URBAN GAS DEVELOPMENT AGREEMENT Party A: Construction Bureau of Jinzhou Town Party B: Beijing Zhong Ran Wei Ye Gas Co., Ltd. Date: November 20, 2003
[Stamp
Tax]
Party
A: Construction Bureau of Jinzhou Town
Party
B: Beijing Zhong Ran Wei Ye Gas Co., Ltd.
Date: November
20, 2003
Contract
SN:
Signatory
Location: Construction
Bureau of Jinzhou Town
Party
A: Construction
Bureau of Jinzhou Town
Party
B: Beijing
Zhong Ran Wei Ye Gas Co., Ltd.
Chapter
I General
Principles
|
1.1
|
WHEREAS,
(i) the Government of Jinzhou Town agrees to authorize Party B
the
exclusive right to develop, construct and operate the pipeline
gas project
in the urban area of Jinzhou County (the “Pipeline
Project”),
(ii) based on the Contact
Law of the People’s Republic of China and
other relevant applicable laws and regulations, and (ii) after
field study
and friendly consultations, the Parties hereby agree as follows
in
relation to the construction of the Pipeline Project in Jinzhou
County
(the “Agreement”).
|
Chapter
II Parties
|
2.1
|
Construction
Bureau of Jinzhou Town (hereinafter referred to as “Party
A”)
|
Legal
address: Shifu
Street
Tel.: (0000)
0000000
| 2.2 |
Beijing
Zhong Ran Wei Ye Gas Co., Ltd. (hereinafter referred to as “Party
B”)
Legal
address: Caizhiguoji Xxxxxxxx Xx.
00 Xxxxxxxxxxxxxxxx Xxxxxx, Xxxxxxx
Xxxxxxxx
Tel.:
(000) 00000000
|
Chapter
III Establishment
of the Company
|
3.1
|
Party
A, authorized by and on behalf of the Government of Jinzhou Town,
agrees
that Party B will be responsible for the urban Pipeline Project
of Jinzhou
Town and the total financing of the Pipeline
Project.
|
| 3.2 |
Name
of the Company: Jinzhou
Town Wei Ye Gas Co., Ltd.
|
|
3.3
|
The
Company as a legal person under the PRC law: is subject to the
jurisdiction and protection of the PRC laws, regulations and relevant
rules (hereinafter referred to as “PRC
laws”),
and is authorized to conduct its business activities in compliance
with
the PRC laws.
|
Chapter
IV Business
Scope
| 4.1 |
Business
Scope of the Company: within
the urban planned area of Jinzhou Town, to: design, construct,
manage,
develop and operate the pipeline network of natural gas and its
auxiliary
facilities, and provide relevant maintenance and emergency repair
services; construct and operate natural gas stations; supply natural
gas
and provide after-sale services to industrial transmission, commercial
construction, civic utility and public transportation; exploit
natural gas
reserves, design for the transportation and transmission thereof,
construct and management the operation related thereto. The company
invests 60 million Yuan for the Pipeline
Project.
|
2
Chapter
V Exclusive
Operating Right
|
5.1
|
Party
A authorizes Party B to execute the pipe natural gas project within
Jinzhou Town and guaranties that Party B has the exclusive right
to
develop and construct the pipe gas project within Jinzhou Town
for 30
years.
|
|
5.2
|
Party
A will consider extending the 30 year exclusive operation term;
provided,
that Party B can ensure the normal supply of gas during such
period.
|
|
5.3
|
If
Party A breaches this Agreement during the term of this Agreement
(which
causes Party B to lose the exclusive operating right granted hereunder),
Party A shall compensate Party B for its projected economic benefits
for
the term of this Agreement.
|
Chapter
VI Rights
& Obligations of the Parties
|
6.1
|
Party
A shall be responsible for the coordination with the local government
and
relevant departments of the government and shall provide the following
warranties to Party B in the form of official government
documents:
|
| 6.1.1 |
to
grant Party B the exclusive right to construct and operate pipe
natural
gas project within the urban planned area of Jinzhou Town for 30
years and
ensure the legality thereof; not to approve any new pipe gas project
during such time; not to approve the construction of a new gas
station or
extending a gas station; to guarantee that the pipeline network
constructed by Party B in Jinzhou Town pursuant to this Agreement
accept
natural gas when the long natural gas pipeline reaches Jinzhou
Town, and
the continual operation of the pipeline
network;
|
| 6.1.2 |
Installation
fee, material fees and gas price.
a.
For residential customers, the installation fee plus material fees
(including IC gas appliance and soft pipe but not natural gas stove)
for a
household shall be RMB 2,200/unit.
(Interim)
|
b.
For
other customers (including plants, restaurants, hotels, governments, armies,
hospitals, schools etc), the installation fee plus material fees shall be
RMB
500/day. The practical situation shall be determined by the exact gas
consumption and referred to the gas supply contract.
3
c.
The
gas price shall be RMB 2.6 per cubic meter. (Interim)
d.
If
there is any adjustment to the national and local charging standards or if
the
market economy develops, the gas price and pipeline transmission tariffs
may be
adjusted accordingly after having been approved by the government department
in
charge of gas pricing.
e.
