Unassociated Document

 

    Supplementary
Agreement for the Escrow

    Terms and
Conditions for the First Installment
 

    This Agreement is entered by
and between the Transferor, the Related Party of Transferor and Transferee in
Beijing on the day of _September 14,2010.

    


    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:

     

    1、Zhuolu Dadi Gas
Co. Ltd., (hereinafter referred to as “Zhuolu Company” or the “Target Company”),
a limited company established and existing under the laws of China, with its
registered address at Zhuolu County, Zhangjiakou, Hebei Province, with its legal
representative of Tang Zhixiang.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    
 

    2、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
Rd.,        Huairou District, Beijing],
with its legal representative of [Tang Zhixiang].

     

    Collective
as the“Target
Companies”

    


    Whereas

     

     Transferor,
Related Party of Transferor and the Transferee, after good faith consultations,
have concluded Equity Transfer Agreements for the Target Companies(herein after
collectively referred to as "ETAs") regarding 70% share transfer of Target
Companies on _______. Now this Supplementary Agreement is reached in connection
with the
Escrow Terms and Conditions for the First Installment.

    


    I. Conditions for
release payment of the first installment

     

    The
Transferee agrees that before all the first installment payment release
preconditions are satisfied, if the Transferor intends to use some of the money
in the Mutual Management Bank Account to pay equity transfer consideration to
certain shareholders of the Target Companies and Subsidiary (the “Minority
Shareholders”) for the purpose of achieving the shareholding structure listed in
Annex II of ETAs, in order to facilitate these purchases, the Transferor is
entitled to borrow 50% of the money in the Mutual Management Bank Account
(“MMBA”) under the following conditions:

     

    
      	
               
      

            	
              1.

            	
              The
      transactions contemplated in the ETAs shall have received MOC
      approval;

            


    

    
      	
               
      

            	
              2.

            	
              Such
      equity transfers have completed the AIC registration between the
      Transferor/the Target Company and the Minority Shareholders;

            


    

    
      	
               
      

            	
              3.

            	
              All
      application documents for applying for alteration registration in AIC for
      the 70% equity transfer to the Transferee have been prepared and duly
      signed;

            


    

    
      	
               
      

            	
              4.

            	
              All
      application documents mentioned in item 5 are controlled by the
      Transferred; and

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              5.

            	
              The
      Transferor has signed a loan contract with the Transferee for the loan
      from MMBA, issue a loan receipt to the Transferee as well, and Beijing
      Dadi Gas Engineering Co., Ltd. issues a letter of guarantee to the
      Transferee assuming joint guarantee liability for such
    loan.

            


    

      

    II.
Undertakings of the Transferor

     

    
      	
               
      

            	
              1.

            	
              Transferor
      undertakes to complete the transfer of 70% of two Target Company to the
      Transferee on a date no later than (i) the 25th of October 2010 or (ii) 15
      days after the disbursement of funds from the
  MMBA.

            


    

     

    III.
Guarantee

     

    The
Transferor’s loan from the MMBA shall be guaranteed by Dadi Gas, and such
guarantee is a joint liability guarantee with recourse against its all
assets.

    


    IV.
Breach of Agreement 

     

    In case
any Party is in breach of section 2 of this Agreement, the penalty of breach for
such Escrow terms and conditions shall be equal to the amount of
loan.

    


    V.
Miscellaneous

     

    
      	
               
      

            	
              1.

            	
              The
      Supplementary Agreement shall be part of the ETAs, and of equal legal
      effect with the ETAs.

            


    

    
      	
               
      

            	
              2.

            	
              Terms,
      the applicable laws, the dispute settlement term of the Supplementary
      Agreement shall be in accord with the
ETAs.

            


    

    
      	
               
      

            	
              3.

            	
              This
      Agreement shall be established upon the signature and seal of all parties,
      and shall come into effect on the date when ETAs becomes
      effective.

            


    

    
      	
               
      

            	
              4.

            	
              This
      Agreement is executed in six counterparts. Each Party holds two
      copies.

            


    

     

     (Remainder
page left blank.)

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    (Signature
and seal)

     

    Transferor:

      
  Beijing Fengyin Xianghe Scientific Technology Co., Ltd.

     

    Authorized
Representative:

     

    Transferee:

    China New
Energy Investment Co.,Ltd

     

    Authorized
Representative:

    


    Related
Party of the Transferor:

    Tang
Zhixiang (Singature):
 

     Date:

     

    
      
         


      

      
        4