英文版合作意向书 LOI English.docx

Henan CBM Development and Utilization Co., LtdAndDart Energy International PTE LTDAndHong Kong Prosperous Clean Energy Company LtdLetter of Intent on Cooperative Development of Unconventional GasDated: May 20, 2013Cooperating Parties:Party A: Henan CBM Development and Utilization Co., LtdParty B: Dart Energy International PTE LTDParty C: Hong Kong Prosperous Clean Energy Company LtdA. Precondition to the Cooperation1. 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 and shale gas resources, designing appraisal and pilot drilling programs and subject to technical success of those programs, moving to developing and producing commercially viable CBM and shale gas. 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 “the easier block/cherry-pick development first” and Merit-based the admission may give preference to the favorable areas possessed by it for cooperation 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 and shale gas 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 Intention1. Evaluation. The parties propose to carry out a technical commercial & legal evaluation of the favorable feasible area selected by Party A to determine the potential for CBM and shale gas 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 and shale gas 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 Cs 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 Peoples Republic of China and other government authorities.5. Joint Venture. Three parties plan to will set up a joint venture company outside of mainland China, the proportion of the Joint Venture tentatively is:6. (1) Henan CBM 38%, Party B/ and Party C 62%, Party B has the right to bringfarm in a strategic partner, Party Bs final share ratio must beshare hold by not less than 31%.7. (2) The Joint Venture will sign the PSC with Henan CBM, the participating interest in Development period will be Henan CBM will hold 20% and share of the PSC and the Joint Venture will hold 80% of the PSC.respectivelyC. Confidentiality1. 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.D. Miscellaneous1. Governing Law. This lOI shall be governed by, and construed according to, the Laws of China.2. Termination. This LOI shall terminate:(1) If the work under item (4) of clause 2 of this LOI are completed;(2) After six months of execution date of this LOI;(3) Officially sign the PSC(4) The confidentiality terms in clause 3 shall survive the termination of this LOI.(5) 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 Peoples 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 sh