China-Sichuan-Zitongxi and Zitongdong Blocks Memorandum of Understanding - PetroChina Co. Ltd. and Sunwing Energy Ltd.
MEMORANDUM OF UNDERSTANDING
Between
PETROCHINA COMPANY LIMITED
and
SUNWING ENERGY LTD.
TO CONDUCT
A JOINT FEASIBILITY STUDY
OF ZITONGXI AND ZITONGDONG BLOCK
Signed in Beijing on Feb. 13, 2001
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MEMORANDUM OF UNDERSTANDING (MOU)
Between
PETROCHINA COMPANY LIMITED
and
SUNWING ENERGY LTD.
TO CONDUCT
A JOINT FEASIBILITY STUDY
OF ZITONGXI AND ZITONGDONG BLOCKS
FOR THE PURPOSES OF
ENTERING INTO PETROLEUM CONTRACTS
PetroChina Company Limited (PetroChina) and Sunwing Energy Ltd. (Sunwing) have
the intent to conduct a Joint Feasibility Study (JFS) on the Zitongxi and
Zitongdong Blocks located in Northwestern Sichuan Province. These blocks are
operated by the Southwest Oil and Gasfield Company (SWOG) that is a subsidiary
of PetroChina.
The purpose of conducting the JFS is to study the natural gas and oil reserve
potentials associated with these blocks and if considered feasible, a Petroleum
Contract or Contracts would be entered into between PetroChina and Sunwing. The
Parties (PetroChina and Sunwing) agree that:
1. The Parties will negotiate for the acquisition of a representative
data package for each of the two prospective blocks and adjacent
areas.
2. SWOG and Sunwing will provide geological, geophysical and petroleum
engineering technical experts as agreed, to form a Review Team, led
by a coordinator appointed by Sunwing, to evaluate the data from each
block.
3. The Review Team will conduct the JFS, under terms of a Joint Study
Agreement (JSA) in Sunwing's Calgary or Bakersfield office and in the
SWOG Chengdu office as required. The JSA will be entered into
separately. Following the evaluation of the blocks, the Review Team
will prepare a report to the management of both companies and if
considered feasible, a Petroleum Contract or Contracts would be
entered into between the Parties.
4. Both Parties agree that they will make available members of the
Review Team in a timely manner following the signing of this MOU or
JSA.
5. Both Parties agree that the Review Team should complete the
evaluation and prepare the final report within six (6) months
following the receipt of the data package(s) and necessary sorting
and cataloging of the same.
6. The entire cost of acquiring data, carrying out the JFS and
preparation of the final report, including travel and accommodation
related business expenses associated with SWOG technical specialists
assigned to the Review Team will be borne by Sunwing.
7. Unless otherwise agreed to by the Parties in writing, for a period of
nine (9) months from the signing of this MOU, Sunwing will have the
exclusive right to negotiate with PetroChina for Petroleum Contracts
in these two blocks.
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8. This MOU is written and signed in both Chinese and English and they
have equal power. The Parties hold a copy each.
<TABLE>
<S> <C>
PETRO CHINA COMPANY LIMITED SUNWING ENERGY LTD.
/s/ ZENG XING QIU /s/ ROBERT M. FRIEDLAND
------------------------------------------- -------------------------------------------
Zeng Xing Qiu Robert M. Friedland
General Manager, Co-Chairman
Foreign Cooperation
Administration Department
February 13, 2001 February 13, 2001
</TABLE>
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