Exhibit 10.4


 





Translation of Assets and Business Transfer
Agreement







 


	Transferor (“Party A”):	Henan Pingdingshan Hongli Coal and Coking Co., Ltd. (“Hongli”) and its branch Baofeng Coking Factory of Henan Pingdingshan Hongli Coal and Coking Co., Ltd. (“Baofeng Coking”)
	 	 
	Transferee (“ Party B”):	Pingdingshan Hongfeng Coal Processing and Coking Factory (“Hongfeng”)


 


Considering that: the transferor
(“Party A”) is the main operational entity of listed company, it does not obtain exploitation license for its holding
coal mine in long term neither certainly for future because of policy adjustment; the underground coal gasification (science and
technology demonstration) project carried out in the coal mine held by Party A has not yet obtained substantial test demonstrative
process, and underground coal gasification (science and technology demonstration) project cannot bring substantial economic benefits
for Party A in forseeable short term; in order to adjust the economic structure of listed company and solve the burden caused by
subsidence assets to listed company, upon the consent of board of directors of listed company, Party A transfers the assets related
to coal mining and underground coal gasification project;


 


Considering that: the transferee
(“Party B”) is acquainted with and aware of the status of object to be transferred by Party A, and it is capable of
accepting and disposing this object. Upon the consent of high authority of Party B, Party B will purchase these assets and business.


 


Party A and Party B have checked every
asset on the basis of data preliminarily examined and approved by Party A, namely, the listed company, on Dec. 31, 2015 and have
confirmed following clauses for both parties’ joint compliance through negotiation:


 


I. Scope and Price of Transferred Assets/Business
Object:


 


Party A and Party B make following summarization
regarding objects such as transferred assets/stock right etc as well as contracted price within the scope of this contract:


 


	 	 	Details of Assets/Stock Right Items	 	Book Value	 	 	Consideration for Disposal	 
	1、	 	Assets Transfer of Baofeng Coking	 	 	1,507, 039. 76	 	 	 	1.00	 
	2、	 	Underground coal gasification engineering scheme and asset under construction	 	 	199, 800, 000. 00	 	 	 	1.00	 
	3、	 	Stock Right Transfer of Baofeng Hongchang Coal Co., Ltd.	 	 	3, 000, 000.00	 	 	 	12, 483, 530. 32	 
	4、	 	Stock Right Transfer of Baofeng Xingsheng Coal Mining Co., Ltd.	 	 	42, 000, 000. 00	 	 	 	3, 360, 000. 00	 
	5、	 	Stock Right Transfer of Henan Zhonghong Energy Investment Co.	 	 	51,000,000.00	 	 	 	1.00	 
	6、	 	Stock Right Transfer of Baofeng Hongrun Coal Chemical Co., Ltd.	 	 	30, 000, 000. 00	 	 	 	1. 00	 
	 	 	Total	 	 	327,307, 039. 76	 	 	 	15,843, 534. 32	 



 




     


     


    

 


 


Party A and Party B make following appointments
regarding the specific scope and price of every object:


 


1.1. Baofeng Coking: (assets transfer)


 


Party A transfers all assets used in the
operation of coal mining, coal washing, coal dressing, coking and underground coal gasification within Baofeng Cokin to Party B.
Up to Dec. 31, 2015, the list of this assets is as follows. The book value is 1,507, 039. 76 Yuan and transfer price is 1 Yuan.


 


