EquityTransfer Agreement on 70% Equity ofZhuolu Dadi Gas Co.Ltd.

70% Equity of Zhuolu Dadi Gas Co. Ltd.

This Agreement is entered by and between the Transferor, the Transferee and the Related Party of Transferor in  Beijing on the day of September 14，2010.

Transferor:

  Beijing Fengyin Xianghe Scientific Technology Co., Ltd.

Transferee:

China New Energy Investment Co.,Ltd

Authorized Representative:

ID No.:

Related Party of Transferor:

  Tang Zhixiang (ID No._ 110227195610211817)

(The Transferor, the Transferee and the Related Party of Transferor shall hereinafter be referred to individually as the "Party" and collectively as the "Parties".)

Target Company：

Zhuolu Dadi Gas Co. Ltd., (hereinafter referred to as “Zhuolu Company” or the “Target Company”), a limited company established and existing under the laws of China, with its registered address at Zhuolu County, Zhangjiakou, Hebei Province, with its legal representative of Tang Zhixiang.

1)	The Related Party of Transferor is the actual controller of (i) the Transferor; (ii) Target Company and its related companies listed in Annex I (List of Target Company and its related companies) and (iii) majority shareholders of Target Company and its related companies;

2)	The Transferor undertakes that after the execution of this Agreement and within 45 days after the Transferee paid the first installment payment to the Mutual Management Bank Account he will reach the target of holding 100% equity of the Target Company by purchasing the equity;

3)	The Transferee agrees that after the Transferor holding 100% equity of the Target Company, the Transferee will purchase 70% equity of the Target Company from the Transferor;

4)	Target Company and its related companies listed in Annex I intend to invest projects listed in Annex VII; and

5)

The Transferor provides the separate and consolidated financial statements (including balance sheet and income statement) of Target Company and its related companies listed in Annex I as indicated in Annex VIII. Transferor and the Related Party of Transferor represent and agree that all financial statements contained in Annex VIII are accurate and complete.

Pursuant to the Company Law of the People's Republic of China and Contract Law of the People's Republic of China and other applicable laws and regulations the Transferor, the Transferee and the Related Party of Transferor, after friendly consultations, conclude this Agreement regarding the equity transfer as follows:

1.1

The Transferor agrees that after the execution of this Agreement and within 45 days after the Transferee paid the first installment payment to the Mutual Management Bank Account it will reach the target of holding 100% equity of the Target Company by purchasing the equity. The Transferor agrees to sell 70% equity interest of the Target Company held by it to the Transferee.

1.2	The Transferee agrees to purchase the 70% equity interest of the Target Company from the Transferor after its holding 100% equity interest of the Target Company.

1.3	After the completion of registration in AIC for this equity transfer the Transferee will enjoy the shareholder's rights, and undertake obligations and responsibilities of shareholder in accordance with applicable China laws and the provisions of the Articles of Association of the Target Company.

2.	Principles of Transfer of Equity

2.1	The Parties agree that the respective obligations of the Transferor and the Transferee to effect the sale and purchase of the Transferred Equity and the Completion shall comply with the following principles:

2.2	The Transferee may at any time in writing exempt the performance of any of the above principles by the Transferor, and such exempt may be made subject to such terms and conditions as determined by the Transferee.

The Parties agree that unless otherwise provided in this Agreement, the Transferee shall be entitled to terminate this Agreement unilaterally without any liability of breach of this Agreement if some or all of the principles have not been complied with before the completion of the transfer due to the Transferor. In the event of such termination by the Transferee, any installments of the purchase price previously paid shall be returned to the Transferee and the Transferee is entitled to a penalty of RMB 5,000,000.00. If the penalty can not cover the damages or losses suffered by the Transferee hereby, the Transferor shall compensate the shortfall of such losses of the Transferee. If the Transferee suffers from damages or losses hereby, the Transferor shall compensation such losses to the Transferee.

3.	Arrangement of Mutual Management Bank Account

3.1

Both the Transferee and the Transferor mutually agree that the Parties will open a mutual managed bank account with the Beneficiary of the Transferee within 3 working days after the execution of this Agreement. Any interest arise from the money deposited in the Mutual Management Bank Account shall belong to the Transferee.

In the event that pursuant to the laws and regulations or the terms and conditions of this Agreement, this Agreement shall be terminated and the Transferor was obliged to refund partial or entire payment paid by the Transferor; then release the mutual managed bank account

3.2	Both the Transferee and the Transferor mutually agree that relevant documents in connection with the terms and conditions of escrow may be made, including Supplementary Agreement for the Escrow Terms and Conditions for the First Installment.

