Unassociated Document


     

    
       

      Exhibit
10.1

      


      JOINT
VENTURE AGREEMENT

      (English
Translation)

       

      1.
General Principles

       

      To better
promote green energies in Henan Province, and to improve the urban environment,
China National Petroleum Corporation Kunlun Natural Gas Co., Ltd. (Party A) and
Xi'an Xilan Natural Gas, Co., Ltd. (Party B) enter into this Joint Venture
Cooperation Agreement (the "Agreement") pursuant to the
Company Law of the People’s Republic of China and other related laws and
regulations.

       

      2.
Parties of the Joint Venture

       

      Party A:
China National Petroleum Corporation Kunlun Natural Gas Co., Ltd.

       

      Address:
CNPC Tower, No.1110 Nanshan Avenue, Nanshan District, Shenzhen,
Guangdong

       

      Legal
Representative: Tao, Yuchun

       

      Position:
General Manager

       

      Nationality:
China

       

      Telephone:
0755-33226019

       

      Facsimile:
0755-33226025

       

      Party B:
Xi'an Xilan Natural Gas, Co., Ltd.

       

      Address:
19/F Wangzuo Soho Tower B, Tangyan Road, High-Tech Zone, Xi’an,
Shaanxi

       

      Legal
Representative: Ji, Qinan

       

      Position:
Chief Executive Officer

       

      Nationality:
China

       

      Telephone:
029-88323325

       

      Facsimile:
029-88350886

       

      3.
Purpose of the Joint Venture

       

      Party A
enjoys advantages in natural gas resources, capital, technology, transportation
and brand name; Party B, as a US listed company, is equipped with rich
experience in developing gas projects and enjoys the advantage of being an early
market entrant in the Henan market. The joint venture formed by Party A and
Party B will combine and fully utilize the strengths and advantages of both
parties. By using the joint venture as a platform, the parties will develop the
market of CNG fuelling in Henan together through sincere cooperation, so as to
integrate the resources reasonably and efficiently, and to achieve a win-win
situation.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      4.
Formation of the Joint Venture Company

       

      4.1 Party
A and Party B shall establish the joint venture company in Zhengzhou, Henan
Province, pursuant to the Company Law of the People’s Republic of China and
other related laws and regulations.

       

      4.2 The
joint venture company is tentatively named as Zhengzhou CNPC Kunlun Xilan
Natural Gas Co., Ltd. (the final name of which shall be the registered name
under the Administration for Industry and Commerce). The joint venture company
will be registered in Zhengzhou, Henan.

       

      4.3 The
joint venture company is a Chinese legal entity and shall comply with the laws
and administrative regulations of China. The legitimate rights and interests of
the joint venture company are under the protection of the laws of
China.

       

      4.4 The
joint venture company shall be a limited liability company. Each of Party A and
Party B shall be liable to the company to the extent of such party's capital
contributions. Party A and Party B shall share the profits, risks and losses on
the basis of their respective percentage of capital contributions.

       

      5.
Business Scope

       

      The
construction and operation of CNG fuelling stations, the sale of CNG; conversion
of automobiles to CNG powered automobiles, and other related technical
services.

       

      6.
Registered Capital

       

      6.1 The
registered capital of the joint venture company shall be
RMB50,000,000.

       

      6.2 Party
A shall make capital contributions of RMB25,500,000 (representing 51% of the
company's total registered capital) in cash. Party B shall make capital
contributions of RMB24,500,000 (representing 49% of the company's total
registered capital) in forms of cash and property contribution.  The
registered capital will be paid in two installments. The first installment of
registered capital of RMB10,000,000 representing 20% of the total registered
capital shall be paid by Party B in cash. The value of the property to be
contributed by Party B as capital contributions shall be evaluated by a capital
evaluation company recognized by both parties. If the value of the property is
less than RMB14,500,000, the difference shall be made up by Party B in cash.
Party A will pay its RMB25,500,000 in one payment after obtaining the approval
from its superiors.

