中英文合作意向书

中英文合作意向书

篇一：英文版合作意向书

LOI English

Henan CBM Development and Utilization Co., Ltd

And

Dart Energy PTE LTD

And

Hong Kong Prosperous Clean Energy Company Ltd

Letter of Intent on Cooperative

Development of Unconventional Gas

Dated: May 20, 2013

Cooperating Parties:

Party A: Henan CBM Development and Utilization Co.,

Ltd

Party B: Dart Energy PTE LTD

Party

C:

Hong

Kong

Prosperous

Clean

Energy

Company

Ltd

A. Precondition to the Cooperation

1.

Party

A

is

a

business

entity

incorporated

under

the

approval of Henan Provincial

Government.

It

is

responsible

exclusively

for

coal

bed

methane (CBM) exploration, extraction and production,

development and utilization in Henan Province and is

the first provincial CBM development and utilization

company

in

China.

Party

A

has

obtained

the

qualification to exclusively cooperate with foreign

enterprises.

2. Party B is a company incorporated and operating

under the laws of Singapore. The

company

has

the

technical

and

capital

capabilities

of

t

assessing

CBM

resources,

designing

appraisal

and

pilot

drilling

programs

and

subject

to

technical

success of those programs, moving to developing and

producing commercially viable CBM. It has developed

innovative, low cost horizontal and vertical drilling

technology that is instrumental in establishing the

sustainable growth of commercial CBM production and

pre- drainage of several coal mining areas.

3. Party C focuses on clean energy and is engaged in

development and utilization of

automotive

new

energy,

including

LPG,

CNG

and

CBM.

Now

the company has eight CNG gas stations, two LPG gas

stations and one L-CNG gas station in operation.

4.

It

is

the

intention

of

the

parties

that

Party

A

and

Party B will cooperate and carry out

exploration

work

in

the

6

CBM

blocks

under

the

principle of

“

easier block/cherry-pick development

first

”

subject to the condition that the choice is

beneficial to all parties.

5. As part of the process of entering into the PSCs,

the parties wish to commence a

technical evaluation with a view to determining the

feasibility

and

scale

of

CBM

exploration

and

development

within

the

corresponding

areas.

To

this

end,

all parties agree to include a confidentiality clause

in this LOI with the aim of facilitating the providing

and sharing of appropriate data.

6.

Party

B

and

Party

C

agree

to

cover

the

costs

to

carry

out the technical due diligence

and

evaluation,

and

the

parties

agree

to

formulate

the

indicative

timetable

for

the

negotiation

of

the

PSC

in

details

after

the

completion

details

after

the

completion

of

the

technical

due

diligence

and

evaluation.

B. Cooperation Intention

1. Evaluation.

The

parties propose to carry

out

a

technical commercial & legal

evaluation of the feasible area selected by Party A

to

determine

the

potential

for

CBM

resources.

The

evaluation shall also identify a preliminary view of

the

most

promising

areas

for

initial

exploration

activities,

follow-up

appraisal

and

potential

development

of

a

full-scale

CBM

project

in

the

corresponding area.

2.

Technical

data.

Party

A

will

use

its

best

endeavors

to coordinate the collection of

technical data for the cooperated areas, as may be

necessary

to

conduct

the

technical,

commercial

and

legal evaluation. At the same time, Party A will also

arrange for Party B and Party C to carry out site and

underground mine visit(s) of the corresponding areas

as

appropriate

and,

if

possible,

carry

out

analysis

of

physical

coal

samples

and

available

drill

cores

available

from

previous

drill

core

programs

undertaken

in respect of the corresponding areas.

Party A shall endeavor to arrange appropriate staff

and party B and Party C

’

s technical personnel to work

together,

in

order

to

complete

all

the

technical,

commercial

and

legal

evaluation,

and

efficiently

handle

the

mutual

interference

issues

that

may

be

occur

in the evaluation and mining work.

3. The parties shall use their best endeavors to work

co- operatively at all times within

the

scope

of

the

content

of

the

cooperation

and

shall,

where possible, openly share information between them

t

hat

will

assist

in

accomplishing

the

objective

and

purposes of this LOI.

4.

Production

Sharing

Contract.

All

parties

shall

use

their best endeavors to conclude

and sign the PSCs. The rights and obligations of each

party

will

be

defined

in

PSCs.

The

PSCs

shall

be

reported

to

the

various

competent

government

authorities after being signed, and shall subject to

the

approval

of

the

relevant

regulatory

authorities

and

the Ministry of commerce of the People

’

s Republic of

China and other government authorities.

5. Joint Venture. Three parties plan to set up a joint

venture company outside of China,

the proportion of the Joint Venture tentatively is:

(1) Henan CBM 38%, Party B/Party C 62%, Party B has

the right to bring in a strategic partner, Party B

’

s final share ratio must be not less than 31%.

(2)

The

Joint

Venture

will

sign

the

PSC

with

Henan

CBM,

the participating interest in Development period will

be

Henan

CBM

20%

and

the

Joint

Venture

80%

respectivelyConfidentiality

1. The parties shall ensure that all Data referred to

in Clause 2 above and data obtained

from

any

subsequent

joint

evaluation

activity

relating to the cooperation, including any physical

sampling analysis information:

(1)

Is

used

solely

for

the

purposes

stated

in

this

LOI;

(2)

Is

only

disclosed

to

its

employees,

officers,

consultants and directors for

achieving the cooperation purpose who shall execute

confidentiality agreement.

2.

No

party

shall

disclose

to

any

person

or

institution

without prior consent of all

parties

any

information,

including

but

not

limited

to

the

cooperation

partners

and

content,

technology,

operating

methods,

legal

documents

and

any

other

information.

3. If any party breaches the confidentiality terms,

the non-default party will prosecute

against the default party for legal liabilities and

claim for compensation for its losses.

C. Miscellaneous

1. Governing Law. This lOI shall be governed by, and

construed according to, the Laws

of China.

2. Termination. This LOI shall terminate:

(1) After six months of execution date of this LOI;

(2) sign the PSC

The

condition

of

item

(1)

and

Item

(2)

that

occurs

the

later

shall

prevail.

The

confidentiality

terms

in

clause 3 shall survive the termination of this LOI.

3.

Whereas

Party

A

is

a

State-owned

enterprise

under

the supervision of Henan

province

of

the

People

’

s

Republic

of

China,

according

to

the

relevant

laws

and

regulations,

rules

and

policies,

if

the

matters

of

the

cooperation

and

content

thereof need to be approved or recored, they shall be

subject

to

the

approval

of

the

administrative

authorities.

Party

B

and

Party

C

fully

understand

this