4.	Consideration and Payment Schedule

 Both the Transferor and the Transferee agree that the consideration of 70% equity of the Target Company (hereinafter referred to as the "Consideration") shall be RMB135,000,000.00 (including tax). In any cases, the amount of the Consideration will not be adjusted. But if any party breaches this Agreement, the breaching party shall take the corresponding liabilities of breach.

4.1.1

The Consideration shall be paid in Renminbi or equivalent US Dollars (the exchange rate between RMB and USD shall be the rate upon each installment of payment) by installments.

4.1.2

Both the Transferor and the Transferee agree the value of the corresponding equity of the Target Company and its related companies listed in Annex I is included in the Consideration. After this acquisition, the Target Company shall achieve the shareholding structure listed in Annex III.

The Parties agree that the Consideration shall be paid according to the following Payment Schedule:

4.2.1

The amount of the first installment is RMB60,000,000.00.

4.2.1.1

Transferee shall make the first installment payment to the Mutual Management Bank Account within 5 working days after the execution of this Agreement.

Notwithstanding aforesaid, if the Transferee failed to pay the agreed amount to the Transferor to the Mutual Management Bank Account before the expiration day of the first installment payment, the Transferee will be in a 5 days grace period. After such grace period expired, if the transferee still failed to pay the agreed amount in accordance with this Agreement, the Transferee shall pay overdue penalties at the amount of 0.1% of the amount payable of the first installment to the Transferors per day. However, that in no event shall the penalty of the late payment of first installment payment be greater than RMB5,000,000.00 Yuan.

4.2.1.2

The Parties agree that after the satisfaction of first installment payment release preconditions, the Transferor is entitled to transfer partial or entire first installment payment from the Mutual Management Bank Account to any bank account at its sole discretion within 45 days (including the 45th day) after the first installment payment was paid to the Mutual Management Bank Account. The first installment payment release preconditions are as follows:.

 

The Transferor shall submit original certificate or documents on satisfaction of above conditions after obtainment. After the Transferee has received all the certificates and documents, the Transferee shall issue a written confirmation immediately. The day on which such written confirmation is issued is the satisfaction day of the first installment payment release preconditions. Notwithstanding aforesaid, the Transferee shall not refuse to issue the written confirmation unreasonably when such certificates and documents submitted by the Transferor are true, necessary and sufficient. Above-mentioned first installment payment release preconditions shall be satisfied or fulfilled within 45 days after the Transferee paid the first installment payment to the Mutual Management Bank Account. In the event that the Transferor failed to satisfy all the first installment payment release preconditions prior to the expiry of such time limit and the Transferor submit a list in writing on the completion situation of the preconditions (including all the completed items and uncompleted items) on the expiration day of such time limit. the Transferee agreed to provide a remedy period for the Transferor, the preliminary remedy period are 15 days . During such preliminary remedy period, the Transferor does not need to pay any penalty for its failure on satisfaction of all the first installment payment release preconditions. In the event that the Transferor failed to satisfy all the first installment payment release preconditions prior to the expiry of such preliminary remedy period, the Transferor is entitled to submit a written application on the extension of the remedy period of which the Transferor shall state the reasons of its failure to satisfy all the first installment payment release preconditions. The Transferee is entitled to decide whether such reasons are reasonable or not. If not reasonable or the Transferor does not submit such extension application, the remedy period will be expired on the expiration day of the preliminary remedy perod; if reasonable, the Transferee may provide a 15 days extension of the remedy period (extension remedy period) for the Transferor, The remedy perod will be expired on the expiration day of the extension remedy period. During such extension remedy period, the Transferor need to pay 0.1% of the first payment per day as the penalty to the Transferee until the Transferor satisfy all the first installment payment release preconditions，but in case that the Transferor fails to satisfy all the first installment payment release preconditions due to the liability of the Transferee, such penalty shall not apply. In the event the Transferor is not able to satisfy all the first installment payment release preconditions prior the expiry of remedy period, the Transferee is entitled to take any of the following action (except due to the liability of the Transferee ):

i.

to terminate this Agreement, have the first installment payment which has been paid to the Mutual Management Bank Account returned and require the Transferor to pay the Transferee RMB5,000,000.00Yuan as penalty.

ii.

to delay the issuance of the written confirmation of the first installment payment release preconditions until all the items are satisfied and require the Transferor to pay the Transferee no less than RMB 5,000,000.00Yuan as penalty.

iii.

to be entitled to deduct the corresponding amount of the first installment payment according to how the first installment payment release preconditions are satisfied at its sole discretion. In the event that there are 2 or more than 2 deduction situation occurs, all the deduction situations will be applied.

iv.

