20-F

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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIALS STATEMENTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)
o	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
or
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2010.
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                         t o
or
o	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number: 001-34913

SinoTech Energy Limited
(Exact name of Registrant as specified in its charter)

N/A
(Translation of Registrant's name into English)

Cayman Islands
(Jurisdiction of incorporation or organization)

3/F, No. 19 Ronghua South Road
Beijing Economic-Technological Development Area
Beijing 100176
People's Republic of China
(Address of principal executive offices)

Guoqiang Xin, Chief Executive Officer
3/F, No. 19 Ronghua South Road
Beijing Economic-Technological Development Area
Beijing 100176
People's Republic of China
Telephone: +(86 10) 8712-5555
Facsimile: +(86 10) 8712-5500
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
American Depositary Shares, each representing two ordinary shares	The NASDAQ Stock Market LLC
Ordinary shares, par value US$0.0001 per share	The NASDAQ Stock Market LLC*

*

Not for trading, but only in connection with the listing on The NASDAQ Global Select Market of American Depositary Shares representing such ordinary shares.

Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)

           Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: one (1) share, par value US$1.00 per share. On October 12, 2010, the shares of SinoTech Energy Limited were redesignated into ordinary shares and its authorized share capital of US$50,000 divided into 50,000 shares of par value US$1.00 each was subdivided into 500,000,000 shares of par value US$0.0001 each. Pursuant to a share swap, on October 12, 2010, SinoTech Energy Limited became the sole shareholder of Superport Limited when it issued 99,990,000 ordinary shares to the existing shareholders of Superport Limited in exchange for all of the outstanding shares of Superport Limited.

           Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes    ý No

           If this report is an annual or transaction report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. o Yes    ý No

           Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý Yes    o No

           Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes    o No

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer

o Large accelerated filer o Accelerated filer ý Non-accelerated filer
(Do not check if a
smaller reporting company) o Smaller reporting company

           Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

ý U.S. GAAP        o International Financial Reporting Standards as issued        o Other
by the International Accounting Standard Boards

           If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. o Item 17    o Item 18

           If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes    ý No

TABLE OF CONTENTS

	Page
Special Note Regarding Forward-Looking Statements		1
Certain Conventions		1
Part I		2
Item 1. Identity of Directors, Senior Management and Advisors		2
Item 2. Offer Statistics and Expected Timetable		2
Item 3. Key Information		3
Item 4. Information on the Company		32
Item 4A. Unresolved Staff Comments		57
Item 5. Operating and Financial Review and Prospects		57
Item 6. Directors, Senior Management and Employees		79
Item 7. Major Shareholders and Related Party Transactions		87
Item 8. Financial Information		91
Item 9. The Offer and Listing		92
Item 10. Additional Information		93
Item 11. Quantitative and Qualitative Disclosures about Market Risk		102
Item 12. Description of Securities Other Than Equity Securities		103
Part II		104
Item 13. Defaults, Dividend Arrearages and Delinquencies		104
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds		104
Item 15. Controls and Procedures		104
Item 16A. Audit Committee Financial Expert		105
Item 16B. Code of Ethics		105
Item 16C. Principal Accountant Fees and Services		105
Item 16D. Exemptions from the Listing Standards for Audit Committees		106
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers		106
Item 16F. Change in Registrant's Certifying Accountant		106
Item 16G. Corporate Governance		107

i

	Page
Part III		107
Item 17. Financial Statements		107
Item 18. Financial Statements		107
Item 19. Exhibits		108
Exhibit 4.65
Exhibit 4.66
Exhibit 4.67
Exhibit 4.68
Exhibit 4.69
Exhibit 4.70
Exhibit 4.71
Exhibit 8.1
Exhibit 11.1
Exhibit 12.1
Exhibit 12.2
Exhibit 13.1
Exhibit 13.2
Exhibit 15.1

ii

Special Note Regarding Forward-Looking Statements

        This annual report contains forward-looking statements that involve risks and uncertainties, including statements based on our current expectations, assumptions, estimates and projections about us and our industry. These statements relate to events that involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. In some cases, these forward-looking statements can be identified by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The forward-looking statements included in this annual report relate to, among others:

•

our goals and strategies;

•

our future business development, growth of our operations, financial condition and results of operations;

•

our ability to introduce successful new services and attract new clients;

•

growth of the enhanced oil recovery services market in the PRC and worldwide;

•

our beliefs regarding our strengths and strategies;

•

changes in the oil services industry in the PRC, including changes in the policies and regulations of the PRC government governing the oil services industry;

•

our access to current or future financing arrangements;

•

our planned use of proceeds; and

•

fluctuations in general economic and business conditions in the PRC.

        This annual report also contains market data relating to the EOR services industry in the PRC and worldwide, that includes projections based on a number of assumptions. The EOR services industry in the PRC and worldwide may not grow at the rates projected by market data, or at all. The failure of these markets to grow at the projected rates may have a material adverse effect on our business and the market price of our ADSs. If any one or more of the assumptions underlying the market data turns out to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

        The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. Except as required by law, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

Certain Conventions

        Except where the context otherwise requires and for purposes of this annual report only:

•

"$", "US$" and "U.S. dollars" are to the legal currency of the United States;

•

"ADSs" are to our American depositary shares, each of which represents two ordinary shares of our company;

•

"ADRs" are to American depositary receipts, which, if issued, evidence our ADSs;

•

"China" and the "PRC" are to the People's Republic of China, excluding, for the purposes of this annual report only, Taiwan and the special administrative regions of Hong Kong and Macau;

1

•

"shares" and "ordinary shares" are to our ordinary shares, par value $0.0001 per share, of our company;

•

"RMB" and "Renminbi" are to the legal currency of the PRC;

•

"TNH" are to Tianjin New Highland Science and Technology Development Co., Ltd., our operating subsidiary in the PRC; and

•

"we," "us," "our company" and "our" refer to SinoTech Energy Limited and its subsidiaries and affiliated PRC entity, as the context requires.

        This annual report contains translations of certain Renminbi amounts into U.S. dollars at specified rates. For all dates through December 31, 2008, all translations from Renminbi to U.S. dollars were made at the noon buying rate in the City of New York for cable transfers in Renminbi per U.S. dollar as certified for customs purposes by the Federal Reserve Bank of New York, or the noon buying rate. For January 1, 2009 and all later dates and periods, the exchange rate refers to the noon buying rate as set forth in the H.10 statistical release of the Federal Reserve Board. Unless otherwise stated, the translation of Renminbi into U.S. dollars has been made at the noon buying rate in effect on September 30, 2010, which was RMB6.6905 to $1.00. We make no representation that the Renminbi or U.S. dollar amounts referred to in this annual report could have been or could be converted into U.S. dollars or Renminibi, as the case may be, at any particular rate or at all. On March 25, 2011, the noon buying rate was RMB6.5568 to $1.00.

Part I

Item 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

        Not Applicable

Item 2.    OFFER STATISTICS AND EXPECTED TIMETABLE

        Not Applicable

2

Item 3.    KEY INFORMATION

A. SELECTED FINANCIAL DATA

		Predecessor													Successor
		Fiscal Year Ended September 30, 2006			Fiscal Year Ended September 30, 2007			Period from October 1, 2007 to October 12, 2007(3)			Fiscal Year Ended September 30, 2008		Period from October 1, 2008 to May 5, 2009		Period from May 6, 2009 to September 30, 2009		Fiscal Year Ended September 30, 2010
		(unaudited)			(audited)			(audited)			(audited)		(audited)		(audited)		(audited)
Sales
	LHD	$			$	—		$	84,402		$	11,343,635	$	9,073,401	$	5,270,010	$	21,200,906
	MDF					14,683,134			718,596			20,023,069		13,869,440		9,999,937		19,410,848
	Traditional(1)					10,217,930			—			—		—		—		—
	Consulting					—			—			—		—		—		4,697,920
Sales		$	20,097,336		$	24,901,064		$	802,998		$	31,366,704	$	22,942,841	$	15,269,947	$	45,309,674
Cost of sales			7,914,501			8,480,492			312,039			11,749,643		8,286,681		5,543,385		10,389,268
Gross profit			12,182,835			16,420,572			490,959			19,617,061		14,656,160		9,726,562		34,920,406
Operating expenses			580,272			3,248,089			354,006			5,172,972		2,815,196		3,034,852		10,847,743
Operating income			11,602,563			13,172,483			136,953			14,444,089		11,840,964		6,691,710		24,072,663
Other income and expenses
	Gain on disposal of equipment		—			21,142			3,572			113,717		72,572		49,079		122,056
	Interest income		167,156			68,260			—			81,726		33,403		88,544		238,623
	Foreign exchange gain		—			—			—			—		—		—		445,719
	Changes in fair value of warrant liabilities		—			—			—			—		—		—		(25,000,000	)
	Interest expenses		(443,609	)		(298,743	)		—			—		—		—		(8,085,903	)
Other income and expenses			(276,453	)		(209,341	)		3,572			195,443		105,975		137,623		(32,279,505	)
Net income (loss) from operations before income taxes			11,326,110			12,963,142			140,525			14,639,532		11,946,939		6,829,333		(8,206,842	)
Income tax expense			3,421,152			4,849,977			50,880			2,996,428		2,640,953		1,609,125		5,477,884
Net income (loss) for the period			7,904,958			8,113,165			89,645			11,643,104		9,305,986		5,220,208		(13,684,726	)
Other comprehensive income (loss)
Translation adjustment			245,902			1,061,473			(2,365	)		3,661,210		244,717		3,301,824		2,185,419
Comprehensive income (loss) for the period		$	8,150,860		$	9,174,638		$	87,280		$	15,304,314	$	9,550,703	$	8,522,032	$	(11,499,307	)
Earnings per share—basic			—			—			—		$	116,431	$	93,060	$	0.05	$	(0.14	)
Weighted average number of ordinary shares outstanding			—			—			—			100		100		100,000,000		100,000,000
Other Financial Data:
Adjusted EBITDA(2)		$	11,622,695		$	17,149,847		$	183,537		$	17,918,050	$	14,060,613	$	9,450,627	$	31,912,839

(1)

Represents sales for services using traditional methods used by EOR services providers such as desanding and sand control, acidization, vis-breaking and profile controlling.

(2)

Adjusted EBITDA refers to earnings before income tax expenses (benefits), interest income, interest expenses, depreciation of equipment, amortization of intangible assets and other adjustments. Other adjustments comprise of write down in value of equipment, gain on disposal of equipment, foreign exchange gain and changes in fair value of warrant liabilities. See below for a reconciliation of Adjusted EBITDA to net income (loss) for the period.

(3)

This reflects the operating results for the period from October 1, 2007 to October 12, 2007 of TNH before the acquisition by International Petroleum on October 12, 2007.

3

        We include in this annual report the non-U.S. GAAP financial measure Adjusted EBITDA. We provide a reconciliation of Adjusted EBITDA to net income (loss) for the period, our most directly comparable financial performance calculated and presented in accordance with U.S. GAAP. Adjusted EBITDA refers to earnings before income tax expense (benefit), interest income, interest expenses, depreciation of equipment, amortization of intangible assets and other adjustments. Other adjustments comprise of write down in value of equipment, gain on disposal of equipment, foreign exchange gain and changes in fair value of warrant liabilities.

        Adjusted EBITDA is not a standard measure under U.S. GAAP. We have included Adjusted EBITDA as we believe it is a financial measure commonly used in the oil and gas industry. We believe that Adjusted EBITDA is often used as supplemental financial measures by our management and by investors, research analysts and others, to assess our intrinsic operating performance and return on capital as compared to those of other companies in our industry, without regard to financing or capital structure. However, Adjusted EBITDA should not be considered in isolation or construed as an alternative to income from operations or any other measure of performance or as an indicator of our operating performance or profitability. Adjusted EBITDA fails to account for tax, interest income, bank loan interest and other non-operating cash expenses. The use of Adjusted EBITDA has certain limitations because it does not reflect all items of income and expense that affect our operations. Items excluded from Adjusted EBITDA are significant components in understanding and assessing our operating and financial performance. Depreciation, amortization, income taxes expenses, interest expenses and interest income as well as changes in fair value of warrant liabilities have been and may continue to be incurred in our business and are not reflected in the presentation of Adjusted EBITDA. Each of these items should also be considered in the overall evaluation of our results. Additionally, Adjusted EBITDA does not consider capital expenditures and other investing activities and should not be considered as a measure of our liquidity. We compensate for these limitations by reconciling this non-GAAP financial measure to the most comparable U.S. GAAP performance measure, all of which should be considered when evaluating our performance.

        The term Adjusted EBITDA is not defined under U.S. GAAP, and Adjusted EBITDA is not a measure of net income, operating income, operating performance or liquidity presented in accordance with U.S. GAAP. When assessing our operating and financial performance, you should not consider such data in isolation or as a substitute for our net income, operating income or any other operating performance measure that is calculated in accordance with U.S. GAAP. Further, our Adjusted EBITDA may differ from similarly titled non-GAAP measures used by other companies, including peer companies, because all companies may not calculate Adjusted EBITDA in the same manner and therefore comparability may be limited. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.

4

        The following unaudited table presents a reconciliation of Adjusted EBITDA to net income (loss) for the period for each of the periods indicated.

	Predecessor															Successor
	Fiscal Year Ended September 30, 2006			Fiscal Year Ended September 30, 2007			Period from October 1, 2007 to October 12, 2007			Fiscal Year Ended September 30, 2008			Period from October 1, 2008 to May 5, 2009			Period from May 6, 2009 to September 30, 2009			Fiscal Year Ended September 30, 2010
Net income (loss) for the period	$	7,904,958		$	8,113,165		$	89,645		$	11,643,104		$	9,305,986		$	5,220,208			(13,684,726	)
Income tax expense		3,421,152			4,849,977			50,880			2,996,428			2,640,953			1,609,125			5,477,884
Interest income		(167,156	)		(68,260	)		—			(81,726	)		(33,403	)		(88,544	)		(238,623	)
Interest expenses		443,609			298,743			—			—			—			—			8,085,903
Depreciation of equipment		20,132			2,014,251			46,584			783,818			502,864			360,276			1,507,331
Amortization of intangible assets		—			—			—			2,690,143			1,716,785			2,398,641			6,332,845
Other adjustments(1)		—			1,941,971			(3,572	)		(113,717	)		(72,572	)		(49,079	)		24,432,225
Adjusted EBITDA	$	11,622,695		$	17,149,847		$	183,537		$	17,918,050		$	14,060,613		$	9,450,627		$	31,912,839

(1)

Other adjustments comprise of write down in value of equipment, gain on disposal of equipment, foreign exchange gain, and changes in fair value of warrant liabilities.

5

		Predecessor						Successor
		September 30, 2006		September 30, 2007		September 30, 2008		September 30, 2009		September 30, 2010
		(unaudited)		(audited)		(audited)		(audited)		(audited)
ASSETS
CURRENT
	Cash and cash equivalents	$	2,889,364	$	9,041,636	$	9,188,455	$	26,170,565	$	43,826,024
	Accounts receivable		1,964,832		6,285,886		12,505,081		8,618,646		20,119,753
	Other receivable		—		—		—		50,080		51,112
	Inventories		1,376,439		14,385		13,145		—		—
	Prepaid expenses and deposit		2,183,185		5,727		8,442,775		14,808,502		10,178,924
			8,413,820		15,347,634		30,149,456		49,647,793		74,175,813
Long term investment			2,844,450		—		—		—		—
Equipment, net			492,833		20,582,504		11,559,660		13,489,808		64,286,601
Advance for purchase of equipment			14,589,247		—		—		—		—
Due from related parties			662,343		—		—		—		—
Intangible assets, net			—		—		17,327,353		32,077,027		26,770,105
		$	27,002,693	$	35,930,138	$	59,036,469	$	95,214,628	$	165,232,519
LIABILITIES
CURRENT
	Bank note	$	5,878,530		—		—		—		—
	Accounts payable		—		1,576,470		607,767		1,293,701		—
	Other payables and accrued liabilities		4,350,642		1,051,933		1,414,379		1,758,320		2,417,620
	Loan interest payable		—		—		—		—		763,248
	Income taxes payable		928,507		1,429,300		1,302,539		1,427,734		3,541,873
	Deferred gain on disposal of equipment—current portion		—		110,732		121,424		121,740		17,133
	Obligation under capital lease—current portion		—		—		3,680		3,986		4,395
	Due to related parties		—		149,838		5,255,884		5,170,946		8,206,578
			11,157,679		4,318,273		8,705,673		9,776,427		14,950,847
Bank loan			—		—		—		—		12,082,499
Deferred gain on disposal of equipment			—		236,734		138,167		16,787		—
Obligation under capital lease			—		—		14,129		10,179		5,994
Warrant liabilities			—		—		—		—		69,020,000
Deferred tax liability			—		—		2,103,235		6,485,378		5,030,055
Commitments and contingencies			—		—		—		—		—
SHAREHOLDERS' EQUITY
Common stock (2006, 2007: TNH—paid in capital 2008: International Petroleum—250,000 shares authorized, 5,000 shares each HK$1 issued and outstanding; 2009, 2010: SinoTech—500,000,000 shares authorized, 100,000,000 shares each $0.0001 issued and outstanding)			4,379,386		4,379,386		643		10,000		10,000	(1)
Additional paid in capital			—		6,355,479		32,770,308		70,393,825		67,110,399
Accumulated other comprehensive income			314,236		1,375,709		3,661,210		3,301,824		5,487,243
Retained earnings (accumulated deficit)			11,151,392		19,264,557		11,643,104		5,220,208		(8,464,518	)
Total equity			15,845,014		31,375,131		48,075,265		78,925,857		64,143,124
	Total liabilities and equity	$	27,002,693	$	35,930,138	$	59,036,469	$	95,214,628	$	165,232,519

(1)

On June 9, 2010, the shareholders of Superport incorporated SinoTech to hold 100% of the equity interest in Superport. As SinoTech was incorporated for the purpose of being an intermediate holding vehicle between Superport and the ultimate shareholders, the incorporation of SinoTech and the transfer of equity interests in Superport to SinoTech is treated as a pooling of interest as the ultimate shareholders before and after the acquisition of Superport by SinoTech is the same. On October 12, 2010, as part of a corporate reorganization, SinoTech issued 99,990,000 ordinary shares with par value of US$0.0001 each, to all the shareholders of Superport in exchange for all their beneficial interests in Superport.

6

Exchange Rate Information

        This annual report contains translations of Renminbi amounts into U.S. dollars at specific rates solely for the convenience of the reader. The conversion of Renminbi into U.S. dollars in this annual report is based on the noon buying rate in the City of New York for cable transfers of Renminbi as certified for customs purposes by the Federal Reserve Bank of New York. Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this annual report were made at a rate of RMB6.6905 to $1.00, the noon buying rate in effect as of September 30, 2010. The noon buying rate as of March 25, 2011 was RMB6.5568 to $1.00. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, the rates stated below, or at all.

        The following table sets forth information concerning exchange rates between Renminbi and the U.S. dollar for the periods indicated. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this annual report or will use in the preparation of our periodic reports or any other information to be provided to you.

		Renminbi per U.S. dollar noon buying rate
Period(1)		Period end		Average(2)		High		Low
		(RMB per $1.00)
2006			7.8041		7.9579		8.0702		7.8041
2007			7.2946		7.5806		7.8127		7.2946
2008			6.8225		6.9193		7.2946		6.7800
2009			6.8259		6.8307		6.8470		6.8176
2010			6.6000		6.7603		6.8330		6.6000
	Most recent six months:
	September 2010		6.6905		6.7396		6.8102		6.6869
	October 2010		6.6707		6.6678		6.6912		6.6397
	November 2010		6.6670		6.6538		6.6892		6.6330
	December 2010		6.6000		6.6497		6.6745		6.6000
	January 2011		6.6017		6.5964		6.6364		6.5809
	February 2011		6.5713		6.5761		6.5965		6.5520
	March 2011 (through March 25, 2011)		6.5568		6.5660		6.5743		6.5510

(1)

For all dates through December 31, 2008, exchange rates between Renminbi and U.S. dollars are presented at the noon buying rate in the City of New York for cable transfers in Renminbi per U.S. dollars as certified for customs purposes by the Federal Reserve Bank of New York. For January 1, 2009 and all later dates and periods, the exchange rate refers to the noon buying rate as set forth in the H.10 statistical release of the U.S. Federal Reserve Board.

(2)

Annual averages are calculated using the average of the rates on the last business day of each month during the relevant year. Monthly averages are calculated using the average of the daily rates during the relevant month.

B. CAPITALIZATION AND INDEBTEDNESS

        Not applicable

C. REASONS FOR THE OFFER AND USE OF PROCEEDS

        Not applicable

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D. RISK FACTORS

Risk Factors Relating to Our Industry

The cyclical nature of the oil and gas industry, including a prolonged decline in, and the volatility of, oil and gas prices, could adversely affect the demand for our services and impact our business.

        Demand for our enhanced oil recovery, or EOR, services is dependent on the level of expenditures by the oil and gas industry. Therefore, the willingness of our customers to make expenditures is critical to our operations. The industry's level of spending on oilfield services has traditionally been volatile as a result of sensitivities to oil and gas prices and generally dependent on the market's view of future oil and gas prices. In the event that oil and gas companies reduce their expenditures in EOR services, their purchases of our services may be significantly reduced. Oil and gas prices have recently been fluctuating and are affected by many factors that are beyond our control, including the following:

•

the level of worldwide oil and gas exploration and production;

•

the cost of exploring for, producing and delivering oil and gas;

•

demand for energy, which is affected by worldwide economic activity and population growth;

•

the ability of the Organization of Petroleum Exporting Countries, or OPEC, to set and maintain production levels for oil;

•

the discovery rate of new oil and gas reserves;

•

political and economic uncertainty, socio-political unrest and regional instability or hostilities;

•

technological advances affecting energy exploration, production and consumption;

•

changes in existing laws and regulations affecting the oil and gas industry; and

•

the availability of and cost in raising capital for exploration and production companies, as a reduction in these companies' capital budgets would reduce the demand for our services.

        The level of new exploration activity in the oil and gas industry is sensitive to the market's view of future oil and gas prices. New speculative exploration activities increase when oil and gas prices are high and halt when market sentiment wanes. Oil and gas production activity is less susceptible to the volatility in oil and gas prices as compared to exploration activity, and the demand from our customers, who are oil and gas producers, for our recovery services in mature oil and gas fields is correspondingly less affected by fluctuating oil and gas market prices. However, our customers generally react to declining oil and gas prices by reducing oil and gas production activity and expenditures. This has in the past adversely affected and may in the future adversely affect our business. As a result of market concerns about the deepening economic recession, oil prices decreased by 74.9% from $146.08 per barrel in July 2008 to $36.61 per barrel in December 2008. We are unable to predict future oil and gas prices or the level of oil and gas industry activity. A prolonged low level of activity in the oil and gas industry will adversely affect the demand for our services and our financial condition, results of operations and cash flows.

Increasing competitiveness of alternative energy sources may lead to less demand for oil and gas in the medium- to long-term, and in turn, our services.

        The increasing competitiveness of alternative energy sources, including solar and wind power, may lead to less demand for oil and gas in the medium- to long-term, and in turn, our services. Without the benefit of government subsidies or mandates, alternative energy sources have generally not been competitive with oil and gas. However, changes in technology and consumer preferences have begun to alter fuel choices, an example being the growing popularity of alternative fueled vehicles. Furthermore, alternative energy sources have been increasingly competitive due to governmental support in the forms

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of tax relief and subsidies for alternative energy providers, the adoption of cap and trade regimes, carbon taxes, increased efficiency standards and incentives or mandates for renewable energy. Governments are also promoting research into new technologies to reduce the cost and increase the scalability of alternative energy sources. These measures could reduce demand for oil and gas in the medium- to long-term, thereby reducing demand for our services.

Risk Factors Relating to Our Business

Historically, we have been largely dependent on customers who are affiliates of a PRC state-owned oil and gas company; we have limited bargaining power with these customers and, as a result, we may have entered into and may continue to agree to contractual provisions that are disadvantageous to us; furthermore, the loss of one or more of these customers could adversely affect our financial condition and results of operations.

        Our major customers are affiliates of China National Petroleum Corporation, or CNPC, the PRC's largest state-owned oil and gas producer, and Liaoning Ouya Dongdi Coalbed Gas Technology Development Co., Ltd., or Liaoning Methane, a major non-state-owned gas company. As a result of intense competition to procure EOR contracts from these customers, we have limited bargaining power and may have entered into and may continue to enter into contractual provisions that are disadvantageous to us. For example, in our technical services agreement with an affiliate of CNPC with respect to the provision of our MDF services at the Huabei oilfield, we are required to deliver a target volume of crude oil annually to the customer. If we fail to meet the target production output in a given year, the service fee payable to us may be reduced by a set percentage for that year. If the target production output is not met within 30 days of our failing to meet the production target at year end, the customer has the right to terminate the agreement and is entitled to a refund of all service fees already paid. Historically, we have been dependent upon these customers for a significant portion of our revenues. In the fiscal years ended September 30, 2009 and 2010, CNPC's subsidiaries and affiliates, either directly or indirectly through our subcontractors, represented 82.1% and 43%, respectively, of our sales. In the fiscal year ended September 30, 2008, CNPC's subsidiaries and affiliates, either directly or ultimately through third party service providers, represented all of our sales. See Note L to our consolidated financial statements included elsewhere in the annual report for further details. The revenues and earnings we derive from our contracts with these customers will be materially adversely affected if these agreements are terminated, unless we are able to enter into a satisfactory substitute arrangement.

Certain of our material agreements will expire soon and if such agreements are not renewed or extended upon expiration, our business and results of operations may be materially adversely affected.

        Our service agreements with our customers generally have fixed terms of two to five years, after which the agreements expire. Our agreements with respect to the Dagang oilfield and Liaohe oilfield expire on December 31, 2011, and December 31, 2012, respectively. We cannot assure you that our major customers will choose to renew or extend the terms of their agreements with us. In addition, we may not be able to secure contracts with new customers on similar terms. If we are unable to renew or extend our current customer agreements or secure agreements with new customers on similar terms, our business and results of operations would be materially adversely affected.

We rely on an exclusive license to use our LHD equipment and the patent for our MDF technology. If a third party infringes our intellectual property rights, claims that we have infringed such third party's rights or uses our licensed technology in the PRC, we may not be able to enforce our rights or enforcement may be costly and lengthy.

        The two technologies that are central to our EOR services are, in the case of the lateral hydraulic drilling, or LHD, technology incorporated into our LHD equipment, subject to an exclusive license in the PRC and, in the case of our molecular deposition film, or MDF, technology, patent protected. We

9

received an exclusive right to use the LHD equipment in the PRC from Jet Drill Well Services, LLC, or Jet Drill, which obtained the exclusive right to market the LHD technology in the PRC from the holders of the patents underlying the LHD technology. There can be no assurance that third parties that have the licenses to market the LHD technology outside the PRC, or purchasers of LHD equipment outside the PRC, will not import the LHD technology or equipment into the PRC and compete against us. Furthermore, because the patents underlying the LHD technology are not registered in the PRC, a third party that is able to independently develop, reverse-engineer or otherwise obtain the LHD technology may use the LHD technology in the PRC and compete with us. In addition, third parties may use similar technologies that do not infringe on the LHD technology. In such circumstances, it may be difficult to ensure our continued exclusive use of the LHD equipment in the PRC and our technological competitive advantage.

        In addition, third parties may infringe or misappropriate our proprietary technologies or other intellectual property rights and cause a material and adverse effect on our business, financial condition or operating results. It could be difficult and expensive to police unauthorized use of proprietary technology and to enforce our rights to our proprietary technology. Our ability to protect our intellectual property may be compromised in the event that any of our management members or employees in possession of our confidential proprietary information leaves the Company. Also, we may be required to litigate to enforce our rights to our proprietary information or determine the validity and scope of the proprietary rights of others. We cannot assure you that the outcome of such potential litigation will be in our favor. Litigation may be costly and may divert management attention and other resources away from our business. An adverse determination in any such litigation against us will impair our intellectual property rights and would harm our business, prospects and reputation. In addition, we would have to bear all costs arising from such litigation if we are unable to recover them from other parties. The occurrence of any of the foregoing could have a material adverse effect on our business, results of operations and financial condition.

        Although we have not been involved in any intellectual property rights disputes, we cannot assure you that such disputes, which may result in significant legal and other costs and may distract management from operating our business, will not arise.

If we are unable to fund capital expenditures or obtain additional sources of liquidity when we need it, our business may be adversely affected. In addition, if we obtain equity financing, the issuance of our equity securities could cause dilution for our shareholders. To the extent we obtain the financing through the issuance of debt securities, our debt service obligations could increase and we may become subject to restrictive operating and finance covenants.

        We anticipate that we will continue to make substantial capital investments to purchase additional lateral hydraulic drilling, or LHD, equipment to expand our services, hire additional personnel to operate our additional equipment, maintain LHD units and replace drilling equipment. For the fiscal years ended September 30, 2009 and 2010, we invested approximately $13,537 and $47.5 million, respectively, for capital expenditures. We estimate that our capital expenditures for the fiscal year ended September 30, 2011 will be in the range of $70 million to $80 million, which includes expenditures for the procurement of new LHD equipment to be added in fiscal year 2011 and the prepayment of additional LHD units to be delivered in fiscal year 2012.

        If we are unable to obtain adequate financing, we may be unable to successfully maintain our operations and accomplish our growth strategy. For example, in 2006, as a result of inadequate financing, we entered into a subcontract arrangement with a third party contractor to perform our obligations under our MDF services agreement for the Dagang oilfield.

        Historically, we have financed our capital expenditures through internally generated funds and through bank loans, the proceeds of which were used to purchase LHD units. These significant capital

10

investments require cash that we could otherwise apply to other business needs. In addition, we may be unable to generate sufficient cash internally or obtain alternative sources of capital to fund our proposed capital expenditures, take advantage of business opportunities or respond to competitive pressures. If we ever determine that our cash requirements exceed our available cash on hand, we may seek to issue debt or equity securities or obtain credit facilities. Any issuance of equity securities could cause dilution for our shareholders. Any incurrence of indebtedness could increase our debt service obligations and cause us to be subject to restrictive operating and finance covenants. Our ability to obtain external financing in the future is also subject to a number of uncertainties, including:

•

our future financial condition, results of operations and cash flows;

•

general market conditions for financing activities by companies in our industry;

•

economic, political and other conditions in the PRC and elsewhere; and

•

the uncertain economic prospect and tightened credit markets resulting from the recent global economic slowdown and financial market crisis.

        If we are unable to obtain funding in a timely manner or on commercially acceptable terms, or at all, our growth prospects and future profitability may be materially adversely affected. Adverse changes in the capital markets could make it difficult to obtain capital or obtain it at attractive rates.

If our technologies or equipment become obsolete and if we are unable to develop or acquire new technologies, methods or applications, our potential for growth may be limited.

        The market for our EOR services is characterized by changing specialized technology, methods and applications. As a result, our success is dependent upon our ability to develop or acquire new technologies, methods and applications of existing technologies on a cost effective basis and to introduce them into the marketplace in a timely manner. Our in-house research and development department seeks out new EOR technologies, methods and applications that would enable us to deliver increased oil production to our customers and researches ways to improve our existing technologies and methodologies. While we intend to continue committing substantial financial resources and effort to our research and development department, we may not be able to successfully acquire more advanced technologies, develop improvements to our existing technologies and methodologies, or otherwise differentiate our technologies and services from those of our competitors. Our clients may not consider our proposed technologies and services to be of value to them; or if the proposed technologies and services are of a competitive nature, our clients may not view them as superior to our competitors' technologies and services. If we are unable to adapt to evolving markets and technologies, develop new technologies and services, or acquire or maintain technological advantages, our business and operating results may be materially and adversely affected.

We face significant competition in the PRC oilfield services industry, and if we fail to compete effectively, we may lose customers and our profitability may be adversely affected.

        The PRC oilfield services industry is competitive and fragmented. It includes a few private enterprises capable of competing in our markets on a local basis and in-house EOR operations of subsidiaries of major state-owned oil and natural gas companies that possess substantially greater financial and other resources than we do for researching and developing EOR technologies. In addition, such in-house EOR operations may benefit from relationships with their state-owned parent that we do not have. We believe that our main competition comes from the development by our state-owned oil and gas company customers of in-house technology for drilling directional or horizontal wells and conducting EOR. For example, acid fracturing is conducted in-house by major oilfields, thermal recovery is utilized at Liaohe oilfield and polymer recovery is being tested at Daqing oilfield. Although our EOR services currently generally provide better results than in-house efforts of our customers, our

11

operations may be adversely affected if our customers successfully develop and utilize their own cost effective EOR technologies such that they no longer require our services. Furthermore, although few private enterprises are active in the field of EOR services because of the high technological barrier to entry as they would have to provide advanced and unique technologies that major oilfields' in-house services are unable to provide, our current competitors or new market entrants may introduce new EOR services with better recovery enhancement results, cost effectiveness, service availability, technical proficiency, and price than our services. Finally, competition among oilfield services providers is also affected by each provider's reputation for safety and quality. If our safety record or the quality of our service declines, we may not be able to maintain our competitive position or profitability.

We are subject to significant operational risks and hazards that may not be fully covered by our insurance policies.

        Substantially all of our EOR operations are subject to hazards that are customary for oil and natural gas drilling operations, including blowouts, reservoir damage, loss of well control, cratering, oil and gas well fires and explosions, natural disasters, pollution and mechanical failure. We do not carry insurance covering these hazards. Any of these risks could result in damage to or destruction of drilling equipment, personal injury and property damage, suspension of operations or environmental damage. We only carry insurance coverage required by law, which may not be sufficient to cover all of our potential losses or liabilities. We maintain insurance over all our LHD equipment and we generally maintain employers' liability insurance covering death or work injury of employees, as well as public liability insurance covering injury to visitors. Moreover, our insurance coverage is based on PRC insurance standards, which provide significantly lower levels of compensation than international standards.

        The occurrence of an event not fully insured, or the failure of an insurer to meet its insurance obligations, could result in substantial losses. Because of our relatively small size, an uninsured loss could be far more detrimental to our operations and future prospects than it would be to one of our larger competitors. We cannot assure you that insurance will continue to be available to cover any or all of these risks, or, even if available, that insurance premiums or other costs will not rise significantly in the future, so as to make the cost of such insurance prohibitive.

Failure to comply with environmental regulations could harm our business.

        We are subject to various PRC national and local environmental laws and regulations in the areas where we operate, including those governing the use, storage, discharge and disposal of hazardous substances. Environmental authorities have inspected the operations of our customers, which included inspections of the services of our on-site personnel. As of the date of this annual report, we had not received any regulatory notices or warnings in connection with, nor been the subject of any environmental investigations, orders or incidents arising out of, violations of environmental laws. We have policies in place to ensure compliance with environmental regulations. However, if more stringent compliance or clean-up standards under environmental laws or regulations are imposed, or the results of future testing and analyses of our operations indicate that we are responsible for the release of hazardous substances, we may be subject to remediation liability and increased environmental compliance costs.

12

We have subcontracted the performance of our MDF contracts to, and with respect to certain LHD agreements contracted directly with, third party oilfield services providers and should any of these providers default in the performance of the obligations under our MDF or LHD contracts or otherwise engage in misconduct, we may be liable for such default or misconduct and our reputation, business and results of operations could be adversely affected.

        We have subcontracted the performance of our MDF service agreements to two third party oilfield service providers, Hebei Daofu Petroleum Prospecting Technology Development Co., Ltd., or Hebei Daofu, and Panjin Hanyu Oil Technology Development Co., Ltd., or Panjin Hanyu. Pursuant to these subcontract arrangements, Hebei Daofu and Panjin Hanyu provide the MDF services we are obligated to provide under our MDF service agreements and we also provide certain technical support services to Hebei Daofu and Panjin Hanyu and assist them in procuring our MDF solution from our exclusive supplier. As these subcontract arrangements do not relieve us of liability for the performance of the underlying MDF service agreements, a failure by a subcontractor to perform its obligations under the subcontract arrangement would constitute a default by us under the relevant service agreement. In addition, a default by a subcontractor may harm our relationship with the MDF customer and may jeopardize our ability to renew or extend our current agreements, or procure new agreements with, these customers or their affiliates. Furthermore, we may not be able to ensure that our subcontractors refrain from misconduct or unlawful activities, including but not limited to, making improper payments to our customers, potential customers or governmental officials in violation of applicable laws and regulations. We also recently entered into agreements for our LHD services with Hebei Daofu and Panjin Hanyu, pursuant to which they contract directly with the oilfield operators. Similar to our subcontract arrangements for our MDF services, a default by Hebei Daofu or Panjin Hanyu under their agreements with the oilfield operators or misconduct or unlawful activities carried out by Hebei Daofu or Panjin Hanyu could harm our relationships with these customers or their affiliates. Also, our direct contractual relationship with Hebei Daofu and Panjin Hanyu under these agreements exposes us to additional credit and default risk that we would not otherwise face if we contracted directly with the oilfield operators that have substantially more financial resources. In such circumstances our business, prospects and the price of our ADSs could be adversely affected if we are implicated in a subcontractor's misconduct.

Our MDF and most of our LHD service fees are paid by our subcontractors and we are therefore exposed to the credit risk of our subcontractors.

        Fees for our MDF and most of our LHD services are not paid to us directly by our customers. Instead, we rely on our subcontractors to collect the fees earned for our services and to pay us either our contractual share of those fees or a pre-set monthly fee. Although our subcontractors have not previously failed to make timely payments to us, there can be no assurance that they will continue to make timely payments or be able to collect our service fees in a timely manner from our oil company customers, if at all. Our ability to collect our service fees from our subcontractors depends in part on the creditworthiness of our subcontractors and their diligence in collecting service fees from our oil company customers. Furthermore, if our oil company customers make payment to our subcontractors for our services but our subcontractors default in their obligation to pay us our fees, we may not have any recourse against our oil company customers to collect such fees. Accordingly, a default by our subcontractors to pay our service fees may have an adverse effect on our financial condition, results of operations and liquidity.

13

We purchase all our LHD equipment from a sole manufacturer through an import agent and all our molecular deposition film solution from a single supplier. If we encounter difficulties procuring supplies in a timely manner or on commercially reasonable terms or if our supplier becomes insolvent, we could experience operational disruptions or loss of rights to intellectual property and fail to satisfy our contractual requirements, which may harm our business.

        We concentrate our purchases of equipment and molecular deposition film solution from a small group of suppliers who we consider to be reliable. We rely exclusively on Jet Drill to manufacture our LHD units and Dongying Luda Petrochemical Equipment Co., Ltd., or Dongying Luda, to import our LHD units and provide ancillary services. We purchase our LHD units from Jet Drill through Dongying Luda, which acts as our import agent for the purchase of these units. In addition to import-related services, Dongying Luda provides us with services related to the assembly, testing and fine-tuning of our LHD equipment and sells us ancillary tools and equipment. We entered into an agreement in December 2010 to purchase 10 additional LHD units. The first two new units were delivered in March 2011, and we are currently testing these units. We expect to take delivery of the remaining eight units by December 2011. If Jet Drill fails to deliver LHD units on a timely basis, or ceases to manufacture LHD equipment, we could fail to satisfy our contractual requirements as we may have insufficient LHD units or no longer be able to acquire any additional LHD units. In addition, should Jet Drill or any of its affiliates, collectively the Jet Drill Companies become insolvent or enter bankruptcy proceedings, the patent holders from whom the Jet Drill Companies license the LHD technology may terminate their licenses to the Jet Drill Companies and thereby invalidate our exclusive license from Jet Drill. Furthermore, if Dongying Luda becomes unable to act as our import agent for the supply of LHD units, then we may be unable to readily locate a suitable substitute import agent with the experience and technical ability to provide the value-added ancillary services we currently receive from Dongying Luda. As a result, our business, results of operations and financial condition may be materially adversely affected.

        In addition, we purchase the MDF solution used in our MDF services from Tianjin Shanchuan Petroleum Chemicals Co., Ltd., or Tianjin Shanchuan, an independent third party, pursuant to an exclusive supply agreement with a term of five years, expiring in April 2013. If Tianjin Shanchuan, with whom we have a long-standing relationship, fails to perform its obligations under its contract with us, we may be unable to find a suitable chemical manufacturer on a timely basis to meet our obligations under our MDF contracts, which could harm our relationships with our MDF customers and result in an adverse effect on our results of operations.

        As a result of our reliance on Jet Drill, Dongying Luda and Tianjin Shanchuan, should there occur a disruption in supply by these suppliers, and if we cannot source products that meet our quality, quantity and cost requirements from other suppliers in a timely manner or on commercially reasonable terms, we could experience operational disruptions. Our ability to effectively provide services to our customers pursuant to our contractual obligations may be severely affected, which would harm our business.

Our controlling shareholder has substantial influence over our company and his interests may not be aligned with your interests.

        Mr. Qingzeng Liu, our chairman, beneficially owns approximately 51.27% of our outstanding shares as of the date of this annual report. As such, Mr. Liu has substantial influence over our business, including decisions regarding mergers, consolidations and the sale of all or substantially all of our assets and other significant corporate actions. This concentration of ownership may discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for your ADSs as part of a sale of our company. These actions may be taken even if they are opposed by our other shareholders.

14

        In addition, Mr. Liu is the chief executive officer and executive director of Sky China Petroleum Services Ltd., or Sky China, a Singapore-listed company engaged in providing petro-engineering technical services for its customers in the oil and gas industry in the PRC. Sky China provides services related to oil-well drilling, oil extraction engineering, leasing of drilling equipment and tertiary oil recovery. Sky China's business activities, which primarily focus on drilling and equipment leasing, currently do not compete with ours. Sky China's customers are primarily subsidiaries of CNPC. Mr. Liu owes fiduciary duties to Sky China and, as the chairman of our board of directors, to us. As a result, Mr. Liu may have conflicts of interest when faced with decisions that could have different implications for Sky China on the one hand and us on the other hand. If conflicts of interest occur with respect to decisions to be made by Mr. Liu, this could have a material adverse effect on us.

There are risks relating to our acquisition strategy. If we are unable to successfully integrate and manage businesses that we have acquired and any businesses acquired in the future, our results of operations and financial condition could be adversely affected.

        One of our key business strategies is to acquire technologies, operations and assets that are complementary to our existing business. There are financial, operational and legal risks inherent in any acquisition strategy, including increased financial leverage, ability to obtain additional financing, increased interest expense, and difficulties involved in combining disparate company cultures and facilities.

        The success of any completed acquisition will depend on our ability to integrate effectively the acquired business into our existing operations. The process of integrating acquired businesses may involve unforeseen difficulties and may require a disproportionate amount of our managerial and financial resources. In addition, possible future acquisitions may be larger and for purchase prices significantly higher than those paid for earlier acquisitions. We cannot assure you that we will be able to continue to identify suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms or successfully acquire identified targets. Our failure to achieve consolidation savings, to incorporate the acquired businesses and assets into our existing operations successfully or to minimize any unforeseen operational difficulties could have a material adverse effect on our financial condition and results of operation.

Our independent registered public accounting firm has identified material weaknesses and control deficiencies in our internal control over financial reporting. If we are unable to correct these weaknesses and deficiencies, our ability to accurately and timely report our financial results or prevent fraud may be adversely affected, and investor confidence and the market price of our securities may be adversely affected.

        Prior to our initial public offering, we had been a private company with limited accounting personnel and other resources for addressing our internal control over financial reporting. In connection with the audit of our consolidated and other financial statements included in this annual report, we and our independent registered public accounting firm identified the following control deficiencies, which amounted to "material weaknesses" as defined under the standards established by the Public Company Accounting Oversight Board: (i) insufficient U.S. GAAP qualified accounting and finance personnel and (ii) ineffective process for documenting and applying key accounting policies and procedures.

        To remediate these material weaknesses, we have undertaken to improve our internal controls, including the following:

•

identifying and hiring additional personnel with U.S. GAAP and SEC reporting experience;

•

providing training to our finance personnel to improve their knowledge of U.S. GAAP and SEC reporting requirements and deadlines;

15

•

holding regular meetings of the audit committee and resuming regular communication between the committee and our independent registered public accounting firm;

•

establishing an internal audit function; and

•

standardizing the period-end closing checklist as well as the consolidation and reporting package across all subsidiaries with specific timing and content requirements to enhance controls over period closing and financial reporting processes.

        We have engaged an internal control adviser with the necessary expertise to perform an internal control audit pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404. We have also begun to formulate policies relating to internal control over financial reporting, including the preparation of a comprehensive accounting policies and procedures manual, containing, among other things, detailed, expanded closing checklists, to guide our financial personnel in addressing significant accounting issues and assist them in preparing financial statements in compliance with U.S. GAAP and SEC requirements.

        Following our initial public offering, we have become a public company in the United States and are subject to the Sarbanes-Oxley Act of 2002 and applicable rules and regulations thereunder. Section 404 will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending September 30, 2011. In addition, beginning with our annual report for the fiscal year ending September 30, 2012, we expect that we will be required to include in such annual report a report of our independent registered public accounting firm that attests to and reports on management's assessment of the effectiveness of our internal controls over financial reporting if we are an accelerated filer or a large accelerated filer. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, to the extent that it conducts its own independent review, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us.

        During the course of documenting and testing our internal control procedures in order to satisfy the requirements of Section 404, we may identify additional deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could harm our operating results and lead to a decline in the trading price of our securities. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the NASDAQ Global Select Market, regulatory investigations and civil or criminal sanctions.

We may be unable to attract and retain skilled and technically knowledgeable employees, which could adversely affect our business.

        Our success depends upon attracting and retaining skilled and technically knowledgeable employees. A number of our employees are geologists and highly trained technicians, and our failure to continue to attract and retain such individuals could adversely affect our ability to compete in the oilfield services industry. We may confront significant and potentially adverse competition for these skilled and technically knowledgeable personnel, particularly during periods of increased demand for oil and gas. Additionally, at times there may be a shortage of skilled and technical personnel available in

16

the market, potentially compounding the difficulty of attracting and retaining these employees. As a result, our business, results of operations and financial condition may be materially adversely affected.

Our success depends on the services of key members of our management, the loss of any of whom could disrupt our business operations.

        We depend to a large extent on the services of our major shareholder, senior management team and directors. In particular, our controlling shareholder, Mr. Qingzeng Liu, and our chief executive officer, Mr. Guoqiang Xin, have in-depth knowledge of the operation, technology and management of companies in the oilfield services industry, having served at a CNPC subsidiary before joining us. With their knowledge and experience, the service of our major shareholder, senior management team and directors is important to our future prospects and development as we rely on their expertise in developing our business strategies and maintaining our operations. The loss of the service of members of this group of individuals and the failure to find replacements with comparable experience and expertise could disrupt and adversely affect our operations.

We may be exposed to monetary fines by the local social insurance authority and housing authority and claims from our employees in connection with our non-compliance with regulations with respect to contribution of social insurance and housing provident funds for employees.

        As required by Chinese regulations, we participate in various statutory employee social insurance and other benefit plan that are organized by relevant governments authorities, including compulsory pension, unemployment, medical, work-related injury and maternity insurance, and housing provident funds. TNH must make monthly contributions at statutory rates of each employee's average monthly income in the preceding year, up to a maximum amount specified by the local authorities from time to time. TNH has not fully made contributions for all of its employees since its establishment. We may be required by the relevant authorities in Tianjin to pay the outstanding amount within a specified time limit and may also be subject to a late fee of 0.2% per day of the outstanding social insurance amount and a monetary fine of RMB10,000 ($1,465) to RMB50,000 ($7,325) for non-compliance in payment of housing provident funds. TNH employees are also entitled to claim payment of such funds individually. So far, we have not received any notice from the local authorities or any claim from our current and former employees regarding our non-compliance in this regard. We have made a provision of approximately $1.2 million and $1.8 million in our financial statements as of September 30, 2009 and September 30, 2010, respectively, for the outstanding obligations, the late fee and penalties which may apply to us. However, if any of the foregoing occurs, the provision made in our financial statements may not be sufficient to cover all related costs and expenses including legal costs, and our reputation, financial condition and results of operations could be materially and adversely affected.

The loss of our exclusive right to use LHD equipment in the PRC may materially adversely affect our business and results of operations.

        Our exclusive right to use Jet Drill's LHD equipment in the PRC relies in part on the validity and effectiveness of the underlying U.S. patents. Three of the patents underlying the LHD technology, or the Base Patents, expire on October 1, 2013 and a fourth underlying patent expires on March 1, 2019. The expiration of any of these patents, or the invalidation of Jet Drill's or its affiliates' rights to the LHD technology, may impair the validity or effectiveness of our exclusive right to use LHD equipment in the PRC. Particularly, the Jet Drill Companies obtained the exclusive right to market the technology as embodied in the Base Patents in the PRC from the holder, or the Holder, of the Base Patents in 2008. The Holder, who acquired such patents from their original owner in 2006, has subsequently transferred the patents to a third party. Neither the transfer of the patents from their original owner to the Holder, nor the subsequent transfer of the patents from the Holder to the third party, was recorded with the United States Patent and Trademark Office, or the USPTO, until October 6, 2010.

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As a result, there can be no assurance that the validity or the enforceability of Jet Drill's rights to the LHD technology will not be challenged by third parties who may have purchased such patents in good faith for value, prior to October 6, 2010. Accordingly, we cannot assure you that our exclusive right to use LHD equipment in the PRC will not be challenged by third parties in the future.

        Our near-term growth strategy and prospects depend on the competitive advantage afforded us by our exclusive right to use the LHD equipment in the PRC. Moreover, our ability to enforce our exclusive right may be impaired upon the expiration or invalidation of any of the underlying LHD patents or the disclosure or independent development by third parties of related LHD technology. Similarly, in the event of a default by any of the Jet Drill Companies in their obligations to maintain the exclusivity of our license, the extent to which we may recover damages in an action for breach will be limited by the financial resources of the Jet Drill Companies. As a result, the loss of our exclusive right to use LHD equipment in the PRC may materially affect our business and results of operations.

If we grant share options, restricted shares or other equity incentives in the future, our operating results could be materially adversely affected.

        We are authorized to issue share options, restricted shares or other equity incentives for up to 50,000,000 ordinary shares in the future to our management and other personnel under our 2010 equity incentive plan. We account for share-based compensation by recognizing, as an expense, the fair value of share options and other equity incentives based on the fair value of equity-classified awards on the date of the grant, with such compensation expense recognized generally over the period in which the recipient is required to provide service in exchange for the equity award. We granted share options to Mr. Boxun Zhang, our chief financial officer, and Ms. Jing Liu, our independent director, in connection with the completion of our initial public offering in November 2010. As a result of our grant of options, restricted shares and other equity incentives to our employees and directors, we could incur significant compensation expenses which could materially reduce our net income, and thereby significantly dilute your investment in our ADSs.

Failure to comply with PRC regulations regarding the registration requirements for employee equity incentive plans may subject our PRC citizen employees or us to fines and other legal or administrative sanctions.

        On March 28, 2007, the SAFE promulgated the Application Procedure of Foreign Exchange Administration for Domestic Individuals Participating in Employee Stock Holding Plan or Share Option Plan of Overseas-Listed Company, or the Share Option Rule. Under the Share Option Rule, PRC citizens who are granted share options or other employee equity incentive awards by an overseas publicly-listed company are required, through a PRC agent who may be a PRC subsidiary of such overseas publicly-listed company, to register with the SAFE and complete certain other procedures related to the share options or other employee equity incentive plans. We and our PRC citizen employees who are granted share options or other equity incentive awards under our 2010 equity incentive plan, or PRC optionees, will be subject to the Share Option Rule once we become an overseas publicly-listed company. If we or our PRC optionees fail to comply with these regulations, we or our PRC optionees may be subject to fines and legal or administrative sanctions.

Risk Factors Relating to the PRC

Adverse changes in political, economic and other policies of the Chinese government could have a material adverse effect on the overall economic growth of the PRC, which could materially and adversely affect the growth of our business and our competitive position.

        Substantially all of our business operations are conducted in the PRC. Accordingly, our business, financial condition, results of operations and prospects are affected significantly by economic, political

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and legal developments in the PRC. The Chinese economy differs from the economies of most developed countries in many respects, including:

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the degree of government involvement;

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the level of development;

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the growth rate;

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the control of foreign exchange;

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the allocation of resources;

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an evolving regulatory system; and

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lack of sufficient transparency in the regulatory process.

        While the Chinese economy has experienced significant growth in the past 30 years, growth has been uneven, both geographically and among various sectors of the economy. The Chinese economy has also experienced certain adverse effects due to the recent global financial crisis. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall Chinese economy, but may also have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to us.

        The Chinese economy has been transitioning from a planned economy to a more market-oriented economy. Although in recent years the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of sound corporate governance in business enterprises, a substantial portion of the productive assets in the PRC is still owned by the Chinese government. The continued control of these assets and other aspects of the national economy by the Chinese government could materially and adversely affect our business. The Chinese government also exercises significant control over Chinese economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Furthermore, since all oilfields in the PRC are owned by national oil and gas companies, the Chinese government can significantly influence the policies, strategies and priorities of these companies, and hence the demand for EOR services, including demand for our LHD and MDF services.

        Any adverse change in the economic conditions or government policies in the PRC could have a material adverse effect on overall economic growth and the level of EOR expenditures by national oil companies, which in turn could lead to a reduction in demand for our services and consequently have a material adverse effect on our businesses.

Under the new EIT Law, we may be classified as a "resident enterprise" of the PRC and be subject to PRC taxation on our worldwide income.

        The new Enterprise Income Tax Law, or EIT Law, provides that enterprises established outside of the PRC whose "de facto management bodies" are located in the PRC are considered "resident enterprises" and are generally subject to the uniform 25% enterprise income tax rate on their worldwide income. In addition, a recent circular issued by the State Administration of Taxation on April 22, 2009, regarding the standards used to classify certain Chinese-invested enterprises controlled by Chinese enterprises or Chinese group enterprises and established outside of the PRC as "resident enterprises" clarified that dividends and other income paid by such offshore "resident enterprises" will be considered to be PRC source income, subject to PRC withholding tax, currently at a rate of 10%,

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when recognized by non-PRC enterprise shareholders. This recent circular also subjects such offshore "resident enterprises" to various reporting requirements with the PRC tax authorities. Under the implementation regulations to the new EIT Law, a "de facto management body" is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise. In addition, the recent circular further provided that certain Chinese-invested enterprises controlled by Chinese enterprises or Chinese group enterprises will be classified as "resident enterprises" if all of the following are located or resident in the PRC: senior management personnel and departments that are responsible for daily production, operation and management; financial and personnel decision making bodies; key properties, accounting books, company seal, and minutes of board meetings and shareholders' meetings; and half or more of the directors with voting rights or senior management. However, as this circular only applies to enterprises established outside of the PRC that are controlled by PRC enterprises or groups of PRC enterprises, it remains unclear how the tax authorities will determine the location of "de facto management bodies" for overseas incorporated enterprises that are controlled by individual PRC residents like us. Therefore, although substantially all of our management is currently located in the PRC and all of our revenues arise from our operations in the PRC, it remains unclear whether the PRC tax authorities would require or permit our overseas registered entities to be treated as PRC resident enterprises. If the PRC tax authorities determine that we are a "resident enterprise," we may be subject to enterprise income tax at a rate of 25% on our worldwide income, which may have a material and adverse impact on our financial condition and results of operations and the dividends paid by us to our investors may be subject to PRC withholding tax.

Dividends we receive from our operating subsidiary located in the PRC may be subject to PRC withholding tax.

        The EIT Law provides that a maximum income tax rate of 20% may be applicable to dividends payable to non-PRC investors that are "non-resident enterprises," to the extent such dividends are derived from sources within the PRC, and the State Council has reduced such rate to 10%, in the absence of any applicable tax treaties that may reduce such rate, through the implementation regulations. We are a Cayman Islands holding company and substantially all of our income may be derived from dividends we receive from our operating subsidiary, TNH, located in the PRC. If we are required under the EIT Law to pay income tax for any dividends we receive from TNH, the amount of dividends, if any, we may pay to our shareholders and ADS holders may be materially and adversely affected.

        According to the Double Taxation Arrangement (Hong Kong), Notice 112 and Notice 601, dividends paid to enterprises incorporated in Hong Kong are subject to a withholding tax of 5% provided that a Hong Kong resident enterprise owns over 25% of the PRC enterprise distributing the dividend and can be considered as a "beneficial owner" and entitled to treaty benefits under the Double Taxation Arrangement (Hong Kong). Thus, as International Petroleum Services Corporation Limited, or International Petroleum, is a Hong Kong company and owns 100% of TNH, under the aforementioned arrangement dividends paid to us through International Petroleum by TNH may be subject to the 5% income tax if we and International Petroleum are considered as "non-resident enterprises" under the EIT Law and International Petroleum is considered as a "beneficial owner" and entitled to treaty benefits under the Double Taxation Arrangement (Hong Kong). If International Petroleum is not regarded as the beneficial owner of any such dividends, it will not be entitled to the treaty benefits under the Double Taxation Arrangement (Hong Kong). As a result, such dividends would be subject to normal withholding income tax of 10% as provided by the PRC domestic law rather than the favorable rate of 5% applicable under the Double Taxation Arrangement (Hong Kong).

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Dividends payable by us to our foreign investors and gains on the sale of our ADSs or ordinary shares may become subject to taxes under PRC tax laws.

        Under the EIT Law and implementation regulations issued by the State Council, a 10% PRC income tax is applicable to dividends payable to investors that are "non-resident enterprises," which do not have an establishment or place of business in the PRC or which have such establishment or place of business but have income not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within the PRC. Similarly, any gain realized on the transfer of ADSs or shares by such investors is also subject to a 10% PRC income tax if such gain is regarded as income derived from sources within the PRC. It is unclear whether dividends paid on our ordinary shares or ADSs, or any gain realized from the transfer of our ordinary shares or ADSs, would be treated as income derived from sources within the PRC and would as a result be subject to PRC tax. If we are considered a PRC "resident enterprise," then any dividends paid to our overseas shareholders or ADS holders that are "non-resident enterprises" may be regarded as being derived from PRC sources and, as a result, would be subject to PRC withholding tax at a rate of 10%. In addition, if we are considered a PRC "resident enterprise," non-resident enterprise shareholders of our ordinary shares or ADSs may be eligible for the benefits of income tax treaties entered into between the PRC and other countries. If we are required under the EIT Law to withhold PRC income tax on dividends payable to our non-PRC investors that are "non-resident enterprises," or if you are required to pay PRC income tax on the transfer of our ordinary shares or ADSs, the value of your investment in our ordinary shares or ADSs may be materially and adversely affected.

The enforcement of the Labor Contract Law and other labor-related regulations in the PRC may adversely affect our business and our results of operations.

        On June 29, 2007, the National People's Congress of the PRC enacted the Labor Contract Law, which became effective on January 1, 2008. The Labor Contract Law establishes more restrictions and increases costs for employers to dismiss employees under certain circumstances, including specific provisions related to fixed-term employment contracts, non-fixed-term employment contracts, task-based employment, part-time employment, probation, consultation with the labor union and employee representative's council, employment without a contract, dismissal of employees, compensation upon termination and for overtime work, and collective bargaining. According to the Labor Contract Law, unless otherwise provided by law, an employer is obliged to sign a labor contract with an indefinite term with an employee if the employer continues to hire the employee after the expiration of two consecutive fixed-term labor contracts. Severance pay is required if a labor contract expires without renewal because the employer refuses to renew the labor contract or provides less favorable terms for renewal. In addition, under the Regulations on Paid Annual Leave for Employees, which became effective on January 1, 2008, employees who have served more than one year for an employer are entitled to a paid vacation ranging from 5 to 15 days, depending on the number of the employee's working years at the employer. Employees who waive such vacation time at the request of employers shall be compensated for three times their regular salaries for each waived vacation day. As a result of these new measures designed to enhance labor protection, our labor costs are expected to increase, which may adversely affect our business and our results of operations. In addition, the PRC government in the future may enact further labor-related legislation that increases our labor costs and restricts our operations.

The PRC legal system embodies uncertainties which could limit the legal protections available to you and us.

        As our main operating entity and substantially all of our assets are located in the PRC, PRC laws and the PRC legal system in general may have a significant impact on our business operations. Although the PRC's legal system has developed rapidly over the last several decades, PRC laws, regulations and legal requirements remain underdeveloped relative to the United States. Moreover,

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PRC laws and regulations change frequently and their interpretation and enforcement involve uncertainties. For example, the interpretation or enforcement of PRC laws and regulations may be subject to unpublished government rules or policies. In addition, the relative inexperience of the PRC's judiciary in some cases may create uncertainty as to the outcome of litigation. These uncertainties could limit our ability to enforce our legal or contractual rights or otherwise adversely affect our business and operations. Furthermore, due to the existence of unpublished rules and policies, and since newly issued PRC laws and regulations may have a retroactive effect, we may not be aware of our violation of certain PRC laws, regulations, policies or rules until after the fact. Accordingly, we cannot predict the effect of future developments in the PRC legal system, particularly with respect to the oil and gas industry. These uncertainties could limit the legal protections available to you and us.

If the China Securities Regulatory Commission, or CSRC, or another PRC regulatory agency, determines that CSRC approval was required in connection with our initial public offering, we may become subject to penalties.

        On August 8, 2006, six PRC regulatory agencies, including the CSRC, promulgated the Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Regulations, which became effective on September 8, 2006. Under these regulations, the prior approval of the CSRC is required for the overseas listing of offshore special purpose vehicles that are directly or indirectly controlled by PRC companies or individuals and used for the purpose of listing PRC onshore interests on an overseas stock exchange. We believe, based on the opinion of our PRC legal counsel, Tian Yuan Law Firm, that we were not required to obtain CSRC approval for the listing and trading of our ADSs on the NASDAQ Global Select Market because we are not an offshore special purpose vehicle, as defined in the M&A Regulations, and the M&A Regulations do not apply to the acquisition of us by Premium Sino Finance, a company wholly owned by Mr. Qingzeng Liu.

        However, since the new regulations have only recently been adopted, there remains some uncertainty as to how these regulations will be interpreted or implemented. If the CSRC or another PRC regulatory agency subsequently determines that the CSRC's approval was required for our initial public offering, we may face sanctions by the CSRC or another PRC regulatory agency. If this happens, these regulatory agencies may impose fines and penalties on our operations in the PRC, limit our operating privileges in the PRC, delay or restrict the repatriation of the proceeds from our initial public offering into the PRC, restrict or prohibit payment or remittance of dividends by our PRC subsidiary to us, or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs.

        Under the M&A Regulations, the acquisition of a domestic enterprise by a foreign investor must be approved by the Ministry of Commerce, or MOFCOM, or its authorized local branch, and an asset appraisal report issued by an independent asset appraiser must be presented to the approving authority as a basis for determination of the price for such acquisition. Our wholly owned subsidiary in Hong Kong, International Petroleum Services Corporation Limited, or International Petroleum, acquired 100% of the equity interest in TNH in 2007 without such an asset appraisal report. However, the acquisition has been approved by the provincial branch of MOFCOM in Tianjin in accordance with the M&A Regulations and International Petroleum has been duly registered as the legal owner of 100% of the equity interest in TNH since 2007. This acquisition by International Petroleum and the price of this acquisition have not been challenged by the approving authority since then. If MOFCOM, or its local counterpart, decides that the acquisition price is below the fair market value and is not valid, we may have to make up the difference between the above acquisition price and the fair market value. Our ultimate controlling shareholder, Mr. Qingzeng Liu, has undertaken to us in writing that in the event any competent PRC authority challenges the acquisition price of TNH and requires International Petroleum to make up the difference between the above acquisition price and the fair market value at any time in the future, Mr. Qingzeng Liu will indemnify and hold International Petroleum harmless

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from any losses arising from such requirement. The amount of Mr. Qingzeng Liu's liability under this indemnity will be deducted from the indemnity which Premium Sino Finance has undertaken to pay Mr. Guoqiang Xin under the Supplementary Agreement, dated November 30, 2009, among Premium Sino Finance, Mr. Guoqiang Xin and Mr. Ernest Cheung. See Item 4.A "History and Development of the Company" for further information on the Supplementary Agreement.

The M&A Regulations establish more complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in the PRC.

        The M&A Regulations establish additional procedures and requirements that could make some acquisitions of Chinese companies by foreign investors more time-consuming and complex, including requirements in some instances that MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a Chinese domestic enterprise. We may grow our business in part by acquiring complementary businesses. Complying with the requirements of the M&A Regulations to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from MOFCOM, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

A failure by our shareholders or beneficial owners who are PRC citizens or residents in the PRC to comply with certain PRC foreign exchange regulations could restrict our ability to distribute profits, restrict our overseas and cross-border investment activities or subject us to liability under PRC laws, which could adversely affect our business and financial condition.

        In October 2005, China's State Administration of Foreign Exchange, or SAFE, issued the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments via Overseas Special Purpose Vehicles, or SAFE Circular 75. SAFE Circular 75 states that PRC citizens or residents must register with the relevant local SAFE branch or central SAFE in connection with their establishment or control of an offshore entity established for the purpose of overseas equity financing involving a roundtrip investment whereby the offshore entity acquires or controls onshore assets or equity interests held by the PRC citizens or residents. In addition, such PRC citizens or residents must amend their SAFE registrations when the offshore special purpose company undergoes material events relating to increases or decreases in investment amount, transfers or exchanges of shares, mergers or divisions, long-term equity or debt investments, external guarantees, or other material events that do not involve roundtrip investments. In May 2007, SAFE issued guidance to its local branches regarding the operational procedures for such registration, which provides more specific and stringent requirements on the registration relating to SAFE Circular 75. The guidance imposes obligations on onshore subsidiaries of the offshore special purpose company to coordinate with and supervise the beneficial owners of the offshore entity who are PRC citizens or residents to complete the SAFE registration process.

        We are committed to complying, and to ensuring that our shareholders who are PRC citizens or residents comply, with the SAFE Circular 75 requirements. We understand that Mr. Qingzeng Liu, our ultimate individual controlling shareholder who is a PRC resident, has completed his registration with SAFE Tianjin branch in 2005 for his outbound investments in Premium Sino Finance and other SPVs under Premium Sino Finance. We have been informed by SAFE Tianjin branch that SAFE Circular 75 does not apply to the acquisition of the 90% equity interests in Superport Limited by Premium Sino Finance because no offshore financing activities have occurred in connection with the above acquisition by Premium Sino Finance, Superport Limited or any other offshore SPV in our Group. Accordingly, Mr. Qingzeng Liu intends to update his registration with SAFE for his equity interests in Premium Sino Finance. However, we may not be fully informed of the identities of all our beneficial owners who are PRC citizens or residents, and we cannot compel our beneficial owners to comply with the SAFE Circular 75 requirements. As a result, we cannot assure you that all of our shareholders or beneficial

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owners who are PRC citizens or residents have complied with, and will in the future make or obtain any applicable registrations or approvals required by, SAFE Circular 75 or other related regulations. Failure by such shareholders or beneficial owners to comply with SAFE Circular 75 could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiaries' ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects. See Item 3.D "—Restrictions under PRC law on our PRC subsidiary's ability to make dividends and other distributions could materially and adversely affect our ability to grow, make investments or acquisitions that could benefit our business, pay dividends to you, and otherwise fund and conduct our businesses."

A failure to comply with PRC regulations regarding the registration of share options and restricted shares of our employees who are PRC citizens may subject such employees or us to fines and legal or administrative sanctions.

        Pursuant to the Implementation Rules of the Administrative Measures on Individual Foreign Exchange, or the Individual Foreign Exchange Rules, promulgated on January 5, 2007 by SAFE and a relevant guidance issued by SAFE in March 2007, PRC citizens who are granted shares or share options by an overseas-listed company according to its employee share option or share incentive plan are required, through the PRC subsidiary of such overseas-listed company or other qualified PRC agents, to register with SAFE and complete certain other procedures related to the share option or other share incentive plan. Foreign exchange income from the sale of shares or dividends distributed by the overseas-listed company must be remitted into the PRC. In addition, the overseas-listed company or its PRC subsidiary or other qualified PRC agent is required to appoint an asset manager or administrator and a custodian bank, and open foreign currency accounts to handle transactions relating to the share option or other share incentive plan. If we grant our PRC citizen employees incentive shares or share options in the future, we and our PRC citizen employees who are PRC incentive shareholders or option holders, will be subject to these rules. If we or our PRC incentive shareholders or option holders fail to comply with these rules, we or our PRC incentive shareholders or option holders may be subject to fines and legal or administrative sanctions.

PRC government restrictions on the convertibility of Renminbi may limit our ability to effectively utilize our revenues and funds and the ability of our PRC subsidiary to obtain financing.

        Our revenues and a substantial portion of our costs and expenses are denominated in Renminbi, which is currently not a freely convertible currency, with the remainder of our costs and expenses in U.S. dollars. In order for us to effectively utilize our revenues and the funds raised in our initial public offering, we need to conduct currency exchanges between Renminbi and other currencies. Under PRC regulations as of the date of this annual report, Renminbi is convertible for "current account transactions," which include, among other things, dividend payments and payments for the import of goods and services. Our PRC subsidiary may also retain foreign exchange in their respective current account bank accounts for use in payment of international current account transactions. Although the Renminbi has been fully convertible for current account transactions since 1996, we cannot assure you that the relevant PRC government authorities will not limit or eliminate our ability to purchase and retain foreign currencies for current account transactions in the future.

        Conversion of Renminbi into foreign currencies, and of foreign currencies into Renminbi, for payments relating to "capital account transactions," which principally include investments and loans, generally requires the approval of SAFE and other relevant PRC governmental authorities. Restrictions on the convertibility of the Renminbi for capital account transactions could affect the ability of our PRC subsidiary to make investments overseas or to obtain foreign exchange through debt or equity financing, including by means of loans or capital contributions from us.

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        If we finance our PRC subsidiary through additional capital contributions, the amount of these capital contributions must be approved by MOFCOM in the PRC or its local counterpart. On August 29, 2008, SAFE promulgated Circular 142, a notice regulating the conversion by a foreign-invested company of foreign currency into Renminbi by restricting how the converted Renminbi may be used. The notice requires that Renminbi converted from the foreign currency-denominated capital of a foreign-invested company may only be used for purposes within the business scope approved by the applicable governmental authority and may not be used for equity investments within the PRC unless specifically provided for otherwise in its business scope. In addition, SAFE strengthened its oversight of the flow and use of Renminbi funds converted from the foreign currency denominated capital of a foreign-invested company. The use of such Renminbi may not be changed without approval from SAFE, and may not be used to repay Renminbi loans if the proceeds of such loans have not yet been used for purposes within the company's approved business scope. Violations of Circular 142 may result in severe penalties, including substantial fines as set forth in the Foreign Exchange Administration Regulations.

        We cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans by us to our PRC subsidiary or with respect to future capital contributions by us to our PRC subsidiary. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds we receive from our initial public offering and to capitalize or otherwise fund our PRC operations may be negatively affected, which could adversely and materially affect our liquidity and our ability to fund and expand our business.

Restrictions under PRC law on our PRC subsidiary's ability to make dividends and other distributions could materially and adversely affect our ability to grow, make investments or acquisitions that could benefit our business, pay dividends to you, and otherwise fund and conduct our businesses.

        A majority of our revenues are earned by our PRC subsidiary. However, PRC regulations restrict the ability of our PRC subsidiary to make dividends and other payments to their offshore parent company. PRC legal restrictions permit payments of dividends by our PRC subsidiary only out of their accumulated after-tax profits, if any, determined in accordance with PRC accounting standards and regulations. Our PRC subsidiary is also required under PRC laws and regulations to allocate at least 10% of its annual after-tax profits determined in accordance with PRC GAAP to a statutory general reserve fund until the cumulative amount in such fund reaches 50% of the company's registered capital. Allocations to this statutory reserve fund can only be used for specific purposes and are not transferable to us in the form of loans, advances or dividends. As of September 30, 2009 and September 30, 2010, our PRC subsidiary had allocated $5.1 million and $7.2 million, respectively, to these statutory reserve funds. The total amount of our retained earnings was $11.6 million as of September 30, 2008 and $5.2 million as of September 30, 2009, and our total accumulated losses as of September 30, 2010 were $8.5 million. Any limitations on the ability of our PRC subsidiary to transfer funds to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends and otherwise fund and conduct our business.

