Exhibit 10.1
JOINT VENTURE
AGREEMENT
(English Translation)
1. General
Principles
To better
promote green energies in Henan Province, and to improve the urban
environment, China National Petroleum Corporation Kunlun Natural
Gas Co., Ltd. (Party A) and Xi'an Xilan Natural Gas, Co., Ltd.
(Party B) enter into this Joint Venture Cooperation Agreement (the
" Agreement ") pursuant to the Company Law of the
People’s Republic of China and other related laws and
regulations.
2. Parties
of the Joint Venture
Party A: China
National Petroleum Corporation Kunlun Natural Gas Co.,
Ltd.
Address: CNPC
Tower, No.1110 Nanshan Avenue, Nanshan District, Shenzhen,
Guangdong
Legal
Representative: Tao, Yuchun
Position:
General Manager
Nationality:
China
Telephone:
0755-33226019
Facsimile:
0755-33226025
Party B: Xi'an
Xilan Natural Gas, Co., Ltd.
Address: 19/F
Wangzuo Soho Tower B, Tangyan Road, High-Tech Zone, Xi’an,
Shaanxi
Legal
Representative: Ji, Qinan
Position: Chief
Executive Officer
Nationality:
China
Telephone:
029-88323325
Facsimile:
029-88350886
3. Purpose
of the Joint Venture
Party A enjoys
advantages in natural gas resources, capital, technology,
transportation and brand name; Party B, as a US listed company, is
equipped with rich experience in developing gas projects and enjoys
the advantage of being an early market entrant in the Henan market.
The joint venture formed by Party A and Party B will combine and
fully utilize the strengths and advantages of both parties. By
using the joint venture as a platform, the parties will develop the
market of CNG fuelling in Henan together through sincere
cooperation, so as to integrate the resources reasonably and
efficiently, and to achieve a win-win situation.
4. Formation
of the Joint Venture Company
4.1 Party A and
Party B shall establish the joint venture company in Zhengzhou,
Henan Province, pursuant to the Company Law of the People’s
Republic of China and other related laws and
regulations.
4.2 The joint
venture company is tentatively named as Zhengzhou CNPC Kunlun Xilan
Natural Gas Co., Ltd. (the final name of which shall be the
registered name under the Administration for Industry and
Commerce). The joint venture company will be registered in
Zhengzhou, Henan.
4.3 The joint
venture company is a Chinese legal entity and shall comply with the
laws and administrative regulations of China. The legitimate rights
and interests of the joint venture company are under the protection
of the laws of China.
4.4 The joint
venture company shall be a limited liability company. Each of Party
A and Party B shall be liable to the company to the extent of such
party's capital contributions. Party A and Party B shall share the
profits, risks and losses on the basis of their respective
percentage of capital contributions.
5. Business
Scope
The
construction and operation of CNG fuelling stations, the sale of
CNG; conversion of automobiles to CNG powered automobiles, and
other related technical services.
6.
Registered Capital
6.1 The
registered capital of the joint venture company shall be
RMB50,000,000.
6.2 Party A
shall make capital contributions of RMB25,500,000 (representing 51%
of the company's total registered capital) in cash. Party B shall
make capital contributions of RMB24,500,000 (representing 49% of
the company's total registered capital) in forms of cash and
property contribution. The registered capital will be
paid in two installments. The first installment of registered
capital of RMB10,000,000 representing 20% of the total registered
capital shall be paid by Party B in cash. The value of the property
to be contributed by Party B as capital contributions shall be
evaluated by a capital evaluation company recognized by both
parties. If the value of the property is less than RMB14,500,000,
the difference shall be made up by Party B in cash. Party A will
pay its RMB25,500,000 in one payment after obtaining the approval
from its superiors.
7.
Obligations of Parties
7.1 Obligations
of Party A:
7.1.1 Make its
capital contribution as specified in Article 6.2;
7.1.2 Provide
technologies, management experience and market information to the
joint venture company for no consideration;
7.1.3 Ensure
stable gas supply to meet the gas demand of the joint venture
company;
7.1.4 Organize
trainings for the management, technical staff, and other personnel
of the joint venture company.
7.2 Obligations
of Party B
7.2.1 Handle
affairs including the application for approval to competent
departments, registration, obtaining the business license of the
joint venture company, and others;
7.2.2 Make its
capital contribution as specified in Article 6.2;
7.2.3 Assist
the joint venture company in developing CNG fuelling stations, and
obtaining licenses and certificates for the construction and
operation of the CNG fuelling stations, pursuant to the regulations
of the local government;
7.2.4 Within
three (3) months of the formation of the joint venture company,
Party B shall obtain on behalf of the joint venture company the
permits for the five CNG fuelling stations including: Land-use
Permits, Permits for Construction, Opinions from the Fire Control
Examination Administration, Project Approvals from the Development
and Reform Commission. Party B also undertakes that all the
approvals from the government for Party's B's construction of
fuelling stations in Zhengzhou and surrounding area will be used
under the name of the joint venture company for further
development, construction and operation;
7.2.5 Assist
Party A in organizing trainings for the management, technical
staff, and other personnel of the joint venture company.
7.3 Ordinary
expenses for the formation of the joint venture company by each
party will be borne by the joint venture company, subject to the
confirmation of both parties.
7.4 Both
parties shall fulfill their respective oblig