Notwithstanding aforesaid, when the Transferee exercise its right set forth in item (i) to (iii) above-mentioned, the Transferee is entitled to decide at its sole discretion to waive any of its rights partially or entirely.

Notwithstanding the foregoing provided, if the Transferor intends to borrow some of the first installment in the Mutual Management Bank Account, subject to the satisfaction Supplementary Agreement for the Escrow Terms and Conditions for the First Installment it is entitled to use 50% of frist installment and the Transferee shall coordinate with it.

4.2.2

The amount of the second installment is RMB65,000,000.00. After the satisfaction of the following payment preconditions, the Transferee shall make the second installment payment to the Transferor within 90 days (including the 90th day) after the Transferee released the first installment payment, provided, however, that the extension and grace period set forth later in this section shall apply:

The Transferor shall submit original certificates or documents on satisfaction of above conditions after obtained. After the Transferee has received all the certificates and documents, the Transferee shall issue a written confirmation immediately. The day on which such written confirmation is issued is the satisfaction day of such payment precondition. Notwithstanding aforesaid, the Transferee shall issue the written confirmation when such certificates and documents submitted by the Transferor are true, necessary and sufficient.  Above-mentioned payment preconditions shall be satisfied or fulfilled within 180 days after the Transferee release the first installment payment. In the event that the Transferor failed to satisfy all the second installment payment preconditions prior to the expiry of such time limit and the Transferor submit a list in writing on the completion situation of the preconditions (including all the completed items and uncompleted items) on the expiration day of such time limit,, the Transferee agreed to provide a remedy period for the Transferor, the preliminary remedy period are 15 days. During such preliminary remedy period, the Transferor does not need to pay any penalty for its failure on satisfaction of all the second installment payment preconditions. In the event that the Transferor failed to satisfy all the second installment payment preconditions prior to the expiry of such preliminary remedy period, the Transferor is entitled to submit a written application on the extension of the remedy period of which the Transferor shall state the reasons of its failure to satisfy all the second installment payment preconditions. The Transferee is entitled to decide whether such reasons are reasonable or not. If not reasonable or the Transferor does not submit such extension application, the remedy period will be expired on the expiration day of the preliminary remedy period; if reasonable, the Transferee may provide a 15 days extension of the remedy period (extension remedy period) for the Transferor, The remedy period will be expired on the expiration day of the extension remedy period. During such extension remedy period, the Transferor need to pay 0.1% of the second payment per day as the penalty to the Transferee until the Transferor satisfy all the second installment payment preconditions，but in case that the Transferor fails to satisfy all the second installment payment release preconditions due to the liability of the Transferee, such penalty shall not apply. In the event the Transferor is not able to satisfy all the second installment payment preconditions prior the expiry of remedy period, the Transferee is entitled to take any of the following action (except due to the liability of the Transferee ):

i.

to terminate this Agreement, have the first installment payment which has been paid to the Mutual Management Bank Account returned and require the Transferor to pay the Transferee RMB5,000,000.00 Yuan as penalty.

ii.

to delay the issuance of the written confirmation of the second installment payment release preconditions until all the items are satisfied and require the Transferor to pay the Transferee no less than RMB5,000,000.00Yuan as penalty.

iii.

to be entitled to deduct the corresponding amount of the second installment payment according to how the second installment payment release preconditions are satisfied at its sole discretion. In the event that there are 2 or more than 2 deduction situation occurs, all the deduction situations will be applied.

iv.

Notwithstanding aforesaid, when the Transferee exercise its right set forth in item (i) to (iii) above-mentioned, the Transferee is entitled to decide at its sole discretion to waive any of its rights partially or entirely.

Notwithstanding aforesaid, after the expiration day of the second installment payment, the Transferor confirm that the Transferee is entitle to have a extension of 90 days without any penalty. After such extension if the Transferee failed to pay the agreed amount to the Transferor after such extention, the Transferee will be in a 45 days grace period. After such grace period expired, if the transferee still failed to pay the agreed amount in accordance with this Agreement, the Transferee shall pay overdue penalties at the amount of 0.1% of the amount payable of the second installment to the Transferors per day. However, that in no event shall the penalty of the late payment of second installment payment be greater than RMB 5,000,000.00Yuan.

