Cooperative Joint Venture Contract
SES (Zaozhuang) New Gas Company Ltd
Shandong Hai Hua Coal & Chemical Company Ltd
Synthesis Energy Systems Investments, Inc.
This Cooperative Joint Venture Contract (the “ Contract ”) is executed on 6 July 2006 by and between the
Shandong Hai Hua Coal & Chemical Company Ltd (“ Hai Hua ”); and
Synthesis Energy Systems Investments, Inc. (“ SES ”)
The JV Company seeks, in the spirit of economic cooperation and technological exchange, to rely on the industry
and market advantages in Zaozhuang City, Shandong Province and the amiable investment environment and
favourable investment policy in Xue Cheng Industrial Development Zone, and to benefit from favorable policies
on comprehensive utilization of resources, gangue, and the development of clean coal technologies, all of which
are highly encouraged by the Chinese government. The JV Company’s plant will use advanced equipment,
technology and management systems to produce synthesis gas and steam in an economical and environemtally
friendly manner. The JV Company seeks satisfactory economic returns through quality and price competitiveness.
Hai Hua and SES have entered into this Contract in the spirit of equality and mutual benefit through friendly
consultations and in accordance with the “Law of the People’s Republic of China on Sino-Foreign Cooperative
Joint Ventures”, the “Detailed Rules for the Implementation of the Law of the PRC on Sino-Foreign Cooperative
Joint Ventures”, and other Chinese laws and regulations.
This Contract and the Articles of Association shall take effect as of the date of approval by the examination and
Parties to the Contract
Article 1 The parties to this Contract (the “Parties” or a “Party”) are:
Shandong Hai Hua Coal & Chemical Company Ltd. a company established and registered under the laws of the
People’s Republic of China (the “