	No.	 	Name of Asset	 	Book Value 
Dec. 31, 2015	 	 	No.	 	Name of Asset	 	Book Value 
Dec. 31, 2015	 
	1	 	Input and output power grid	 	 	74, 872.73	 	 	69	 	Coal washing production system	 	 	395. 20	 
	2	 	High Tension Reactive Compensation Equipment	 	 	13, 261. 00	 	 	70	 	Filter Press	 	 	5, 490. 45	 
	3	 	High-voltage wire (in-plant)	 	 	2, 077.00	 	 	71	 	Sewage Restrictor	 	 	2, 040. 00	 
	4	 	High Tension Reactive Compensation Equipment	 	 	16,850. 72	 	 	72	 	Coal washing production system	 	 	2, 311. 36	 
	5	 	Underground water supply and drainage network within factory	 	 	96, 504.83	 	 	73	 	Coal washing production system	 	 	870. 75	 
	6	 	Underground water supply and drainage network out of factory	 	 	64, 057. 87	 	 	74	 	Coal washing production system	 	 	1,661.40	 
	7	 	Offset water supply of deep well pump	 	 	1,953. 17	 	 	75	 	Voltage reducing starter	 	 	171. 00	 
	8	 	Deep well submersible pump	 	 	1,736. 31	 	 	76	 	Reduction drive	 	 	145.20	 
	9	 	Offset water supply of deep well submersible pump	 	 	1,864. 00	 	 	77	 	High speed pulverizer	 	 	579.38	 
	10	 	 Deep well water pump Han Mining	 	 	13,452.47	 	 	78	 	Automatic drainer	 	 	750.00	 
	11	 	Water ring vacuum pump	 	 	43, 549. 62	 	 	79	 	 Voltage reducing starter	 	 	330.00	 
	12	 	Coal washing workshop and plant	 	 	13, 110. 63	 	 	80	 	Clarified water pump	 	 	1, 188. 00	 
	13	 	Coal washing workshop and plant	 	 	77, 545. 91	 	 	81	 	Reduction drive	 	 	150. 40	 
	14	 	Coal deposition pool, offsite	 	 	9, 341. 10	 	 	82	 	Jaw crusher	 	 	323.85	 
	15	 	No. 1 cleaned coal plant	 	 	54, 860. 27	 	 	83	 	Deep well pump	 	 	132.68	 
	16	 	cleaned coal plant	 	 	7, 380. 62	 	 	84	 	Deep well pump	 	 	2, 259. 67	 
	17	 	Hardening of cleaned coal plant	 	 	25, 384. 90	 	 	85	 	Deep well pump	 	 	2,482.95	 
	18	 	Terrace of cleaned coal plant	 	 	65,902.43	 	 	86	 	Deep well pump	 	 	450.00	 
	19	 	Other-self-supply source water	 	 	347, 166. 19	 	 	87	 	Roots vacuum pumping well	 	 	5, 250. 00	 
	20	 	Water pump	 	 	285. 80	 	 	88	 	Deep well pump	 	 	815. 20	 
	21	 	Wagon balance	 	 	631.80	 	 	89	 	Electric machine	 	 	267.83	 
	22	 	Train wheel measuring instrument	 	 	421. 43	 	 	90	 	Vibrating motor	 	 	286.20	 
	23	 	Fork-lift truck	 	 	8, 417. 33	 	 	91	 	 Motorized pulley	 	 	1, 089.08	 
	24	 	Fork-lift truck	 	 	783. 60	 	 	92	 	Gap electric machine	 	 	27. 30	 
	25	 	Fork-lift truck	 	 	12,836.48	 	 	93	 	 Motorized pulley	 	 	500.93	 
	26	 	Fork-lift truck	 	 	11, 325. 00	 	 	94	 	Vertical machine	 	 	54. 80	 
	27	 	Fork-lift truck	 	 	21, 025. 62	 	 	95	 	Electric machine	 	 	298.00	 
	28	 	Fork-lift truck	 	 	3, 574. 38	 	 	96	 	Electric machine	 	 	166.20	 
	29	 	Fork-lift truck	 	 	2,460.00	 	 	97	 	 Motorized pulley	 	 	439.60	 
	30	 	Production sharing system	 	 	954.00	 	 	98	 	Vibrating motor	 	 	47.40	 



 




     


     


    




 