       

      7.
Obligations of Parties

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      7.1
Obligations of Party A:

       

      7.1.1
Make its capital contribution as specified in Article 6.2;

       

      7.1.2
Provide technologies, management experience and market information to the joint
venture company for no consideration;

       

      7.1.3
Ensure stable gas supply to meet the gas demand of the joint venture
company;

       

      7.1.4
Organize trainings for the management, technical staff, and other personnel of
the joint venture company.

       

      7.2
Obligations of Party B

       

      7.2.1
Handle affairs including the application for approval to competent departments,
registration, obtaining the business license of the joint venture company, and
others;

       

      7.2.2
Make its capital contribution as specified in Article 6.2;

       

      7.2.3
Assist the joint venture company in developing CNG fuelling stations, and
obtaining licenses and certificates for the construction and operation of the
CNG fuelling stations, pursuant to the regulations of the local
government;

       

      7.2.4
Within three (3) months of the formation of the joint venture company, Party B
shall obtain on behalf of the joint venture company the permits for the five CNG
fuelling stations including: Land-use Permits, Permits for Construction,
Opinions from the Fire Control Examination Administration, Project Approvals
from the Development and Reform Commission. Party B also undertakes that all the
approvals from the government for Party's B's construction of fuelling stations
in Zhengzhou and surrounding area will be used under the name of the joint
venture company for further development, construction and
operation;

       

      7.2.5
Assist Party A in organizing trainings for the management, technical staff, and
other personnel of the joint venture company.

       

      7.3
Ordinary expenses for the formation of the joint venture company by each party
will be borne by the joint venture company, subject to the confirmation
of  both parties.

       

      7.4 Both
parties shall fulfill their respective obligations, and shall bear their
respective liabilities in the event of a breach.

       

      7.5 After
the formation of the joint venture company, the rights and obligations of the
parties shall be governed by the articles of association of the joint venture
company.

       

      8.
Duration of Cooperation of the Joint Venture Company

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      8.1 The
cooperation of the joint venture company shall commence on August 1, 2009 and
terminate on July 31, 2029, lasting 20 years.

       

      8.2 If,
during the course of operation, one of the parties proposes to extend or shorten
the period of cooperation of the joint venture company, the period may be
changed accordingly, after consultations of both parties, in accordance with the
articles of association of the joint venture company.

       

      9.
Operation of the Joint Venture Company

       

      9.1 The
Chairman of the Board of Directors shall be appointed by Party A; the Vice
Chairman of the Board of Directors shall be appointed by Party B. The General
Manager and Financial Manager shall be appointed by Party A; the Vice General
Manager and Chief Financial Officer shall be appointed by Party B, and shall be
hired by the Board of Directors. The General Manager shall be under the lead of
the Board of Directors. The Chairman of the Board of Directors shall be the
Legal Representative of the joint venture company. The term of the Legal
Representative shall be three years, which could be renewed, or otherwise
negotiated.   The Board of Directors is composed of five
directors, three of whom are appointed by Party A, two by Party B.

       

      9.2 The
joint venture company will not have a Board of Supervisors, but it shall have
two supervisors, and each party shall appoint one. The supervisors may attend
the meetings of the Board of Directors. The term of the supervisors shall be
three years, which could be renewed.

       

      9.3
Personnel and Labor Management: The recruitment, hiring, retiring, salaries,
social insurance, welfare, award and punishment of the employees of the joint
venture company shall be regulated by employment contracts between the joint
venture company and its employees, pursuant to the Company Law of the People’s
Republic of China and the Labor Law of the People's Republic of China, and shall
follow the plan approved by the Board of Directors. The employment contracts
shall be filed with local labor management administrations.

       

      9.4 The
Purchase and Sale of Natural Gas

       

      9.4.1 The
joint venture company shall buy natural gas from Party A; during the course of
cooperation, Party A shall provide stable, sufficient natural gas of good
quality as needed by the joint venture company.  Party A undertakes to
provide certain discounts from the normal market price on the nature gas it
supplies.

       

      9.4.2 The
joint venture company shall operate the natural gas fuelling station and other
related business by using the operation platform and market network of the joint
venture company. Within the areas operated by the joint venture company, the
joint venture company shall sell in accordance with the sales strategy agreed by
Party A and Party B, and distribute natural gas products using the platform of
the joint venture company. The price of the natural gas products shall be
determined by both Party A and Party B and must be adopted by the joint venture
company.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      9.5
Market Development

       

      During
the period of operation of the joint venture company, both Party A and Party B
agree, based on the development of business, to increase the registered capital
of the joint venture company for the purpose of constructing, acquiring,
merging, renting and contracting to operate additional natural gas stations, and
to inject their capital into the joint venture company.

