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

that

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.