4.2.3

The amount of the third installment is RMB10,000,000.00. For the purpose of smoothly transition and stable operating of the Target Company, the third installment shall be considered as the reserved payment of this transaction and will be paid to the Transferor within 180 days (including the 180th day) after the Transferee paid the second installment payment under the condition that the Transferor are free of any liabilities of breach or compensation.

4.2.4

Notwithstanding aforesaid, both the Transferor and the Transferee agreed that:

4.3

Notwithstanding the provisions on the payment period of Article 4.2.1 and Article 4.2.2, in the event there is less than 10 working days between a satisfaction day of payment preconditions and the corresponding expiration day of payment, the 10the working day after such satisfaction day of payment shall be deemed as the expiration day of such payment.

4.4	The Transferor agree that when the Transferee makes payment to the Transferor, the Transferee is entitled to deduct any of the remaining payables confirmed by the parties (if any) owed by the Transferor on its own discretion without any prior consent of the Transferor.

4.5

The Transferee agrees that, except as otherwise provided in this Agreement, when making the payment of the consideration to the Transferor, the Transferee will make the payment to the bank account instructed by the Transferor. The Transferor agrees that, such payment following the Transferor’s payment instruction shall be considered as the payment to the Transferor.

5.	Business Operation before the Completion

5.1

Both the Transferor and the Related Party of Transferor undertakes jointly and severally that theTarget Company and its related companies listed in Annex I and the shareholder’s meeting and the board of directors meeting of each company will procure that the business of each company respectively will be operated in a normal and prudent basis and in the ordinary course of day-to-day operations and, will not do or omit to do (or allow to be done) or to be omitted to be done any act or thing (in either case whether or not in the ordinary course of day-to-day operations) which is material and in particular (but without limiting the generality of the foregoing) the Transferor will procure that the Target Company and its related companies listed in Annex I shall NOT prior to Completion, without the prior written consent of the Transferee:

6.	Matters prior to Completion

6.1

Both the Transferor and the Related Party of Transferor jointly and severally confirms that, in order to enhance the work efficiency of the transaction, within 7 days after the execution of this Agreement, the Parties will designate personnel to form a transfer preparing working team respectively. The Parties shall coordinate to cause the working team perform its duty. The main duty of the working team includes: (1) coordinating and assisting the Transferee to complete the Delivery of the transfer; (2) ensuring the normal day-to-day operation of Target Company and Subsidiary Companies wholly-owned, controlled, equity affiliates of Target Company listed in Annex II before the delivery of transfer; (3) any other responsibilities agreed by the Parties.

6.2	To ensure the steady handover, the Parties mutually agree to make the corresponding arrangement for the work during the period from the execution of this Agreement to Completion.

6.3	The transfer preparing working team shall provide a list for the documents for the Transfer to the Target Company and Subsidiary Companies wholly-owned, controlled, equity affiliates of Target Company listed in Annex II and prepare all documents for the Transfer mentioned in Section 7.4.

7.	Completion of the Transfer

7.1

The Parties agree that after all preparation work for the Transfer has been set forth in Section 6.3 of this Agreement has been completed they will establish a “transfer team” ("Transfer Team") jointly to deliver the Target Company (including the Target Company and subsidiary companies wholly-owned, controlled of Target Company listed in Annex II) within 3 working days. The day when Transfer Team is established is the Commencement Day of Handover.

7.2

The Transferor shall prepare a list of transfer for the Transfer Team. The list shall show all the assets, corporate books required by the law, account books, documents, agreements, and contracts and so on of the Target Company and subsidiary companies wholly-owned, controlled of Target Company listed in Annex II.

7.3

If the Transferor provide reports or data of the Target Company and subsidiary companies wholly-owned, controlled of Target Company listed in Annex II which are materially different from actual facts, the Transferor shall be considered as in breach of this Agreement, the Transferee is entitled to terminate this Agreement (whereupon Transferor will be entitled to a refund of the purchase price paid by the Transferor) and require the Transferor to compensate relevant damages and losses. The Transferee is entitled to decide to waive such rights partially or entirely at its sole discretion.