       

      9.6
Manufacture Safety

       

      The
management and staff of the joint venture company shall be responsible for
manufacturing safety and maintenance of equipment during the joint venture
company's operation.

       

      9.7 The
joint venture company must use Party A's trademark during its
operation.

       

      10.
Accounting, Audit, Tax

       

      10.1 The
joint venture company shall conduct accounting pursuant to the Accounting System
for Enterprises of the People's Republic of China, and follow the accounting
system of the PetroChina Company Limited. The joint venture company shall make a
financial authorization manual to set out the examination and approval limits of
its Chairman of the Board of Directors, Vice Chairman of the Board of Directors,
General Manager, Vice General Manager, and Chief Financial Officer.

       

      10.2 The
financial department of the joint venture company shall be responsible for the
financial and accounting work of the joint venture company. It shall be
responsible to the shareholders of both parties, and subject to supervision and
audit of both parties.

       

      10.3 The
Chief Financial Officer of the joint venture company shall be responsible for
the financial work of the joint venture company, under the leadership of the
Board of Directors, and shall report to both parties monthly.

       

      10.4 The
Dual-signature System should be followed. Expenses of the joint venture company
shall not be effective unless affirmed and signed by authorized persons from
both parties.

       

      10.5 The
joint venture company shall not accept any financing or provide guarantees for
another party's financial obligations.

       

      10.6
Taxes and Insurance.  The joint venture company shall pay taxes and
other duties in accordance with the tax laws and regulations of the People's
Republic of China and of Henan province.

       

      10.7 Debt
and Obligations. The joint venture company shall be fully liable for its debts
and obligateons during the course of its operation.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      11
The Alteration, Amendment, and Termination of the Agreement

       

      11.1
Alterations and amendments to this Agreement and the Schedules attached to this
Agreement will not be effective unless they are agreed by both parties in
writing.

       

      11.2 If
an event of force majeure, as defined in Article 13 of this Agreement, causes
serious loss to the joint venture company or causes the joint venture company to
consistently suffer economic losses, thus rendering the Agreement incapable of
being performed, the Agreement may be terminated earlier upon mutual consent of
both parties.

       

      12
Liabilities for Breach

       

      12.1
Where a party fails to perform its obligations under the Agreement or materially
breaches the Agreement, rendering the joint venture company unable to maintain
operation, or rendering it impossible to achieve the purpose of the Agreement,
such party shall be deemed as the breaching party who unilaterally terminates
the Agreement. The other party has the right to ask the breaching party for
compensation for its damages, and has the right to terminate this Agreement. If
both parties agree to continue to operate, the breaching party shall compensate
the other party's economic losses.

       

      12.2 If
one party's negligence renders the Agreement or its Schedules incapable of being
performed in full or in part, the  negligent party shall bear the
liabilities; if the Agreement is rendered incapable of being performed in full
or in part because of both parties' negligence, each party shall bear its
respective liabilities.

       

      13.
Force Majeure

       

      If,
during the course of operation of the joint venture company, the Agreement is
rendered incapable of being performed, or could not be performed as agreed, due
to earthquakes, typhoons, floods, fires, wars, or any other events that are
unforeseeable, unavoidable and insurmountable, the party facing the force
majeure shall timely notify the other party, and shall offer within one month of
the occurrence sufficient documents describing detailed circumstances of the
events and reasons of the non-performability. These documents shall be provided
by a local notary agency where the events occurred.

       

      According
to the severity of the events, the parties shall decide whether to terminate the
Agreement, to exempt the breaching party's liability in part, or to extend the
time limit of performance.

       

      14.
Dispute Resolution

       

      In case
of a dispute, the parties shall first attempt to resolve the dispute through
negotiations. If negotiations fail, the parties may refer to a dispute
arbitration committee for arbitration.

       

      15
Effectiveness of the Agreement and Miscellaneous

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      15.1 This
Agreement shall be effective, after signed by both parties, and after both
parties receive the approvals from their respective superiors.

       

      15.2 This
Agreement shall be in six copies, with three copies for each of the
parties.

       

      


       

      Party
A:  China National Petroleum Corporation Kunlun Natural Gas Co.,
Ltd.

       

      Authorized
Personnel /s/ (signature not legible)
Date:   7/22/2009

       

      Party
B:  Xi'an Xilan Natural Gas, Co., Ltd.

       

      Authorized
Personnel:  /s/ Ji Qinan

       

      Date:  7/22/2009