This contract is concluded on the 1th day of July 2012 (the “Effective Date”) between(the “Buyer”) and (the “Seller”).

（买方）与（卖方）于二零一二年七月一日（生效日期）订立本合同。

1.SCOPE OF THE CONTRACT 合同目的

The Seller agrees to sell and deliver Coal in bulk and the Buyer agrees to purchase and accept delivery of Coal in bulk at the terms and conditions set out below:

根据下述条款与条件卖方同意售卖和运送散装煤炭而买方同意购买及接受散装煤炭。

2.DEFINITIONS 定义

Actual Calorific Value means:实际热值意即the calorific value of the Coal as stated in the final certificate of analysis basis kcal/kg (NAR);载明于最后检验证的煤炭热值

Affiliates means:分支机构意即in relation to any company or corporation, a Subsidiary or Holding Company of that company or corporation or any other Subsidiary of that company or corporation or of that Holding Company;

Banking Day and Business Day mean:银行工作日和营业日意即any day except a Saturday or Sunday on which banks in the city of New York, New York, USA, are generally open for the conduct of business;

Calorific Value (CV)

means:热值（CV）意即

the calorific value of the Coal expressed in BTU/lb or kcal/kg; Holding Company:控股公

司

has the meaning given to it in the definition of Subsidiary;

INCOTERMS 2010 means:贸易术语2010意即the 2010 edition of the standard trade definitions published by the International Chamber of Commerce;

Kcal/kg means:大卡/公斤

意即

the heating value of coal expressed in kilo-calories per kilogram;

Laytime means:装卸时间

意即

the time allowed for discharging the vessel;

Laycan means:受载期意即the agreed days during which the vessel shall arrive at the port of discharge for the commencement of discharge;

Metric Ton (MT) means:

公吨（MT）意即

1 metric ton of 1,000 kilograms or 2204.6

2 lbs; NAR means:收到的净值Net As Received;

Subsidiary means:子公司意即a company or corporation which, in relation to another company or corporation (a “Holding Company”): (a) is controlled, directly or indirectly, by the Holding Company; (b) more than half the issued share capital of which is beneficially owned, directly or indirectly by the Holding Company; or (c) which is a Subsidiary of another Subsidiary of the Holding Company; and for this purpose, a company or corporation shall be treated as being controlled by a Holding Company if the Holding Company is able to direct its affairs and/or to control the

composition of its board of directors or equivalent body;

US$ means:美元$意即the lawful currency of the United States of America.

3.QUANTITY 数量

One cape-sized shipments of 165,000 Metric Tons +/- 10% in vessel’s option.

一艘好望角型船只165,000公吨正负10%。

4.QUALITY 质量

Colombian original coal in accordance with the following typical spec ifications (the “Coal”):

哥伦比亚原煤符合下述典型规格（煤炭）

Buyer’s Right to Reject买方拒收权

The Buyer has the right to reject the Coal if: 买方有权拒收，如：

▪The loadport Net Calorific Value (as received) result is below 5600 kcal/kg; or 装货港净热值（收到时）低于5600大卡/公斤，或

▪The loadport Sulphur content (as received) result is over 1%; or 装货港含硫量（收到时）高于1%，或

▪The loadport Ash content (as received) result is over 16%. 装货港灰分（收到时）高于16%

5.PRICE 价格

The price per Metric Ton of the Coal shall be calculated as follows:

煤炭的每公吨价格计算如下：

Price 价格

US$ xxx per MT delivered CIF 1 safe port, 1 safe berth in Fangcheng port, Guangxi province, China, basis 5,800 kcal/kg (NAR) with no draft restrictions at discharge port.

每公吨美元$ xxx CIF 一个安全港口，一个在中国广西省防城港的安全、没有吃水限制泊位，基础5,800大卡/公斤（收到时净值）。