7.4	To facilitate the Completion of the Transfer, the Transferor shall submit the following documents to the Transferee:

7.5

The Parties agree that the transfer shall be deemed to be completed on the day when the alteration registration of this Transfer in AIC and also the Transferee confirms that all works of delivery has completed and the Transferor have fulfilled its obligations under Section 7.4 and issues a written confirmation. Such day is the satisfaction day of Completion of the Transfer. Notwithstanding aforesaid, the Transferee shall not refuse to issue the written confirmation unreasonably when such certificates and documents submitted by the Transferor are true, necessary and sufficient.

7.6

Both the Transferor and the Related Party of Transferor jointly and severally undertake and warrant that the net assets value of each Target Company and its related companies of the satisfaction day of Completion of the Transfer shall not be lower than its net assets value of December 31, 2009 which was confirmed by the Transferee. Otherwise, the Transferor shall submit a explanation on why the net assets value drops in writing. The Transferee is entitled to decide whether such explanation from the Transferor is reasonable or not at its sole discretion. If the Transferee decides that such explanation is not reasonable, the Transferee is entitled to deduct the Consideration accordingly.

8.	Undertakings and Warranties

8.1	Both the Transferor and the Related Party of Transferor jointly and severally undertake and warrant that on the execution day of this Agreement:

8.1.1

The Transferor shall increase its equity holding of in the shortest duration at its best effort to reach the target of holding no less than 70% equity of the Target Company by purchasing the equity interest. After the completion of such equity purchase, the Transferor shall legally own 70% of the equity of the Target Company. Should any third Party claim any ownership or other interest in the aforesaid equity, the Transferor shall assume full responsibility and shall be liable to compensate the Transferee for any loss incurred hereof.

8.1.2

Upon execution by the Parties, this Agreement will be binding upon the Transferor and the Related Party of the Transferor.

8.1.3

The Transferor and the Related Party of the Transferor will negotiate with the Transferee on matters concerning equity transfer not mentioned herein in accordance with PRC laws and regulations and relevant policies.

8.1.4

Both the Transferor and the Related Party of Transferor jointly and severally acknowledges that the Transferee is entering into this Agreement in reliance upon the accuracy of each of the Warranties.

8.1.5

Both the Transferor and the Related Party of Transferor jointly and severally undertakes that upon the execution of the Agreement, it will terminate any negotiation in connection with the equity transfer of the Target Company with any third Party except the Transferee and it will not carry out new negotiations in connection with the equity transfer of the Target Company with any third Party except the Transferee.

8.1.6

The above-mentioned undertakings and warranties are made as of the execution day of the Agreement and shall survive after the Completion Day of the Agreement.

8.2	Both the Transferor and the Related Party of Transferor jointly and severally undertake and warrant that:

8.2.1      The Transferor and Related Party of the Transferor shall cause the Target Company to set up a wholly-owned enterprise subsidiary – Zhuolu Dadi Municipal Engineering Construction Technology Service Ltd. Co.. Simultaneously, Zhuolu Dadi Municipal Engineering Construction Technology Service Ltd. Co. satisfies all the following conditions:

8.2.1.1

Before October 15,2010 , owns all the receivable and payables, operation contracts and assets (including but not limited fixed assets) which are (A) booked in the financial statement upon December 31, 2009 confirmed by the Transferee of Shijiazhuang Branch of Beijing Dadi Gas Engineering Co., Ltd., Yanqing Branch of Beijing Dadi Gas Engineering Co., Ltd., Baigou Branch of Beijing Dadi Gas Engineering Co., Ltd., Xian County Branch of Beijing Dadi Gas Engineering Co., Ltd., Huahua Port Branch of Beijing Dadi Gas Engineering Co., Ltd., Zhuolu Branch of Beijing Dadi Gas Engineering Co., Ltd. and Chengde Branch of Beijing Dadi Gas Engineering Co., Ltd..; and (B) occurred during the period from January 1, 2010 to the satisfaction day of Completion of the Transfer, instead of such branches respectively; and

8.2.2

The Transferred Equity shall not subject to any restriction under any laws and agreements beyond the ones stipulated expressly in this Agreement. Should any third Party produce effective evidence that the transfer by the Transferor is subject to any restriction under any laws and agreements, the Transferor shall assume full responsibility and shall be liable to compensate the Transferee for any loss incurred hereof.

8.2.3

Upon the performance of this Agreement, the Transferred Equity purchased by the Transferee and its subsidiary rights and interests or those to be generated from the equity are free of any rights and interests of any third Party.