The
upper limit of the gas price range is set according to the price approved
by the
government departments in charge of gas pricing. The lower limit is set
according to the market affordability.
|
6.1.3
|
to
ensure that Party B shall enjoy the relevant government preferential
policies relating to business investment and raising of capital,
urban
infrastructure construction and land grant in Jinzhou Town. Party
B shall
enjoy preferential charge of Construction Bureau administration
fee.
|
|
6.2
|
Party
A shall be responsible for assisting Party B in the following
matters:
|
| 6.2.1 |
the
application and registration procedures to establish the gas project
company;
|
|
6.2.2
|
the
procedures for land use, planning, fire protection and commencement
of
project construction;
|
|
6.2.3
|
making
available water, electricity and transportation and handle other
infrastructure related matters and assisting Party B to organize
the
design and construction of the
project;
|
|
6.2.4
|
application
of all potentially available tax and administrative fee waivers
and
deductions;
|
|
6.2.5
|
timely
provision of the municipal planning and relevant materials to Party
B upon
its request;
|
|
6.2.6
|
requiring
the inclusion of construction of pipe gas project as part of any
new real
estate development project and any renovation or expansion projects
related thereto in order to obtain the required government approval;
The
government departments that are in charge of urban construction,
planning,
public utilities, real estate must supervise closely to ensure
that pipe
gas projects are designed, constructed and inspected simultaneously
and
together with the principal projects, and can only be constructed
by Party
B, otherwise, such projects shall not be approved for construction,
inspection and no sales permit shall be issued
therefor.
|
|
6.3
|
Party
B’s Responsibilities
|
| 6.3.1 |
raising
funds for the Pipeline Project;
|
4
| 6.3.2 |
construction
of the Pipeline Project; construction of the pipeline network according
to
the municipal planning of Jinzhou Town; construction of the main
pipeline
network to the east of the Xiangyang Street within one year following
the
signing of this Agreement and construction of the main pipeline
network to
the west of the Xiangyang Street within two years following the
signing of
this Agreement;
|
|
6.3.3
|
project
design and construction, and operation management upon completion
of the
Pipeline Project; construction of the gas supply pipes in accordance
with
the urban planning of Jinzhou Town and users’
requests;
|
|
6.3.4
|
ensuring
the continuous and safe gas supply except in the case of force
majeure;
|
|
6.3.5
|
periodic
inspection, repair and maintenance of gas stations and pipelines
inside
and outside residential buildings according to the PRC rules to
ensure
year-round safe operation;
|
|
6.3.6
|
guaranteeing
that the quality of gas supplied hereunder complies with the relevant
PRC
rules;
|
|
6.3.7
|
organizing
project inspection by the relevant parties upon completion of the
Pipeline
Project.
|
Chapter
VII Miscellaneous
Provisions
| 7.1 |
If
Party B causes the Pipeline Project to stop for a long time, Party
A has
the right to cancel party B’s exclusive operating right and exclusive
construction right.
|
| 7.2 |
Should
any Party fail to perform any of its obligations under this agreement
or
materially breach the provisions of this agreement, which causes
the
project company to discontinue its operation or be unable to meet
the
operational purposes of the Pipeline Project as provided under
this
agreement, the breaching Party shall be deemed to have unilaterally
terminated the agreement, and the non-breaching Party shall have,
in
addition to any right to and claim for damages, the right to apply
to the
original approving government authority for the termination of
this
Agreement in accordance with this
Agreement.
|
| 7.3 |
Should
any Party be prevented from performing its obligations under this
agreement due to the occurrence of any event of Force Majeure such
as
earthquake, windstorm, flood, fire, war and any other unforeseeable
event
whose occurrence and consequences are beyond control, such Party
shall
immediately notify the other Party, and within 15 days [following
the
occurrence of such event], provide documents stating the details
of such
event, the reasons for complete or partial nonperformance by such
Party
and documents evidencing the occurrence of such events. Such documents
shall be issued by a notary public institution located at the place
where
such event occurs. The Parties shall negotiate based on the extent
to
which the performance of this Agreement has been
affected.
|
5
| 7.4 |
There
are four originals of this agreement. Each party holds two
originals.
|
| 7.5 |
This
Agreement shall not be binding upon any Party unless signed by
the
Parties.
|
| Party A (Seal): _Sealed | Party B (Seal): Sealed |
| Representative (Signature): Signed | Representative (Signature): Signed |
| Date: November 20, 2003 | Date: November 20, 2003 |
6
Appendix
Party
A: Construction
Bureau of Jinzhou Town
Party
B: Beijing
Zhong Ran Wei Ye Gas Co., Ltd.
To
develop the urban construction of Jinzhou Town, Party B agrees to charge
every
new household 000 XXX for the exclusive right fee paid to Party A. After
this
Agreement is signed by both parties and binding, Party A shall assist Party
B to
register a subsidiary company. The subsidiary company shall pay Party A RMB
250
thousand as prepayment of exclusive right fee after it is
incorporated.
| Party A (Seal):Sealed | Party B (Seal): Sealed |
| Representative (Signature): Signed | Representative (Signature): Signed |
| Date: November 20, 2003 | Date: November 20, 2003 |
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