	31	 	Transformer	 	 	1, 679. 48	 	 	99	 	Vibrating screen	 	 	41,997. 17	 
	32	 	Transformer	 	 	765. 38	 	 	100	 	Fluid coal warehouse	 	 	21, 271. 61	 
	33	 	Transformer	 	 	649.73	 	 	101	 	 Air conditioning	 	 	149.00	 
	34	 	Oil tank	 	 	198.60	 	 	102	 	 Air conditioning	 	 	105. 50	 
	35	 	Electronic scale	 	 	3, 375. 00	 	 	103	 	 Air conditioning	 	 	63. 30	 
	36	 	Installation cost for wagon balance	 	 	75. 00	 	 	104	 	 Air conditioning	 	 	28.80	 
	37	 	Adjustable electric hot plate	 	 	26. 10	 	 	105	 	 Air conditioning	 	 	390. 00	 
	38	 	Crusher	 	 	136. 50	 	 	106	 	 Air conditioning	 	 	84.80	 
	39	 	Sealed grinding machine	 	 	204.80	 	 	107	 	Air conditioning	 	 	182.60	 
	40	 	Rapid sulfur determinator	 	 	2, 700. 00	 	 	108	 	 Air conditioning	 	 	159.80	 
	41	 	Electric welding machine	 	 	41. 70	 	 	109	 	 Air conditioning	 	 	225. 00	 
	42	 	Cutting machine	 	 	21.30	 	 	110	 	Air conditioning	 	 	726. 00	 
	43	 	Lathe	 	 	1,042.35	 	 	111	 	Air conditioning	 	 	309.20	 
	44	 	Grinding machine	 	 	14.40	 	 	112	 	Satellite receiving antenna	 	 	19. 80	 
	45	 	Drilling machines	 	 	412.80	 	 	113	 	Mobile phone	 	 	149.90	 
	46	 	Electric hammer	 	 	10. 50	 	 	114	 	Mobile phone	 	 	500.20	 
	47	 	Adjustable-speed motor	 	 	21. 30	 	 	115	 	Retractable door (factory)	 	 	767.60	 
	48	 	 Bench drill	 	 	97.95	 	 	116	 	Computer	 	 	1,213. 20	 
	49	 	 Electric welding machine	 	 	90.00	 	 	117	 	 Fax machine	 	 	35.90	 
	50	 	Bench screw	 	 	18. 00	 	 	118	 	Printer	 	 	92. 30	 
	51	 	Electric machine	 	 	54.80	 	 	119	 	Printer	 	 	93. 30	 
	52	 	Adjustable-speed motor	 	 	95. 20	 	 	120	 	Lenovo computer	 	 	226.90	 
	53	 	 Reduction drive	 	 	137.60	 	 	121	 	Fixed assets of management system	 	 	236.20	 
	54	 	Switching starting cabinet	 	 	164.40	 	 	122	 	Laptop	 	 	825. 00	 
	55	 	Electric machine	 	 	37.20	 	 	123	 	 Fax machine	 	 	54. 00	 
	56	 	Coal washing production line	 	 	91,556. 70	 	 	124	 	Computer	 	 	2, 709. 00	 
	57	 	Coal washing production line	 	 	40, 927. 05	 	 	125	 	Printer	 	 	54. 80	 
	58	 	Coal washing production line	 	 	22, 535. 13	 	 	126	 	Fixed assets of management system	 	 	1,591. 70	 
	59	 	Coal washing production line	 	 	42, 959. 82	 	 	127	 	Fixed assets of management system	 	 	17,490.00	 
	60	 	Squeegee machine	 	 	1,099. 60	 	 	128	 	Laptop	 	 	590. 20	 
	61	 	Coal washing production line	 	 	71,581. 50	 	 	129	 	Computer	 	 	240. 00	 
	62	 	 Sieving machine for raw coal	 	 	885. 74	 	 	130	 	Copying machine	 	 	435. 00	 
	63	 	Sieving machine for raw coal	 	 	1,052. 85	 	 	131	 	Printer	 	 	180.20	 
	64	 	Flotation machine	 	 	37,483. 05	 	 	132	 	Filing cabinet	 	 	1,652. 60	 
	65	 	Flotation machine	 	 	22, 625. 45	 	 	133	 	1002 j-112 pump	 	 	1, 200. 00	 
	66	 	Flotation machine	 	 	11,670. 31	 	 	134	 	Air conditioning	 	 	906.40	 
	67	 	Coal filter production line	 	 	24,232.94	 	 	135	 	Computer	 	 	140.91	 
	68	 	Coal washing production system	 	 	4, 699. 60	 	 	 	 	 	 	 	 	 
		 	Total	 	 	 	 		 	 	1,507, 039. 76	 



