

    
      	
              7.1

            	
              This
      Agreement shall be terminated upon the consent of the
    Parties;

            


    

    
      	
              7.2

            	
              Transferee
      is entitle to terminate this Agreement at its own discretion under any of
      the following situations:

            


    

    
      	
              
              

            	
              7.2.1

            	
              Transferee
      is unable to complete the transaction due to relevant policies and rules
      of the State;

            


    

    
      	
              
              

            	
              7.2.2

            	
              Necessary
      governmental approvals are unable to obtain for this transaction (if
      necessary);

            


    

    
      	
              
              

            	
              7.2.3

            	
              Transferee
      discovers that there are material defects of the Transferred Equity or
      Transferor are unable to transfer the Targets of this
      transaction;

            


    

    
      	
              7.3

            	
              Transferor
      is entitle to terminate this Agreement at its own discretion under any of
      the following situations:

            


    

    
      	
              
              

            	
              7.3.1

            	
              On
      conditions that there is no freeze,
      distrain, pledge, mortgage, or other right limitations against the
      Transferred Equity, Transferor is unable to complete the transaction due
      to relevant policies and rules of the
State;

            


    

    
      	
              
              

            	
              7.3.2

            	
              Necessary
      governmental approvals are unable to obtain for this transaction (if
      necessary).

            


    

    


    
      	
              8.

            	
              Assignment
      of this Agreement

            


    

    


    Both the
Transferor and the Related Party of Transferor jointly and severally agrees
that, Transferee is entitled to transfer its entire or partial rights and/or
obligations to any third party designated by Transferee who is affiliated with
Transferee without the consent of the Transferor and the Related Party of the
Transferor for such transfer,but the Transferee will notify. Both the Transferor
and the Related Party of Transferor jointly and severally further agrees that,
such third Transferee aforesaid may be person, legal entity or other economic
organizations. Transferee has the right to designate one natural person, legal
entity or other economic organization or two or more natural persons, legal
entities or other economic organizations as such third Transferee its own
discretion.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    
      	
              9.

            	
              Tax
      Issues

            


    

    
      	
              9.1

            	
              Unless
      otherwise provided under this Agreement, Transferee and Transferor shall
      bear relevant payable taxes and expenses in connection with the
      performance of this Agreement and this transaction respectively. If
      required by law, Transferee will withhold and remit tax when making
      payment (if any).

            


    

    


    
      	
              10.

            	
              The
      Related Party of the Transferor undertakes that all the liabilities which
      shall be performed by the Transferor set forth in this Agreement shall be
      applicable to the Related Party of the Transferor as well. Further more,
      the Related Party of the Transferor will take joint guarantee liability
      for the liabilities which shall be performed by the Transferor set forth
      in this Agreement.

            


    

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
              11.

            	
              Force
      Majeure

            


    

    


    Any delay
in the performance of any of the duties or obligations of either party shall not
be considered a breach of this Agreement, and the time required for performance
shall be extended for a period equal to the period of such delay, if such delay
has been caused by or is the result of acts of God; acts of public enemy;
insurrections; riots; injunctions; embargoes; labor disputes, including strikes,
lockouts, job actions, or boycotts; fires; explosions; earthquakes; floods;
shortages of energy; governmental prohibition or restriction; or other
unforeseeable causes beyond the reasonable control and without the fault or
negligence of the party so affected.  The party so affected shall
immediately notify the other party of such inability and of the period for which
such inability is expected to continue.  The party giving such notice
of a force majeure event, shall be excused from the performance, or the punctual
performance, of such obligations, as the case may be, from the date of such
notice, up to a maximum of nine (9) calendar months, after which time the party
who is not able to perform, may terminate this Agreement.  To the
extent possible, each party shall use reasonable efforts to minimize the
duration of any force majeure.

    


    
      	
              12.

            	
              Confidentiality

            


    

    Either
Party of this Agreement shall not disclose any information related to this
Agreement to any person, entity or company
during the term of the Agreement or five years after the expiration of the
Agreement, no matter the person, entity or company has a competitive
relationship with the other Party or not, except following
circumstances:

    (1) Such disclosure
is made in accordance with the governing laws or requested by the competent
government, justice authority;

    (2) The information
has been publicized and such publicizing is not a result of any breach or
violation of a contract, agreement or other binding documents;

    (3) The Party of such
disclosure has already obtained such Information without any confidentiality
limitation from other parties when it receives the Information from the other
Party;

    (4) Disclose to the
employees, directors, management, consult, CPA, agent and representative of any
party, or its affiliates and the employees, directors, management, consultant,
accounts, agent and representative of such affiliates.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    In case
any Party is in breach of the provision of the confidentiality and causes the
other Party suffering from economic damages and losses, the breaching Party
shall assume relevant liabilities of such breach to the other Party. But the
information disclosed pursuant to the applicable law or compulsory requirements
of the court or any other authorities will not be applied.

    


    
      	
              13.

            	
              Notices

            


    

    
      	
              13.1

            	
              Any
      and all notices shall be delivered in writing, including by facsimile, letter, courier
      service delivered letter, and notices shall be deemed to have been
      delivered at the 7th
      days after the written notice delivered. The notifying date of unwritten
      notice (telephone or email, etc) shall be the date of written confirmation
      of the receiver.

