英文版合作意向书

1 / 14 英文版合作意向书 羊毛衫加工分厂项目合作协议书 Letter of Agreement 甲方 Party A： 乙方 Party B： 双方就羊毛衫加工车间项目的合作事宜 ,经过初步协商，达成如下合作意向： Through a preliminary discussion on the cooperation of knitted sweater workshop, both parties have reached the intents as following： 一、同意就 羊毛衫加工车间 项目开展合作开发。 1. Agreement on the cooperative development on 该项目的基本情况是 : 额的 51%，乙方以生产加工设备为出资形式，占出资总额的 49%。 Both parties will invest_*$ on the project. PartyA will provide fund and workshop facilities as investment, accounting for 51% share. PartyB will provide the processing equipment, accounting for 49% share. 二、 甲乙双方各自负责 2. 2 / 14 甲方应做好以下工作 Resonsibilities For PartyA： 1、 以租赁形式提供生产、办公场地 2000 平米，租金低于市场价，租金列入合作成本； 1) Rent out the production and official field 2000m2 to the cooperative workshop. The rental should be lower than the market price and should be listed as a production cost of workshop. 2、 负责流动资金的融资，其利息列入合作成本； 2) Provide cash flow which is listed as the production cost of workshop. 3、 负责设备进口的相关税费； 3) Relative importation tax for transportation of the equipment. 4、负责中国境内的运输、安装费用，此费用列入合作分厂成本 4) Transportation and installation fee in Chinese Mainland, which is listed as the production cost of workshop. 乙方应做好以下工作 Responsibilities For PartyB： 1. 负责产品开发、销售； 1) Development , marketing and sales of the 3 / 14 product 2. 负责生产技术指导。 2) Supervise the production 三、其他 Others： 1. 甲方负责加工生产，协助乙方销售； 1) PartyA is responsible for the production and assist PartyB for marketing and sales. 2. 乙方负责提供整套羊毛衫生产加工设备； 2) PartyB is responsible for the complete set of production equipment 3. 项目总负责人由甲方委派，助理负责人由乙方委派； 3) Chief responsible person is appointed by PartyA, and assistant should be appointed by PartyB. 4. 此项目财务独立核算，专款专用。经营过程中所产生的风险或利润分配按双方所占股份比例共同承担或享有 4) The funds are for the project only and respective accounting. According to the respective share stipulated in this letter of agreement, both parites bear the risk or profit which generates in the prosecution together. 4 / 14 四、 本协议书是双方合作的基础，甲乙双方的具体合作内容以双方的正式合同为准。 Letter of Agreement is the base of cooperation, the detail of which is subjected to the confirmation of formal contract. 五、本协议 书一式两份，自签字之日起生效，甲乙双方各执一份。 5. This Letter of Agreement is written in 2 copies and will be effective from the signing day. Both parties hold one respectively. 甲方 PartyA： 乙方 PartyB： 代表人 Representative：代表人 Representative： 年 月 日 Date: 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, 2016 5 / 14 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 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 6 / 14 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, 7 / 14 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 eval uation 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 8 / 14 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 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. 9 / 14 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: Henan CBM 38%, Party B/Party C 62%, Party B has the right to bring in a strategic partner, Party Bs final share ratio must be not less than 31%. 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 10 / 14 from any subsequent joint evaluation activity relating to the cooperation, including any physical sampling analysis information: Is used solely for the purposes stated in this LOI; 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 11 / 14 of China. 2. Termination. This LOI shall terminate: After six months of execution date of this LOI; sign the PSC The condition of item and Item 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 and have no objection. 4. This agreement is executed in Chinese and English. If there is any inconsistency, the Chinese version shall prevail. This letter of Intent is executed in the meeting room at the 3th floor of Henan CBM Development and Utilization Co., Ltd of the People s Republic of China 12 / 14 on May 29, 2016. Letter of Intent 合作意向书 After friendly consultations based on the principles of equality and mutual benefit 本着平等互的原则，经过友好的协商，_ Party A/ 甲方 and 与_ Party B/乙方 have agreed to execute this Letter of Intent LOI to accord the understanding reached duringdiscussions and to indicate the continuing corporation.一致同意以本意向书实前期谈判中达成的解并指导后续的合作。 The purpose of this LOI is to set forth certain non-binding understandings and certain bindingcommitments between both parties with respect to a proposed transaction/investment betweenboth parties.本意向书旨在陈述与双方交 /投资有关的干无拘束的认识和具有拘束的约定。 Part I: Proposed Transaction/Investment 第一部分 : 交 /投资 LOI No. Description Amount 意向书编号意向内容简述额 CCLI_ USD_1. The terms of the transaction/investment will be more particularly set forth in a Purchase Order for transaction or a Business Proposal for investment to be mutually agreed upon