 




     


     


    

  


1.2. Underground coal gasification engineering
(transfer project scheme and construction in progress)


 


Party A will transfer relevant scheme and
facilities used in construction in progress of underground coal gasification science and technology experiment engineering project
planned and prepared by Party A in 2014 and implemented in midterm of 2015 to Party B. Up to Dec. 31, 2015, the investment and
assets contributed by Party A in underground coal gasification engineering are shown in following table. Party A and Party B agree
that the total transfer price of scheme and construction in progress regarding the underground coal gasification engineering is
1 Yuan.


 


	Details of Assets	 	Book Amount Dec. 31,  2015	 
	Underground coal gasification engineering- Prepaid project payments	 	 	16, 000, 000.00 	 
	Underground coal gasification engineering-underground coal gasification reform	 	 	183, 800, 000. 00	 
	Total	 	 	199, 800, 000. 00	 



 


1.3. Baofeng Hongchang Coal Co., Ltd. and
100% stock right held by it in Baofeng Shuangrui Coal Mining Co., Ltd.: (100% stock right transfer) Party A transfers all stock
rights held by it in its 100% holding Baofeng Hongchang Coal Co., Ltd. to Party B. Up to Dec. 31, 2015, details of book assets
and liabilities of Hongchang are shown in following table. Party A agrees to completely give up the internal RMB receivable of
101, 907,817.80 Yuan formed with Hongchang in previous operation, and other liabilities in Hongchang’s account shall be assumed
by transferee after the transfer, and the transfer price of stock right under this condition is 12,483,530.32 Yuan;


 


	 	 	Book Value	 
	Item	 	Dec. 31, 2015	 
	Assets:	 	 	 	 
	145-Cash deposit for safety production	 	 	700, 000. 00	 
	18102-Long-term investment-Shuangrui coal mining	 	 	70, 000, 000. 00	 
	153-Fixed assets	 	 	75,872,830. 74	 
	154-Accumulated depreciation	 	 	(35, 341, 318. 53)	 
	16202-Cost of mining right	 	 	126,976, 793. 00	 
	16203-Change of purchase right FEI	 	 	4, 455, 500. 00	 
	163-Accumulated amortization	 	 	(83,688,876.97	)
	Subtotal of Assets	 	 	158, 974,928.24	 
	Liabilities	 	 	 	 
	117001-Hongli Company	 	 	(50, 452, 862. 68)	 
	117002-Coking Plant	 	 	(51, 454, 955. 12)	 
	21605-Income tax payable	 	 	(1,890, 000. 00)	 
	21606-Resources tax	 	 	(1, 040, 799.18)	 
	Subtotal of liabilities	 	 	(104,838,616.98	)
	Total net assets	 	 	54,136,311.26	 



 




     


     


    

  


1.4. Baofeng Xingsheng Coal Mining Co.,
Ltd. (60% stock right transfer)


 


Party A holds 60% stock right of Baofeng
Xingsheng Coal Mining Co., Ltd., and Party A agrees to transfer this actually controlled stock right to Party B. Up to Dec. 31,
2015, the book assets of Xingsheng Coal includes coal mining right of 70 Million Yuan book value and excludes other asset liabilities.
Party A holds 60% stock right of Xingsheng Coal, then the book value is 42 Million Yuan. Party A and Party B agree to regard 3,360,000.00
Yuan as the transfer price for 60% stock right held by Party A in Xingsheng Coal.