        In addition, under the EIT law, the Notice of the State Administration of Taxation on Negotiated Reduction of Dividends and Interest Rates, or Notice 112, which was issued on January 29, 2008, the Arrangement between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income, or the Double Taxation Arrangement (Hong Kong), which became effective on January 1, 2007, and the Notice of the State Administration of Taxation Regarding Interpretation and Recognition of Beneficial Owners under Tax Treaties, or Notice 601, which became effective on October 27, 2009, dividends from our PRC subsidiary paid to us through our Hong Kong subsidiary may be subject to a withholding tax at a rate of 10%, or at a rate of 5% if our Hong Kong subsidiary is considered as a "beneficial owner" that is generally

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engaged in substantial business activities and entitled to treaty benefits under the Double Taxation Arrangement (Hong Kong). "Beneficial owner" under the relevant PRC rules refers to any person who owns or has control over income or any rights or assets which give rise to such income. Notice 601 further provides that "beneficial owner" could be an individual, a company or any other organization that is generally engaged in substantial business activities and that an agent or a conduit company shall not be regarded as a "beneficial owner." Furthermore, the ultimate tax rate will be determined by treaty between the PRC and the tax residence of the holder of the PRC subsidiary. We are actively monitoring the proposed withholding tax and are evaluating appropriate organizational changes to minimize the corresponding tax impact.

If we are found to have failed to comply with applicable laws, we may incur additional expenditures or be subject to significant fines and penalties.

        Our operations are subject to PRC laws and regulations applicable to us. However, the scope of many PRC laws and regulations are uncertain, and their implementation could differ significantly in different localities. In certain instances, local implementation rules and their implementation are not necessarily consistent with the regulations at the national level. Although we strive to comply with all applicable PRC laws and regulations, we cannot assure you that the relevant PRC government authorities will not determine that we have not been in compliance with certain laws or regulations.

We may suffer reputational harm and the value of our ADSs may be affected if, due to our strong relationship with PetroChina, we become the target of or are otherwise negatively affected by any public campaign that seeks to persuade or influence PetroChina or its parent company, CNPC, to sever business ties with certain sanctioned countries.

        We understand that CNPC, the parent company of PetroChina, certain affiliates of which are our largest customers, has conducted business activities in Iran, Sudan, Syria and Cuba, which are identified by the U.S. State Department as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls. We do not have any direct or indirect ties with these countries and do not have any plan or intention to have any business dealings with these countries. As a result of CNPC's business dealings, direct or indirect, with these countries, in recent years certain organizations and investors have conducted public campaigns to persuade CNPC and PetroChina, a company listed on the New York Stock Exchange, to end business contacts, direct or indirect, with Iran and Sudan. In response to these public campaigns, certain institutional investors have divested their holdings of PetroChina's securities. To the extent that CNPC continues to engage, directly or indirectly, in business activities in these sanctioned countries, CNPC or PetroChina may become the subject of similar efforts by organizations and investors. Such efforts may negatively impact our reputation as a US-listed service provider to affiliates of PetroChina and investor sentiment with respect to our ADSs may be affected. Investors in the United States may believe that the value of their investment in us may be adversely affected due to our business dealings with PetroChina, or they may choose not to invest in, and to divest any investments in, issuers that are associated even indirectly with CNPC and PetroChina. Any negative investor sentiment as a result of such reputational issues may cause the price of our ADSs to decline and adversely affect the value of your investment in us.

Any future outbreak of a severe form of H1N1 influenza, severe acute respiratory syndrome or avian flu in the PRC, or any similar adverse public health developments, may disrupt our business and operations.

        Adverse public health epidemics or pandemics could disrupt businesses operations and economic activities in the PRC. For example, in 2009, occurrences of H1N1 influenza were reported throughout the PRC, and since 2005, there have been reports on the occurrences of avian influenza in various parts the PRC, including a number of confirmed human cases that resulted in fatalities. From December 2002 to June 2003, the PRC and certain other countries experienced an outbreak of a new and highly

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contagious form of atypical pneumonia now known as severe acute respiratory syndrome, or SARS. During May and June of 2003, many businesses in the PRC were temporarily closed by the PRC government to prevent transmission of SARS. The World Health Organization has announced that there is a high likelihood of an outbreak of avian flu in Asia, with the potential to be as disruptive as if not more disruptive than SARS. Any recurrence of the SARS outbreak, an avian flu outbreak, a severe H1N1 outbreak, or the development of a similar health hazard in the PRC, may disrupt our business and operations and prevent us from providing our services in a timely manner.

Fluctuations in exchange rates could have an adverse effect on our results of operations and may have a material adverse effect on your investment.

        Our revenues and a substantial portion of our costs and expenses are denominated in Renminbi, which is currently not a freely convertible currency, with the remainder of our costs and expenses in U.S. dollars. Fluctuations in currency exchange rates have had a limited impact on our results of operations in the past, as our customers have made payment to us in Renminbi. However, if we expand to overseas markets, sales of our services to international customers may be denominated in U.S. dollars. Continued fluctuations in exchange rates, particularly among the U.S. dollar and Renminbi, could result in foreign exchange losses and affect our gross and net profit margins.

        Furthermore, the change in value of the Renminbi against the U.S. dollar, Euro and other currencies is affected by, among other things, changes in the PRC's political and economic conditions. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. dollar. Under the new policy, the Renminbi is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. There remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and more significant appreciation of the Renminbi against the U.S. dollar. As a significant portion of our costs and expenses is denominated in Renminbi, the revaluation in July 2005 and potential future revaluation has and could further increase our costs. In addition, any significant revaluation of the Renminbi may have a material adverse effect on our revenues and financial condition, and the value of, and any dividends payable on, our ordinary shares in foreign currency terms. For example, to the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive from the conversion. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount available to us.

Risks Relating to Our ADSs

The trading price of our ADSs is likely to be volatile, which could result in substantial losses to investors.

        The trading price of our ADSs is likely to be volatile and could fluctuate widely in response to factors relating to our business as well as external factors beyond our control. Factors such as variations in our financial results, announcements of new business initiatives by us or by our competitors, recruitment or departure of key personnel, changes in the estimates of our financial results or changes in the recommendations of any securities analysts electing to follow our securities or the securities of our competitors could cause the market price for our ADSs to change substantially. At the same time, the securities markets may from time to time experience significant price and volume fluctuations that are not related to the operating performance of particular companies. For example, in late 2008 and early 2009, the securities markets in the United States, the PRC and other jurisdictions experienced the largest decline in share prices since September 2001 due to the global economic and financial crisis. These market fluctuations may also have a material adverse effect on the market price of our ADSs.

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        In addition, the performance and fluctuation of the market prices of other companies with business operations located mainly in the PRC that have listed their securities in the United States may affect the volatility in the price of and trading volumes for our ADSs. In recent years, a number of PRC companies have listed their securities, or are in the process of preparing for listing their securities, on U.S. stock markets. Some of these companies have experienced significant volatility, including significant price declines in connection with their initial public offerings. The trading performances of these PRC companies' securities at the time of or after their offerings may affect the overall investor sentiment towards PRC companies listed in the United States and consequently may impact the trading performance of our ADSs. These broad market and industry factors may significantly affect the market price and volatility of our ADSs, regardless of our actual operating performance. Any of these factors may result in large and sudden changes in the trading volume and price for our ADSs.

Substantial future sales or perceived sales of our ADSs or ordinary shares by existing shareholders could cause the price of our ADSs to decline.

        If our existing shareholders sell, indicate an intention to sell, or are perceived to intend to sell, substantial amounts of our ordinary shares in the public market after the 180-day contractual lock-up period and other legal restrictions on resale discussed in this annual report lapse, the trading price of our ordinary shares could decline. As of the date of this annual report, we had 131,578,948 outstanding ordinary shares, including ordinary shares represented by ADSs. The representative of the underwriters of our initial public offering may, in its sole discretion, permit our officers, directors, warrant holders and shareholders to sell their ordinary shares prior to the expiration of the lock-up agreements. After the lock-up agreements pertaining to our initial public offering expire (180 days or more from November 3, 2010), all of our outstanding ordinary shares will be eligible for sale in the public market, but they will be subject to volume limitations under Rule 144 under the U.S. Securities Act of 1933, as amended, or the Securities Act. If these additional shares are sold, or if it is perceived that they will be sold in the public market, the trading price of our ordinary shares could decline.

As a company incorporated in the Cayman Islands, we may adopt certain home country practices in relation to corporate governance matters. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the NASDAQ Global Select Market corporate governance listing standards.

        As a non-U.S. company with shares listed on the NASDAQ Global Select Market, we are subject to the NASDAQ Global Select Market corporate governance listing standards. However, in reliance on Rule 5615(a)(3) of the NASDAQ Listing Rules, which permits a foreign private issuer to follow the corporate governance practices of its home country, we have adopted certain corporate governance practices that differ significantly from the NASDAQ Global Select Market corporate governance listing standards. Specifically, we have not adopted a formal written charter or passed board resolutions with respect to the nominations process for appointees to our board of directors as required by Rule 5605(e)(2) of the NASDAQ Listing Rules. In addition, our directors will neither be nominated by a majority of our independent directors in a vote in which only independent directors participate nor by a nominations committee comprised solely of independent directors as required by Rule 5605(e)(1) of the NASDAQ Listing Rules, and instead will be selected or recommended by the board of directors. Such home country practice differs from the NASDAQ Global Select Market corporate governance listing standards because there are no specific provisions under the Companies Law of the Cayman Islands imposing such requirements. As a result, our executive directors, one of whom is also our major shareholder, may have greater power to make or influence major decisions than they would if we complied with all the NASDAQ Global Select Market corporate governance listing standards. While we may adopt certain practices that are in compliance with the laws of the Cayman Islands, such practices may differ from more stringent requirements imposed by the NASDAQ Global Select Market rules and as such, our shareholders may be afforded less protection under Cayman Islands law than they would under the NASDAQ Global Select Market rules applicable to U.S. domestic issuers.

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We may become a passive foreign investment company, or PFIC, which could result in adverse U.S. tax consequences to U.S. holders.

        Based on our financial statements, relevant market and shareholder data, and the projected composition of our income and valuation of our assets, including goodwill, we do not expect to be a passive foreign investment company, or a PFIC, for the taxable year ending September 30, 2011, and we do not expect to become one in the future, although there can be no assurance in this regard. If we become a PFIC, U.S. holders of our ordinary shares or ADSs may become subject to increased tax liabilities under United States federal income tax laws and regulations and will become subject to burdensome reporting requirements. The determination of whether or not we are a PFIC is made on an annual basis and will depend on the composition of our income and assets from time to time. Specifically, for any taxable year we will be classified as a PFIC for United States federal income tax purposes if either (i) 75% or more of our gross income in that taxable year is passive income or (ii) the average percentage of our assets (which includes cash) by value in that taxable year which produce or are held for the production of passive income is at least 50%. See Item 10.E "Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company."

You may not be able to participate in any future rights offerings and may experience dilution of your holdings in relation to any such offerings.

        We may, from time to time, distribute rights to our shareholders, including rights to acquire securities. Under the deposit agreement, the depositary will not distribute rights to holders of ADSs unless the distribution and sale of rights and the securities to which these rights relate are either exempt from registration under the Securities Act with respect to all holders of ADSs, or are registered under the provisions of the Securities Act. The depositary may, but is not required to, attempt to sell these undistributed rights to third parties, and may allow the rights to lapse. We may be unable to establish an exemption from registration under the Securities Act, and we are under no obligation to file a registration statement with respect to these rights or underlying securities or to endeavor to have a registration statement declared effective. Accordingly, you may be unable to participate in our rights offerings and may experience dilution of your holdings as a result.

You may not be able to exercise your right to vote.

        As an ADS holder, you may only exercise voting rights with respect to the underlying ordinary shares in accordance with the provisions of the deposit agreement. Under the deposit agreement, you must vote by giving voting instructions to the depositary. Upon receipt of your voting instructions, the depositary will endeavor to vote the underlying ordinary shares in accordance with these instructions. Otherwise, you will not be able to exercise your right to vote unless you withdraw the ordinary shares underlying your ADSs.

        Pursuant to our amended and restated memorandum and articles of association, we may convene a shareholders' meeting upon a 10-day notice. When a shareholder's meeting is convened, you may not receive sufficient advance notice to withdraw the ordinary shares underlying your ADSs to allow you to vote with respect to any specific matter. If we give timely notice and ask it to, the depositary will notify you of the upcoming vote and arrange to deliver our voting materials to you. We cannot assure you that you will receive the voting materials in time to instruct the depositary to vote the ordinary shares underlying your ADSs. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and there may be nothing you can do if the ordinary shares underlying your ADSs are not voted as you requested.

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Anti-takeover provisions in our charter documents may discourage a third party from acquiring us, which could limit our shareholders' opportunities to sell their shares at a premium.

        Our amended and restated memorandum and articles of association include provisions that could limit the ability of others to acquire control of us, modify our structure or cause us to engage in change-of-control transactions. For example, our board of directors will have the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix the powers and rights of these shares, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares in the form of ADSs or otherwise. Preferred shares could thus be issued quickly with terms calculated to delay or prevent a change in control or make removal of management more difficult. In addition, if our board of directors issues preferred shares, the market price of our ADSs may fall and the voting and other rights of the holders of our ordinary shares and ADSs may be materially and adversely affected. The above provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of us in a tender offer or similar transaction.

We are a Cayman Islands company and, because judicial precedent regarding the rights of shareholders is more limited under Cayman Islands law than under U.S. law, you may have less protection of your shareholder rights than you would under U.S. law.

        Our corporate affairs are governed by our amended and restated memorandum and articles of association, the Cayman Islands Companies Law (2010 Revision), as amended, and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, the rights of minority shareholders to institute actions and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. Furthermore, shareholders of Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

You will have limited ability to bring an action against us or against our directors and officers, or to enforce a judgment against us or them, because we are incorporated in the Cayman Islands, because we conduct a majority of our operations in the PRC and because the majority of our directors and officers reside outside the United States.

        We are incorporated in the Cayman Islands and conduct our operations primarily in the PRC. A substantial majority of our assets are located outside the United States and most of our directors and officers reside outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the Cayman Islands or in the PRC in the event that you believe that your rights have been infringed under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind in United States courts, the laws of the Cayman Islands and of the PRC may render you unable to enforce a judgment of United States courts against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

        As a result of all of the above, our public shareholders may have more difficulty in protecting their interests through actions taken against our management, our board of directors or our controlling shareholders than they would as public shareholders of a corporation incorporated in a jurisdiction in the United States.

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Your ability to protect your rights as shareholders through the U.S. federal courts may be limited because we are incorporated under Cayman Islands law.

        Cayman Islands companies may not have standing to initiate a derivative action in a federal court of the United States. As a result, your ability to protect your interests if you are harmed in a manner that would otherwise enable you to sue in a United States federal court may be limited to direct shareholder lawsuits.

The voting rights of holders of ADSs are limited in several significant ways by the terms of the deposit agreement.

        Holders of our ADSs may only exercise their voting rights with respect to the underlying ordinary shares in accordance with the provisions of the deposit agreement. Upon receipt of voting instructions from a holder of ADSs in the manner set forth in the deposit agreement, the depositary will endeavor to vote the underlying ordinary shares in accordance with these instructions. Under our amended and restated memorandum and articles of association and Cayman Islands law, the minimum notice period required for convening a general meeting is 10 days. When a general meeting is convened, you may not receive sufficient notice of a shareholders' meeting to permit you to withdraw your ordinary shares to allow you to cast your vote with respect to any specific matter at the meeting. In addition, the depositary and its agents may not be able to send voting instructions to you or carry out your voting instructions in a timely manner. We will make all reasonable efforts to cause the depositary to extend voting rights to you in a timely manner, but we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the shares underlying your ADSs. Furthermore, the depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote. As a result, you may not be able to exercise your right to vote and you may lack recourse if the shares underlying your ADSs are not voted as you requested.

The depositary of our ADSs will, except in limited circumstances, grant to us a discretionary proxy to vote the ordinary shares underlying your ADSs if you do not vote at shareholders' meetings, which could adversely affect your interests and the ability of our shareholders as a group to influence the management of our company.

        Under the deposit agreement for the ADSs, the depositary will give us a discretionary proxy to vote our ordinary shares underlying your ADSs at shareholders' meetings if you do not vote, unless:

•

we have failed to timely provide the depositary with our notice of meeting and related voting materials;

•

we have instructed the depositary that we do not wish a discretionary proxy to be given;

•

we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting;

•

a matter to be voted on at the meeting would have a material adverse impact on shareholders; or

•

voting at the meeting is made on a show of hands.

        The effect of this discretionary proxy is that you cannot prevent our ordinary shares underlying your ADSs from being voted, absent the situations described above, and it may make it more difficult for holders of ADSs to influence the management of our company. Holders of our ordinary shares are not subject to this discretionary proxy.

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You may not receive distributions on our ordinary shares or any value for them if it is unlawful or impractical for us to make them available to you.

        The depositary of our ADSs has agreed to pay you the cash dividends or other distributions it or the custodian for our ADSs receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of our ordinary shares your ADSs represent. However, the depositary is not responsible if it is unlawful or impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act but that are not properly registered or distributed pursuant to an applicable exemption from registration. The depositary is not responsible for making a distribution available to any holders of ADSs if any government approval or registration is required for such distribution. The depositary may also determine that it is not feasible to distribute certain property through the mail. Additionally, the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may determine not to distribute such property. We have no obligation to register under U.S. securities laws any ADSs, ordinary shares, rights or other securities received through such distributions. We also have no obligation to take any other action to permit the distribution of our ADSs, ordinary shares, rights or anything else to holders of our ADSs. This means that you may not receive the distributions we make on our ordinary shares or any value for them if it is unlawful or impractical for us to make them available to you. These restrictions may have a material and adverse effect on the value of your ADSs.

You may be subject to limitations on the transfer of your ADSs.

        Your ADSs, represented by American depositary receipts, are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may close its books from time to time for a number of reasons, including in connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number of ADS holders on its books for a specified period. The depositary may also close its books in emergencies, and on weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of our ADSs generally when our books or the books of the depositary are closed, or at any time if we think or the depositary thinks it is necessary or advisable to do so in connection with the performance of its duty under the deposit agreement, including due to any requirement of law or any government or governmental body, or under any provision of the deposit agreement.

Item 4.    INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY

Our History

        We commenced operation in October 2004 as TNH. On October 12, 2007, International Petroleum Services Corporation Limited, or International Petroleum, a company incorporated in Hong Kong and then wholly owned by Mr. Ernest Cheung, entered into an equity transfer agreement with Mr. Guoqiang Xin, who serves as our current CEO, Mr. Fengkai Liu and Mr. Fengshan Liu, the then shareholders of TNH, under which:

•

Mr. Guoqiang Xin transferred his 94.60% of the equity interest in TNH to International Petroleum for a consideration of RMB33,205,000;

•

Mr. Fengkai Liu transferred his 5% of the equity interest in TNH for a consideration of RMB1,755,000; and

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•

Mr. Fengshan Liu transferred his 0.40% of the equity interest in TNH for a consideration of RMB140,000.

        The equity acquisition under the equity transfer agreement, or the 2007 Acquisition, was approved by the local counterpart of the Ministry of Commerce, or MOFCOM, in Tianjin on December 18, 2007 and a Certificate of Approval for Foreign Invested Enterprise in the PRC was issued by the Tianjin Municipal Government on December 21, 2007. TNH obtained a new business license on January 10, 2008 to change its corporate status to a wholly foreign owned enterprise, or WFOE.

        To enable us to raise equity capital from investors outside of the PRC, we set up an offshore holding company structure by establishing Superport Limited, a British Virgin Islands incorporated company, in March 2009 to hold 100% of the equity interest in International Petroleum on May 4, 2009 for a consideration of HK$5,000. On May 6, 2009, under an equity transfer agreement entered into between Mr. Ernest Cheung, the sole shareholder of Superport Limited, Premium Sino Finance Limited, or Premium Sino Finance, a British Virgin Islands incorporated company, whose sole director and shareholder is Mr. Qingzeng Liu, who serves as our current Chairman, Premium Sino Finance acquired 90% of the outstanding share capital of Superport Limited for a consideration of HK$45,000,000, or the 2009 Acquisition. The remaining 10% of the outstanding share capital of Superport Limited were acquired by Wise Worldwide Limited, or Wise Worldwide, a British Virgin Islands incorporated company, from Mr. Ernest Cheung for a consideration of HK$5,000,000. Subsequently, Wise Worldwide transferred some of the shares in Superport Limited it held to Prosperia International Limited, a British Virgin Islands incorporated company, and King Da Investment Fund Limited, a Cayman Islands incorporated company.

        In furtherance of certain oral agreements reached in connection with the 2007 Acquisition and 2009 Acquisition and in order to remunerate Mr. Ernest Cheung and Mr. Guoqiang Xin for the financial performance of TNH subsequent to those acquisitions, on November 30, 2009, Premium Sino Finance, Mr. Guoqiang Xin and Mr. Ernest Cheung entered into a supplemental agreement, under which the parties agreed, among other things, that:

•

the fair value of TNH in 2007, or the TNH 2007 valuation, shall be 4.5 times of the audited net profit recorded by TNH in 2007; while the fair value of TNH in 2009, or the TNH 2009 valuation, shall be 5 times of the average of audited net profits recorded by TNH in 2008 and 2009 respectively;

•

Premium Sino Finance shall pay Mr. Ernest Cheung an additional consideration, or the additional consideration, for the 2009 Acquisition, which is equivalent to the difference between the TNH 2009 valuation and the HK$50,000,000 Premium Sino Finance and Wise Worldwide paid to Mr. Ernest Cheung for the 2009 Acquisition; and

•

Mr. Ernest Cheung instructs Premium Sino Finance to pay to Mr. Guoqiang Xin, out of the additional consideration, an amount equivalent to the difference between the TNH 2007 valuation and the RMB35,100,000 Mr. Ernest Cheung paid to Mr. Guoqiang Xin for the 2007 Acquisition.

        We incorporated SinoTech Energy Limited, or SinoTech, in the Cayman Islands on June 9, 2010 as our listing vehicle. SinoTech became our ultimate holding company on October 12, 2010 when it issued shares to the existing shareholders of Superport Limited in exchange for all of the outstanding shares of Superport Limited.

        We completed our initial public offering of our ADSs on the NASDAQ Global Select Market on November 8, 2010.

        See Item 5.B. "Liquidity and Capital Resources—Capital Expenditures" for a description of our principal capital expenditures since the beginning of our last three financial years. We entered into an

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agreement in December 2010 to purchase 10 additional LHD units. See Item 14. "Material Modifications to the Rights of Security Holders and Use of Proceeds—E. Use of Proceeds."

        Our principal executive offices are located at 3/F, No. 19 Ronghua South Road, Beijing Economic-Technological Development Area, Beijing 100176, People's Republic of China. Our telephone number at this address is +86-10-8712-5555. Our registered office in the Cayman Islands is at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our agent for service of process in the United States is Law Debenture Corporate Services Inc., 400 Madison Avenue, 4^th Floor, New York, New York 10017, United States.

B. BUSINESS OVERVIEW

        We are a fast-growing and profitable provider of EOR services in the PRC. We believe we are a leading domestic non-state-owned player in the PRC's EOR sector. We provide innovative EOR services to major oil companies in the PRC using leading edge technologies, which include certain patented LHD technologies, which we have an exclusive right to use in the PRC, and a MDF technology for which we hold a PRC patent. We also provide technical services to CBM customers using the LHD technology.

        Our LHD services increase crude oil or methane gas output by using a high-pressure water jet to drill horizontal holes in multiple directions from an existing vertical well to the surrounding reservoirs, thereby increasing the quantity of the flow of oil and methane gas. Based on pilot tests conducted over a period of three months at our customer sites, the 18 oil wells across five major oil fields in the PRC where we tested the LHD technology showed on average an increase in daily production volumes of approximately 230% and the seven coalbed methane wells where we tested the LHD technology showed on average an increase in daily production volumes of approximately 976%.

        Our MDF technology increases oil recovery from mature wells by displacing the residual oil that adheres to sedimentary rock or sand in the oil reservoir. When the MDF chemical solution is injected into the reservoir and encounters the oily sand, it creates an ultra thin film that separates crude oil from sand content, thereby enabling the oil to flow more freely and to be efficiently extracted by the oil pump. The utilization of our MDF solution has resulted in oil production rate increases of approximately 17% and approximately 36% at trial wells at the Dagang and Liaohe oilfields, respectively, over the course of three months, according to a report prepared by Beijing Ji'ao in 2008 which was commissioned by us.

        With our expertise and experience in such technologies, we believe that we have positioned ourselves well within the growing PRC oilfield services market to provide EOR services to large PRC oil and gas companies. We have captured service contracts with large PRC oil companies that are affiliates of China National Petroleum Corporation, or CNPC, and believe we are well positioned to capture additional contracts with CNPC affiliates and other major PRC oil companies going forward.

        Our sales have grown at a CAGR of 41.2% from $9.6 million in the period from October 13, 2004 (inception of TNH) to September 30, 2005 to $38.2 million in the fiscal year ended September 30, 2009. Our net income increased at a CAGR of 45.9% from $3.2 million in the period from October 13, 2004 (inception of TNH) to September 30, 2005 to $14.5 million in the fiscal year ended September 30, 2009. In the fiscal year ended September 30, 2010, we had sales of $45.3 million and a net loss of $13.7 million. Our sales are diversified across our three sections contributing 37.5%,62.5% and nil of our total sales in the fiscal year ended September 30, 2009, and 46.8%, 42.8% and 10.4% of our total sales in the fiscal year ended September 30, 2010, from our LHD, MDF and consulting sections, respectively.

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Our Services

        The following map shows the geographic distribution of the oil and coalfields at which we currently provide our LHD and MDF services directly to oil and coalfield operators:

Lateral Hydraulic Drilling

        Our LHD technology is designed to enhance production in oil wells and coalfields by increasing the quantity of the flow of oil and methane gas to the vertical wellbore from the surrounding reservoirs. Our LHD units use high-pressure water jets to drill horizontal tunnels in multiple directions from the vertical wellbore, thereby increasing the number of points of contact between the wellbore and the reservoir and improving the flow of oil and methane gas. The time that it takes to complete drilling at customer sites ranges from four to eight days for oil wells, and almost the same length of time for CBM wells. The average drilling distance is 354 meters per well for oil wells and 992 meters per well for CBM wells for the fiscal year ended September 30, 2010. Each LHD unit generally services approximately 48 to 60 wells per year.

        As a low-cost horizontal drilling technology, LHD has the potential to extract reserves in low production vertical wells not otherwise accessible by traditional EOR techniques. There are 120,000 in the PRC that would benefit from the LHD technology. The LHD technology is considered most suitable for existing vertical production wells with low yields. In the PRC, the abandonment of development wells is rare—wells producing only three barrels per day are often still kept in operation.

        Our LHD equipment is mounted on trucks that can be driven on normal roads and highways to the site of a customer's oil or coalbed methane field. Each LHD unit is equipped with a high pressure jet motor for pumping pressurized water, a computerized monitoring system with proprietary software for monitoring and controlling various aspects of the drilling operation, devices used to collect operating data which can be seen by the LHD operator using the monitoring system above ground, a high pressure water jet and ancillary equipment to guide the jet horizontally and coil tubing used to deliver the high-pressure fluid used for drilling.

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        The following diagram illustrates the LHD service process:

        The LHD process entails using a specialized cutting assembly to cut an approximately one-inch diameter hole in the vertical wellbore casing through which the nozzle of the jetting hose passes. A deflecting shoe directs the jetting hose to the opening in the wellbore. The jetting hose consists of a 2,000 to 3,000 meter flexible coil tubing which can turn over 90 degrees for directional drilling. The high-pressure water jet then drills a tunnel extending laterally through the casing, through the near wellbore damage, or debris collected near the wellbore as a result of perforating the casing and the drilling process, and into the rock formation. The procedure bores one to two-inch diameter lateral drainage tunnels radiating out at multiple angles into the reservoir, similar to the spokes of a wagon wheel. The jetting hose has both forward and backward-facing water jets. The forward jet drills the lateral tunnel while the rear jet propels the jetting hose forward and clears away rock and other debris from the tunnel. Our customers can use the LHD technology in conjunction with other EOR technologies such as acidizing or fracturing to improve the ability of the surrounding rock formation to transmit oil or methane gas.

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        The following diagram illustrates the drilling process inside a wellbore:

        Prior to commencing the LHD process, our engineers consult with the customer to obtain technical details about the geological conditions and oil and methane gas production profiles of the service block. Based on this information, our engineers develop a drilling plan to maximize oil and methane gas production. In order to maximize the utilization of our equipment, our drilling plan typically focuses on servicing several adjacent wells within one service block. We assign five to six staff, including engineers and technical personnel, to each LHD unit. These on-site personnel are responsible for formulating the drilling plan, transporting equipment to the work site, preparing the well for insertion of the jetting hose, operating the LHD unit, monitoring drilling progress and recording the distance drilled for purposes of calculating our fee.

        Our initial testing of our LHD equipment took place in 2007 at Changqing oilfield where we had five test wells. These wells achieved production rate increases ranging from approximately 50% to 460% based on pilot tests conducted by us during the past three years, each test occurring over a three-month long period. One of these wells had no oil yield prior to the application of our LHD services. However, after the application of our LHD services, it achieved a crude oil yield of approximately 3.62 tons per day.

        We currently own and operate 10 LHD units. We purchased 10 additional units in December 2010. The first two new units were delivered in March 2011 and we are currently testing these units. We expect to take delivery of the remaining eight units by December 2011.

        As of the date of this annual report, we have agreements in place to provide our LHD services at Daqing oilfield, Liaoning coalfield and Shenyang coalfield.

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        The following chart summarizes certain terms of our LHD services agreements.

LHD Contract		Daqing Oilfield	Liaoning Coalfield	Shenyang Coalfield
Term		Initial contract: April 1, 2010 - March 31, 2012 Second contract: May 24, 2010 - May 23, 2013	October 26, 2009 - October 25, 2011	January 1, 2011 - December 31, 2012
Type of field		Oil	Coalbed methane	Coalbed methane
Number of LHD units		4	1	1
Customer		Daqing Huajian Petroleum Technology Service Co., Ltd.	Liaoning Ouya Dongdi Coalbed Gas Technology Development Co., Ltd.	Shenyang Rising Methane Technology Service Co., Ltd.
Fee (RMB/meter drilled)		2,500	900	900
Company's services		•       Prepare and implement technical plan	•       Prepare and implement technical plan	•       Prepare and implement technical plan
		•       Provide LHD unit as well as other necessary equipment and instrumentation	•       Provide LHD unit as well as other necessary equipment and instrumentation	•       Provide LHD unit as well as other necessary equipment and instrumentation
		•       Provide on-site personnel	•       Provide on-site personnel	•       Provide on-site personnel
Number of wells serviced(1):
	Year ended September 30, 2009	62	49	N.A.
	Year ended September 30, 2010	97	51	N.A.
Number of meters drilled
	Year ended September 30, 2009	20,535	51,880	N.A.
	Year ended September 30, 2010	34,370	50,595	N.A
Cost of sales for the period
	Year ended September 30, 2009	$2,118,341	$2,295,317	N.A.
	Year ended September 30, 2010	$4,250,177	$2,545,400	N.A.
Average cost of sales per meter drilled
	Year ended September 30, 2009	$103.16	$44.24	N.A.
	Year ended September 30, 2010	$123.66	$50.31	N.A.

(1)

Includes wells serviced by us at the relevant location prior to the current contract term.

Agreements relating to Daqing Oilfield

        We started providing LHD services at the Daqing oilfield from November 2009. Currently we have two contracts with Daqing Huajian Petroleum Technology Service Co., Ltd., which Daqing Huajian entered into on April 1, 2010 and May 24, 2010, respectively. We have a commercial understanding with Daqing Huajian that we will provide our LHD services until the end of the two year term in accordance with the first contract. Under these agreements, we are liable for any safety or environmental accidents caused by us.

Agreement relating to Liaoning Coalfield

        We entered into a one-year technical service contract in October 2008 with Liaoning Ouya Dongdi Coalbed Gas Technology Development Co., Ltd., or Liaoning Methane, to provide LHD services, equipment and tools at certain coalfields in Liaoning, the PRC. Upon successful completion of this contract, we entered into a new services agreement with Liaoning Methane in October 2009 with a term of two years. Under this agreement, we are liable for any safety or environmental accidents caused by us.

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Agreement relating to Shenyang Coalfield

        We entered into a two-year service contract in January 2011 with Shenyang Rising Methane Technology Service Co., Ltd, or Shenyang Methane, to provide LHD services, equipment and tools at Shenyang coalfield, the PRC. Under this agreement, we are liable for any safety or environmental accidents caused by us.

Letters of Intent

        In September and October 2010, we entered into letters of intent with PetroChina Coalbed Methane Co., Ltd. and Zhejiang Oilfield Company, both of which are affiliates of CNPC, and agreed to develop the LHD market in Hancheng, Shanxi Province and at the Zhejiang Oilfield.

LHD Service Contracts

        In furtherance of our letters of intent with affiliates of CNPC in July and November 2009, pursuant to which we intended to enter into service contracts to provide our LHD services to these CNPC affiliates, we entered into technical service contracts in August 2010 with Panjin Hanyu and Hebei Daofu to provide our LHD services at certain oilfields with respect to which Panjin Hanyu and Hebei Daofu will procure contracts with affiliates of PetroChina. Under these contracts, Panjin Hanyu and Hebei Daofu agreed to contract directly with the oilfield operators, handle payment collections and bear responsibility for potential safety and environmental liabilities. Pursuant to the original terms of these agreements, we agreed to pay each of Panjin Hanyu and Hebei Daofu annual service fees of RMB1.36 million and RMB4.0 million, respectively, payable quarterly, for their contracting and administrative roles. Each of the contracts with Panjin Hanyu and Hebei Daofu also originally provided that we will be paid a service fee of RMB2,500 per meter drilled. These payment terms were modified in December 2010 to change our fee structure and cap our fees such that we are no longer paid on a per meter drilled basis. Pursuant to our contract with Panjin Hanyu, which has a term of three years, Panjin Hanyu has agreed to use our LHD services for at least 200 oil wells at the Jilin Oilfield and Liaohe Oilfield. Under our contract with Hebei Daofu, which also has a three-year term, Hebei Daofu has agreed to assist us in developing the LHD services market with respect to the Huabei, Dagang, Shengli, Jidong and Zhongyuan Oilfields and enter into service contracts with the oilfield operators. Hebei Daofu has agreed to use our LHD services for at least 600 oil wells. In September 2010, we deployed one LHD unit to the Jilin Oilfield and two LHD units to the Dagang Oilfield, which have since commenced operations.

        In December 2010, we modified our agreements with Hebei Daofu and Panjin Hanyu. Under the terms of our modified agreement with Hebei Daofu, we are obliged to supply three LHD units and one testing unit. Hebei Daofu will pay us a fixed annual service fee for each LHD unit of RMB50 million and a fixed annual service fee for each testing unit of RMB2 million. These fees are payable by Hebei Daofu to us on a monthly basis at RMB12.7 million per month. Under the terms of our modified agreement with Panjin Hanyu, we are obliged to supply two LHD units and one testing unit. Panjin Hanyu will pay us a fixed annual service fee for each LHD unit of RMB50 million and a fixed annual service fee for each testing unit of RMB2 million. These fees are payable by Panjin Hanyu to us on a monthly basis at RMB8.5 million per month. Under each of the contracts with Panjin Hanyu and Hebei Daofu, we are responsible for formulating a construction plan for each well, supplying spare parts without charge within a specified quota, repairing equipment annually bearing the expenses, providing technical training and updates and supervising the construction quality on-site.

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Molecular Deposition Film Technology

        Our MDF technology increases oil recovery from mature wells by displacing the residual oil that adheres to sedimentary rock or sand in the oil reservoir. When the MDF chemical solution encounters the oily sand, it creates an ultra thin film that separates the oil from the sand, thereby enabling the oil to flow more freely and to be more efficiently extracted by the oil pump.

        Our customers utilize our MDF services as a part of tertiary recovery, or the final stage of recovery in the production life of a well that is preceded by primary and secondary oil recovery methods. In the primary stage of recovery, oil is extracted from the oil reservoir by an artificial lift system such as a pump. Over time, the volume of oil in the reservoir declines, thus reducing the pressure in the wellbore. With insufficient pressure in the wellbore, the artificial lift system cannot effectively draw out oil. In order to maintain pressure in the reservoir and direct the flow of oil towards the production well, the oilfield operator typically installs a network of water wells that inject water to substitute the volume of oil that has been extracted. The use of a water network is a secondary recovery method known as "waterflooding," which displaces the residual oil in the reservoir by injecting water into the oil reservoir. The water physically sweeps the displaced oil to adjacent production wells, from which the artificial lift system extracts the oil. After the secondary phase of oil recovery, oilfield operators may also implement various tertiary recovery methods, including the use of our MDF services, to improve the flow of oil in the reservoir and the production of the well.

        The following diagram illustrates the MDF service process:

        The MDF solution is dispersed into the oil reservoir through the network of water injection wells. In order to deploy the MDF solution, it is blended directly at the existing water injection facilities and pumped downhole into the water well. The MDF solution is water soluble and does not increase the viscosity of the injection water, which means that no additional injection capacity is required to pump the mixture into the reservoir. The MDF solution separates the oil from the sand content in the reservoir and the oil can subsequently flow freely towards the wellbore for extraction by the artificial lift system. Once lifted to the surface, the oil is separated from the water, gas, mud and sand, and the oil is transferred to an oil tank. A meter records the production tonnage at the entry point into the oil tank.

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        Our MDF technology can be used only in certain geological conditions. The geological conditions for MDF usage include suitable temperature, pressure, viscosity of the oil, porosity of the rock formation, and the water content of the reservoir as a result of waterflooding. The amount of MDF solution required to enhance production at a particular oilfield also depends on geological conditions. For example, we estimate that in the Dagang oilfield, one ton of MDF solution yields approximately 750 tons of incremental oil production. At the Huabei oilfield, we estimate that one ton of MDF solution yields approximately 152 tons of incremental oil production.

        Prior to commencing injection of our MDF solution into a customer's wells, our engineers meet with the customer, conduct preliminary tests of the service block's oil and water wells network and analyze production data provided by the customer. Our engineers then develop an MDF implementation plan for different well groups and sections of the oilfield based on the technical information they have collected. This plan includes a determination of the optimal amount of our MDF solution to inject into the reservoir.

        As the customer's MDF implementation plan is carried out, our on-site technicians, together with the customer's technical personnel, monitor the production data at the entry point into the customer's oil tank. In order to enhance recovery, we may also employ other chemical agents together with our MDF solution if the geological conditions of the oilfield require further treatment. For example, at the Dagang oilfield, as a result of the high viscosity and sand content of the oil, we apply a viscosity reduction agent, de-sanding powder and other chemicals to the reservoir. In contrast, the Huabei and Liaohe oilfields do not require the use of additional chemical agents to facilitate extraction.

        As of the date of this annual report, we have the following agreements in place to provide our MDF services for three oilfields operated by affiliates of CNPC.

        The following chart summarizes certain terms of our MDF services agreements. We renewed our MDF contracts at Dagang and Liaohe oilfields. We also entered into a new MDF contract at Liaohe oilfield for an additional 64 wells:

MDF Contract	Dagang Oilfield	Liaohe Oilfield	Liaohe Oilfield	Huabei Oilfield
Term	January 1, 2006 - December 31, 2011	January 1, 2007 - December 31, 2012	January 1, 2011 - December 31, 2012	July 17, 2008 - January 1, 2012
Customer	PetroChina Dagang Oilfield Branch	PetroChina Liaohe Oilfield Branch	PetroChina Liaohe Oilfield Branch	PetroChina Huabei Oil Field Company
Price (RMB/ton)	480	680	600	330
Production target (tons/year)	264,330	180,000	85,000	75,000
Actual production, 2010 (tons)	281,383	193,695	N.A.	75,531
Actual production, 2009 (tons)	270,002	184,774	N.A.	76,795
Actual production, 2008 (tons)	298,029	183,507	N.A.	N.A. (actual commencement of MDF services occurred in January 2009)
Actual production, 2007 (tons)	317,922	184,127	N.A.	N.A.

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MDF Contract	Dagang Oilfield	Liaohe Oilfield	Liaohe Oilfield	Huabei Oilfield
Penalty for missing target annual production	RMB50 per ton of production shortfall	None	None	If annual target not met, Company is charged a penalty of 3% of the annual service fee. If production target is still not met within 30 days, the customer may terminate the agreement and is entitled to a refund of service fees already paid.
Number of oil wells	178	110	64	49
Company's services	•       Prepare MDF injection plan •       Implement MDF injection plan •       Provide monitoring instrumentation and injection equipment •       Purchase MDF solution •       Pay for staff salaries •       Provide training of on-site employees of customer	•       Prepare MDF injection plan •       Implement MDF injection plan •       Purchase MDF solution and relevant equipment for the injection	•       Prepare MDF injection plan •       Implement MDF injection plan •       Purchase MDF solution and relevant equipment for the injection	•       Prepare MDF injection plan •       Implement MDF injection plan •       Purchase MDF solution •       Pay for staff salaries

        The following chart summarizes certain terms of our MDF subcontract agreements:

MDF Subcontract	Dagang Oilfield	Liaohe Oilfield	Liaohe Oilfield	Huabei Oilfield	Total
Term	October 1, 2009 - December 31, 2011	February 5, 2007 - December 31, 2012	January 1, 2011 - December 31, 2012	April 1, 2010 - January 1, 2012
Subcontractor	Hebei Daofu Petroleum Prospecting Technology Development Co., Ltd.	Panjin Hanyu Oil Technology Development Co., Ltd.	Panjin Hanyu Oil Technology Development Co., Ltd.	Hebei Daofu Petroleum Prospecting Technology Development Co., Ltd.
Subcontractor's fee (RMB/ton)	N.A.	380	N.A.	N.A.
Company's fee (RMB/month, unless otherwise stated)	4,600,000	300 per ton	2,000,000	1,225,000
Subcontractor's services	•       Implement MDF injection plan •       Ensure the safety of production and environmental protection	•       Implement MDF injection plan •       Bear cost of MDF solution and all other materials after June 2007 •       Manage and maintain the equipment previously purchased and installed by Company	•       Implement MDF injection plan •       Bear cost of MDF solution and all other materials •       Manage and maintain the equipment previously purchased and installed by Company	•       Implement MDF injection plan
Company's services	•       Prepare the MDF injection plan •       Provide technical support •       Assist in purchasing MDF solution	•       Provide technical support and engineers for technical guidance •       Bear cost of MDF solution before June 2007 •       Provide previously purchased and installed equipment for Subcontractor's use	•       Provide technical support and engineers for technical guidance •       Provide previously purchased and installed equipment for Subcontractor's use	•       Prepare the MDF injection plan •       Provide technical support •       Assist in purchasing MDF solution

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MDF Subcontract		Dagang Oilfield	Liaohe Oilfield	Liaohe Oilfield	Huabei Oilfield	Total
Number of wells serviced(1):
	Year ended September 30, 2009	140	110	N.A.	49		299
	Year ended September 30, 2010	140	110	N.A.	49		299
Number of tons of crude oil extracted
	Year ended September 30, 2009	295,989	184,819	N.A.	57,225		538,032
	Year ended September 30, 2010	—	190,375	N.A.	38,045		228,430
Cost of sales for the period
	Year ended September 30, 2009	$6,550,976	$1,762,048	N.A.	$1,103,384	$	9,416,408
	Year ended September 30, 2010	$517,784	$1,761,241	N.A.	$774,936	$	3,053.961
Average cost of sales per ton of crude oil extracted
	Year ended September 30, 2009	$22.13	$9.53	N.A.	$19.28	$	17.50
	Year ended September 30, 2010	—	$9.25	N.A.	$20.37	$	11.10

(1)

Includes wells serviced by us at the relevant location prior to the current contract term.

Agreements relating to Dagang Oilfield

        We entered into a technical services agreement with PetroChina Dagang Oilfield Branch, or PetroChina Dagang, in January 2006 to provide our MDF services at the Dagang oilfield. Under this agreement, we assume all investment risks thereunder, including risks relating to the imposition of fines for fire prevention, safety and environmental matters and other legal liabilities that may arise after commencement of the relevant project. In addition, we are required to abide by PetroChina Dagang's onsite rules and procedures, submit to safety supervision, maintain the on-site environmental condition of the relevant service blocks and assume safety and environmental liabilities relating to those blocks. Furthermore, we are solely responsible for any damage to the production capacity of relevant blocks arising as a result of any mistake in the oil recovery production measures or materials provided by us. In February 2006, in order to reduce our upfront investment costs for equipment and facilities, we subcontracted our performance under the technical services agreement to Dagang Shengkang Oil Technology Development Co., Ltd., or Dagang Shengkang. Subsequently, in September 2009, at the request of Dagang Shengkang, and with the consent of PetroChina Dagang, we subcontracted our services to Hebei Daofu under a cooperation agreement. We have the right to cancel the cooperation agreement and resume providing MDF services directly to PetroChina Dagang if Hebei Daofu breaches the cooperation agreement or the technical services agreement with PetroChina Dagang. We provide certain technical support and MDF procurement services to Hebei Daofu pursuant to a separate technical services agreement. We renewed this agreement to extend its expiration date for an additional year to December 2011.

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Agreements relating to Liaohe Oilfield

        We entered into a technical services agreement with PetroChina Liaohe Oilfield Branch, or PetroChina Liaohe, in January 2007 to provide our MDF services at Liaohe oilfield in Panjin City, Liaoning Province, the PRC. Under this agreement, PetroChina Liaohe is responsible for safety and environmental matters within the operations area and we must comply with PetroChinaLiaohe's rules and procedures relating to onsite safety and environmental matters. In late January 2007 we subcontracted, with PetroChina Liaohe's consent, the provision of our MDF services to Panjin Hanyu Oil Technology Development Co., Ltd., or Panjin Hanyu, for the remainder of the term of our original agreement with PetroChina Liaohe. We subcontracted to Panjin Hanyu in order to benefit from Panjin Hanyu's local business expertise and relationship network and their knowledge of local conditions at the Liaohe oilfield. Panjin Hanyu was established in 2006 and is mainly engaged in oilfield services related to oil and gas well recovery, and the sale of drilling equipment parts. We also entered into a separate service agreement with Panjin Hanyu in February 2007 that set forth our obligations to provide necessary technical support and guidance to Panjin Hanyu. We renewed this agreement to extend its expiration date for an additional two years to December 2012. We also entered into a new MDF contract at Liaohe oilfield to service an additional 64 wells.

Agreements relating to Huabei Oilfield

        We entered into a technical services agreement with PetroChina Huabei Oilfield Branch, or PetroChina Huabei, in July 2008 to provide our MDF services at Huabei oilfield in Renqiu, the PRC, commencing in January 2009. Under this agreement, each party is responsible for its own compliance with health, production safety and environmental regulations. In addition, we are required to abide by PetroChinaHuabei's onsite rules and regulations and are liable for any losses resulting from our violation of them. Furthermore, each party is obligated to ensure that the other party's use of equipment, material, work procedures and craftsmanship, software and other intellectual property provided by such first party is not in violation of any third party intellectual property rights and agrees to bear responsibility for liabilities arising out of such violations and indemnify the party receiving such intellectual property. In the event of any violation of a third party's rights, the providing party shall be liable for the losses suffered by the other party. We are also obligated to purchase insurance coverage for all of our equipment and personnel and make a claim with the insurer in the event of accidents of the equipment or personal injuries. PetroChina will be liable for the accidents of equipment or personal injuries caused by its fault in the amount of any loss that is in excess of the compensation provided by the insurer under the insurance coverage. However, PetroChina will not be liable for any claims that are not covered by insurance policy. In April 2010 we subcontracted, with PetroChinaHuabei's consent, the provision of our MDF services to Hebei Daofu for the remainder of the term of our original agreement with PetroChina Huabei. We subcontracted to Hebei Daofu in order to allocate more personnel to our LHD service contracts. We also provide technical support to Hebei Daofu in connection with this contract.

Consulting

        In September 2010, we entered into a marketing development agreement with Tianjin Botenear Petroleum Engineering Co., Ltd., or Tianjin Botenear, to develop the oilfield service market for directional well drilling technology within the territory of the Republic of Kazakhstan. We have completed the procurement of oilfield service contracts for Tianjin Botenear for at least 40 oil wells, pursuant to which Tianjin Botenear will be responsible for implementing the services under those contracts. Tianjin Botenear has agreed to pay us a service fee in the amount RMB32,000,000 for our market development services.

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Our Suppliers

LHD Units

        Our LHD units are manufactured by Jet Drill. During the manufacturing stage, our engineers work with Jet Drill's engineers to customize the LHD units to our specifications, which are based on our customers' requirements and the geological and operational conditions at our customers' well sites.

        We purchase our LHD units from Jet Drill through Dongying Luda which acts as our import agent for the purchase of LHD units. Under our LHD purchase arrangement, we enter into an LHD equipment purchase agreement with Dongying Luda and Dongying Luda enters into a purchase agreement with Jet Drill. Dongying Luda is a professional oil service equipment manufacturer and importer in the PRC. In addition to import-related services, Dongying Luda provides us with services related to the assembly, testing and fine-tuning of our LHD equipment and sells us ancillary tools and equipment. Jet Drill provides a 12-month warranty on its LHD units under its sales contract with Dongying Luda and a warranty pursuant to our exclusive license agreement covering material and workmanship defects. Under a back-to-back arrangement with Dongying Luda, Dongying Luda provides us with the same 12-month warranty. Jet Drill also provides training covering operating and maintenance to our LHD operators at their headquarters in Louisiana.

MDF Solution

        We entered into a five-year supply contract with Tianjin Shanchuan, a chemical manufacturer affiliated with Professor Manglai Gao, or Professor Gao, on May 8, 2008 to manufacture and supply our MDF chemicals exclusively for us or parties designated by us. The price of MDF chemicals charged by Tianjin Shanchuan is calculated according to the base price quoted by Tianjin Shanchuan at the beginning of each year. Our subcontractors estimate the total amount of the MDF chemical required for the whole year based on our technical plan. Our subcontractors, with our authorization, then purchase the required amount of MDF solution from Tianjin Shanchuan. The payment schedule is subject to adjustment at the time of Tianjin Shanchuan's acceptance of purchase orders from time to time. In addition to the MDF solution, we purchase a limited amount of other chemical agents from Tianjin Shanchuan for the treatment of the oil reservoir, including viscosity reduction agent and de-sanding powder. See "—Intellectual Property—Patent for MDF Technology."

MDF Equipment

        In order to focus on our service-based business model, we currently do not own any equipment related to MDF injection. For the Liaohe oilfield, we entered into a sale-leaseback arrangement on July 12, 2007 with Hebei Daofu whereby we sold to Hebei Daofu our MDF injection equipment and monitoring facilities and Hebei Daofu leased this equipment and facilities back to us for a monthly fee. As a result, Hebei Daofu is responsible for the ongoing maintenance and repair costs of the leased equipment and facilities. Similarly, Hebei Daofu purchased from us the MDF injection equipment used for our contract at the Dagang oilfield.

Our Customers

        We market our services to customers in the PRC with mature oil wells that can benefit from our MDF or LHD technologies. In the year ended September 30, 2010, our ultimate customers were CNPC (including its subsidiary, PetroChina), either directly or ultimately through third party service providers, Daqing Huajian, and Liaoning Methane, which accounted for 43%, 27.9% and 14.8%, respectively, of our sales during that period. In the year ended September 30, 2009, our ultimate customers were CNPC (including its subsidiary, PetroChina), either directly or ultimately through third party service providers, and Liaoning Methane, which accounted for 73.1% and 18.3%, respectively, of our sales

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during that period. In the year ended September 30, 2008, all of our sales were derived from our contracts with CNPC.

        The following table sets forth percentages of our total sales for the fiscal years ended September 30, 2008, 2009 and 2010 by location of the oilfield/coalfield:

	% of Total Sales for
Oilfield/Coalfield Location (Ultimate Customer)	Fiscal Year Ended September 30, 2008			Fiscal Year Ended September 30, 2009			Fiscal Year Ended September 30, 2010
Dagang (PetroChina Dagang, an affiliate of CNPC)		39.7	%		34.0	%		23.0	%
Liaohe (PetroChina Liaohe, an affiliate of CNPC)		24.8	%		21.2	%		19.9	%
Changqing (PetroChina Changqing Oilfield Company, an affiliate of CNPC)		35.5	%		18.3	%		—
Liaoning (Liaoning Methane)		—			17.9	%		14.8	%
Heilongjiang (Daqing Huajian)		—			—			27.9	%
Other		—			8.6	%		14.4	%

Sales and Marketing

        Our sales and marketing strategy is targeted at increasing market awareness of our brand and service offerings, promoting the use of our technologies, gaining new business from other major oilfields and coalfields across the PRC and promoting repeat business from existing clients. Our executive management team is actively involved in business development and managing our key client relationships. Our marketing efforts focus on performing trials of our technology at potential customers' oilfields, allowing us to showcase the potential improvements in oil production our technology can bring. We have tested our LHD units at various oilfields, including Dagang, Daqing and Changqing. We market our MDF technology by communications and promotions of our test results, which demonstrate scenarios where we have achieved significant increases in production. In addition, we station our engineers near each MDF and LHD site to provide on-site supervision and technical advice to our customers, which we believe strengthens our relationships with customers.

Employees

        As of September 30, 2009, we had over 60 employees, most of whom have significant oil services industry expertise and many of whom have previously worked for PetroChina or CNPC. All of our employees work on a full-time basis. We had a total of 63 and 53 employees as of September 30, 2007 and 2008, respectively. We believe that we maintain a good working relationship with our employees and we have not experienced any significant labor disputes. Our employees have not entered into any collective bargaining agreements. As of September 30, 2010, we had 104 employees, which comprised of 61 operation staff, 13 technology staff, four marketing staff, seven finance staff and 19 administration and human resource staff.

Competition

        Our competitors in the EOR services sector consist primarily of the in-house oilfield services divisions at the large Chinese state-owned oil companies, namely, CNPC, Sinopec and CNOOC, and private oilfield services providers. The state-owned oilfield services divisions also provide EOR services at the fields where we operate. These oilfield services divisions generally focus on more routine EOR technologies and tend to be slower to adapt to newer technologies.

        The state-owned oilfield services divisions generally receive preference in the awarding of EOR projects by their parent or affiliate companies. As a result, not all EOR projects are subject to public

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bidding and smaller, private oilfield service companies may be effectively precluded from participating in such projects or, even where public bidding is conducted, the state-owned division may be given preference.

        Private oilfield service providers in the PRC's EOR space are few. While many companies sell chemicals like surfactants and polymers, and a few provide field design, engineering and project management services, few, if any, provide both. Furthermore, private Chinese oilfield services companies with significant asset bases are virtually unknown.

        In terms of EOR techniques, MDF competes against other polymer techniques.

Intellectual Property

Exclusive License for LHD in the PRC

        The LHD technology used in the drilling units that we purchase from Jet Drill is patented in the U.S. under patent numbers 5,413,184, 5,853,056, 6,125,949 and 6,283,230. The holders of the patents underlying the LHD technology are a U.S.-based oil and gas company and a U.S.-based licensor of proprietary well enhancement techniques and devices. The LHD patents cover certain processes and apparatuses implemented by Jet Drill's equipment. Three of the LHD patents, or the Base Patents, expire in October 2013 and a fourth patent expires in March 2019. Pursuant to an exclusive marketing agreement with the predecessor to the holder of the Base Patents, a director of Trinity Energy Holdings, LLC, or Trinity Energy, which is the parent company of Power Hydraulics and Jet Drill, obtained the exclusive right to market the LHD technology in the PRC until 2015, with an automatic five-year extension upon expiration. The director assigned the exclusive marketing agreement to Trinity Energy and its subsidiaries. Pursuant to an exclusive license agreement with the holder of the fourth patent, an affiliate of Jet Drill obtained the exclusive right to use in the PRC, until at the earliest 2019, certain lateral drilling technology based on the fourth patent and the patent holder's proprietary know-how and trade secrets. In October 2010, we obtained an exclusive license to purchase or use Jet Drill's LHD equipment, which includes the LHD technology based on the four underlying patents, in the PRC pursuant to an amended and restated technology license agreement with Jet Drill. Under this agreement, the Jet Drill Companies have agreed to sell LHD units in the PRC only to us. The agreement has an initial 10-year term and may be renewed by us for three-year terms perpetually. With respect to the development of technologies, methods, know-how or other intellectual property during the course of our engagements with our LHD customers, our agreements with our LHD customers do not contain provisions relating to ownership of intellectual property or allocation of liabilities with respect to intellectual property.

Patent for MDF Technology

        The first generation of the MDF technology was co-developed and patented by Professor Gao and Mr. Kai Yu in 1999. In 2001 Mr. Yu granted to Professor Gao the right to use, license, assign or otherwise dispose of the patent. Professor Gao patented the second generation of the MDF technology in 2002. In May 2010, we acquired the second generation MDF patent from Professor Gao. As part of the sale of the patent, Professor Gao agreed to indemnify us if the patent infringed on any third party's intellectual property rights. This MDF patent expires in 2022. Tianjin Shanchuan, an affiliated company of Professor Gao, had previously obtained an exclusive license for an unlimited term from Professor Gao to manufacture the MDF solution based on the first generation patent. In May 2008, before we had purchased the second generation MDF patent, we entered into an exclusive five-year supply contract with Tianjin Shanchuan, for Tianjin Shanchuan to manufacture and supply the MDF solution exclusively for our use. We purchased the second generation MDF patent in order to have greater control over the manufacturing process of the MDF solution and thereby achieve cost savings. In May 2010, Professor Gao signed an undertaking to us on behalf of himself and Mr. Yu that they would not

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take any action with respect to the first generation patent without our consent. Upon the expiration of our exclusive supply agreement with Tianjin Shanchuan, we intend to enter into a new exclusive supply agreement with Tianjin Shanchuan for its continued manufacture of the MDF solution. With respect to our technical services agreements with our MDF customers, our agreements contain provisions governing the ownership of new technologies developed during the course of our engagement. Under our agreements for the Dagang and Liaohe Oilfields, new technological developments realized by a party during the course of the agreement belong to such party. In contrast, under our agreement for the Huabei Oilfield, new technological developments, including methods, inventions and discoveries resulting from our services belong to PetroChina Huabei, although we have a royalty-free license to use such technology. We currently subcontract our services under these agreements to third party contractors and, as of the date of this annual report, have not developed new MDF technologies as a result of services provided to these customers.

Development and Sourcing of New Technologies and Applications

        Our research and development efforts focus on sourcing, co-developing and implementing advanced oil recovery technologies that are suitable for coalbed methane wells and mature oil wells in the PRC. For example, we pioneered the use of LHD in CBM fields in the PRC. We have a team of engineers, geologists and technical specialists with significant experience in the EOR industry and CBM that devote a portion of their time to researching the latest EOR technologies and searching for potential additions to our current portfolio. Our team also works to find ways of improving the performance of our technologies by conducting tests and analyses of our LHD and MDF technologies.

Workplace Safety

        We have adopted a set of safety procedures and standards, based on standard practice for the EOR industry and our years of experience in delivering our specialized EOR services. We conduct regular and required maintenance of our equipment and work sites to ensure proper and safe working conditions are maintained. Our technical and operations personnel that visit customers' sites also are required by our customers to follow their on-site safety requirements and are subject to supervision by the customers' operations personnel.

Environmental Matters

        We are subject to national and local environmental protection laws and regulations in the PRC. See Item 4.B "Government Regulations—Regulations on Environmental Protection." Under the current PRC environmental laws, if the PRC government finds our operations to be in violation of applicable PRC environmental laws or regulations, we will be given a period of time to remedy the violation. We have not been subject to any sanctions by PRC environmental authorities for non-compliance with respect to our operations. As we are primarily a service provider, we are not considered an oil exploration and production company and thus not subject to the PRC regulations that apply specifically to oil exploration and production companies. We do not have any material discharge of pollutants in the ordinary course of our business. Based on the research of Professor Gao, our own internal tests and feedback from our customers, we do not believe that the release of our MDF solution into the ground as part of our MDF services results in underground pollution or contamination.

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Insurance

        We maintain insurance over all our LHD equipment and we generally maintain employers' liability insurance covering death or work injury of employees, as well as public liability insurance covering injury to visitors. While we believe that our insurance coverage is comparable to similarly situated companies in the PRC, it may not be sufficient to cover all losses and liabilities we may incur. We do not maintain key man life insurance for any of our senior management or key personnel.

        We do not maintain business disruption insurance, which is available only to a limited extent in the PRC. We have determined that the risks of disruption, cost of such insurance and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. As a result, we face risks associated with not having business disruption insurance coverage. See Item 3.D "Risk Factors—Risk Factors Relating to Our Business—We are subject to significant operational risks and hazards that may not be fully covered by our insurance policies."

Government Regulations

        Below is a summary of the most significant PRC regulations and requirements that affect our business activities in the PRC and the industry in which we operate.

Market Entry for Foreign Investment

        The principal regulation governing foreign ownership of oilfield services business in the PRC is the Foreign Investment Industrial Guidance Catalogue, or the Guidance Catalogue, which was issued in 1995 and revised respectively in 2002, 2004 and 2007. Under the current Guidance Catalogue which came into effect on December 1, 2007, the oilfield services business belongs to permitted foreign investment industry. Foreign investment in oilfield services businesses in the PRC is allowed subject to approval from the MOFCOM and/or the local counterpart authorized by the MOFCOM in accordance with the business scale and total amount of investment. The investment of International Petroleum in TNH was legally approved by the Bureau of Commerce of Tianjin municipality in 2007 and TNH obtained the foreign-invested enterprise approval certificate. The capital increase of TNH in 2009 was also legally approved by such government authority and the relevant approval certificate has been renewed and registered accordingly.

Regulations on Protection of Intellectual Property Rights

        The PRC has adopted legislation governing protection of intellectual property rights, including copyrights, trademarks and patents. The PRC is a signatory to the main international conventions governing protection of intellectual property rights and became a member of the Agreement on the Trade Related Aspects of Intellectual Property Rights upon its accession to the World Trade Organization in December 2001.

Patent

        The PRC Patent Law, adopted in 1984 and revised in 1992 and 2000 respectively, and the Implementing Rules of the PRC Patent Law, promulgated by the State Council in 2001 and revised in 2002 and 2010 respectively, govern and protect the proprietary rights to registered patents. The State Intellectual Property Office, or SIPO, handles patent registration and grants a term of 20 years to inventions and a term of 10 years to utility models and designs. The protection to patent rights may be terminated before expiry of the term granted as a result of the failure of the registrant to pay the annual registration fee accordingly. Patent license agreements and transfer agreements must be filed with the SIPO for record. On May 5, 2010 TNH acquired from Professor Gao the MDF technology,

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patent number ZL02158199.1, from Beijing Bineng Chemical Technology Co., Ltd., a company that holds the patent for Professor Gao, and duly registered such transfer of patent rights with SIPO.

Trademark

        The PRC Trademark Law, adopted in 1982 and revised in 2001, protects the proprietary rights to registered trademarks. The Trademark Office under the State Administration of Industry and Commerce handles trademark registration and grants a term of 10 years to registered trademarks and another 10 years to trademarks as requested upon expiry of the prior term. Trademark license agreements and transfer agreements must be filed with the Trademark Office for record.

Regulations on Environmental Protection

        The Standing Committee of the National People's Congress promulgated the PRC Environment Protection Law on December 26, 1989 and other laws from time to time on prevention of pollution in various particular areas. The purpose of these laws and regulations is to set out the legal framework for the prevention and removal of environmental pollution, contamination and other public hazards, and to safeguard public health. The State Administration for Environmental Protection, or SAEP, is primarily responsible for the supervision and administration of environmental protection work nationwide and formulating national standards on environment quality and waste discharge limits and standards. Local environmental protection authorities at county level and above are responsible for the environmental protection in their jurisdictions and are required to implement a uniform system of supervision and administration in relation to environment protection.

        The environmental impact assessment shall be conducted for any new, renovated or rebuilt construction projects discharging contaminated wastes or hazards to the environment, such as waste gas, water, deposits, dusts, pungent gases and radioactive matters as well as noise, vibration and magnetic radiation. The State implements a waste discharge permit system. Enterprises producing environmental contamination and other public hazards must incorporate environmental protection work into their planning and establish environmental protection systems. Enterprises discharging contaminated wastes in excess of the discharge standards prescribed by SAEP must pay non-standard discharge fees in accordance with state regulations and be responsible for the relevant cure. With regard to any violation of the relevant regulations on discharge of pollutants, environmental protection authorities may require the enterprise responsible for such violation to stop the discharge of pollutants and rectify the problem prior to a certain deadline, impose a fine, or suspend/close the enterprise's business.

        TNH does not have any material discharge of pollutants in the ordinary course of its business unless there is an unpredictable accident. TNH has been in compliance with the relevant environment protection regulations and has not been in violation of any environment protection regulations or been punished for breach of environment protection regulations.

Occupational Health and Safety

        The Standing Committee of the National People's Congress promulgated the PRC Safe Production Law on 29 June, 2002 which sets out the legal framework to achieve and ensure safety in the production and operation activities of enterprises. Under the Safe Production Law, enterprises are required to establish internal safety systems and regulations, set up internal organization or appoint responsible personnel for safety affairs, to provide necessary safe working conditions and to strictly follow the State or industrial standards in relation to safe production. Enterprises which do not satisfy the facilities and conditions required under the laws and the State or industrial standards are not allowed to start or continue their production or operation activities. Enterprises shall also set up obvious safety caution signals on those production or operation sites, facilities or equipment where

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there is a material potential risk for safety and shall further provide protective uniforms and personal care products to the field employees for their personal protection.

        The PRC Law on the Prevention and Treatment of Occupational Diseases which was promulgated on 27 October, 2001 and became effective on May 1, 2002 requires that work environment and conditions established or provided by employers shall meet the occupational health standards and requirements of the State, and that employers shall further adopt and implement measures to assure employees' access to occupational health protection. The employers shall also participate in social insurance for work-related injury in accordance with the law and declare to and be supervised by the relevant health authorities if the employers are engaged in those harmful projects listed in the Occupational Diseases Catalogue.

        TNH did not experience any incident of injury or death due to violation of health and safety regulations during our operation record. TNH has adopted a set of safety and occupational health protection procedures and standards, based on the specifications and guidelines set out under the PRC laws and regulations and the internal rules applied by oilfields to which TNH provides technical services. TNH also conducts regular and required maintenance on its equipment and work sites to ensure proper and safe working conditions are maintained. TNH recently finalized its occupational health, safety and environment, or HSE, procedures and obtained HSE certification in November 2010.

Regulations on Foreign Exchange

        Pursuant to the Foreign Exchange Administration Regulations promulgated in 1996 and amended in 1997 and in 2008 and various rules issued by the State Administration of Foreign Exchange, or SAFE, and other relevant PRC government authorities, the Renminbi is freely convertible for current account, including the distribution of dividends, interest payments, trade and service-related foreign exchange transactions, but not for capital account, such as direct investment, loan and repatriation of investment, unless the prior approval of SAFE is obtained. A domestic institution or individual that makes direct investment or issues or trades negotiable securities or derivative products overseas shall complete registration with SAFE. Approval or record shall be obtained or filed before such registration if it is so required by the state.

        In addition, any loans to TNH, a foreign-invested enterprise, cannot, in the aggregate, exceed the difference between its approved total investment amount and its approved registered capital amount. Furthermore, any foreign loan must be registered with SAFE or its local counterpart for the loan to be effective. Any increase in the amount of the total investment and registered capital must be approved by MOFCOM or its local counterpart.

        Payment for transactions that take place within the PRC must be made in Renminbi. The foreign exchange income of a domestic institution or individual may be repatriated to the PRC or kept overseas. The conditions and term for such foreign exchange income to be kept overseas shall be determined by SAFE in light of the balance of international payments and the needs for foreign exchange administration. Foreign-invested enterprises may retain foreign exchange in accounts with designated foreign exchange banks subject to a cap set by SAFE or its local counterpart.

        SAFE promulgated Circular No. 142 in August 2008 with respect to the administration of conversion of foreign exchange capital contribution of foreign invested enterprises, which clarifies that RMB converted from foreign exchange capital contribution can only be used for the activities within the approved business scope of such foreign invested enterprise and cannot be used for domestic equity investment or acquisition unless otherwise approved in its business scope. In addition, the SAFE strengthened its oversight of the flow and use of Renminbi funds converted from the foreign currency-denominated capital of a foreign-invested company. The use of such Renminbi may not be changed without SAFE's approval and may not be used to repay Renminbi loans if the proceeds of such loans have not yet been used for purposes within the company's approved business scope. Violations of SAFE

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Circular No. 142 may result in severe penalties, including substantial fines as set forth in the Foreign Exchange Administration Regulation. As a result, SAFE Circular No. 142 may significantly limit our ability to transfer the net proceeds from our initial public offering to our PRC subsidiary, which may adversely affect the continued growth of our business.

Tax

Income Tax

        Our PRC subsidiary is incorporated in the PRC and is governed by applicable PRC income tax laws and regulations. Prior to January 1, 2008, entities established in the PRC were generally subject to a 30% state and 3% local enterprise income tax rate. There were various preferential tax treatments promulgated by national tax authorities that were available to foreign-invested enterprises or enterprises located in certain areas of the PRC. In addition, some local tax authorities may allow enterprises registered in their tax jurisdiction to enjoy lower preferential tax treatments according to local preferential tax policy.

        Under the new EIT Law and its implementation regulations, both of which became effective as of January 1, 2008, Foreign Invested Enterprises, or FIEs, and domestic companies are subject to a uniform income tax rate of 25% and the EIT Law revoked the previous tax exemption, reduction and preferential treatments applicable to foreign-invested enterprises. However, the EIT Law and the Circular on Implementing Transitional Preferential Policies for Enterprise Income Tax issued by the State Council on December 26, 2007 provide a five-year transition period starting from its effective date for those enterprises which were established before the promulgation date of the EIT Law and which were entitled to a preferential lower income tax rate under the then effective tax laws or regulations. TNH, our wholly owned subsidiary in PRC, became a FIE after the promulgation date of the EIT Law, so it was not entitled to any preferential income tax treatment in 2007 and is subject to the standard income tax rate of 25% from 1 January, 2008.

        In addition, according to the EIT Law and its implementation rules and the Arrangement between the Mainland and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income, or the Double Taxation Arrangement (Hong Kong), effective as of January 1, 2007, and the Notice of the State Administration of Taxation Regarding Interpretation and Recognition of Beneficial Owners under Tax Treaties, or Notice 601, which became effective on October 27, 2009, any dividends payable to us by TNH will be subject to the PRC withholding tax at the rate of 5% if International Petroleum is not deemed to be a "resident enterprise" of the PRC and is considered as a "beneficial owner" that is generally engaged in substantial business activities and entitled to treaty benefits under the Double Taxation Arrangement (Hong Kong), or 10% if it is deemed as a "non-resident enterprise" but not a "beneficial owner" under Notice 601. If International Petroleum is considered a "resident enterprise", it will be subject to enterprise income tax at the rate of 25% on its worldwide income, however, under the EIT Law, the dividends paid by one resident enterprise to another resident enterprise are exempted from income tax. See Item 3.D "Risk Factors—Risk Factors Relating to the PRC."

        Under the EIT Law, enterprises established outside the PRC whose "de facto management bodies" are located in the PRC are considered "resident enterprises" and will generally be subject to the uniform 25% enterprise income tax rate on their global income. Under the Implementation Regulations of the EIT Law, the term "de facto management body" is defined as a body which substantially manages, or has control over the business, personnel, finance and assets of an enterprise. According to a Circular promulgated by the PRC State Administration of Taxation, or SAT, on 22 April 2009, or Circular No. 82, enterprises which are incorporated offshore while controlled by PRC domestic enterprise will be regarded as "resident enterprise" for PRC enterprise income tax purpose under the rule of "de facto management body", if they satisfy all the four criteria set forth in this Circular No. 82,

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including (1) the senior management members and the premises for performance of their duties are primarily located in the PRC; (2) decisions regarding financial and human resources affairs are made by or subject to approval of organizations or people located in the PRC; (3) the main assets, financial records, company chops, minutes and records of board meetings and shareholders' meetings are kept inside the PRC; (4) half or more than half of the directors or senior management members with voting power resides in the PRC frequently. We believe we are not an offshore enterprise controlled by PRC domestic enterprise and neither do we qualify for all of the above four criteria, and thus, we shall not be deemed as a PRC resident enterprise for income tax purpose under this Circular No. 82. However, as this Circular No. 82 only applies to enterprises established outside of the PRC that are controlled by PRC enterprises or groups of PRC enterprises, it remains unclear how the tax authorities will determine the location of "de facto management bodies" for overseas incorporated enterprises that are controlled by individual PRC residents like us. There can be no assurance that the PRC authorities will not amend the rules regarding "de facto management body" above to the effect that such rules will apply to enterprises like us or our wholly owned subsidiary in Hong Kong, International Petroleum, in the future. Should it happen and we are not able to adjust accordingly to avoid its application, we or International Petroleum may be treated as a PRC resident enterprise for enterprise income tax purposes and our business, results of operations and financial condition would be materially and adversely impacted. Furthermore, it is possible that future guidance issued with respect to the new resident enterprise classification could result in a situation where a 10% withholding tax is imposed on dividends we pay to our non-PRC shareholders and with respect to gains derived by our non-PRC shareholders from transferring our shares or ADSs. The resident enterprise rule could be applied to International Petroleum with similar consequences.

