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History and Corporate Structure

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History and Corporate Structure THIS WEB PROOF INFORMATION PACK IS IN DRAFT FORM. The information contained in it is incomplete and is subject to change. This Web Proof Information Pack must be read in conjunction with the section headed “Warning” on the cover of this Web Proof Information Pack. HISTORY AND CORPORATE STRUCTURE HISTORY On December 16, 1997, GOC, an Independent Third Party, and CNPC entered into the original production sharing contracts in relation to the Daan and Miao 3 oilfields. GOC is an investment holding company incorporated in the Bahamas owned by a number of Australian shareholders, some of whom have experience in the oil industry, and its only oil/gas asset is its interest in the three production sharing contracts. On September 25, 1998, GOC and CNPC entered into the original production sharing contract in relation to the Moliqing oilfield. Pursuant to an assignment agreement entered into between CNPC and its subsidiary, PetroChina, on December 23, 1999, CNPC assigned to PetroChina most of its commercial and operational rights and obligations under the three production sharing contracts. GOC became the foreign contractor and the operator of the three oilfields pursuant to these production sharing contracts. Under the assignment agreement, CNPC retained certain specific rights in relation to the three production sharing contracts in the following aspects: (i) any amendment to material provisions of the production sharing contracts which requires the approval by the MOFCOM shall be reported to CNPC and be referred by CNPC to the original examination and approval authorities; (ii) the application for approval of the overall development plan for the oilfields shall be submitted to the relevant government authorities by CNPC; (iii) the coordination of any cross-boundary problems relating to the three oilfields under the production sharing contracts shall be handled by CNPC; (iv) the ownership right to any information obtained during the operation of the oilfields belongs to CNPC who also determines the period during which such information remains confidential; and (v) confirmation of the relinquishment of contract area. On September 25, 2000, GOC and Microbes Inc., an Independent Third Party and a corporation organized under the laws of the State of Delaware, entered into farm-out agreements under which GOC transferred to Microbes Inc. 90% of GOC’s interest in the production sharing contracts for the three oilfields. On the same day, GOC and Microbes Inc. entered into an operating agreement to transfer GOC’s operatorship to Microbes Inc. for the three oilfields. Under the operating agreement, the respective rights and obligations of GOC and Microbes Inc. were set out mainly in the areas of working capital contributions, project management and project financing in relation to the three oilfields under the production sharing contracts. As a result, Microbes Inc. became the sole operator of the three oilfields and one of the two foreign contractors under the production sharing contracts. Microbes Inc. was entitled to appoint representatives on behalf of the foreign contractors, being GOC and Microbes Inc., to the joint management committee. Pursuant to the farm-out agreements, GOC continued to hold a 10% interest in the foreign contractors’ entitlement and obligations in the oil production from each of the three oilfields under the production sharing contracts. Pursuant to the farm-out agreements and the operating agreement, on October 25, 2000, CNPC entered into agreements with GOC and Microbes Inc. to modify each of the production sharing contracts to reflect the transfer of operatorship to Microbes Inc. Pursuant to such modification agreements, the parties agreed that Microbes Inc. will act as operator for each of the three oilfields and as a result GOC became a passive contractor in relation to each of the three oilfields. The transfer became effective following the approval of the Ministry of Foreign Trade and Economic Cooperation in November 2000. On May 26, 2001, Microbes Inc. transferred all of its rights and obligations in each of the three production sharing contracts to MIE, which was then Microbes Inc.’s wholly owned subsidiary, and MIE and GOC became the foreign contractors under the three production sharing contracts. Under a sale and purchase agreement dated August 11, 2003, Microbes Inc. transferred its entire 100% equity interest in MIE to FEEL, a Hong Kong incorporated company established by Mr. Zhang, our executive Director, our chairman and chief executive officer, Mr. Zhao, our executive Director, our vice chairman and senior vice president and Mr. Shang, for an initial consideration of US$2,134,600, based on arm’s length discussions and negotiations among the parties with reference to the then current market conditions and oil price. Mr. Zhang, Mr. Zhao and Mr. Shang first became acquainted with Microbes Inc. when a company collectively managed by them was