 


1.5. Henan Zhonghong Energy Investment
Co., Ltd. (100% stock right transfer)


 


Party A actually controls 100% stock right
of Henan Zhonghong Energy Investment Co., Ltd. through shareholding entrustment. Henan Zhonghong Energy Investment Co., Ltd. is
a company jointly exploited by Party A and Henan Coal Seam Gas and is established for Party A’s holding of coal seam gas
business under this agreement, which has greater relation with the exploitation business of coal mine. Given this, and considering
the overall transfer of coal mine exploitation business, Party A and Party B agree that Party A shall transfer its substantially
controlled 100% stock right to Party B. Up to Dec. 31, 2015, the book assets of Henan Zhonghong Energy Investment Co., Ltd. are
shown in following table. Both parties agree that Party A shall give up the internal credit and debt formed with Henan Zhonghong
Energy Investment Co., Ltd. during the operating process. After deducting Party A’s credit and debt, the net assets of Henan
Zhonghong Energy Investment Co., Ltd. are 9,864,509.58 Yuan. Both parties agree that the transfer price of 100% stock right of
Henan Zhonghong Energy Investment Co., Ltd. is 1 Yuan through negotiation.


 


	Subject	 	Book Value
 Dec. 31, 2015	 
	Assets:	 	 	 	 
	10201-Bank deposit-China CITIC Bank Zhengzhou Branch	 	 	25,304.91	 
	11702-Inter-company accounts—Baofeng Coking Plant	 	 	116, 301,273. 41	 
	14001-Long-term investment-Hongyuan CBM Engineering Technology Co., Ltd.	 	 	9, 839, 204. 67	 
	Subtotal of Assets	 	 	126,165,782,99	 
	Liabilities	 	 	 	 
	11701-Inter-company accounts—Hongli Coal Co., Ltd.	 	 	(75, 538, 185. 75)	 
	11703-Inter-company accounts-Hongyuan	 	 	(19, 820, 166. 00)	 
	11704-Inter-company accounts-Long’en Company	 	 	(12, 000, 000. 00)	 
	Subtotal of liabilities	 	 	(107,358,851.75	)
	Total of net assets	 	 	18,807,431.24	 
	Net assets after disposing of inter-company accounts	 	 	9,864,509.58	 



 




     


     


    

  


Party A and Party B notice that Party A
filed a lawsuit to Zhengzhou Intermediate People’s Court on Aug. 7, 2015 regarding 30 Million Yuan investment guarantee deposit
owed by Henan Coal Seam Gas to Zhonghong Energy. This kind of lawsuit is not involved in the scope of this transaction, subject
of litigation is not changed, and litigation outcome will not change this transaction result. Party A and Party B confirm that
both parties will cooperate with the requirement of litigation by following the beneficial principles to Party A after this transaction.


 


1.6. Baofeng Hongrun Coal Chemical Co.,
Ltd. (100% stock right)


 


Party A holds 100% stock right of Baofeng
Hongrun Coal Chemical Co., Ltd. Baofeng Hongrun Coal Chemical Co., Ltd. is one operating company established by Party A for expanding
original coking production. Hongrun is not substantially operated since its establishment till now. Except the inter-company accounts
with Baofeng Coking, there are no other credits and debts in Hongrun. Party A and Party B unanimously agreed that Baofeng Hongrun
Coal Chemical Co., Ltd. gives up taking 1 Yuan as transfer price for its 100% stock right on the basis of creditor's rights of
Baofeng Coking.


 


1.7.


 


II. Definition of Trading Day


 


Party A and Party B agree that all transactions
under this agreement shall regard Mar. 25, 2016 as the base day of transaction.


 


Rights and interests as well as risk regarding
assets/stock right under this agreement shall be totally transferred from Party A to Party B since base day of transaction. The
risk and right transfer shall not be affected by whether ownership transfer procedure for objects under this contract is completed
or not since the base day of transaction.


 


III. Payment Terms


 


Total price under this contract is 15,843,534.32
Yuan. Party A and Party B agree that Party B shall pay 50% of total amount, namely, 7,921,767.16 Yuan to Party A within 6 months
after this contract entering into effect; Party B shall pay residual 50% of contract price to Party A after completing main alteration
procedure such as industrial and commercial alteration etc. Party A and Party B shall complete ownership alteration procedure such
as industrial and commercial alteration etc within 12 months.


 


If Party B cannot pay off corresponding
price according to the time appointed in above clause and the overdue period is more than 30 days, Party B agrees to calculate
overdue penalty regarding account payable according to 10% interest per year in the exceeded period till paying off principals
and interests.