        On December 10, 2009, SAT issued a Circular to Strengthen the Income Tax Administration on Income Derived from Transfer of Equity Interests in Enterprises by Non-PRC Residents, or Circular No. 698. Circular No. 698 provides, among other things that (1) a non-PRC resident shall file with the competent PRC tax authority and pay its PRC income tax within 7 days from the transfer of the equity it holds in a PRC enterprise if such income tax has not been withheld and paid on behalf of such non-PRC resident; and (2) if an offshore de facto controlling person transfers its indirect equity in a PRC enterprise though the transfer of its equity in an offshore intermediary holding company, and the tax rate on such income in the jurisdiction where the intermediary holding company is located is below 12.5% or such income is exempted from income tax, then the offshore de facto controlling person shall submit the equity or share transfer agreement and other relevant materials to the competent PRC tax authority for examination and determination of its tax liabilities. If the competent PRC tax authority determines that the purpose for transferring the equity in the offshore intermediary holding company by the offshore de facto controlling person is to transfer the equity in a PRC enterprise and is a tax evasion arrangement without fair commercial purpose, the PRC tax authority may, subject to the final examination by SAT, determine the nature of such transaction and adjust the tax liabilities according to the economic substance of such transaction.

Business Tax

        Enterprises in the PRC are generally subject to business tax at rates ranging from 3% to 5% on revenue generated from providing services and revenue generated from the transfer of intangibles such as copyrights. Related surcharges for city maintenance and construction and education add-on are further imposed with business tax at the rate of 10% of business tax paid by the taxpayer.

Regulation of Dividend Distribution

        Pursuant to the Foreign Exchange Administration Regulation promulgated in 1996, as amended in 1997 and 2008, and various regulations issued by the SAFE and other relevant PRC government authorities, the PRC government imposes restrictions on the convertibility of Renminbi into foreign

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currencies and, in certain cases, on the remittance of currency out of the PRC. The PRC Wholly Foreign-owned Enterprise Law issued in 1986, as amended in 2000, the Implementing Rules of the Wholly Foreign-owned Enterprise Law issued in 1990, as amended in 2001 and the newly revised PRC Company Law, effective as of January 1, 2006 are the principal regulations governing distribution of dividends of wholly foreign-owned enterprises. Under these regulations, wholly foreign-owned enterprises in the PRC may distribute dividends only out of their accumulated profits determined in accordance with PRC accounting standards and regulations. In addition, wholly foreign-owned enterprises in the PRC are required to contribute at least 10% of their after-tax profits based on PRC accounting standards each year to its general reserves fund until the accumulative amount of the reserve fund reaches 50% of the registered capital of such wholly foreign-owned enterprise. The reserve fund cannot be distributed as cash dividends. A wholly foreign-owned enterprise may also allocate a portion, as determined at the discretion of its board of directors, of its after-tax profits to its staff welfare and bonus fund, which would not be distributed to the investors, either.

SAFE Circular No. 75

        In October 2005, SAFE issued a Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Fund-raising and Inbound Investment via Offshore Special Purpose Companies, or Circular No. 75, which became effective as of November 1, 2005, and was further supplemented by various implementing notices issued by SAFE. Under Circular No. 75, PRC residents must register with the relevant local SAFE their establishment or control of offshore special purpose vehicles, or SPVs, established for the purpose of overseas equity financing involving onshore assets or equity interests held by them, and must also make filings with the local counterpart of SAFE thereafter within 30 days from the occurrence of certain material events, such as change in share capital or merger and acquisition. Failure of such PRC residents to comply with the registration procedures set forth under Circular No. 75 or its subsequent implementing rules may result in penalties, including imposition of restrictions on such PRC subsidiaries' foreign exchange activities and their abilities to distribute dividends to such SPVs.

        Our ultimate individual shareholder, Mr. Qingzeng Liu, who is a PRC citizen and resident, has completed his registration with SAFE Tianjin branch in 2005 for his outbound investments in Premium Sino Finance and other SPVs under Premium Sino Finance. We have been informed by SAFE Tianjin branch that SAFE Circular 75 does not apply to the acquisition of the 90% equity interests in Superport Limited by Premium Sino Finance because no offshore financing activities have occurred in connection with the above acquisition by Premium Sino Finance, Superport Limited or any other offshore SPV in our Group. Accordingly, Mr. Qingzeng Liu intends to update his registration with SAFE for his equity interests in Premium Sino Finance upon the closing of this offering. However, we may not be fully informed of the identities of all our beneficial owners who are PRC citizens or residents, and we cannot compel our beneficial owners to comply with the SAFE Circular 75 requirements. Furthermore, we cannot assure that our ultimate individual shareholders will continue to be in strict compliance with such registration obligations under Circular No. 75 or other relevant provisions and if any of them doesn't satisfy his or her obligations in this respect, our ability to conduct foreign exchange activities, including without limited to TNH's ability to borrow foreign exchange loans and to distribute dividends to us, may be restricted or adversely affected. See Item 3.D "Risk Factors—Risk Factors Relating to the PRC—Restrictions under PRC law on our PRC subsidiary's ability to make dividends and other distributions could materially and adversely affect our ability to grow, make investments or acquisitions that could benefit our business, pay dividends to you, and otherwise fund and conduct our businesses."

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Employee Stock Option Plans or Incentive Plans

        In December 2006, the People's Bank of the PRC promulgated the Administrative Measures on Individual Foreign Exchange, or the Individual Foreign Exchange Regulations, setting forth the requirements for foreign exchange transactions by individuals (both PRC or non-PRC citizens) under the current account and the capital account. In January 2007, SAFE issued the implementation rules for the Individual Foreign Exchange Regulations which, among other things, specified the approval and registration requirement for certain capital account transactions such as a PRC citizen's participation in employee share ownership and share option plans of overseas listed companies.

        On March 28, 2007, SAFE promulgated the Operating Procedures on Administration of Foreign Exchange for PRC Individuals' Participation in Employee Share Ownership Plans and Employee Share Option Plans of Overseas Listed Companies, or the Share Option Rules. Under the Share Option Rules, PRC citizens who are granted incentive shares or share options by an overseas-listed company according to its employee share option or share incentive plan are required, through the PRC subsidiary of such overseas-listed company or other qualified PRC agents, to register with SAFE and complete certain other procedures related to the share option or share incentive plan. Foreign exchange income from the sale of shares or dividends distributed by the overseas-listed company must be remitted into the PRC. In addition, the overseas-listed company or its PRC subsidiary or any other qualified PRC agent is required to appoint an asset manager or administrator and a custodian bank, and open foreign currency accounts to handle transactions relating to the share option or share incentive plan. As of the date of this annual report, we granted share options to Mr. Boxun Zhang, our chief financial officer, and Ms. Jing Liu, our independent director, both of whom are PRC citizens and are subject to these rules.

M&A Rules

        On August 8, 2006, six PRC regulatory agencies, including MOFCOM, and CSRC, jointly promulgated the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Regulations, which became effective on September 8, 2006 and was further amended on June 22, 2009. Under the M&A Regulations, the acquisition of a domestic enterprise by a foreign investor shall be approved by MOFCOM or its authorized local branch and an asset appraisal report issued by an independent asset appraiser shall be presented to the approving authority as a basis for determination of the price for such acquisition. Our wholly owned subsidiary in Hong Kong, International Petroleum Services Corporation Ltd., or International Petroleum, acquired the 100% equity in TNH in 2007 without such an asset appraisal report. However, the acquisition was approved by the provincial branch of MOFCOM in Tianjin in accordance with the M&A Regulations and International Petroleum has been duly registered as the legal owner of the 100% equity interests in TNH since 2007. The above acquisition by International Petroleum and the price thereof have not been challenged by the approving authority since then. However, if MOFCOM, or its local counterpart, decides that the acquisition price is below the fair market value and is not valid, we may have to make up the difference between the above acquisition price and the fair market value. Our ultimate controlling shareholder, Mr. Qingzeng Liu, has undertaken to us in writing that in the event any competent PRC authority challenges the acquisition price of TNH and requires International Petroleum to make up the difference between the above acquisition price and the fair market value at any time in the future, Mr. Qingzeng Liu will indemnify and hold International Petroleum harmless from any losses arising from such requirement. The amount of Mr. Qingzeng Liu's liability under this indemnity will be deducted from the indemnity which Premium Sino Finance has undertaken to pay Mr. Guoqiang Xin under the Supplementary Agreement, dated November 30, 2009, among Premium Sino Finance, Mr. Guoqiang Xin and Mr. Ernest Cheung.

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        The M&A Regulations further provide that prior approval of CSRC is required for overseas listing of offshore SPVs that are directly or indirectly controlled by PRC residents and used for the purpose of listing PRC onshore interests on an overseas stock exchange.

        Although the application of the M&A Regulations remains unclear to a certain extent, we believe, based on the advice of our PRC counsel, TianYuan Law Firm, that we were not required to obtain CSRC approval for the listing and trading of our ADSs on the NASDAQ Global Select Market as we are not an offshore SPV as defined in the M&A Regulations and the M&A Regulations do not apply to the acquisition of us by Premium Sino, a company wholly owned by Mr. Qingzeng Liu. See Item 3.D "Risk Factors—Risk Factors Relating to the PRC—If the China Securities Regulatory Commission, or CSRC, or another PRC regulatory agency, determines that CSRC approval is required in connection with our initial public offering, we may become subject to penalties."

C. ORGANIZATIONAL STRUCTURE

        The following diagram illustrates our corporate structure and the place of organization of each of our subsidiaries as of the date of this annual report:

Note:

(1)

Represents the warrant holders who have exercised all warrants issued by Premium Sino Finance to purchase the shares in our company held by Premium Sino Finance as of the commencement of the trading of our ADSs on the NASDAQ Global Select Market, including Deutsche Bank AG, Hong Kong Branch, CCB International Asset Management Limited, Sequoia Capital China Funds, Ample Fame Limited, Good Merit International Limited, Action Century Limited and Target Millions Limited.

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D. PROPERTY, PLANTS AND EQUIPMENT

        Our principal offices are located in the Beijing Economic-Technological Development Area, Beijing, the PRC, with approximately 1,640 square meters of office space for which we have two leases that expire on June 30, 2013. We also have a lease for approximately 950 square meters of office space in Tianjin Economic Development Area, Tianjin, the PRC that expires on December 31, 2013. Our offices are leased on what we believe to be commercially reasonable terms. We believe that we can obtain additional space for our offices on reasonable terms to meet our future requirements. For information on our LHD units, see Item 4.B "Business Overview—Our Services—Lateral Hydraulic Drilling."

Item 4A.    UNRESOLVED STAFF COMMENTS

        None.

Item 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report on Form 20-F. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Item 3. Key Information—D. Risk Factors" or in other parts of this annual report on Form 20-F.

For the purposes of this section, we refer to the period from October 1, 2007 to October 12, 2007 as "Predecessor Period October 2007", the fiscal year ended September 30, 2008 as "Predecessor Period 2008", the period from October 1, 2008 to May 5, 2009 as "Predecessor Period May 2009", the period from May 6, 2009 to September 30, 2009 as "Successor Period September 2009" and the fiscal year ended September 30, 2010 as "Successor Period 2010".

Presentation of Our Financial Condition and Results of Operations

        We conducted two acquisitions and major restructuring transactions during the three fiscal years ended September 30, 2010. See Item 4.A "Our History and Corporate Structure—Our History." Our financial statements for these periods were presented to reflect these transactions.

        We commenced operations in 2004 as TNH. On October 12, 2007, International Petroleum, a company wholly owned by Mr. Ernest Ka Kui Cheung, acquired TNH. This acquisition, or the 2007 Acquisition, was accounted for using the purchase method. Due to the impact of the changes arising from the purchase accounting adjustment described in Note C to the consolidated financial statements included elsewhere in this annual report, the income statement presentation for the fiscal year ended September 30, 2008 separates the results into two periods: (1) Predecessor Period October 2007 and (2) Predecessor Period 2008. International Petroleum was incorporated on September 10, 2007 for the purpose of being a holding vehicle, and did not engage in any business or operations before the acquisition.

        Superport was incorporated on March 20, 2009 as an intermediate holding vehicle between International Petroleum and Mr. Cheung. The incorporation of Superport and the acquisition of International Petroleum by Superport was treated as a transaction under common control in a manner similar to a pooling of interest.

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        On May 6, 2009, Premium Sino Finance and Wise Worldwide acquired all of the equity interest in Superport from Mr. Cheung. As a result of this change in the ownership of Superport, push-down accounting was applied to establish a new basis of accounting in Superport's consolidated financial statements, effective May 6, 2009. The fair value of the assets and liabilities of Superport and its wholly owned subsidiaries have been pushed down and reflected in our consolidated financial statements in connection with the acquisition of all of the equity interest of Superport by the new owners on May 6, 2009. Superport on a combined basis prior to May 6, 2009 is referred to as the "predecessor" and after May 5, 2009 is referred to as the "successor". Due to the impact of the changes arising from the push-down accounting adjustments described in Note D to the consolidated financial statements included elsewhere in this annual report, the income statement presentation for the fiscal year ended September 30, 2009 separates the results into two periods: (1) Predecessor Period May 2009 and (2) Successor Period September 2009.

        On June 9, 2010, the shareholders of Superport incorporated SinoTech to hold 100% of the equity interest in Superport. As SinoTech was incorporated for the purpose of being an intermediate holding vehicle between Superport and the ultimate shareholders, the incorporation of SinoTech and the transfer of equity interests in Superport to SinoTech is treated as a reorganization under common control in a manner similar to a pooling of interest. On October 12, 2010, as part of a corporate reorganization, SinoTech had undergone a share split, and the authorized share capital and issued share capital of the Company has increased to 500,000,000 shares and 10,000 ordinary shares with par value of $0.0001 each respectively, 99,990,000 new shares of par value of $0.0001 were issued to all the shareholders of Superport in exchange for all their beneficial interests in Superport.

        SinoTech became our holding company, holding 100% of the equity interest in Superport as a result of share transfers effective as of October 12, 2010.

        All ordinary shares and per share amounts presented in the accompanying consolidated financial statements have been retrospectively adjusted for all Successor periods presented to give effect to the share split. The par value of each ordinary share have been retrospectively adjusted as if it had been in proportion to the 1 to 10,000 forward split.

A. OPERATING RESULTS

Overview

        We are a fast-growing and profitable provider of EOR services in the PRC. We believe we are a leading domestic non-state-owned player in the PRC's EOR sector. We provide innovative EOR services to major oil and CBM companies in the PRC using leading edge technologies, which include certain patented LHD technologies, which we have an exclusive right to use in the PRC, and MDF technology for which we hold a PRC patent.

        Our LHD services increase crude oil or methane gas output by using a high-pressure water jet to drill horizontal holes in multiple directions from an existing vertical well to the surrounding reservoirs, thereby increasing the quantity of the flow of oil and methane gas. Our MDF technology increases oil recovery from mature wells by displacing the residual oil that adheres to sedimentary rock or sand in the oil reservoir.

        With our expertise and experience in such technologies, we believe that we have positioned ourselves well within the PRC oilfield services market to provide EOR services to large PRC oil and gas companies. We have captured service contracts with large PRC oil companies that are affiliates of China National Petroleum Corporation, or CNPC, and believe we are well positioned to capture additional contracts with CNPC affiliates and other major PRC oil companies going forward.

        Our sales have grown at a CAGR of 22.4% from $20.1 million in the fiscal year ended September 30, 2006 to $45.3 million for Successor Period 2010. In Successor Period 2010, we had sales

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of $45.3 million and a net loss of $8.0 million. Our sales are diversified across our three sections contributing 46.8%, 42.8% and 10.4% of our total sales for Successor Period 2010 from our LHD oil recovery, MDF oil recovery and consulting businesses, respectively.

Factors Affecting our Financial Performance and Results of Operations

        The most significant factors that affect our financial performance and results of operations are:

•

industry demand;

•

contract pricing and term;

•

price and availability of LHD equipment; and

•

effectiveness of our LHD and MDF technologies.

Industry Demand

        Our business and sales growth depend on the demand of oil and gas companies in the PRC for EOR services, which is driven largely by the growing supply-demand imbalance generated by the growth of the PRC's domestic demand for oil and decline in domestic oil production. the PRC is the world's second largest oil consumer and the fastest growing user of both oil and gas. The PRC's demand for oil is projected to reach 12 million barrels per day by 2015, representing a CAGR of 5.6% over 2009 consumption levels. In 2009, the PRC's total oil production of 1,383 million barrels, which only supported 44% of the consumption need. All large oilfields in the PRC have likely been discovered and the fields in production have reached a level of maturity where maintaining production levels will be difficult. This has been driving the need to rely on mature oil wells in the PRC, leading to demand for EOR services. The total annual EOR expenditures in the PRC is estimated to be approximately $3.5 billion in 2009. Our sales growth and profitability depends on our ability to leverage on this demand to renew our existing contracts and enter into additional contracts.

Contract Pricing and Term

        We negotiate the price of our EOR services based on our costs, the prevailing market price for other EOR services at the time that we enter into our services agreements with our customers, taking into account various other factors including, among others, the amount and scope of services required by the customer, the duration of the services agreement, and the strength and history of our relationship with a particular customer. We believe that our ability to compete in pricing is derived primarily from the cost efficiency our EOR technologies have relative to traditional methods of extracting oil from mature oilfields and oil wells such as desanding and sand control, acidization, vis-breaking and profile controlling. See "—Effectiveness of our LHD and MDF Technologies" below. We are paid on a per meter drilled basis for some of our LHD services. We have entered into subcontracts for a majority of our LHD services under which we are paid at fixed periodical amounts under the subcontract terms. We initially entered into our contracts for MDF services where we were paid on a per ton of crude oil extracted basis. We have since entered into subcontracts for all of our MDF contracts and are currently paid at fixed periodical amounts under the subcontract terms. The ease at which our LHD technology jetting hose can drill lateral bores into oil sand and the amount of oil we are able to extract from using MDF technology depends on the responsiveness of the oil wells and oilfields to our technology. Our profitability depends on the unique geology of individual oil wells and oilfields. We may enter into new contracts for our MDF business, which may be priced on a per ton of crude oil extracted basis. Our service agreements with our customers generally have fixed terms of two to five years. Our financial performance and results of operations will depend on our ability to renew or extend the terms of our agreements with our customers upon expiration of the current term.

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Price and Availability of LHD Equipment

        We expect our future growth to be primarily driven by our LHD services. We purchase our LHD units solely from Jet Drill and we use Dongying Luda as an import agent to import these units to us in the PRC. In October 2010, we obtained an exclusive license to use Jet Drill's LHD equipment in the PRC pursuant to amended and restated technology license agreement with Jet Drill. Under this agreement, Jet Drill has agreed to sell its LHD units in the PRC only to us. The license agreement has a 10-year term and we have the perpetual right to renew for three-year terms. As we expand our LHD services, the price and availability of LHD equipment will have a material effect on our financial condition and results of operations.

Effectiveness of our LHD and MDF Technologies

        Our business and sales growth depend on the effectiveness of the LHD and MDF technologies in enhancing our customers' oil production relative to the performance of our competitors' EOR technologies. Our initial testing of our LHD equipment took place in 2007 at Changqing oilfield where we had five test wells. These wells achieved production rate increases ranging from approximately 50% to 460%. Oil production at the Dagang and Liaohe oilfields where the MDF solution was applied increased approximately 17% and approximately 36%, respectively, according to a report by Beijing Ji'ao. Our technologies have been well received by our customers. We believe that the results of these tests indicate that our LHD and MDF technologies provide our customers with significant increases in oil production. If our competitors are able to achieve improved production rates at comparable cost or we are unable to maintain the level of effectiveness of our technologies, our results of operations may be adversely affected. If new technologies are discovered that may make our technologies obsolete or less competitive, our results of operations may be negatively affected.

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Sales and Cost of Sales

        The following table sets forth our sales by source and as a percentage of our total sales and our cost of sales by source and as a percentage of the corresponding sales source as well as gross margin for the periods indicated.

		Period from October 1, 2007 to October 12, 2007 (Predecessor Period October 2007)					Fiscal Year Ended September 30, 2008 (Predecessor Period 2008)					Period from October 1, 2008 to May 5, 2009 (Predecessor Period May 2009)					Period from May 6, 2009 to September 30, 2009 (Successor Period September 2009)					Fiscal Year Ended September 30, 2010 (Successor Period 2010)
		Amount		As % of Total Sales			Amount		As % of Total Sales			Amount		As % of Total Sales			Amount		As % of Total Sales			Amount		As % of Total Sales
Sales
	LHD	$	84,402		10.5	(1)	$	11,343,635		36.2	(1)	$	9,073,401		39.5	(1)	$	5,270,010		34.5	(1)	$	21,200,906		46.8	(1)
	MDF		718,596		89.5			20,023,069		63.8			13,869,440		60.5			9,999,937		65.5			19,410,848		42.8
	Consulting		—					—					—					—					4,697,920		10.4
Total sales		$	802,998		100.0	%	$	31,366,704		100.0	%	$	22,942,841		100.0	%	$	15,269,947		100.0	%	$	45,309,674		100.0	%
Cost of sales
	LHD	$	48,223		57.1	(2)	$	3,533,717		31.2	(2)	$	2,795,776		30.8	(2)	$	1,617,882		30.7	(2)	$	7,098,062		33.5	(2)
	MDF		263,816		36.7			8,215,926		41.0			5,490,905		39.6			3,925,503		39.3			3,053,961		15.7
	Consulting		—		—			—		—			—		—			—		—			237,245		5.1
Total cost of sales		$	312,039		38.9	%	$	11,749,643		37.5	%	$	8,286,681		36.1	%	$	5,543,385		36.3	%	$	10,389,268		22.9	%
Gross profit margin
	LHD				42.9	%				68.8	%				69.2	%				69.3	%				66.5	%
	MDF				63.3	%				59.0	%				60.4	%				60.7	%				84.3	%
	Consulting				—					—					—					—					94.9	%

Notes:

(1)

Represents the ratio of sales by source to total sales.

(2)

Represents the ratio of cost of sales by source to sales by source.

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Sales

        We currently derive sales from the provision of our EOR services utilizing two forms of technology, LHD and MDF. Beginning in fiscal year 2010, we also derived sales from providing consulting services.

Cost of Sales

        Cost of LHD sales consists primarily of consumables, comprising equipment parts and supplies, depreciation of production equipment utilized in our LHD operations, value-added tax, or VAT, and salaries and benefits of our LHD operators, including employee salaries, social insurance such as medical benefits and housing fund required for employees of PRC companies.

        Cost of MDF sales consists primarily of MDF materials, including MDF solution, equipment cost, salaries and benefits of our MDF operators, including employee salaries, social insurance such as medical benefits and housing fund required for employees of PRC companies and VAT. Our actual cost of MDF sales components for each oilfield differs from each another given different terms of the contracts and the associated subcontracts. For example, Huabei oilfield provides equipment on site and we do not incur equipment cost for the services.

Subcontracts to Third Parties of MDF Business

        Since June 2007, under our subcontract for technical services at Liaohe oilfield with Panjin Hanyu, an independent third party oilfield services provider, the cost of raw materials, including the cost of MDF solution, was borne by Panjin Hanyu and not by us. We entered into subcontracts with independent third party service providers for Dagang oilfield in September 2009 and for Huabei oilfield in April 2010. Under the subcontracts, we charge fixed monthly fees and we do not bear the cost of MDF materials and equipment cost. For Successor Period, our contract with Dagang Shengkang at Dagang oilfield was a related party transaction because Dagang Shengkang was an entity controlled by Mr. Qingzeng Liu. Mr. Qingzeng Liu became our principal shareholder on May 6, 2009 as a result of the acquisition of 90% of the equity interest in Superport by Premium Sino Finance, an entity wholly owned by Mr. Qingzeng Liu. We bore the cost of the raw materials for our MDF operations during this period.

Gross Profit and Gross Margin

        Our gross profit, and hence our gross margin, are affected by the combined effect of the factors affecting our sales and cost of sales.

Operating Expenses

        Our operating expenses consist primarily of amortization and depreciation, consulting and professional fees, salaries and benefits, travel and business promotion and write down in value of equipment.

•

Intangible assets such as customer relationships are subject to amortization. Automobile, office equipment, computer equipment and computer software are subject to depreciation. We expect our amortization and depreciation to increase in the near term as we expand our operations.

•

Consulting and professional fees consist primarily of legal fees and consultancy fees. We expect our consulting and professional fees to increase in the near term as a result of our becoming a public company with ongoing compliance and reporting obligations.

•

Salaries and benefits include employee salaries, social insurance such as medical benefits and housing fund required for employees of PRC companies.

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•

Travel and business promotion include marketing and entertainment expenses involved as we market our LHD and MDF services to customers and road show expenses incurred in 2008 for our now-aborted plan to publicly list in another jurisdiction. We expect our travel and business promotion expense to increase in the near term as we expand our scale of operations and increase our marketing activities and incur investor relations expenses in connection with becoming a public company.

•

We review our long-lived assets from time to time when changes in circumstances indicate that their carrying value has become impaired and the difference will be written down.

Amortization and Depreciation

        Amortization represents expenses we record to amortize intangible assets. Intangible assets with determinable useful lives, such as customer relationships, are amortized over the course of three to seven years. Amortization of customer relationships is included in operating expenses.

        Depreciation includes depreciation of equipment. Equipment is stated at cost less accumulated depreciation. Equipment acquired in a purchase business combination are initially recorded based on fair value of the acquired interest. We depreciate automobile, production equipment, office equipment, computer equipment and computer software on a straight-line basis over the estimated useful lives of these assets. Depreciation of production equipment is included in cost of sales. Depreciation of automobile, office equipment, computer equipment and computer software is included in operating expenses.

        Amortization and depreciation expenses have been increasing significantly, from $3,000 for Predecessor Period October 2007 and $2.7 million for Predecessor Period 2008, to $1.7 million for Predecessor Period May 2009 and $2.4 million for Successor Period September 2009, and to $7.8 million for Successor Period September 2010 primarily due to the effect of the step up in bases in the fair value of equipment and customer relationships as a result of the acquisitions in 2007 and 2009. See "—Accounting Impact of Acquisitions."

Accounting Impact of Acquisitions

        On October 12, 2007, International Petroleum acquired all of the equity interest in TNH. The acquisition was accounted for using the purchase method of accounting. The cost of the acquisition was allocated to the assets acquired, including separately identifiable intangible assets, and liabilities assumed based on their estimated fair values. The valuation of the assets acquired and liabilities assumed was based on a pro rata allocation of the fair values of the assets acquired and liabilities assumed and the historical financial statement carrying amounts of these assets and liabilities of TNH. The fair value of the assets acquired and liabilities assumed exceeded TNH's purchase price, resulting in negative goodwill of $26.5 million. This negative goodwill was allocated on a pro rata basis to reduce the fair value of certain non-current assets, namely equipment by $10.1 million and intangible assets by $16.4 million.

        On May 6, 2009, Premium Sino Finance and Wise Worldwide acquired all of the equity interest in Superport from Mr. Cheung. As a result of this change in the ownership of Superport, push-down accounting was applied to establish a new basis of accounting in Superport's consolidated financial statements, effective May 6, 2009. The fair value of the assets and liabilities of Superport and its wholly owned subsidiaries have been pushed-down and reflected in Superport's consolidated financial statements in connection with the acquisition of all of the equity interest of Superport by the new owners. This resulted in negative goodwill of $23.8 million, which was allocated on a pro rata basis to reduce the fair value of certain non-current assets, namely equipment by $6.8 million and intangible assets by $17.0 million.

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        On June 9, 2010, the shareholders of Superport incorporated SinoTech to hold 100% of the equity interest in Superport. As SinoTech was incorporated for the purpose of being an intermediate holding vehicle between Superport and the ultimate shareholders, the incorporation of SinoTech and the transfer of equity interests in Superport to SinoTech is treated as a reorganization under common control in a manner similar to a pooling of interest. On October 12, 2010, as part of a corporate reorganization, SinoTech issued 99,990,000 ordinary shares with par value of US$0.0001 each to all the shareholders of Superport in exchange for all their beneficial interests in Superport.

        See Notes A, B and C to the consolidated financial statements included elsewhere in this annual report and "Item 5 Operating and Financial Review and Prospects—A. Operating Results—Critical Accounting Policies—Acquisition by International Petroleum of All of the Equity Interest in TNH and Change in the Ownership of Superport."

        In connection with these acquisitions, certain accounting adjustments relating to purchase price allocation were made to our historical financial statements. We believe the accounting impact of these acquisitions, particularly with respect to amortization of intangible assets associated with these acquisitions, will have a material adverse effect on our reported results of operations.

        At September 30, 2009 and 2010, intangible assets at cost and accumulated amortization were:

	Successor
	September 30, 2009			September 30, 2010
Customer relationships	$	34,476,160		$	35,187,203
Patent of the MD membrane(1)		—			478,240
	$	34,476,160		$	35,665,443
Less: accumulated amortization		(2,399,133	)		(8,895,338	)
	$	32,077,027		$	26,770,105

(1)

TNH purchased a patent of the MD membrane for $478,240. The patent was transferred to TNH in May 2010 and will expire in January 2019.

        The base for our customer relationships changed from $34.5 million as at September 30, 2009 to $35.2 million as at September 30, 2010. Our accumulated amortization for customer relationships was $8.9 million as at September 30, 2010. The change in customer relationships base and the accumulated amortization for customer relationships as at September 30, 2010 was due to the adoption of different exchange rates at the different points of time.

        We estimate amortization expenses for the intangibles relating to customer relationships as at September 30, 2010 for the next five fiscal years will be as follows:

Fiscal year ending September 30,
2011		7,532,431
2012		6,633,750
2013		5,303,702
2014		5,303,702
2015 and thereafter		1,996,520
	$	26,770,105

        While we believe the accounting impact of these acquisitions, particularly with respect to amortization of intangible assets associated with these acquisitions, will have a material adverse effect

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on our reported results of operations, we do not believe they will have any material and adverse effect on our cash flows since all the acquisition-related adjustments and amortization expenses are non-cash.

Fair Value of Warrants

        On January 11, 2010, TNH entered into the Deutsche Bank loan facility with a group of lenders for loan proceeds of up to $65.0 million, of which $50.0 million was utilized. The loan proceeds were used to finance our purchase of LHD units. The interest rates were 4.5%, 6.5% and 8.5% per annum above the LIBOR for the first 12 months, the next six months and thereafter, respectively. The loan was repayable on January 21, 2015 and had been fully repaid using the proceeds of our initial public offering on November 9, 2010. The lenders had a put option to request the repayment of the loan on July 23, 2012. In connection with the interposition of SinoTech as the holding company of Superport, the Deutsche Bank loan facility was further amended, effective on October 12, 2010.

        As consideration for the loan, SinoTech's major shareholder, Premium Sino Finance, issued four series of warrants, in Tranches A, B, C and D, to the lenders, to entitle them to purchase a certain percentage of SinoTech's fully diluted share capital from Premium Sino Finance. Premium Sino Finance is required to transfer its shares in SinoTech to the warrant holders upon the exercise of the warrants. The maturity date of these warrants is July 21, 2015. The warrants are exercisable before or after a QIPO. Upon the occurrence of certain exit events, Premium Sino Finance is required to buy back the warrants from the warrant holders at a specified exit price calculated at the time of exit. Each warrant holder has fully exercised all of its rights to purchase ordinary shares in our company held by Premium Sino Finance.

        The warrant holders were entitled to receive from Premium Sino Finance additional shares in our company held by Premium Sino Finance if the profit guarantee for the calendar years ending December 31, 2010 and 2011 was not met. This right to warrant holders would have survived even after the warrant holders have exercised their warrants.

        Under the profit guarantee, if the net income of TNH was less than the guarantee amount of $23.1 million and $34.6 million (subject to adjustment from the amount of the facilities drawn down and outstanding) for the calendar years ending December 31, 2010 and 2011, respectively, the warrant holders' aggregate entitlement would be adjusted by multiplying the ratio of the net income guarantee amount to the actual net income for the calendar years ending December 31, 2010 and 2011. For the calendar year ending December 31, 2011, the higher ratio of the two years would be used.

        The warrant holders waived the profit guarantee requirement on March 16, 2011.

        Since the warrants issued by Premium Sino Finance were for the purpose of obtaining a bank loan by TNH, the fair value of warrants has been recognized as warrant liabilities in our financial statements with the corresponding amount recognized as the discount to the loan. Management makes estimates and judgments in determining the fair value of the warrants based on its experience in valuation of similar financial instruments with the assistance of an independent third party valuer.

        The fair value of warrants at the issue date has been estimated as $44.0 million and therefore warrant liabilities and discount to bank loan of $44.0 million have been recognized on the date of the issue of the warrants. The discount is amortized over the life of the bank loan as recorded on our income statement as "interest expense." The warrants are carried at fair value on the balance sheet while changes in fair value from period to period are recorded on our income statement as "changes in fair value of warrant liabilities." See "—Critical Accounting Policies—Assessing the Fair Value of the Warrants." We have used a portion of the proceeds we received from our initial public offering to fully repay the amounts outstanding under the Deutsche Bank loan facility. The warrant holders waived their profit guarantee right in March 2011. Amortization of the loan discount and changes in fair value of

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warrant liabilities are non-cash in nature and did not have any effect on our cash flows and we do not expect them to have any effect on our future cash flow.

Taxation

Cayman Islands

        SinoTech was incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, SinoTech is not subject to income or capital gains tax. In addition, dividend payments are not subject to withholding tax in the Cayman Islands.

British Virgin Islands

        Superport Limited, SinoTech's British Virgin Islands subsidiary, is not subject to income or capital gains tax under British Virgin Islands law. In addition, dividend payments are not subject to withholding tax in the British Virgin Islands.

Hong Kong

        International Petroleum, our Hong Kong subsidiary, is subject to profits tax at a rate of 16.5% for the period from September 10, 2007 (date of incorporation) to September 30, 2008 and for the fiscal year ended September 30, 2009. Hong Kong profits tax has not been accrued for this period because International Petroleum incurred losses for tax purposes during this period.

The PRC

        Our PRC subsidiary, TNH, was subject to the PRC Enterprise Income Tax Law for Foreign-Invested Enterprises and Foreign Enterprises before January 1, 2008. Under this law and related regulations, foreign-invested enterprises were generally subject to enterprise income tax at a statutory rate of 33% (30% national income tax plus 3% local income tax). TNH was subject to enterprise income tax at a statutory rate of 33% and 25% for the fiscal years ended September 30, 2007 and 2009, respectively. For the fiscal year 2008, effective tax rate was 27% given the tax rate has changed as set out below. Under the PRC Enterprise Income Tax Law for Foreign-Invested Enterprises and Foreign Enterprises, dividends accrued before January 1, 2008, and paid to us by our PRC subsidiary are exempt from withholding tax.

        On March 16, 2007, the National People's Congress of China enacted a new Enterprise Income Tax Law, or New EIT Law, which became effective on January 1, 2008. In addition, the Implementation Rules of the New Enterprise Income Tax Law, or the Implementation Rules, were promulgated by the State Council on December 6, 2007 and the Notice on Implementation of Transitional Arrangements for Preferential Policies of Enterprise Income Tax, or the Transitional Arrangements Notice, was promulgated on December 26, 2007. Under the New EIT Law and the implementation regulations, the PRC has adopted a unified enterprise income tax rate of 25% on all domestic enterprises and foreign-invested enterprises. However, under the New EIT Law, enterprises that were established and already enjoyed preferential tax treatments before March 16, 2007 will continue to enjoy them (i) in the case of reduced tax rates, for a period of five years from January 1, 2008, or (ii) in the case of fixed-term tax holidays, until the expiration of such term subject to transitional rules as stipulated in the Transitional Arrangements Notice. TNH did not enjoy any preferential tax treatments before March 16, 2007.

        The New EIT Law provides that enterprises established outside of the PRC with "de facto management bodies" located in the PRC are considered "resident enterprises" and are generally subject to the uniform 25% enterprise income tax rate on their worldwide income. In addition, a recent circular issued by the State Administration of Taxation on April 22, 2009 regarding the standards used

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to classify certain Chinese-invested enterprises controlled by Chinese enterprises or Chinese group enterprises and established outside of the PRC as "resident enterprises" clarified that dividends and other income paid by such offshore "resident enterprises" will be considered to be PRC source income, subject to PRC withholding tax, currently at a rate of 10%, when recognized by non-PRC enterprise shareholders. This recent circular also subjects such offshore "resident enterprises" to various reporting requirements with the PRC tax authorities. Under the implementation regulations to the New EIT Law, a "de facto management body" is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise. In addition, the recent circular mentioned above details that certain Chinese-invested enterprises controlled by Chinese enterprises or Chinese group enterprises will be classified as "resident enterprises" if all of the following are located or resident in the PRC: senior management personnel and departments that are responsible for daily production, operation and management; financial and personnel decision making bodies; key properties, accounting books, company seal, and minutes of board meetings and shareholders' meetings; and half or more of the directors with voting rights or senior management. However, as this circular only applies to enterprises established outside of the PRC that are controlled by PRC enterprises or groups of PRC enterprises, it remains unclear how the tax authorities will determine the location of "de facto management bodies" for overseas incorporated enterprises that are controlled by individual PRC residents like us. Therefore, although substantially all of our management is currently located in the PRC, it remains unclear whether the PRC tax authorities would require or permit our overseas registered entities to be treated as PRC resident enterprises. If the PRC tax authorities determine that we are a "resident enterprise," we may be subject to enterprise income tax at a rate of 25% on our worldwide income and the dividends we pay to our investors may be subject to PRC withholding tax.

        Aggregate undistributed earnings of our subsidiaries located in the PRC that are available for distribution to us at September 30, 2009 are considered to be indefinitely reinvested under ASC 740 Income Taxes, and accordingly, no provision has been made for the Chinese dividend withholding taxes that would be payable upon the distribution of those amounts to us. The Chinese tax authorities have also clarified that distribution made out of pre January 1, 2008 retained earnings will not be subject to the withholding tax.

        As required by the New EIT Law, the profits of a foreign invested enterprise arising in 2008 and onwards which are distributed to its immediate holding company outside the PRC are subject to a withholding tax rate of 10%. A lower withholding tax rate will be applied if there is a tax treaty or arrangement between the PRC and the jurisdiction of the foreign holding company. For example, according to the Double Taxation Arrangement (Hong Kong), dividends paid to enterprises incorporated in Hong Kong are subject to a withholding tax of 5% provided that a Hong Kong resident enterprise (i) owns no less than 25% of the PRC enterprise distributing the dividend, (ii) can be considered as a "beneficial owner" and (iii) is entitled to treaty benefits under the Double Taxation Arrangement (Hong Kong).

        The PRC statutory income tax rate has been 25% from January 1, 2008. An effective tax rate of 27% has been applied for the fiscal year ended September 30, 2008 in the presentation below. As of September 30, 2008, 2009 and 2010, TNH accrued $1.3 million, $1.4 million and $3.5 million for income taxes payable.

Critical Accounting Policies

        We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect (i) the reported amounts of our assets, (ii) liabilities and the disclosure of our contingent assets and liabilities at the end of each reporting period and (iii) the reported amounts of revenues and expenses during each reporting period. We continually evaluate these estimates based on our historical experience, knowledge and assessment of

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current business and other conditions, our expectations regarding the future based on available information and reasonable assumptions, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.

        When reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies, and the sensitivity of reported results to changes in conditions and assumptions. We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our consolidated financial statements.

Impairment of Long-Lived Assets

        We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable. Significant judgment is involved in projecting our cash flows, which involve a number of factors including historical trends, recent performance and general economic assumptions. If such a review indicates that the carrying amounts of long-lived assets are not recoverable, we reduce the carrying amounts of such assets to their fair values. This may correspondingly affect the amount of depreciation and amortization for future periods.

Acquisition By International Petroleum of All of the Equity Interest in TNH and Change in the Ownership of Superport

        We allocated the purchase price to the tangible and intangible assets acquired and liabilities assumed in connection with the acquisition by International Petroleum of all of the equity interest in TNH on October 12, 2007 and the change in the ownership of Superport on May 6, 2009 based on their estimated fair values. We engaged an independent third party valuer to assist us in determining the fair values of certain assets acquired. Such valuations, for which we take full responsibility, require management to make significant estimates and assumptions, especially with respect to intangible assets. Management makes estimates of fair value based upon assumptions believed to be reasonable. These estimates are based on historical experience and information obtained from the management of the acquired company and are inherently uncertain. Unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions, estimates or actual results.

        We allocated the purchase price to the assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. The fair value of the assets acquired and liabilities assumed, on a proportionate share, exceeded our cost of acquisition by $26.5 million and by $23.8 million on October 12, 2007 and May 6, 2009 respectively. We refer to this excess as negative goodwill. Prior to allocating any excess over cost to the acquired assets, we have performed a reassessment of whether the assets acquired and liabilities assumed have been properly identified and valued, and concluded that the valuation was appropriate. The negative goodwill was allocated on a pro rata basis to reduce the fair value of intangible assets and equipment. The determination of the fair value of the intangible assets acquired involves certain judgments and estimates. These judgments can include, but are not limited to, the cash flows that an asset is expected to generate in the future. The fair values of customer relationship were determined by management with the assistance of an independent third party valuer and were based on the income approach, utilizing an excess cash flow method. The most significant estimates and assumptions inherent in the approach when we valued customer relationship include the renewals of customer contracts and the discount rate.

        The estimates and assumptions used to determine the fair values of intangible assets could change due to numerous factors, including service demand, market conditions, regulations affecting the business model of our operations, technological developments, economic conditions and competition.

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Assessing the Fair Value of the Warrants

        Determining the fair value of warrants issued requires making complex and subjective judgments regarding projected financial and operating results, our unique business risks and our operating history and prospects at the time of grant. We engaged an independent third party valuer to assist us in determining the fair value of warrants.

        The assumptions and basis of valuation in determining our enterprise value at each measurement date have been set out above in "—Acquisition of International Petroleum of All of the Equity Interest in TNH and Change in the Ownership of Superport."

        Monte Carlo Simulation Model, or MC Model, was used in the valuation of warrants. The MC Model simulates stock price paths through the well-known geometric Brownian motion formulation which incorporates a drift rate, volatility and a Weiner process based on a random process modelled by the standard normal distribution and is a function of the square root of time. Significant inputs for the valuation model included the following:

Measurement date	(Date of issuance) January 8, 2010	September 30, 2010
Expected price per share for each of the Tranche A, B, C Warrants	$2.67	$4.12
Expected price per share for the Tranche D warrants	$2.65	$4.12
Fair yield to maturity	6.9%	5.6%
Volatility	58.0%	62.0%
Annual drift	2.6%	1.0%

Internal Control Over Financial Reporting

        Following the completion of our initial public offering, we have become a public company in the United States and are subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, and applicable rules and regulations thereunder require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending September 30, 2011. In addition, beginning with our annual report for the fiscal year ending September 30, 2012, we expect that we will be required to include in such annual report a report of our independent registered public accounting firm that attests to and reports on management's assessment of the effectiveness of our internal controls over financial reporting if we are an accelerated filer or a large accelerated filer. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, to the extent that it conducts its own independent review, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us.

        During the course of documenting and testing our internal control procedures in order to satisfy the requirements of Section 404, we may identify deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the effectiveness of our internal control over financial reporting, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. If we fail to achieve and maintain an effective internal control, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could harm our operating results and lead to a decline in the trading price of our

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ADSs and warrants. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the NYSE, regulatory investigations and civil or criminal sanctions.

        Prior to our initial public offering, we had been a private company with limited accounting personnel and other resources for addressing our internal control over financial reporting. In connection with the audit of our consolidated and other financial statements included in this annual report, we and our independent registered public accounting firm identified the following control deficiencies, which amounted to "material weaknesses" as defined under the standards established by the Public Company Accounting Oversight Board: (i) insufficient U.S. GAAP qualified accounting and finance personnel and (ii) ineffective process for documenting and applying key accounting policies and procedures.

        To remediate these material weaknesses, we have undertaken to improve our internal controls, including the following:

•

identifying and hiring additional personnel with U.S. GAAP and SEC reporting experience;

•

providing training to our finance personnel to improve their knowledge of U.S. GAAP and SEC reporting requirements and deadlines;

•

holding regular meetings of the audit committee and ensuring regular communication between the committee and our independent registered public accounting firm;

•

establishing an internal audit function; and

•

standardizing the period-end closing checklist as well as the consolidation and reporting package across all subsidiaries with specific timing and content requirements to enhance controls over period closing and financial reporting processes.

        We have engaged an internal control adviser with the necessary expertise to perform an internal control audit pursuant to Section 404. We have also begun to formulate policies relating to internal control over financial reporting, including the preparation of a comprehensive accounting policies and procedures manual, containing, among other things, detailed, expanded closing checklists, to guide our financial personnel in addressing significant accounting issues and assist them in preparing financial statements in compliance with U.S. GAAP and SEC requirements. The Company is in the process of taking appropriate actions in relation to these remediation measures.

        See Item 3.D "Risk Factors—Our independent registered public accounting firm has identified material weaknesses and control deficiencies in our internal control over financial reporting. If we are unable to correct these weaknesses and deficiencies, our ability to accurately and timely report our financial results or prevent fraud may be adversely affected, and investor confidence and the market price of our securities may be adversely affected."

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Results of Operations

        The following table sets forth a summary of our audited results of operations and those of our predecessor for the periods indicated. All amounts are in thousands of U.S. dollars, except for per share data.

        Because of purchase accounting adjustments to the fair market value of long-term assets as well as the push down accounting treatment as a result of the acquisitions we conducted in 2007 and 2009, and because the number of days in each period presented vary, certain amounts may not be comparable between each period presented.

	Period from October 1, 2007 to October 12, 2007 (Predecessor Period October 2007)			Fiscal Year Ended September 30, 2008 (Predecessor Period 2008)		Period from October 1, 2008 to May 5, 2009 (Predecessor Period May 2009)		Period from May 6, 2009 to September 30, 2009 (Successor Period September 2009)		Fiscal Year Ended September 30, 2010 (Successor Period 2010)
	(In thousands U.S. dollars)							(In thousands U.S. dollars)
	(audited)			(audited)		(audited)		(audited)		(audited)
Sales	$	803.0		$	31,366.7	$	22,942.8	$	15,269.9	$	45,309.7
Cost of sales		312.0			11,749.6		8,286.7		5,543.4		10,389.3
Gross profit		491.0			19,617.1		14,656.1		9,726.5		34,920.4
Operating expenses
Depreciation of equipment		3.0			23.9		17.9		9.2		34.1
Amortization of intangible assets		—			2,690.2		1,716.8		2,398.6		6,332.8
Consulting and professional fees		299.2			1,278.2		328.8		66.1		2,674.0
Office and miscellaneous		8.6			147.3		134.0		7.0		317.9
Rent and utilities		1.7			184.6		142.6		77.9		239.5
Repair and maintenance		0.1			26.1		14.9		8.5		16.7
Salaries and benefits		15.8			399.2		318.1		236.9		645.2
Travel and business promotion		25.7			423.5		142.1		230.6		587.5
		354.1			5,173.0		2,815.2		3,034.8		10,847.7
Operating income		136.9			14,444.1		11,840.9		6,691.7		24,072.7
Other income and expenses
Gain on disposal of equipment		3.6			113.7		72.6		49.1		122.1
Interest income		—			81.7		33.4		88.5		238.6
Foreign exchange gain		—			—		—		—		445.7
Changes in fair value of warrant liabilities		—			—		—		—		(25,000.0	)
Interest expense		—			—		—		—		(8,085.9	)
		3.6			195.4		106.0		137.6		(32,279.5	)
Net income (loss) from operations before income taxes		140.5			14,639.5		11,946.9		6,829.3		(8,206.8	)
Income tax expense		50.9			2,996.4		2,641.0		1,609.1		5,477.9
Net income (loss) for the period		89.6			11,643.1		9,305.9		5,220.2		(13,684.7	)
Other comprehensive income (loss)
Translation adjustment		(2.4	)		3,661.2		244.7		3,301.8		2,185.4
Comprehensive income (loss) for the period	$	87.2		$	15,304.3	$	9,550.6	$	8,522.0	$	(11,499.3	)
Earnings (loss) per share—Basic	$	—		$	116,431	$	93,060	$	0.05	$	(0.14	)

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Successor Period 2010 Compared to Successor Period September 2009 and Predecessor Period May 2009

        Sales.    Total sales overall increased by $7.1 million, or 18.6%, from $22.9 million and $15.3 million for Predecessor Period May 2009 and Successor Period September 2009, respectively, to $45.3 million for Successor Period 2010 primarily due to the commencement of our consulting services business in the quarter ended September 30, 2010.

•

LHD sales overall increased by $6.9 million, or 48%, from $9.1 million and $5.2 million for Predecessor Period May 2009 and Successor Period September 2009, respectively, to $21.2 million for Successor Period 2010 primarily due to the increase in number of units of LHD available for providing services.

•

MDF sales overall decreased by $4.5 million, or 18.7%, from $13.9 million and $10.0 million for Predecessor Period May 2009 and Successor Period September 2009, respectively, to $19.4 million for Successor Period 2010 primarily due to subcontracts to Hebei Daofu in October 2009 of our contract at Dagang oilfield and in April 2010 of our contract at Huabei oilfield. We entered into these subcontracts primarily in order to allocate more personnel to our LHD service contracts. See Item 4.B "Business—Our Services—Molecular Deposition Film Technology—Agreements relating to the Huabei Oilfield."

•

Sales from our consulting services were $4.7 million for Successor Period 2010. We had no such sales in Predecessor Period May 2009 and Successor Period September 2009. See Item 4.B "Business—Our Services—Consulting."

        Cost of sales.    Cost of sales overall decreased by $3.4 million, or 24.9%, from $8.3 million and $5.5 million for Predecessor Period May 2009 and Successor Period September 2009, respectively, to $10.4 million for Successor Period 2010 primarily due to the subcontracting of our MDF contracts at Dagang and Huabei oilfields. A larger amount of the costs of MDF sales components were borne by the subcontractor under the terms of these subcontracts.

•

LHD cost of sales overall increased by $2.7 million, or 60.9%, from $2.8 million and $1.6 million for Predecessor Period May 2009 and Successor Period September 2009, respectively, to $7.1 million for Successor Period 2010. This increase was primarily due to our payment to a third party-operated repair center in Shandong for the annual servicing of our first two LHD units and an increase in the replacement parts and consumables, such as jetting hoses, purchased during this period.

•

MDF cost of sales overall decreased by $6.4 million, or 67.6%, from $5.5 million and $3.9 million for Predecessor Period May 2009 and Successor Period September 2009, respectively, to $3.1 million for Successor Period 2010 primarily due to subcontracts to Hebei Daofu in October 2009 of our contract at Dagang oilfield and in April 2010 of our contract at Huabei oilfield. A larger amount of the costs of MDF sales components were borne by the subcontractor under the terms of these subcontracts. See "—Sales and Cost of Sales—Subcontracts to Third Parties of MDF Business."

•

Cost of sales from our consulting services were $0.2 million for Successor Period 2010. We had no such cost of sales in Predecessor Period May 2009 and Successor Period September 2009.

        Gross profit and gross margin.    Gross profit overall increased by $10.5 million, or 43.2%, from $14.7 million and $9.8 million for Predecessor Period May 2009 and Successor Period September 2009, respectively, to $34.9 million for Successor Period 2010. Our gross margin increased from 63.9% and 63.7% for Predecessor Period May 2009 and Successor Period September 2009, respectively, to 77.1% for Successor Period 2010.

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        Operating expenses.    Operating expenses overall increased significantly by $5.0 million from $2.8 million and $3.0 million for Predecessor Period May 2009 and Successor Period September 2009, respectively, to $10.8 million for Successor Period 2010 for the primary reasons set forth below.

•

Amortization and depreciation overall increased by $2.3 million, or 56.1%, from $1.7 million and $2.4 million for Predecessor Period May 2009 and Successor Period September 2009, respectively, to $6.4 million for Successor Period 2010 primarily due to the increase in amortization for intangible assets from a change in accounting basis from predecessor periods to successor period on May 5, 2009 as described in further detail in Notes C, D and E to our consolidated financial statements included elsewhere in this annual report and our purchase of the MDF membrane patent during Successor Period 2010.

•

Consulting and professional fees overall increased significantly by $1.9 million from $0.14 million and $66,100 for Predecessor Period May 2009 and Successor Period September 2009, respectively, to $2.1 million for Successor Period 2010 and was primarily comprised of legal fees and consulting fees.

•

Salaries and benefits overall increased by $0.1 million, or 16.3%, from $0.3 million and $0.20 for Predecessor Period May 2009 and Successor Period September 2009, respectively, to $0.6 million for Successor Period 2010 primarily due to an increase in number of employees.

•

Travel and business promotion overall increased by $0.2 million, or 57.6%, from $0.14 million and $0.23 million for Predecessor Period May 2009 and Successor Period September 2009, respectively, to $0.6 million for Successor Period 2010 primarily due to an increase in activity relating to our initial public offering.

        Operating income.    Due to the foregoing factors, operating income overall increased by $5.6 million, or 30.3%, from $11.8 million and $6.7 million for Predecessor Period May 2009 and Successor Period September 2009, respectively, to $24.1 million for Successor Period 2010.

        Other income and expenses.    Other income was $0.1 million and $0.14 million for Predecessor Period May 2009 and Successor Period September 2009, respectively, compared to other expenses of $32.3 million for Successor Period 2010 primarily due to interest expense of $8.1 million and changes in fair value of warrant liabilities of $25.0 million for Successor Period 2010. See "—Fair Value of Warrants" and "—Critical Accounting Policies—Assessing the Fair Value of the Warrants" for further information on the changes in fair value of warrant liabilities.

        Income tax expense.    Income tax expense increased by $1.2 million, or 28.9%, from $2.6 million and $1.6 million for Predecessor Period May 2009 and Successor Period September 2009, respectively, to $5.5 million for Successor Period 2010 primarily due to an increase in taxable income.

        Net income (loss) and net income margin.    Net income overall decreased significantly by $28.2 million, as we recorded a net loss of $13.7 million for Successor Period 2010 compared to net income of $9.3 million and $5.2 million for Predecessor Period May 2009 and Successor Period September 2009, respectively. Our net loss for Successor Period 2010 was primarily due to the change in fair value of warrant liabilities of $25.0 million, amortization of discount to the bank loan of $6.1 million and bank loan interest of $2.0 million. Net income margin was 40.6% and 34.2% for Predecessor Period May 2009 and Successor Period September 2009, respectively. Net income margin was negative for Successor Period 2010.

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Successor Period September 2009 and Predecessor Period May 2009 Compared to Predecessor Period October 2007 and Predecessor Period 2008

        Sales.    Total sales overall increased by $6.0 million, or 18.8%, from $0.8 million and $31.4 million for Predecessor Period October 2007 and Predecessor Period 2008, respectively, to $22.9 million and $15.3 million for the Predecessor Period May 2009 and Successor Period September 2009, respectively, primarily due to an increase in the scale of our LHD and MDF operations.

•

LHD sales overall increased by $2.9 million, or 25.5%, from $0.08 million and $11.3 million for Predecessor Period October 2007 and Predecessor Period 2008, respectively, to $9.1 million and $5.2 million for Predecessor Period May 2009 and Successor Period September 2009, respectively, primarily due to our having a full year of operations in the fiscal year ended September 30, 2009 resulting in an increase in meters drilled.

•

MDF sales overall increased by $3.1 million, or 15.1%, from $0.7 million and $20.1 million for Predecessor Period October 2007 and Predecessor Period 2008, respectively, to $13.8 million and $10.1 million for Predecessor Period May 2009 and Successor Period September 2009, respectively, primarily due to our entry into a contract in July 2008 with PetroChina Huabei to provide MDF services at Huabei oilfield.

        Cost of sales.    Cost of sales overall increased by $1.8 million, or 14.7%, from $0.3 million and $11.8 million for Predecessor Period October 2007 and Predecessor Period 2008, respectively, to $8.3 million and $5.5 million for Predecessor Period May 2009 and Successor Period September 2009, respectively, primarily due to an increase in the scale of our LHD and MDF operations.

•

LHD cost of sales overall increased by $0.8 million, or 23.2%, from $48,223 and $3.5 million for Predecessor Period October 2007 and Predecessor Period 2008, respectively, to $2.8 million and $1.6 million for Predecessor Period May 2009 and Successor Period September 2009, respectively, which was in line with our increase in sales.

•

MDF cost of sales overall increased by $0.9 million, or 11.0%, from $0.3 million and $8.3 million for Predecessor Period October 2007 and Predecessor Period 2008, respectively, to $5.5 million and $3.9 million for Predecessor Period May 2009 and Successor Period September 2009, respectively, primarily due to our entry into a contract in July 2008 with PetroChina Huabei to provide MDF services at Huabei oilfield.

        Gross profit and gross margin.    Gross profit overall increased by $4.3 million, or 21.3%, from $0.5 million and $19.6 million for Predecessor Period October 2007 and Predecessor Period 2008, respectively, to $14.6 million and $9.8 million for Predecessor Period May 2009 and Successor Period September 2009, respectively. Our gross margin increased from 61.1% and 62.5% for Predecessor Period October 2007 and Predecessor Period 2008, respectively, to 63.9% and 63.7% for Predecessor Period May 2009 and Successor Period September 2009, respectively, due to factors including a change in services mix and higher gross margins for our LHD services.

        Expenses.    Expenses overall increased by $0.3 million, or 5.8%, from $0.4 million and $5.1 million for Predecessor Period October 2007 and Predecessor Period 2008, respectively, to $2.8 million and $3.0 million for Predecessor Period May 2009 and Successor Period September 2009, respectively, for the primary reasons set forth below.

•

Amortization and depreciation overall increased by $1.4 million, or 52.5%, from $3,000 and $2.7 million for Predecessor Period October 2007 and Predecessor Period 2008, respectively, to $1.7 million and $2.4 million for Predecessor Period May 2009 and Successor Period September 2009, respectively, primarily due to an increase in amortization of intangible assets from a change in accounting basis from predecessor periods to successor period as described in further

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detail in Notes D, E and F to our consolidated financial statements included elsewhere in this annual report.

•

Consulting and professional fees overall decreased by $1.2 million, or 85.1%, from $0.3 million and $1.1 million for Predecessor Period October 2007 and Predecessor Period 2008, respectively, to $0.14 million and $66,100 for Predecessor Period May 2009 and Successor Period September 2009, respectively, primarily due to our decision against conducting an initial public offering in another jurisdiction.

•

Salaries and benefits overall increased by $0.1 million, or 33.7%, from $15,800 and $0.4 million for Predecessor Period October 2007 and Predecessor Period 2008, respectively, to $0.3 million and $0.20 million for Predecessor Period May 2009 and Successor Period September 2009, respectively, primarily due to an increase in staff benefits.

•

Travel and business promotion overall decreased by $76,500, or 17.0%, from $25,700 and $0.42 million for Predecessor Period October 2007 and Predecessor Period 2008, respectively, to $0.14 million and $0.23 million for Predecessor Period May 2009 and Successor Period September 2009, respectively, primarily due to our decision against conducting an initial public offering in another jurisdiction.

        Operating income.    Due to the foregoing factors, operating income overall increased by $4.0 million, or 27.1%, from $0.1 million and $14.5 million for Predecessor Period October 2007 and Predecessor Period 2008, respectively, to $11.8 million and $6.7 million for Predecessor Period May 2009 and Successor Period September 2009, respectively.

        Other income and expenses.    Other income overall increased by $44,600, or 22.4%, from $3,600 and $0.2 million for Predecessor Period October 2007 and Predecessor Period 2008, respectively, to $0.1 million and $0.14 million for Predecessor Period May 2009 and Successor Period September 2009, respectively.

        Income tax expense.    Income tax expense increased by $1.2 million, or 39.5%, from $0.05 million and $3.0 million for Predecessor Period October 2007 and Predecessor Period 2008, respectively, to $2.6 million and $1.6 million for Predecessor Period May 2009 and Successor Period September 2009, respectively, primarily due to an increase in our taxable income.

        Net income and net income margin.    As a result of the foregoing factors, net income overall increased by $2.8 million, or 23.8%, from $0.1 million and $11.6 million for Predecessor Period October 2007 and Predecessor Period 2008, respectively, to $9.3 million and $5.2 million for Predecessor Period May 2009 and Successor Period September 2009, respectively, and net income margin increased from 11.2% and 37.1% for Predecessor Period October 2007 and Predecessor Period 2008, respectively, to 40.6% and 34.2% for Predecessor Period May 2009 and Successor Period September 2009, respectively.

B. LIQUIDITY AND CAPITAL RESOURCES

Cash Flows and Working Capital

        We financed our working capital and capital expenditure requirements during Predecessor Period 2008, Predecessor Period May 2009, Successor Period September 2009 and Successor Period 2010 primarily through cash provided by operating activities. In Successor Period 2010, our primary sources of liquidity were cash flows from financing and operating activities. As of September 30, 2009 and 2010, our total current assets amounted to $49.6 million and $74.2 million, and our total current liabilities amounted to $9.8 million and $15.0 million, respectively. Our working capital as of September 30, 2009 and 2010 was $39.8 million and $59.2 million, respectively. We believe that our existing cash and cash equivalents and future cash flows from operating activities will be sufficient to meet the working capital requirements of our operations for the next 12 months.

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        In January 2010, we obtained a $65.0 million Deutsche Bank loan facility, of which we have utilized $50.0 million, mainly to purchase additional LHD units. We fully repaid this loan from the proceeds of our initial public offering. In connection with the early repayment, we recognized a one-time loss on debt extinguishment of approximately $37.0 million in the fiscal quarter ending December 31, 2010, representing the difference between the amount repaid and the carrying value of the loan on the date of the debt repayment. This loss on debt extinguishment was one-time impact on our cash flow in the fiscal quarter ending December 31, 2010 and we do not expect this loss on debt extinguishment to have any impact on our cash flow going forward.

        We expect that cash provided from operating activities and equity or debt financings will be sources of liquidity for us.

        We may need additional cash resources in the future if we experience a change in business conditions or other developments. We may also need additional cash resources in the future if we find and wish to pursue opportunities for investment, acquisition, strategic cooperation or other similar actions. If we ever determine that our cash requirements exceed our amounts of cash on hand, we may seek to issue debt or equity securities or obtain credit facilities. Any issuance of equity securities could cause dilution for our shareholders. Any incurrence of indebtedness could increase our debt service obligations and cause us to be subject to restrictive operating and finance covenants. It is possible that when we need additional cash resources, financing will only be available to us in amounts or on terms that would not be acceptable to us or financing will not be available at all.

        The following table presents a summary of our cash flow information and that of our predecessor for the periods indicated.

	Period from October 1, 2007 to October 12, 2007 (Predecessor Period October 2007)			Fiscal Year Ended September 30, 2008 (Predecessor Period 2008)		Period from October 1, 2008 to May 5, 2009 (Predecessor Period May 2009)			Period from May 6, 2009 to September 30, 2009 (Successor Period September 2009)			Fiscal Year Ended September 30, 2010 (Successor Period June 2010)
				(In thousands U.S. dollars)					(In thousands U.S. dollars)
Cash flows (used in) from operating activities	$	(1,730.7	)	$	1,173.3	$	6,685.1		$	10,370.0		$	14,479.5
Cash flows from (used in) investing activities		—			2,514.8		(8.5	)		(5.1	)		(46,662.4	)
Cash flows from (used in) financing activities		1.6			5,091.1		(142.3	)		42.7			53,034.5
Effect of exchange rate change		(0.6	)		409.3		64.9			(24.8	)		(3,196.2	)
Net cash inflow (outflow)		(1,729.7	)		9,188.5		6,599.2			10,382.8			17,655.4
Cash and cash equivalents, beginning of period		9,041.7			—		9,188.5			15,787.7			26,170.6
Cash and cash equivalents, end of period	$	7,312.0		$	9,188.5	$	15,787.7		$	26,170.5		$	43,826.0

Operating Activities

        Cash flows from operating activities was $6.7 million and $10.4 million for Predecessor Period May 2009 and Successor Period September 2009, respectively. Cash flows from operating activities for Successor Period 2010 was $14.5 million. The change was primarily due to an increase in our operating income by $5.5 million.

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        Cash flows from operating activities for Predecessor Period May 2009 and Successor Period September 2009 were $6.7 million and $10.4 million, respectively. This was primarily due to a combined effect of our net income of $14.5 million and a non-cash item of amortization and depreciation of $5.0 million and an increase in accounts receivables collection, partially offset by a payment of prepaid expenses and deposit of $6.3 million in relation to prepayments for LHD units.

        Cash flows (used in)/generated from operating activities for Predecessor Period October 2007 and Predecessor Period 2008 was $1.7 million and $1.2 million, respectively, as a result of our net income of $0.1 million and $11.6 million for Predecessor Period October 2007 and Predecessor Period 2008, respectively, after adjusting for a non-cash item of amortization and depreciation of $3.5 million, an increase in accounts receivable of $4.6 million and payment of prepaid expenses and deposit of $8.2 million in relation to our purchase of LHD units for Predecessor Period 2008.

Investing Activities

        Cash flows used in investing activities for Successor Period 2010 was $46.7 million primarily due to the acquisition of equipment comprising mainly of our third and fourth LHD units in the purchase price of $21.2 million and the payment of a deposit of $17.5 million in connection with our purchase of six additional LHD units.

        Cash flows used in investing activities for Predecessor Period May 2009 and Successor Period September 2009 were $8,500 and $5,100 respectively due to purchase of computer equipment.

        Cash flows from investing activities for Predecessor Period October 2007 and Predecessor Period 2008 was nil and $2.5 million, respectively. This was due to the net cash on a consolidated basis in the amount of $2.6 million as a result of the acquisition by TNH by International Petroleum after applying the purchase price paid by International Petroleum in the amount of $4.7 million against the cash on the books of TNH in the amount of $7.3 million at the time of acquisition.

Financing Activities

        Cash flows from financing activities for Successor Period 2010 was $53.0 million due primarily to the Deutsche Bank loan facility for a loan of up to $65.0 million, of which we had utilized $50.0 million, to purchase additional LHD units.

        Cash flows (used in)/generated from financing activities for Predecessor Period May 2009 and Successor Period September 2009 was $0.14 million and $42,700, respectively, due primarily to payment to a related party, Mr. Fengkai Liu, an ex-principal shareholder, for the use of office space provided by him.

        Cash flows from financing activities for Predecessor Period October 2007 and Predecessor Period 2008 was $1,600 and $5.1 million, respectively, due primarily to an advance from a related party, Mr. Cheung, the sole shareholder of International Petroleum, for financing the acquisition of TNH by International Petroleum. Upon the transfer of the ownership of Superport on May 6, 2009, this amount due was transferred to the new shareholders of Superport accordingly. As of September 30, 2009, the amount due was $5.1 million. The amount due is unsecured, interest-free and repayable upon demand.

Capital Expenditures

        We had capital expenditures of nil in Predecessor Period October 2007, $57,523 in Predecessor Period 2008, $8,457 in Predecessor Period May 2009, $5,080 in Successor Period September 2009 and $47.5 million in Successor Period 2010, respectively. Our capital expenditures were used primarily to purchase LHD equipment.

        In January 2010, we obtained a $65.0 million Deutsche Bank loan facility, of which we utilized $50.0 million, to purchase additional LHD units.

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        We currently anticipate that we will incur capital expenditures in the range of $70 million to $80 million in the fiscal year ending September 30, 2011 including the expenditures for the procurement of new LHD equipment to be added in fiscal year 2011 and the prepayment of additional LHD units to be delivered in fiscal year 2012.

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

        Our in-house research and development department seeks out new EOR technologies, methods and applications that would enable us to deliver increased oil production to our customers and researches ways to improve our existing technologies and methodologies.

        In May 2010, we acquired the second generation MDF patent from Professor Gao for $478,240. Related amortization expenses were nil, nil and $22,586 for the fiscal years ended September 30, 2008, 2009 and 2010, respectively.

D. TREND INFORMATION

        Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from October 1, 2009 to September 30, 2010 that are reasonably likely to have a material effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

E. OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS

        We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of third parties. We have not entered into any derivative contracts that are indexed to our equity interests and classified as owners' equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or that engages in leasing, hedging or research and development services with us.

F. CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

        Our contractual obligations and commitments as of September 30, 2010 are set forth in the table below.

	Payment Due by Period
	Total		Less Than 1 Year		1 - 3 Years		3 - 5 Years		More Than 5 Years
Capital lease for office equipment	$	11,371	$	5,047	$	6,324	$	—	$	—
Operating lease obligations(1)	$	1,009,250	$	592,460	$	416,790		—		—
Purchase obligations(2)	$	4,494,709	$	4,494,709		—		—		—
Total	$	5,515,330	$	5,092,216	$	423,114	$	—	$	—

Notes:

(1)

Represents the addition of the amounts for the lease of MDF equipment at the Dagang and Liaohe oilfields and TNH's two lease agreements for office space. See Note F.II. to the consolidated financial statements included elsewhere in this annual report.

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(2)

Represents the outstanding payment amount of $369,889 for our purchase of nine units of downhill measuring equipment under our August 31, 2010 purchase contract and the outstanding payment amount of $4,124,820 for our purchase of six LHD units under our January 11, 2010 purchase contract. See Note N(a) and N(b) to the consolidated financial statements included elsewhere in this annual report.

Item 6.    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

        The following table sets forth certain information relating to our directors and executive officers as of the date of this annual report.

Name	Age		Position
Qingzeng Liu		50	Chairman
Guoqiang Xin		47	Director and Chief Executive Officer
Boxun Zhang		35	Director and Chief Financial Officer
Xiaoxuan Bi		35	Director and Chief Economist
Heqing Yao		64	Independent Director
Jing Liu		38	Independent Director
Xiaomin Yu		52	Chief Operating Officer
Zhenji Dong		63	Chief Geologist
Yanhui Guo		38	Vice President
Kejiang Liu		42	Vice President

        Unless otherwise indicated, the business address of each of our directors and executive officers is 3/F, No. 19 Ronghua South Road, Beijing Economic-Technological Development Area, Beijing 100176, People's Republic of the PRC.

        A description of the business experience and present position of each director and executive officer is provided below:

Directors

Qingzeng Liu, Age 50, Chairman of our board of directors. Mr. Liu became the controlling shareholder of TNH in May 2009 and has been actively involved in the supervision of the management of the company. Mr. Liu has over 30 years of experience in the oil and gas industry. He serves as Chief Executive Officer and Executive Director of Sky China Petroleum Services Ltd., a Singapore listed company. He currently also serves as the chairman of the board of directors of Dagang Shengkang and has been in that position since 1996. Prior to that, Mr. Liu has also held various positions in subsidiaries of China National Petroleum Corporation as management personnel. From 1979 to 1990, he served as the deputy head of Department of Oil Development Project in CNPC Northern China Oil Administration Bureau and the head of Corporate Administration Department in CNPC Dagang Oil Administration Bureau respectively. Mr. Liu received his BA in Philosophy from Beijing Normal College in 1983. He also received a Master of Business Administration from Tsinghua University in 2005.

Guoqiang Xin, Age 47, Director and Chief Executive Officer. Mr. Xin joined TNH in 2006 and is primarily responsible for overseeing our overall strategy, planning and day-to-day management and operations. Mr. Xin has over 16 years of experience in the oil and gas business. Prior to joining our company, he served for 10 years as the deputy general manager and director and general manager of Tianjin Dagang Oilfield Welo Cables Co., Ltd., a subsidiary of China National Petroleum Corporation, where he was primarily responsible for the sales, marketing, R&D and production management. Mr. Xin received his BA in English from Tianjin Dagang Oil School in 1982. He received a Master of

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Business Administration from China Petroleum University in 1998. Mr. Xin also holds a certificate of Senior Economist granted by CNPC.