engaged as a general contractor to provide services such as drilling services, well – 66 – THIS WEB PROOF INFORMATION PACK IS IN DRAFT FORM. The information contained in it is incomplete and is subject to change. This Web Proof Information Pack must be read in conjunction with the section headed “Warning” on the cover of this Web Proof Information Pack. HISTORY AND CORPORATE STRUCTURE logging and fracturing to Microbes Inc. This company has since been liquidated. The consideration under the sale and purchase agreement was made by FEEL through a loan, which was provided by a friend of Mr. Zhang and was subsequently repaid in 2003. In addition, as part of the consideration, Microbes Inc. was entitled to ongoing payments calculated as an amount equal to approximately 12% interest of the net oil revenue from the Daan oilfield and an amount ranging from 5% to 15% of the net oil revenue from the Moliqing and Miao 3 oilfields. Net oil revenue is defined as “the monthly oil revenue to be obtained by MIE from each of these oilfields, after deducting PetroChina’s share, taxes (including value added tax), monthly amortised fees, production cost and GOC share”. As the transaction was between Microbes Inc. and FEEL, there was no accounting impact on our company’s financial statements. Based on arm’s length negotiations after taking into consideration the oil prices and the market conditions at that time, on May 19, 2008, Microbes Inc. agreed to accept a one-time payment from FEEL of US$20 million in settlement and full satisfaction of any outstanding payments and all outstanding obligations, including future ongoing payments. The payment was made in full on August 1, 2008. On June 30, 2005 and September 22, 2005, FEEL and MIE entered into a cooperation agreement and a share purchase agreement, respectively, with Full Fame Enterprise Limited, an Independent Third Party and an investment holding company incorporated in the British Virgin Islands with limited liability and ვБ፱๕ʱБ) (formerly؍an indirect wholly owned subsidiary of Bank of Jilin Liaoyuan Branch (Λ ٰٟ͜΅Ϟࠢʮ̡)). Pursuant to the cooperationڦknown as Liaoyuan City Credit Union (፱๕̹̹۬ agreement, Full Fame Enterprise Limited shall assist MIE in obtaining financings for MIE in connection with the development and construction of the Daan oilfield, such as presenting and promoting MIE to financial institutions and assisting MIE to prepare documents and other materials in relation to such loan. FEEL shall, in return, transfer its 17% interest in MIE to Full Fame Enterprise Limited upon the obtaining of financings from financial institutions arranged by Full Fame Enterprise Limited for MIE. In addition, MIE shall provide timely assistance in such share transfer by FEEL to Full Fame Enterprise Limited and in the provision of relevant financial and other information as requested by the relevant financial institutions. As a result, upon the obtaining of a loan facility of RMB300 million from Bank of Jilin Liaoyuan Branch, FEEL converted 8,500 ordinary shares that it owned in MIE, representing a 17% interest in MIE, into ordinary shares with preferred rights and transferred the ordinary shares with preferred rights to Full Fame Enterprise Limited. The RMB300 million loan was determined with reference to our annual work program and after taking into consideration the oil prices and the market conditions at the time of the application of the loan. The 17% interest in MIE was determined based on the loan facility amount and was required as security for the loan. The RMB300 million loan facility from Bank of Jilin Liaoyuan Branch was fully drawn down and full repayment was made in December 2007. Consequent to the full repayment, on June 19, 2008, FEEL, MIE and Full Fame Enterprise Limited entered into termination agreements to terminate their respective rights and obligations under the cooperation agreement and the share purchase agreement. As a result, on June 19, 2008, FEEL purchased 8,500 ordinary shares with preferred rights in MIE from Full Fame Enterprise Limited, representing its then entire interest in MIE, for a consideration of US$1 million, based on arm’s length discussions and negotiations among the parties and Full Fame Enterprise Limited ceased to be a shareholder of MIE. As advised by our PRC legal counsel, Zhong Lun Law Firm, all the above relevant transfers, assignments, modifications, waivers and terminations within the PRC have complied with all relevant PRC rules and regulations. Our company was incorporated in the Cayman Islands on March 20, 2008 as an investment holding company with limited liability. Our company’s initial authorized share capital was US$50,000, divided into 50,000 Shares of US$1.00 each, of which one share was allotted and issued to Mapcal Limited as the sole shareholder. The one share held by Mapcal Limited was transferred to FEEL on April 1, 2008. As a result, FEEL held one ordinary share in our company, representing 100% of our then issued share capital. – 67 – THIS WEB PROOF INFORMATION PACK IS IN DRAFT FORM.
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