            


    

    
      	
              13.2

            	
              Either
      Party may change its particulars for receipt of notices by notice given to
      the other Party within 3 days after such change. If the Party fails to
      notice the other party its changes on its particulars for receipt of
      notices, it shall take all legal liability for all results rising
      hereof.

            


    

     

    If to the
Transferor, notices shall be delivered as follows:

     

    Addressee:                                    Position:                     

     

    Address:                                        Post
Code:                   

     

    Facsimile:                                       Email:                                           


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    If to the
Transferee, notices shall be delivered as follows:

     

    Addressee:                                        Position:                                   

     

    Address:                                               Post
Code:                              

     

    Facsimile:                                          Email:                                                 

     

    If to the
Related Party of the Transferor, notices shall be delivered as
follows:

     

    
      Addressee:                                        Position:                                   

       

      Address:                                               Post
Code:                              

       

      Facsimile:                                          Email:                                                 
 

    

    
      	
              13.3

            	
              All
      notices and relevant expenses under this Agreement shall be processed by
      either Party respectively in accordance with laws and regulations at their
      own cost.

            


    

    


    
      	
              14.

            	
              Governing
      Law

            


    

    


    The
formation,
validity,
interpretation and/or performance of this Agreement shall be governed by
PRC LAWS.

    


    
      	
              15.

            	
              Settlement
      of Dispute

            


    

    


    Any
disputes arising from or in connection with this Agreement shall be settled
through friendly negotiation among the Parties. If the dispute cannot be
resolved by negotiation, then any Party may submit the dispute to China
International Economic and Trade Arbitration Committee located in Beijing for
arbitration according to and regulations in effect at the time of applying for
arbitration. The arbitration award shall be final and binding on all
parties.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      	
              16.

            	
              Severability

            


    

    


    Any
provision of the Agreement shall be deemed as severable. If any provision of the
Agreement is invalid, it shall not affect the validity of the rest of the
provisions of this Agreement.

    


    
      	
              17.

            	
              Non-waiver

            


    

    


    Either
Party's failure to insist the other Party on the performance of any provision of
the Agreement at any time shall not be deemed to waive such provision or waive
the right to request the other Party on execution of such provision in
future.

    


    
      	
              18.

            	
              Transcript

            


    

    


    The
formal text of the Agreement shall be written in CHINESE. Any provision of such
Agreement shall be interpreted under the usual meaning of the words in the
Chinese version.

    


    
      	
              19.

            	
              Title
      and Subtitles

            


    

    


    All tile
and subtitles of the Agreement are in the convenience of the reference only and
shall not limit or affect any provision provided in the
Agreement.



    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      	
              20.

            	
              Entire
      agreement

            


    

    
      	
              20.1

            	
              Entire
      Agreement of this transaction include this Agreement, General Framework
      Agreement for Corporation, Exclusive Option Agreement, as well as all
      ancillary agreements to each related to the subject of this Agreement and
      supersedes any and all previous written or oral agreements and/or
      memorandums concluded by any consultation relating to the subject of this
      agreement. Unless this agreement is otherwise provided expressly, any
      other condition, definition, guarantee or statement related to the subject
      of this agreement shall not be binding on the
  Parties.

            


    

    
      	
              20.2

            	
              Any
      correction、amendment、replacing or
      modification of this Agreement shall be made in writing and shall be
      ascertained that it is relevant to the Agreement and shall be signed by
      the representatives or designated person(s) of the Parties of the
      Agreement.

            


    

    
      	
              20.3

            	
              Both
      the Transferor and the Transferee mutually agree that in the convenience
      of processing the procedure of the alteration registration related to the
      equity transfer hereof with the local industry and commercial bureau, both
      parties may enter into a simpler equity transfer agreement. The content of
      such simple equity transfer agreement shall not be controversial with this
      Agreement hereof. In case of any controversy, this Agreement shall
      prevail.

            


    

    


    
      	
              21.

            	
              This
      Agreement is formed upon the execution of the Parties and shall become
      into effective subject to all following conditions are
      satisfied:

            


    

    
      	
              21.1

            	
              The
      Transferee send a writing notice of exercise option of acquiring the
      remaining equity of the Target Company to the Transferor within 30 days
      after the second installment for the transaction of 70% equity transfer of
      the Target Company;

            


    

    
      	
              21.2

            	
              This
      Agreement is approved by
government.

            


    

    


    
      	
              22.

            	
              This
      Agreement is executed in [6] counterparts. Each Transferor holds
      [2],  the Transferee holds [2] and the Related Party of the
      Transferor  holds [2].

            


    

     

     (This
page is blank below)


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    Signature
Page

    


    Transferor:

    Beijing
Fengyin Xianghe Scientific Technology Co., Ltd.

    


    Authorized
Representative:

    


    Transferee:

    China New
Energy Investment Co.,Ltd


    


    Authorized
Representative:

    


    Related
Party of Transferor:

    Tang
Zhixiang (Singature):

    


    Date:



    
      
         


      

      
        14