This Operating Agreement (this “Agreement”) is dated August 17, 2007 and effective as of March 8,
2006, and is entered into between and among Shaanxi Xilan Natural Gas Equipment Co.,Ltd. , a company
incorporated under the laws of the PRC (“Party A”), located at 3 floor, No.6 Xianmen Road, Xi'an Lantian
County, Xi’an Shaanxi Province, China, and Xi'an Xilan Natural Gas Co.,Ltd . , a company with joint stock
limited liability organized under the laws of the PRC (“Party B”), with a registered address at 19 th floor, Van
Metropolis B, Tangyan RD,Hi-techZone, Xi’an, Shanxi Province, China, and each of the shareholders of Party B
listed on Appendix 1 (“ Shareholders ”). Party A, Party B, Chairman and Shareholders are collectively referred
to in this Agreement as the “ Parties .”
NOW THEREFORE, all parties of this Agreement hereby mutually agree as follows:
1. Party A has technological expertise in natural gas transportation and machinery.
2. Party B is a natural gas company with joint stock limited liability duly incorporated in Xi’an, Shanxi Province
under PRC law.
3. The Chairman is the chairman and a shareholder of Party B; the Shareholders are shareholders of Party B.
Chairman and Shareholders collectively own over 50% of the equity interests of Party B;
4. Party A has established a business relationship with Party B by entering into the “Consulting Services
Agreement” (hereinafter referred to as the “ Services Agreement ”);
5. Pursuant to the above-mentioned agreement between Party A and Party B, Party B shall pay certain
consulting fees to Party A.
6. The Parties are entering into this Agreement define and clarify the relationship between Party A and Party B,
relating to Party B’s operations.
1. Party A agrees, subject to the satisfaction of the relevant provisions by Party B herein, as the guarantor for
Party B in the contracts, agreements or transacti