Cooperative Contract on Coke-oven Gas Power Generation

Party A: Xi’an TCH Energy Technology Co., Ltd. (hereinafter referred to as Party A)

Address: No. 86, Gaoxin Road, Hi-tech Zone, Xi’an, Shaanxi Province

Legal Representative: Ku Guohua

Party B: Shenmu County Jiujiang Trading Co., Ltd. (hereinafter referred to as Party B)

Address: Shagoumao Village, Xigou Office, Shenmu County

Legal Representative: Hao Ziwei

Through friendly negotiation, based on the principle of equality and voluntariness, both Party A and Party B conclude the following clauses on the relevant cooperation matters that Party A invests and constructs auxiliary coke-oven gas power generation device to the coke-oven plant of Shenmu County Jiujiang Trading Co., Ltd. which is wholly owned and controlled by Party B.

Article 1: Definition of investment construction

1. By mutual consent, Party A shall invest, construct and manage the tail gas power generation project for the coke-oven plant of Party B ( hereinafter referred to as “power generation project”) and supply energy saving and emissions reduction service for Party B.

2. The “power generation project” belongs to Party A, Party A shall be responsible for the design, equipment selection, equipment procurement and manufacture, construction work, project installment and test/adjustment, formal synchronization power generation of the whole project and the project management, maintenance, operation and safety after put into production, and Party B shall provide active cooperation.

Article 2: Party A's term

1. The term of Party A supplying energy saving service to Party B is 10 years from the date of signing this contract and the power generation project is formally built and put into operation.

Article 3: Rights, obligations and guarantee of the both parties

1. Party B shall guarantee the coke-oven plant is its wholly owned holding company, and the coke-oven plant is established legally and a China enterprise legal person that continues to exist effectively and can operate and produce normally.

2. Party B guarantees to urge coke-oven plant to sign written gas supply agreement with Party A with a term not less than 10 years.

3. Party B shall be responsible for all the procedures including project proposal, review and approval, and environment evaluation etc. for the project construction which are required by state laws and regulations and bear the expense. Party B shall be responsible for synchronization power generation procedure of “power generation project”, which should be done after the signing date of this contract and before the date of power generation project is formally built and put into operation.

4. Party A promises that the construction of the “power generation project” shall be finished within 90 days after this agreement becomes effective and both parties confirm the commencement condition for the project is available. However, if  the project cannot proceed successfully due to Party B's reason (including, but not limited to its activities that affect normal construction, installation, test/adjustment or safety work etc.), Party A's construction period shall be extended accordingly and Party B shall compensate relevant losses caused to Party A hereof.  If the project cannot proceed successfully due to Party A's reason (including, but not limited to its activities affect normal construction, installation, testing or safety work etc.), Party A shall compensate relevant losses caused to Party B hereof.

5. Party A shall be responsible for the design, equipment order, construction, installation and test/adjustment of the “power generation project”, etc. Party B shall be responsible for completing the connection of utilities and level the ground of the land before the commencement of construction of the project, and provide necessary utility facilities to the project.

6. Party B shall provide a lien with sufficient value as its guarantee for this cooperative “power generation project” and sign a Lien Agreement with Party A within 10 working days after signing this contract. Party B shall complete the lien/mortgage registration process within 15 working days after signing this contract. The Lien Agreement  shall take effect along with this contract on “the effective day”.

7. Party B shall urge its top five individual shareholders to assume an unlimited joint liability guarantee for Party B for the implementation of this contract and urge the individual shareholders to sign Unlimited and Joint Liability Guarantee Agreement  with Party A within 15 working days after signing this contract. The Unlimited and Joint Liability Guarantee Agreement shall become effective along with this contract on “the effecti