Boxun Zhang, Age 35, Director and Chief Financial Officer. Mr. Zhang joined us as our chief financial officer in September 2010. Prior to joining us, Mr. Zhang served as the corporate vice president of Concord Medical Services, a NYSE listed company, where he was in charge of business development from September 2009. From February 2006 to May 2009, Mr. Zhang served as investment controller, financial controller and director of business analysis at Suntech Power, another NYSE listed company, where he was involved in certain major securities offerings and mergers and acquisitions of the company. From January 2005 to March 2006, Mr. Zhang worked in the investment banking department of Credit Suisse where he advised on a number of securities offerings and cross-border mergers and acquisitions transactions. From 1998 to 2002, Mr. Zhang served as senior consultant and senior auditor at PricewaterhouseCoopers where he advised on numerous IPO projects and provided financial consulting services. Mr. Zhang received his BA in auditing and accounting from Wuhan University in 1998 and a Master of Business Administration from Cass Business School, City University in 2004.

Xiaoxuan Bi, Age 35, Director and Chief Economist. Ms. Bi joined TNH in 2006 as chief financial officer. Prior to joining TNH, she worked as a financial manager and financial director at Qingdao Hisense Marketing Co., Ltd. and Hisense Group, which is one of the leading electronics companies in the PRC. Ms. Bi received her associate degree in economic management from Shandong Broadcasting Television University in 1995. She also received a BA in financial management from Peking University in 1997.

Heqing Yao, Age 64, Independent Director. Mr. Yao has over 30 years of experience in the oil and gas industry. From 1999, Mr. Yao served as the general manager of PetroChina Dagang Oilfield Company where he was primarily responsible for overseeing the operation of Dagang Oilfield. In 2005, Mr. Yao was elected to be the member of the Standing Committee of the Municipal People's Congress of Tianjin, holding membership on the Financial Committee, and retired in 2008. From 1970 to 1986, Mr. Yao served in various positions as technician and head of the well repairing team at Dagang Oilfield. From 1986 to 1995, Mr. Yao served in various top executive positions as deputy chief and chief in the Dagang Oil Administration Bureau where he was responsible for overseeing the operation and management of the Bureau. Since 1995, Mr. Yao served as chairman and general manager of Dagang Oilfield Group Company where he was responsible for the daily operation of the company. Mr. Yao received his BA in Oil Recovery Engineering from Beijing Petroleum Institute in 1969.

Jing Liu, Age 38, Independent Director. Ms. Liu has more than 15 years of experience in financial management. From October 2007 to April 2009, Ms. Liu served as the Chief Financial Officer of Solarfun Power Holdings, a NASDAQ-listed company, where her overall financial responsibilities included US GAAP reporting, financial disclosures, investor communications, strategic planning, financing and liquidity management, internal control and Sarbanes-Oxley Act compliance. From January 2004 to September 2007, Ms. Liu served as Vice President—Finance in Thermo Fisher Scientific (China). In addition to her financial responsibilities, she was responsible for leading the establishment of the back-office share service center and was in charge of business restructuring and integration as well as several major business acquisitions in the PRC. Earlier on in her career, Ms. Liu served in senior finance positions at DuPoint (China) and Swire Coca-Cola (Dongguan). Ms. Liu served as a member of the boards of all the Thermo Fisher subsidiaries within the Asia Pacific region (excluding Japan) during her service in the company. Ms. Liu received an associate degree in Economics from Beijing Nuclear Industrial Administration University in 1994 and a Master in Business Administration from Columbia Southern University in 2003.

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Executive Officers

Xiaomin Yu, Age 52, Chief Operating Officer. Mr. Yu has served as our Chief Operating Officer since June 2010 and is mainly responsible for managing the production operation. Mr. Yu has over 30 years of experience in the oil and gas industry, in particular in the technologies of oil wells operation. Prior to joining TNH, Mr. Yu served as the general manager of Dongying Zhengxing Science and Technology Co., Ltd. since November 1999 where he was primarily responsible for the overall management of the company. From July 1986 to January 1996, Mr. Yu served as the head of the Operation Department of Dong Xin Oil Recovery Factory in Shengli Oilfield where he was mainly responsible for the operation and management of the factory. From January 1980 to July 1986, Mr. Yu served as the head of the Operating Team 16 of Dong Xing Oil Recovery Factory in Shengli Oilfield where he was mainly responsible for leading team members to conduct oil well operations. Mr. Yu received his BA in Administrative Management from Shandong Light Industry Institute in 1979. Mr. Yu is also a senior engineer.

Zhenji Dong, Age 59, Chief Geologist. Mr. Dong has served as our Chief Geologist since August 2010 and is primarily responsible for the geological research and analysis in connection with our operation. Mr. Dong has over 39 years of experience in the development of oilfields and the related geological research. Prior to joining our company, Mr. Dong served as the general manager of China Huayou Group Jilin Company from April 1997 to April 2008 where he was responsible for managing day-to-day operations. From March 1996 to April 1997, Mr. Dong served as the chief geologist of the Rolling Prospecting Development Department of Jilin Oilfield where he was mainly responsible for developing and formulating the recovery plan. From April 1985 to March 1996, Mr. Dong served various positions as chief geologist and head of the factory in Qian'An Oil Recovery Factory of Jinlin Oilfield. Prior to that, Mr. Dong was in the Geological Department of Jinlin Oilfield Administration Bureau where he was mainly responsible for monitoring the production operation of the entire oilfield.

Yanhui Guo, Age 38, Vice President. Ms. Guo has served as vice president of TNH since 2007. She is primarily responsible for the President's Office and the internal affairs of the Company. Prior to joining TNH, Ms. Guo worked as assistant to the CEO of Greater China at Ashland Inc. Since joining the company, Ms. Guo has primarily been responsible for investor relations and communications with various external advisors. Ms. Guo received her professional degree in industrial enterprise management from Beijing Social Correspondence University in 1995.

Kejiang Liu, Age 42, Vice President. Mr. Liu has served as vice president of TNH since 2007. He is primarily responsible for assisting the chief technology officer in the formulation and review of technology service proposals as well as implementing measures. He is also responsible for coordinating and managing our technology development and strategy. Prior to joining TNH, Mr. Liu also worked as a supervisor at the Zhongyuan oilfield of China National Petroleum Corporation and taken a management role at Nabors China, a U.S.-based oil drilling company. During that time, Mr. Liu's experience primarily focused on the manufacture and delivery of oil drilling rigs. Mr. Liu received his bachelor degree in petroleum management engineering from Petroleum University and also an international Master of Business Administration from Tsinghua University in 2003.

Duties of Directors

        Under Cayman Islands law, our directors have a statutory duty of loyalty to act honestly in good faith with a view to our best interests. Our directors also have a duty to exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our amended and restated memorandum and articles of association. A shareholder has the right to seek damages if a duty owed by our directors is breached.

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        The functions and powers of our board of directors include, among others:

•

convening shareholders' annual general meetings and reporting its work to shareholders at such meetings;

•

issuing authorized but unissued shares;

•

declaring dividends and distributions;

•

exercising the borrowing powers of our company and mortgaging the property of our company;

•

approving the transfer of shares of our company, including the registering of such shares; and

•

exercising any other powers conferred by shareholders' meetings or under our amended and restated memorandum and articles of association.

Terms of Directors and Executive Officers

        We have six directors on our board of directors. Any director on our board may be removed by way of a vote of at least two-thirds of shareholders. Any vacancies on our board of directors or additions to the existing board of directors can be filled by the affirmative vote of at least two-thirds of the remaining directors.

        All of our executive officers are appointed by and serve at the discretion of our board of directors. Other than the appointment of our Chief Executive Officer and Chief Financial Officer, which require the vote of at least two-thirds of our directors, our executive officers are elected by and may be removed by a majority vote of our board of directors.

Employment Agreements

        We have entered into an employment agreement with each of our executive officers. The terms of the employment agreements are substantially similar for each executive officer, except as noted below. Under these agreements, each of our executive officers is employed for a specified time period of five years, other than our chief financial officer whose term of employment is three years. We may terminate an executive officer's employment for cause at any time, with prior written notice, for certain acts of the executive officer, including, but not limited to, a conviction of a felony or willful gross misconduct in connection with his or her employment, and in each case if such acts have resulted in material and demonstrable financial harm to us. We may also terminate the employment with our chief financial officer without cause by giving 60 days prior notice and shall pay an amount equal to three months of the base salary as compensation. An executive officer may, with prior written notice, terminate his or her employment at any time for cause for certain acts of our Company, including, but not limited to, failure to timely, pay remuneration in full to, or failure to pay social security funds for, the executive officer. Our chief financial officer may also terminate his employment at any time with or without cause by giving 60 days prior notice, whereas in the latter case he is not entitled to severance. The employment of our executive officers may also be terminated upon the mutual agreement between the executive officers and us.

        Each executive officer has agreed to hold, both during and subsequent to the terms of his or her agreement, in confidence and not to use, except in furtherance of his or her duties in connection with the employment, any of our confidential information, technological secrets, commercial secrets and know-how. Moreover, each of our executive officers has agreed that (i) during the term of his or her employment with us and two years thereafter, not to, directly or indirectly, serve in any entity that competes with us or our affiliates or to engage in any marketing and selling activities for products or business that are same or similar to our products or business, provided that we agree to pay a certain amount of compensation for the period of non-competition starting from the date of termination of

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his/her employment and (ii) at any time after their employment with us, not to solicit, directly or indirectly any of our customers or employees.

B. COMPENSATION

        In the fiscal year ended September 30, 2010, we and our subsidiaries paid aggregate cash compensation of approximately $47,000 to our directors and executive officers as a group. We did not pay any other cash compensation, contingent or deferred compensation or benefits in kind to our directors and executive officers, nor did we set aside any amount for pensions, retirement or other benefits for our officers and directors.

2010 Equity Incentive Plan

        Our shareholders adopted our 2010 equity incentive plan on October 12, 2010. The 2010 equity incentive plan provides for the grant of options, stock appreciation rights, and other share-based awards such as restricted shares, referred to hereafter as "awards." The purpose of the plan is to aid us in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on our behalf through the granting of awards. We believe that we will benefit from the incentives such key employees, directors or consultants will have in our success as a result of these awards. Our 2010 equity incentive plan contains the following material provisions:

Termination of Awards

        Options and restricted shares will have specified terms set forth in an award agreement. The compensation committee will determine in the relevant award agreement whether options granted under the award agreement will be exercisable following the recipient's termination of services with us. If the options are not exercised or purchased on the last day of the period of exercise, they will terminate.

Administration

        The 2010 equity incentive plan is administered by the compensation committee of our board of directors. The committee is authorized to interpret the plan, to establish, amend and rescind any rules and regulations relating to the plan, and to make any other determinations that it deems necessary or desirable for the administration of the plan. The committee has the full power and authority to determine the terms and conditions of each award consistent with the provisions of the plan, including, but not limited to, the exercise price for an option or share appreciation right, vesting schedule of options and restricted shares, forfeiture provisions, form of payment of exercise price and other applicable terms.

Option Exercise

        The term of options granted under the 2010 equity incentive plan may not exceed five years from the date of grant. The consideration to be paid for our ordinary shares upon exercise of an option or purchase of shares underlying the option may include cash, check or other cash-equivalent, ordinary shares, consideration received by us in a cashless exercise, or a combination of the foregoing methods of payment.

Change in Control

        If there is a change in control whereby a third party becomes the beneficial owner, directly or indirectly, of more than 50% of the total voting power of our voting stock (or the voting stock of any entity which controls us), or acquires us through the purchase of all or substantially all of our assets, a

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merger or other business combination, or if, under certain specified conditions, there is a change in the composition of a majority of our board of directors, the compensation committee may decide that all outstanding awards that are un-exercisable or otherwise unvested or subject to lapse restrictions will automatically be deemed exercisable or otherwise vested or no longer subject to lapse restrictions, as the case may be, as of immediately prior to such change in control. The compensation committee may also, in its sole discretion, decide to cancel such awards for fair value, provide for the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected awards previously granted, or provide that affected options will be exercisable for a period of at least 15 days prior to the change in control but not thereafter.

Amendment and Termination of Plan

        Our board of directors may at any time amend, alter or discontinue our 2010 equity incentive plan. Amendments or alterations to our 2010 equity incentive plan will require shareholder approval only to the extent such approval is required by NASDAQ rules or regulations. Any amendment, alteration or termination of our 2010 equity incentive plan must not adversely affect awards already granted without consent of the recipient of such awards, provided, however, that the compensation committee may amend the plan in such matter as it deems necessary to permit the granting of the awards meeting the requirements of any applicable laws or regulations. Unless terminated earlier, our 2010 equity incentive plan shall continue in effect for a term of five years from the date of effectiveness.

        Our board of directors and shareholders have authorized the issuance of up to 50 million ordinary shares upon exercise of awards granted under our 2010 equity incentive plan.

        Under an employment agreement we entered into with Mr. Boxun Zhang, our chief financial officer, in October 2010, we granted Mr. Zhang upon completion of our initial public offering an option to purchase such number of our ordinary shares equal to $2,000,000 divided by the initial public offering price per ADS divided by the number of ADSs representing each ordinary share. The option award to Mr. Zhang has an exercise price equal to 30% of the price per ADS set forth on the cover page of the prospectus in our initial public offering divided by the number of ordinary shares underlying each ADS. In addition, pursuant to our 2010 equity incentive plan, we granted Ms. Jing Liu, an independent director, upon completion of our initial public offering an option to purchase a number of ordinary shares equal to $60,000 divided by the initial public offering price per ADS divided by the number of ADSs representing each ordinary share. The option award to Ms. Liu has an exercise price equal to the initial public offering price per ADS divided by the number of ordinary shares underlying each ADS.

        The table below sets forth the option grants made as of the date of this annual report.

Name	Number of Ordinary Shares to be Issued Upon Exercise of Options	Exercise Price per Class Ordinary Share		Date of Grant	Date of Expiration
		(in US$)
Boxun Zhang	*		1.275	November 8, 2010	November 8, 2015
Jing Liu	*		4.25	November 8, 2010	November 8, 2015

*

Upon exercise of all options granted, would be beneficially own less than 1% of our outstanding ordinary shares.

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C. BOARD PRACTICES

Board Committees

Audit Committee

        Our audit committee consists of Ms. Jing Liu, Mr. Heqing Yao and Ms. Xiaoxuan Bi. Ms. Liu is the chairperson of our audit committee and an independent director with accounting and financial management expertise as required by the NASDAQ corporate governance rules. Our board of directors has determined that Ms. Liu and Mr. Yao are each an "independent director" within the meaning of NASDAQ Stock Market Rule 5605 and meets the criteria for independence set forth in Rule 10A-3 of the U.S. Securities Exchange Act of 1934, or the Exchange Act. As our audit committee as composed as of the date of this annual report includes one non-independent director, we are relying on the exemptions provided by Rule 10A-3(b)(1)(iv)(A) promulgated under the Exchange Act, which allows all but one member of the audit committee to be exempt from the audit committee independence requirements for 90 days after the effective date of our registration statement in connection with our initial public offering and a minority of the members of the audit committee to be exempt from the audit committee independence requirements for one year after such effective date. We expect that within one year of such effective date, each member of our audit committee will be an "independent director" within the definition set forth in Rule 5605 and Rule 10A-3 promulgated under the Exchange Act and that we will comply with the requirements of Rule 5605.

        The audit committee oversees our accounting and financial reporting processes and the audits of our financial statements. Our audit committee is responsible for, among other things:

•

selecting the independent auditor;

•

pre-approving auditing and non-auditing services permitted to be performed by the independent auditor;

•

annually reviewing the independent auditor's report describing the auditing firm's internal quality control procedures, any material issues raised by the most recent internal quality control review, or peer review, of the independent auditors and all relationships between the independent auditor and our company;

•

setting clear hiring policies for employees and former employees of the independent auditors;

•

reviewing with the independent auditor any audit problems or difficulties and management's response;

•

reviewing and approving all related party transactions on an ongoing basis;

•

reviewing and discussing the annual audited financial statements with management and the independent auditor;

•

reviewing and discussing with management and the independent auditors major issues regarding accounting principles and financial statement presentations;

•

reviewing reports prepared by management or the independent auditors relating to significant financial reporting issues and judgments;

•

discussing earnings press releases with management, as well as financial information and earnings guidance provided to analysts and rating agencies;

•

reviewing with management and the independent auditors the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on our financial statements;

•

discussing policies with respect to risk assessment and risk management with management, internal auditors and the independent auditor;

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•

timely reviewing reports from the independent auditor regarding all critical accounting policies and practices to be used by our company, all alternative treatments of financial information within U.S. GAAP that have been discussed with management and all other material written communications between the independent auditor and management;

•

establishing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

•

annually reviewing and reassessing the adequacy of our audit committee charter;

•

attending to such other matters that are specifically delegated to our audit committee by our board of directors from time to time;

•

meeting separately, periodically, with management, internal auditors and the independent auditor; and

•

reporting regularly to the full board of directors.

Compensation Committee

        Our compensation committee consists of Mr. Qingzeng Liu, Ms. Jing Liu and Mr. Heqing Yao. Mr. Qingzeng Liu is the chairman of our compensation committee. Our board of directors has determined that each of Ms. Jing Liu and Mr. Heqing Yao is an "independent director" within the meaning of NASDAQ Stock Market Rule 5605. As one of the directors on our compensation committee is not independent, we are relying on the exemptions provided by NASDAQ Stock Market Rule 5615(b), which allows companies listing in connection with an initial public offering to phase in its compliance with the independent committee requirements set forth in NASDAQ Stock Market Rule 5605(d) and (e) as follows: one independent member at the time of listing, a majority of independent members within 90 days of listing and all independent members within one year of listing. We expect that within one year of listing, each member of our compensation committee will be an "independent director" within the meaning of NASDAQ Stock Market Rule 5605.

        Our compensation committee is responsible for, among other things:

•

reviewing and approving our overall compensation policies;

•

reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer, evaluating our chief executive officer's performance in light of those goals and objectives, reporting the results of such evaluation to the board of directors, and determining our chief executive officer's compensation level based on this evaluation;

•

determining the compensation level of our other executive officers;

•

making recommendations to the board of directors with respect to our incentive-compensation plan and equity-based compensation plans;

•

administering our equity-based compensation plans in accordance with the terms thereof; and

•

attending to such other matters that are specifically delegated to the compensation committee by our board of directors from time to time.

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Corporate Governance

        Our board of directors has adopted a code of ethics, which is applicable to our senior executive and financial officers. In addition, our board of directors has adopted a code of conduct, which is applicable to all of our directors, officers and employees. We will make our code of ethics and our code of conduct publicly available on our website.

        In addition, our board of directors has adopted a set of corporate governance guidelines. The guidelines reflect certain guiding principles with respect to our board's structure, procedures and committees. The guidelines are not intended to change or interpret any law, or our amended and restated memorandum and articles of association.

Remuneration and Borrowing

        The directors may determine remuneration to be paid to the directors. The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors. The directors may exercise all the powers of the company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, and to issue debentures or other securities whether outright or as security for any debt obligations of our company or of any third party.

Qualification

        There is no shareholding qualification for directors.

D. EMPLOYEES

        For information on our employees, see Item 4.B "Business Overview—Employees."

E. SHARE OWNERSHIP

        Please see Item 7.A.

Item 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR SHAREHOLDERS

        The following table sets forth information as of the date of this annual report with respect to the beneficial ownership of our ordinary shares, assuming there are no adjustments to the warrant holders' entitlement to the number of such shares based on the warrant holders' profit guarantee rights as set forth in the warrant instruments, by:

•

each person known to us to own beneficially more than 5.0% of our ordinary shares; and

•

each of our directors and executive officers.

        Each warrant holder fully exercised all of its rights to purchase ordinary shares in our company held by Premium Sino Finance on November 3, 2010.

        Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them. Percentage of beneficial ownership for each of the persons listed below is determined by dividing (i) the number of ordinary shares beneficially owned by such person, including ordinary shares such person has the right to acquire within 60 days after the date of this annual report, by (ii) the total number of ordinary shares outstanding plus the number of ordinary shares such person has the right to acquire within 60 days after the date of this

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annual report. The total number of ordinary shares outstanding as of the date of this annual report is 131,578,948.

	Ordinary Shares Beneficially Owned
Name	Number		%
Directors and Executive Officers:
Qingzeng Liu(1)		67,461,540		51.27	%
Guoqiang Xin		—		—
Boxun Zhang		—		—
Xiaoxuan Bi		—		—
Heqing Yao		—		—
Jing Liu		—		—
Xiaomin Yu		—		—
Zhenji Dong		—		—
Yanhui Guo		—		—
Kejiang Liu		—		—
All directors and Executive Officers as a Group		67,461,540		51.27	%
Principal Shareholders:
Premium Sino Finance Limited(2)		67,461,540		51.27	%
Wise Worldwide Limited(3)		2,909,664		2.21	%
Prosperia International Limited(4)		2,586,368		1.97	%
King Da Investment Fund Limited(5)		969,888		0.74	%
CCB International Asset Management Limited(6)		5,683,746		4.32	%
Sequoia Capital China Funds(7)		5,169,240		3.93	%
Deutsche Bank AG, Hong Kong Branch(8)		3,359,652		2.55	%
Ample Fame Limited(9)		1,629,240		1.24	%
Good Merit International Limited(10)		844,391		0.64	%
Action Century Limited(11)		970,989		0.74	%
Target Millions Limited(12)		520,546		0.40	%

(1)

Represents 67,461,540 of our ordinary shares owned by Premium Sino Finance, our controlling shareholder, which is 100% wholly owned and controlled by Mr. Liu, chairman of our board of directors.

(2)

Represents 67,461,540 ordinary shares held by Premium Sino Finance Limited, a British Virgin Islands company wholly owned and controlled by Mr. Liu. The address of Premium Sino Finance Limited is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

(3)

Represents 2,909,664 ordinary shares held by Wise Worldwide Limited, a British Virgin Islands company wholly owned and controlled by Hequn Du. The address of Wise Worldwide Limited is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

(4)

Represents 2,586,368 ordinary shares held by Prosperia International Limited, a British Virgin Islands company wholly owned and controlled by Xiao Wen Cui. The address of Prosperia International Limited is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.

(5)

Represents 969,888 ordinary shares held by King Da Investment Fund Limited, a Cayman Islands exempt company wholly owned and controlled by Lai Ming Li. The address of

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King Da Investment Fund Limited is Scotia Centre, 4^th Floor, P.O. Box 2804, George Town, Grand Cayman, Cayman Islands.

(6)

Represents 5,683,746 ordinary shares held by CCB International Asset Management Limited. CCB International Asset Management Limited is a Hong Kong company wholly owned by CCB International (Holdings) Limited, which in turn is wholly owned by China Construction Bank Corporation, a company listed on the Stock Exchange of Hong Kong (SEHK:0939) and the Shanghai Stock Exchange (Stock Code:601939). The address of CCB International Asset Management Limited is 34/F, Two Pacific Place, 88 Queensway, Admiralty, Hong Kong.

(7)

Represents 5,169,240 ordinary shares held by the Sequoia Capital China Funds. Sequoia Capital China Growth Fund I, L.P., a limited partnership incorporated in the Cayman Islands, is the holder of 4,508,610 ordinary shares. Sequoia Capital China Growth Partners Fund I, L.P., a limited partnership incorporated in the Cayman Islands, is the holder of 107,520 ordinary shares. Sequoia Capital China GF Principals Fund I, L.P., a limited partnership incorporated in the Cayman Islands, is the holder of 553,110 ordinary shares. The general partner of Sequoia Capital China Funds is Sequoia Capital China Growth Fund Management I, L.P., a limited partnership incorporated in the Cayman Islands and its general partner is SC China Holding Limited, a company incorporated in the Cayman Islands which in turn is ultimately controlled by its managing member, Neil Nanpeng Shen. The address of these Sequoia Capital China Funds is Suite 2215, 22/F, Two Pacific Place, 88 Queensway, Hong Kong, PRC.

(8)

Represents 3,359,652 ordinary shares held by Deutsche Bank AG, Hong Kong Branch, a branch office of Deutsche Bank AG, which is a bank incorporated in Germany. The address of Deutsche Bank AG, Hong Kong Branch is 48/F, Cheung Kong Center, 2 Queen's Road Central, Hong Kong. The objects of Deutsche Bank AG, Hong Kong Branch, as laid down in its Articles of Association, include the transaction of all kinds of businesses, the provision of banking, financial, underwriting and other business and services and the promotion of international economic relations, which objectives may be realized through Deutsche Bank AG, Hong Kong itself or through subsidiaries and affiliate companies.

(9)

Represents 1,629,240 ordinary shares held by Ample Fame Limited, a British Virgin Islands company wholly owned by Zhan Deru. The address of Ample Fame Limited is Nan Shan Qu, Nan Guang Lu, Hong Rui Hua Yuan 16 Dong 3 Lou, Shenzhen Shi, PRC.

(10)

Represents 844,391 ordinary shares held by Good Merit International Limited, a British Virgin Islands corporation. Good Merit is controlled by Mr. Chan Yuen Ming. The address of Good Merit International Limited is Room 1211, 12/F, New World Tower 1, No. 18 Queen's Road Central, Hong Kong.

(11)

Represents 970,989 ordinary shares held by Action Century Limited, a British Virgin Islands company wholly owned by David Ka Hock Toh. The address of Action Century Limited is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

(12)

Represents 520,546 ordinary shares held by Target Millions Limited, a British Virgin Islands company wholly owned by Hon Mo Hung. The address of Target Millions Limited is 263 Main Street, P.O. Box 2196, Road Town, Tortola, British Virgin Islands.

        As of the date of this annual report, none of the record holders of our voting securities are resident in the United States.

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        None of our existing shareholders has voting rights that differ from the voting rights of other shareholders. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

B. RELATED PARTY TRANSACTIONS

Transactions with Certain Shareholders

        On January 1, 2008, TNH leased office space at Dagang, Tianjin, the PRC, from Mr. Fengkai Liu, who at the time was the principal shareholder of TNH. On October 12, 2007, Mr. Fengkai Liu, together with the remaining shareholders of TNH, sold 100% of the equity interests in TNH to International Petroleum, after which Mr. Fengkai Liu ceased to be a direct or indirect shareholder of TNH. As at September 30, 2008, 2009 and 2010, the Company had amounts of $177,998, $82,367 and $84,066 due to Mr. Fengkai Liu, respectively, in relation to rent payable. Such amounts are repayable on demand and non-interest bearing.

        On February 8, 2006, we entered into a Technical Service Transfer Agreement with Dagang Shengkang, an entity controlled by Mr. Qingzeng Liu, who became a principal shareholder of the Company on May 6, 2009 as a result of the acquisition of 90% of the equity interest in Superport by Premium Sino Finance, an entity wholly owned by Mr. Qingzeng Liu. On September 30, 2009, we and Dagang Shengkang entered a rescission agreement that rescinded the Technical Service Transfer Agreement effective September 30, 2009. During the period from May 6, 2009 to September 30, 2009, the Company's sales to Dagang Shengkang amounted to approximately $5,457,000.

        On October 12, 2007, International Petroleum acquired all the equity interest in TNH for a consideration of RMB281.6 million ($37.5 million). Mr. Ernest Cheung, the sole indirect shareholder of International Petroleum, advanced RMB246.5 million ($32.8 million) of the total purchase consideration to International Petroleum to finance the acquisition price of TNH. Upon the transfer of the ownership of Superport by Mr. Ernest Cheung on May 6, 2009, this amount due was transferred to the new shareholder of Superport, Premium Sino Finance, accordingly. During the fiscal year ended September 30, 2010, International Petroleum paid an additional RMB21.6 million ($3.3 million) in order to facilitate the approval of the Tianjin branch of SAFE with respect to the conversion of the purchase price into Renminbi and the ultimate controlling shareholder of International Petroleum, Mr. Qingzeng Liu, agreed with the sellers that the remaining consideration of RMB246.5 million ($32.8 million) would be reduced by the amount of this additional payment made by International Petroleum. The amount due at September 30, 2009 and September 30, 2010 amounted to $5,088,580 and $8,122,513, respectively. The amount due is unsecured, interest-free and repayable on demand.

        Mr. Liu extended various interest-free loans to International Petroleum to fund its business in the fiscal year ended September 30, 2009 and in the fiscal year ended September 30, 2010. The largest amount outstanding during these periods was HK$242,613,734 ($31,263,206). International Petroleum and Mr. Liu restructured those borrowings in May 2010 and as of September 30, 2010, the outstanding amount owing to Mr. Liu by International Petroleum was HK$62,789,465 ($8,091,050).

Registration Rights

        Under the terms of the warrant instruments for the warrants granted by Premium Sino Finance to the warrants holders, from the date that is 12 months after our initial public offering, the holders of transaction registrable securities may make a written demand to require us to effect the registration for the sale of all or part of the transaction registrable securities.

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        "Transaction registrable securities" means the ordinary shares to be transferred by Premium Sino Finance upon the exercise of the purchase rights attaching to the warrants owned or held by investors prior to our initial public offering, or the ordinary shares acquired pursuant to the exercise of warrants owned or held by investors prior to our initial public offering, provided such shares are eligible for registration under the Securities Act. Transaction registrable securities include any warrants, shares of capital stock or other securities of ours issued as a dividend or other distribution with respect to or in exchange for or in replacement of such shares of capital stock. Transaction registrable securities cease to be transaction registrable securities when:

•

a registration statement with respect to the sale of such securities has become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such registration statement;

•

such securities have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer have been delivered by us and subsequent public distribution of them shall not require registration under the Securities Act; or

•

such securities cease to be outstanding.

        Holders of transaction registrable securities also have "piggyback" registration rights, and may request us to register all or any part of the transaction registrable securities then held by such holders when we register any of our ordinary shares following the expiration of these holders' lock-up agreements.

        If any demand registration or piggyback registration involves an underwritten offering, the managing underwriter of any such offering has certain rights to limit the number of shares included in such registration.

        We are entitled to postpone, for up to 60 days, the filing of any registration statement if:

•

at any time prior to the filing of the registration statement our board of directors determines, in its good faith business judgment, that such registration and offering would materially and adversely affect any financing, acquisition, corporate reorganization or other material transaction involving us; and

•

we deliver to the holder of the transaction registrable securities written notice within 5 business days of the date we receive the registration request.

        We are generally required to bear all of the registration expenses incurred in connection with the demand registrations and piggyback registrations.

Item 8.    FINANCIAL INFORMATION

A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

Consolidated Financial Statements

        Please see Item 18, "Financial Statements" for our audited consolidated financial statements filed as a part of this annual report.

Legal Proceedings

        We may be subject to legal proceedings, investigations and claims relating to the conduct of our business from time to time. We may also initiate legal proceedings in order to protect our contractual and property rights. We are not currently a party to, nor are we aware of, any legal proceeding, investigation or claim which, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition or results of operations.

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Dividend Policy

        We have no present plan to pay any dividends on our ordinary shares in the foreseeable future. We intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

        Any future determination to pay dividends will be made at the discretion of our board of directors and may be based on a number of factors, including our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. If we pay any dividends, we will pay our ADS holders to the same extent as holders of our ordinary shares, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. See Item 12, "Description of Securities Other Than Equity Securities." Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.

        As of the date of this annual report, regulations in the PRC permit our PRC subsidiary to pay dividends to us only out of its accumulated distributable profits, if any, determined in accordance with their articles of association and PRC accounting standards and regulations. The ability of this subsidiary to make dividends and other payments to us may be restricted by factors that include changes in applicable foreign exchange laws and other laws and regulations. See Item 3.D, "Risk Factors—Risks Relating to the PRC—Restrictions under PRC law on our PRC subsidiary's ability to make dividends and other distributions could materially and adversely affect our ability to grow, make investments or acquisitions that could benefit our business, pay dividends to you, and otherwise fund and conduct our businesses."

B. SIGNIFICANT CHANGES

        Since the date of the audited financial statements included as a part of this annual report, the following significant changes have occurred:

•

On November 3, 2010, we completed our initial public offering of ADSs, raising $124.8 million in gross proceeds.

•

On November 1, 2010, we added two new LHD units at the Dagang oilfield.

Item 9.    THE OFFER AND LISTING

A. OFFER AND LISTING DETAILS

Price Range of American Depositary Shares

        Our ADSs are listed on the NASDAQ Global Select Market under the symbol "CTE." Trading in our ADSs commenced on November 3, 2010.

        The following table provides the high and low reported closing prices for our ADSs on the NASDAQ Global Select Market for each of the most recent six months. On March 30, 2011, the last reported closing price for our ADSs was $7.92 per ADS.

	Market Price (US$)
Period	High		Low
November 2010 (from November 3)	$	6.86	$	4.67
December 2010	$	7.20	$	5.00
January 2011	$	8.33	$	7.25
February 2011	$	8.62	$	7.68
March 2011 (through March 30, 2011)	$	8.75	$	7.30

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B. PLAN OF DISTRIBUTION

        Not applicable

C. MARKETS

        Our ADSs, each representing two of our ordinary shares, have been listed on The NASDAQ Global Select Market since November 3, 2010 under the symbol "CTE."

D. SELLING SHAREHOLDER

        Not applicable

E. DILUTION

        Not applicable

F. EXPENSES OF THE ISSUE

        Not applicable

Item 10.    ADDITIONAL INFORMATION

A. SHARE CAPITAL

        Not applicable

B. MEMORANDUM AND ARTICLES OF ASSOCIATION

        We incorporate by reference into this annual report the description of our amended and restated memorandum and articles of association contained in our registration statement on Form F-1 (File No. 333-169890) filed with the Securities and Exchange Commission on November 3, 2010.

C. MATERIAL CONTRACTS

        We have not entered into any material contracts other than in the ordinary course of business or other than those described in Item 4 "Information on the Company" and elsewhere in this annual report.

D. EXCHANGE CONTROLS

        Our revenues and a substantial portion of our costs and expenses are denominated in Renminbi, which is currently not a freely convertible currency, with the remainder of our costs and expenses in U.S. dollars. In order for us to effectively utilize our revenues and the funds raised in our initial public offering, we need to conduct currency exchanges between Renminbi and other currencies. Under PRC regulations as of the date hereof, Renminbi is convertible for "current account transactions," which include, among other things, dividend payments and payments for the import of goods and services. Our PRC subsidiary may also retain foreign exchange in their respective current account bank accounts for use in payment of international current account transactions. Although the Renminbi has been fully convertible for current account transactions since 1996, we cannot assure you that the relevant PRC government authorities will not limit or eliminate our ability to purchase and retain foreign currencies for current account transactions in the future.

        Conversion of Renminbi into foreign currencies, and of foreign currencies into Renminbi, for payments relating to "capital account transactions," which principally include investments and loans, generally requires the approval of SAFE and other relevant PRC governmental authorities. Restrictions

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on the convertibility of the Renminbi for capital account transactions could affect the ability of our PRC subsidiary to make investments overseas or to obtain foreign exchange through debt or equity financing, including by means of loans or capital contributions from us.

        If we finance our PRC subsidiary through additional capital contributions, the amount of these capital contributions must be approved by MOFCOM in the PRC or its local counterpart. On August 29, 2008, SAFE promulgated Circular 142, a notice regulating the conversion by a foreign-invested company of foreign currency into Renminbi by restricting how the converted Renminbi may be used. The notice requires that Renminbi converted from the foreign currency-denominated capital of a foreign-invested company may only be used for purposes within the business scope approved by the applicable governmental authority and may not be used for equity investments within the PRC unless specifically provided for otherwise in its business scope. In addition, SAFE strengthened its oversight of the flow and use of Renminbi funds converted from the foreign currency denominated capital of a foreign-invested company. The use of such Renminbi may not be changed without approval from SAFE, and may not be used to repay Renminbi loans if the proceeds of such loans have not yet been used for purposes within the company's approved business scope. Violations of Circular 142 may result in severe penalties, including substantial fines as set forth in the Foreign Exchange Administration Regulations.

        We cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans by us to our PRC subsidiary or with respect to future capital contributions by us to our PRC subsidiary. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds we received from our initial public offering and to capitalize or otherwise fund our PRC operations may be negatively affected, which could adversely and materially affect our liquidity and our ability to fund and expand our business.

        For more information about foreign exchange control and other foreign exchange regulations in the PRC, see Item 3.D "Risk Factors—PRC government restrictions on the convertibility of Renminbi may limit our ability to effectively utilize our revenues and funds and the ability of our PRC subsidiary to obtain financing" and Item 4.B "Business Overview—Government Regulations."

E. TAXATION

The following is a general summary of the material Cayman Islands, People's Republic of China and U.S. federal income tax consequences relevant to an investment in our ADSs and ordinary shares. The discussion is not intended to be, nor should it be construed as, legal or tax advice to any particular prospective purchaser. The discussion is based on laws and relevant interpretations thereof in effect as of the date hereof, all of which are subject to change or different interpretations, possibly with retroactive effect. The discussion does not address United States state or local tax laws, or tax laws of jurisdictions other than the Cayman Islands, the PRC and the United States.

Cayman Islands Taxation

        The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty or withholding tax applicable to us or to any holder of our ADSs and ordinary shares. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies except those which hold interests in land in the Cayman Islands. The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to

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or by the Company. There are no exchange control regulations or currency restrictions in the Cayman Islands.

        Pursuant to Section 6 of the Tax Concessions Law (1999 Revision) of the Cayman Islands, we have obtained an undertaking from the Governor-in-Council:

        (1)   that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits or income or gains or appreciation shall apply to us or our operations; and

        (2)   that the aforesaid tax or any tax in the nature of estate duty or inheritance tax shall not be payable on our shares, debentures or other obligations.

        The undertaking for us is for a period of twenty years from June 22, 2010.

PRC Taxation

Income Tax

        We are a holding company incorporated in the Cayman Islands, which indirectly holds, through Superport and International Petroleum, our equity interest in TNH, our subsidiary in the PRC. The New EIT Law and its implementation rules, both of which became effective as of January 1, 2008, provide that a PRC enterprise is subject to a standard income tax rate of 25% and PRC-sourced income of foreign enterprises, such as dividends paid by a PRC subsidiary to its overseas parent, will normally be subject to PRC withholding tax at a rate of 10%, unless there are applicable treaties between the overseas parent's jurisdiction of incorporation and PRC to reduce such rate.

        Under the Arrangement between the Mainland and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income, or the Double Taxation Arrangement (Hong Kong), effective as of January 1, 2007, such dividend withholding tax rate is reduced to 5% if a Hong Kong resident enterprise owns over 25% of the PRC company distributing the dividends. As International Petroleum is a Hong Kong company and owns 100% of TNH, under the aforesaid arrangement, any dividends that TNH pays International Petroleum may be subject to a withholding tax at the rate of 5% if International Petroleum is not considered to be a PRC "resident enterprise" as described below. However, if International Petroleum is not considered to be the "beneficial owner" of such dividends under the Notice Regarding Interpretation and Recognition of Beneficial Owners under Tax Treaties, or Notice 601, promulgated by the State Administration of Taxation on October 27, 2009, and not a PRC "resident enterprise", such dividends would be subject to the withholding tax rate of 10%. The withholding tax rate of 5% or 10% applicable to International Petroleum will have significant impact on the amount of dividends to be received by the Company and ultimately by shareholders.

        Under the New EIT Law, enterprises established under the laws of jurisdictions outside the PRC with their "de facto management bodies" located within the PRC may be considered to be PRC tax resident enterprises for tax purposes. Circular No. 82 sets forth certain detailed criteria under which an offshore company may be considered a PRC resident enterprise. This circular only applies to enterprises established outside of the PRC that are controlled by PRC enterprises or groups of PRC enterprises. PRC regulations have not been developed to clarify how to determine the location of "de facto management bodies" for overseas incorporated enterprises that are controlled by individual PRC residents, as is the case with the Company. We believe, however, that even if this recent circular were applied to International Petroleum or us, International Petroleum or we would not satisfy all the criteria set forth under the circular for an offshore company to be considered a PRC resident enterprise. For example, the key properties, accounting books, company seal, and minutes of board meetings and shareholders' meetings of International Petroleum and us are located outside of the PRC, the board meetings of International Petroleum and us were held and will continue to be held outside of the PRC. On the basis of the above, we expect that neither International Petroleum nor we shall be

95

considered a resident enterprise for PRC tax purpose. Notwithstanding the foregoing, in the event that International Petroleum or we are considered a PRC tax resident enterprise under the above definition, then International Petroleum or we will be subject to enterprise income tax at the rate of 25% on International Petroleum's or our worldwide income. However, under the EIT Law, the dividends paid by one resident enterprise to another resident enterprise are exempted from income tax. If we are considered a resident enterprise and earn income other than dividends from our PRC subsidiary, a 25% enterprise income tax on our worldwide income could significantly increase our tax burden and materially and adversely affect our cash flow, profitability and distributions to our shareholders.

        On December 10, 2009, SAT issued a Circular to Strengthen the Income Tax Administration on Income Derived from Transfer of Equity Interests in Enterprises by Non-PRC Residents, or Circular No. 698. Circular No. 698 provides, among other things, that (1) a non-PRC resident shall file with the competent PRC tax authority and pay its PRC income tax within 7 days from the transfer of the equity it holds in a PRC enterprise if such income tax has not been withheld and paid on behalf of such non-PRC resident; and (2) if an offshore de facto controlling person transfers its indirect equity in a PRC enterprise through the transfer of its equity in an offshore intermediary holding company, and the tax rate on such income in the jurisdiction where the intermediary holding company is located is below 12.5% or such income is exempted from income tax, then the offshore de facto controlling person shall submit the equity or share transfer agreement and other relevant materials to the competent PRC tax authority for examination and determination of its tax liabilities. If the competent PRC tax authority determines that the purpose for transferring the equity in the offshore intermediary holding company by the offshore de facto controlling person is to transfer the equity in a PRC enterprise and is a tax evasion arrangement without fair commercial purpose, the PRC tax authority may, subject to the final examination by SAT, determine the nature of such transaction and adjust the tax liabilities according to the economic substance of such transaction. Thus, in the case of transfer of equity interests in our offshore subsidiaries, we or our subsidiary may be obliged to inform the relevant PRC tax authority of such transaction and pay PRC income tax, which may adversely affect the profitability of the Company and dividends to be distributed to our shareholders.

Business Tax

        Enterprises in the PRC are generally subject to business tax at rates ranging from 3% to 5% on revenue generated from providing services and revenue generated from the transfer of intangibles such as copyrights. Related surcharges for city maintenance and construction and education add-on are further imposed with business tax at the rate of 10% of business tax paid by the taxpayer which is a domestic funded enterprise. TNH paid business tax and related surcharges at the aggregate rate of 5.5% on revenue generated from its provision of services to the oilfields before it was acquired by International Petroleum and converted into a foreign invested enterprise. Related surcharges for city maintenance and construction and education add-on do not apply to foreign invested enterprise and thus upon conversion into a foreign invested enterprise, TNH shall no longer pay such surcharges and shall only be subject to business tax at the rate of 5%. TNH is still in the process of alteration of its registration with local competent tax authority for exemption of such surcharges.

United States Federal Income Tax Considerations

        The following summary describes the material United States federal income tax consequences of the ownership of our ordinary shares and ADSs as of the date hereof. Except where noted, this summary deals only with ordinary shares and ADSs held as capital assets. As used herein, the term "United States Holder" means a beneficial owner of a common share or ADS that is for United States federal income tax purposes:

•

an individual citizen or resident of the United States;

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•

a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•

an estate the income of which is subject to United States federal income taxation regardless of its source; or

•

a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

        This summary does not represent a detailed description of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:

•

a dealer in securities or currencies;

•

a financial institution;

•

a regulated investment company;

•

a real estate investment trust;

•

an insurance company;

•

a tax-exempt organization;

•

a person holding our ordinary shares or ADSs as part of a hedging, integrated or conversion transaction, a constructive sale or straddle;

•

a trader in securities that has elected the mark-to-market method of accounting for your securities;

•

a person liable for alternative minimum tax;

•

a person who owns or is deemed to own 10% or more of our voting stock;

•

a partnership or other pass-through entity for United States federal income tax purposes; or

•

a person whose "functional currency" is not the United States dollar.

        The discussion below is based upon the provision of the Internal Revenue Code of 1986, as amended (the "Code"), and regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be replaced, revoked or modified so as to result in United States federal income tax consequences different from those discussed below. In addition, this summary is based, in part, upon representations made by the depositary to us and assumes that the deposit agreement, and all other related agreements, will be performed in accordance with their terms.

        If a partnership holds our ordinary shares or ADSs, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our ordinary shares or ADSs, you should consult your tax advisors.

This summary does not contain a detailed description of all the United States federal income tax consequences to you in light of your particular circumstances and does not address the consequences of owning our ordinary shares or ADSs under any state, local or non-United States tax laws. If you are considering the purchase, ownership or disposition of our ordinary shares or ADSs, you should consult your own tax advisors concerning the United States federal income tax consequences to you in light of your particular situation as well as any consequences arising under the laws of any other taxing jurisdiction.

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ADSs

        If you hold ADSs, for United States federal income tax purposes, you generally will be treated as the owner of the underlying ordinary shares that are represented by such ADSs. Accordingly, deposits or withdrawals of ordinary shares for ADSs will not be subject to United States federal income tax.

Taxation of Dividends

        Subject to the discussion under "—Passive Foreign Investment Company" below, the gross amount of distributions on the ADSs or ordinary shares (including any amounts withheld to reflect PRC withholding taxes) will be taxable as dividends, to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. Such income (including withheld taxes) will be includable in your gross income as ordinary income on the day actually or constructively received by you, in the case of the ordinary shares, or by the depositary, in the case of ADSs. Such dividends will not be eligible for the dividends received deduction allowed to corporations under the Code.

        With respect to non-corporate United States Holders, dividends received in taxable years beginning before January 1, 2013 from a qualified foreign corporation may be subject to taxation at long-term capital gains rates (generally, a maximum rate of 15%) rather than the higher rates that apply to other types of ordinary income. A foreign corporation is treated as a qualified foreign corporation with respect to dividends received from that corporation on ordinary shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the United States. United States Treasury Department guidance indicates that our ADSs (which are listed on the Nasdaq Global Select Market), but not our ordinary shares, are readily tradable on an established securities market in the United States. Thus, we do not believe that dividends that we pay on our ordinary shares that are not backed by ADSs currently meet the conditions required for these reduced tax rates. Furthermore, there can be no assurance that our ADSs will be considered readily tradable on an established securities market in later years. A qualified foreign corporation also includes a foreign corporation that is eligible for the benefits of certain income tax treaties with the United States. In the event that we are deemed to be a PRC resident enterprise under the PRC tax law, we generally will be eligible for the benefits of the income tax treaty between the United States and the PRC, and if we are eligible for such benefits, dividends we pay on our ordinary shares, regardless of whether such shares are represented by ADSs, would be eligible for the reduced rates of taxation whether or not such shares are readily tradable on an established securities market in the United States. See "Taxation—PRC Taxation". Non-corporate United States Holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as "investment income" pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. You should consult your own tax advisors regarding the application of these rules given your particular circumstances.

        Non-corporate United States Holders will not be eligible for reduced rates of taxation on any dividends received from us in taxable years beginning prior to January 1, 2013, if we are a PFIC in the taxable year in which such dividends are paid or in the preceding taxable year.

        In the event that we are deemed to be a PRC resident enterprise under the PRC tax law, you may be subject to PRC withholding taxes on dividends paid to you with respect to the ADSs or ordinary shares. See "Taxation—PRC Taxation." In that case, PRC withholding taxes on dividends may be treated as foreign taxes eligible for credit against your United States federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on the ADSs or ordinary shares will be treated as foreign-source income and will generally constitute passive category income. However, if you

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have held the ADSs or ordinary shares for less than a specified minimum period (generally, by holding such ADSs or ordinary shares for 15 days or less during a 31-day period beginning 15 days before the ex-dividend date) during which you are not protected from risk of loss, or are obligated to make payments related to the dividends, you generally will not be allowed a foreign tax credit for any PRC withholding taxes imposed on dividends paid on the ADSs or ordinary shares. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisor regarding the availability of the foreign tax credit under your particular circumstances.

        To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, as determined under United States federal income tax principles, the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of the ADSs or ordinary shares (thereby increasing the amount of gain, or decreasing the amount of loss, to be recognized by you on a subsequent disposition of the ADSs or ordinary shares), and the balance in excess of adjusted basis will be taxed as capital gain recognized on a sale or exchange. Consequently, such distributions in excess of our current and accumulated earnings and profits would generally not give rise to foreign source income and you would generally not be able to use the foreign tax credit arising from any PRC withholding tax imposed on such distributions unless such credit can be applied (subject to applicable limitations) against United States federal income tax due on other foreign source income in the appropriate category for foreign tax credit purposes. However, we do not expect to keep earnings and profits in accordance with United States federal income tax principles. Therefore, you should expect that the gross amount of a distribution (including any amounts withheld to reflect PRC withholding taxes) will generally be treated as a dividend (as discussed above).

        Distributions of ADSs, ordinary shares or rights to subscribe for ordinary shares that are received as part of a pro rata distribution to all of our shareholders generally will not be subject to United States federal income tax.

Passive Foreign Investment Company

        Based on our financial statements, relevant market data and the projected composition of our income and valuation of our assets, including goodwill, we do not expect to be a PFIC for our taxable year ending September 30, 2011, and we do not expect to become one in the future, although there can be no assurance in this regard.

        In general, we will be a PFIC for any taxable year in which:

•

at least 75% of our gross income is passive income, or

•

at least 50% of the value (determined on a quarterly basis) of our assets is attributable to assets that produce or are held for the production of passive income.

        For this purpose, passive income generally includes dividends, interest, royalties and rents (other than royalties and rents derived in the active conduct of a trade or business and not derived from a related person). If we own at least 25% (by value) of the stock of another corporation, we will be treated, for purposes of the PFIC tests, as owning our proportionate share of the other corporation's assets and receiving our proportionate share of the other corporation's income.

        The determination of whether we are a PFIC is made annually. Accordingly, it is possible that we may become a PFIC in the current or any future taxable year due to changes in our asset or income composition. We do not intend to make annual determinations of whether we or any of our non-United States subsidiaries (as discussed below) is a PFIC or to notify shareholders of any such determinations. If we are a PFIC for any taxable year during which you hold our ADSs or ordinary shares, you will be subject to special tax rules discussed below.

        If we are a PFIC for any taxable year during which you hold our ADSs or ordinary shares, you will be subject to special tax rules with respect to any "excess distribution" received and any gain realized from a sale or other disposition, including a pledge, of ADSs or ordinary shares. Distributions received

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in a taxable year that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or your holding period for the ADSs or ordinary shares will be treated as excess distributions. Under these special tax rules:

•

the excess distribution or gain will be allocated ratably over your holding period for the ADSs or ordinary shares,

•

the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and

•

the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

        In addition, non-corporate United States Holders will not be eligible for reduced rates of taxation on any dividends received from us in taxable years beginning prior to January 1, 2013, if we are a PFIC in the taxable year in which such dividends are paid or in the preceding taxable year. You will be required to file Internal Revenue Service Form 8621 if you hold our ADSs or ordinary shares in any year in which we are classified as a PFIC. In addition, under recently enacted legislation, if you hold ADSs or ordinary shares in any year in which we are a PFIC, you generally are required to file an annual report containing such information as the U.S. Secretary of the Treasury may require.

        If we are a PFIC for any taxable year during which you hold our ADSs or ordinary shares and any of our non-United States subsidiaries is also a PFIC, a United States Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. You are urged to consult your tax advisors about the application of the PFIC rules to any of our subsidiaries.

        In certain circumstances, in lieu of being subject to the excess distribution rules discussed above, you may make an election to include gain on the stock of a PFIC as ordinary income under a mark-to-market method, provided that such stock is regularly traded on a qualified exchange. Under current law, the mark-to-market election may be available to holders of ADSs since the ADSs are listed on the Nasdaq Global Select Market, which constitutes a qualified exchange, although there can be no assurance that the ADSs will be "regularly traded" for purposes of the mark-to-market election. It should also be noted that only the ADSs and not the ordinary shares are listed on the Nasdaq Global Select Market. Consequently, if you are a holder of ordinary shares that are not represented by ADSs, you generally will not be eligible to make a mark-to-market election if we are or were to become a PFIC.

        If you make an effective mark-to-market election, you will include in each year that we are a PFIC as ordinary income the excess of the fair market value of your ADSs at the end of the year over your adjusted tax basis in the ADSs. You will be entitled to deduct as an ordinary loss in each such year the excess of your adjusted tax basis in the ADSs over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. If you make an effective mark-to-market election, any gain you recognize upon the sale or other disposition of your ADSs will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.

        Your adjusted tax basis in the ADSs will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules. If you make a mark-to-market election it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the ADSs are no longer regularly traded on a qualified exchange or the Internal Revenue Service consents to the revocation of the election. You are urged to consult your tax advisor about the availability of the mark-to-market election, and whether making the election would be advisable in your particular circumstances.

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        A U.S. investor in a PFIC generally can mitigate the consequences of the rules described above by electing to treat the PFIC as a "qualified electing fund" under Section 1295 of the Code. However, this option is not available to you because we do not intend to comply with the requirements necessary to permit you to make this election.

        You are urged to consult your tax advisors concerning the United States federal income tax consequences of holding ADSs or ordinary shares if we are considered a PFIC in any taxable year.

Taxation of Capital Gains

        For United States federal income tax purposes and subject to the discussion under "—Passive Foreign Investment Company" above, you will recognize taxable gain or loss on any sale or exchange of ADSs or ordinary shares in an amount equal to the difference between the amount realized for the ADSs or ordinary shares and your tax basis in the ADSs or ordinary shares. Such gain or loss will generally be capital gain or loss. Capital gains of individuals derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by you will generally be treated as United States source gain or loss. Consequently, you may not be able to use the foreign tax credit arising from any PRC tax imposed on the disposition of our ADSs or ordinary shares unless such credit can be applied (subject to applicable limitations) against tax due on other income treated as derived from foreign sources. You are urged to consult your tax advisor regarding the tax consequences if PRC tax is imposed on gain on a disposition of our ordinary shares or ADSs, including the availability of the foreign tax credit under your particular circumstances.

Information reporting and backup withholding

        In general, information reporting will apply to dividends in respect of our ADSs or ordinary shares and the proceeds from the sale, exchange or redemption of our ADSs or ordinary shares that are paid to you within the United States (and in certain cases, outside the United States), unless you are an exempt recipient. A backup withholding tax may apply to such payments if you fail to provide a taxpayer identification number or certification of other exempt status or fail to report in full dividend and interest income. If we are required to backup withhold on payments that we make to you, we will make the required withholdings and remit the withheld amounts to the Internal Revenue Service.

        Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is furnished to the Internal Revenue Service in a timely manner.

F. DIVIDENDS AND PAYING AGENTS

        Not applicable

G. STATEMENTS BY EXPERTS

        Not applicable

H. DOCUMENTS ON DISPLAY

        We have filed with the SEC a registration statement on Form F-1, a registration statement on Form F-6 and a registration statement on Form 8-A, including relevant exhibits and schedules under the Securities Act, covering the ordinary shares represented by the ADSs, as well as the ADSs. You should refer to our registration statements and their exhibits and schedules if you would like to find out more about us and about the ADSs and the ordinary shares represented by the ADSs. This annual report summarizes material provisions of contracts and other documents to which we refer you. Since the annual report may not contain all the information that you may find important, you should review a full text of these documents.

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        The SEC also maintains a website that contains reports, proxy statements and other information about issuers, such as us, who file electronically with the SEC. The address of that site is http://www.sec.gov. The information on that website is not a part of this annual report.

        We will furnish to The Bank of New York Mellon, as depositary of our ADSs, copies of our annual report. When the depositary receives these reports, it will upon our request promptly provide them to all holders of record of ADSs. We will also furnish the depositary with all notices of shareholders' meetings and other reports and communications in English that we make available to our shareholders. The depositary will make these notices, reports and communications available to holders of ADSs and will upon our request mail to all holders of record of ADSs the information contained in any notice of a shareholders' meeting it receives.

        We are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. The registration statements, reports and other information so filed can be inspected and copied at the public reference facilities maintained by the SEC at Room 1580, 100 F Street, N.E., Washington D.C. 20549. You can request copies of these documents upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1- 800-SEC-0330 for further information on the operation of the public reference rooms.

I. SUBSIDIARY INFORMATION

        Not applicable

Item 11.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Exchange Risk

        Our functional currency is the Renminbi. We use the U.S. dollar as our reporting currency for our financial statements. Our financial statements are translated to U.S. dollars using current rates of exchange for assets and liabilities. Our financial statements are translated to U.S. dollars using average rates for the fiscal year for sales and expenses. The cumulative foreign currency translation adjustment for the fiscal year, which is reported as other comprehensive income and included in accumulated other comprehensive loss under Shareholders' Equity on our consolidated balance sheets, includes gains or losses resulting from translation adjustments.

        Our sales, costs and expenses are currently denominated entirely in Renminbi. We do not believe that we currently have any significant direct foreign currency exchange rate risk and have not hedged exposures denominated in foreign currencies or any other derivative financial instruments. Although the Renminbi is no longer pegged to the U.S. dollar, movements in the Renminbi exchange rate remain tightly controlled by the People's Bank of China. However, the Renminbi may appreciate or depreciate significantly in value against the U.S. dollar and other currencies in the medium to long term, and the PRC authorities may allow the Renminbi to fluctuate more freely in the future. A decline in the value of Renminbi against the U.S. dollar could reduce the U.S. dollar amounts of our financial results, the value of your investment in our company and the dividends we may pay in the future, if any, all of which may have a material adverse effect on the prices of our ADSs.

Interest Rate Risk

        Our exposure to interest rate risk primarily related to the current interest rate of 4.5% per annum above LIBOR for our Deutsche Bank loan facility for a loan of up to $65.0 million, of which we have utilized $50.0 million, and our interest expenses incurred by interest income generated by excess cash invested in demand deposits. Such interest-earning instruments carry a degree of interest rate risk. We have not used any derivative financial instruments to manage our interest rate risk exposure. We have not been exposed nor do we anticipate being exposed to material risks due to changes in interest rates. We repaid the Deutsche Bank loan facility in full in November 2010. See Item 10.D "Additional Information—Exchange Controls."

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ITEM 12.    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

        According to our Deposit Agreement with the ADS depositary, The Bank of New York Mellon, holders of our ADSs may have to pay to The Bank of New York Mellon, either directly or indirectly, fees or charges up to the amounts set forth below:

Persons depositing or withdrawing shares or ADS holders must pay:	For:
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)	•       Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property
	•       Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
$.05 (or less) per ADS	•       Any cash distribution to ADS holders
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs	•       Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS holders
$.05 (or less) per ADSs per calendar year	•       Depositary services
Registration or transfer fees	•       Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
Expenses of the depositary	•       Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)
	•       converting foreign currency to U.S. dollars
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes	•       As necessary
Any charges incurred by the depositary or its agents for servicing the deposited securities	•       As necessary

        The Bank of New York Mellon, as depositary, has agreed to reimburse us for expenses we incur that are related to establishment and maintenance of the ADS program, including investor relations expenses and stock market application and listing fees. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is not related to the amount of fees the depositary collects from investors.

        The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

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PART II

Item 13.    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

        Not applicable

Item 14.    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

A.—D. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS

        Not applicable

E. USE OF PROCEEDS

        On November 8, 2010, we completed our initial public offering of 19,736,842 ADSs, representing 39,473,684 ordinary shares, of which we offered 15,789,474 ADSs, representing 31,578,948 ordinary shares, and the selling shareholders offered 3,947,368 ADSs, representing 7,894,736 ordinary shares, at $8.50 per ADS on the NASDAQ Global Select Market. The aggregate amount registered and sold was approximately $167.8 million, of which we received net proceeds of approximately $120.7 million, after approximately $9.4 million of underwriting discounts and commissions and approximately $4.2 million of offering expenses. The effective date of our registration statement on Form F-1 (File No. 333-169890) was November 3, 2010. UBS AG, Citigroup Global Markets Inc. and Lazard Capital Markets LLC acted as underwriters for the offering. As of the date of this annual report, we have used our net proceeds as follows:

•

approximately $51.0 million to repay the principal amount of our outstanding loan under our facility agreement with Deutsche Bank AG, Hong Kong branch in full, plus accrued, unpaid interest; and

•

approximately $16.0 million to purchase 10 additional LHD units.

Item 15.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

        As of the end of the period covered by this annual report, our principal executive officer and principal financial officer have performed an evaluation of the effectiveness of our disclosure controls and procedures within the meaning of Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based upon that evaluation, they have concluded that, as of the end of the period covered by this annual report, our disclosure controls and procedures were not effective, solely because of the material weaknesses in internal control over financial reporting described below and in "Item 5. Operating and Financial Review and Prospects—A. Operating Results—Internal Control Over Financial Reporting."

Management's Report on Internal Control over Financial Reporting

        Please refer to "Item 5. Operating and Financial Review and Prospects—A. Operating Results—Internal Control Over Financial Reporting."

        This annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of our company's registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control over Financial Reporting

        As reported in "Item 5. Operating and Financial Review and Prospects—A. Operating Results—Internal Control Over Financial Reporting," there were material weaknesses identified in our internal

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control over financial reporting. In order to remedy the material weaknesses, we are in the process of undertaking various initiatives to strengthen our internal control over financial reporting and improve our U.S. GAAP financial closing-related policies and procedures. These initiatives include hiring additional qualified professionals with relevant experience for our finance and accounting department, increasing the level of interaction among our management, audit committee and other external advisors, establishing formal financial review and monitoring functions and policies, providing additional training to our existing personnel, including areas of new and emerging accounting standards and enhancing our accounting and finance policy and procedure manuals to provide guidance to our finance and accounting department.

Item 16A.    AUDIT COMMITTEE FINANCIAL EXPERT

        Our board of directors has determined that Ms. Jing Liu qualifies as an Audit Committee Financial Expert as defined by the applicable rules of the SEC. Ms. Liu meets the "independence" definition under the NASDAQ Listing Rules.

Item 16B.    CODE OF ETHICS

        Our board of directors has adopted a code of business conduct and ethics, which is applicable to our directors, officers and employees. We have made our code of business conduct and ethics publicly available on our website at http://ir.sinotechenergy.com/.

Item 16C.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

        On January 12, 2011, our independent registered public accounting firm, JBPB & Co. (formerly Grant Thornton), resigned as our accountants due to its merger of business with BDO Limited. Upon the recommendation of the audit committee of our board of directors, and as ratified and approved by our board of directors, Ernst & Young Hua Ming was engaged as our independent registered public accounting firm as of February 28, 2011. The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by JBPB & Co. (formerly Grant Thornton) and Ernst & Young Hua Ming for the periods indicated. We did not pay any other fees to our principal external auditors during the periods indicated below.

	Fiscal Year Ended September 30,
	2009		2010
	(In thousands U.S. dollars)
Audit fees(1)		185		819
Audit-related fees(2)		—		15
Tax fees		—		—
All other fees		—		—

(1)

"Audit fees" means the aggregate fees for professional services rendered by our principal external auditors for the audit of our financial statements filed with our annual report or offering documents.

(2)

"Audit related fees" represents the aggregate fees billed for professional services rendered by our principal external auditors for the assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit fees."

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Item 16D.    EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

        As of the date of this annual report, our audit committee consists of Ms. Jing Liu, Mr. Heqing Yao and Ms. Xiaoxuan Bi. Ms. Liu is the chairperson of our audit committee. Our board of directors has determined that Ms. Liu and Mr. Yao are each an "independent director" within the meaning of NASDAQ Stock Market Rule 5605 and meets the criteria for independence set forth in Rule 10A-3 of the U.S. Securities Exchange Act of 1934, or the Exchange Act. As our audit committee includes one non-independent director, we are relying on the exemptions provided by Rule 10A-3(b)(1)(iv)(A) promulgated under the Exchange Act, which allows all but one member of the audit committee to be exempt from the audit committee independence requirements for 90 days after the effective date of the registration statement filed in connection with our initial public offering and a minority of the members of the audit committee to be exempt from the audit committee independence requirements for one year after such effective date.

Item 16E.    PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

        Not applicable

Item 16F.    CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

        On January 12, 2011, our independent registered public accounting firm, JBPB & Co. (formerly known as Grant Thornton, or GT Hong Kong), resigned as our accountants due to its merger of business with BDO Limited. Upon the recommendation of the audit committee of our board of directors, and as ratified and approved by our board of directors, Ernst & Young Hua Ming, or EY, was engaged as our independent registered public accounting firm as of February 28, 2011.

        GT Hong Kong was engaged to audit: (1) the consolidated balance sheets of Superport Limited and its subsidiaries as of September 30, 2009, and the related consolidated statements of income, comprehensive income, equity and cash flows for the period from May 6, 2009 through September 30, 2009; (2) the consolidated balance sheets of Superport Limited and its subsidiaries as of September 30, 2008 and the consolidated statements of income, comprehensive income, equity and cash flows for the period from October 1, 2007 through October 12, 2007, for the year ended September 30, 2008, and the period from October 1, 2008 through May 5, 2009; (3) the consolidated balance sheets of Superport Limited and its subsidiaries as of June 30, 2010, and the related consolidated statements of operations, comprehensive income, equity and cash flows for the period from May 6, 2009 through June 30, 2009 and the nine months ended June 30, 2010; and (4) the balance sheet of SinoTech Energy Limited as of June 30, 2010, and the related statements of equity, and cash flows for the period from June 9, 2010 through June 30, 2010.

        GT Hong Kong's reports for such periods did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

        During our two most recent fiscal years and the subsequent interim period through January 12, 2011, there were no "disagreements", as that term is defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions to Item 16F of Form 20-F, with GT Hong Kong on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of GT Hong Kong would have caused it to make reference to the subject matter of the disagreements in connection with its reports on the consolidated financial statements of Superport and the Company. Furthermore, no "reportable events", as that term is defined in Item 16F(a)(1)(v) of Form 20-F, occurred within the periods covered by GT Hong Kong's reports on the consolidated financial statements of Superport Limited and the Company, or subsequently up to the date of JBPB & Co.'s resignation.

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        During our two most recent fiscal years and the subsequent interim period through February 28, 2011, neither we nor anyone on our behalf consulted EY regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements and neither any written report nor any oral advice was provided to us that EY concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue or (ii) any matter that was either the subject of a "disagreement" with GT Hong Kong or a "reportable event".

        On March 30, 2011, we provided both EY and JBPB & Co. with a copy of the foregoing disclosure. We requested that our former independent registered public accountants, JBPB & Co., furnish us with a letter addressed to the Securities and Exchange Commission, or the SEC, stating whether or not it agrees with the statements made above, and if not, stating the respects in which it does not agree. We have received the requested letter from JBPB & Co., a copy of which has been filed as Exhibit 15.1 to this annual report on Form 20-F. We also requested our new independent registered public accountants, EY, to review the foregoing disclosures and offered EY the opportunity to furnish us with a letter addressed to the SEC containing any new information, clarification of our expression of its views or the respects in which it does not agree with the statements by us in response to Item 16F of Form 20-F. EY had no disagreement with the disclosure and consequently declined the opportunity to furnish us with such a letter.

Item 16G.    CORPORATE GOVERNANCE

        In reliance on Rule 5615(a)(3) of the NASDAQ Listing Rules, which permits a foreign private issuer to follow the corporate governance practices of its home country, we have adopted certain corporate governance practices that differ significantly from the NASDAQ Global Select Market corporate governance listing standards. Specifically, we have not adopted a formal written charter or passed board resolutions with respect to the nominations process for appointees to our board of directors as required by Rule 5605(e)(2) of the NASDAQ Listing Rules. In addition, our directors will neither be nominated by a majority of our independent directors in a vote in which only independent directors participate nor by a nominations committee comprised solely of independent directors as required by Rule 5605(e)(1) of the NASDAQ Listing Rules, and instead will be selected or recommended by the board of directors. Such home country practice differs from the NASDAQ Global Select Market corporate governance listing standards because there are no specific provisions under the Companies Law of the Cayman Islands imposing such requirements. As a result, our executive directors, one of whom is also our major shareholder, may have greater power to make or influence major decisions than they would if we complied with all the NASDAQ Global Select Market corporate governance listing standards.

PART III

Item 17.    FINANCIAL STATEMENTS

        Not applicable

Item 18.    FINANCIAL STATEMENTS

        The consolidated financial statements for the Company and its subsidiaries are included at the end of this annual report.

107

Item 19.    EXHIBITS

Number		Description
	1.1	Amended and Restated Memorandum and Articles of Association of SinoTech Energy Limited (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on October 13, 2010).
	2.1	Specimen Certificate for Ordinary Shares (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	2.2	Specimen of American Depositary Receipt (incorporated by reference to Exhibit A to Exhibit 1 to our Registration Statement on Form F-6 (file no. 333-169987) filed with the Securities and Exchange Commission on October 18, 2010).
	2.3	Form of Deposit Agreement (incorporated by reference to Exhibit 1 to the Form F-6 (file no. 333-169987) filed with the Securities and Exchange Commission on October 18, 2010).
	4.1	Form of Indemnification Agreement between the Registrant and its directors (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.2	Form of Employment Agreement between the Registrant and its executive officers (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.3	Summary English translation of Liaohe Technical Services Contract, dated January 1, 2007, between Tianjin New Highland and PetroChina Liaohe (incorporated by reference to Exhibit 10.5 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.4	Summary English translation of Subcontract of Liaohe Technical Services Contract, dated January 25, 2007, between Tianjin New Highland and Panjin Hanyu (incorporated by reference to Exhibit 10.6 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.5	Summary English translation of Equipment and Oil Displacing Technology Support Agreement, dated February 8, 2007, between Tianjin New Highland and Panjin Hanyu (incorporated by reference to Exhibit 10.7 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.6	Summary English translation of Dagang Technical Services Contract, dated January 1, 2006, between Tianjin New Highland and PetroChina Dagang (incorporated by reference to Exhibit 10.8 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.7	Summary English translation of Cooperation Agreement, dated September 30, 2009, between Tianjin New Highland and Hebei Daofu (incorporated by reference to Exhibit 10.9 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).

108

Number		Description
	4.8	Summary English translation of Liaoning Methane Lateral Hydraulic Drilling Technology Services Agreement, dated October 26, 2009, between Tianjin New Highland and Liaoning Ouya Dongdi (incorporated by reference to Exhibit 10.10 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.9	Summary English translation of Daqing Technical Services Agreement, dated April 1, 2010, between Tianjin New Highland and Daqing Huajian (incorporated by reference to Exhibit 10.11 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.10	Summary English translation of Daqing Technical Services Agreement, dated May 24, 2010, between Tianjin New Highland and Daqing Huajian (incorporated by reference to Exhibit 10.12 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.11	Summary English translation of Oil Production Equipment and Facilities Purchase Agreement, dated July 12, 2007, between Tianjin New Highland and Hebei Daofu (incorporated by reference to Exhibit 10.13 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.12	Summary English translation of Oil Production Equipment and Facilities Purchase Agreement, dated July 12, 2007, between Tianjin New Highland and Hebei Daofu (incorporated by reference to Exhibit 10.14 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.13	Summary English translation of Exclusive Product Supply Contract, dated May 8, 2008, between Tianjin New Highland and Tianjin Shanchuan (incorporated by reference to Exhibit 10.15 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.14	Summary English translation of Agency Appointment Contract, dated July 1, 2007, between Tianjin New Highland and Dongying Luda (with amendment) (incorporated by reference to Exhibit 10.16 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.15	Summary English translation of Agency Appointment Contract, dated June 2, 2008, between Tianjin New Highland and Dongying Luda (with amendment) (incorporated by reference to Exhibit 10.17 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.16	Summary English translation of Agency Appointment Contract, dated January 11, 2010, between Tianjin New Highland and Dongying Luda (incorporated by reference to Exhibit 10.18 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.17	Exclusive Sales Agreement dated August 31, 2009 between Tianjin New Highland and Power Hydraulics (incorporated by reference to Exhibit 10.19 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.18	Affirmation Letter, dated December 2, 2009, from Trinity Energy Holdings, LLC, which wholly owns Power Hydraulics LLC, to Tianjin New Highland (incorporated by reference to Exhibit 10.20 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).

