合作意向书,英文

合作意向书,英文

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 CompanyLtd

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, CNGand 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 PSCin 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, f ollow-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.

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 PSCwith 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.

3. If any party breaches the confidentiality terms,

2. No party shall disclose

without prior consent of all

parties any information, the

cooperation partners operating

methods, legal information. to any person or institution including but not limited to and

content, technology, documents and any other

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;

⑵ 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 and have no objection.