 


IV. Procedure Handling and Cooperation
After Assets/Stock Rights Handover


 


Considering that more object ownership
alteration is involved in this contract and complexity of ownership alteration under current environment, Party A and Party B agree
to closely cooperate with each other to complete ownership alteration of corresponding object after the effectiveness of this contract.
One party shall not delay the normal ownership alteration of the other party with any reasons.


 




     


     


    

  


Party A and Party B unanimously agree that
the postponed period of ownership alteration of objects in this contract shall neither affect the transaction aging of objects
nor affect the bargain price agreed in this contract.


 


Ownership alteration of objects in this
contract includes but not limited to following matters:


 


4.1. Disposal and transfer of all assets
of Baofeng Coking as well as acquisition or alteration of house property right;


 


4.2. Transfer and taking over of underground
coal gasification technology experiment project, including collaboration to the third party, register alteration of technology
experiment project, handover of engineering scheme and cooperative alteration with construction team etc;


 


4.3. Industrial and commercial alteration
of stock right transfer and alteration of mining right etc;


 


4.4. Collaboration and alteration of follow-up
matters after the cooperation between Zhonghong Energy and Coal Seam Gas, including the collaboration with current lawsuit.


 


4. 5. Other normal alteration procedures


 


V. Promise and Guarantee of Party A and
Party B


 


1. Promise and Guarantee of Party A:


 


1.1 It is established according to laws
and is validly existed. It has completely authorized to implement objects transfer in this agreement and can independently undertake
civil liability;


 


1.2 All objects such as assets/stock rights
etc in this agreement are legally and validly owned by Party A, and there is no uninformed rights;


 


1.3 Party A has nothing to do with any
profits produced by the objects involved in this contract upon the signature and effectiveness of this contract, meanwhile, Party
A has nothing to do with losses produced by the objects involved in this contract;


 


2. Promise and Guarantee of Party B


 


1.1 It is established according to laws
and is validly existed. It has completely authorized to implement objects transfer in this agreement and can independently undertake
civil liability;


 


1.2 Party B has fully understood the status
of objects involved in this contract and is acquainted with the assigned assets;


 


1.3 Party B is capable of accepting and
operating all objects under the contract, besides, it guarantees that it will completely accept this assigning and hold all earnings
and duties produced by these objects;


 


1. 4 Party B promises and ensures that
it possesses enough financial resources to pay the consideration of these


objects.


 




     


     


    

  


3. Joint Promises of Party A and Party
B:


 


Both parties shall go back on their words
after this contract entering into effect, and they shall undertake legal rights and duties caused thereby. Both parties agree that
once one party violates the guarantee, promise or any other duties appointed in this agreement, which results in liabilities such
as damage, losses or claiming for compensation etc for the opposite party, the default party shall make comprehensive compensation
to the damaged party.


 


VI. If part of this agreement is confirmed
as invalidation or is cancelled, both parties shall continuously fulfill obligations regarding other parts of this contract in
accordance with the original contract and other legal documents.


 


VII. Both parties can conclude a supplementary
agreement regarding unmentioned matters in this agreement, but the supplementary agreement shall not conflict with basic clauses
of this agreement.


 


VIII. This agreement shall enter into effect
upon the signature of both parties. This agreement is in duplicate, Party A and Party B hold one copy respectively.


 


Transferor (“Party A”) (Seal):


 


Henan Pingdingshan Hongli Coal & Coking
Co., Ltd.


 


Baofeng Coking Factory of Henan Pingdingshan
Hongli Coal & Coking Co., Ltd.


 


Henan Pingdingshan Hongli Coal & Coking
Co., Ltd. (Seal)


 


Baofeng Coking Factory of Henan Pingdingshan
Hongli Coal & Coking Co., Ltd. (Seal)


 


Signature of Authorizer: Jianhua Lv


 


Transferee (“Party B”) (Seal)


 


Pingdingshan Hongfeng Coal Processing and
Coking Factory


 


Pingdingshan Hongfeng Coal Processing and
Coking Factory (Seal)


 


Authorizer: Yanwei Wang


 


Signing Date: Mar. 25, 2016