109

Number		Description
	4.19	Summary English translation of Supplementary Agreement, dated November 30, 2009, among Premium Sino Finance, Xin Guoqiang and Ernest Cheung (incorporated by reference to Exhibit 10.21 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.20	Summary English translation of Equity Transfer Agreement, dated May 6, 2009, among Premium Sino Finance, Wise Worldwide and Ernest Cheung (incorporated by reference to Exhibit 10.22 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.21	Summary English translation of Equity Assignment Contract, dated October 12, 2007, among International Petroleum Services, Xin Guoqiang, Liu Fengkai and Liu Fengshan (incorporated by reference to Exhibit 10.23 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.22	Summary English translation of Letter of Undertaking, dated June 21, 2010, from Liu Qingzeng (incorporated by reference to Exhibit 10.24 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.23	Summary English translation of Leasing Contract, dated October 17, 2007, between Liu Fengkai and Tianjin New Highland (incorporated by reference to Exhibit 10.25 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.24	Summary English translation of Creditor Claims and Debt Assignment Agreement, dated June 25, 2010, among International Petroleum Services, Liu Qingzeng and Tianjin New Highland (incorporated by reference to Exhibit 10.26 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.25	Second Amendment Agreement relating to a Facility Agreement dated 8 January 2010 as amended and restated pursuant to an amendment agreement dated 11 January 2010, dated October 11, 2010, among Tianjin New Highland, Deutsche Bank, AG, Hong Kong branch and DB Trustees (incorporated by reference to Exhibit 10.27 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.26	Security Trust Deed, dated January 11, 2010, among Deutsche Bank, AG, Hong Kong branch, DB Trustees (Hong Kong) Limited, the Original Lenders as defined in the agreement and other parties (incorporated by reference to Exhibit 10.29 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.27	Deed of Amendment Relating to Security Trust Deed, dated October 11, 2010, between DB Trustees (Hong Kong) Limited and the persons named therein as obligors (incorporated by reference to Exhibit 10.30 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.28	First Supplemental Instrument to Instrument Constituting Tranche A Warrants, dated October 11, 2010, among Premium Sino Finance, SinoTech Energy Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr. Liu (incorporated by reference to Exhibit 10.31 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).

110

Number		Description
	4.29	Second Supplemental Instrument to Instrument Constituting Tranche A Warrants, dated October 11, 2010, among Premium Sino Finance, SinoTech Energy Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr. Liu (incorporated by reference to Exhibit 10.32 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.30	First Supplemental Instrument to Instrument Constituting Tranche B Warrants, dated October 11, 2010, among Premium Sino Finance, SinoTech Energy Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr. Liu (incorporated by reference to Exhibit 10.34 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.31	Second Supplemental Instrument to Instrument Constituting Tranche B Warrants, dated October 11, 2010, among Premium Sino Finance, SinoTech Energy Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr. Liu (incorporated by reference to Exhibit 10.35 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.32	First Supplemental Instrument to Instrument Constituting Tranche C Warrants, dated October 11, 2010, among Premium Sino Finance, SinoTech Energy Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr. Liu (incorporated by reference to Exhibit 10.37 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.33	First Supplemental Instrument to Instrument Constituting Tranche D Warrants, dated October 11, 2010, among Premium Sino Finance, SinoTech Energy Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr. Liu (incorporated by reference to Exhibit 10.39 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.34	Share Charge over SinoTech Energy Limited, dated October 11, 2010, between Premium Sino Finance and DB Trustees (incorporated by reference to Exhibit 10.41 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.35	Cayman Co Debenture, dated October 11, 2010, between SinoTech Energy Limited and DB Trustees (incorporated by reference to Exhibit 10.42 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.36	Share Charge over Superport Limited, dated October 11, 2010, between SinoTech Energy Limited and DB Trustees (incorporated by reference to Exhibit 10.43 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.37	ParentCo Debenture, dated January 12, 2010, between International Petroleum Services and DB Trustees (incorporated by reference to Exhibit 10.44 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.38	Holdco Debenture, dated January 12, 2010, between Superport Limited and DB Trustees (incorporated by reference to Exhibit 10.45 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).

111

Number		Description
	4.39	Summary English translation of Machine Equipment Pledge Agreement, dated January 11, 2010, between Tianjin New Highland and DB Trustees (incorporated by reference to Exhibit 10.46 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.40	Summary English translation of Account Control Agreement, dated January 13, 2010, among Tianjin New Highland, Deutsche Bank AG, Hong Kong Branch, DB Trustees and China Construction Bank (incorporated by reference to Exhibit 10.47 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.41	Summary English translation of Receivables Pledge, dated January 11, 2010, between Tianjin New Highland and DB Trustees (incorporated by reference to Exhibit 10.48 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.42	Summary English translation of Certificates of Deposit Pledge Agreement, dated July 30, 2010, between Tianjin New Highland and DB Trustees (incorporated by reference to Exhibit 10.49 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.43	Summary English translation of Sale and Purchase Contract, dated August 31, 2010 between Tianjin New Highland and Dongying Luda (incorporated by reference to Exhibit 10.50 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.44	Summary English translation of Drilling Equipment Leasing Agreement between Tianjin New Highland and Tianjin Botenear (incorporated by reference to Exhibit 10.51 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.45	Summary English translation of Market Development Cooperation Agreement, dated September 2010, between Tianjin New Highland and Tianjin Botenear (incorporated by reference to Exhibit 10.52 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.46	Summary English translation of Horizontal Water Jet Well Drilling Technology Service Contract, dated August 23, 2010, between Panjin Hanyu and Tianjin New Highland (incorporated by reference to Exhibit 10.53 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.47	Summary English translation of Horizontal Water Jet Well Drilling Technology Service Contract, dated August 25, 2010, between Hebei Daofu and Tianjin New Highland (incorporated by reference to Exhibit 10.54 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.48	Employment Agreement with Boxun Zhang (incorporated by reference to Exhibit 10.55 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.49	Director Agreement for Independent Directors with Jing Liu (incorporated by reference to Exhibit 10.56 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).

112

Number		Description
	4.50	Amended and Restated Technology License Agreement, dated October 11, 2010, between the Jet Drill Companies as defined therein and Tianjin New Highland (incorporated by reference to Exhibit 10.57 to our Registration Statement on Form F-1 (file no. 333-169890) filed with the Securities and Exchange Commission on October 12, 2010).
	4.51	2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.58 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.52	Summary English Translation of Employment Contract dated July 24, 2006 between Tianjin New Highland and Guoqiang Xin (incorporated by reference to Exhibit 10.59 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.53	Summary English Translation of Employment Contract dated June 23, 2010 between Tianjin New Highland and Xiaomin Yu (incorporated by reference to Exhibit 10.60 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.54	Summary English Translation of Employment Contract dated September 11, 2006 between Tianjin New Highland and Xiaoxuan Bi (incorporated by reference to Exhibit 10.61 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.55	Summary English Translation of Employment Contract dated August 30, 2010 between Tianjin New Highland and Zhenji Dong (incorporated by reference to Exhibit 10.62 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.56	Summary English Translation of Employment Contract dated April 16, 2007 between Tianjin New Highland and Yanhui Guo (incorporated by reference to Exhibit 10.63 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.57	Summary English Translation of Employment Contract dated July 2, 2007 between Tianjin New Highland and Kejiang Liu (incorporated by reference to Exhibit 10.64 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.58	Summary English Translation of Confidentiality and Non-Competition Agreement dated July 24, 2006 between Tianjin New Highland and Guoqiang Xin (incorporated by reference to Exhibit 10.65 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.59	Summary English Translation of Confidentiality and Non-Competition Agreement dated June 23, 2010 between Tianjin New Highland and Xiaomin Yu (incorporated by reference to Exhibit 10.66 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.60	Summary English Translation of Confidentiality and Non-Competition Agreement dated September 1, 2010 between Tianjin New Highland and Boxun Zhang (incorporated by reference to Exhibit 10.67 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).

113

Number			Description
	4.61		Summary English Translation of Confidentiality and Non-Competition Agreement dated September 11, 2006 between Tianjin New Highland and Xiaoxuan Bi (incorporated by reference to Exhibit 10.68 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.62		Summary English Translation of Confidentiality and Non-Competition Agreement dated August 30, 2010 between Tianjin New Highland and Zhenji Dong (incorporated by reference to Exhibit 10.69 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.63		Summary English Translation of Confidentiality and Non-Competition Agreement dated April 16, 2007 between Tianjin New Highland and Yanhui Guo (incorporated by reference to Exhibit 10.70 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.64		Summary English Translation of Confidentiality and Non-Competition Agreement dated July 2, 2007 between Tianjin New Highland and Kejiang Liu (incorporated by reference to Exhibit 10.71 to our Registration Statement on Form F-1 (file no. 333-169890), as amended, filed with the Securities and Exchange Commission on November 1, 2010).
	4.65	*	Summary English Translation of LHD Service Cooperation Agreement dated December 27, 2010 between Tianjin New Highland and Panjin Hanyu.
	4.66	*	Summary English Translation of LHD Service Cooperation Agreement dated December 30, 2010 between Tianjin New Highland and Hebei Daofu.
	4.67	*	Summary English Translation of LHD Unit Supply Contract dated December 1, 2010 between Tianjin New Highland and Dongying Luda.
	4.68	*	Third Supplemental Instrument to Instrument Constituting Tranche A Warrants, dated March 16, 2011, among Premium Sino Finance, SinoTech Energy Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr. Liu.
	4.69	*	Third Supplemental Instrument to Instrument Constituting Tranche B Warrants, dated March 16, 2011, among Premium Sino Finance, SinoTech Energy Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr. Liu.
	4.70	*	Second Supplemental Instrument to Instrument Constituting Tranche C Warrants, dated March 16, 2011, among Premium Sino Finance, SinoTech Energy Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr. Liu.
	4.71	*	Second Supplemental Instrument to Instrument Constituting Tranche D Warrants, dated March 16, 2011, among Premium Sino Finance, SinoTech Energy Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr. Liu.
	8.1	*	List of Subsidiaries.
	11.1	*	Code of Business Conduct and Ethics.
	12.1	*	Certification of Chief Executive Officer Required by Rule 13a-14(a).
	12.2	*	Certification of Chief Financial Officer Required by Rule 13a-14(a).
	13.1	*	Certification of Chief Executive Officer Required by Rule 13(a)-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
	13.2	*	Certification of Chief Financial Officer Required by Rule 13(a)-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
	15.1	*	Letter of JBPB & Co. (formerly known as Grant Thornton) dated March 31, 2011.

*

filed herewith

114

SIGNATURE

        The registrant hereby certifies that it meets all of the requirements for filing its annual report on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	SINOTECH ENERGY LIMITED
	By:	/s/ GUOQIANG XIN
		Name:	Guoqiang Xin
		Title:	Chief Executive Officer
Date: March 31, 2011

115

INDEX TO CONSOLIDATED FINANCIALS STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm, Ernst & Young Hua Ming		F-2
Report of Independent Registered Public Accounting Firm, JBPB & Co. (formerly known as Grant Thornton)		F-3
Consolidated Balance Sheets as of September 30, 2009 and 2010		F-4
Consolidated Statements of Operations and Comprehensive Income for the Period from October 1, 2007 to October 12, 2007, Fiscal Year ended September 30, 2008, Period from October 1, 2008 to May 5, 2009, Period from May 6, 2009 to September 30, 2009 and Fiscal Year ended September 30, 2010		F-5
Consolidated Statements of Shareholders' Equity for the Period from October 1, 2007 to October 12, 2007, Fiscal Year ended September 30, 2008, Period from October 1, 2008 to May 5, 2009, Period from May 6, 2009 to September 30, 2009 and Fiscal Year ended September 30, 2010		F-6
Consolidated Statements of Cash Flows for the Period from October 1, 2007 to October 12, 2007, Fiscal Year ended September 30, 2008, Period from October 1, 2008 to May 5, 2009, Period from May 6, 2009 to September 30, 2009 and Fiscal Year ended September 30, 2010		F-7
Notes to the Consolidated Financial Statements		F-8

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of SinoTech Energy Limited

        We have audited the accompanying consolidated balance sheet of SinoTech Energy Limited (the "Company") as of September 30, 2010, and the related consolidated statements of operations and comprehensive income, shareholders' equity, and cash flows for the year ended September 30, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of SinoTech Energy Limited at September 30, 2010, and the consolidated results of its operations and its cash flows for the year ended September 30, 2010, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young Hua Ming
Beijing, People's Republic of China
March 31, 2011

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of
SinoTech Energy Limited

        We have audited the accompanying consolidated balance sheets of SinoTech Energy Limited (formerly known as Superport Limited) and its subsidiaries (collectively the "Company") as of September 30, 2009 (the "Successor"), and the related consolidated statements of income, comprehensive income, equity, and cash flows for the period from May 6, 2009 through September 30, 2009 (the "Successor Period") subsequent to the change of ownership of the Company that is reflected on the financial statements of the Company. We have also audited the statements of income, comprehensive income, equity, and cash flows for the period from October 1, 2007 through October 12, 2007, the year ended September 30, 2008, and the period from October 1, 2008 through May 5, 2009 (the "Predecessor Periods"), prior to the change of ownership of the Company. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of SinoTech Energy Limited (formerly known as Superport Limited) and its subsidiaries as of September 30, 2009 and the results of its operations and its cash flows for the Successor and Predecessor Periods in conformity with accounting principles generally accepted in the United States of America.

        As discussed in Note A, the number of ordinary shares, the par value of each ordinary share and the share amounts of the Company have been retrospectively adjusted for all periods presented to give effect to the share split as a result of the Reorganization.

/s/ JBPB & Co. (formerly known as Grant Thornton)
Hong Kong
September 23, 2010 except for note A,
which is as of March 31, 2011

F-3

SINOTECH ENERGY LIMITED

CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. dollars)

			Successor
		Notes	September 30, 2009		September 30, 2010
ASSETS
CURRENT
	Cash and cash equivalents		$	26,170,565	$	40,089,774
	Restricted cash			—		3,736,250
	Accounts receivable (net of allowance for doubtful accounts of US$nil as of September 30, 2009 and 2010, respectively)			8,618,646		20,119,753
	Prepaid expenses, deposit and other receivable	D		14,858,582		10,230,036
	Total current assets			49,647,793		74,175,813
Property and equipment, net		E		13,489,808		64,286,601
Intangible assets, net		F		32,077,027		26,770,105
TOTAL ASSETS			$	95,214,628	$	165,232,519
LIABILITIES
CURRENT
	Accounts payable		$	1,293,701	$	—
	Other payables and accrued liabilities	H		1,758,320		2,417,620
	Loan interest payable			—		763,248
	Income taxes payable	L		1,427,734		3,541,873
	Deferred gain on disposal of equipment—current portion	E		121,740		17,133
	Obligation under capital lease—current portion	G		3,986		4,395
	Amounts due to related parties	J		5,170,946		8,206,578
	Tota current liabilities			9,776,427		14,950,847
Bank loan		I		—		12,082,499
Deferred gain on disposal of equipment		E		16,787		—
Obligation under capital lease		G		10,179		5,994
Warrant liabilities		I		—		69,020,000
Deferred tax liability		L		6,485,378		5,030,055
TOTAL LIABILITIES				16,288,771		101,089,395
Commitments and contingencies		G, N & S
SHAREHOLDERS' EQUITY
Common stock (500,000,000 shares authorized, 100,000,000 shares at par value of $0.0001 per share, issued and outstanding)				10,000		10,000
Additional paid in capital				70,393,825		67,110,399
Accumulated other comprehensive income				3,301,824		5,487,243
Retained earnings (accumulated deficit)		K		5,220,208		(8,464,518	)
Total shareholders' equity				78,925,857		64,143,124
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY			$	95,214,628	$	165,232,519

The accompanying notes are an integral part of these consolidated financial statements.

F-4

SINOTECH ENERGY LIMITED

CONSOLIDATED STATEMENTS
OF OPERATIONS AND COMPREHENSIVE INCOME

(Expressed in U.S. dollars)

			Predecessor							Successor
		Notes	Period from October 1, 2007 to October 12, 2007(1)			Fiscal year ended September 30, 2008		Period from October 1, 2008 to May 5, 2009		Period from May 6, 2009 to September 30, 2009		Fiscal year ended September 30, 2010
Sales		Q	$	802,998		$	31,366,704	$	22,942,841	$	15,269,947	$	45,309,674
Cost of sales		Q		312,039			11,749,643		8,286,681		5,543,385		10,389,268
Gross profit				490,959			19,617,061		14,656,160		9,726,562		34,920,406
Operating expenses
	Depreciation of equipment			3,047			23,935		17,924		9,172		34,078
	Amortization of intangible assets			—			2,690,125		1,716,785		2,398,641		6,332,845
	Consulting and professional fees			299,193			1,278,222		328,858		66,098		2,673,985
	Office and miscellaneous			8,555			147,261		133,970		7,044		317,946
	Rent and utilities			1,697			184,571		142,577		77,874		239,473
	Repair and maintenance			71			26,122		14,910		8,512		16,740
	Salaries and benefits			15,751			399,238		318,068		236,909		645,183
	Travel and business promotion			25,692			423,498		142,104		230,602		587,493
	Total operating expenses			354,006			5,172,972		2,815,196		3,034,852		10,847,743
Operating income				136,953			14,444,089		11,840,964		6,691,710		24,072,663
Other income (expenses)
	Gain on disposal of equipment			3,572			113,717		72,572		49,079		122,056
	Interest income			—			81,726		33,403		88,544		238,623
	Interest expense	I		—			—		—		—		(8,085,903	)
	Changes in fair value of warrant liabilities	I		—			—		—		—		(25,000,000	)
	Foreign exchange gain			—			—		—		—		445,719
	Other income (expenses)			3,572			195,443		105,975		137,623		(32,279,505	)
Net income (loss) from operations before income taxes				140,525			14,639,532		11,946,939		6,829,333		(8,206,842	)
Income tax expense		L		50,880			2,996,428		2,640,953		1,609,125		5,477,884
Net income (loss) for the period				89,645			11,643,104		9,305,986		5,220,208		(13,684,726	)
Other comprehensive income, net of taxes
Foreign currency translation adjustment				(2,365	)		3,661,210		244,717		3,301,824		2,185,419
Comprehensive income (loss) for the period			$	87,280		$	15,304,314	$	9,550,703	$	8,522,032	$	(11,499,307	)
Earnings (Loss) per share
	Basic	O	$	—		$	116,431	$	93,060	$	0.05	$	(0.14	)
Weighted average number of shares for the period presented
	Basic	O		—			100		100		100,000,000		100,000,000

(1)

This reflects the operating results for the period from October 1, 2007 to October 12, 2007 of Tianjin New Highland Science and Technology Development Co., Limited before the acquisition by International Petroleum Services Corporation Limited on October 12, 2007. (Note B)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

SINOTECH ENERGY LIMITED

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Expressed in U.S. dollars)

	Predecessor
	Common stock
									Accumulated other comprehensive income
	Number of shares			Amount			Additional Paid-in capital					Retained earnings		Total shareholders' equity
Balance at September 30, 2007		—			4,379,386			6,355,479		1,375,709			19,264,557		31,375,131
Foreign currency translation adjustment		—			—			—		(2,365	)		—		(2,365	)
Net income for the period		—			—			—		—			89,645		89,645
Balance at October 12, 2007		—			4,379,386			6,355,479		1,373,344			19,354,202		31,462,411
Issue of capital by International Petroleum		100			13			—		—			—		13
Balance at September 30, 2007		100			13			—		—			—		13
Issue of capital by International Petroleum		4,900			630			—		—			—		630
Contribution by the sole shareholder of International Petroleum		—			—			32,770,308		—			—		32,770,308
Foreign currency translation adjustment		—			—			—		3,661,210			—		3,661,210
Net income for the period		—			—			—		—			11,643,104		11,643,104
Balance at September 30, 2008		5,000		$	643		$	32,770,308	$	3,661,210		$	11,643,104	$	48,075,265
Issue of shares by Superport for acquisition of International Petroleum		(4,900	)		(543	)		543		—			—		—
Foreign currency translation adjustment		—			—			—		244,717			—		244,717
Net income for the period		—			—			—		—			9,305,986		9,305,986
Balance at May 5, 2009		100			100			32,770,851		3,905,927			20,949,090		57,625,968

		Successor
		Common stock
										Accumulated other comprehensive income		Retained earnings (accumulated deficit)
	Notes	Number of shares		Amount			Additional Paid-in capital								Total shareholders' equity
Recapitalization of the Company at May 6, 2009			100		100			70,403,724			—		—			70,403,824
Share restructuring	A		9,900		(99	)		—			—		—			(99	)
Issuance of shares to acquire Superport	A		99,990,000		9,999			(9,899	)		—		—			100
Foreign currency translation adjustment			—		—			—			3,301,824		—			3,301,824
Net income for the period			—		—			—			—		5,220,208			5,220,208
Balance at September 30, 2009			100,000,000	$	10,000		$	70,393,825		$	3,301,824	$	5,220,208		$	78,925,857
Additional payment made by International Petroleum to the former-shareholders	C		—		—			(3,283,426	)		—		—			(3,283,426	)
Foreign currency translation adjustment			—		—			—			2,185,419		—			2,185,419
Net loss for the period			—		—			—			—		(13,684,726	)		(13,684,726	)
Balance at September 30, 2010			100,000,000	$	10,000		$	67,110,399		$	5,487,243	$	(8,464,518	)	$	64,143,124

The accompanying notes are an integral part of these consolidated financial statements.

F-6

SINOTECH ENERGY LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in U.S. dollars)

			Predecessor									Successor
			Period from October 1, 2007 to October 12, 2007			Fiscal Year Ended September 30, 2008			Period from October 1, 2008 to May 5, 2009			Period from May 6, 2009 to September 30, 2009			Fiscal Year Ended September 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES
	Net income (loss)		$	89,645		$	11,643,104		$	9,305,986		$	5,220,208		$	(13,684,726	)
	Adjustments to reconcile net income (loss) to cash provided by operating activities:
		Amortization and depreciation		46,584			3,473,961			2,219,649			2,758,917			7,840,176
		Gain on disposal of property and equipment		(3,572	)		(113,717	)		(72,572	)		(49,079	)		(122,056	)
		Amortization of bank loan discount		—			—			—			—			6,102,499
		Changes in fair value of warrant liabilities		—			—			—			—			25,000,000
		Deferred income tax expenses (benefits)		12,289			(1,138,808	)		(481,827	)		(534,958	)		(1,561,013	)
	Changes in operating assets and liabilities, net of the acquisition of equity interest in Tianjin New Highland in 2007 and push down accounting adjustments in 2009:
		(Increase) decrease in accounts receivable		(802,971	)		(4,579,172	)		2,240,184			1,675,993			(11,123,329	)
		(Increase) decrease in inventories		(167,061	)		179,828			(281,944	)		295,370			—
		Increase in prepaid expenses, deposit and other receivable		5,147			(8,169,887	)		(6,353,244	)		(33,638	)		(93,077	)
		Increase (decrease) in accounts payable		272,573			(1,374,021	)		476,448			207,341			(1,297,058	)
		Increase in other payables and accrued liabilities		100,802			145,495			304,053			35,867			612,031
		Increase in loan interest payable		—			—			—			—			753,186
		Increase (decrease) in income taxes payable		(1,284,121	)		1,106,471			(671,620	)		793,997			2,052,874
Net cash provided by (used in) operating activities				(1,730,685	)		1,173,254			6,685,113			10,370,018			14,479,507
CASH FLOWS FROM INVESTING ACTIVITIES
	Deposit for purchase equipment			—			—			—			—			4,940,891
	Purchase of property and equipment			—			(57,523	)		(8,457	)		(5,080	)		(51,133,508	)
	Acquisition of subsidiary			—			2,572,290			—			—			—
	Purchase of intangible assets			—			—			—			—			(469,792	)
Net cash provided by (used in) investing activities				—			2,514,767			(8,457	)		(5,080	)		(46,662,409	)
CASH FLOWS FROM FINANCING ACTIVITIES
	Issuance of capital			—			630			—			—			—
	Principal payment under capital lease obligation			—			17,235			(2,115	)		(1,572	)		(3,997	)
	Bank loan relating to issuing of warrants			—			—			—			—			50,000,000
	Advances from (repayment to) related parties			1,611			5,073,245			(140,199	)		44,294			3,038,536
Net cash provided by (used in) financial activities				1,611			5,091,110			(142,314	)		42,722			53,034,539
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS				(1,729,074	)		8,779,131			6,534,342			10,407,660			20,851,637
EFFECT OF CHANGES IN EXCHANGE RATE ON CASH AND CASH EQUIVALENTS				(551	)		409,324			64,880			(24,772	)		(3,196,178	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD				9,041,636			—			9,188,455			15,787,677			26,170,565
CASH AND CASH EQUIVALENTS, END OF PERIOD			$	7,312,011		$	9,188,455		$	15,787,677		$	26,170,565		$	43,826,024
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION
Interest paid			$	—		$	—		$	—		$	—		$	1,229,510
Income taxes paid			$	1,322,711		$	3,028,792		$	3,794,400		$	1,350,086		$	4,986,022

The accompanying notes are an integral part of these consolidated financial statements.

F-7

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE A—ORGANIZATION AND DESCRIPTION OF THE BUSINESS

        SinoTech Energy Limited was incorporated in the Cayman Islands on June 9, 2010 as a limited liability company ("SinoTech") with an authorized share capital of 50,000 shares with a par value of $1.00 each. SinoTech and its subsidiaries are referred to as the "Company". At the date of incorporation, 1 share of $1.00 was issued at par value to the subscriber as an initial contribution. SinoTech was established in connection with the reorganization and initial public offering ("IPO") of Superport Limited ("Superport"). On October 12, 2010, as part of a corporate reorganization, SinoTech had undergone a share split, and the authorized share capital and issued share capital of SinoTech changed to 500,000,000 shares and 100,000,000 shares of common stock with par value of $0.0001 each, respectively. 99,990,000 new shares of par value of $0.0001 were issued to all the shareholders of Superport in exchange for all their beneficial interests in Superport ("Reorganization"). The consolidated financial statements of the Successor have been prepared as if the Reorganization had occurred retrospectively from May 6, 2009 and all ordinary shares and per share amounts presented in the accompanying consolidated financial statements have been retrospectively adjusted to give effect to the share split. The par value of each ordinary share has also been retrospectively adjusted as if it had been in proportion to the 1 to 10,000 forward split.

        SinoTech's wholly owned subsidiaries are Superport, International Petroleum Services Corporation Limited ("International Petroleum") and Tianjin New Highland Science and Technology Development Co., Limited ("Tianjin New Highland"). The Company is a petroleum engineering and technology service provider and conducts its business through its office in Beijing, People's Republic of China ("China"). The Company mainly uses chemical solution with Molecular Deposition Film Technology ("MDF") to disperse into oil reservoir and improve the flow of oil and methane gas or uses rigs with Lateral Hydraulic Drilling ("LHD") technology to have high-pressure water jets to drill horizontal tunnels from the vertical wellbore to increase the number of points of contact between the wellbore and the reservoir to improve the flow of oil and methane gas.

        Superport was incorporated in the British Virgin Islands on March 20, 2009 with an authorized share capital of 50,000 shares with a par value of $1.00 each. Superport issued 100 shares with total common stock of $100. Superport is the holding company of International Petroleum and it does not have other business.

        International Petroleum was incorporated in Hong Kong on September 10, 2007. Its authorized share capital is 250,000 shares with a par value of HK$1.00 each. As of September 30, 2009, International Petroleum had issued 5,000 shares with total common stock of HK$5,000. During the year ended September 30, 2010, International Petroleum issued additional shares and as of September 30, 2010, the total outstanding shares are 250,000 shares with total common stock of HK$250,000. International Petroleum is the intermediate holding company of Tianjin New Highland and it does not have other business.

        Tianjin New Highland is a China private company incorporated on October 13, 2004 in the City of Tianjin, China and is the operating entity of the Company. According to the Chinese regulations and laws, the share capital of a corporation has to be registered with and approved by the regulatory authority. The paid in capital (equivalent to common stock) of Tianjin New Highland represents the cumulative cash contribution from the shareholders to Tianjin New Highland and each shareholder's

F-8

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE A—ORGANIZATION AND DESCRIPTION OF THE BUSINESS (Continued)

percentage ownership interest in Tianjin New Highland is calculated by his relative cash contribution to the total paid in capital. The paid in capital can only be reduced and returned to the shareholders when all the financial obligations can be met and approved by the regulatory authority. Any additional contributions of capital above the approved paid in capital are recorded in the additional paid in capital.

        As of September 30, 2010, the Company's subsidiaries included the following entities:

Subsidiaries	Place of Incorporation	Date of Establishment/ Acquisition	Percentage of ownership			Principal Activities
Superport Limitied	British Virgin Islands	March 20, 2009		100	%	Investment holding company
International Petroleum Services Corporation Limited	Hong Kong	September 10, 2007		100	%	Investment holding company
Tianjin New Highland Science and Technology Development Co., Ltd	People's Republic of China ("PRC")	October 13, 2004		100	%	Enhanced Oil Recovery Operations

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Basis of presentation

        The consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States ("US GAAP"). The Company prior to May 6, 2009 is referred to as the "Predecessor" and after May 5, 2009 is referred to as the "Successor". The accompanying consolidated balance sheets present the Company's financial position as of September 30, 2009 and 2010. The accompanying statements of operations and comprehensive income, shareholders' equity and cash flows present the Predecessor period from October 1, 2007 to October 12, 2007, Predecessor period for the fiscal year ended September 30, 2008, the Predecessor period from October 1, 2008 to May 5, 2009, the Successor period from May 6, 2009 to September 30, 2009 and the Successor period for the fiscal year ended September 30, 2010. See further description of the Successor and Predecessor periods below.

        On October 12, 2007, International Petroleum acquired 100% equity interest of Tianjin New Highland for a total consideration of RMB281,556,846 ($37,510,029) and the control of Tianjin New Highland was changed on the same date. Out of the total purchase consideration, RMB35,100,000 ($4,739,721) was paid by International Petroleum and the remaining RMB246,456,846 ($32,770,308) was borne by the ultimate shareholder of International Petroleum ("Sole Shareholder of International Petroleum"). As a result, the portion of $32,770,308 is treated as contribution by the shareholder and has been included in additional paid-in capital since under the sales and purchase agreement, the Sole Shareholder of International Petroleum is responsible to pay the remaining $32,770,308. The acquisition has been accounted for using the purchase method of accounting. For the year ended September 30, 2010, International Petroleum paid additional RMB21,628,000 ($3,283,426) and the ultimate shareholder of International Petroleum agreed with the sellers that the remaining consideration of

F-9

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

RMB246,456,846 ($32,770,308) as mentioned above was reduced by the additional payment of RMB21,628,000 ($3,283,426) made by International Petroleum. Therefore the payment is included in the equity as a reduction of the additional paid-in capital.

        On March 20, 2009, the Sole Shareholder of International Petroleum incorporated Superport to hold the 100% ownership of International Petroleum. As Superport was incorporated for the purpose of being an intermediate holding vehicle between International Petroleum and the ultimate shareholder, therefore the incorporation of Superport and the transfer of equity interests in International Petroleum to Superport is treated as a reorganization under common control in a manner similar to a pooling of interest as the ultimate shareholder before and after the acquisition of International Petroleum by Superport is the same. Accordingly, the assets and liabilities of International Petroleum have been recorded at their historical carrying amounts as if the reorganization had occurred on September 10, 2007 (date of incorporation of International Petroleum). On May 6, 2009, Superport was sold to two corporate shareholders, being independent third parties, for a total consideration of RMB503,400,563 ($73,839,040). The control of Superport was changed on the same date. The two corporate shareholders are Premium Sino Finance Limited ("Premium Sino") and another corporate entity that hold 90% and 10%, respectively in Superport. As part of the acquisition arrangement, Premium Sino also agreed to assume the obligations to settle any remaining balance of the partial consideration of $32,770,308 (see above) in acquiring Tianjin New Highland by International Petroleum not yet settled by the Sole Shareholder of International Petroleum. As a result of the change of ownership of Superport on May 6, 2009, push-down accounting is applied to establish a new basis of accounting in the Superport's consolidated financial statements, effective May 6, 2009. Due to the impact of the changes arising from the push-down accounting adjustments described in Note C, the year ended September 30, 2009 is presented as the Predecessor period from October 1, 2008 through May 5, 2009 and the Successor period from May 6, 2009 through September 30, 2009.

2. Principles of consolidation

        The consolidated financial statements include the financial statements of Superport, International Petroleum and Tianjin New Highland. All significant intercompany balances and transactions have been eliminated in consolidation.

3. Use of estimates

        The preparation of financial statements in conformity with US GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, and disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in the Company's financial statements include, but are not limited to, useful lives of long-lived assets, realization of deferred tax liabilities and uncertain tax positions, provision for doubtful accounts, and determining the fair value of assets and liabilities in acquisitions and warrants. Management makes its best estimate of the ultimate outcome for these items based on historical experience, current and expected conditions and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of

F-10

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

4. Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which include unrestricted and restricted as to withdrawal and use. The Company has not experienced any losses in such accounts and management believes it is not exposed to any risks on its cash in bank accounts. The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Cash balances with banks of nil and $3.7 million at September 30, 2009 and 2010, respectively, are restricted in connection with the bank loan.

5. Accounts receivable

        Accounts receivable are recorded at the invoice price in the period in which the related revenues are earned and do not bear interest. The Company considers many factors in assessing the collectability of its receivables, such as, age of the amount due based on the contractual payment terms, the customer's payment history and credit worthiness. An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable. Based upon the Company's periodic review of such information, no specific customer allowance for bad debt expense was provided for any of periods presented.

6. Revenue recognition

        Consistent with the criteria of Accounting Standard Codification ("ASC") subtopic 605-10 ("ASC 605-10"), Revenue Recognition: Overall, the Company recognizes revenue when the following four revenue recognition criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the contract price is fixed or determinable, and (iv) collectability is reasonably assured.

        The Company's sales represent services rendered in respect of oil recovery and are measured at the fair value of the consideration received or receivable. Before finalizing the terms of a MDF contract, the Company has carried out feasibility study and test runs to make ensure that the oil extraction target, if any, can be met over the life of the contract and will not incur any penalty or termination of the contract when the production target cannot be met. The Company either provides services directly to the oil and gas producer or provides sub-contracting services to oil recovery companies. The Company may assign the service contracts with oil and gas producer to other local Chinese oil recovery companies on a per contract basis and acts as a subcontractor to these oil recovery companies. In both cases, revenue is recognized when services are provided, which is evidenced by oil delivery confirmation sheets and daily production sheets of the oil and gas producer. However, in respect of fixed-price sub-contract arrangements, the Company recognizes revenue ratably over the life of the sub-contracts. For services directly provided to the oil and gas producer, the Company records the revenue on a gross basis with the related direct costs recorded as cost of sales. For sub-contract arrangements, the Company records the revenue on a net basis in according with ASC Subtopic 605-45

F-11

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Principal Agent Considerations. For consulting agreements, the Company records the revenue on a gross basis with the related taxes recorded as cost of sales.

        All the direct costs and sales related taxes incurred for generating the revenue are recorded under cost of sales.

7. Property and Equipment, net

        Property and equipment, mainly consisting of machinery and equipment, are stated at cost less accumulated depreciation. Equipment acquired in a purchase business combination are initially recorded at the purchase price paid that has been allocated to a proportionate amount of the fair value of the Company's underlying assets and liabilities at the date of acquisition. Expenditures for betterments, renewals and additions are capitalized. Repairs and maintenance are expensed as incurred. In addition, as a result of the application of push-down accounting (Note C), the Company's equipment has been adjusted to a new cost basis, which reflects the fair value of equipment as of May 6, 2009.

        The Company uses straight-line method of depreciation over the estimated useful life of the assets:

Automobile	15 years
Production equipment	15 - 20 years
Office equipment	5 years
Computer equipment	5 years
Computer software	2 years

8. Acquired intangible assets

        Acquired intangible assets, other than goodwill, are recognized if it satisfies either the "contractual-legal" or "separability" criterion specified under US GAAP. Such intangible assets are initially recorded at the purchase price paid that has been allocated to a proportionate amount of the fair value of the Company's underlying assets and liabilities at the date of acquisition.

        As a result of the application of push-down accounting (Note C), intangible assets have been adjusted to a new cost basis, which reflects the fair value of the intangible assets as of May 6, 2009.

        Intangible assets with determinable useful lives are amortized as follows:

Customer relationships	3 - 7 years
Patent of the MD Membrance	8 - 9 years

9. Impairment of long-lived assets and acquired intangibles assets

        Long-lived assets of the Company consisting of equipment and acquired intangible assets subject to amortization are reviewed for impairment when changes in circumstances indicate their carrying value has become impaired, pursuant to guidance established in the ASC Subtopic 360-10, Property, Plant and Equipment and ASC Subtopic 350-30, Intangibles—Goodwill and Other. Management considers assets to be impaired if the carrying amount of an asset exceeds the future projected cash flows, discounted at

F-12

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

the Company's cost of capital, from related operations. If impairment is deemed to exist, the asset will be written down to fair value, and a loss is recorded as the difference between the carrying value and the fair value in the statement of income. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value.

10. Earnings per share

        Basic earnings (loss) per share is computed using the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share is calculated giving effect to the potential dilution that would occur if securities or other contracts to issue common shares were exercised or converted to common shares using the treasury method. The treasury stock method assumes that proceeds received from the exercise of stock options and warrants are used to repurchase common shares at the prevailing market rate. There were no dilutive instruments as at September 30, 2010.

11. Income taxes

        The Company accounts for income taxes under the provisions of ASC Topic 740 ("ASC 740"), Income Taxes, to account for uncertainties in income taxes. In accordance with the provisions of ASC 740, the Company recognizes in its financial statements the benefit of a tax position if the tax position is "more likely than not" to prevail based on the facts and technical merits of the position. Tax positions that meet the "more likely than not" recognition threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. The Company estimates its liability for unrecognized tax benefits which are periodically assessed and may be affected by changing interpretations of laws, rulings by tax authorities, changes and/or developments with respect to tax audits, and expiration of the statute of limitations. The ultimate outcome for a particular tax position may not be determined with certainty prior to the conclusion of a tax audit and, in some cases, appeal or litigation process. The actual benefits ultimately realized may differ from the Company's estimates. As each audit is concluded, adjustments, if any, are recorded in the Company's financial statements. Additionally, in future periods, changes in facts, circumstances and new information may require the Company to adjust the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recognized in the period in which the changes occur.

        Corporate income tax is provided on the basis of the statutory profit for financial reporting purposes, adjusted for income and expense items, which are not assessable or deductible for income tax purposes.

12. Comprehensive income

        The Company adopted ASC Topic 220, Comprehensive Income, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statement of Shareholders' Equity. Comprehensive Income is comprised of equity changes, except those resulting from investments from owners and distributions to owners.

F-13

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The Company's other comprehensive income, which is reported in the statement of operations and comprehensive income consists solely of net income (loss) and foreign currency translation gain or loss.

13. Foreign currency

        The determination of the respective functional currency is based on the criteria of ASC subtopic 830-10 ("ASC 830-10"), Foreign Currency Matters: Overall. The functional currency and reporting currency of the Company is the Chinese Renminbi ("RMB") and United States dollars respectively. The financial statements are translated in United States dollars using current rates of exchange for assets and liabilities and using average rates for the year for revenues and expenses. Gains or losses resulting from these translation adjustments are included in accumulated other comprehensive income in the equity section of the balance sheet. The cumulative foreign currency translation adjustment, which represents total accumulated other comprehensive income is included in shareholders' equity.

14. Warrant liabilities

        All warrant liabilities are recognized in the financial statements in accordance with the provisions of ASC subtopic 480 ("ASC 480") Distinguishing Liabilities from Equity. Warrant liabilities are measured at fair value with the changes in fair value from period to period recorded in the statement of operations.

15. Segment Reporting

        In accordance with ASC subtopic 280-10 ("ASC 280-10"), Segment Reporting, the Company's chief operating decision maker has been identified as the Chief Executive Officer who reviews the consolidated results of operations when making decisions about allocating resources and assessing performance of the Company as a whole; hence the Company has only one single operating segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. As the Company's long-lived assets and revenue are located in and derived from China, no geographical segments are presented.

16. Leases

        In accordance with ASC subtopic 840-10 ("ASC 840-10"), Lease, leases are classified at the inception date as either a capital lease or an operating lease. For the lessee, a lease is a capital lease if any of the following conditions exist: (i) ownership is transferred to the lessee by the end of the lease term , (ii) there is a bargain purchase option, (iii) the lease term is at least 75% of the property's estimated remaining economic life or (iv) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased property to the lessor at the inception date. A capital lease is accounted for as if there was an acquisition of an asset and incurrence of an obligation at the inception of the lease. All other leases are accounted for as operating leases wherein rental payments are expensed on a straight-line basis over the lease periods.

F-14

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        If a sale of property is accompanied by a leaseback of all or any part of the property for all or part of its remaining economic life and the lease meets one of the four lease classification criteria stated above, the Company shall account for the lease as a capital lease. Otherwise, the Company shall account for the lease as an operating lease.

17. Recent accounting pronouncements

        In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (ASC 820): Improving Disclosures about Fair Value Measurements. This update will require (1) an entity to disclose separately the amounts of significant transfers in and out of Levels 1 and 2 fair value measurements and to describe the reasons for the transfers; and (2) information about purchases, sales, issuances and settlements to be presented separately (i.e., present the activity on a gross basis rather than net) in the reconciliation for fair value measurements using significant unobservable inputs (Level 3 inputs). This guidance clarifies existing disclosure requirements for the level of disaggregation used for classes of assets and liabilities measured at fair value and requires disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements using Level 2 and Level 3 inputs. The new disclosures and clarifications of existing disclosure are effective for fiscal years beginning after December 15, 2009, except for the disclosure requirements related to the purchases, sales, issuances and settlements in the rollforward activity of Level 3 fair value measurements. Those disclosure requirements are effective for fiscal years ending after December 31, 2010. The Company is still assessing the impact of this guidance and does not believe the adoption of this guidance will have a material impact on the consolidated financial statements.

        In March 2010, the FASB issued Accounting Standards Update ("ASU") No. 2009-05, Measuring Liabilities at Fair Value, with Subtopic 815-15 amended to clarify the scope exception under paragraphs 815-15-15-8 through 15-9 for embedded credit derivative features related to the transfer of credit risk in the form of subordination of one financial instrument to another. The amendments address how to determine which embedded credit derivative features, including those in collateralized debt obligations and synthetic collateralized debt obligations, are considered to be embedded derivatives that should not be analyzed under Section 815-15-25 for potential bifurcation and separate accounting. Thus, only the embedded credit derivative feature between the financial instruments created by subordination is not subject to the application of Section 815-15-25 and should not be analyzed under that Section for potential bifurcation from the host contract and separate accounting as a derivative. The amendments in this update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. The Company is still assessing the impact of this guidance and does not believe the adoption of this guidance have a material impact on the consolidated financial statements.

        In April 2010, the FASB issued Update No. 2010-17, or ASU 2010-17, Revenue Recognition—Milestone Method, which updates the guidance currently included under topic 605, Revenue Recognition. ASU 2010-17 provides guidance on defining the milestone and determining when the use of the milestone method of revenue recognition for research or development transactions is appropriate. It provides criteria for evaluating if the milestone is substantive and clarifies that a vendor

F-15

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

can recognize consideration that is contingent upon achievement of a milestone as revenue in the period in which the milestone is achieved, if the milestone meets all the criteria to be considered substantive. ASU 2010-17 is effective for milestones achieved in fiscal years, and interim periods within those years, beginning after June 15, 2010 and should be applied prospectively. Early adoption is permitted. The Company is still assessing the impact of this guidance and does not believe the adoption of this guidance will have a material impact on our consolidated financial statements.

        ASU No. 2010-13 was issued in April 2010, and clarified the classification of an employee share based payment award with an exercise price denominated in the currency of a market in which the underlying security trades. This ASU will be effective for the first fiscal quarter beginning after December 15, 2010, with early adoption permitted. The Company does not believe the adoption of this guidance will have a material impact on the consolidated financial statements.

NOTE C—CHANGE OF OWNERSHIP OF SUPERPORT

        On March 20, 2009, the Sole Shareholder of International Petroleum incorporated Superport to hold the 100% ownership of International Petroleum. As Superport was incorporated for the purpose of being an intermediate holding vehicle between International Petroleum and the ultimate shareholder, therefore the incorporation of Superport and the transfer of equity interests in International Petroleum to Superport is treated as a reorganization under common control in a manner similar to a pooling of interest as the ultimate shareholder before and after the acquisition of International Petroleum by Superport is the same.

        On May 6, 2009, Superport was sold to two corporate shareholders, being independent third parties, for a total consideration of $73,839,040. The control of Superport was changed on the same date. The two corporate shareholders, Premium Sino and another corporate entity, hold 90% and 10%, respectively in Superport. As part of the acquisition arrangement, Premium Sino agreed to assume the obligations to settle any remaining balance of the partial consideration of $32,770,308 in acquiring Tianjin New Highland by International Petroleum not yet settled by the Sole Shareholder of International Petroleum.

        As a result of the change of ownership of Superport on May 6, 2009, push-down accounting is applied to establish a new basis of accounting in the Superport's consolidated financial statements, effective May 6, 2009. The fair value of the assets and liabilities of Superport and its wholly owned subsidiaries have been push-downed and reflected in Superport's consolidated financial statements in connection with the acquisition of the 100% equity interest of Superport by the new shareholders on May 6, 2009, resulting in negative goodwill of $23,792,829. The negative goodwill was allocated on a pro rata basis to reduce the fair value of certain non-current assets as described below.

        Management makes estimates and judgments in determining the fair value of the assets acquired and liabilities assumed based on its experience in valuation of similar assets and liabilities with the assistance of an independent third party valuer. The allocation of the purchase price for property and equipment, intangible assets and related deferred income taxes was based upon valuation data at the date of the acquisition. If different judgments or assumptions were used, the amounts assigned to the individual acquired assets or liabilities could be materially different.

F-16

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE C—CHANGE OF OWNERSHIP OF SUPERPORT (Continued)

        Details of the fair value of the net assets of Superport and its subsidiaries on May 6, 2009 are as follows:

Total cash consideration paid by new owners for acquiring the 100% equity interests in Superport	$	73,839,040
Amounts assigned to each major asset and liability caption of Superport (after allocation of negative goodwill):
Cash	$	15,787,677
Current assets excluding cash		25,458,742
Equipment		13,868,714
Intangible assets		34,535,021
Current liabilities		(8,700,736	)
Non-current deferred income tax liabilities		(7,032,492	)
Long term liabilities		(77,886	)
Fair value of net assets of Superport and its subsidiaries	$	73,839,040

        The weighted average amortization period of the intangible assets acquired (customer relationships) is approximately 6 years.

        Negative goodwill of $23,792,829 was allocated to the following non-current assets:

Equipment	$	6,817,159
Intangible assets		16,975,670
	$	23,792,829

NOTE D—PREPAID EXPENSES, DEPOSIT AND OTHER RECEIVABLE

        At September 30, 2009 and 2010, prepaid expenses, deposit and other receivable were comprised of the following:

	2009		2010
Prepaid expenses	$	7,358	$	79,888
Deposit for purchase of equipment		14,801,144		10,076,666
Other receivable		50,080		51,112
Other deposit		—		22,370
	$	14,858,582	$	10,230,036

F-17

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE E—PROPERTY AND EQUIPMENT, NET

        At September 30, 2009 and 2010, property and equipment at cost and accumulated depreciation was:

	2009			2010
Automobile	$	137,591		$	218,095
Production equipment		13,657,333			65,895,296
Computer equipment		26,171			40,802
Computer software		533			544
Office equipment		28,530			29,662
		13,850,158			66,184,399
Less: accumulated depreciation		(360,350	)		(1,897,798	)
	$	13,489,808		$	64,286,601

        During the year ended September 30, 2007, Tianjin New Highland disposed of its production equipment located at the Dagang and Liaohe oilfield to third parties resulting in a gain on disposal of $359,423 and has leased them back under two separate operating leases. The gain on disposal of equipment is amortized over the leaseback period. The amount amortized for different periods is summarized as follows:

	Predecessor						Successor
	Period from October 1, 2007 to October 12, 2007		Fiscal Year Ended September 30, 2008		Period from October 1, 2008 to May 5, 2009		Period from May 6, 2009 to September 30, 2009		Fiscal Year Ended September 30, 2010
Gain on disposal of equipment	$	3,572	$	113,717	$	72,572	$	49,079	$	122,056

        The depreciation expenses included in the cost of sales and operating expenses for different periods are summarized as follows:

	Predecessor						Successor
Amount included in:	Period from October 1, 2007 to October 12, 2007		Fiscal Year Ended September 30, 2008		Period from October 1, 2008 to May 5, 2009		Period from May 6, 2009 to September 30, 2009		Fiscal Year Ended September 30, 2010
Cost of sales	$	43,537	$	759,901	$	484,940	$	351,104	$	1,473,253
Operating expenses		3,047		23,935		17,924		9,172		34,078
	$	46,584	$	783,836	$	502,864	$	360,276	$	1,507,331

F-18

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE F—INTANGIBLE ASSETS, NET

        At September 30, 2009 and 2010, intangible assets at cost and accumulated amortization were:

	2009			2010
Customer relationships	$	34,476,160		$	35,187,203
Patent of the MD Membrance		—			478,240
		34,476,160			35,665,443
Less: accumulated amortization		(2,399,133	)		(8,895,338	)
	$	32,077,027		$	26,770,105

        Tianjin New Highland purchased a patent of the MD Membrance from its inventors for RMB3,200,000 ($478,240). The patent will expire on January 4, 2019. The patent was transferred to Tianjin New Highland in May 2010.

        The amortization expenses included in the operating expenses for the periods indicated below are summarized as follows:

	Predecessor						Successor
	Period from October 1, 2007 to October 12, 2007		Fiscal Year ended September 30, 2008		Period from October 1, 2008 to May 5, 2009		Period from May 6, 2008 to September 30, 2009		Fiscal Year ended September 30, 2010
Amortization of intangible assets	$	—	$	2,690,125	$	1,716,785	$	2,398,641	$	6,332,845

        The estimated amortization expenses for each of the five succeeding fiscal years are as follows:

Year ending September 30,
2011	$	7,532,431
2012		6,633,750
2013		5,303,702
2014		5,303,702
2015 and thereafter		1,996,520
	$	26,770,105

NOTE G—LEASE COMMITMENTS

1. Obligations Under Capital Lease

        The Company acquired office equipment under a capital lease, repayable at RMB2,814 ($421) per month to December 2012. The liability includes imputed interest of 8.033% per annum.

	2009			2010
Balance at the end of the period	$	14,165		$	10,389
Less: current portion		(3,986	)		(4,395	)
Long term portion	$	10,179		$	5,994

F-19

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE G—LEASE COMMITMENTS (Continued)

        The aggregate amount of payments required in each of the next three years on the above indebtedness is as follows:

2011	$	5,047
2012		5,047
2013		1,277
		11,371
Less: amount representing interest		(982	)
	$	10,389

        The amortization amounts for the period from October 1, 2007 to October 12, 2007, the fiscal year ended September 30, 2008, period from October 1, 2008 to May 5, 2009, period from May 6, 2009 to September 30, 2009 and fiscal year ended September 30, 2010 were nil, $1,973, $2,437, $924 and $2,436, respectively.

2. Operating Leases

(a)

Operating Lease of Production Equipment

        Tianjin New Highland purchased nine units of downhole measuring equipment of RMB24,750,000 ($3,698,888) from a supplier and leased these units to Tianjin Botenear Petroleum Technology Co., Ltd ("Tianjin Botenear") pursuant to an equipment lease agreement for a term of five years from October 1, 2010. Tianjin Botenear agreed to pay Tianjin New Highland RMB 70,000 ($10,462) per month for each unit.

(b)

Lease of building and equipment

        The Company leases office buildings and equipment under non-cancelable operating leases expiring on July 9, 2013. At September 30, 2010, the future minimum rental payments required under these leases are as follows:

		Equipment		Office		Total
Year ending September 30,
	2011	$	327,296	$	265,164	$	592,460
	2012		—		237,141		237,141
	2013		—		179,649		179,649
Total future minimum rental payments		$	327,296	$	681,954	$	1,009,250

        The above future minimum rental payments are comprised of the following arrangements:

(i)

Lease of production equipment at Liaohe oil field

        Tianjin New Highland sold the production equipment at Liaohe oil field under a sale and lease back agreement (Note E). The monthly rental charge payable is RMB730,000 ($109,099) until December 31, 2010.

F-20

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE G—LEASE COMMITMENTS (Continued)

(ii)

Lease of Office Space

        Tianjin New Highland has three lease agreements for offices. The monthly rental charges payable are RMB62,500 ($9,341), RMB90,913 ($13,587) and RMB41,318 ($6,175) until December 31, 2010, June 30, 2013 and July 9, 2013, respectively.

NOTE H—OTHER PAYABLES AND ACCRUED LIABILITIES

        At September 30, 2009 and 2010, other payables and accrued liabilities were comprised of the following:

	2009		2010
Wages and benefits payable	$	1,257,747	$	1,697,541
Sales tax and individual income tax withheld for government		173,704		610,644
Other payable		326,869		109,435
	$	1,758,320	$	2,417,620

NOTE I—BANK LOAN AND WARRANTS

        On January 11, 2010, Tianjin New Highland entered into an Amended Facility Agreement with a group of financial institutions ("Lenders") for a loan of up to $65,000,000 of which $50,000,000 was utilized. As security for the loan, the Company pledged the receivables from sales and bank deposit certificates, mortgaged LHD units including existing units and those acquired by using this loan for financing, pledged the equity interests in the Company and its subsidiaries, and charged all assets in respect of International Petroleum and Superport. The interest rates are 4.5%, 6.5% and 8.5% per annum above the LIBOR for the first 12 months, the next 6 months and thereafter, respectively. The loan is repayable on January 21, 2015. The Lenders have a put option to request the repayment of the loan on July 23, 2012. The loan facility contains covenants that require Tianjin New Highland to maintain certain financial ratios and capital expenditure not exceeding pre-approved limits. Interest expenses for the fiscal year ended September 30, 2010 consist of interest on bank loan of $1,983,404 and interest on bank loan discount of $6,102,499.

        In consideration of the Facility Agreement, the major shareholder of Superport, Premium Sino, issued four series of warrants, namely Tranche A Warrants, Tranche B Warrants, Tranche C Warrants and Tranche D Warrants, to Lenders to enable them to purchase a certain percentage of Superport's diluted share capital from Premium Sino. Premium Sino is required to transfer its shares in Superport to warrant holders upon exercise of warrants. The maturity date of all the warrants issued is July 21, 2015. The warrants are exercisable before or after a qualifying initial offering transaction ("QIPO") event as described below. Upon the occurrence of certain exit events, Premium Sino is required to buy

F-21

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE I—BANK LOAN AND WARRANTS (Continued)

back the warrants from the warrant holders at a specified exit price calculated at time of exit. The terms of each tranche are summarized as follows:

(i)

Tranche A Warrants ("Warrant A")

        1,230,769 Tranche A Warrants were issued with an aggregate entitlement of 12.30769% of the fully diluted share capital of SinoTech. The exercise price of Warrant A under different scenarios is summarized as follows:

        If SinoTech achieves a QIPO before January 21, 2015, the warrant holders would be entitled to purchase the warrant share at the lower of 50% of the price of the shares in the QIPO and six times Tianjin New Highland's net income of the 12 months ending December 31, 2010 divided by the fully diluted share capital on the assumption that all the stock options and other rights have been exercised.

        If SinoTech does not have a QIPO before July 23, 2012 or elects not to have a QIPO, the warrant holders may request Premium Sino to purchase the warrants back from them at $8.905 per warrant.

(ii)

Tranche B Warrants ("Warrant B")

        538,462 Tranche B Warrants were issued with an aggregate entitlement of 5.38462% of the fully diluted share capital of SinoTech. The exercise price of Warrant B under different scenarios is summarized as follows:

        If SinoTech achieves a QIPO before January 21, 2015, the warrant holders would be entitled to purchase the warrant share at the lower of 50% of the price of the shares in the QIPO and eight times Tianjin New Highland's net income of the 12 months ending December 31, 2010 divided by the fully diluted share capital on the assumption that all the stock options and other rights have been exercised.

        If SinoTech does not have a QIPO before July 23, 2012 or elects not to have a QIPO, the warrant holders may request Premium Sino to purchase the warrants back from them at $8.905 per warrant.

(iii)

Tranche C Warrants

        384,615 Tranche C Warrants were issued with an aggregate entitlement of 3.84615% of the fully diluted share capital of SinoTech.

        If SinoTech achieves a QIPO before January 21, 2015, the warrant holders would be entitled to exercise the warrants for zero consideration to receive their percentage entitlement of the fully diluted share capital of SinoTech on the assumption that all the stock options and other rights have been exercised.

(iv)

Tranche D Warrants

        100,000 Tranche D Warrants were issued with an aggregate entitlement of 1.00% of the fully diluted share capital of SinoTech.

        If SinoTech achieves a QIPO before January 21, 2015, the warrant holders would be entitled to exercise the warrants for zero consideration to receive their percentage entitlement of the fully diluted

F-22

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE I—BANK LOAN AND WARRANTS (Continued)

share capital of SinoTech on the assumption that all the stock options and other rights have been exercised.

        For each of the Tranche A, B, C and D Warrants, there is also an adjustment to the aggregate entitlement of the fully diluted share capital of SinoTech if Tianjin New Highland cannot meet certain performance criteria for either the twelve months ending December 31, 2010 or 2011, respectively. If the net income of Tianjin New Highland is less than the guaranteed amount of $23.1 million and $34.6 million (subject to certain adjustments) for twelve months ending December 31, 2010 and 2011, respectively, the aggregate entitlement will be adjusted by multiplying the ratio of guaranteed amount to the actual net income for the twelve months ended December 31, 2010 and 2011 (the higher of each ratio for the twelve months ending December 31, 2011).

        The warrants issued by Premium Sino were for the purpose of the Company obtaining the bank loan. The fair value of the warrants has been recognized and pushed-down as warrant liabilities in the Company's financial statements with the corresponding amount recognized as the discount to the bank loan. Management makes estimates and judgments in determining the fair value of the warrants based on its experience in valuation of similar financial instruments with the assistance of an independent third party valuer. If different judgments or assumptions were used, the amount of fair value of warrants could be materially different. Further details of assumptions and basis applied have been set out in Note P.

        The fair value of warrants at issue date was estimated as $44,020,000 on January 8, 2010 and therefore warrant liabilities and discount to bank loan of $44,020,000 was recognized on issue date. The discount has to be amortized over the life of the bank loan. As a result, the amount of bank loan net of discount was $5,980,000 and $12,082,499 at issue date and at September 30, 2010, respectively. The warrants were re-valued at September 30, 2010 and therefore its fair value at September 30, 2010 amounted to $69,020,000. The fair value of the exercise price adjustment and adjustment to the aggregate entitlement of the fully diluted share capital of SinoTech were both $nil and any of these adjustments will have an impact on the consolidated statement of operations and comprehensive income upon occurrence.

        See also Note T(c).

NOTE J—RELATED PARTY TRANSACTIONS

        The rents paid by Tianjin New Highland on the use of office space provided by an former principal shareholder, who sold all his equity interest in Tianjin New Highland on October 12, 2007, at the periods indicated below are summarized as follows:

	Predecessor						Successor
	Period from October 1, 2007 to October 12 2007		Fiscal Year Ended September 30, 2008		Period from October 1, 2008 to May 5, 2009		Period from May 6, 2009 to September 30, 2009		Fiscal Year Ended September 30, 2010
Rent	$	1,661	$	170,232	$	88,752	$	48,432	$	110,108

F-23

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE J—RELATED PARTY TRANSACTIONS (Continued)

        The former principal shareholder was one of the shareholders of Tianjin New Highland who, together with the remaining shareholders of Tianjin New Highland, sold 100% equity interests in Tianjin New Highland to International Petroleum on October 12, 2007. The amount paid was an agreed amount below the market price. At September 30, 2009 and 2010, the Company had amounts of $82,367 and $84,066 due to the former principal shareholder, respectively. The amounts are in relation to rent payable and are due on demand and are non-interest bearing.

        In addition to the rental payable above, during the period from May 6, 2009 to September 30, 2009, the Company's sales to an entity controlled by a principal shareholder of the Company amounted to approximately $5,457,000.

        Prior to May 6, 2009, the Company had amounts due to the Sole Shareholder of International Petroleum and such amounts had been advanced by the Sole Shareholder of International Petroleum for financing the acquisition of Tianjin New Highland by International Petroleum. Upon the transfer of the ownership of Superport on May 6, 2009, this amount was transferred to the new shareholders of Superport accordingly. The amount due at September 30, 2009 and 2010 amounted to $5,088,580 and $8,122,513, respectively. The amount due is unsecured, interest-free and repayable on demand. If interest had been charged on the balance, the amount of interest incurred assuming an interest rate of 7% per annum would have been as follows:

	Predecessor				Successor
	Fiscal Year Ended September 30, 2008		Period from October 1, 2008 to May 5, 2009		Period from May 6, 2009 to September 30, 2009		Fiscal Year Ended September 30, 2010
Interest	$	374,929	$	211,546	$	144,432	$	536,898

NOTE K—RETAINED EARNINGS AND STATUTORY RESERVE FUNDS

        The Company's ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiary. Relevant China statutory laws and regulations permit payments of dividends by the Company's China subsidiary only out of its retained earnings, if any, as determined in accordance with China accounting standards and regulations. The results of operations reflected in the financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the Company's subsidiary. On June 25, 2010, Tianjin New Highland declared dividends to International Petroleum of RMB156,785,948 ($23,086,731).

        In accordance with the Regulations on Enterprises with Foreign Investment of China and its Articles of Association, the Company's subsidiary, being a foreign-invested enterprise established in China, is required to provide for certain statutory reserves, namely the general reserve fund, enterprise expansion fund and staff welfare and bonus fund, all of which are appropriated from net profit as reported in its China statutory accounts. The Company's subsidiary is required to allocate at least 10% of its after-tax profits to the general reserve fund until such fund has reached 50% of its registered

F-24

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE K—RETAINED EARNINGS AND STATUTORY RESERVE FUNDS (Continued)

capital. Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the board of directors of the Company's subsidiary.

        The general reserve fund and statutory surplus are restricted to set-off against losses, expansion of production and operation and increasing registered capital of the respective company. The staff welfare and bonus fund and statutory public welfare fund are restricted to the capital expenditures for the collective welfare of employees. The reserves are not allowed to be transferred to the Company in terms of cash dividends, loans or advances, nor are they available for distribution except under liquidation.

        The following is the summary of the reserve funds of Tianjin New Highland recorded as part of the retained earnings for the periods indicated below are summarized as follows:

	Reserve funds		Staff welfare funds		Total
Balance, September 30, 2008		3,160,355		267,523		3,427,878
Appropriation		1,666,269		—		1,666,269
Balance, September 30, 2009	$	4,826,624	$	267,523	$	5,094,147
Appropriation		2,147,959		—		2,147,959
Balance, September 30, 2010	$	6,974,583	$	267,523	$	7,242,106

        Because of the push-down accounting applied as set out in Note C, the retained earnings of the Company on a consolidated basis have been eliminated as of May 6, 2009. Therefore the above table sets out the information of reserve funds of Tianjin New Highland only and is not comparable to the Company's consolidated retained earnings or accumulated losses.

NOTE L—INCOME TAXES

        SinoTech is registered in Cayman Islands. Under the current laws of Cayman Islands, SinoTech is not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholding tax in Cayman Islands.

        Superport is registered in the British Virgin Islands. Under the current laws of the British Virgin Islands, Superport is not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholding tax in the British Virgin Islands.

        Pursuant to the Hong Kong profits tax laws, International Petroleum is subject to profits tax at an effective statutory rate of 16.5% for the fiscal year ended September 30, 2008, 2009 and 2010. Hong Kong profits tax has not been accrued for fiscal year ended September 30, 2009 and 2010 because International Petroleum incurred losses for tax purposes during the periods.

        Pursuant to the China Income Tax Laws, Tianjin New Highland is subject to enterprise income tax at an effective statutory rate of 27% for the fiscal year ended September 30, 2008 and a statutory rate of 25% for the fiscal years ended September 30, 2009 and 2010, respectively. As of September 30, 2010,

F-25

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE L—INCOME TAXES (Continued)

Tianjin New Highland accrued $3,541,873 (September 30, 2009: $1,427,734) for income taxes payable. Under the current China Income Tax Law, dividends paid by a China resident enterprise to any of its foreign non-resident enterprise investors are subject to a 10% withholding tax. A lower tax rate will be applied if such foreign non-resident enterprise investor's jurisdiction of incorporation has signed a tax treaty (in the case of payments to Hong Kong incorporated enterprises, the withholding tax is 5%) or arrangement for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income with China. Furthermore, pursuant to the applicable circular and interpretations of the current EIT Law, dividends from earnings created prior to 2008 but distributed after 2008 are not subject to withholding income tax.

        In accordance with the New CIT Law, enterprises established under the laws of foreign countries or regions and whose "place of effective management" is located within the PRC territory are considered PRC resident enterprises and subject to the PRC income tax at the rate of 25% on worldwide income. The definition of "place of effective management" refers to an establishment that exercises, in substance, overall management and control over the production and business, personnel, accounting, properties of an enterprise. If the Company's non-PRC incorporated entities are deemed PRC tax residents, such entities would be subject to PRC tax under the New CIT Law. The Company has analyzed the applicability of this law, as of September 30, 2010, and the Company has not accrued for PRC tax on such basis. The Company will continue to monitor changes in the interpretation or guidance of this law.

        Income tax expense (benefit) consists of the following:

	Predecessor								Successor
	Period from October 1, 2007 to October 12, 2007		Fiscal Year Ended September 30, 2008			Period from October 1, 2008 to May 5, 2009			Period from May 6, 2009 to September 30, 2009			Fiscal Year Ended September 30, 2010
Current income tax expense	$	38,591	$	4,135,236		$	3,122,780		$	2,144,083		$	7,038,897
Deferred income tax expense (benefit)		12,289		(1,138,808	)		(481,827	)		(534,958	)		(1,561,013	)
	$	50,880	$	2,996,428		$	2,640,953		$	1,609,125		$	5,477,884

F-26

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE L—INCOME TAXES (Continued)

        As SinoTech and Superport are not required to pay income tax in Cayman Islands and British Virgin Islands, respectively, the provision for income taxes differs from the amount computed by applying the statutory rates of Tianjin New Highland to the income before income tax provision due to the following:

	Predecessor									Successor
	Period from October 1, 2007 to October 12, 2007			Fiscal Year Ended September 30, 2008			Period from October 1, 2008 to May 5, 2009			Period from May 6, 2009 to September 30, 2009			Fiscal Year Ended September 30, 2010
Net income (loss) before provision for income taxes	$	140,525		$	14,639,532		$	11,946,939		$	6,829,333		$	(8,206,842	)
Statutory income tax rate		33	%		27	%		25	%		25	%		25	%
Income tax (recovery) at statutory rate	$	46,373		$	3,952,674		$	2,986,735		$	1,707,333		$	(2,051,711	)
Difference in tax rates		—			27			9			26			96
Non-deductible expenses (tax benefits)		4,507			(161,121	)		(345,791	)		(98,234	)		7,529,499
Effect on opening deferred tax resulting from changes in tax rates		—			(795,152	)		—			—			—
Income tax expense	$	50,880		$	2,996,428		$	2,640,953		$	1,609,125		$	5,477,884

        Future income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's net deferred tax liabilities as of September 30, 2009 and 2010 are as follows:

		September 30, 2009			September 30, 2010
Deferred tax liabilities:
Excess of accounting base over tax base
	relating to certain equipment	$	(1,533,769	)	$	(1,413,652	)
	relating to certain intangible assets		8,019,257			6,578,714
	relating to accrued interest expense		—			(134,709	)
	relating to net operating loss carry-forwards		(110	)		(298	)
		$	6,485,378		$	5,030,055

        As of September 30, 2010, the Company had net operating loss carry forwards of approximately $1,802, which can be carried forward to offset future taxable income The net operating loss carry forwards do not have an expiry date for utilization.

        The Company has evaluated its income tax uncertainty under ASC 740-10. ASC 740-10 clarifies the accounting for uncertainty in income taxes by prescribing the recognition threshold a tax position is required to meet before being recognized in the financial statements. The Company has elected to classify interest and penalties related to an uncertain tax position, if and when required, as part of income tax expense in the consolidated statements of operations. Based on the evaluation, there was no uncertain tax position taken on the Company's income tax returns.

        In general, the China tax authorities have up to five years to conduct examinations of the Company's tax filings. Accordingly, the China subsidiaries' tax years 2007 to 2010 remain open to examination by the respective taxing jurisdictions.

F-27

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE M—CONCENTRATION OF RISKS

(a)

Concentration of credit risks

        Financial instruments that potentially subject the Company to significant concentration of credit risk primarily consist of cash and cash equivalents, accounts receivable, other receivables prepaid expenses and deposits. As of September 30, 2010, the Company has $43,826,024 (2009: $26,170,565) in cash and cash equivalents, which is held in cash and bank deposits with several financial institutions in China and Hong Kong. Since the global financial crisis beginning in the third quarter of 2008, the risk of bankruptcy of those banks in which the Company has deposits or investments has increased significantly. In the event of bankruptcy of one of these financial institutions, the Company may not be able to claim its deposits or investments back in full. The Company continues to monitor the financial strength of the financial institutions.

        Accounts receivable are typically unsecured and derived from revenue earned from customers and agencies in China, which are exposed to credit risk. The risk is mitigated by credit evaluations the Company performs on its customers and its ongoing monitoring process of outstanding balances. The Company maintains reserves for estimated credit losses and these losses have generally been within expectations.

        Prepaid expenses made to suppliers are typically unsecured and raised from deposits paid in advance to suppliers for future purchase of Drilling equipment. The Company is the largest customer with long-term relationships with the suppliers. As of September 30, 2010, the Company had not experienced any difficulty in receiving their products after prepayment in advance.

(b)

Business and economic risks

        The Company participates in a dynamic high technology industry and believes that changes in any of the following areas could have a material adverse effect on the Company's future financial position, results of operations or cash flows: changes in the overall demand for services and products; changes in business offerings; competitive pressure due to new entrants; advances and new trends in new technologies and industry standards; changes in bandwidth suppliers; changes in certain strategic relationships or customer relationships; regulatory considerations; copyright regulations; and risks associated with the Company's ability to attract and retain employees necessary to support its growth.

(c)

Concentration of customers and suppliers

        The customers that accounts for more than 10% of the total revenue of Superport and its subsidiaries for different periods are summarized as follows:

	Predecessor			Successor
	Period from October 1, 2007 to October 12, 2007	Fiscal Year Ended September 30, 2008	Period from October 1, 2008 to May 5, 2009	Period from May 6, 2009 to September 30, 2009	Fiscal Year Ended September 30, 2010
Number of customers	3	3	3	4	5
Percentage of total revenue from each of these customers, respectively	54%, 36%, 10%	39%, 25%, 36%	34%, 21%, 40%	35%, 21%, 31%, 10%	28%, 23%, 20%, 15%, 10%

F-28

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE M—CONCENTRATION OF RISKS (Continued)

        The net sales to customers representing at least 10% of net total sales as well as relative accounts receivable balance are as follows. For a meaningful comparison of the level of concentration of sales, the following tables present the relevant amounts for the fiscal years ended September 30, 2008, 2009 and 2010.

	Year ended September 30, 2008
	Sales $		% of Total Sales			Accounts receivable $		% of Total A/R
CNPC Changqing Oilfield Company		11,428,116		35.52	%		5,420,354		43.35	%
Tianjin Dagang Shengkang Petroleum Technology Development Co. Ltd. ("Shengkang")		12,771,442		39.70	%		4,428,093		35.41	%
Panjin Xinglongtai District Hanyu Petroleum Technology Development Company Ltd. ("Panjin Hanyu")		7,970,144		24.78	%		2,656,634		21.24	%

	Year ended September 30, 2009
	Sales $		% of Total Sales			Accounts receivable $		% of Total A/R
Tianjin Dagang Shengkang Petroleum Technology Development Co. Ltd. ("Shengkang")		12,993,599		34.00	%		3,297,034		38.25	%
Panjin Xinglongtai District Hanyu Petroleum Technology Development Company Ltd. ("Panjin Hanyu")		8,113,374		21.23	%		2,007,472		23.29	%
Liaoning Ouya Dongdi Coalbed Gas Technology Co., Ltd. ("Liaoning Methane")		6,832,396		17.88	%		1,865,738		21.65	%
CNPC Changqing Oilfield Company		7,007,378		18.34	%		—		0.00	%

	Year ended September 30, 2010
	Sales $		% of Total Sales			Accounts receivable $		% of Total A/R
Hebei Daofu Oil Exploration Technology Development Ltd.		10,434,521		23.03	%		3,885,700		19.31	%
Daqing Huajian Petroleum Technology Co., Ltd.		12,614,649		27.84	%		6,523,493		32.42	%
Panjin Xinglongtai District Hanyu Petroleum Technology Development Company Ltd. ("Panjin Hanyu")		9,034,320		19.94	%		2,963,042		14.73	%
Liaoning Ouya Dongdi Coalbed Gas Technology Co., Ltd. ("Liaoning Methane")		6,685,067		14.75	%		1,965,118		9.77	%
Tianjin Botenear Petroleum Projects Limited ("Tianjin Botenear")		4,697,920		10.37	%		4,782,400		23.77	%

F-29

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE M—CONCENTRATION OF RISKS (Continued)

        The Company's operations could be adversely affected by significant political, economic and social uncertainties in China.

