Construction with Investment and Management of CNG-LNG Project Contract

This contract is signed by both parties on January 26, 2007 in Xuancheng City.

Parties of this Contract:

People’s Government of Xuancheng City, Anhui Province (hereinafter referred to as Party A)

Legal Representative: Gao Dengbang

China New Energy Development Investment Company Limited (hereinafter referred to as Party B)

Legal Representative: Wang Zhenhong

Sinoenergy Corporation (hereinafter referred to as Party B)

Legal Representative: Deng Tianzhou

In order to promote local economic development and in accordance with relevant regulations of Contract Law of the People’s Republic of China and Company Law of the People’s Republic of China, both parties come to an agreement and sign this contract on Party B invest and construct CNG-LNG project in Xuancheng City upon the principle of mutual benefit and friendly consultation.

Clause I Content and Scale of the Project

1.1 Party A agrees China New Energy Development Investment Company Limited and Sinoenergy Corporation to collectively invest and construct CNG-LNG (Compressed and Liquefied Natural Gas) project in Xuancheng City, Anhui Province. Scale of the project: annual natural gas processing capacity is 300 million m³, the product in initial period is CNG, and the product in future period is LNG. Target of natural gas is settled by Party B.

1.2 Total investment of the project is USD 28 million (refer to the Feasibility Research Report submitted by Party B).

1.3 Party B makes registration in Industrial and Commercial Administration Bureau of Xuancheng City to found “Anhui New Energy Company Limited” with registered capital of USD 5 million in cash.

Clause II Scope, Price and Payment of Land for Construction

2.1 Party A transfers a piece of land of 60Mu to Party B at one time (located in Tianhu Town, Economic Development Zone, Xuancheng City) as industrial land, price of transfer is CNY 112,000/Mu (refer to Clause I of the appendix for relevant contents of the price), and term of use is 50 years. Transfer of the land is executed in accordance with relevant regulations of China.