8.2.4

Target Company and its related companies listed in Annex I are established and legally existing under the laws of China.

8.2.5

Target Company and its related companies listed in Annex I own and have acquired all the effective authorization letters, licenses, approvals and permits to manage existing assets and carry out all the business operations (specified in Annex IV " The production and operation information of Target Company and its Related Companies"). The above-mentioned authorization letters, licenses, approvals and permits have been registered and recorded in relevant authorities in accordance with applicable laws and regulations. The Transferor shall explain for any exceptional case (if has) in advance and ensure to settle such case.

8.2.6

Target Company and its related companies listed in Annex I have legally and validly owned the operation right of gas pipeline, the qualification of gas operation and the charging right of gas. The certificates or documents include but not limited to the agreement of operation right of gas pipeline entered into by and between the local government or authority of the local government, administrative permit of the qualification of gas enterprise, certificate of gas charging. The Transferor shall explain for any exceptional case (if has) in advance and ensure to settle such case.

8.2.7

Target Company and its related companies listed in Annex I have completed the corresponding comprehensive acceptance inspection for the vaporizing station and completed pipeline (including but not limited to examination and filing procedures of Construction Bureau, Quality Supervision Bureau, Environmental Protection Bureau and Security Supervision Bureau) and obtain the acceptance inspection report for relevant authorities. The Transferor shall explain for any exceptional case (if has) in advance and ensure to settle such case;

8.2.8

Except disclosure to the Transferee in writing, the assets of the Target Company and its related companies listed in Annex I are free of any guarantees or any right of third Party or any other limitations that might have adverse affect to the execution of rights concerning the above-mentioned assets or interests values. As of the execution day of the Agreement, nobody has executed or claimed to execute any rights that might have significantly adverse affect the conditions of the transferred assets, or raised any disputes directly or indirectly involving the transferred assets.

8.2.9

Except disclosure to the Transferee in writing, there exists no litigation, arbitration or administrative procedures involving any relevant enterprises or its Target Company and its related companies listed in Annex I.

8.2.10

Except explicit disclosure in Annex VI   Obligations Transfer List, the assets of the Target Company and its related companies listed in Annex I are free of any other loans to be paid or debts of any forms. Contingent liabilities or other liabilities of the Target Company and subsidiary companies wholly-owned, controlled of Target Company listed in Annex II before the completion which the Transferor HAS not disclosed in Annex VI (Obligations transfer list) of this Agreement shall be assumed by the Transferor and the Related Party of Transferor jointly and severally. If the corresponding Target Company or subsidiary companies wholly-owned, controlled of Target Company assumes or pays such liabilities in advance, the Transferor shall reinburse all the payments to the corresponding Target Company or subsidiary companies wholly-owned, controlled, equity affiliates of the Target Company within 5 working days after the occurrence of the payment.Further more, all intercompany accounts payable among or between subsidiaries of the Target Company and Subsidiary Companies wholly-owned, controlled of Target Company listed in Annex II and the affiliates of the Transferor and Related Party of Transferor were incurred in the ordinary course of each respective subsidiary’s business with the exception of those listed in Annex VI   Obligations Transfer List which shall be paid by the Transferor.

8.2.11

There is no written notice, nor is the Transferor or the Related Party fo Transferor aware of the treat of any notice from creditors that will cause a mandatory disposal of assets of the Target Company and its related companies listed in Annex I.

8.2.12

as far as the Transferor’s knowledge (refer to the Transferor knows, or should know from making a diligent examination), no material adverse affect occurs or might occur on the basis of reasonable judgment to the existing business, finance or operation on the Target Company and its related companies listed in Annex I.

8.2.13

The Assets Confirmation List (specified in Annex V) of the Target Company and its related companies listed in Annex I provided by Transferor to Transferee is true, accurate and complete.

8.2.14

On the day of December 31, 2009,the Target Company and its related companies listed in Annex I have effective and tradable ownership for all the fixed assets stipulated in Assets Confirmation List, including but not limited to all the machines, constructions, on-going projects, gas pipeline, land and other fixed and current assets. Moreover, the Target Company will still have effective and tradable ownership in the above-mentioned assets and all the acquired assets upon the date of the Completion of the Transfer.

8.2.15

Major assets in operation of the Target Company and its related companies listed in Annex I shall be in good condition and comply with normal standards of gas industry after periodical and proper maintenance.