        The Company purchased its inventory supplies from a local supplier who produced Molecular Deposition Membrane solvents for its patent owner. The Company may have problems in fulfilling its contractual obligations if the local supplier cannot supply the solvents on time.

(i)

Service Contract with PetroChina Huabei Oilfield Company

        On July 17, 2008, Tianjin New Highland entered into a technology service contract with PetroChina Huabei Oil Field Company ("PetroChina Huabei") to improve oil production by using the MD technology at certain oilfields at Huabei Oilfield, Huabei, China. On April 1, 2010, Tianjin New Highland assigned the service contract to Hebei Daofu in return for a consideration of RMB25,725,000 ($3,844,601), payable at RMB1,225,000 ($183,076) per month until the end of the original contract on January 1, 2012.

(ii)

Service Contract with Liaoning Ouya Dongdi Coalbed Gas Technology Co., Ltd.

        On October 28, 2008, Tianjin New Highland entered into a technology service contract with Liaoning Ouya Dongdi Coalbed Gas Technology Co., Ltd. ("Liaoning Methane") to improve methane production by using the lateral hydraulic drilling technology in certain coal fields at Liaoning, China. Liaoning Methane will pay Tianjin New Highland RMB900 ($134.51) per meter drilled. The service contract is for one year until October 28, 2009. On October 26, 2009, the contract was renewed for another 2 years until October 26, 2011.

(iii)

Service Contract with Daqing Huajian Petroleum Technology Co., Ltd.

        On November 3, 2009, Tianjin New Highland entered into a two-year technology service contract with Daqing Yong Oil Extraction Technology Development Co. Ltd. ("Daqing Rongshi") to improve the crude oil production by using the lateral hydraulic drilling technology at certain oil fields at Heilongjiang, China. Subsequently, Daqing Rongshi notified Tianjin New Highland that it proposed to transfer the contract to Daqing Huajian Petroleum Technology Co., Ltd. ("Daqing Huajian"). Accordingly, on April 1, 2010, Tianjin New Highland entered into a two-year technology service contract with Daqing Huajian to improve the crude oil production by using the lateral hydraulic drilling technology at certain oil fields at Daqing, China.

        On May 24, 2010, Tianjin New Highland entered into a three-year technology service contract with Daqing Huajian to improve the crude oil production by using the lateral hydraulic drilling technology at certain oil fields at Daqing, China. The crude oil produced belongs to Daqing Huajian and Daqing Huajian will pay the Company RMB2,500 ($373.63) per meter drilled. The service contract is for three years until May 24, 2013.

(d)

Currency convertibility risk

        Substantially all of the Company's operating activities are transacted in Renminbi ("RMB"), which is not freely convertible into foreign currencies. All foreign exchange transactions take place either

F-30

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE M—CONCENTRATION OF RISKS (Continued)

through the People's Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People's Bank of China. Approval of foreign currency payments by the People's Bank of China or other regulatory institutions requires submitting a payment application form together with suppliers' invoices, shipping documents and signed contracts.

(e)

Foreign currency exchange rate risk

        The Company's exposure to foreign currency exchange rate risk primarily relates to cash and cash equivalents denominated in RMB. The functional currency of the Company is the RMB and the reporting currency is U.S. dollars. Since July 21, 2005, the RMB has been permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. The depreciation of the U.S. dollars against RMB was approximately 3.70% in 2009 and the depreciation of U.S. dollars against RMB was approximately 0.33% in 2010. Any significant revaluation of RMB may materially and adversely affect the cash flows, operating results and financial position of the Company. As a result, an appreciation of RMB against U.S. dollar would result in foreign currency translation gains when translating the net assets of the Company from RMB into the U.S. dollars.

        For the period from October 1, 2007 to October 12, 2007, fiscal year ended September 30, 2008, period from October 1, 2008 to May 5, 2009, period from May 6, 2009 to September 30, 2009 and fiscal year ended September 30, 2010, the net foreign currency translation gain resulting from the translation of the RMB functional currency to the U.S. dollar reporting currency recorded in the Company's other comprehensive income/(loss) was ($2,365), $3,661,210, $244,717, $3,301,824 and $2,185,419, respectively.

NOTE N—COMMITMENTS

        Service Contract with Dongying Luda Petrochemical Equipment Co., Ltd.

(a)

On August 31, 2010, Tianjin New Highland entered into a purchase contract with Dongying Luda Petrochemical Equipment Co. ("Dongying Luda") to purchase 9 units of downhill measuring equipment for a total price of RMB24,750,000 ($3,698,888). Tianjin New Highland will pay RMB2,750,000 ($410,988) per unit. Tianjin New Highland paid RMB22,275,000 ($3,328,999) on September 9, 2010. Payments amounting to RMB2,475,000 ($369,889) were outstanding as of September 30, 2010.

(b)

On January 11, 2010, Tianjin New Highland entered into a purchase contract with Dongying Luda to purchase 6 units of LHD equipments for a total price of RMB276,000,000 ($41,248,200). Tianjin New Highland will pay RMB46,000,000 ($6,874,700) per unit. Tianjin New Highland has paid RMB248,400,000 ($37,123,380) as of September 30, 2010 in accordance with the purchase contract. Payments amounting to RMB27,600,000 ($4,124,820) were outstanding as of September 30, 2010.

F-31

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE O—EARNINGS PER SHARE

        Basic earnings (loss) per share have been calculated as follows:

	Predecessor				Successor
	Fiscal Year Ended September 30, 2008		Period from October 1, 2008 to May 5, 2009		Period from May 6, 2009 to September 30, 2009		Year ended September 30, 2010
Numerator:
Net income (loss) attributable to shareholders	$	11,643,104	$	9,305,986	$	5,220,208	$	(13,684,726	)
Denominator:
Weighted average number of ordinary shares outstanding		100		100		100,000,000		100,000,000
Basic earnings (loss) per share	$	116,431	$	93,060	$	0.05	$	(0.14	)

        Although Sinotech and Superport did not legally exist with outstanding share capital until its incorporation on June 9, 2010 and March 20, 2009, respectively, the issuance of shares of SinoTech to all the Superport's shareholders in exchange for all the issued and outstanding shares of Superport has been treated for financial reporting purposes as if SinoTech had been in existence since the incorporation of Superport on March 20, 2009 and the transfer for equity interests in International Petroleum to Superport (a holding company) has been treated for financial reporting purposes as if Superport had been in existence since the incorporation of International Petroleum on September 10, 2007.

        SinoTech had undergone a forward share split of 1 to 10,000 on October 12, 2010. The consolidated financial statements have been restated to reflect the forward stock split as if it was effective on May 6, 2009.

        The Company did not have any potentially dilutive shares outstanding during all periods presented.

NOTE P—FAIR VALUE OF FINANCIAL INSTRUMENTS

(a)   Fair Value of Financial Instruments

        The fair values of the financial instruments described below as of September 30, 2009 and 2010 represent management's best estimates of the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. Those fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects management's own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by management based on the best information available in the circumstances.

F-32

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE P—FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

        The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

        Cash and cash equivalents, accounts receivable, other receivable, accounts payable, other payables and accrued liabilities and due to related parties: The carrying amounts, at face value or cost plus accrued interest, approximate fair value because of the short maturity of these instruments.

        Long-term bank loan: Uses rates currently available to the Company for debt with similar terms and remaining maturities to estimate the fair value. The estimated fair value at September 30, 2010 is approximately $49,830,000.

(b)   Fair Value Hierarchy

        The Company adopted ASC Topic 820 ("ASC 820") on October 1, 2008 for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

•

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

•

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

•

Level 3 inputs are unobservable inputs for the asset or liability.

        The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The fair value hierarchy information at each balance sheet date is presented as follows.

	Level 1		Level 2		Level 3
At September 30, 2010
Warrant liabilities	$	—	$	—	$	69,020,000

        Details of the warrants have been set out in Note I.

        The financial statements as of and for the predecessor periods ended September 30, 2009 do not include any nonrecurring or recurring fair value measurements relating to assets or liabilities for which the Company has adopted the provisions of ASC 820.

F-33

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE P—FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

        The movement of fair value measurements using unobservable inputs (Level 3) is presented as follows:

	Warrant liabilities
At October 1, 2009	$	—
Issue of warrants		44,020,000
Unrealized gains or losses included in consolidated statement of income		25,000,000
At September 30, 2010	$	69,020,000

        The unrealized gains or losses of $25,000,000 for the year ended September 30, 2010 has been shown as "changes in fair value of warrant liabilities" under other income and expenses in the consolidated statement of operations.

        To estimate the fair value of warrants, the Company used the Monte Carlo Simulation Model which simulates stock price paths through the geometric Brownian motion formulation which incorporates a drift rate, volatility and a Weiner process based on a random process modeled by the standard normal distribution and is a function of the square root of time. The significant inputs for the valuation model include the following:

Measurement date	(Date of issuance) January 8, 2010		September 30, 2010
Expected price per share for each of the Tranche A, B, C Warrants	$	2.67	$	4.12
Expected price per share for the Tranche D warrants	$	2.65	$	4.12
Expected exit event price per share	$	0.50	$	0.50
Fair yield to maturity		6.9%		5.6%
Volatility		58.0%		62.0%
Annual drift		2.6%		1.0%

NOTE Q—SALES AND COST OF SALES

        The Company has only one reportable segment. The Company's operations mainly include activities related to the oil recovery in China. The Company currently deploys 2 oil recovery methods, LHD and MDF. During the fiscal year ended September 30, 2010, the Company also provided consulting services to a customer in China.

        LHD: provides services through LHD rigs by using high-pressure water jets to drill horizontal tunnels from the vertical wellbore to increase the number of points of contact between the wellbore and the reservoir and hence improving the flow of oil and methane gas.

F-34

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE Q—SALES AND COST OF SALES (Continued)

        MDF: provides services in respect of MDF solution which is used to disperse into the oil reservoir through the network of water injection to displace residual oil.

        Consulting: In September 2010, Tianjin New Highland entered into a marketing development agreement with Tianjin Botenear Petroleum Projects Limited ("Tianjin Botenear") to develop the oilfield service market within the territory of the Republic of Kazakhstan. Tianjin New Highland agreed to procure oilfield service contracts for Tianjin Botenear for at least 40 oil wells, pursuant to which Tianjin Botenear will be responsible for implementing the services under those contracts. Tianjin Botenear paid Tianjin New Highland a service fee in the amount of RMB32,000,000 ($4,697,920) for the market development services.

        The sales and cost of sales of MDF, LHD and consulting for the periods indicated below are summarized as follows:

		Predecessor						Successor
		Period from October 1, 2007 to October 12, 2007		Fiscal Year Ended September 30, 2008		Period from October 1, 2008 to May 5, 2009		Period from May 6, 2009 to September 30, 2009		Fiscal Year Ended September 30, 2010
Sales
	LHD	$	84,402	$	11,343,635	$	9,073,401	$	5,270,010	$	21,200,906
	MDF		718,596		20,023,069		13,869,440		9,999,937		19,410,848
	Consulting		—		—		—		—		4,697,920
Total sales		$	802,998	$	31,366,704	$	22,942,841	$	15,269,947	$	45,309,674
Cost of sales
	LHD	$	48,223	$	3,533,717	$	2,795,776	$	1,617,882	$	7,098,062
	MDF		263,816		8,215,926		5,490,905		3,925,503		3,053,961
	Consulting		—		—		—		—		237,245
Total cost of sales		$	312,039	$	11,749,643	$	8,286,681	$	5,543,385	$	10,389,268
Gross profit of the period		$	490,959	$	19,617,061	$	14,656,160	$	9,726,562	$	34,920,406

NOTE R—EMPLOYEE DEFINED CONTRIBUTION PLAN

        The Company's full time employees in the PRC participate in a government-mandated multi-employer defined contribution plan pursuant to which certain medical care unemployment insurance, employee housing fund and other welfare benefits are provided to employees. PRC labor regulations require the Company to accrue for these benefits based on certain percentage of the employees' salaries, subject to a certain cap limit, depending on the location of employment.

NOTE S—CONTINGENT LIABILITIES

        At September 30, 2010, Tianjin New Highland has an overdue balance of $1,587,517 (September 30, 2009: $1,159,464) payable in relation to social security insurance and housing benefits

F-35

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE S—CONTINGENT LIABILITIES (Continued)

(included in wages and benefits payable in Note H), the related regulatory authorities may impose penalty charge on Tianjin New Highland at their discretion ranging from $1,057,783 to $3,173,349 (September 30, 2009: $845,001 to $2,535,002). Tianjin New Highland is not currently aware of any investigations or other circumstances that would indicate that these penalties will materialize.

NOTE T—SUBSEQUENT EVENTS

(a)

Adoption of 2010 Equity Incentive Plan (the "2010 Plan")

        On October 1, 2010, the Company adopted the 2010 Plan. The Board of Directors of the Company may grant incentive stock options up to 50 million shares for a maximum term of five years. The option holders may be granted the rights to exercise the option on a cashless basis. The Company may also grant other stock based awards, including shares of the Company.

(b)

Granting of stock options

        On November 3, 2010, the Company granted incentive stock options to a director and officer to purchase 470,588 shares at an exercise price of $1.27 per share. 60% of such options can be exercised on November 3, 2011, 20% of such options can be exercised on November 3, 2012 and the remaining 20% of such options can be exercised on November 3, 2013.

        On November 3, 2010, the Company also agreed to grant incentive stock options to a director to purchase 14,118 shares at an exercise price of $4.25 per share. 60% of such options can be exercised on November 3, 2011, 20% of such options can be exercised on November 3, 2012 and the remaining 20% of such options can be exercised on November 3, 2013.

(c)

All the warrants were exercised on November 3, 2010, the date of IPO of the Company.

        The warrant holders waived the requirement to make any adjustment to the aggregate entitlement of the fully diluted share capital of the Company on March 16, 2011. As such, no adjustment was raised to the aggregate entitlement of the fully diluted share capital of the Company.

(d)

Reorganization of the Company

        On June 9, 2010, SinoTech issued 1 share at $1.00 at par value to the subscriber as initial contribution. The Company was established in connection with the reorganization and initial public offering ("IPO") of Superport. On October 12, 2010, as part of a corporate reorganization, the Company underwent a share split, and the authorized share capital and issued share capital of the Company has increased to 500,000,000 shares and 10,000 ordinary shares with par value of $0.0001 each respectively, 99,990,000 new shares of par value of $0.0001 were issued to all the shareholders of Superport in exchange for all their beneficial interests in Superport.

        All ordinary shares and per share amounts presented in the successor consolidated financial statements have been retrospectively adjusted for the successor periods presented to give effect to the share split. The par value of each ordinary share have been retrospectively adjusted as if it had been in proportion to the 1 to 10,000 forward split.

F-36

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE T—SUBSEQUENT EVENTS (Continued)

(e)

Initial public offering and repayment of loan

        The Company had an initial public offering on November 3, 2010 and was listed on the Nasdaq Global Select Market under the trading symbol "CTE". The Company repaid the loan of $50,000,000 plus interest of $874,830 on November 8, 2011 with part of the proceeds from the IPO.

(f)

Purchase of additional LHD equipment

        On December 1, 2010, Tianjin New Highland signed a contract for purchase of an additional 10 units of LHD equipment for a total price of RMB437,000,000 ($65,309,650). Tianjin New Highland paid RMB262,200,000 ($39,185,790) on January 21, 2011 and future payments are due based on a delivery schedule of the LHD equipment.

(g)

Sub-contract with Panjin Hanyu

        On January 1, 2007, Tianjin New Highland signed a contract with China National Petroleum (Liaohe) Corp. ("CNPC Liaohe") to improve oil production by using the MD-1 (Molecular Deposition Membrane) flooding technology in certain oilfields at Panjin City, Liaoning Province, China. The crude oil produced belongs to CNPC Liaohe and CNPC Liaohe will pay the Company RMB680 ($101.63) per tonne for the services provided. The service contract is for four years until December 31, 2010. Tianjin New Highland installed the equipment necessary to carry out the its obligations under contract and then sub-contracted the day-to-day operations to a China local company, Panjin Hanyu. The sub-contract calls for Panjin Hanyu to run the operations independently including collection of the aforementioned service fee from CNPC Liaohe. Tianjin New Highland will then receive RMB300 ($44.84) per tonne of crude oil produced from Panjin Hanyu out of the original RMB680 ($101.63). Effectively Tianjin New Highland assigned the service contract to Panjin Hanyu in return for a sub-contracting fee of RMB300 ($44.84) per tonne of crude oil produced. After June 30, 2007, the Company had no operating cost at Liaohe other than the employee cost of technical staff located and rental equipment located at Liaohe. The service contract was renewed on October 12, 2010 between CNPC Liaohe and Panjin Hanyu for another two years until December 31, 2012.

        Tianjin New Highland signed a complementary service contract with Panjin Hanyu to provide the related technical support to Panjin Hanyu in return for RMB2,000,000 ($298,900) per month.

(h)

Sub-Contract with Shengkang

        On January 1, 2006, Tianjin New Highland entered into a technology service contract with PetroChina Dagang Oil Field Company ("PetroChina Dagang") to improve oil production by using the Molecular Deposition Membrane flooding ("MD") technology in certain oilfields at Dagang Oilfield, Tianjin, China. The crude oil produced belongs to PetroChina Dagang and PetroChina Dagang will pay the Company RMB480 ($71.74) per tonne for the services provided. The service contract is for five years until December 31, 2010. Tianjin New Highland is responsible for the installation of equipment, as well as providing the technicians and materials for the carrying out its obligations under the contract. Due to a shortage of funds for the initial investment, Tianjin New Highland assigned the Dagang oilfield contract to the Shengkang Group which completed the necessary initial capital investments.

F-37

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE T—SUBSEQUENT EVENTS (Continued)

Tianjin New Highland then signed an agreement with Shengkang to run the day-to-day operations of the project, with Shengkang paying Tianjin New Highland RMB300 ($44.84) per tonne of crude oil produced.

        Tianjin New Highland subsequently assigned the Dagang oilfield contract to a China local company, Hebei Daofu Oil Exploration Technology Development Ltd. ("Hebei Daofu") and a rescission agreement was entered into by Tianjin New Highland and Shengkang Group to terminate the assigned Dagang oilfield contract. As a result, on October 1, 2009, Tianjin New Highland, being the contracting party in the original contract with PetroChina Dagang, assigned the service contract to Hebei Daofu, in return for a consideration of RMB69,000,000 ($10,312,050), payable at RMB4,600,000 ($687,470) per month until the end of the original contract on December 31, 2010.

        The service contract between Tianjin New Highland and PetroChina Dagang was extended for another year until December 31, 2011 on December 20, 2010. Tianjin New Highland assigned the service contract to Hebei Daofu on December 20, 2010, in return for a consideration of RMB55,200,000 ($8,249,640), payable at RMB4,600,000 ($687,470) per month until the end of the contract on December 31, 2011.

(i)

Lease of Production Equipment

        In August 2010, pursuant to an equipment purchase agreement with Dongying Luda, the Company purchased nine units of certain measuring equipment used in oil wells for RMB24,750,000 ($3,698,888). The Company leases these nine units to Tianjin Botenear pursuant to an equipment lease agreement, which has a term of five years starting from October 1, 2010. Tianjin Botenear agreed to pay Tianjin New Highland RMB70,000 ($10,462) per month for each unit.

NOTE U—CONDENSED FINANCIAL INFORMATION OF SINOTECH

        The following is the condensed financial information of SinoTech on a non-consolidated basis:

Balance Sheet

		September 30, 2010
ASSET
Current
	Due from related party	$	1
		$	1
SHAREHOLDERS' EQUITY
Common Stock (50,000 shares authorized, 1 share at par value of $1 per share, issued and outstanding)		$	1
Additional paid in capital			—
Accumulated other comprehensive income			—
Retained earnings			—
Total shareholders' equity		$	1
Total liability and shareholders' equity		$	1

F-38

SINOTECH ENERGY LIMITED

Notes to the Consolidated Financial Statements (Continued)

Year Ended September 30, 2010

(Expressed in U.S. dollars)

NOTE U—CONDENSED FINANCIAL INFORMATION OF SINOTECH (Continued)

Statement of Cash Flows

		Period from June 9, 2010 (Date of incorporation) to September 30, 2010
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
	Issue of capital	$	1
	Repayment to a related party		(1	)
Net cash provided by (used in) financial activities		$	—
NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS			—
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			—
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	—

Statement of Shareholders' Equity

	Ordinary shares						Accumulated other comprehensive income (US $)
											Total shareholders' equity (US $)
	Number of shares (US $)		Amount (US $)		Additional Paid-in capital (US $)				Retained earnings (US $)
Balance at Jume 9, 2010 (Date of incorportation)	$	—	$	—	$	—	$	—	$	—	$	—
Issue of 1 share each $1		1		1		—		—		—		1
Net profit for the period		—		—		—		—		—		—
Balance at September 30, 2010	$	1	$	1	$	—	$	—	$	—	$	1

(a)

Basis of Presentation

        The SinoTech-only financial statements should be read in conjunction with the Company's consolidated financial statements. See Note A.

        The subsidiaries did not pay any dividend to SinoTech for the period presented.

        Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted by reference to the disclosures in the consolidated financial statements.

(b)

Commitments

        The Company does not have any significant commitments or long-term obligations as of any of the periods presented.

F-39

EX-4.65

Exhibit 4.65

LHD Service Cooperation Contract

Party A: Tianjin New Highland Science and Technology Development Co., Ltd.

Party B: Panjin City Xinglongtai District Hanyu Petroleum Technology Development Co., Ltd.

On the basis of equality and voluntariness, the parties enter into this contract through friendly consultation which concerns with relevant matters that Party A shall provide two LHD units and one testing equipment to Party B, and Party B shall provide LHD technical services jointly with Party A within the specified market area. Both parties shall abide by and execute the following terms of this contract.

Article I.Scope of Cooperation

The cooperation with respect to the LHD technological services between Party B and Party A shall be carried out in Liaohe oilfield and Jilin oilfield.

Article II.Term of Cooperation

The term of cooperation is three years, starting from January 1st, 2011 to December 31st, 2013.

Article III.Each Party’s Responsibilities

(i)Party A’s Responsibilities

1.Responsible for market development and technical exchange;

2.Responsible for working out the construction design for each well;

3.Responsible for technical guidance on on-site construction;

4.Responsible for providing consumables and accessories within the consumption quota free of charge; and responsible for contacting and assigning the suppliers of consumables and accessories in case that the quantity of used consumables has exceeded the quota;

5.Responsible for an annual major repair of the equipments (an annual major repair of the equipment starting from one year after the date of purchase) and bearing relevant expenses;

6.Responsible for providing technical trainings and technology update;

7.Responsible for supervising the quality of construction.

(ii)Party B’s Responsibilities

1.Responsible for organizing and completing construction according to the design in the area as agreed in this contract;

2.Responsible for safety and environmental protection control during construction. In case there is any environmental protection issue caused by a user, Party B and the user shall settle it through consultation; Party B shall bear all the consequences of any environment protection issue attributed to itself.

3.Responsible for assigning the suppliers for Party A and bearing relevant expenses in case that the quantity of used consumables and accessories has exceeded the quota;

4.The equipment is owned by Party A. In case there is any damage to the equipment caused by inappropriate use , Party A shall repair it and Party B shall bear the expenses;

5.Responsible for maintaining the relationship with the local network;

6.Responsible for maintenance of the market and customer relationship;

7.Responsible for appropriately using and preserving the equipment in accordance with the operation guidance book, and assisting Party A with the regular major repair;

8.Responsible for paying the monthly minimum service fee to Party A;

9.Cooperating with Party A in the technological research.

Article IV.Contract Price

Party A shall charge Party B a minimum service fee on the basis of the units provided: the annual minimum service fee for each LHD unit is RMB50, 000,000; the annual minimum service fee for each testing equipment is RMB2, 000,000.  Party B shall pay an annual minimum service fee to Party A in an amount of RMB102,000,000.  Party B shall pay the minimum service fees on a monthly basis in amount of RMB8,500,000.

Article V.Consumption Quota for Consumables and Accessories

With respect to each unit, Party A shall provide the consumables and accessories free for charge monthly in accordance with the following quota. Any part of the following that are spared shall be owned by Party A and any additional consumption that exceeds the quota shall be purchased by Party B from the suppliers designated by Party A at the expense of Party B.

Continuous steel pipe:	3500 m
Spraying hose:	100 m
Whipstock:	1
Sprinkle-nozzle:	10
Cardan shaft:	1
Motor:	1

Article VI.Liquidated Damage

If Party B fails to pay the fees on time, Party B shall pay 1‰ of the delayed payment as the liquidated damage for each day of delay.

Article VII.Confidentiality

During the term of this contract, both parties are obligated to keep the information confidential including all commercial documents, technological papers, data and materials obtained from the other party and not to disclose them to any third party except required by any mandatory provisions of law.

Article VIII.     Upon the termination of this contract, Party A has the right of first refusal to continue the cooperation with Party B.

Article IX.        If upon the termination of this contract the parties cease the cooperation, Party B undertakes not to engage in the same LHD service within 6 years from the termination date of this contract. Otherwise, Party B shall compensate Party A for the relevant losses of Party A.

Article X.Dispute Resolution

Any dispute arising out of or in connection with this contract shall be resolved by Party A and Party B through consultations. In case of failure of the consultation, either party has the right to bring a suit before a people’s court with jurisdiction in the area where Party A is domiciled.

Article XI.Miscellaneous

1.             The Lateral Hydraulic Drilling Technological Service Contract dated August 23, 2010 between Tianjin New Highland Science and Technology Development Co., Ltd. and Panjin City Xinglongtai District Hanyu Petroleum Technology Development Co., Ltd. is terminated upon the effective date of this contract.

2.             With respect to any unsettled issues or amendment, it shall be determined by the parties in the form of supplementary agreement through consultation which shall be in equal force with this contract.

3.             This contract is made in four copies with each party holding two copies which have equal legal force.

Party A: Tianjin New Highland Science and Technology Development Co., Ltd.

/company seal/

Legal representative or authorized representative:

Party B: Panjin City Xinglongtai District Hanyu Petroleum Technology Development Co., Ltd.

/company seal/

Legal representative or authorized representative:

Date: December 27, 2010

EX-4.66

Exhibit 4.66

LHD Service Cooperation Contract

Party A: Tianjin New Highland Science and Technology Development Co., Ltd.

Party B: Hebei Daofu Petroleum Exploration Technology Development Co., Ltd.

On the basis of equality and voluntariness, the parties enter into this contract through friendly consultation which concerns with relevant matters that Party A shall provide three LHD units and one testing equipment to Party B, and Party B shall provide LHD technical services jointly with Party A within the specified market area. Both parties shall abide by and execute the following terms of this contract.

Article I.Scope of Cooperation

The cooperation with respect to the LHD technological services between Party B and Party A shall be carried out in Dagang oilfield, Huabei oilfield, Jidong oilfield, Shengli oilfield and Zhongyuan oilfield.

Article II.Term of Cooperation

The term of cooperation is three years, starting from January 1st, 2011 to December 31st, 2013.

Article III.Each Party’s Responsibilities

(i)Party A’s Responsibilities

1.Responsible for market development and technical exchange;

2.Responsible for working out the construction design for each well;

3.Responsible for technical guidance on on-site construction;

4.Responsible for providing consumables and accessories within the consumption quota free of charge; and responsible for contacting and assigning the suppliers of consumables and accessories in case that the quantity of used consumables has exceeded the quota;

5.Responsible for an annual major repair of the equipments (an annual major repair of the equipment starting from one year after the date of purchase) and bearing relevant expenses;

6.Responsible for providing technical trainings and technology update;

7.Responsible for supervising the quality of construction.

(ii)Party B’s Responsibilities

1.Responsible for organizing and completing construction according to the design in the area as agreed in this contract;

2.Responsible for safety and environmental protection control during construction. In case there is any environmental protection issue caused by a user, Party B and the user shall settle it through consultation; Party B shall bear all the consequences of any environment protection issue attributed to itself.

3.Responsible for assigning the suppliers for Party A and bearing relevant expenses in case that the quantity of used consumables and accessories has exceeded the quota;

4.The equipment is owned by Party A. In case there is any damage to the equipment caused by inappropriate use , Party A shall repair it and Party B shall bear the expenses;

5.Responsible for maintaining the relationship with the local network;

6.Responsible for maintenance of the market and customer relationship;

7.Responsible for appropriately using and preserving the equipment in accordance with the operation guidance book, and assisting Party A with the regular major repair;

8.Responsible for paying the monthly minimum service fee to Party A;

9.Cooperating with Party A in the technological research.

Article IV.Contract Price

Party A shall charge Party B a minimum service fee on the basis of the units provided: the annual minimum service fee for each LHD unit is RMB50, 000,000; the annual minimum service fee for each testing equipment is RMB2, 000,000.  Party B shall pay an annual minimum service fee to Party A in an amount of RMB152,000,000.  Party B shall pay the minimum service fees on a monthly basis in amount of RMB12, 667,000.

Article V.Consumption Quota for Consumables and Accessories

With respect to each unit, Party A shall provide the consumables and accessories free for charge monthly in accordance with the following quota. Any part of the following that are spared shall be owned by Party A and any additional consumption that exceeds the quota shall be purchased by Party B from the suppliers designated by Party A at the expense of Party B.

Continuous steel pipe:	3500 m
Spraying hose:	100 m
Whipstock:	1
Sprinkle-nozzle:	10
Cardan shaft:	1
Motor:	1

Article VI.Liquidated Damage

If Party B fails to pay the fees on time, Party B shall pay 1‰ of the delayed payment as the liquidated damage for each day of delay.

Article VII.Confidentiality

During the term of this contract, both parties are obligated to keep the information confidential including all commercial documents, technological papers, data and materials obtained from the other party and not to disclose them to any third party except required by any mandatory provisions of law.

Article VIII.     Upon the termination of this contract, Party A has the right of first refusal to continue the cooperation with Party B.

Article IX.        If upon the termination of this contract the parties cease the cooperation, Party B undertakes not to engage in the same LHD service within 6 years from the termination date of this contract. Otherwise, Party B shall compensate Party A for the relevant losses of Party A.

Article X.Dispute Resolution

Any dispute arising out of or in connection with this contract shall be resolved by Party A and Party B through consultations. In case of failure of the consultation, either party has the right to bring a suit before a people’s court with jurisdiction in the area where Party A is domiciled.

Article XI.Miscellaneous

1.             The Lateral Hydraulic Drilling Technological Service Contract dated August 25, 2010 between Tianjin New Highland Science and Technology Development Co., Ltd. and Hebei Daofu Petroleum Exploration Technology Development Co., Ltd. is terminated upon the effective date of this contract.

2.             With respect to any unsettled issues or amendment, it shall be determined by the parties in the form of supplementary agreement through consultation which shall be in equal force with this contract.

3.             This contract is made in four copies with each party holding two copies which have equal legal force.

Party A: Tianjin New Highland Science and Technology Development Co., Ltd.

/company seal/

Legal representative or authorized representative:

Party B: Hebei Daofu Petroleum Exploration Technology Development Co., Ltd.

/company seal/

Legal representative or authorized representative:

Date: December 30, 2010

EX-4.67

Exhibit 4.67

LHD Unit Supply Contract

The Principal: Tianjin New Highland Science and Technology Development Co., Ltd. (hereinafter referred to as Party A)

The Agency: Dongying Luda Petrochemical Equipment Co., Ltd. (hereinafter referred to as Party B)

Place of Signature: Tianjin

Date of Signature: December 1, 2010

According to the “Contract Law of the People’s Republic of China” as well as other relevant laws and regulations, on the basis of equality and volition, the Parties agree to reach the following agreement on the appointment from Party A to Party B as to the purchase of long-distance hydraulic perforating drill:

Article 1 Scope of Appointment

Party B agrees to buy ten (10) sets of drills on behalf of Party A.

Article 2 Requirements for the drill and the ancillary equipment

A. Unit Speification: suit of Jet-DrillTM Semi Enclosed Skid Shallow Well Unit; and suit of Jet-DrillTM Semi Enclosed Skid Deep Well Unit.

B. Party B shall be responsible for the assembly, coordination and testing of the drilling equipment.

Article 3 Contract Price

The price of each set of the drill is RMB¥43,700,000.00). The total contract price for ten drills is RMB¥437,000,000.00);

Date of Delivery: the drills shall be delivered by three (3) batches:

The 1st batch: 1-2 drills shall be delivered before March 25, 2011;

The 2nd batch: 3-6 drills shall be delivered before July 25, 2011;

The 3rd batch: 7-10 drills shall be delivered before December 25, 2011.

Place of Delivery: Tianjin, all costs related to delivery shall be borne by Party B.

Article 4 Payment Terms

Payment shall be made on a progressive basis:

A. Party A shall pay Party B the initial amount of RMB262,200,000.00, which is sixty (60) percent of the total contract price, within fifteen (15) days of the signing of this Contract;

B. Within one (1) month prior to the delivery of the 1st batch of the drills, Party A shall pay Party B the second payment of RMB26,220,000.00 which is thirty (30) percent of the price of the 1st batch of the drills; and within thirty (30) days after the drills are inspected and accepted, Party A shall pay Party B the amount of RMB8,740,000.00 which is ten (10) percent of the price of the 1st batch of the drills;

C. Within one (1) month prior to the delivery of the 2nd batch of the drills, Party A shall pay Party B the third payment of RMB52,440,000.00 which is thirty (30) percent of the price of the 2nd batch of the drills; and within thirty (30) days after the drills are inspected and accepted, Party A shall pay Party B the amount of RMB17,480,000.00 which is ten (10) percent of the price of the 2nd batch of the drills;

D. Within one (1) month prior to the delivery of the 3rd batch of the drills, Party A shall pay Party B the fourth payment of RMB52,440,000.00 which is thirty (30) percent of the price of the 3rd batch of the drills; and within thirty (30) days after the Units are inspected and accepted, Party A shall pay Party B the amount of RMB17, 480,000.00 which is ten (10) percent of the price of the 3rd batch of the drills.

Article 5 Term of Entrustment

The term of entrustment shall last from December 1, 2010 to December 31, 2011.

Article 6 Transfer of Delegation

Party B may not delegate its obligations under this agreement to any third person.

Article 7 Inspection

Party A shall appoint a representative to inspect the units upon delivery of the equipment by Party B. The appointed representative shall sign on the bill of lading after inspection to confirm that all requirements are met. Party B has the obligation to assist Party A in making claims against the supplier if any defects in quality are discovered during the inspection.

Article 8 Party A’s Rights and Obligations

A. The right to acquire the drill equipment purchased by Party B for Party A under the Contract;

B. The right to be informed of the progress of the affairs entrusted to Party B;

C. Party A may not enter into private deals with clients introduced by Party B during the term of entrustment or within three (3) months after the expiration of the term;

D. Party A shall pay to Party B the contracted price after the Party B has fulfilled its obligations.

Article 9 Party B’s Rights and Obligations

A. The right to handle relevant procedures for the purchased Units, to complete the agency services under this Contract in a timely manner and to charge the contracted price;

B. Party B shall keep Party A informed of all details on the Units in a timely manner so as to protect Party A’s rights, and may not damage Party A’s interests by providing fraudulent information to Party A, withhold information on the actual circumstances of Party B, or conspire with other parties;

C. The warranty period for the purchased units is twelve (12) months from the acceptance date of the Units. Party B shall provide free repair and maintenance services on the purchased Units to Party A during the aforementioned warranty period;

D. Upon the signing of the Contract, Party B shall not charge Party A for any fees other than the contract price provided herein.

Article 10 Default Liability

A. Party A shall pay Party B liquidated damages at the daily rate of 1/10000 of the delayed payment in the case that Party A fails to make the payments as stipulated in the Contract;

B. Party B shall pay Party A liquidated damages at the daily rate of 1/10000 of the value of the delayed delivery in the case that Party B fails to deliver the purchased drills as stipulated in the Contract.

Article 11 Amendment and Termination of the Contract

Any Party who wishes to change the terms and conditions of this contract during the period of enforcement shall issue a notice in writing to the other Party. The terms and conditions may be changed or a supplementary agreement may be signed with the consent of the other Party within a period agreed upon by both Parties. The amended terms shall be duly noted.

Any supplementary agreements or other written documents signed by both Parties during the execution of the Contract shall constitute a part of this Contract with an equal legal effect.

Article 12 Dispute Resolution

All disputes arising from the execution of or in connection with the Contract shall be settled through friendly consultation between both Parties. In the case that no settlement can be reached between the two Parties, either Party can file a law suit with the competent people’s court that has jurisdiction in Tianjin.

Article 13 Miscellaneous

This Contract is made in two copies, with each Party holding one copy, and shall enter into effect upon the execution and affixation with seals by both Parties.

Party A (Seal): Tianjin New Highland Science and Technology Development Co., Ltd.

Authorized Representative:

/s/Guoqiang Xin

/company seal/

Party B (Seal): Dongying Luda Petrochemical Equipment Co., Ltd.

Authorized Representative:

/s/Xinkuan Quan

/company seal/

EX-4.68

Exhibit 4.68

Execution version

PREMIUM SINO FINANCE LIMITED

SINOTECH ENERGY LIMITED

SUPERPORT LIMITED

INTERNATIONAL PETROLEUM SERVICES CORPORATION LIMITED

MR. LIU QINGZENG

THIRD SUPPLEMENTAL INSTRUMENT TO INSTRUMENT CONSTITUTING TRANCHE A WARRANTS

CONTENTS

Clause		Page
1.	Interpretation	3
2.	Amendment And Restatement	3
3.	Notices	3
4.	Further Assurance	4
5.	Governing Law And Jurisdiction	4
6.	Effect	4
Schedule 1 Amended And Restated Instrument		11

THIS THIRD SUPPLEMENTAL INSTRUMENT is entered into by way of a deed poll on the 16th day of March 2011

BY:

(1)PREMIUM SINO FINANCE LIMITED, a BVI BusinessCompanyincorporated and existing under the laws of the British Virgin Islands with registration number 607520 (the “Issuer”);

(2)SINOTECH ENERGY LIMITED, a Cayman Islands exempted company incorporated and existing under the laws of the Cayman Islands with registration number 241866 (the “Listco”);

(3)SUPERPORT LIMITED, a BVI BusinessCompany incorporated and existing under the laws of the British Virgin Islands with registration number 1525496 (“Holdco”);

(4)INTERNATIONAL PETROLEUM SERVICES CORPORATION LIMITED, a company incorporated and existing under the laws of Hong Kong with registration number 1165755 (“Parentco”); and

(5)MR. LIU QINGZENG, (刘庆增), with passport number G27332374 issued by the People’s Republic of China (the “Founder”).

IN FAVOUR OF

(6)THE WARRANT HOLDERS (as defined below);

(7)THE INITIAL BENEFICIAL HOLDERS (as defined below);

(8)THE ADDITIONAL INITIAL BENEFICIAL HOLDERS (as defined below); and

(9)THE BENEFICIAL HOLDERS (as defined below).

WHEREAS:

A.The Issuer, Parentco, Holdco and the Founder executed an instrument by way of deed poll (the “Principal Instrument”) dated 8 January 2010 constituting the tranche A warrants, as amended and restated pursuant to a first supplemental instrument (the “First Supplemental Instrument”) dated 11 October 2010 and a second supplemental instrument dated 11 October 2010 (the “Second Supplemental Instrument”, and together with the Principal Instrument and the First Supplemental Instrument, the “Instruments”).

B.The Issuer and Deutsche Bank, AG executed a Warrant Agency Agreement dated 12 January 2010 (“Warrant Agency Agreement”) pursuant to the Principal Instrument appointing Deutsche Bank, AG as Administration Agent and Calculation Agent in respect of the Warrants.

C.The Listco and the Issuer wish to further amend and restate the Instruments (subject to the requisite Warrant Holders’ Consent) pursuant to this Third Supplemental Instrument

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(the “Third Supplemental Instrument”), in order to amend certain adjustment rights set out in the Instruments.

D.The parties have agreed to amend the Instruments to the extent set out in this Third Supplemental Instrument.

THIS INSTRUMENT WITNESSES as follows:

1.INTERPRETATION

All words and expressions defined in the Instruments shall where the context so requires and admits have the same meaning in this Third Supplemental Instrument and the principles of interpretation specified in Clauses 1.2 to 1.8 of the Principal Instrument shall where the context so requires and admits also apply to this Third Supplemental Instrument.  In addition, in this Third Supplemental Instrument the following expressions have the following meanings:

“Amendment Date” means the later of the date on which this Third Supplemental Instrument is executed and the date on which the Warrant Holders’ Consent is unconditionally obtained.

“Warrant Documents” means the Instruments, the Third Supplemental Instrument and the Warrant Agency Agreement.

“Warrant Holders’ Consent” means the Unanimous Written Consent given or to be given by the Warrant Holders under the Instruments pursuant to which the proposed amendments to the Instruments are approved.

2.AMENDMENT AND RESTATEMENT

2.1The Instruments (including, for the avoidance of doubt, the Warrants constituted and issued under the Instruments prior to the Amendment Date), with effect from the Amendment Date, shall stand amended and restated in the form set out in Schedule 1.

2.2This Third Supplemental Instrument is supplemental to the Instruments.

2.3Subject to the amendments to be effected to the Instruments and the Warrants hereunder, the Instruments and the Warrants shall remain in full force and effect and the Instruments and this Third Supplemental Instrument shall be read and construed together as one instrument.

3.NOTICES

3.1A memorandum of this Third Supplemental Instrument shall be endorsed on the original of the Principal Instrument by the Administration Agent.

3.2Any notice to be given for the purposes of this Third Supplemental Instrument shall be given in accordance with the provisions of paragraph 3 of Schedule 5 (Register, Transfers and Notices) of the Principal Instrument.

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4.FURTHER ASSURANCE

The Issuer, the Listco and the Warrant Guarantors jointly and severally undertake to execute all such other documents and comply with all such other requirements necessary to effect the amendments contemplated hereby and any other matter incidental thereto.

5.GOVERNING LAW AND JURISDICTION

5.1Governing law

This Third Supplemental Instrument is governed by and shall be construed in accordance with Hong Kong law.

5.2Jurisdiction

5.2.1The courts of Hong Kong shall have non-exclusive jurisdiction to settle any dispute arising from or connected with this Third Supplemental Instrument including, without limitation, a dispute regarding the existence, validity or termination of this Instrument or the consequences of its nullity (a “Dispute”).

5.2.2The parties agree that the courts of Hong Kong are the most appropriate and convenient forum to settle any Dispute and, accordingly, they will not argue to the contrary.

5.2.3No Warrant Holder shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, the Warrant Holders may take concurrent proceedings in any number of jurisdictions.

5.3Service of proceedings

Each of the Issuer, the Listco, each Warrant Guarantor and the Founder agrees that the documents which start any proceedings relating to a Dispute (“Proceedings”) and any other documents required to be served in relation to those Proceedings on the Issuer, the Listco, each Warrant Guarantor and the Founder (as the case may be) may be served on International Petroleum Services Corporation Limited of 1/F., Sunning Plaza, 10 Hysan Avenue, Causeway Bay, Hong Kong, on behalf of the Issuer, the Listco, each Warrant Guarantor (that is not incorporated in Hong Kong) and the Founder in accordance with Clause 3 (Notices) of Schedule 5 of the Principal Instrument, and each of the Issuer, the Listco, each Warrant Guarantor (that is not incorporated in Hong Kong) and the Founder irrevocably appoints such Person as its agent to accept service of Proceedings.  These documents may, however, be served in any other manner allowed by law.  This Clause applies to all Proceedings wherever started.

6.EFFECT

This Third Supplemental Instrument shall take effect as a deed poll, and shall take effect for the benefit of the Warrant Holders and the Beneficial Holders from time to time, and (in relation to any provision that is expressed for the benefit of or purports to grant any right to the Arranger) the Arranger.

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IN WITNESS WHEREOF this Third Supplemental Instrument has been executed by the Issuer, the Listco, Parentco, Holdco and the Founder as a deed poll and is intended to be and is hereby delivered on the date first above written.

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THE ISSUER

EXECUTED AS A DEED by	)
PREMIUM SINO FINANCE LIMITED	)
	)	/s/ Liu Qingzeng
	)	Duly Authorised Signatory
	)
	)	Name: Liu Qingzeng
	)	Title: Director
in the presence of:
/s/ Zhu Lingxia
Signature of witness
Name: Zhu Lingxia
Address: No. 19 Ronghua South Road, Beijing Economic and Technological Development Area

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EXECUTION

LISTCO
EXECUTED AS A DEED by	)
SINOTECH ENERGY LIMITED	)
	)	/s/ Liu Qingzeng
	)	Duly Authorised Signatory
	)
	)	Name: Liu Qingzeng
	)	Title: Director
in the presence of:
/s/ Zhu Lingxia
Signature of witness
Name: Zhu Lingxia
Address: No. 19 Ronghua South Road, Beijing Economic and Technological Development Area

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EXECUTION
HOLDCO
EXECUTED AS A DEED by	)
SUPERPORT LIMITED	)
	)	/s/ Liu Qingzeng
	)	Duly Authorised Signatory
	)
	)	Name: Liu Qingzeng
	)	Title:   Director
in the presence of:
/s/ Zhu Lingxia
Signature of witness
Name: Zhu Lingxia
Address: No. 19 Ronghua South Road, Beijing Economic and Technological Development Area

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EXECUTION
PARENTCO
THE COMMON SEAL OF		)
INTERNATIONAL PETROLEUM		)
SERVICES CORPORATION LIMITED		)
was hereto affixed		)
in the presence of:
Signature of witness:	/s/ Zhang Yanhua
Name of witness: Zhang Yanhua

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EXECUTION
THE FOUNDER
SIGNED, SEALED AND DELIVERED AS	)
A DEED by	)
MR. LIU QINGZENG	)	/s/ Liu Qingzeng
	)	Mr. Liu Qingzeng
in the presence of:
/s/ Zhu Lingxia
Signature of witness:
Name: Zhu Lingxia
Address: No. 19 Ronghua South Road, Beijing Economic and Technological Development Area

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SCHEDULE 1
AMENDED AND RESTATED INSTRUMENT

Execution version

PREMIUM SINO FINANCE LIMITED

SINOTECH ENERGY LIMITED

SUPERPORT LIMITED

INTERNATIONAL PETROLEUM SERVICES CORPORATION LIMITED

MR. LIU QINGZENG

AMENDED AND RESTATED INSTRUMENT RELATING TO

AN INSTRUMENT DATED 8 JANUARY 2010

CONSTITUTING TRANCHE A WARRANTS

CONTENTS

Clause		Page
1.	Interpretation	2
2.	Constitution And Form Of Warrants	17
3.	Register, Warrant Certificates And Designation	23
4.	Purchase Rights And Mechanics Of Exercise	24
5.	Qualifying IPO And Exit Event	32
6.	Put And Other Rights	34
7.	Undertakings	41
8.	Winding Up Of The Issuer Or The Company	46
9.	Transfer Of Warrants And Legends	47
10.	Agents And Arranger	48
11.	Variation Of Rights And Votes	49
12.	Warranties And Undertakings	52
13.	Guarantee	56
14.	Replacement Of Warrant Certificates	60
15.	Confidential Information	60
16.	Tax Gross Up	61
17.	No Set-Off	61
18.	Notices	62
19.	Partial Invalidity	62
20.	Default Interest	62
21.	Governing Law And Jurisdiction	62
22.	Effect	63
Schedule 1 Initial Beneficial Holders And Initial Warrants Held		64
Schedule 2 Form Of Global Warrant Certificate		66
Schedule 3 Form Of Individual Warrant Certificate		76
Schedule 4 Form Of Exercise Notice		84
Schedule 5 Register, Transfers And Notices		87
Schedule 6 Put Exercise Notice		92
Schedule 7 Put Payment		93
Schedule 8 Registration Rights		94
Schedule 9 Form Of Accession Undertaking		103
Schedule 10 Form Of Designation Notice		105

THIS AMENDED AND RESTATED INSTRUMENT is entered into by way of a deed poll on 16 March 2011

BY:

(1)PREMIUM SINO FINANCE LIMITED, a BVI BusinessCompanyincorporated and existing under the laws of the British Virgin Islands with registration number 607520 (the “Issuer”);

(2)SINOTECH ENERGY LIMITED, a Cayman Islands exempted company incorporated and existing under the laws of the Cayman Islands with registration number 241866 (the “Company”);

(3)SUPERPORT LIMITED, a BVI BusinessCompany incorporated and existing under the laws of the British Virgin Islands with registration number 1525496 (“Holdco”);

(4)INTERNATIONAL PETROLEUM SERVICES CORPORATION LIMITED, a company incorporated and existing under the laws of Hong Kong with registration number 1165755 (“Parentco”); and

(5)MR. LIU QINGZENG, (刘庆增), with passport number G27332374 issued by the People’s Republic of China (the “Founder”).

IN FAVOUR OF

(6)THE WARRANT HOLDERS (as defined below);

(7)THE INITIAL BENEFICIAL HOLDERS (as defined below);

(8)THE ADDITIONAL INITIAL BENEFICIAL HOLDERS (as defined below); and

(9)THE BENEFICIAL HOLDERS (as defined below).

WHEREAS:

A.The Issuer is the owner of a number of Ordinary Shares in the Company, and has agreed to issue warrants to acquire Ordinary Shares in the Company on the terms set out in this Instrument.

B.The Warrants will be in registered form.  Subject to the provisions of this Instrument, the Warrants will be represented by a global warrant certificate in substantially the form set out in Schedule 2 (Form of Global Warrant Certificate) (or with such amendments thereto as the Administration Agent may reasonably specify to comply with any requirements of any applicable Clearing System) (the “Global Warrant Certificate”), which will be exchangeable, in whole or in part,

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for Warrants in individual warrant certificates in substantially the form set out in Schedule 3 (Form of Individual Warrant Certificate) (the “Individual Warrant Certificates”) (together with the Global Warrant Certificate, the “Warrant Certificates” and each a “Warrant Certificate”) in the circumstances specified herein and therein.

C.The Issuer will, in relation to the Warrants, enter into an agency agreement (as amended or supplemented from time to time, the “Warrant Agency Agreement”) with Deutsche Bank AG, Hong Kong Branch as administration agent (the “Administration Agent”, which expression includes any successor administration agent appointed from time to time in connection with the Warrants) and Deutsche Bank AG, Hong Kong Branch as calculation agent (the “Calculation Agent”, which expression includes any successor calculation agent appointed from time to time in connection with the Warrants).

D.The Issuer wishes to constitute the Warrants by deed poll.

THIS INSTRUMENT WITNESSES as follows:

1.INTERPRETATION

1.1In this Instrument:

“Acceleration Notice” has the meaning given to it in Clause 6.2.2.

“Acceleration Put Event” has the meaning given to it in Clause 6.1.2.

“Accession Undertaking” means an accession undertaking in substantially the form set out in Schedule 9 (Form of Accession Undertaking).

“Accounting Principles” means US GAAP.

“Additional Initial Beneficial Holders” means each Person specified by the Arranger in a Designation Notice (given by the Arranger to the Administration Agent and Issuer and stated as relating to any Tranche (other than Tranche One)) as a Person for whose benefit any Warrants are to be issued by the Issuer pursuant to Clause 2.1.1(c).

“Additional Warrant Guarantor” means any person that becomes a party to this Instrument pursuant to Clause 13.9.3.

“Affiliate” means, in relation to any Person, a Subsidiary of that Person or a Holding Company of that Person or any other Subsidiary of any Holding Company of that Person.

“Agents” means the Administration Agent and the Calculation Agent.

“Applicable Laws” means, as to any Person, any law, statute, rule, regulation, notice, order, policy, or determination of an arbitrator or a court or other

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Government Authority or stock exchange, in each case applicable or binding upon such Person or any of its properties or to which such Person or any of its properties is subject or pertaining to any or all of the transactions contemplated or referred to herein.

“Approved Audit Firm” means any one of Deloitte, Ernst & Young, KPMG, PricewaterhouseCoopers and Grant Thornton as may be nominated by the Warrant Holders by Written Consent and agreed to by the Issuer (such consent not to be unreasonably withheld or delayed).

“Arranger” means Deutsche Bank AG, Hong Kong Branch.

“Beneficial Holder” means any accountholder or participant with a Clearing System which has, at any time, credited to its securities account with such Clearing System one or more Entries in respect of the Global Warrant Certificate or any of the Warrants represented thereby, except for any Clearing System in its capacity as an accountholder of the other Clearing System.

“Borrower” means Tianjin New Highland Science and Technology Development Co., Ltd., a wholly foreign-owned enterprise established under the laws of the PRC.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, the PRC, Hong Kong and Singapore and (in relation to any payment in US$) New York City.

“Cash Settlement” has the meaning given to it in Clause 4.4.1.

“Cash Settlement Account” has the meaning given to it in Clause 4.4.2.

“Cash Settlement Amount” has the meaning given to it in Clause 4.4.3.

“Clearing Systems” means Euroclear and Clearstream, Luxembourg.

“Clearstream, Luxembourg” means Clearstream Banking, société anonyme, Luxembourg.

“Common Depositary” means, in relation to a Clearing System, a common depositary in respect of such Clearing System.

“Company Entity” means the Company or any wholly-owned Subsidiary (direct or indirect) of the Company.

“Confidential Information” has the meaning given to it in Clause 15.1 (Confidentiality undertaking).

“Covered Entity” means the Borrower, Parentco, Holdco, the Company, any other member of the Group, the Issuer or the Founder.

“Co-Sale Notice” has the meaning given to it in Clause 6.6.1.

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“Co-Sale Securities” have the meaning given to it in Clause 6.6.1.

“Current Market Price” means in respect of any exercise of any of the Warrants (in whole or in part), (i) the offer price of Shares on a per Share basis offered to the public in (if such exercise is made in connection with a Qualifying IPO or after a Qualifying IPO) such Qualifying IPO as finally determined by the underwriters in respect of such Qualifying IPO; or (ii) (if such exercise is made in connection with an Exit Event), the Exit Price in respect of such exercise.

“Cut-off Date” means 5:00 p.m. on the Maturity Date.

“Default” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Designation Notice” means a notice in the form, or substantially in the form, set out in Schedule 10 (Form of Designation Notice).

“Determination Date” means, in relation to a Beneficial Holder:

(a)(in the case where such Beneficial Holder gives a Direct Rights Notice in accordance with Clause 2.4.1) the date of such Direct Rights Notice; or

(b)(in the case where such Beneficial Holder has not given a Direct Rights Notice in accordance with Clause 2.4.1 but any of the events or circumstances set out in Clause 2.4.2(a) or (b) occurs) the date of occurrence of such event or circumstance set out in Clause 2.4.2(a) or (b).

“Direct Rights” means the rights referred to in Clause 2.4 (Direct rights).

“Direct Rights Event” means, in relation to a Beneficial Holder at any time while the Global Warrant Certificate is outstanding, any of the following events:

(a)any of the Issuer, the Company, Parentco, Holdco, the Founder or any Additional Warrant Guarantor being in default of any of its obligations under this Instrument;

(b)the Warrant Holder failing (for any reason) to act (or refrain from acting) in accordance with the instructions of such Beneficial Holder with respect to its Entry (or any of the Warrants to which such Entry relate), duly transmitted via the applicable Clearing System, provided that such Beneficial Holder would have been entitled to so act (or so refrain from acting) if it were the Warrant Holder in respect of such Warrants; and/or

(c)such Beneficial Holder wishes to exercise or enforce any right or remedy in respect of any of the Warrants (to which any Entry of such Beneficial Holder relates) that is not capable of being exercised or enforced through the applicable Clearing System.

“Direct Rights Notice” has the meaning given to it in Clause 2.4 (Direct rights).

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“Dispute” has the meaning given to it in Clause 21.2 (Jurisdiction).

“Distribution” means any dividend, distribution (whether of assets, capital, profits or reserves, including without limitation the issue of Shares credited as fully paid or partly paid out of profits or reserves and issued in lieu of a cash dividend), payment or return of an income or capital nature.

“Encumbrance” means any mortgage, assignment of receivables, debenture, lien, charge, pledge, title retention, right to acquire, security interest, options, rights of first refusal and any other encumbrance or condition whatsoever.

“Entitlement” means, in relation to a Warrant Holder or Warrants held by a Warrant Holder, the total number of Warrant Shares which such Warrant Holder is entitled to purchase pursuant to the outstanding Warrants held by such Warrant Holder, expressed as a percentage of the Fully Diluted Share Capital, and as the same may be adjusted in accordance with the provisions of this Instrument and/or pursuant to any written agreement between the Issuer and the relevant Warrant Holder.

“Entry” means, in relation to the Global Warrant Certificate, any entry which is made in the securities account of any Person with a Clearing System in respect of any of the Warrants represented by the Global Warrant Certificate.

“Equity Interest” means, in relation to any Person:

(a)any shares of any class or capital stock of or equity interest in such Person or any depositary receipt in respect of any such shares, capital stock or equity interest;

(b)any securities convertible or exchangeable (whether at the option of the holder thereof or otherwise and whether such conversion is conditional or otherwise) into any such shares, capital stock, equity interest or depositary receipt, or any depositary receipt in respect of any such securities; or

(c)any option, warrant or other right to acquire any such shares, capital stock, capital interest, securities or depositary receipts referred to in paragraphs (a) and/or  (b).

“Equity Shares” means shares comprising the share capital of the Company.

“Euroclear” means Euroclear Bank S.A./N.V..

“Event of Default” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Exercise Date” has the meaning given to it in Clause 4.3.1.

“Exercise Notice” means a notice in the form, or substantially in the form, set out in Schedule 4 (Form of Exercise Notice).

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“Exercised Entitlement” has the meaning given to it in Clause 4.1.2.

“Exercising Warrant Holder” means a Warrant Holder who exercises its Purchase Rights (in whole or in part) in accordance with Clause 4 (Purchase Rights and Mechanics of Exercise).

“Exit Date” means the date on which an Exit Event occurs.

“Exit Event” means, prior to the occurrence of a Qualifying IPO:

(a)any Covered Entity shall, in any transaction or series of related transactions, sell, convey, or otherwise dispose (by lease, licence or otherwise) of all or a material part of its assets, property or business or merge or amalgamate with or into or consolidate with any other corporation, limited liability company or other entity other than:

(i)a disposal of assets by a Company Entity to another Company Entity; or

(ii)a solvent merger or amalgamation between a Company Entity with another Company Entity (and not involving any person that is not a Company Entity), where (if the Company is involved in such merger or amalgamation) the Company is the surviving entity and there are no Equity Interests in the Company (following such merger or amalgamation) other than Ordinary Shares); or

(b)any transaction or series of related transactions shall occur pursuant to which more than 40% of the shares or Equity Interests in a Covered Entity (other than the Founder) are issued, sold, transferred or conveyed to, or otherwise disposed of by, any person or person(s), other than:

(iii)any issuance, sale, transfer, conveyance or disposal of shares or Equity Interests in the Company in favour of the Issuer; or

(iv)any issuance, sale, transfer, conveyance or disposal of shares or Equity Interests in any Company Entity (other than the Company) in favour of another Company Entity.

“Exit Notice” has the meaning given to it in Clause 5.1.2.

“Exit Price” means the price for a Share to be determined in accordance with Clause 4.5 (Exit Price).

“Facility Agent” has the meaning given to it in the Facility Agreement.

“Facility Agreement” means the facility agreement dated on or about the date of this Instrument entered into by, among others, the Borrower and Deutsche Bank AG, Hong Kong Branch as co-ordinating arranger, Deutsche Bank AG, Hong Kong

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Branch as facility agent and DB Trustees (Hong Kong) Limited as security agent as supplemented, varied and/or amended from time to time.

“Finance Documents” has the meaning given to it in the Facility Agreement.

“First Calculation Date” means 31 December 2010.

“First Period” means the period of 12 full calendar months ending on the First Calculation Date.

“Fully Diluted Share Capital” means:

(a)as at the relevant time up to and including the occurrence of a Qualifying IPO, the aggregate of:

(1)all Equity Shares in issue; and

(2)all Equity Shares which would be issued if all the Outstanding Options for the time being had been exercised in full,

but excluding any Shares which would be issued in any share offering as part of any Qualifying IPO; and

(b)at any time after the occurrence of a Qualifying IPO, the Fully Diluted Share Capital (as at the occurrence of such Qualifying IPO) as determined in accordance with paragraph (a), provided that, if at any time or from time to time after the  QIPO Date, the Shares are changed into the same or a different number of Shares or any class or classes of Equity Shares of the Company, whether by subdivision, consolidation, reclassification or otherwise, in any such event, the Fully Diluted Share Capital as determined in accordance with paragraph (a) shall include or be replaced by (as the case requires) the kind and amount of Equity Shares and/or other securities and property receivable upon such subdivision, consolidation, reclassification or other change as if such subdivision, consolidation, reclassification or change had occurred immediately prior to the occurrence of the Qualifying IPO.

“Global Warrant Certificate” has the meaning given in the Recitals.

“Government Authority” means any national, provincial, municipal, city or local government or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through share or capital ownership or otherwise, by any of the foregoing.

“Group” means the Company and its Subsidiaries from time to time and a “member of the Group” is to be construed accordingly.

“Holding Company” means, in relation to a company, corporation or entity, any other company, corporation or entity in respect of which it is a Subsidiary.

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“Hong Kong Stock Exchange” means The Stock Exchange of Hong Kong Limited.

“IFRS” means International Financial Reporting Standards issued and/or adopted by the International Accounting Standards Board from time to time.

“Initial Beneficial Holders” means the Persons whose names are set out in Schedule 1 (Initial Beneficial Holders and Initial Warrants Held) (each an “Initial Beneficial Holder”).

“Initial Utilisation Date” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Intercompany Loan Agreement” means the loan agreement dated 6 May 2009 entered into between Premium Sino as borrower and Wise Worldwide as lender pursuant to which Premium Sino borrowed HK$45,000,000 from Wise Worldwide.

“Lender” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument) and “Lenders” shall be construed accordingly.

“Loan” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Majority Lenders” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Market Value” means, in relation to any shares in the capital of the Company or rights to purchase, subscribe for, or to convert securities into, shares in the capital of the Company, Warrants or any Warrant Shares (collectively “Relevant Securities”):

(a)the amount which the Warrant Holders (acting by Written Consent) and the Issuer (each acting reasonably) shall agree as being their market value; or

(b)in the absence of such agreement, the amount which the applicable Approved Audit Firm (appointed in accordance with Clause 6.4.2) states in writing to be in its opinion their market value, on the basis of a sale as between a willing seller and a willing buyer at arms’ length (as relevant) and, in determining such market value, the Approved Audit Firm shall be instructed in particular (where relevant):

(i)to have regard to the rights attached (or which would attach) to such Relevant Securities (and/or shares in the Company to which such Relevant Securities relate) in respect of income and capital but disregard any restrictions as to transfer;

(ii)to disregard whether such Relevant Securities (and/or shares in the Company to which such Relevant Securities relate) represent (or would represent) a minority interest; and

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(iii)if the Company (or any other Covered Entity) is then carrying on business as a going concern, to assume it will continue to do so.

“Maturity Date” means the date that is 60 Months after the Initial Utilisation Date.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)(subject to paragraph (c) below) if the numerically corresponding day in that next calendar month (in which that period is to end) is not a Business Day, that period shall end on the next Business Day in that next calendar month if there is one, or if there is not, on the immediately preceding Business Day in that next calendar month;

(b)if there is no numerically corresponding day in that next calendar month (in which that period is to end), that period shall end on the last Business Day in that next calendar month; and

(c)if any period begins on the last Business Day of a calendar month, that period shall end on the last Business Day in the calendar month in which that period is to end.

The above rules will only apply to the last Month of any period.

“Net Income” means, in respect of any period, the consolidated after-Tax net income of the Borrower for such period, as determined in accordance with Clause 4.2 (Determination of Net Income).

“No IPO Notice” has the meaning given to it in Clause 6.2.1.

“No IPO Put Event” has the meaning given to it in Clause 6.1.1.

“Obligors” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Offered Price” has the meaning given to it in Clause 6.5.1.

“Offered Shares” has the meaning given to it in Clause 6.5.1.

“Offeree” has the meaning given to it in Clause 6.5.5.

“Ordinary Shares” means ordinary shares in the share capital of the Company.

“Other Warrants” means any warrants (other than Transaction Warrants) relating to the purchase of shares in the Company, issued and/or to be issued by the Issuer pursuant to an Other Warrant Instrument.

“Other Warrant Holders” means the holders of Other Warrants as determined in accordance with the provisions of the Other Warrant Instruments applicable to such Other Warrants.

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“Other Warrant Instruments” means the warrant instrument(s) entered into or to be entered into by (among others) the Issuer as issuer, with prior written consent of the Arranger, pursuant to which the Issuer grants warrants entitling the holders thereof to purchase shares in the Company.

“Outstanding Options” means, at any relevant time, all outstanding options or outstanding rights (whether or not conditional or contingent and assuming full performance of any performance-linked rights), to subscribe for Equity Shares or securities which are convertible into Equity Shares.

“Period” means the First Period or the Second Period.

“Person” means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, Government Authority or other entity of any kind, and shall include any legal personal representatives, successor (by merger or otherwise) and permitted assigns of such entity.

“PRC” means the People’s Republic of China (excluding for such purposes Hong Kong, Macau and Taiwan).

“Proceedings” has the meaning given to it in Clause 21.3 (Service of proceedings).

“Purchase Price” means for each Warrant Share, the amount equivalent to the lower of the following:

(a)50% of the Current Market Price; and

(b)(subject to Clause 4.2.5 and any adjustments agreed between the Issuer and the Warrant Holders in writing) six (6) times the amount equal to the Net Income in respect of the First Period divided by the Fully Diluted Share Capital.

“Purchase Rights” means the rights of the Warrant Holders to purchase Warrant Shares from the Issuer pursuant to the Warrants, on the terms and subject to the conditions of this Instrument.

“Put Event” has the meaning given to it in Clause 6.1 (Put Events).

“Put Exercise Notice” means a notice in the form, or substantially in the form, set out in Schedule 6 (Put Exercise).

“Put Option Date” means the date falling 30 Months after the Initial Utilisation Date.

“Put Payment” means the amount payable to a Warrant Holder upon exercise of its Put Rights under Clause 6.3 (Purchase of Warrants) and to be determined in accordance with the provisions in Schedule 7 (Put Payment).

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“Put Payment Account” means, in relation to a Warrant Holder, the bank account stated in the relevant Put Exercise Notice given by such Warrant Holder or such other account as such Warrant Holder may designate by written notice to the Administration Agent, and into which the Put Payment relating to such Warrant Holder is to be paid.

“Put Rights” means the rights of the Warrant Holders to require the Issuer to purchase the Warrants pursuant to the provisions of Clause 6.3 (Purchase of Warrants).

“QIPO Date” means the date on which shares of the Company commence trading on the relevant stock exchange pursuant to a Qualifying IPO.

“QIPO Notice” has the meaning given to it in Clause 5.1.1.

“Qualifying IPO” means any initial public offering of shares of the Company on any Stock Exchange (and any reference in this Instrument to the “occurrence of a Qualifying IPO” or other terms having a similar effect shall mean the commencement of trading of the shares of the Company on the relevant Stock Exchange pursuant to a Qualifying IPO).

“Register” means the register of Warrant Holders required to be maintained pursuant to Schedule 5 (Register, Transfers and Notices).

“Relevant Party” means the Issuer, the Company, any other Warrant Guarantor the Calculation Agent or any Warrant Holder.

“Required Shares” has the meaning given to it in Clause 7.1.3.

“Revocation Notice” has the meaning given to it in Clause 5.2.1.

“ROFO Holders” has the meaning given to it in Clause 6.5.1.

“ROFO Offer” has the meaning given to it in Clause 6.5.2.

“ROFO Period” has the meaning given to it in Clause 6.5.3.

“ROFO Response” has the meaning given to it in Clause 6.5.3.

“ROFO Shares” has the meaning given to it in Clause 6.5.2.

“Second Calculation Date” means 31 December 2011.

“Second Period” means the period of 12 full calendar months ending on the Second Calculation Date.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Security Agent” has the meaning given to it in the Security Trust Deed.

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“Security” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Security Documents” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Security Trust Deed” means the security trust deed entered into or to be entered into between, among others, DB Trustees (Hong Kong) Limited as Security Agent, Deutsche Bank AG, Hong Kong Branch as Facility Agent and the Borrower.

“Share Pledge” means the share mortgage entered into or to be entered into between the Issuer, and DB Trustees (Hong Kong) Limited as Security Agent pursuant to which, among other things, the Issuer grants Security over certain of its shares in the Company.

“Shares” means the Ordinary Shares.

“Specified Office” has the meaning given in the Warrant Agency Agreement.

“Stated Per Cent” means, as at the date of this Instrument, sixteen per cent (16%) of the Fully Diluted Share Capital, as the same may be adjusted in accordance with the provisions of this Instrument and/or pursuant to any written agreement between the Issuer and the Warrant Holders.  As of the Initial Utilisation Date, each 100,000 Warrants shall represent an Entitlement of one per cent (1%) of the Fully Diluted Share Capital.

“Stock Exchange” means (i) the Hong Kong Stock Exchange or (ii) New York Stock Exchange or the NASDAQ Stock Market or (iii) any other internationally recognised stock exchange acceptable to the Warrant Holders (pursuant to a Written Consent), and on which any of the Shares are listed (or are to be listed) at any time.

“Subordination Deed” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Subsidiary” means in relation to any company, corporation or entity, a company, corporation or entity:

(a)which is controlled, directly or indirectly, by the first mentioned company, corporation or entity;

(b)more than half the issued share capital, registered capital or equity interest of which is beneficially owned, directly or indirectly by the first mentioned company, corporation or entity; or

(c)which is a Subsidiary of another Subsidiary of the first mentioned company, corporation or entity,

and for this purpose, a company, corporation or entity shall be treated as being controlled by another if that other company, corporation or entity is able to direct its

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affairs and/or to control the majority of the composition of its board of directors or equivalent body.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“this Instrument” means this Instrument and the Schedules (as from time to time modified in accordance with the provisions contained herein) and (unless the context requires otherwise) includes any deed poll or other document executed in accordance with the provisions hereof (as from time to time modified as aforesaid) and expressed to be supplemental hereto.

“Top-up Warrant Shares” means any Shares which the Issuer agrees in writing to transfer to a Warrant Holder and which relate to the Warrants.

“Total Commitments” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Total Entitlement” means, from time to time, the aggregate of the Entitlements of the Warrant Holders.

“Total Transaction Entitlement” means, from time to time, the aggregate of the Transaction Entitlements of the Transaction Warrant Holders.

“Tranche” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Tranche One” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Transaction Documents” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Transaction Entitlement” means, in relation to a Transaction Warrant Holder or Transaction Warrants held by a Transaction Warrant Holder, the total number of Transaction Warrant Shares for which such Transaction Warrant Holder is entitled to purchase (under the terms of the Transaction Warrant Instruments) pursuant to the outstanding Transaction Warrants held by such Transaction Warrant Holder, expressed as a percentage of the Fully Diluted Share Capital, and as the same may be adjusted in accordance with the provisions of the applicable Transaction Warrant Instruments.

“Transaction Written Consent” means the consent in writing of the Transaction Warrant Holders holding outstanding Transaction Warrants entitling them to purchase more than 50 per cent. of all the Transaction Warrant Shares which would be purchased if all the Transaction Entitlements of the outstanding Transaction Warrants are exercised to their maximum extent.

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“Transaction Warrants” means the warrants to purchase Ordinary Shares pursuant to the Transaction Warrant Instruments (including without limitation the Warrants).

“Transaction Warrant Holders” means (a) the Warrant Holders and (b) the holders of Transaction Warrants (other than the Warrants) as determined in accordance with the provisions of the Transaction Warrant Instruments applicable to such Transaction Warrants.

“Transaction Warrant Instruments” means any warrant instruments entered into by (among others) the Issuer as issuer, the Company, the Parentco and the Founder, pursuant to which the Issuer grants warrants entitling the holders thereof to purchase shares in the Company (including without limitation this Instrument).

“Transaction Warrant Shares” means the Ordinary Shares to be transferred by the Issuer upon the exercise of the purchase rights attaching to the Transaction Warrants (including without limitation the Warrant Shares).

“Transfer” has the meaning given to it in Clause 6.5.1.

“Transfer Notice” has the meaning given to it in Clause 6.5.1.

