Shell and Xinjiang Guanghui Energy Sign LNG Cooperation Intent

On May 31, 2013, Guanghui Energy announced that the company's holding subsidiary, Guanghui Energy Integrated Logistics Development Co., Ltd. (QIDD), recently signed with Shell (China) Co., Ltd. “About Qidong LNG Distribution and Transfer Station. The project's letter of intent for cooperation, Shell is interested in participating in project cooperation after the second phase of the “Nantonggang Lüsigang District Guanghui Energy LNG Distribution and Transfer Station” project that Guanghui is planning to build has already had LNG import conditions.

It is reported that this cooperation project will be constructed in three phases. The first-phase design capacity is 600,000 tons per year, mainly for LNG storage and transshipment; the second-phase design capacity is 1.5 million tons per year, with LNG import and export capability; The design capacity is 3.5 million tons per year, with gasification pipeline system facilities and pipeline export capacity. The first phase of the project has obtained the support of the National Development and Reform Commission and the principled consent of the Jiangsu Provincial Energy Bureau, and will begin construction within the year.

The two parties will further exchange and negotiation, with a view to facilitating the signing of a binding cooperation agreement within 4 months after the signing of this letter of intent as soon as possible; the following is the text of the letter of intent for cooperation:

●Cooperative background:

Guanghui is in the process of preparing for the construction of the “Nantonggang Lüsigang District Guanghui Energy LNG Distribution and Transfer Station” project in Qidong City, Jiangsu Province (the “Project”). The project will be constructed in three phases. The design capacity of the first phase is 600,000 tons per year, mainly for storage and transshipment of “liquefied natural gas” (“LNG”); the design capacity for the second phase is 1.5 million tons per year, with LNG import and export capability The third-phase design capacity is 3.5 million tons per year, with gasification pipeline transmission system facilities and pipeline export capacity. The first phase of the project has obtained the support of the National Development and Reform Commission and the principled consent of the Jiangsu Provincial Energy Bureau, and will begin construction within the year.

●Scope of cooperation:

1. Project Cooperation Considering the current issues and status quo of project construction approval and construction, it is recommended that Guanghui undertake the approval and construction of the Phase I and Phase II projects on schedule. Shell is interested in participating in project operations after the second phase of the project has acquired LNG import conditions (including but not limited to government approvals, engineering facilities, waterway depth, etc.). The two sides are willing to explore the feasibility of operating the project with appropriate cooperation methods (such as forming a joint venture company, etc.), and the joint venture company can be controlled by Guanghui. The specific time and method of intervention will be agreed separately. At the same time, in order to better implement the design and construction of the first phase of the project, Shell is willing to consider providing preliminary and necessary technical and business support in the first phase of the project. The specific terms are mutually agreed by the parties.

2. LNG Supply and Import The two parties are willing to explore the feasibility of importing LNG from Shell affiliates in an appropriate manner (such as the formation of a joint venture company). Shell is willing to provide a competitive supply of LNG resources for the project. Both parties believe that the LNG import contract method can be diversified. For example, it can be considered to be composed of medium, short-term and spot supply, and the supply volume will be determined through further consultation between the parties. According to the increase in the project's import capacity, the specific procurement model can also consider diversification.

3. Sales of LNG The two sides are willing to discuss different forms of LNG wholesale and sales cooperation (such as the formation of a joint venture, etc.). In principle, the sales cooperation between the parties begins with the execution of the LNG import contract. In the case of the formation of a joint venture company, the two parties consider the joint venture company as the main selling entity to sell the purchased LNG. In the case that the joint venture's annual purchase sales volume meets, the wealthy turnover capacity can be purchased separately by all parties and sold separately by all parties.

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