“Unanimous Written Consent” means the consent in writing of:

(a)the Warrant Holders holding outstanding Warrants entitling them to purchase 100% per cent. of all the Warrant Shares which would be purchased if all the Entitlements of the outstanding Warrants are exercised to their maximum extent; and

(b)(for the purposes of any amendment, modification, alteration, waiver or other matter requiring or expressed to require a “Unanimous Written Consent”) each Person that was a Beneficial Holder immediately prior to a Warrant Holder exercising (for the benefit of such Beneficial Holder) its Purchase Rights in full in respect of any of its Warrants, and whose rights or entitlement would be affected by such amendment, modification, alteration, waiver or other matter.

“US$” or “US Dollars” means United States dollars, the lawful currency of the United States of America.

“US GAAP” means generally accepted accounting principles in the United States of America.

“Utilisation” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Utilisation Date” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Warrant Certificate” has the meaning given in the Recitals.

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“Warrant Guarantors” means the Company, Parentco, Holdco, and each Additional Warrant Guarantor.

“Warrant Holder’s Group” means in respect of a Warrant Holder, the Warrant Holder and its Affiliates, and a “member of the Warrant Holder’s Group” shall be construed accordingly.

“Warrant Holders” means the Persons in whose names the Warrants are registered from time to time as evidenced by the Register, provided that:

(a)at all times during the period from the date of this Instrument to the time when the Global Warrant Certificate has been issued in accordance with Clause 2.1.1(b), each Initial Beneficial Holder shall be deemed to be a Warrant Holder; and

(b)with effect from the effectiveness of the issuance of any Warrants to or for the benefit any Person specified by the Arranger pursuant to Clause 2.1.1(c) until the time when the name of such Person is registered in the Register as the holder of such Warrants so issued to it (or the Global Warrant Certificate has been endorsed in accordance with Clause 2.1.1(d)(i) to reflect the issuance of such Warrants and the applicable nominee for a Common Depositary for the Clearing Systems has been entered into the Register as the Warrant Holder in respect of such Warrants), such Person shall be deemed to be a Warrant Holder holding such Warrants (in addition to any other Warrant Holders holding any other Warrants at such time),

and a “Warrant Holder” means any one of them.  For the avoidance of doubt, for the purposes of any rights or entitlement expressed to be given to a Warrant Holder under this Instrument after the exercise by such Warrant Holder of its Purchase Rights in full in respect of any of its Warrants, each Person that was a Beneficial Holder immediately prior to a Warrant Holder exercising (for the benefit of such Beneficial Holder) its Purchase Rights in full in respect of any Warrants shall be a “Warrant Holder” (with respect to such Warrants) notwithstanding that such Warrants shall have been exercised in full.

“Warrant Shares” means the Ordinary Shares to be transferred by the Issuer upon the exercise of the Purchase Rights attaching to the Warrants (and/or the Ordinary Shares (including Top-up Warrant Shares) to be transferred by the Issuer pursuant to any written agreement entered into between the Issuer and the Warrant Holders which relates to the Warrants).

“Warrants” means the warrants to purchase Ordinary Shares pursuant to this Instrument, with each 100,000 Warrants representing an Entitlement of one per cent. (1%) of the Fully Diluted Share Capital, and as the same may be adjusted in accordance with the provisions of this Instrument and/or pursuant to any written agreement between the Issuer and the Warrant Holders.

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“Written Consent” means the consent in writing of the Warrant Holders holding outstanding Warrants entitling them to purchase more than 50% per cent. of all the Warrant Shares which would be purchased if all the Entitlements of the outstanding Warrants are exercised to their maximum extent.

1.2The headings in this Instrument do not affect its interpretation.

1.3Unless otherwise specified herein or unless the context otherwise requires, in this Instrument a reference to:

1.3.1a Clause, paragraph or Schedule, unless specifically provided otherwise, is a reference to a clause or paragraph of, or schedule to, this Instrument;

1.3.2a statutory provision includes a reference to the statutory provision as modified or re-enacted or both from time to time after the date of this Instrument and any subordinate legislation made or other thing done under the statutory provision after the date of this Instrument;

1.3.3the singular includes the plural and vice versa (unless the context requires otherwise);

1.3.4words incorporating one gender shall include each gender;

1.3.5“parties” means the Company, the Issuer, Parentco, Holdco, each other Warrant Guarantor, the Founder, the Administration Agent and the Calculation Agent and a “party” shall be construed accordingly;

1.3.6the Administration Agent, the Calculation Agent, the Facility Agent, the Company, the Issuer, Parentco, Holdco, any Additional Warrant Guarantor, the Founder, any Warrant Holder, any Lender or any Secured Party shall be construed so as to include its successors in title, permitted assigns and permitted transferees; and

1.3.7the Facility Agreement or any other agreement or instrument is a reference to that Facility Agreement or other agreement or instrument as amended, supplemented or novated from time to time.

1.4Unless otherwise defined herein or unless the context otherwise requires, (a) terms and expressions defined in or construed for the purposes of the Facility Agreement (in the form subsisting as at the date of this Instrument) shall have the same meaning in this Instrument and (b) the rules of construction set out in Clauses 1.2 (Construction) and1.3(Currency symbols and definitions) of the Facility Agreement (in the form subsisting as at the date of this Instrument) shall have the same meaning in this Instrument.

1.5The Schedules to this Instrument form part of it and shall have the same force and effect as if expressly set out in the body of this Instrument.

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1.6Unless a contrary indication appears, any reference in this Instrument to a time of day is a reference to Hong Kong time.

1.7

1.7.1If any obligations under this Instrument fall due on a day or date which is not a Business Day, such obligations shall instead fall due on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

1.7.2During any extension of the due date for payment of any amount pursuant to Clause 1.7.1above, interest is payable on such amount at the rate payable on the original due date.

1.8The liabilities and obligations of the Issuer and the Founder under this Instrument shall be joint and several.

1.9Certain provisions of this Instrument are summaries of the Warrant Agency Agreement and subject to its detailed provisions.  The Warrant Holders shall be bound by, and shall be deemed to have notice of all the provisions of the Warrant Agency Agreement applicable to them.  With effect from no later than the Initial Utilisation Date, copies of the Warrant Agency Agreement are available for inspection during normal business hours at the Specified Office of the Administration Agent.

2.CONSTITUTION AND FORM OF WARRANTS

2.1Issue of Warrants

2.1.1The Issuer:

(a)hereby constitutes and issues, with effect from the Initial Utilisation Date, for the benefit of each Initial Beneficial Holder, Warrants in such number and with such initial Entitlements as set out opposite the name of such Initial Beneficial Holder in Schedule 1 (Initial Beneficial Holders and Initial Warrants Held) (being in aggregate 1,230,769 Warrants with an aggregate Entitlement of 12.30769% of the Fully Diluted Share Capital), with each 100,000 Warrants representing an Entitlement of one per cent (1%) of the Fully Diluted Share Capital;

(b)shall, on the Initial Utilisation Date:

(i)cause all of the Warrants referred to in Clause 2.1.1(a) to be deposited into Euroclear and be represented by a Global Warrant Certificate;

(ii)issue to a nominee of a Common Depositary for the Clearing Systems (as specified by the Arranger) (and deposit with or

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procure the Administration Agent to deposit with such nominee) a Global Warrant Certificate representing all of the Warrants referred to in Clause 2.1.1(a) and procure that the name of such nominee be entered into the Register as the Warrant Holder in respect of such Warrants; and

(iii)ensure that the securities account with the Clearing Systems of each Initial Beneficial Holder is credited with an Entry in respect of beneficial interests in Warrants, in such number and with such initial Entitlements as set out opposite the name of such Initial Beneficial Holder in Schedule 1 (Initial Beneficial Holders and Initial Warrants Held);

(c)hereby constitutes and issues with effect from the Utilisation Date for the Loan under each Tranche (other than Tranche One), for the benefit of each Additional Initial Beneficial Holder (specified by the Arranger in a Designation Notice given by the Arranger to the Administration Agent and the Issuer prior to such Utilisation Date and stated as relating to such Tranche, which Designation Notice has been executed by the Arranger and each such Additional Initial Beneficial Holder specified therein), Warrants in such number and with such initial Entitlements as set out beside the name of such Additional Initial Beneficial Holder in such Designation Notice, provided that (A) the aggregate Entitlements of the Warrants so issued by the Issuer on such Utilisation Date shall be equal to the Stated Per Cent multiplied by the fraction borne by the amount of such Loan made on such Utilisation Date to US$65,000,0000, (B) the Entitlement represented by each such Warrant shall be equal to the Entitlement represented by each other Warrant that has been issued under this Instrument and that has not been exercised in whole or in part, and (C) the aggregate number of Transaction Warrants (including Warrants) to be issued by the Issuer on such Utilisation Date (“Additional Transactional Warrants”) shall be issued pro rata (by reference to the Stated Per Cent as defined in each relevant Transaction Warrant Instrument) under the respective Transaction Warrant Instruments pursuant to which the Additional Transaction Warrants are so issued; and

(d)shall, on the Utilisation Date for the Loan under each Tranche (other than Tranche One):

(i)if the Warrants outstanding immediately prior to such Utilisation Date are then represented by the Global Warrant Certificate held by a nominee for a Common Depositary for the Clearing Systems and no Beneficial Holder has given a Direct Rights Notice in accordance with Clause 2.4 (Direct rights) and none of

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the events or circumstances falling within Clause 2.4.2(a) or (b) has occurred):

(1)cause all of the Warrants to be issued on such Utilisation Date in accordance with Clause 2.1.1(c) to be deposited into such Clearing System and be represented by the Global Warrant Certificate;

(2)ensure that the Global Warrant Certificate shall be endorsed (by way of noting by the Administration Agent on the First Schedule to the Global Warrant Certificate) to reflect the issuance of such Warrants and increase in the number of Warrants and Entitlements represented by the Global Warrant Certificate (and ensure that the Global Warrant Certificate as so endorsed shall be deposited with such nominee for such Common Depositary), and procure that the name of the Warrant Holder (in respect of the Global Warrant Certificate) be entered into the Register as the Warrant Holder in respect of such Warrants to be issued on such Utilisation Date in accordance with Clause 2.1.1(c); and

(3)ensure that the securities account with the Clearing Systems of each such Additional Initial Beneficial Holder is credited with an Entry in respect of beneficial interests in Warrants, in such number and with such initial Entitlements as set out opposite the name of such Additional Initial Beneficial Holder in such Designation Notice, provided that the aggregate of such initial Entitlements (as so specified in such Designation Notice) shall be equal to the aggregate Entitlements of the Warrants to be so issued on such Utilisation Date in accordance with Clause 2.1.1(c); or

(ii)if any of the Warrants outstanding immediately prior to such Utilisation Date are not then represented by the Global Warrant Certificate held by a nominee for a Common Depositary for the Clearing Systems or any Beneficial Holder has given a Direct Rights Notice in accordance with Clause 2.4 (Direct rights) or any of the events or circumstances falling within Clause 2.4.2(a) or (b) has occurred):

(1)cause an Individual Warrant Certificate to be issued to each such Additional Initial Beneficial Holder to represent such Warrants to be so issued for the benefit of such Additional

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Initial Beneficial Holder in accordance with Clause 2.1.1(c); and

(2)procure that the name of each such Additional Initial Beneficial Holder to be entered into the Register as the Warrant Holder in respect of such Warrants to be so issued for the benefit of such Additional Initial Beneficial Holder in accordance with Clause 2.1.1(c).

Each Warrant issued under this Clause shall carry the right (but not the obligation) for the Warrant Holder (in respect of such Warrant) to purchase from the Issuer at the Purchase Price per Warrant Share for an aggregate number of Warrant Shares representing the Entitlement attributable to such Warrant, (in each case) on the terms and subject to the conditions set out in this Instrument and with such other rights as set out in this Instrument.

2.1.2The Warrants (and the Entitlements attributable to such Warrants) shall only become effective and enforceable in accordance with their terms (but shall automatically become effective and enforceable in accordance with their terms) as follows:

(a)in the case of the Warrants (and the Entitlements attributable to such Warrants) referred to in Clause 2.1.1(a), on the Initial Utilisation Date; and

(b)in the case of the Warrants (and the Entitlements attributable to such Warrants) referred to in Clause 2.1.1(c), on the applicable Utilisation Date referred to in Clause 2.1.1(c).

2.1.3The Issuer shall ensure that the Warrant Agency Agreement is executed and delivered to the Administration Agent and the Calculation Agent no later than the date on which the first Utilisation Request is delivered under the Facility Agreement.

2.1.4All Warrants issued hereunder (including any Warrants issued or effective as of any Utilisation Date as referred to in Clause 2.1.1(c)) shall form a single series of Warrants.

2.1.5The Warrants are issued in registered form.

2.1.6At any time when any Warrants are represented by a Global Warrant Certificate and such Global Warrant Certificate is deposited with a nominee for a Common Depositary for the Clearing Systems:

(a)the rights conferred on the Warrant Holder of the Global Warrant Certificate pursuant to the terms of such Global Warrant Certificate and this Instrument are held for the benefit of the Beneficial Holders

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in accordance with their respective interests in the number of Warrants and the Entitlements relating to such Warrants evidenced by their respective Entries; and

(b)the rules for the time being of the Clearing Systems shall govern the manner in which the Warrant Holder of the Global Warrant Certificate shall act and exercise its rights in respect of such Warrants in accordance with the instructions from time to time of such Beneficial Holders in respect of their respective Entries.

2.2Undertakings

Each party undertakes to comply with the terms and conditions of this Instrument and the obligations expressed to be undertaken by it in each Warrant Certificate and specifically, but without limitation, to do all such things and execute all such documents necessary in order to give effect to the Purchase Rights, the Put Rights and such other rights hereunder and thereunder conferred on the Warrant Holders in accordance with the terms of this Instrument and each Warrant Certificate.

2.3Binding effect

The Warrants are issued on the terms and conditions of this Instrument, which are binding upon the Issuer, the Company, Parentco, Holdco, each Additional Warrant Guarantor, the Founder, each Warrant Holder and each Beneficial Holder and all Persons claiming through or under any of them.

2.4Direct rights

2.4.1If at any time any Warrants are represented by a Global Warrant Certificate and a Direct Rights Event occurs with respect to any Beneficial Holder (which has an Entry relating to any such Warrants), such Beneficial Holder shall be entitled to require, by notice to the Administration Agent (“Direct Rights Notice”), the issue to it of such number of Individual Warrant Certificates representing in aggregate such number of Warrants (and with such aggregate Entitlements) equal to the aggregate number of Warrants (and, as applicable, the aggregate Entitlements) to which such Beneficial Holder’s Entry relates as at the Determination Date in respect of such Beneficial Holder, in exchange (in part) for such Global Warrant Certificate.  Upon issuance of such Individual Warrant Certificates in respect of any such Warrants, the number and Entitlements of Warrants represented by such Global Warrant Certificate shall be reduced accordingly (by the number (and, as the case may be, the Entitlements) of such Warrants to which such Individual Warrant Certificates so issued relate).

2.4.2If at any time any Warrants are represented by a Global Warrant Certificate and:

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(a)Euroclear Bank S.A./N.V. or Clearstream, Luxembourg is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business; or

(b)a Direct Rights Event occurs with respect to any Beneficial Holder, and the Beneficial Holders whose Entries (immediately prior to the giving by any Beneficial Holder of any Direct Rights Notice in respect of such Direct Rights Event) in aggregate relate to 50% or more of the Warrants represented by such Global Warrant Certificate (immediately prior to the giving by any Beneficial Holder of any Direct Rights Notice in respect of such Direct Rights Event) give Direct Rights Notices, whether separately or together, to the Administration Agent in accordance with Clause 2.4.1,

such Global Note Certificate shall be exchanged in whole (but not in part) into Individual Warrant Certificates issued in favour of each of the Beneficial Holders, each representing in aggregate such number of Warrants (and with such aggregate Entitlements) equal to the aggregate number of Warrants (and, as applicable, the aggregate Entitlements) to which such Beneficial Holder’s Entry relates as at the Determination Date in respect of such Beneficial Holder.

2.4.3If:

(a)a Direct Rights Event occurs with respect to any Beneficial Holder and such Beneficial Holder gives a Direct Rights Notice in accordance with Clause 2.4.1, such Beneficial Holder; or

(b)any of the events or circumstances set out in Clause 2.4.2(a) or (b) occurs, each Beneficial Holder,

shall have against each of the Issuer, Company, Parentco, Holdco, the Founder and each Additional Warrant Guarantor, all rights (“Direct Rights”) which such Beneficial Holder would have had in respect of the Warrants if, immediately before the Determination Date in respect of such Beneficial Holder, it had been the Warrant Holder of Warrants in such number (and with such Entitlements) equal to the aggregate number of Warrants (and, as applicable the aggregate Entitlements) to which such Beneficial Holder’s Entry relates and a duly completed, executed and authenticated Individual Warrant Certificate had been issued to such Beneficial Holder in respect of such Warrants, including (without limitation) the Purchase Rights and Put Rights represented by such Warrants (and as if such Individual Warrant Certificate had (where required by this Instrument, the Warrant Agency Agreement or the terms of such Individual Warrant Certificate) been duly presented and (where required by this Instrument, the

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Warrant Agency Agreement or the terms of such Individual Warrant Certificate) surrendered on the due date in accordance with this Instrument, the Warrant Agency Agreement and the terms of such Individual Warrant Certificate).

2.4.4No further action shall be required on the part of the Issuer or any other Person (including without limitation any Beneficial Holder) for any Beneficial Holder to enjoy the Direct Rights provided, however, that nothing herein shall entitle any Beneficial Holder to receive any Warrant Shares that have already been transferred or any payment which has already been made in accordance with the terms of the Global Warrant Certificate.

2.4.5Notwithstanding any other provision of this Instrument, as long as any Warrants are represented by a Global Warrant Certificate and such Global Warrant Certificate is deposited with a nominee for a Common Depositary for the Clearing Systems, the requirement for presentation or surrender of such Global Warrant Certificate in respect of any exercise of rights relating to any Warrants represented by such Global Warrant Certificate (including without limitation in connection with any exercise of Purchase Rights or Put Rights relating to any such Warrants) shall not apply.

2.4.6The records of the Clearing Systems and their participants shall be conclusive as to the identity of the Beneficial Holders and the respective number and Entitlement of Warrants credited to their respective securities accounts with the Clearing Systems (or to which their Entries relate) and a statement issued by the applicable Clearing System or any such participant setting out:

(a)the name of the Beneficial Holder in respect of which it is issued; and

(b)the Entitlement to which any Entry of such Beneficial Holder relates on any date,

shall be conclusive evidence for all purposes of this Instrument.

2.4.7If the applicable Clearing System determines the Determination Date in respect of a Beneficial Holder, such determination shall (in the absence of manifest error) be binding on the Issuer, the Company, Parentco, Holdco, the Founder, each Additional Warrant Guarantor, the Warrant Holders and the Beneficial Holders (with Entries at such Clearing System).

3.REGISTER, WARRANT CERTIFICATES AND DESIGNATION

3.1Register

The Issuer shall appoint the Administration Agent to maintain the Register in accordance with the Warrant Agency Agreement.

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3.2Warrant Certificates

The Issuer shall, immediately upon the name of a Warrant Holder being entered in the Register, issue, or procure the Administration Agent to issue, to the Warrant Holder a Warrant Certificate (or Warrant Certificates in such denominations as the Warrant Holder may reasonably require provided that each such Warrant Certificate shall relate to an integral number of Warrants) setting out the number of Warrants registered in its name and the Entitlement relating thereto and, upon the request of the Warrant Holder from time to time, the Issuer shall, or procure the Administration Agent to, re-issue Warrant Certificates in such other denominations as the Warrant Holder may reasonably require (provided that each such Warrant Certificate shall relate to an integral number of Warrants).

4.PURCHASE RIGHTS AND MECHANICS OF EXERCISE

4.1Rights to purchase Warrant Shares and Purchase Price

4.1.1Subject to the terms and conditions of this Instrument, the Purchase Rights may be exercised by the Warrant Holders:

(a)(before a Qualifying IPO) immediately before the occurrence of a Qualifying IPO or an Exit Event, provided that (a) (in the case of a Qualifying IPO) such Qualifying IPO occurs at any time from the date of this Instrument up to and including 5.00pm on the Cut-off Date or (b) (in the case of an Exit Event) such Exit Event occurs at any time from the date of this Instrument up to and including the earlier of the occurrence of a Qualifying IPO or 5.00pm on the Cut-off Date; or

(b)(after a  Qualifying IPO) at any time, and from time to time, up to and including 5.00pm on the Cut-off Date.

For the avoidance of doubt, each Warrant Holder shall have an independent right to exercise its Purchase Rights (and/or any other rights, including without limitation any Put Rights) in respect of any or all of the Warrants held by such Warrant Holder in whole or in part (provided that the Purchase Rights in respect of any one Warrant may only be exercised in full but not in part), and any exercise or non-exercise of any Purchase Rights (and/or any other rights, including without limitation any Put Rights) by any Warrant Holder shall not affect the ability of any other Warrant Holder to exercise or refrain from exercising any of its Purchase Rights (and/or any other rights, including without limitation any Put Rights) in respect of any or all of the Warrants held by such other Warrant Holder.

4.1.2A Warrant Holder may exercise its Purchase Rights, in whole or in part, in accordance with the terms of this Instrument (provided that the Purchase Rights in respect of any one Warrant may only be exercised in full but not in part). Subject to the provisions of Clauses 4.4 (Cash Settlement) and 5.2

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(Revocation) and/or any other similar provisions contained in this Instrument, upon exercise, a Warrant Holder is obliged to purchase at the Purchase Price, and the Issuer is obliged to transfer to such Warrant Holder, such number of Warrant Shares representing the Entitlement of such Warrant Holder in respect of which such Warrant Holder is exercising its Purchase Rights (the “Exercised Entitlement” of such Warrant Holder).

4.2Determination of Net Income

4.2.1Within 15 days of the end of each Period (or, if later, upon the management accounts of the Borrower for such Period becoming available), the Issuer shall appoint, at the cost of the Issuer, an Approved Audit Firm to determine the Net Income for such Period. The Approved Audit Firm shall (and the Issuer shall ensure that the Approved Audit Firm shall) issue and deliver to the Issuer, the Company, the Administration Agent, the Calculation Agent and the Warrant Holders by no later than the end of the second calendar month after the last day of each Period a review opinion setting out the Net Income with respect to such Period as determined by it.  In determining the Net Income for any Period, the Approved Audit Firm shall act as an expert and not an arbitrator.

4.2.2The Net Income for a Period shall be equal to the consolidated after-Tax net income of the Borrower for such Period excluding the following expenses (if otherwise taken into account in the determination of such consolidated after-Tax net income): (i) share-based compensation expenses, (ii) expenses directly related to the put option (in respect of the Loans) given to the Lenders pursuant to the terms of the Finance Documents (excluding interest and transaction expenses), (iii) expenses directly related to the fair market value accounting treatment of the Transaction Warrants other than transaction expenses and (iv) expenses directly related to the Qualifying IPO, provided that such expenses directly related to the Qualifying IPO shall only be excluded in respect of the relevant Period in which the Qualifying IPO occurred, and further provided that if the Qualifying IPO occurs during the First Period, such expenses directly related to the Qualifying IPO shall only be excluded in respect of the First Period (and shall not be excluded when determining the Net Income for the Second Period), in each case determined in accordance with the Accounting Principles and determined by an Approved Audit Firm.

4.2.3The Net Income for the relevant Period as so determined by the Approved Audit Firm shall (in the absence of manifest error) be final and binding on the Issuer, the Company and the Warrant Holders.

4.2.4Net Income for any Period shall be determined by reference to the management accounts of the Borrower for such Period.  The Issuer shall ensure that such management accounts (in each case prepared in accordance

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with the Accounting Principles) are prepared and delivered to the Approved Audit Firm promptly and in any case by no later than 15 days after the expiry of such Period.

4.2.5If any determination of the Purchase Price is required to be made at any time prior to the time when (A) the management accounts for the First Period referred to in Clause 4.2.4 become available (including without limitation by virtue of the First Period not having expired) or (B) Net Income for the First Period has been determined by an Approved Audit Firm in accordance with Clauses 4.2.1, 4.2.2 and 4.2.4, then for the purposes of such determination of the Purchase Price only (and without prejudice to any adjustments that the Issuer and the Warrant Holders may agree in writing):

(a)Net Income for the First Period shall be deemed to be Net Income for the First Period calculated on the basis of:

(i)(to the extent available) the management accounts of the Borrower for the First Period prepared in accordance with the Accounting Principles; and

(ii)(for any part of the First Period in respect of which management accounts of the Borrower (prepared in accordance with the Accounting Principles) are not available (including without limitation by virtue of such part of the First Period not having expired)) extrapolation of the management accounts of the Borrower (prepared in accordance with the Accounting Principles) for such part of the First Period in respect of which management accounts are available; and

(b)subject to any adjustments that the Issuer and the Warrant Holders may agree in writing, the Net Income for the First Period so calculated shall be used in the determination of such Purchase Price.

4.3Procedure for exercise

4.3.1As a condition precedent to each exercise of its Purchase Rights, an Exercising Warrant Holder shall submit to the Administration Agent a completed and signed Exercise Notice at least seven Business Days prior to the QIPO Date or Exit Date or (if after a Qualifying IPO) the intended date of exercise (such QIPO Date, Exit Date or the intended date of exercise, as the case may be, being an “Exercise Date”) which notice shall also set out the Exercised Entitlement of such Exercising Warrant Holder in respect of which it wishes to exercise such Purchase Rights (which may be the whole or part only of its Entitlement, provided that the Purchase Rights in respect of any one Warrant may only be exercised in full but not in part).  Such

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Exercise Notice addressed to the Administration Agent shall constitute constructive notice to the Issuer regarding the same matter.  Unless otherwise provided in this Instrument, once given an Exercise Notice is irrevocable.  A Warrant Holder may nominate (in writing to the Administration Agent) such other Person as it may direct to take up its Warrant Shares.   The Issuer shall, or shall procure that the Administration Agent, shall promptly (and, subject to Clause 4.10.1(a), in any event by no later than 2 Business Days prior to such Exercise Date) notify such Exercising Warrant Holder the Purchase Price payable by such Exercising Warrant Holder in respect of such exercise of Purchase Rights.

4.3.2On such Exercise Date and subject to the Issuer’s performance of its obligations under this Clause 4.3 (Procedure for exercise), such Exercising Warrant Holder shall (i) (except if such Exercise Date is an Exit Date in which case Clauses 4.4.4 and 4.4.5shall apply) lodge its Warrant Certificates in respect of its Warrants to be exercised with the Administration Agent (who shall, subject to receipt from the Issuer of confirmation of a successful transfer to the Exercising Warrant Holder of the Warrant Shares in accordance with the Applicable Laws, on the Exercise Date lodge those Warrant Certificate(s) with the Issuer) and (ii) (in the event where such exercise of Purchase Rights is made in respect of a Qualifying IPO or after a Qualifying IPO) pay to the Issuer the aggregate Purchase Price for such Warrant Shares being purchased by cheque or otherwise.

4.3.3(In the event of an exercise of Purchase Rights by such Exercising Warrant Holder in respect of a Qualifying IPO or after a Qualifying IPO) the Issuer shall, on such Exercise Date and subject to such Exercising Warrant Holder’s performance of its obligations under this Clause 4.3 (Procedure for exercise), transfer (as legal and beneficial owner and free from any Encumbrance) to such Warrant Holder (or such other Person(s) nominated by such Exercising Warrant Holder) the number of Warrant Shares attributable to the Exercised Entitlement of such Exercising Warrant Holder and deliver to such Exercising Warrant Holder (or such other Person(s) nominated by such Exercising Warrant Holder), in respect of the Warrant Shares to be so purchased, the following documents:

(a)share certificates (physical or uncertificated versions thereof held in the relevant Stock Exchange’s clearing system) representing such Warrant Shares which shall be in such denominations of such Warrant Shares as may be reasonably requested by such Exercising Warrant Holder and shall be in the names of such Exercising Warrant Holder or as it directs; and

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(b)a certified copy of the register of members of the Company evidencing that such Exercising Warrant Holder, or such other Person nominated by such Exercising Warrant Holder, has been registered as the holder of the relevant Warrant Shares.

4.3.4The Issuer shall, and shall procure the Company to, take all necessary actions for the purposes of the transfer of the relevant Warrant Shares to such Exercising Warrant Holder and recording such Exercising Warrant Holder (or such Person(s) nominated by such Exercising Warrant Holder) as the legal title owner of such Warrant Shares.  The Issuer shall ensure that the transfer of such Warrant Shares purchased shall be effected as of the Exercise Date. For the avoidance of doubt, in the event of an exercise of Purchase Rights in connection with a Qualifying IPO, the Shares shall be transferred in time to participate in the Qualifying IPO.

4.4Cash Settlement

4.4.1(In the event of an exercise of Purchase Rights by an Exercising Warrant Holder in respect of an Exit Event) upon the exercise of Purchase Rights with respect to the Exercised Entitlement of that Exercising Warrant Holder, the Issuer shall pay cash to that Exercising Warrant Holder in respect of such Exercised Entitlement in lieu of transferring Warrant Shares (“Cash Settlement”) in accordance with this Clause 4.4 (Cash Settlement).

4.4.2In connection with an Exit Event, each Exercising Warrant Holder shall specify in its Exercise Notice information of its bank account (“Cash Settlement Account”) to which the Cash Settlement Amount is to be paid.

4.4.3The aggregate amount of cash payable to such Exercising Warrant Holder by the Issuer pursuant to Clause 4.4.1 (“Cash Settlement Amount”) in respect of any exercise of any of the Purchase Rights relating to the Exercised Entitlement (or any part thereof) of such Exercising Warrant Holder shall be determined in accordance with the following formula:

Cash Settlement Amount = (A - B) ´ C

Where:

A	=	the Exit Price (in respect of such exercise);
B	=	the Purchase Price; and
C	=	the total number of Warrant Shares subject to Cash Settlement (for the avoidance of doubt, as such number of Warrant Shares has been adjusted in accordance with the provisions of this Instrument and/or pursuant to any written agreement between the Issuer and the Warrant Holders).

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4.4.4If Cash Settlement applies in respect of any exercise by such Exercising Warrant Holder of any of its Purchase Rights in accordance with Clause 4.4.1, the Issuer shall pay the Cash Settlement Amount (in respect of such Cash Settlement to which such exercise of Purchase Rights relates) to the Cash Settlement Account of such Exercising Warrant Holder by wire transfer of immediately available funds, (i) on the Exit Date or (ii) within three Business Days from the date on which the Exit Price (relating to such exercise) is finally determined in accordance with the provisions of Clause 4.5 (Exit Price) or (iii) if such Exercising Warrant Holder has not provided the details of its Cash Settlement Account to the Issuer, within three Business Days from the date on which such Exercising Warrant Holder gives notice of the details of its Cash Settlement Account to the Issuer, whichever is later.

For the avoidance of doubt, a Warrant Holder shall not be obligated to make any payment to the Issuer in the event of a Cash Settlement (irrespective of whether the Cash Settlement Amount in respect of such Cash Settlement is a negative number).

4.4.5Within three Business Days after such scheduled Cash Settlement Amount payment date referred to in Clause 4.4.4 in respect of any Cash Settlement, such Exercising Warrant Holder shall lodge with the Administration Agent its Warrant Certificates, provided that such requirement shall not apply if such Warrant Certificates have already been lodged with the Administration Agent pursuant to Clause 4.3.2 by such Exercising Warrant Holder. For the avoidance of doubt, if Cash Settlement applies in respect of any exercise of any Warrants, the Purchase Rights attaching to such Warrants shall be deemed to have been exercised upon receipt of the Cash Settlement Amount (relating to such Cash Settlement) from the Issuer in the applicable Cash Settlement Account.

4.5Exit Price

4.5.1In the event that the Cash Settlement Amount or the Purchase Price (in respect of any exercise of any Purchase Rights relating to any Warrants in respect of any Exit Event) is required to be determined by reference to the Exit Price, the Exit Price (on a per Share basis) relating to such exercise shall be determined as follows:

(a)in the event that Shares in the Company are purchased in connection with the applicable Exit Event, in accordance with the following formula:

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Exit Price =
Where:
P=	total purchase price paid for the Shares purchased in connection with the applicable Exit Event
Q =	number of Shares purchased in connection with applicable the Exit Event;

(b)in the event that Shares in the Company are not purchased in connection with the Exit Event and accordingly Clause 4.5.1(a) above does not apply, the Issuer shall, within 10 days from the Exit Date, appoint at the cost of the Issuer an Approved Audit Firm to determine the Exit Price which shall (if possible) be derived from the price transacted in the Exit Event and shall be equal to the then fair market value of each Share. The Approved Audit Firm shall issue and deliver to the Issuer, the Administration Agent and the Warrant Holders, within thirty (30) days from its appointment, a certificate setting out the Exit Price in respect of such exercise as determined by it. In determining the Exit Price, the Approved Audit Firm shall act as an expert and not an arbitrator.

4.6Replacement Options upon Exit Event

If there is an Exit Event, and in the event that any Warrant Holder does not exercise all or any part of its Purchase Rights in accordance with Clause 4.4(Cash Settlement), such Warrant Holder shall have the right, but not the obligation, to receive, in respect of any unexercised Purchase Rights, replacement warrants or options or other rights (whether issued by the Company, the Issuer or any other person) acceptable to the Warrant Holders represented by a Written Consent which in any event shall be on terms no less favourable to the Warrant Holders than those under this Instrument (and the Warrant Holders shall be entitled, upon request, to obtain an opinion at the Issuer’s expense from the Approved Audit Firm confirming the terms of such replacement options or other rights), and the other rights of such Warrant Holder under this Instrument shall be adjusted and construed accordingly (and, if applicable, in accordance with the terms of such Written Consent).

4.7Term

Subject to Clause 4.9 (No lapse), if a Warrant Holder has not exercised its Purchase Rights in full upon the Cut-off Date in accordance with Clause 4.3 (Procedure for exercise), that Warrant Holder’s outstanding Warrants which have not been so exercised shall lapse and shall not be capable of being exercised after the Cut-off Date.

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4.8Payment of Taxes

The Issuer shall pay all stamp, issue, registration or other similar taxes and duties (if any) arising on the transfer of the Warrants or the Warrant Shares and all bank fees, charges or other expenses that may be due in connection with the payment of the Cash Settlement.

4.9No lapse

If the Issuer, the Company, any other Warrant Guarantor or the Founder fails to comply in full with its obligations pursuant to this Instrument, any rights attaching to the Warrants which are not exercised prior to the Cut-off Date shall not lapse upon the Cut-off Date and shall remain capable of being exercised in accordance with the terms of this Instrument until the Issuer has complied in full with its obligations under this Instrument.

4.10Supplemental exercise mechanics for Qualifying IPO in the USA

4.10.1If a Qualifying IPO is proposed by the Company in respect of any Stock Exchange in the United States, the Issuer and the Company (as applicable) shall:

(a)promptly notify each Warrant Holder (with a copy to the Administration Agent) of the minimum price at which shares will be offered for sale pursuant to the Qualifying IPO (as indicated in the price range to be set out in the final draft offering document to be issued by the Company (the “Price Range”)) no later than the date on which the Price Range is finally determined;

(b)at the request of any Warrant Holder, complete the transfer of Warrant Shares pursuant to an exercise of the Warrant Holder’s Purchase Rights on a date between the date on which the Qualified IPO pricing is finally agreed and the QIPO Date as specified by the Warrant Holder in the Exercise Notice (instead of completion occurring on the QIPO Date under Clause 4.3);

(c)comply with any exercise of the piggy-back registration rights under Schedule 8 (Registration Rights) of such Warrant Holder as the holder of Transaction Registrable Securities (namely, the Warrant Shares acquired pursuant to such exercise of the Purchase Rights); and

(d)keep each such Exercising Warrant Holder informed of all developments relating to the Qualifying IPO that are material to such Persons and the exercise, maintenance and protection of their rights and interests hereunder until consummation of the Qualifying IPO.

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4.10.2If a Warrant Holder exercises any Purchase Rights, or acquires any Top-up Warrant Shares, after a Qualifying IPO on a Stock Exchange in the United States, the Company shall comply with the demand registration rights under Schedule 8 (Registration Rights) of such Warrant Holder as the holder of Transaction Registrable Securities (namely, the Warrant Shares acquired pursuant to such exercise or acquired as Top-up Warrant Shares).

5.QUALIFYING IPO AND EXIT EVENT

5.1Notices of Qualifying IPO and Exit Event

5.1.1The Issuer shall promptly notify (with a copy to the Administration Agent) each Warrant Holder in writing (such notification being a “QIPO Notice”) upon the submission of a listing application to any Stock Exchange for a Qualifying IPO and thereafter keep the Warrant Holders informed of any acceleration, delay and withdrawal related to the proposed Qualifying IPO.  The QIPO Notice shall state the terms of such listing.

5.1.2The Issuer shall promptly notify (with a copy to the Administration Agent) each Warrant Holder in writing (such notification being an “Exit Notice”) at least 21 days prior to the entering of the Issuer, the Company or any Covered Entity into definitive transaction documents for any Exit Event or (if earlier) the occurrence of any Exit Event.

5.2Revocation

5.2.1If, after service of any QIPO Notice or Exit Notice, it becomes reasonably apparent that the proposed Qualifying IPO or Exit Event will not or is unlikely to occur (which circumstances may include, without limitation, the underwriting or pricing agreement for the Qualifying IPO not having been signed by the time indicated in the offering circular for the Qualifying IPO), the Issuer shall promptly thereafter give written notice (with a copy to the Administration Agent) to each Warrant Holder stating that this is the case and setting out the reasons therefor (the “Revocation Notice”).

5.2.2If in the case of any proposed Qualifying IPO or Exit Event, the proposed Qualifying IPO or Exit Event does not occur for any reason, then irrespective of whether any Revocation Notice has been given:

(a)any Exercise Notice given in connection with such proposed Qualifying IPO or Exit Event shall be automatically revoked and any exercise of any Purchase Rights in connection with such proposed Qualifying IPO or Exit Event shall be deemed not to have been made;

(b)all Purchase Rights in respect of any Warrants (construed as if no Exercise Notice or exercise of any Purchase Rights had been given or made in respect of such proposed Qualifying IPO or Exit Event) shall

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remain exercisable in full in accordance with the provisions of this Instrument; and

(c)the Issuer shall return (or procure the Administration Agent to return) to each Warrant Holder any Warrant Certificate lodged pursuant to Clause 4.3 (Procedure for exercise), and any transfer of Warrant Shares completed pursuant to such Exercise Notice shall be reversed such that such Warrant Shares shall be transferred back to the Issuer (at the Issuer’s cost), and the Issuer shall return any amount paid for the Purchase Price, at the same time as the Issuer gives such Revocation Notice (or, if earlier, three Business Days after it becomes apparent that such Qualifying IPO or Exit Event is not occurring within the timing set forth in any QIPO Notice or Exit Notice relating thereto),

provided that nothing in this Clause 5.2 (Revocation) shall prejudice any further exercise of any Purchase Rights or any further exercise of any Put Rights.

5.3Stock Exchanges

The provisions of this Instrument relating to the procedures of a Qualifying IPO shall be adjusted to the extent necessary to reflect the administrative procedures of the Stock Exchange where the Qualifying IPO takes place, provided that such adjustments shall not in any way adversely affect the rights of the Warrant Holders and further provided that the Issuer and the Company shall give (or procure the Administration Agent to give) prior notice to each Warrant Holder of any such adjustment to this Instrument.

5.4Stock Exchange’s objections

In the event that the Stock Exchange raises objections to the Company’s application for a Qualifying IPO on the basis that the Warrants are outstanding and/or that they can be exercised in accordance with the terms of this Instrument, the Issuer, the Company and the Warrant Holders shall enter into discussions in good faith with a view to finding a solution which will result in the Stock Exchange removing its objections and execute such documentation and take such steps as may be reasonably necessary for the implementation of any such solution, provided that the rights of the Warrant Holders shall not thereby in any way be adversely affected.

5.5Registration rights

The Company hereby grants to each Warrant Holder registration rights in respect of the Warrant Shares on the terms set out in Schedule 8 (Registration Rights).

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5.6Qualifying IPO undertaking

Each of the Issuer, the Company and the Founder shall use their reasonable endeavours to consummate a Qualifying IPO of the Company before 31 December 2010.

6.PUT AND OTHER RIGHTS

6.1Put Events

Each of the following events (each a “Put Event”) shall give rise to the rights of the Warrant Holders set out in Clause 6.3(Purchase of Warrants):

6.1.1a Qualifying IPO has not occurred as at the Put Option Date (a “No IPO Put Event”); or

6.1.2(prior to the occurrence of any Qualifying IPO or the Put Option Date, whichever is earlier) any Loan (or any part thereof) is declared to be due and payable in accordance with clause 22.23 (Acceleration) of the Facility Agreement (an “Acceleration Put Event”).

6.2Notices of Put Event

6.2.1In connection with a No IPO Put Event, the Issuer shall deliver a written notice (with a copy to the Administration Agent) to each Warrant Holder (the “No IPO Notice”) at least one Month prior to the Put Option Date if no Qualifying IPO has occurred at the date of such delivery and the Issuer reasonably believes that no Qualifying IPO will occur by the Put Option Date.

6.2.2In connection with each Acceleration Put Event, the Issuer shall immediately give written notice (with a copy to the Administration Agent) to each Warrant Holder of the occurrence of such Acceleration Put Event in accordance with clause 22.23 (Acceleration) of the Facility Agreement (“Acceleration Notice”).

6.3Purchase of Warrants

6.3.1

(a)In the event of the occurrence of a No IPO Put Event, each Warrant Holder shall be entitled to require the Issuer in accordance with Clause 6.3.2 (and the Issuer shall thereupon become obliged) to purchase all or part of its outstanding Warrants for an amount equal to the Put Payment (with respect to such Warrants) in accordance with this Clause 6.3 (Purchase of Warrants).

(b)In the event of the occurrence of an Acceleration Put Event, each Warrant Holder shall be entitled to require the Issuer in accordance

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with Clause 6.3.2 (and the Issuer shall thereupon become obliged) to purchase all or part of its outstanding Warrants for an amount equal to the Put Payment (with respect to such Warrants) in accordance with this Clause 6.3 (Purchase of Warrants).

(c)For the avoidance of doubt, the Put Rights may be exercised by a Warrant Holder in respect of its Entitlement in whole or in part (provided that the Put Rights in respect of any one Warrant may only be exercised in full but not in part). For the further avoidance of doubt, nothing shall prejudice the ability of any Warrant Holder to serve any Put Exercise Notice in respect of any No IPO Put Event or Acceleration Put Event notwithstanding any failure of the Issuer to give any No IPO Notice or any Acceleration Notice.

6.3.2A Warrant Holder who wishes to exercise its Put Rights in respect of a Put Event shall serve a Put Exercise Notice to the Administration Agent specifying:

(a)its Entitlement (which may be all or part of its Entitlement); and

(b)the details of its Put Payment Account,

provided that (in the case of a No IPO Put Event) such Put Exercise Notice must be given no later than 10 Business Days after the Put Option Date or (in the case of an Acceleration Put Event) such notice must be given no later than 10 Business Days after the date of the applicable Acceleration Notice.   The Administration Agent shall promptly notify the Issuer of the Administration Agent’s receipt of any Put Exercise Notice.

6.3.3Upon exercise by a Warrant Holder of the Put Rights relating to all or part of the Warrants held by it pursuant to this Clause 6.3 (Purchase of Warrants), the Issuer shall pay the Put Payment in respect of such exercise to such Warrant Holder in cash by wire transfer of immediately available funds in US$ to the Put Payment Account relating to such Warrant Holder by (in the case of any exercise of Put Rights in respect of a No IPO Put Event) no later than 15 Business Days after the Put Option Date or (in the case of any exercise of Put Rights in respect of an Acceleration Put Event) no later than 5 Business Days after the date of the applicable Put Exercise Notice of such Warrant Holder.

6.3.4The amount of such Put Payment shall be determined in accordance with the provisions of Schedule 7 (Put Payment). Upon receipt of such Put Payment, such Warrant Holder shall deliver to the Issuer the Warrant Certificate for the Warrants in respect of which such Put Rights are exercised.

6.3.5Subject to Clause 5.2 (Revocation), the Put Rights and the Purchase Rights in respect of the Warrants which have been purchased by the Issuer from a

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Warrant Holder pursuant to this Clause 6.3 (Purchase of Warrants) shall immediately terminate, become no longer exercisable and lapse upon consummation of the purchase by the Issuer of such Warrants pursuant to this Clause 6.3 (Purchase of Warrants) evidenced by the receipt of the Put Payment (relating to such purchase) in the Put Payment Account of such Warrant Holder and surrender by such Warrant Holder of the relevant Warrant Certificate (relating to such purchased Warrants) to the Administration Agent.  For the avoidance of doubt, the Purchase Rights and Put Rights pertaining to Warrants (or the Entitlement relating thereto) that have not been purchased pursuant to this Clause 6.3 (Purchase of Warrants) shall continue in full force and effect in accordance with the terms of this Instrument.

6.3.6For the avoidance of doubt, each Warrant Holder shall have an independent right to exercise its rights (in whole or in part) under this Clause 6 (Put and Other Rights) (provided that the Put Rights in respect of any one Warrant may only be exercised in full but not in part). The exercise or non-exercise of any right by any Warrant Holder shall not affect the right of any other Warrant Holder to exercise or refrain from exercising its rights under this Clause 6 (Put and Other Rights). Any non-exercise by a Warrant Holder shall not prejudice any further exercise of any Put Rights by such Warrant Holder in accordance with the terms of this Instrument and any service by any Warrant Holder of a Put Exercise Notice shall not prejudice any further exercise of any Put Rights by such Warrant Holder.

6.3.7If the Issuer fails to comply in full with its obligations pursuant to this Instrument, the Put Rights shall not lapse upon the Cut-off Date and shall remain capable of being exercised in accordance with the terms of this Instrument until the Issuer has complied in full with its obligations under this Instrument.

6.3.8If the Warrant Holder  exercises part only of its Put Rights in respect of any Warrants, the Issuer shall issue to it (free of charge and against delivery of the existing Warrant Certificate in respect of such Warrants) a new Warrant Certificate in respect of the balance of its Entitlement (or procure the Administration Agent to endorse the reduction of such Entitlement by virtue of such exercise of Put Rights on the First Schedule to the applicable Warrant Certificate of such Warrant Holder, and return such Warrant Certificate so endorsed to such Warrant Holder representing the balance of such Warrant Holder’s Entitlement).

6.4Right of first offer on new issue

6.4.1Subject to Clause 7.3.1, the Issuer will not, and the Issuer shall procure that none of the Company Entities will, allot, issue or grant any right to subscribe for share capital, or to convert securities into new share capital, of

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any Company Entity (except for any issuance of shares by a Company Entity (other than the Company) solely in favour of another Company Entity) unless each Warrant Holder is offered, on the same terms (as nearly as practicable and except that where such terms require shares or securities to be allotted as fully paid up otherwise than in cash, (other than, for the avoidance of doubt, any allotment of shares by way of bonus issue) each Warrant Holder shall be entitled to subscribe in cash for the equivalent value (being the value certified by the Approved Audit Firm for each share or security to which it is so entitled)), a pro-rata participation in such allotment, issue or grant (calculated on the assumption that each of the Transaction Warrant Holders had exercised its respective outstanding Transaction Entitlements in full on the day immediately preceding the date of such allotment, issue or grant) in the same proportion of the total allotment, issue or grant as such Warrant Holder’s shareholding in the Company (calculated on the assumption that each Transaction Warrant Holder had exercised its outstanding Transaction Entitlements in full on the day immediately preceding the date of such allotment, issue or grant) bears to the entire issued share capital of the Company (calculated as if all Transaction Warrants had been exercised in full) immediately prior to such allotment, issue or grant;

6.4.2if requested by the Warrant Holders (acting by Written Consent), the Issuer shall ensure that an opinion be provided to the Warrant Holders (the “Opinion”) by an Approved Audit Firm, stating that the proposed issue or grant is being made at or above Market Value. In the event that the Approved Audit Firm is unable to provide such an opinion, and if requested by the Warrant Holders, an appropriate adjustment shall be made to the Warrant Holders’ rights so that, after such adjustment, the total number of Warrant Shares in respect of which the Purchase Rights will then be, or be capable of being, exercised will carry:

(a)as nearly as possible (and in any event not less than) the same proportion (expressed as a percentage of the total number of votes exercisable on a poll in respect of all the Equity Shares) of the votes; and

(b)the same entitlement to participate (expressed as a percentage of the total entitled conferred by all the Equity Shares) in the profits and assets of the Company; and

(c)the same entitlement to receive value (expressed as a percentage of the total entitlement conferred by all the Equity Shares) on the occurrence of a Qualifying IPO or an Exit Event or other Exercise Date,

as the total number of Warrant Shares which could have been purchased pursuant to the Purchase Rights conferred by the Warrants then outstanding

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would have had, had the proposed allotment, issue or grant occurred at Market Value; and

6.4.3if the Company or another Company Entity proposes to make an allotment, issue or grant of the type referred to in this Clause 6.4, the Issuer shall, or it shall procure that the relevant other Company Entity shall, provide such information as the Warrant Holders may reasonably require in connection with such proposal at least twenty (20) Business Days before the date of the proposed allotment, issue or grant,

provided that, nothing in this Clause 6.4shall oblige a Warrant Holder to participate in any offer or invitation of the type referred to in it.

6.5Right of first offer on transfer

6.5.1Prior to a Qualifying IPO, in the event that Issuer proposes to transfer (which includes any sale, assignment, disposition, or entering into of any voting trust or other contract, option or other arrangement or understanding with respect thereto, whether direct or indirect, and whether voluntary or involuntary) (“Transfer” (and expressions such as “Transferee” and “Transferred” shall be construed accordingly)) any Shares to any Person (excluding (a) any Transfer of Shares to Warrant Holders in accordance with Clause 4 (Purchase Rights and Mechanics of Exercise) or to Transaction Warrant Holders pursuant to and in accordance with the terms of the Transaction Warrant Instruments or to Other Warrant Holders pursuant to and in accordance with the terms of the Other Warrant Instruments and (b) the issuance of any Warrants pursuant to Clause 2.1.1(c) and/or the issuance of any Transaction Warrants pursuant to any other Transaction Warrant Instruments and/or the issuance of any Other Warrants pursuant to any Other Warrant Instruments), the Issuer shall (without prejudice to its obligations under Clauses 7.1.2 and 7.3.2) first offer such Shares to each Warrant Holder (the “ROFO Holders”) in the amounts specified in Clause 6.5.2.  The Issuer shall send (with a copy to the Administration Agent) a written notice (“Transfer Notice”) to the Company and each ROFO Holder stating (i) the number of Shares proposed to be so Transferred (“Offered Shares”); (ii) the proposed purchase price per Share (“Offered Price”) in US$ in respect of such Transfer; (iii) the terms and conditions of such Transfer, which must not include any material conditions to completion other than requisite regulatory approvals and filings; (iv) the expected date of consummation of the proposed Transfer; (v) the total number of Ordinary Shares that the Issuer owns, (vi) the maximum ROFO Shares that such ROFO Holder is entitled to purchase or otherwise acquire, including particulars of such calculation; (vii) an undertaking that the proposed Transferee will be informed of the co-sale rights provided for in Clause 6.6 (Co-sale right); and (viii) a representation that no consideration,

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tangible or intangible, is being provided to the Issuer that is not reflected in the price to be paid to the ROFO Holders exercising their co-sale rights provided in Clause 6.6 (Co-sale right).

6.5.2Such Transfer Notice shall constitute a first offer (“ROFO Offer”) by the Issuer to each ROFO Holder for such ROFO Holder to acquire from the Issuer a proportion of the Offered Shares.  Each ROFO Holder may elect to purchase or otherwise acquire, in accordance with Clause 6.5.3, up to such number of Offered Shares equal to the total number of Offered Shares multiplied by a fraction, the numerator of which is such ROFO Holder’s then outstanding Entitlement and the denominator of which is the aggregate of the then outstanding Transaction Entitlements of all Transaction Warrant Holders (the number of Offered Shares that is the product of such equation, the “ROFO Shares” in respect of such ROFO Holder) at a purchase price equal to the Offered Price and upon the terms and conditions specified in the Transfer Notice.  A ROFO Holder may nominate such other person as it may direct to take up its ROFO Shares.

6.5.3Each ROFO Holder may accept the ROFO Offer (in whole or in part) in respect of any Transfer by giving a written notice (“ROFO Response”) to the Issuer (with a copy to the Administration Agent) within 30 days from the date of the Transfer Notice (“ROFO Period”).  The Issuer shall be obliged to sell such ROFO Shares to such ROFO Holder (or its nominee) to the extent that such ROFO Holder has so accepted such ROFO Offer.

6.5.4The failure of a ROFO Holder to deliver a ROFO Response within the ROFO Period in respect of a Transfer is deemed to be a waiver of such ROFO Holder’s rights to purchase the ROFO Shares under this Clause 6.5 (Right of first offer on transfer) in respect of such Transfer.  For the avoidance of doubt, each ROFO Holder shall have an independent right to accept the ROFO Offer in respect of any Transfer in accordance with this Clause 6.5 (Right of first offer on transfer). The acceptance or non-acceptance of any ROFO Offer by any ROFO Holder in respect of any Transfer shall not affect (i) the right of any other ROFO Holder to accept or refuse to accept such ROFO Offer and/or (ii) the right of any ROFO Holder (including without limitation such first-mentioned ROFO Holder) to accept or refuse to accept any ROFO Offer in respect of any other Transfer.

6.5.5Subject to Clause 6.6 (Co-Sale right), if not all Offered Shares referred to in the Transfer Notice are elected to be purchased or acquired pursuant to Clause 6.5.3 or Clause 6.5.4, the Issuer may, during the 90 days following the expiration of the ROFO Period, enter into an agreement with a third party (the “Offeree”) to sell such Offered Shares not elected to be purchased or acquired by the ROFO Holders pursuant to Clause 6.5.3 or Clause 6.5.4 to such Offeree at a price not less than, and upon the terms no

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more favourable to such Offeree than, that specified in the Transfer Notice (in each case without prejudice to its obligations under Clauses 7.1.2 and 7.3.2).  If the Issuer does not enter into an agreement for the sale of the Offered Shares within such period, or if such sale is not consummated within three months from the date of that agreement, the right provided under Clause 6.5 (Right of first offer on transfer) shall be deemed to be revived and such Offered Shares shall not be offered or otherwise made subject to any Transfer until and unless first reoffered to the ROFO Holders in accordance with this Clause 6.5 (Right of first offer on transfer).

6.6Co-sale right

6.6.1If a ROFO Holder fails to or elects not to accept the ROFO Offer pursuant to Clause 6.5 (Right of first offer on transfer) in respect of any Transfer, such ROFO Holder shall be entitled to participate in such Transfer by the Issuer and Transfer all or a part of its Warrants (such Warrants to be so Transferred being “Co-Sale Securities”), simultaneously with the Issuer to the Offeree on equivalent terms and conditions as the Issuer is Transferring its Shares under the Transfer to which such ROFO Offer relates, provided that the aggregate Entitlements of such Co-Sale Securities of such ROFO Holder to be so Transferred shall be an amount equal to the total number of Offered Shares that the Issuer wishes to so Transfer in accordance with Clause 6.5.1 (expressed as a percentage of the Fully Diluted Share Capital), multiplied by the amount (expressed as a decimal) equal to the total Entitlement that such ROFO Holder wishes to so Transfer in accordance with this Clause 6.6 divided by the aggregate of (x) the aggregate Transaction Entitlements that any and all Transaction Warrant Holders wish to so Transfer in accordance with this Clause 6.6 (and/or equivalent provisions in other Transaction Warrant Instruments) plus (y) such Offered Shares that the Issuer wishes to so Transfer in accordance with Clause 6.5.1 (expressed as a percentage of the Fully Diluted Share Capital) by providing a written notice (“Co-Sale Notice”) to the Issuer (with a copy to the Administration Agent) no later than 30 days from the date of receipt of the relevant Transfer Notice (such notice specifying that the total Entitlement that such ROFO Holder wishes to so Transfer in accordance with Clause 6.6).  The Issuer shall, or shall procure that the Calculation Agent shall, promptly (and in any event within 5 Business Days) after the expiry of 30 days from the date of such Transfer Notice, notify each Warrant Holder of the number of Co-Sale Securities of such Warrant Holder (including particulars of the calculation thereof).

6.6.2Where any one or more ROFO Holder(s) exercises its right under this Clause 6.6 (Co-Sale right), the Issuer shall procure that Offeree purchases all the Co-Sale Securities specified in each such Co-Sale Notice from each such ROFO Holder in accordance with Clause 6.6.1.  If the Offeree

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declines to purchase all of the Offered Shares and such Co-Sale Securities (in respect of any and all of the ROFO Holders that exercise their rights under this Clause 6.6 (Co-Sale right)), the number of Offered Shares to be Transferred by the Issuer shall be reduced accordingly by up to the aggregate number of Warrant Shares represented by the Entitlement relating to such Co-Sale Securities to be Transferred by any and all ROFO Holders, and in any case so that the Offeree shall purchase all of the Co-Sale Securities of any and all ROFO Holders that exercise their rights under this Clause 6.6 (Co-Sale right).

6.6.3The failure of a ROFO Holder to deliver a Co-Sale Notice within the period referred to in Clause 6.6.2 is deemed to be a waiver of the ROFO Holder’s rights to co-sell its Co-Sale Securities under this Clause 6.6 (Co-Sale right) in respect of such Transfer.  For the avoidance of doubt, each ROFO Holder shall have an independent right to exercise its rights (in whole or in part) under this Clause 6.6 (Co-Sale right) in respect of any Transfer.  The exercise or non-exercise of any such rights by any ROFO Holder in respect of any Transfer shall not affect (i) the right of any other ROFO Holder to exercise or refrain from exercising its rights under this Clause 6.6 (Co-Sale right) in respect of such Transfer and/or (ii) the right of any ROFO Holder (including without limitation such first-mentioned ROFO Holder) to exercise or refrain from exercising its rights under this Clause 6.6 (Co-Sale right) in respect of any other Transfer.

6.6.4If the Offeree fails to purchase all Co-Sale Securities from all the ROFO Holders that elect to exercise their rights under this Clause 6.6 (Co-Sale right) in respect of any Transfer (as specified in the respective Co-Sale Notices of such ROFO Holders), then the Issuer must not complete such Transfer, and the Company shall not register such Transfer.

6.6.5The Issuer shall not be liable to any Warrant Holder who has exercised its co-sale rights under this Clause 6.6 (Co-Sale right) in the event that the proposed Transfer by the Issuer does not consummate for any reason, unless the non-consummation of the Transfer is due to the default of the Issuer, and provided that the Issuer complies with its obligations under Clause 6.6.4 and other provisions of this Instrument.

7.UNDERTAKINGS

7.1Undertakings by the Issuer

The Issuer undertakes that during the period from the date of this Instrument and whilst any Warrants are outstanding (except with the prior sanction of a Written Consent):

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7.1.1it shall ensure that the aggregate Warrant Shares held or to be held by the Warrant Holders on an as-exercised basis in full represent the Total Entitlement of the Fully Diluted Share Capital;

7.1.2it shall at all times maintain legal and beneficial ownership of sufficient number of Shares free from Encumbrances (other than the Share Pledge) in order to satisfy the exercise of all outstanding Warrants and other Transaction Warrants in full;

7.1.3it shall ensure that at all times the Shares subject to valid and effective security under the Share Pledge are not less than the higher of (a) the aggregate maximum number of Shares that may be required to satisfy the exercise of all outstanding Warrants and other Transaction Warrants in full and (b) such number of Shares as shall be equal to 30% of the Fully Diluted Share Capital from time to time (such higher number of Shares being the “Required Shares”);

7.1.4it will not exercise its voting rights to approve any modification of the rights attached to any shares or securities of the Company (including the creation or issue of any shares or securities with preferential rights, or any other class of shares or securities) which may have an adverse effect on the rights of the Warrant Holders or the value of the Warrants or of the Warrant Shares;

7.1.5it will not take any action for the purpose of avoiding or seeking to avoid the performance of any of the terms to be observed or performed by it or any Obligor under this Instrument, the Warrant Agency Agreement, any Warrant Certificate or under the Facility Agreement;

7.1.6it will comply with all applicable regulatory requirements in respect of the issue of the Warrants and the continuing validity of the Warrants thereafter until the Warrants are exercised or lapsed or this Instrument is terminated in accordance with the terms and conditions of this Instrument;

7.1.7it will procure that the Company observes and complies with its obligations under this Instrument;

7.1.8it will comply with its obligations, and will use all reasonable endeavours to procure that the Calculation Agent and the Administration Agent comply with their respective obligations, under this Instrument, the Warrant Agency Agreement and each Warrant Certificate, and notify the Warrant Holders immediately it becomes aware of any material breach of such obligations; and (in the event that an Agent fails to comply with any of its obligations under, or perform any action expressed to be required to be performed by such Agent under, this Instrument, the Warrant Agency Agreement or any

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Warrant Certificate, the Issuer shall perform such obligations and such action itself);

7.1.9it shall not:

(a)incur any liabilities except for:

(i)indebtedness owing to Wise Worldwide Limited pursuant to the Intercompany Loan Agreement (in the form subsisting as at the date of this Instrument) provided that (x) the principal amount of such indebtedness is not increased after the date of this Instrument and (y) such indebtedness shall have been subordinated to the indebtedness of the Obligors under the Transaction Documents pursuant to a Subordination Deed between the Issuer, Wise Worldwide Limited and the Security Agent;

(ii)liabilities that arise in the ordinary course of acting as a holding company of the Company; and/or

(iii)liabilities under the Transaction Warrant Instruments, the Other Warrant Instruments and the Security Documents to which it is a party;

(b)create or permit to subsist any Security, Quasi-Security or other Encumbrance over any of the Required Shares or any interest therein (except for any Security created under or evidenced by any Security Document); or

(c)enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any of the Required Shares or any interest therein (except for any disposal constituted by the creation of any Security under any Security Document and/or any transfer of Required Shares to the Transaction Warrant Holders in accordance with the terms of the Transaction Warrants).

7.2Undertakings by the Company

The Company undertakes that during the period from the date of this Instrument and whilst any Warrants are outstanding (except with the prior sanction of a Written Consent):

7.2.1it will not, and it will procure that no Covered Entity will, carry out any Exit Event;

7.2.2it will not conclude terms for any initial offering of shares or securities of the Company and will not undertake any initial offering of shares or

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securities of the Company except for a Qualifying IPO which involves a quotation for all the Warrant Shares (or any shares into which they and/or Warrants may convert in connection with the Qualifying IPO) on terms which are no less favourable than those applicable to the other issued shares and the shares to be issued upon the Qualifying IPO (including being listed on the principal securities exchanges and markets within the United States, if any, on which other issued shares and the shares to be issued upon the Qualifying IPO are then listed). To the extent that the Ordinary Shares are not listed on a national securities exchange within the United States or there is no exemption from state “blue sky” securities laws for the issuance of the Warrant Shares, the Company will take all commercially reasonable actions which may be necessary so that the Warrant Shares are registered in all states of the United States in which the holders of the Warrants reside;

7.2.3it will not conclude terms for a Qualifying IPO and will not undertake a Qualifying IPO pursuant to which lock-up or similar restrictions are imposed on any of the Shares (including without limitation any Warrant Shares) unless: (i) such lock-up is required (and provided to the extent required) by the Stock Exchange in respect of such Qualifying IPO), and the Issuer is permitted to transfer all of the Warrant Shares to the Warrant Holders upon the occurrence of such Qualifying IPO, or (ii) in any other case it obtains a Written Consent amending the terms of this Instrument;

7.2.4it shall ensure that any initial public offering or secondary offering that is primarily based on the assets or business of the Group or any part thereof shall be made by the Company by way of a Qualifying IPO; and

7.2.5it will not take any action for the purpose of avoiding or seeking to avoid the performance of any of the terms to be observed or performed by it under this Instrument, the Warrant Agency Agreement, any Warrant Certificate or under the Facility Agreement.

7.3Undertakings by the Warrant Guarantors

Each of the Warrant Guarantors undertakes that during the period from the date of this Instrument and whilst any Warrants are outstanding (except with the prior sanction of a Written Consent):

7.3.1it shall not, and shall ensure that no member of the Group shall, issue any shares or other Equity Interests, except for:

(a)any issuance of shares or Equity Interests in the Company in favour of the Issuer;

(b)any issuance of shares or Equity Interests in any Company Entity (other than the Company) in favour of another Company Entity,

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and provided that, for the avoidance of doubt, if such Written Consent is obtained, Clause 6.4 (Right of first offer on new issue) shall continue to apply.

7.3.2it shall not, and shall ensure that no member of the Group shall, sell, transfer, convey or otherwise dispose of, or create any Encumbrance over;

(a)any shares or Equity Interests in any member of the Group, except for:

(i)the creation of Transaction Security over such shares or Equity Interests under the Security Documents; and

(ii)any transfer of any shares or Equity Interests in any Company Entity (other than the Company) to another Company Entity,

and provided that, for the avoidance of doubt, if such Written Consent is obtained, Clause 6.5 (Right of first offer on transfer) and Clause 6.6 (Co-sale right) shall continue to apply.

(b)any of its material assets, except for:

(i)the creation of Transaction Security over such assets under the Security Documents;

(ii)any transfer of any assets of any Company Entity in favour of another Company Entity; and

(iii)any disposal of assets in the ordinary course of trading and on arm’s length terms;

7.3.3it shall not, and shall ensure that no member of the Group shall, make, declare or pay any Distribution, except:

(a)any Distribution by a member of the Group (other than the Company) in favour of a Company Entity; or

(b)Distributions by the Company in favour of its shareholders provided that the aggregate of any and all such Distributions made, paid and/or declared during any financial year of the Company does not exceed (or the equivalent thereof in the applicable currency does not exceed):

(i)(in the case of the financial year of the Company ending in 2010 or 2011) 10% of the shareholders’ equity of the Borrower (as determined in accordance with the Accounting Principles) as at the end of the immediately preceding financial year of the Company; or

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(ii)(in the case of any financial year of the Company ending in or after 2012) 15% of the shareholders’ equity of the Borrower (as determined in accordance with the Accounting Principles) as at the end of the immediately preceding financial year of the Company;

7.3.4it shall ensure that each financial year of each member of the Group shall end on 30 September; and

7.3.5it shall ensure that each member of the Group (other than the Company) shall be wholly-owned directly or indirectly by one or more Company Entities.

7.4Undertaking by the Founder

The Founder undertakes that during the period from the date of this Instrument and whilst any Warrants are outstanding it shall procure that the Issuer complies with the obligations expressed to be assumed by it under this Instrument, the Warrant Agency Agreement and the Warrant Certificates.

8.WINDING UP OF THE ISSUER OR THE COMPANY

8.1Rights of Warrant Holders upon winding up of the Issuer or the Company

If at any time while any Warrants are outstanding an order is made or an effective resolution is passed for the winding up or dissolution of the Issuer or the Company or if any other dissolution of the Issuer or the Company by operation of law is to be effected, the Issuer shall as soon as reasonably practicable send to the Warrant Holders a written notice (with a copy to the Administration Agent) stating that such an order has been made or resolution has been passed or other dissolution is to be effected.  Without prejudice to the Put Rights, a Warrant Holder may at any time within three months after the date of such notice elect, by written notice (with a copy to the Administration Agent) to the Issuer and subject to Applicable Laws, to be treated as if it had, immediately before the date of the making of the order or passing of the resolution or other dissolution, exercised its rights (and as if such rights were exercisable in accordance with the terms of this Instrument) to purchase the Warrant Shares from the Issuer in preference and prior to any other party subject to the Applicable Laws.

8.2Warrants lapse upon dissolution

Subject to compliance by the Issuer with the Put Rights and Clause 8.1 (Rights of Warrant Holders upon winding up of the Issuer or the Company), the Warrants held by a Warrant Holder shall lapse on a dissolution or winding up of the Issuer.

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8.3No obligation

For the avoidance of doubt, the Warrant Holders shall not have any obligation to make any actual payment to the Issuer or the Company in connection with a dissolution or winding up of the Issuer or the Company.

9.TRANSFER OF WARRANTS AND LEGENDS

9.1Subject to compliance with the Applicable Laws, the Warrants and all rights thereunder are transferable in accordance with the provisions of Schedule 5 (Register, Transfers and Notices) without charge to the relevant Warrant Holder.

9.2Each Warrant Certificate issued hereunder shall bear a legend in substantially the following form

“THIS WARRANT AND THE SHARES ACQUIRABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, THIS WARRANT MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCES. THIS WARRANT IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE WARRANT INSTRUMENT DATED AS OF [      ] AND THE WARRANT AGENCY AGREEMENT DATED AS OF [                  ], COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE ADMINISTRATION AGENT OR ANY SUCCESSOR THERETO.  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT THE HOLDER IS A PERSON OUTSIDE THE UNITED STATES PURCHASING WARRANTS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS WARRANT OR THE SHARES ACQUIRABLE UPON EXERCISE OF THIS WARRANT EXCEPT (A) TO PREMIUM SINO FINANCE LIMITED (THE “ISSUER”) OR ITS AFFILIATES; (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE); (E) PURSUANT TO ANY AVAILABLE EXEMPTION FROM THE REGISTRATION

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REQUIREMENTS UNDER THE SECURITIES ACT (PROVIDED THAT AS A CONDITION TO THE REGISTRATION OF TRANSFER OF ANY WARRANTS OTHERWISE THAN AS DESCRIBED HEREIN, THE ISSUER OR THE ADMINISTRATION AGENT MAY, IN CIRCUMSTANCES THAT ANY OF THEM DEEMS APPROPRIATE, REQUIRE EVIDENCE AS TO COMPLIANCE WITH ANY SUCH EXEMPTION); OR (F) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF THE REGULATION S UNDER THE SECURITIES ACT; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS WARRANT IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.”

When the Warrants and/or Warrant Shares (a) shall have been effectively registered under the Securities Act and applicable securities laws, or (b) are no longer subject to any restrictions upon transfer under the Securities Act, the Issuer shall, upon the written request of the relevant Warrant Holder, issue to such Warrant Holder in exchange for such Warrant Holder’s existing Warrant Certificate a new Warrant Certificate evidencing such Warrant(s) (represented by such existing Warrant Certificate) without a legend setting forth the relevant transfer restriction, as the case may be.

10.AGENTS AND ARRANGER

10.1Administration Agent

The Issuer shall, in accordance with the terms of the Warrant Agency Agreement, appoint and authorise, the Administration Agent to act as administration agent in respect of the Warrants and exercise the rights, powers, authorities and discretions specifically given to the Administration Agent under this Instrument and/or the Warrant Agency Agreement, including without limitation maintaining the Register in accordance with Schedule 5 (Register, Transfers and Notices) and the other provisions of this Instrument and the Warrant Agency Agreement.

10.2Calculation Agent

The Issuer shall, in accordance with the terms of the Warrant Agency Agreement, appoint and authorise, the Calculation Agent to act as calculation agent in respect of the Warrants and exercise the rights, powers, authorities and discretions specifically given to the Calculation Agent under this Instrument and/or the Warrant Agency Agreement.

10.3Maintenance of Agents

The Issuer must maintain, in accordance with the terms of the Warrant Agency Agreement, an Administration Agent and a Calculation Agent at all times during the

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term of this Instrument with effect no later than the date of the first Utilisation Request under the Facility Agreement. The Issuer must ensure that (a) the same Person acts as administration agent under all Transaction Warrant Instruments at all times during the term of this Instrument and (b) the same Person acts as calculation agent under all Transaction Warrant Instruments at all times during the term of this Instrument.

10.4Protection of Agents

Any protection afforded to any Agent (including without limitation any exclusion of liability) pursuant to the provisions of the Warrant Agency Agreement shall be binding on all of the Issuer, the Company, each other Warrant Guarantor, the Founder, the Warrant Holders and the Beneficial Holders.

10.5Role of the Arranger

The Arranger has no obligations of any kind to any of the Issuer, the Company, any other Warrant Guarantor, the Founder, any Warrant Holder, any Beneficial Holder under or in connection with this Instrument, any other Transaction Warrant Instrument, or any other Transaction Document.

10.6Protection of Arranger

Any protection afforded to the Arranger (including without limitation any exclusion of liability) pursuant to the provisions of this Instrument shall be binding on all of the Issuer, the Company, each other Warrant Guarantor, the Founder, the Warrant Holders and the Beneficial Holders.

11.VARIATION OF RIGHTS AND VOTES

11.1Modification

11.1.1Subject to Clauses 5.3 (Stock Exchanges) and Clauses 11.1.2 to 11.1.4, any of the rights for the time being attached to the Warrants may from time to time (whether or not the Issuer or the Company is being wound up) be altered, abrogated or waived with the sanction of a Written Consent and shall be effected by an instrument by way of deed poll executed by the Issuer, the Founder, and (at all times prior to a Qualifying IPO) the Warrant Guarantors and (in each case) expressed to be supplemental to this Instrument (but without any need for such instrument to be executed by any Initial Beneficial Holder, any Warrant Holder or any other Beneficial Holder).

11.1.2Any proposed amendment, modification, alteration or waiver to the terms of the Warrants or the provisions of this Instrument in respect of or relating to the Purchase Price, the Stated Per Cent, any Entitlement or any Put Payment, or the definition of “Transaction Entitlement”, “Transaction

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Warrant”, “Transaction Warrant Holder”, “Transaction Warrant Instrument” or “Total Transaction Entitlement”, or any amendment to the terms of this Clause 11, or any other provision of this Instrument which expressly contemplates a Unanimous Written Consent, shall not be effective unless such amendment, modification, alteration or waiver is consented to by a Unanimous Written Consent and any such amendment, modification, alteration or waiver shall be effected by an instrument by way of deed poll executed by the Issuer, the Founder, and (at all times prior to a Qualifying IPO) the Warrant Guarantors and (in each case) expressed to be supplemental to this Instrument (but without any need for such instrument to be executed by any Initial Beneficial Holder, any Warrant Holder or any other Beneficial Holder).

11.1.3Any amendment, modification, alteration or waiver which relates to or has the effect of changing Clause 2.1 (Issue of Warrants), Schedule 10 (Form of Designation Notice) or the definition of “Arranger” or “Designation Notice”, or any provision conferring any right or protection on the Arranger, may not be effected with the prior written consent of the Arranger.

11.1.4At all times during the period from the date of this Instrument to the time when the Global Warrant Certificate has been issued in accordance with Clause 2.1.1(b), for the purposes of any Written Consent, Unanimous Written Consent or Transaction Written Consent, each Person set out in Schedule 1 (Initial Beneficial Holders and Initial Warrants held) shall be deemed to be a Warrant Holder with outstanding Warrants carrying an Entitlement set out opposite the name of such Person in Schedule 1 (Initial Beneficial Holders and Initial Warrants held).

11.2Endorsement

A memorandum of every such supplemental deed as is referred to in Clause 11.1 (Modification) shall be endorsed on the Warrant Certificates and notice of such alteration, abrogation, waiver or modification shall be given to the Warrant Holders, the Issuer, the Founder, the Administration Agent, the Calculation Agent, and the Arranger within five Business Days of it occurring.

11.3Termination

11.3.1This Instrument shall terminate and shall cease to have effect at the earlier of (a) when all the rights of the Warrant Holders under this Instrument have lapsed or have been exercised in accordance with its terms and (b) when all Warrant Holders, the Issuer and the Company agree in writing that this Instrument shall terminate and cease to have any effect. For the avoidance of doubt, this Instrument shall continue to have full force and effect and the Warrants (including the Purchase Rights and/or the Put Rights) shall

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continue to be capable of being exercised (unless they have otherwise lapsed in accordance with the terms of this Instrument) notwithstanding (i) all obligations under the Facility Agreement have been irrevocably discharged in full, (ii) all amounts which may be or become payable by any or all of the Obligors under or in connection with the Transaction Documents have been irrevocably paid in full including, without limitation, any mandatory prepayment, voluntary prepayment, exercise of any put option thereunder and (iii) no Lender is under any further obligation (whether actual or contingent) to provide any further advance or financial accommodation to any Obligor under any Finance Document.

11.3.2Notwithstanding Clause 11.3.1, Clauses 6.4 (Right of first offer on new issue), 6.5 (Right of first offer on transfer), 6.6 (Co-sale right), 7.2 (Undertakings by the Company), 7.3 (Undertakings by the Warrant Guarantors) and 12.6 (Information Rights of the Warrant Holders) shall cease to apply upon and after a Qualifying IPO.

11.4Votes and written resolutions

11.4.1All decisions by the Warrant Holders pursuant to this Instrument shall be taken either by way of Written Consent or a Unanimous Written Consent or a Transaction Written Consent (as the case requires).

11.4.2In voting by the Warrant Holders on any proposed Written Consent, each Warrant Holder (in its capacity as such) is entitled to such proportion of votes represented by its Entitlement borne to the Total Entitlement. A Warrant Holder need not use its entire proportion of votes or cast all its proportion of votes it uses in the same way.

11.4.3In voting by the Transaction Warrant Holders on any proposed Transaction Written Consent, each Warrant Holder (in its capacity as such, but without prejudice to its entitlement as Transaction Warrant Holder under any other Transaction Warrant Instrument) is entitled to such proportion of votes represented by its Entitlement borne to the aggregate Transaction Entitlement of the Transaction Warrant Holders. A Warrant Holder need not use its entire proportion of votes or cast all its proportion of votes it uses in the same way.

11.4.4A Written Consent or a Unanimous Written Consent or a Transaction Written Consent signed by the requisite number of Warrant Holders or Transaction Warrant Holders (as the case requires) may be contained in one document or in several documents in like form each signed by one or more of the relevant Warrant Holders or Transaction Warrant Holders (as the case requires) and the date of the resolution will be when the resolution is signed by or on behalf of the last relevant Transaction Warrant Holder.

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11.4.5If any Relevant Party or any Transaction Warrant Holder requests the Administration Agent to put any matter or proposal (including without limitation any proposal for amendment, modification, alteration or waiver of any term of this Instrument) to the Warrant Holders or the Transaction Warrant Holders for voting, the Issuer shall ensure that Administration Agent shall:

(a)promptly notify the Warrant Holders or (as the case may be) the Transaction Warrant Holders of such matter or proposal in accordance with the terms of this Instrument (in the case of notification to the Warrant Holders) and other applicable Transaction Warrant Instruments (in the case of notification to other Transaction Warrant Holders);

(b)notify the Issuer and the Warrant Holders of the results of voting on such matter or proposal including whether the applicable Written Consent, Transaction Written Consent or Unanimous Written Consent has been attained in respect of such matter or proposal; and

(c)shall, at the request of the Issuer or any Warrant Issuer, keep the Issuer or such Warrant Issuer informed as the progress of attaining the applicable Written Consent, Transaction Written Consent or Unanimous Written Consent in respect of such matter or proposal.

12.WARRANTIES AND UNDERTAKINGS

12.1Warranties in respect of the Issuer, the Warrant Guarantors and the Founder

Each of the Issuer, the Company, the other Warrant Guarantors and the Founder, in respect of itself, represents and warrants to the Warrant Holders and the Beneficial Holders on the date of this Instrument and on the Initial Utilisation Date, each other Utilisation Date, the date on which the Warrant Agency Agreement is executed, the date on which any Warrant Certificate is issued and on each day on which any Accession Undertaking is delivered that:

12.1.1in the case of the Issuer, the Company and each other Warrant Guarantor, it is a company duly organised, validly existing and in good standing under the laws of its jurisdiction of incorporation;

12.1.2in the case of the Issuer, the Company and each other Warrant Guarantor, it has all requisite power, right and authority and has taken all necessary action to authorise its entry into, and has obtained all necessary consents and waivers, to execute, deliver, exercise its rights and perform its obligations under, this Instrument, the Warrant Agency Agreement, each Warrant Certificate and any Accession Undertaking to which it is a party and to consummate the transactions contemplated hereby and thereby;

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12.1.3no approvals are required under any Applicable Laws in relation to the transactions contemplated by this Instrument, the Warrant Agency Agreement, any Warrant Certificate and/or any Accession Undertaking to which it is a party;

12.1.4his or its obligations under this Instrument, the Warrant Agency Agreement, any Warrant Certificate and any Accession Undertaking to which he or it is a party constitute valid, legal and binding obligations and are enforceable in accordance with its terms;

12.1.5the execution and delivery of, and the performance by him or it of his or its obligations under this Instrument, the Warrant Agency Agreement, any Warrant Certificate and/or and any Accession Undertaking to which he or it is a party will not result in:

(a)in the case of the Issuer, the Company or any other Warrant Guarantor, a breach of any provision of its memorandum or articles of association or by-laws or equivalent constitutional documents;

(b)a breach of, or constitute a default under, or conflict with any agreement or any instrument to which he or it is a party or by which he or it is bound;

(c)a breach of any order, judgment or decree of any court or governmental agency to which he or it is subject or by which he or it is bound or submits;

(d)a breach of any Applicable Laws; or

(e)his or its losing the benefit of any material permit, asset, license, grant, subsidy, right or privilege which he or it enjoys in any jurisdiction;

12.1.6in the case of the Issuer, the Company and each other Warrant Guarantor, its board of directors has authorised the execution of this Instrument, the Warrant Agency Agreement, any Warrant Certificate and any Accession Undertaking to which it is a party;

12.1.7the Ordinary Shares comprise the entire voting share capital of the Company;

12.1.8as of the Initial Utilisation Date, (i) the entire issued share capital of the Company shall be owned by the Issuer (as to 90%) and Wise Worldwide Limited, a BVI Business Company incorporated under the laws of the British Virgin Islands with company registration number 1515404 (as to 10%) (in the case of the Issuer, free from any Encumbrance) and (ii) the entire issued share capital of the Issuer is owned by the Founder;

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12.1.9(as of the date of this Instrument, the Initial Utilisation Date and each other Utilisation Date) there has not occurred any Event of Default and no Event of Default is outstanding or continuing;

12.1.10as of the Initial Utilisation Date, other than pursuant to this Instrument and/or other Transaction Warrant Instruments, there is no agreement, arrangement or obligation requiring the creation, allotment, issue or grant to a Person of the right (conditional or not) to require the allotment, issue or transfer of any shares in the Company (including without limitation any option or right of conversion); and

12.1.11as of the Initial Utilisation Date, other than pursuant to this Instrument and/or other Transaction Warrant Instruments and the Share Pledge, there is no Encumbrance, and there is no agreement, arrangement or obligation to create or give an Encumbrance, over any unissued share capital of the Company or any of the Required Shares.  No Person has claimed to be entitled to an Encumbrance in relation to any unissued share capital of the Company or any of the Required Shares.  Other than pursuant to this Instrument and/or other Transaction Warrant Instruments, there are no securities convertible into or ultimately exchangeable or exercisable for any share in the Company.

12.2Further warranties in respect of the Issuer

The Issuer further represents and warrants to the Warrant Holders and the Beneficial Holders on the date of this Instrument and on each Utilisation Date that:

12.2.1it has obtained the requisite authority, pursuant to the laws of its jurisdiction of incorporation, to issue the Warrants and transfer the Warrant Shares upon the exercise of the Purchase Rights;

12.2.2it legally and beneficially owns the Warrant Shares free from any Encumbrances (other than the Share Pledge) and the Warrant Shares are credited as fully paid, and rank pari passu in all respects with the existing Ordinary Shares;

12.2.3neither it nor any of its affiliates (as defined in Rule 405 under the Securities Act), nor any person acting on its or their behalf has engaged in any “directed selling efforts” (as defined in Regulation S under the Securities Act) with respect to the Warrants;

12.2.4it is a “foreign issuer” (as such term is defined in Regulation S under the Securities Act) that reasonably believes that there is no substantial U.S. market interest (as defined in Regulation S under the Securities Act) in the Warrants to be offered or sold and the securities of the Company to be purchased upon exercise of the Warrants; and

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12.2.5the sale and delivery of the Warrant Shares to the Warrant Holders pursuant to the terms hereof will vest in the Warrant Holders valid legal and beneficial title to the Warrant Shares free and clear of all Encumbrances.

12.3Upon exercise of the Purchase Rights by a Warrant Holder and immediately before the issue of the Warrant Shares pursuant to such exercise,

12.3.1each of the Issuer, the Company and the Founder is deemed to warrant to that Warrant Holder that each of the warranties in Clauses 12.1 and 12.3; and

12.3.2the Issuer is deemed to warrant to that Warrant Holder that each of the warranties in Clause 12.2,

is true, accurate and not misleading by reference to the facts and circumstances then subsisting.

12.4Warranties in respect of the Warrant Holders

By accepting the Warrants, each Warrant Holder, in respect of itself, represents and warrants to the Issuer as follows:

12.4.1the Warrant Holder is a person outside the United States purchasing the Warrants in an offshore transaction in accordance with Regulation S under the Securities Act; and

12.4.2the Warrant Holder understands and acknowledges that the offer, issue and sale of the Warrants and Warrant Shares have not been registered under the Securities Act or under any other securities laws.

12.5Undertakings of the Warrant Holders

By accepting the Warrants, each Warrant Holder acknowledges, is aware of, and agrees to comply with, the restrictions on transferability of the Warrants and the Warrant Shares set out in this Instrument and/or any applicable Warrant Certificate, including the restriction that the Warrants and the Warrant Shares not be sold, transferred or otherwise disposed of until, as the case may be, (i) in the United States a registration statement under the Securities Act with respect thereto shall have become effective or an exemption from such registration requirements is available or (ii) all applicable securities laws of other relevant jurisdictions shall have been complied with.

12.6Information Rights of the Warrant Holders

The Company shall send, and the Issuer shall procure that the Company sends, to each Warrant Holder:

12.6.1as soon as the same become available, but in any event within 120 days after the end of the relevant financial year of the Borrower or the Company,

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as the case may be, a copy of the financial statements of the Borrower (prior to a Qualifying IPO) audited by an Approved Audit Firm and prepared in accordance with the Accounting Principles;

12.6.2as soon as the same become available, but in any event within 45 days after end of each financial quarter of the Borrower or the Company, as the case may be, the unaudited financial statements for the Borrower (prior to a Qualifying IPO) for such financial quarter and prepared in accordance with the Accounting Principles;

12.6.3No later than 10 days prior to the commencement of each successivehalf-yearly period in any financial year of the Borrower or the Company, as the case may be, a consolidated budget and business plan for the next financial half-year of the Borrower (prior to a Qualifying IPO); and

12.6.4such other information regarding the business and financial affairs of the Company and its Subsidiaries as any Warrant Holder may reasonably request (and it shall be reasonable for the purposes of this Clause 12.6.4 for the Warrant Holders to request any information which the holders of Equity Shares are entitled to receive).

13.GUARANTEE

13.1Guarantee and indemnity

Each Warrant Guarantor irrevocably, absolutely and unconditionally (and jointly and severally with each other Warrant Guarantor):

13.1.1guarantees to each Warrant Holder punctual performance by the Issuer of all of the obligations assumed and/or expressed to be assumed by the Issuer under this Instrument, the Warrant Agency Agreement and any Warrant Certificate;

13.1.2undertakes with each Warrant Holder that whenever the Issuer does not pay any amount when due under or in connection with this Instrument, the Warrant Agency Agreement or any Warrant Certificate, such Warrant Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

13.1.3indemnifies each Warrant Holder immediately on demand against any cost, loss or liability suffered by that Warrant Holder if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal.  The amount of the cost, loss or liability shall be equal to the amount which that Warrant Holder would otherwise have been entitled to recover.

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13.2Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Issuer under this Instrument, the Warrant Agency Agreement and/or any Warrant Certificate, regardless of any intermediate payment or discharge in whole or in part.

13.3Reinstatement

If any payment by any Obligor to any Secured Party or any recovery by any Secured Party from any Obligor or any discharge or release given by a Secured Party (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event or for any other reason:

13.3.1the liability of each Obligor party hereto shall continue as if that payment, recovery, discharge, avoidance, reduction or release had not occurred; and

13.3.2each Warrant Holder shall be entitled to recover the value or amount of that payment or recovery, and any security, from each Obligor party hereto, as if that payment, recovery, discharge, avoidance, reduction or release had not occurred.

13.4Waiver of defences

The obligations of the Warrant Guarantors under this Clause 13 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of their obligations under this Clause 13 (without limitation and whether or not known to it or any Warrant Holder) including:

13.4.1any time, waiver or consent granted to, or composition with, any Obligor or any other person;

13.4.2the release of any Obligor or any other person under the terms of any composition or arrangement with any creditor of any Obligor or any other person;

13.4.3the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

13.4.4any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any Obligor or any other person;

13.4.5any amendment (however fundamental) or replacement of a Transaction Document or any other document or security;

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13.4.6any unenforceability, illegality or invalidity of any obligation of any person under any of the Transaction Documents or any other document or security;

13.4.7any insolvency or similar proceedings; or

13.4.8any claims or set-off right that any Warrant Guarantor may have.

13.5Guarantor Intent

Without prejudice to the generality of Clause 13.4 (Waiver of defences), each Warrant Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to this Instrument, the Warrant Agency Agreement and/or any Warrant Certificate and/or any amount from time to time owing under this Instrument, the Warrant Agency Agreement and/or any Warrant Certificate for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

13.6Immediate recourse

Each Warrant Guarantor waives any right it may have of first requiring any Warrant Holder (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from such Warrant Guarantor under this Clause 13.  This waiver applies irrespective of any law or any provision of this Instrument to the contrary.

13.7Appropriations

Until (i) all amounts which may be or become payable by any or all of the Obligors under or in connection with the Transaction Documents have been irrevocably paid in full, (ii) no Secured Party is under any further obligation (whether actual or contingent) to provide any further advance or financial accommodation to any Obligor under any Transaction Document, (iii) no Transaction Warrant is outstanding and (iv) no Treasury Transaction is outstanding under any Hedging Agreement, each Warrant Holder (or any trustee or agent on its behalf) may:

13.7.1refrain from applying or enforcing any other moneys, security or rights held or received by that Warrant Holder (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and none of the Warrant Guarantors shall be entitled to the benefit of the same; and

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13.7.2hold in an interest-bearing suspense account any moneys received from any Warrant Guarantor or on account of any Warrant Guarantor’s liability under this Clause 13.

13.8Deferral of Warrant Guarantors’ rights

Until (i) all amounts which may be or become payable by any or all of the Obligors under or in connection with the Transaction Documents have been irrevocably paid in full, (ii) no Secured Party is under any further obligation (whether actual or contingent) to provide any further advance or financial accommodation to any Obligor under any Transaction Document, (iii) no Transaction Warrant is outstanding and (iv) no Treasury Transaction is outstanding under any Hedging Agreement, none of the Warrant Guarantors shall (unless the Security Agent otherwise directs pursuant to any Security Document) exercise any rights which it may have by reason of performance by it of its obligations under the Transaction Documents:

13.8.1to be indemnified by any other Obligor;

13.8.2to claim any contribution from any other guarantor of any Obligor’s obligations under any or all of the Transaction Documents; and/or

13.8.3to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Secured Parties under the Transaction Documents or of any other guarantee or security taken pursuant to, or in connection with, the Transaction Documents by any Transaction Party.

13.9Additional security

13.9.1This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Secured Party.

13.9.2Upon any person becoming a member of the Group after the date of this Instrument, then unless such member of the Group is incorporated in the PRC, each of the Issuer and the Warrant Guarantors shall ensure that such person shall promptly become party hereto as an “Additional Warrant Guarantor” in accordance with Clause 13.9.3.

13.9.3A person that becomes a member of the Group after the date of this Instrument may become party hereto as an “Additional Warrant Guarantor” by delivering to the Administration Agent an Accession Undertaking executed by such person and the Issuer.  The Administration Agent shall notify the Issuer and the Warrant Holders of its receipt of any Accession Undertaking.

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13.10Release

Upon the occurrence of a Qualifying IPO, the obligations of each Warrant Guarantor under this Clause 13 shall terminate.  Nothing in this Clause 13.10 shall prejudice the obligations of any other Obligor hereunder or the obligations of any Warrant Guarantor under any other provision of this Instrument.

14.REPLACEMENT OF WARRANT CERTIFICATES

If a Warrant Certificate is mutilated, defaced, lost, stolen or destroyed it will be replaced by the Issuer, at the cost of the relevant Warrant Holder, on such terms as to evidence and indemnification as the Issuer may reasonably require.  Mutilated or defaced Warrant Certificates in respect of which replacements are being sought must be surrendered to the Administration Agent against issuance of replacement Warrant Certificate(s).

15.CONFIDENTIAL INFORMATION

15.1Confidentiality undertaking

Subject to the other provisions of this Clause 15 (Confidential Information), each of the Warrant Holders shall at all times prior to the Qualifying IPO keep confidential information obtained from the Group relating to the Group (the “Confidential Information”) confidential unless:

15.1.1that information comes into the public domain otherwise than through a breach of that Warrant Holder’s obligations under this Clause 15 (Confidential Information); or

15.1.2such information is required to be disclosed by law, by the rules, regulations or requirements of a securities exchange on which that Warrant Holder’s shares (or a member of that Warrant Holder’s Group’s shares) are listed or traded or by a Government Authority or other regulatory or self-regulatory body or authority with relevant powers to which a Warrant Holder (or a member of that Warrant Holder’s Group) is subject or submits, whether or not the requirement has the force of law.

15.2Permitted disclosure

Notwithstanding Clause 15.1 (Confidentiality undertaking), a Warrant Holder may pass Confidential Information to any of its Affiliates and any other Person:

15.2.1to (or through) whom that Warrant Holder assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Instrument and/or all or any of its Warrants;

15.2.2with (or through) whom that Warrant Holder enters into (or may potentially enter into) any transaction under which payments are to be made by reference to this Instrument;

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15.2.3who acquires or is proposing to acquire any interest in, or enters into or is proposing to enter into any merger, amalgamation or other similar arrangement with, that Warrant Holder;

15.2.4who is a professional adviser of such Warrant Holder or its Affiliates;

15.2.5who is an Agent;

15.2.6who is a Warrant Holder or a Secured Party;

15.2.7who is an employee or officer of any Warrant Holder (where such disclosure is reasonably required for the performance of the duties or functions of such employee or officer); or

15.2.8in any legal proceedings arising out of or in connection with this Instrument, or to the extent otherwise reasonably necessary in connection with any preservation or enforcement of any right or remedy under or in connection with this Instrument,

provided that, in the case of Clauses 15.2.1, 15.2.2, 15.2.3, 15.2.4 or 15.2.5 above, the Person to whom the information is to be given has undertaken in writing that it shall keep such information confidential and that it may only disclose such information to another Person on terms permitted under this Clause 15 (Confidential Information) (as if the first-mentioned Person were a Warrant Holder).

16.TAX GROSS UP

16.1If a deduction or withholding for or on account of Tax from a payment under this Instrument is required by law to be made by the Issuer, the Company, any other Warrant Guarantor or the Founder, the amount of the payment due from the Issuer, the Company, such other Warrant Guarantor or the Founder (as the case may be)  shall be increased to an amount which (after making all Tax deductions and withholdings) leaves an amount equal to the payment which would have been due if no Tax deduction or withholding had been required.

16.2Within 30 days of making a deduction or withholding as described in Clause 16.1, the Issuer, the Company, such other Warrant Guarantor or the Founder (as the case may be) shall deliver to the relevant Warrant Holders an original receipt (or a certified copy thereof) reasonably satisfactory to the relevant Warrant Holders that such deduction or withholding has been made or (as applicable) any appropriate payment has been paid to the relevant Tax authority.

17.NO SET-OFF

All payments to be made by the Issuer, the Company, any other Warrant Guarantor or the Founder under this Instrument shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

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18.NOTICES

Any notice to be given for the purposes of this Instrument shall be given in accordance with the provisions of paragraph 3 of Schedule 5 (Register, Transfers and Notices). Any notice to be given to the Issuer, the Company, any other Warrant Guarantor or the Founder shall be given to their respective addresses as shown in the list of parties at the beginning of this Instrument or in Schedule 5 (Register, Transfers and Notices).

19.PARTIAL INVALIDITY

If, at any time, any provision of this Instrument is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

20.DEFAULT INTEREST

If the Issuer, the Company, any other Warrant Guarantor or the Founder defaults in the payment when due of any sum payable under this Instrument, the Warrant Agency Agreement or any Warrant Certificate (howsoever determined), the Issuer, the Company, such other Warrant Guarantor or the Founder (as the case may) shall pay interest on such sum from the date when such payment is due until the date of actual payment at a rate per annum equal to the default rate of interest determined pursuant to Clause 9.3 (Default interest) of the Facility Agreement (in the form subsisting as at the date of this Instrument) as if such sum were a sum due and payable by the Borrower but unpaid under the Facility Agreement.  Such interest shall accrue from day to day and be payable upon demand.

21.GOVERNING LAW AND JURISDICTION

21.1Governing law

This Instrument and the Warrants are governed by and shall be construed in accordance with Hong Kong law.

21.2Jurisdiction

21.2.1The courts of Hong Kong shall have non-exclusive jurisdiction to settle any dispute arising from or connected with this Instrument or the Warrants including, without limitation, a dispute regarding the existence, validity or termination of this Instrument or the consequences of its nullity (a “Dispute”).

21.2.2The parties agree that the courts of Hong Kong are the most appropriate and convenient forum to settle any Dispute and, accordingly, they will not argue to the contrary.

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21.2.3No Warrant Holder shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, the Warrant Holders may take concurrent proceedings in any number of jurisdictions.

21.3Service of proceedings

Each of the Issuer, the Company, each other Warrant Guarantor and the Founder agrees that the documents which start any proceedings relating to a Dispute (“Proceedings”) and any other documents required to be served in relation to those Proceedings on the Issuer, the Company, each other Warrant Guarantor and the Founder (as the case may be) may be served on International Petroleum Services Corporation Limited of 1/F., Sunning Plaza, 10 Hysan Avenue, Causeway Bay, Hong Kong, on behalf of the Issuer, the Company, each other Warrant Guarantor (that is not incorporated in Hong Kong) and the Founder in accordance with Clause 18 (Notices), and each of the Issuer, the Company, each other Warrant Guarantor (that is not incorporated in Hong Kong) and the Founder irrevocably appoints such Person as its agent to accept service of Proceedings.  These documents may, however, be served in any other manner allowed by law.  This Clause applies to all Proceedings wherever started.

22.EFFECT

This Instrument shall take effect as a deed poll, and shall take effect for the benefit of the Warrant Holders and the Beneficial Holders from time to time, and (in relation to any provision that is expressed for the benefit of or purports to grant any right to the Arranger) the Arranger.

IN WITNESS WHEREOF this Instrument has been executed by the Issuer, the Company, Parentco, Holdco and the Founder as a deed poll and is intended to be and is hereby delivered on the date first above written and has been signed and is delivered by the Initial Beneficial Holders on the date first above written.

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SCHEDULE 1
INITIAL BENEFICIAL HOLDERS AND INITIAL WARRANTS HELD

Name of Initial Beneficial Holders	Notice Address	Number of Warrants	Entitlement
Deutsche Bank AG, Hong Kong Branch	Address: 45/F, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong Fax: +852 2203 7241 Attention: Mabel Law, cc to Rowena Yue & Kari Cheng Email: mabel.law@db.com rowena.yue@db.com kari.cheng@db.com	295,384	2.95384	%
Triple Wise Asset Holdings Ltd.	Address: 34/F, Two Pacific Place, 88 Queensway, Hong Kong Fax: +852 2537 4008 Attention: Rosche Yam Email: roschey@ccbintl.com	541,538	5.41538	%
Sequoia Capital China Growth Fund I, L.P.	Address: 2408-2410, Air China Plaza, No.36 Xiaoyun Road, Chaoyang District, Beijing, P.R. China, 100027 Fax: +86 10 8447 5669 Attention: George Xu Email: xu@sequoiacap.com With copy to: Address: Suite 2215, Two Pacific Place, 88 Queensway, Hong Kong Fax: +852-2510-5249 Attention: Jimmy Wong email: wong@sequoiacap.com	257,635	2.57635	%
Sequoia Capital China Growth	Address: 2408-2410, Air China Plaza, No.36 Xiaoyun Road, Chaoyang District,	6,144	0.06144	%

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Partners Fund I, L.P.	Beijing, P.R. China, 100027 Fax: +86 10 8447 5669 Attention: George Xu Email: xu@sequoiacap.com With copy to: Address: Suite 2215, Two Pacific Place, 88 Queensway, Hong Kong Fax: +852-2510-5249 Attention: Jimmy Wong email: wong@sequoiacap.com
Sequoia Capital China GF Principals Fund I, L.P.	Address: 2408-2410, Air China Plaza, No.36 Xiaoyun Road, Chaoyang District, Beijing, P.R. China, 100027 Fax: +86 10 8447 5669 Attention: George Xu Email: xu@sequoiacap.com With copy to: Address: Suite 2215, Two Pacific Place, 88 Queensway, Hong Kong Fax: +852-2510-5249 Attention: Jimmy Wong email: wong@sequoiacap.com	31,606	0.31606	%
Good Merit International Limited	Address: Room 1211, 12/F, New World Tower 1, No. 18 Queen’s Road Central, Hong Kong Fax: +852 2901 8338 Attention: Yvonne Louie Email: yvonnelouie@dragon-bridge.com	98,462	0.98462	%
Total:		1,230,769	12.30769	%

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SCHEDULE 2
FORM OF GLOBAL WARRANT CERTIFICATE

ISIN: VGG 7231T1057

THIS WARRANT AND THE SHARES ACQUIRABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, THIS WARRANT MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCES. THIS WARRANT IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE WARRANT INSTRUMENT DATED AS OF [              ] AND THE WARRANT AGENCY AGREEMENT DATED AS OF [                        ], COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE ADMINISTRATION AGENT OR ANY SUCCESSOR THERETO.  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT THE HOLDER IS A PERSON OUTSIDE THE UNITED STATES PURCHASING WARRANTS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS WARRANT OR THE SHARES ACQUIRABLE UPON EXERCISE OF THIS WARRANT EXCEPT (A) TO PREMIUM SINO FINANCE LIMITED (THE “ISSUER”) OR ITS AFFILIATES; (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE); (E) PURSUANT TO ANY AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT (PROVIDED THAT AS A CONDITION TO THE REGISTRATION OF TRANSFER OF ANY WARRANTS OTHERWISE THAN AS DESCRIBED HEREIN, THE ISSUER OR THE ADMINISTRATION AGENT MAY, IN CIRCUMSTANCES THAT ANY OF THEM DEEMS APPROPRIATE, REQUIRE EVIDENCE AS TO COMPLIANCE WITH ANY SUCH EXEMPTION); OR (F) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF THE REGULATION S UNDER THE SECURITIES ACT; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS WARRANT IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

PREMIUM SINO FINANCE LIMITED

(Incorporated in the British Virgin Islands)
GLOBAL WARRANT CERTIFICATE

1.INTRODUCTION

This Global Warrant Certificate is issued in respect of in aggregate [  ] Tranche A warrants which entitle the holder thereof to purchase such number of shares in the

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capital of Sinotech Energy Limited (the “Company”) representing in aggregate [ ]% of the Fully Diluted Share Capital (the “Warrants”) constituted and issued by Premium Sino Finance Limited (the “Issuer”).  The Warrants are constituted by the Instrument constituting Tranche A warrants to purchase shares in Sinotech Energy Limited dated [   ] (as amended or supplemented from time to time, the “Warrant Instrument”) by, among others, the Issuer, the Company, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng and are the subject of a warrant agency agreement dated [   ] (as amended or supplemented from time to time, the “Warrant Agency Agreement”) and made between the Issuer, Deutsche Bank AG, Hong Kong Branch as administration agent (the “Administration Agent”, which expression includes any successor administration agent appointed from time to time in connection with the Warrants) and Deutsche Bank AG, Hong Kong Branch as calculation agent (the “Calculation Agent”, which expression includes any successor calculation agent appointed from time to time in connection with the Warrants).

2.DEFINITIONS

Words and expressions defined in the Warrant Instrument shall have the same meanings when used in this Global Warrant Certificate.

3.REGISTERED HOLDER

This is to certify that:

[   ]

is the person registered in the warrant register maintained by the Administration Agent in relation to the Warrants (the “Register”) as the duly registered holder (the “Holder”) of:

[  ] ([  ]) WARRANTS

to purchase such number of Warrant Shares representing [ ]% of the Fully Diluted Share Capital as may be adjusted from time to time in accordance with the terms and conditions of the Warrant Instrument.

4.EXCHANGE

4.1After the occurrence of a Direct Rights Event in respect of a Beneficial Holder, and at the written request of such Beneficial Holder (“Direct Rights Notice”), this Global Warrant Certificate will be exchanged, in part, for duly authenticated and completed individual warrant certificates (“Individual Warrant Certificates”) in substantially the form (subject to completion) set out in Schedule 3 (Form of Individual Warrant Certificate) to the Warrant Instrument, such Individual Warrant Certificates to represent in aggregate such number of Warrants (and with such aggregate Entitlements) equal to the aggregate number of Warrants (and, as

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applicable, the aggregate Entitlements) to which such Beneficial Holder’s Entry relates as at the Determination Date in respect of such Beneficial Holder.

4.2If:

4.2.1Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme, Luxembourg (“Clearstream, Luxembourg”) is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business; or

4.2.2a Direct Rights Event occurs with respect to any Beneficial Holder, and the Beneficial Holders whose Entries (immediately prior to the giving by any Beneficial Holder of any Direct Rights Notice in respect of such Direct Rights Event) in aggregate relate to 50% or more of the Warrants represented by such Global Warrant Certificate (immediately prior to the giving by any Beneficial Holder of any Direct Rights Notice in respect of such Direct Rights Event) give Direct Rights Notices, whether separately or together, to the Administration Agent,

this Global Warrant Certificate will be exchanged, in whole but not in part only, for duly authenticated and completed Individual Warrant Certificates issued in favour of each of the Beneficial Holders, each representing in aggregate such number of Warrants (and with such aggregate Entitlements) equal to the aggregate number of Warrants (and, as applicable, the aggregate Entitlements) to which such Beneficial Holder’s Entry relates as at the Determination Date in respect of such Beneficial Holder.

5.DELIVERY OF INDIVIDUAL WARRANT CERTIFICATES

5.1Whenever this Global Warrant Certificate is to be exchanged in full for Individual Warrant Certificates, such Individual Warrant Certificates shall be issued, to the applicable Beneficial Holders for an aggregate number of Warrants (and with aggregate Entitlements) equal to the aggregate number of Warrants (and with aggregate Entitlements) represented by this Global Warrant Certificate, within five business days of the delivery, by or on behalf of the Holder, Euroclear and/or Clearstream, Luxembourg, to the Administration Agent of such information as is required to complete and deliver such Individual Warrant Certificates (including, without limitation, the names and addresses of the persons in whose names the Individual Warrant Certificates are to be registered and the number of Warrants and Entitlement of each such person to be represented by such Individual Warrant Certificates) against the surrender of this Global Warrant Certificate at the Specified Office of the Administration Agent.

5.2Whenever this Global Warrant Certificate is to be exchanged in part for Individual Warrant Certificates, such Individual Warrant Certificates shall be issued, to each applicable Beneficial Holder for an aggregate number of Warrants (and with

68

aggregate Entitlements) equal to the aggregate number of Warrants (and with aggregate Entitlements) to which such Beneficial Holder’s Entry relates as at the Determination Date in respect of such Beneficial Holder, within five business days of the delivery, by or on behalf of the Holder, Euroclear and/or Clearstream, Luxembourg, to the Administration Agent of such information as is required to complete and deliver such Individual Warrant Certificates (including, without limitation, the names and addresses of the persons in whose names the Individual Warrant Certificates are to be registered and the number of Warrants and Entitlement of each such person to be represented by such Individual Warrant Certificates). The number of Warrants and Entitlements represented by this Global Warrant Certificate shall be written down in accordance with paragraph 6 below by the number of the Warrants (and, as applicable, the Entitlements) represented by the Individual Warrant Certificates so issued.

5.3Such exchange shall be effected in accordance with the provisions of the Warrant Instrument, the Warrant Agency Agreement, and the regulations concerning the transfer and registration of Warrants scheduled thereto or contained therein and, in particular, shall be effected without charge to any Holder, but against such indemnity as the Administration Agent may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such exchange.  In this paragraph 5, “business day” means a day on which commercial banks are open for business (including dealings in foreign currencies) in the city in which the Administration Agent has its Specified Office.

6.WRITING UP OR DOWN

On each occasion on which:

a)additional Warrants (to be represented by this Global Warrant Certificate in accordance with Clause 2.1.1(d)(i) of the Warrant Instrument) are issued in accordance with Clause 2.1.1(c)  of the Warrant Instrument;

b)Individual Warrant Certificates are delivered in respect of any Warrants represented by this Global Warrant Certificate;

c)Purchase Rights are exercised in respect of any Warrants represented by this Global Warrant Certificate in accordance with Clause 4 (Purchase Rights and Mechanics of Exercise) of the Warrant Instrument;

d)Put Rights are exercised in respect of any Warrants represented by this Global Warrant Certificate in accordance with Clause 6 (Put and Other Rights) of the Warrant Instrument; or

e)any other adjustment to the Warrants and/or Entitlements represented by this Global Warrant Certificate occurs in accordance with the terms of the Warrant Instrument,

69

the Issuer shall procure that the changes to the number of Warrants and/or the Entitlements represented by this Global Warrant Certificate (and adjusted number of Warrants and/or the adjusted Entitlements represented by this Global Warrant Certificate) are noted by the Administration Agent in the First Schedule hereto, whereupon the number of Warrants and the Entitlements represented by this Global Warrant Certificate shall for all purposes be as most recently so noted.

7.WARRANT INSTRUMENT APPLIES

Save as otherwise provided herein and until this Global Warrant Certificate has been exchanged in full as provided herein or cancelled in accordance with the Warrant Instrument and/or the Warrant Agency Agreement, the Holder of this Global Warrant Certificate shall have the benefit of, and be subject to, the Warrant Instrument and, for the purposes of this Global Warrant Certificate, any reference in the Warrant Instrument to “Warrant Certificate” or “Warrant Certificates” shall, except where the context otherwise requires, be construed so as to include this Global Warrant Certificate.

8.NOTICES

Notwithstanding Clause 18 (Notices) of the Warrant Instrument, while Warrants are represented by this Global Warrant Certificate and this Global Warrant Certificate is deposited with a common depositary for Euroclear or Clearstream, Luxembourg any notice to Holders of Warrants represented by this Global Warrant Certificate may be given by delivery of the relevant notice to Euroclear or Clearstream, Luxembourg (as applicable) and, in any case, such notice shall be deemed to have been given to the Holders of Warrants represented by this Global Warrant Certificate in accordance with Clause 18 (Notices) of the Warrant Instrument on the date of delivery of such notice to Euroclear or Clearstream, Luxembourg (as applicable).

9.DETERMINATION OF ENTITLEMENT

This Global Warrant Certificate is evidence of Entitlement only and is not a document of title.  Entitlements are determined by the Register.

10.AUTHENTICATION

This Global Warrant Certificate shall not be valid for any purpose until it has been authenticated for and on behalf of Deutsche Bank AG, Hong Kong Branch as Administration Agent.

11.GOVERNING LAW

This Global Warrant Certificate is governed by, and shall be construed in accordance with, Hong Kong law.

70

AS WITNESS the manual or facsimile signature of a duly authorised person on behalf of the Issuer.

PREMIUM SINO FINANCE LIMITED

By:
	(duly authorised)

ISSUED on [     ] 20[    ]

AUTHENTICATED for and on behalf of

DEUTSCHE BANK AG, HONG KONG BRANCH

as Administration Agent

without recourse, warranty or liability

By:
	(duly authorised)

EACH WARRANT IS TRANSFERABLE PRIOR TO EXERCISE IN FULL OF SUCH WARRANT IN ACCORDANCE WITH THE PROVISIONS OF THE WARRANT INSTRUMENT.

THE WARRANTS HAVE THE BENEFIT OF CERTAIN SECURITY DESCRIBED IN THE SECURITY TRUST DEED, AND SUCH SECURITY IS SUBJECT TO THE TERMS OF THE SECURITY TRUST DEED.

THE WARRANTS (AND THE ENTITLEMENTS ATTRIBUTABLE TO SUCH WARRANTS) SHALL ONLY BECOME EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS (BUT SHALL AUTOMATICALLY BECOME EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS) UPON THE APPLICABLE UTILISATION DATE AS DESCRIBED IN CLAUSE 2.1.2 OF THE WARRANT INSTRUMENT.

71

FIRST SCHEDULE TO GLOBAL WARRANT CERTIFICATE
CHANGES TO ENTITLEMENTS

Date of
change Nature of
change Increase/
decrease in
Entitlement
represented by
this Global
Warrant
Certificate Total remaining
Entitlement
represented by
this Global
Warrant
Certificate after
the change Increase/
decrease in
number of
Warrants
represented by
this Global
Warrant
Certificate Total remaining
number of
Warrants
represented by
this Global
Warrant
Certificate after
the change Authorised
signature

72

SECOND SCHEDULE TO GLOBAL WARRANT CERTIFICATE

FORM OF TRANSFER

FOR VALUE RECEIVED                                                                 , being the registered holder of this Global Warrant Certificate, hereby transfers to                                                                                                                                                                                                                                                                                                                                                                        of                                                                                                                                                                                              

                                                                                                                                           in number of Warrants with an aggregate Entitlement of                                      % and irrevocably requests and authorises Deutsche Bank AG, Hong Kong Branch, in its capacity as administration agent in relation to the Warrants (or any successor to Deutsche Bank AG, Hong Kong Branch, in its capacity as such) to effect the relevant transfer by means of appropriate entries in the register kept by it.

“Warrants” means the Warrants (as defined in the Warrant Instrument).

“Warrant Instrument” means the Instrument constituting Tranche [·] warrants to purchase shares in Sinotech Energy Limited dated [    ] entered into by, among others, Premium Sino Finance Limited, Sinotech Energy Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng (as amended or supplemented from time to time).

Dated:
By:
	(duly authorised)

Notes

The name of the person by or on whose behalf this form of transfer is signed must correspond with the name of the registered holder as it appears on the face of this Warrant Certificate.

A representative of such registered holder should state the capacity in which he signs, e.g. executor.

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The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the Administration Agent may require.

74

ADMINISTRATION AGENT

Deutsche Bank AG, Hong Kong Branch

Cheung Kong Center
2 Queen’s Road Central
Hong Kong

CALCULATION AGENT

Deutsche Bank AG, Hong Kong Branch

Cheung Kong Center
2 Queen’s Road Central
Hong Kong

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SCHEDULE 3FORM OF INDIVIDUAL WARRANT CERTIFICATE

THIS WARRANT AND THE SHARES ACQUIRABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, THIS WARRANT MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCES. THIS WARRANT IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE WARRANT INSTRUMENT DATED AS OF [        ] AND THE WARRANT AGENCY AGREEMENT DATED AS OF [                            ], COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE ADMINISTRATION AGENT OR ANY SUCCESSOR THERETO.  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT THE HOLDER IS A PERSON OUTSIDE THE UNITED STATES PURCHASING WARRANTS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS WARRANT OR THE SHARES ACQUIRABLE UPON EXERCISE OF THIS WARRANT EXCEPT (A) TO PREMIUM SINO FINANCE LIMITED (THE “ISSUER”) OR ITS AFFILIATES; (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE); (E) PURSUANT TO ANY AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT (PROVIDED THAT AS A CONDITION TO THE REGISTRATION OF TRANSFER OF ANY WARRANTS OTHERWISE THAN AS DESCRIBED HEREIN, THE ISSUER OR THE ADMINISTRATION AGENT MAY, IN CIRCUMSTANCES THAT ANY OF THEM DEEMS APPROPRIATE, REQUIRE EVIDENCE AS TO COMPLIANCE WITH ANY SUCH EXEMPTION); OR (F) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF THE REGULATION S UNDER THE SECURITIES ACT; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS WARRANT IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

PREMIUM SINO FINANCE LIMITED

(Incorporated in the British Virgin Islands)

INDIVIDUAL WARRANT CERTIFICATE

Serial No: [    ] Date of Issue: [    ]

76

1.INTRODUCTION

This Individual Warrant Certificate is issued in respect of in aggregate [  ] Tranche A warrants which entitle the holder thereof to purchase such number of shares in the capital of Sinotech Energy Limited (the “Company”) representing in aggregate [ ]% of the Fully Diluted Share Capital (the “Warrants”) constituted and issued by Premium Sino Finance Limited (the “Issuer”).  The Warrants are constituted by the Instrument constituting Tranche [•] warrants to purchase shares in Sinotech Energy Limited dated [  ] (as amended or supplemented from time to time, the “Warrant Instrument”) by, among others, the Issuer, the Company, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng and are the subject of a warrant agency agreement dated [   ] (as amended or supplemented from time to time, the “Warrant Agency Agreement”) and made between the Issuer, Deutsche Bank AG, Hong Kong Branch as administration agent (the “Administration Agent”, which expression includes any successor administration agent appointed from time to time in connection with the Warrants) and Deutsche Bank AG, Hong Kong Branch as calculation agent (the “Calculation Agent”, which expression includes any successor calculation agent appointed from time to time in connection with the Warrants).

2.DEFINITIONS

Words and expressions defined in the Warrant Instrument shall have the same meanings when used in this Individual Warrant Certificate.

3.REGISTERED HOLDER

This is to certify that:

[    ]

is the person registered in the warrant register maintained by the Administration Agent in relation to the Warrants (the “Register”) as the duly registered holder (the “Holder”) of:

[   ] ([   ]) WARRANTS

to purchase such number of Warrant Shares representing [  ]% of the Fully Diluted Share Capital as may be adjusted from time to time in accordance with the terms and conditions of the Warrant Instrument.

4.WRITING UP OR DOWN

On each occasion on which:

a)Purchase Rights are exercised in respect of any Warrants represented by this Individual Warrant Certificate in accordance with Clause 4 (Purchase Rights and Mechanics of Exercise) of the Warrant Instrument;

77

b)Put Rights are exercised in respect of any Warrants represented by this Individual Warrant Certificate in accordance with Clause 6 (Put and Other Rights) of the Warrant Instrument; or

c)any other adjustment to the number of Warrants and/or Entitlements represented by this Individual Warrant Certificate occurs in accordance with the terms of the Warrant Instrument,

the Issuer shall procure that the changes to the number of Warrants and/or the Entitlements represented by this Individual Warrant Certificate (and the adjusted number of Warrants and/or the adjusted Entitlements represented by this Individual Warrant Certificate) are noted by the Administration Agent in the Register, whereupon the number of Warrants and the Entitlements represented by this Individual Warrant Certificate shall for all purposes be as most recently so noted.

5.DETERMINATION OF ENTITLEMENT

This Individual Warrant Certificate is evidence of Entitlement only and is not a document of title.  Entitlements are determined by the Register.

6.AUTHENTICATION

This Individual Warrant Certificate shall not be valid for any purpose until it has been authenticated for and on behalf of Deutsche Bank AG, Hong Kong Branch as Administration Agent.

7.GOVERNING LAW

This Individual Warrant Certificate is governed by, and shall be construed in accordance with, Hong Kong law.

78

AS WITNESS the manual or facsimile signature of a duly authorised person on behalf of the Issuer.

PREMIUM SINO FINANCE LIMITED

By:
	(duly authorised)

ISSUED on [     ] 20[    ]

AUTHENTICATED for and on behalf of

DEUTSCHE BANK AG, HONG KONG BRANCH

as Administration Agent

without recourse, warranty or liability

By:
	(duly authorised)

EACH WARRANT IS TRANSFERABLE PRIOR TO EXERCISE IN FULL OF SUCH WARRANT IN ACCORDANCE WITH THE PROVISIONS OF THE WARRANT INSTRUMENT.

THE WARRANTS HAVE THE BENEFIT OF CERTAIN SECURITY DESCRIBED IN THE SECURITY TRUST DEED, AND SUCH SECURITY IS SUBJECT TO THE TERMS OF THE SECURITY TRUST DEED.

THE WARRANTS (AND THE ENTITLEMENTS ATTRIBUTABLE TO SUCH WARRANTS) SHALL ONLY BECOME EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS (BUT SHALL AUTOMATICALLY BECOME EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS) UPON THE APPLICABLE UTILISATION DATE AS DESCRIBED IN CLAUSE 2.1.2 OF THE WARRANT INSTRUMENT.

79

FIRST SCHEDULE TO INDIVIDUAL WARRANT CERTIFICATE
CHANGES TO ENTITLEMENTS

Date of
change Nature of
change Increase/
decrease in
Entitlement
represented by
this Individual
Warrant
Certificate Total remaining
Entitlement
represented by
this Individual
Warrant
Certificate after
the change Increase/
decrease in
number of
Warrants
represented by
this Individual
Warrant
Certificate Total remaining
number of
Warrants
represented by
this Individual
Warrant
Certificate after
the change Authorised
signature

80

SECOND SCHEDULE TO INDIVIDUAL WARRANT CERTIFICATE

FORM OF TRANSFER

FOR VALUE RECEIVED                                                                 , being the registered holder of this Individual Warrant Certificate, hereby transfers to                                                                                                                                                                                                                                                                                                                                                                        of                                                                                                                                                                                              

                                                                                                                                      in number of Warrants with an aggregate Entitlement of                                   % and irrevocably requests and authorises Deutsche Bank AG, Hong Kong Branch, in its capacity as administration agent in relation to the Warrants (or any successor to Deutsche Bank AG, Hong Kong Branch, in its capacity as such) to effect the relevant transfer by means of appropriate entries in the register kept by it.

“Warrants” means the Warrants (as defined in the Warrant Instrument).

“Warrant Instrument” means the Instrument constituting Tranche A warrants to purchase shares in Sinotech Energy Limited dated [     ] by, among others, Premium Sino Finance Limited, Sinotech Energy Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng (as amended or supplemented from time to time).

Dated:
By:
	(duly authorised)

Notes

The name of the person by or on whose behalf this form of transfer is signed must correspond with the name of the registered holder as it appears on the face of this Warrant Certificate.

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A representative of such registered holder should state the capacity in which he signs, e.g. executor.

The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the Administration Agent may require.

82

ADMINISTRATION AGENT

Deutsche Bank AG, Hong Kong Branch

Cheung Kong Center
2 Queen’s Road Central
Hong Kong

CALCULATION AGENT

Deutsche Bank AG, Hong Kong Branch

Cheung Kong Center
2 Queen’s Road Central
Hong Kong

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SCHEDULE 4
FORM OF EXERCISE NOTICE

To:	Premium Sino Finance Limited
	[name of Administration Agent] as Administration Agent
Date:

[Note: Insert appropriate alternative for (i) upon a Qualifying IPO, (ii) after a Qualifying IPO,  or (iii) Exit Event]

[Alternative A — Upon a Qualifying IPO][Subject to the occurrence of a Qualifying IPO, we hereby exercise the Purchase Rights in respect of [·] Warrants with an aggregate Entitlement of [·]%, being [all][part] of the Warrants represented by this Warrant Certificate, to purchase Warrant Shares on [·] (currently contemplated to be around [insert date]) and we undertake to pay the aggregate Purchase Price payable in respect of such Warrant Shares on [·], by cheque or otherwise.

[We hereby direct the Issuer to transfer the following Warrant Shares to the following proposed transferee(s):

[Warrant Shares relating to
Entitlement in following
percentage (expressed as
a percentage of the Fully
Diluted Share Capital)] Name of proposed
transferee Address of proposed
transferee

To the extent that the Warrant Shares have not been registered pursuant to the United States Securities Act of 1933, as amended (the “Securities Act”), we hereby certify that the beneficial owner of the Warrant(s) being exercised: a) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and will not, except as permitted by Rule 144A under the Securities Act directly or indirectly transfer Warrant Shares in relation to the exercise of such Warrant(s) to any Person who is not a “qualified institutional buyer” or b) will not, except as is permitted by the “offshore transactions requirement” of Regulation S under the Securities Act, directly or indirectly offer, sell or deliver the Warrant Shares in the United States, or to a U.S. Person.

Share certificate(s) for such Warrant Shares together with any other documents required to be delivered under Clause 4.3 (Procedure for exercise) of the Warrant Instrument should be sent by registered post to [insert address], marked for the attention of [insert name].]

[Alternative B — After a Qualifying IPO][We hereby exercise the Purchase Rights in respect of [·] Warrants with an aggregate Entitlement of [·]%, being [all][part] of the Warrants represented by this Warrant Certificate, to purchase Warrant Shares on [insert date] and we

84

undertake to pay the aggregate Purchase Price payable in respect of such Warrant Shares on such date, by cheque or otherwise.

[We hereby direct the Issuer to transfer the following Warrant Shares to the following proposed transferee(s):

[Warrant Shares relating to
Entitlement in following
percentage (expressed
as a percentage of the Fully
Diluted Share Capital)] Name of proposed
transferee Address of proposed
transferee

To the extent that the Warrant Shares have not been registered pursuant to the United States Securities Act of 1933, as amended (the “Securities Act”), we hereby certify that the beneficial owner of the Warrant(s) being exercised: a) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and will not, except as permitted by Rule 144A under the Securities Act directly or indirectly transfer Warrant Shares in relation to the exercise of such Warrant(s) to any Person who is not a “qualified institutional buyer” or b) will not, except as is permitted by the “offshore transactions requirement” of Regulation S under the Securities Act, directly or indirectly offer, sell or deliver the Warrant Shares in the United States, or to a U.S. Person.

Share certificate(s) for such Warrant Shares together with any other documents required to be delivered under Clause 4.3 (Procedure for exercise) of the Warrant Instrument should be sent by registered post to [insert address], marked for the attention of [insert name].]

[Alternative C — Exit Event][Subject to the occurrence of an Exit Event, we hereby exercise the Purchase Rights in respect of [·] Warrants with an aggregate Entitlement of [·]%, being [all][part] of the Warrants represented by this Warrant Certificate, to purchase Warrant Shares and request the Issuer to pay the Cash Settlement Amount on the Exit Date (or within three Business Days from the date on which the Exit Price (relating to such exercise) is finally determined in accordance with the provisions of Clause 4.5 (Exit Price) of the Warrant Instrument) into the following account:

Details of Cash Settlement Account:

Name of Beneficiary:	[  ]
Name of Bank:	[  ]
Bank Account Number:	[  ]
Sort code:	[  ]]**

** Note that this alternative C applies only in the case of an Exit Event.

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[end of alternatives]

Unless otherwise provided in the Warrant Instrument (including without limitation Clause 5.2 (Revocation) thereof), once given this Exercise Notice is irrevocable.

Defined terms used herein, unless otherwise defined herein, shall have the same meaning as those in the Instrument constituting Tranche A warrants to purchase shares in Sinotech Energy Limited dated [      ] (as amended and/or supplemented from time to time, “Warrant Instrument”) entered into by, inter alia, Premium Sino Finance Limited, Sinotech Energy Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng.

SIGNED by	)
for and on behalf of	)
[Name of Warrant Holder]	)

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SCHEDULE 5
REGISTER, TRANSFERS AND NOTICES

The provisions of this Schedule 5 are subject to the provisions of the Warrant Agency Agreement.  In the event of any inconsistency between the provisions of this Schedule 5 and the provisions of the Warrant Agency Agreement, the provisions of the Warrant Agency Agreement shall prevail.

1.REGISTER

1.1The Issuer shall appoint the Administration Agent to keep the Register on behalf of the Issuer and shall ensure that the Administration Agent complies with, and carries out its duties according to, the provisions set out in this Schedule 5.

1.2The Administration Agent shall promptly enter in the Register:

1.2.1the name and address of each Warrant Holder for the time being;

1.2.2the number of Warrants held by each Warrant Holder, the Entitlement in respect of such Warrants and the number of Warrant Shares for which each Warrant Holder is entitled to purchase pursuant to such Warrants as adjusted in accordance with this Instrument from time to time;

1.2.3the date on which the name of each Warrant Holder is entered in the Register in respect of the Warrants registered in its name;

1.2.4the date on which all or any part of the Purchase Rights or the Put Rights in respect of the Warrants held by each Warrant Holder are exercised, or all or any part of the Warrants are transferred or cancelled; and

1.2.5an annotation in respect of any Encumbrance created over any of the Warrants and the Person in whose favour the Encumbrance is created as notified by the relevant Warrant Holder.

1.3Any change in the name or address of any Warrant Holder shall be notified to the Administration Agent and the Issuer by the Warrant Holder as soon as reasonably practicable following such change, following which the Administration Agent shall promptly update the Register accordingly.  Each Warrant Holder or any Person authorised by a Warrant Holder shall be entitled at all reasonable times during office hours upon one Business Day’s notice to inspect the Register and to take copies of or extracts from it.  A Warrant Holder shall be entitled to receive a certified true copy of the Register certified by an officer of the Issuer free of charge within five Business Days upon a written request of a Warrant Holder.

1.4The Administration Agent and the Issuer shall be entitled to treat the Person whose name is shown in the Register as a Warrant Holder as the absolute owner of a Warrant and, accordingly, shall not be bound (except as ordered by a court of competent jurisdiction or as required by law) to recognise any equitable or other claim to, or interest in, such Warrant (save for any interest or claim in respect of any Encumbrance

87

of which the Register contains an annotation as described in paragraph 1.2.5 of this Schedule) on the part of any other Person whether or not it has express or other notice of such claim or interest.

1.5Every Warrant Holder shall be recognised by the Administration Agent and the Issuer as entitled to its Warrants free from any equity, set-off or cross-claim on the part of the Issuer against the original or any intermediate holder of such Warrants.

2.TRANSFERS

2.1Every transfer of Warrants (in whole or in part) shall be made by an instrument of transfer in the form set out in the Second Schedule to the applicable Warrant Certificate (in respect of such Warrants). Any one Warrant may only be transferred in whole and not in part.

2.2The instrument of transfer of a Warrant shall be signed by or on behalf of the transferor.  The transferor shall be deemed to remain the holder of the applicable Warrant until the name of the transferee is entered in the Register in respect of that Warrant.

2.3The Issuer and the Administration Agent may decline to recognise any transfer of a Warrant unless the relevant instrument of transfer is delivered to the Administration Agent and copied to the Issuer accompanied by the Warrant Certificate to which it relates (or an indemnity in respect thereof) and such other evidence as the Administration Agent may reasonably require to show the right of the transferor to make the transfer.  The Administration Agent may waive production of any Warrant Certificate upon production of satisfactory evidence of the loss or destruction of such instrument together with such indemnity as it may reasonably require.  Subject to the foregoing provisions of this paragraph and paragraph 2.4 below, the Issuer may not decline to recognise any instrument of transfer and must (or ensure that the Administration Agent) register the transfer of the Warrant(s) in accordance with this Schedule 5.

2.4The Administration Agent shall not register any transfer of a Warrant in respect of which an annotation has been entered in the Register showing that an Encumbrance has been created in respect of such Warrant, except where such transfer is in favour of the beneficiary of such Encumbrance as shown in such annotation or to such other Person as shall be directed in writing by such beneficiary.

2.5Any transfer of a Warrant which complies with this paragraph 2 shall be recorded in the Register within five Business Days following receipt by the Administration Agent of the relevant instrument of transfer.

2.6The Issuer shall not be entitled to charge any fee for the registration of a transfer of a Warrant or for registering an annotation of Encumbrance in respect of any Warrant.

2.7The registration of a transfer shall be conclusive evidence of the approval by the board of the directors of the Issuer of the transfer.

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3.NOTICES

3.1Each Warrant Holder shall register with the Administration Agent an address (“Notice Address”) and facsimile number to which notices can be sent and if any Warrant Holder fails so to do, notice may be given to that Warrant Holder by sending the same by any of the methods referred to in paragraph 3.2 of this Schedule to its registered address.

3.2Notices and other communications to Warrant Holders, the Administration Agent, the Calculation Agent, the Issuer, the Company, any other Warrant Guarantor or the Founder shall be in writing and shall be delivered either personally, sent by courier or by facsimile.  Any notice or other communication to be given by the Issuer, the Company, any other Warrant Guarantor, the Founder or the Calculation Agent to any Warrant Holder shall be sent through the Administration Agent.  Any notice or other communication to be given by any Warrant Holder to the Issuer, the Company, any other Warrant Guarantor, the Founder or the Calculation Agent shall be sent through the Administration Agent.

3.3A notice or other communication given pursuant to the provisions of paragraph 3.2 of this Schedule shall be deemed to have been served:

3.3.1at the time of delivery (or where such time is outside the normal business hours of the recipient, on the opening of the next following Business Day), if delivered personally;

3.3.2three Business Days after posting it if sent by courier;

in each case:

(a)to a Warrant Holder, at its Notice Address (if there is none, its registered address); or

(b)to the Issuer, at:

Premium Sino Finance Limited
Address:	天津市塘沽区新北路4668号滨海创新创业园21-B4楼
Telephone:	+86 22 6635 1185
Fax:	+86 22 6635 1181
Attention:	Mr Liu Qingzeng; or

(c)to the Company, at:

Sinotech Energy Limited

Address: 3/F, No. 19 Ronghua South Road, Beijing Economic-Technological Development Area, Beijing 100176, People’s Republic of China
Telephone: +86 10 8712 5555

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Fax:	+86 10 8712 5500
Attention:	Chief Executive Officer

(d)to Holdco, at:

Superport Limited
Address:	天津市塘沽区新北路4668号滨海创新创业园21-B4楼
Telephone:	+86 22 6635 1185
Fax:	+86 22 6635 1181
Attention:	Mr Liu Qingzeng; or

(e)to Parentco, at:

International Petroleum Services Corporation Limited
Address:	北京经济技术开发区荣华南路19号中铁十九局大厦3F15
Telephone:	+86-10-8712-5567
Fax:	+86-10-8712-5500
Attention:	Mr Liu Qingzeng

(f)to the Founder, at:

Mr Liu Qingzeng
Address:	天津市塘沽区新北路4668号滨海创新创业园21-B4楼
Telephone:	+86 22 6635 1185
Fax:	+86 22 6635 1181
Attention:	Mr Liu Qingzeng; or

(g)to the Administration Agent, at:

Address:	Deutsche Bank AG, Hong Kong Branch, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong
Fax:	+852 2203 7320 / 7323
Attention:	Trust and Securities Services; or

(h)to the Calculation Agent, at

Address:	55th Floor, Cheung Kong Center, Queen’s Road Central, Hong Kong
Telephone:	+852 2203 8787
Fax:	+852 2203 7266
Attention:	Rowena Yue, Kari Cheng and Shu Duan,

or (in each case) to such other address as such other address as the applicable addressee of such notice or communication shall have notified to the sender of such notice or communication with not less than 5 Business Days’ notice; or

3.3.3when the sender’s facsimile machine receives a confirmation of transmission report (or where such time is outside the normal business hours of the applicable addressee, on the opening of the next following Business Day) if delivered by facsimile.

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3.4Any Person who, whether by operation of law, transfer or other means whatsoever, becomes entitled to any Warrant shall be bound by every notice properly given to the Person from whom it derives its title to such Warrant.

3.5When a given number of days’ notice is required to be given, the day of service shall be included but the day upon which such notice will expire shall not be included in calculating the number of days.

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SCHEDULE 6
PUT EXERCISE NOTICE

To:	Premium Sino Finance Limited
	[name of Administration Agent] as Administration Agent
Date:

Instrument constituting Tranche [·] warrants to purchase shares in Superport Limited dated [        ] (as amended and/or supplemented from time to time, the “Warrant Instrument”) entered into by, among others, Premium Sino Finance Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng

[Subject to the occurrence of the No IPO Put Event,]*[We note that an Acceleration Put Event has occurred and]** we hereby request the Issuer to purchase [all of the Warrants][[·] Warrants with an aggregate Entitlement of [·]%] of which we are the Warrant Holder upon the terms set out in the Warrant Instrument.  Unless otherwise provided in the Warrant Instrument, once given this Put Option Notice is irrevocable [(subject to the occurrence of the No IPO Put Event)]***.

Please pay the Put Payment into the following account:

Details of Put Payment Account:

Name of Beneficiary:	[  ]
Name of Bank:	[  ]
Bank Account Number:	[  ]
Sort code:	[  ]

Defined terms used herein, unless otherwise defined herein, shall have the same meaning as those in the Warrant Instrument.

SIGNED by	)
for and on behalf of	)
[Name of Warrant Holder]	)

* Insert in the case of exercise of any Put Right in respect of the No IPO Put Event.

** Insert in the case of exercise of any Put Right in respect of any Acceleration Put Event.

*** Insert in the case of exercise of any Put Right in respect of the No IPO Put Event.

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SCHEDULE 7
PUT PAYMENT

The amount of the “Put Payment” payable to a Warrant Holder upon the exercise by such Warrant Holder of the Put Rights in respect of any of the Warrants under Clause 6.3 (Purchase of Warrants) of this Instrument in respect of a Put Event shall be determined in accordance with the following formula:

US$8.905 per Warrant

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SCHEDULE 8
REGISTRATION RIGHTS

1              DEMAND REGISTRATION

1.1Request for Registration. At any time and from time to time on or after twelve months after a Qualifying IPO in the United States, the holders of Transaction Registrable Securities may make a written demand for registration under the Securities Act of all or part of their Transaction Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number and type of Transaction Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Transaction Registrable Securities of the demand within ten (10) days from the receipt of the Demand Registration, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Transaction Registrable Securities in the Demand Registration (each such holder wishing to include any Transaction Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Transaction Registrable Securities included in the Demand Registration, subject to Section 1.4.  “Transaction Demanding Holders” means Demanding Holders and all other holder(s) of Transaction Registrable Securities wishing to include any Transaction Registrable Securities in such registration.

1.2Effective Registration. A registration will not count as a Demand Registration until a registration statement filed with the United States Securities and Exchange Commission (the “Commission”) with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement or otherwise with respect thereto; provided, however, if, after such registration statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the registration statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Transaction Demanding Holders thereafter elect to continue the offering; provided, further, the Company shall not be obligated to file a second registration statement until a registration statement that has been filed is counted as a Demand Registration or is terminated.

1.3Underwritten Offering. If a majority-in-interest of the Transaction Demanding Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration, the offering of such Transaction Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, the right of any holder to include its Transaction Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting

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and the inclusion of such holder’s Transaction Registrable Securities in the underwriting to the extent provided herein. All Transaction Demanding Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with theunderwriter or underwriters selected for such underwriting by a majority-in-interest of the Transaction Demanding Holders initiating the Demand Registration.

1.4Reduction of Offering. If the managing underwriter or underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Transaction Registrable Securities which the Transaction Demanding Holders desire to sell, taken together with all other shares of common stock or other securities which the Company desires to sell and the shares of common stock, if any, as to which registration has been requested pursuant to written contractual piggyback registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in such registration: (i) first, the Transaction Registrable Securities as to which Demand Registration has been requested by the Transaction Demanding Holders (pro rata in accordance with the number of shares of Registrable Securities which such Transaction Demanding Holders have requested be included in such registration, regardless of the number of shares of Transaction Registrable Securities held by each Transaction Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of common stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of common stock (and any other applicable securities) of the Company that the Company is obligated to register pursuant to Other Warrant Instruments and that can be sold without exceeding the Maximum Number of Shares; (iv) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of common stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fifth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), (iii) and (iv), the shares of common stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

1.5Withdrawal. If a majority-in-interest of the Transaction Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their

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Transaction Registrable Securities in any offering, such majority-in-interest of the Transaction Demanding Holders may elect to withdraw from such offering by giving written notice to the Company and the underwriter or underwriters of their request to withdraw prior to the effectiveness of the registration statement filed with the Commission with respect to such Demand Registration.  In such event, the Company need not seek effectiveness of such registration statement for the benefit of other investors.  If the majority-in-interest of the Transaction Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in Section 1.1, provided that the majority-in-interest of the Transaction Demanding Holders electing to so withdraw from the offering pays all costs and expenses incurred by the Company in connection with such withdrawn Demand Registration.  If the majority-in-interest of the Transaction Demanding Holders does not pay all costs and expenses incurred by the Company in connection with such withdrawn Demand Registration, then it shall count as a Demand Registration provided for in Section 1.1.

1.6Permitted Delays. The Company shall be entitled to postpone, for up to sixty (60) days, the filing of any registration statement under this Section 1 if (a) at any time prior to the filing of such registration statement the Company’s Board of Directors determines, in its good faith business judgment, that such registration and offering would materially and adversely affect any financing, acquisition, corporate reorganization, or other material transaction involving the Company, and (b) the Company delivers to the Transaction Demanding Holders written notice thereof within five (5) business days of the date of receipt of such request for Demand Registration.

2.             PIGGYBACK REGISTRATION

2.1Piggyback Rights. If at any time the Company proposes to file a registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, including a Qualifying IPO in the United States, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a registration statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Transaction Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Transaction Registrable Securities in such notice the opportunity to register the sale of such number of shares of Transaction Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Transaction Registrable

96

Securities to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Transaction Registrable Securities requested to be included in a Piggyback Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Transaction Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Transaction Registrable Securities proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Notwithstanding Section 2.2 below, no less than 25% of the aggregate amount of any equity securities to be registered in connection with any proposed offering by the Company shall be reserved for the registration of the Transaction Registrable Securities.

2.2Reduction of Offering. If the managing underwriter or underwriters for a Piggyback Registration that is to be an underwritten offering advises the Company and the holders of Transaction Registrable Securities in writing that the dollar amount or number of shares of common stock which the Company desires to sell, taken together with shares of common stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Transaction Registrable Securities, the Transaction Registrable Securities as to which registration has been requested under this provision (and/or the equivalent provisions of the other Transaction Warrant Instruments), and the shares of common stock, if any, as to which registration has been requested pursuant to the written contractual piggyback registration rights of other shareholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:

(i)If the registration is undertaken for the Company’s account: (A) first, the shares of common stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of common stock or other securities, if any, including the Transaction Registrable Securities as to which registration has been requested pursuant to the applicable written contractual piggyback registration rights of such security holders (pro rata in accordance with the number of shares of common stock which each such person has actually requested to be included in such registration, regardless of the number of shares of common stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of shares has not been reached under the foregoing clauses (A) and (B), the shares of common stock (and any other applicable securities) of the Company that the Company is obligated to register pursuant

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to Other Warrant Instruments (pro rata in accordance with the number of shares of common stock which have actually been requested to be included in such registration, regardless of the number of shares of common stock with respect to which such requesting persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; (D) fourth, to the extent that the Maximum Number of shares has not been reached under the foregoing clauses (A), (B), and (C), the shares of common stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggyback registration rights with such persons (pro rata in accordance with the number of shares of common stock which each such person has actually requested to be included in such registration, regardless of the number of shares of common stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and

(ii)If the registration is a “demand” registration undertaken at the demand of persons other than the holders of Transaction Registrable Securities or pursuant to contractual arrangements with such persons, (A) first, the shares of common stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of common stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Transaction Registrable Securities as to which registration has been requested under this provision (and/or the equivalent provisions of other Transaction Warrant Instruments) (pro rata in accordance with the number of shares of Transaction Registrable Securities held by each such holder); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of common stock (and any other applicable securities) of the Company that the Company is obligated to register, if any, as to which registration has been requested pursuant to Other Warrant Instruments and that can be sold without exceeding the Maximum Number of Shares; and (E) fifth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B), (C) and (D), the shares of common stock or other securities for the account of other persons that the Company is obligated to register, if any, as to which registration has been requested pursuant to written contractual arrangements with such persons that can be sold without exceeding the Maximum Number of Shares.

2.3Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggyback Registration by giving

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written notice to the Company of such request to withdraw prior to the effectiveness of the registration statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may also elect to withdraw a registration statement at any time prior to the effectiveness of the registration statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggyback Registration.

2.4Permitted Delays. The Company shall be entitled to postpone, for up to sixty (60) days, the filing of any registration statement under this Section 2, if (a) at any time prior to the filing of such registration statement the Company’s Board of Directors determines, in its good faith business judgment, that such registration and offering would materially and adversely affect any financing, acquisition, corporate reorganization, or other material transaction involving the Company, and (b) the Company delivers to the holder of the Transaction Registrable Securities requesting a Piggyback Registration, written notice thereof within five (5) business days of the date of receipt of such request for Piggyback Registration.

3.REGISTRATION EXPENSES

The Company shall bear all fees and expenses incurred in connection with the performance of its obligations under Schedule 8 and shall reimburse the Transaction Demanding Holders for the reasonable fees, expenses and disbursements of the legal counsel.  Such fees and expenses shall include, without limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing of prospectuses and certificates for Warrant Shares to be issued upon exercise of the Warrants; (iv) all fees and disbursements of counsel to the Company; (v) all application and filing fees in connection with listing the Warrant Shares on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of independent certified public accountants of the Company.  The Company shall bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal, accounting or other duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company.

4.INDEMNIFICATION

4.1The Company shall defend, protect, indemnify and hold harmless each Holder of Transaction Registrable Securities covered by any registration statement, its directors, officers, partners, members, direct or indirect investors, employees and each person, if any, who controls any such Holder within the meaning of either the Securities Act or otherwise, and any of the foregoing persons’ agents or other representatives (collectively referred to as the “Indemnified Holder Parties”) from and against any and all losses, claims, damages, actions, causes of action, suits, costs, penalties, fees, liabilities, joint or several, and expenses in connection thereof, and including reasonable attorneys’ fees and disbursements (collectively, the “Liabilities”) to which

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any of them may become subject, under the Securities Act or otherwise, insofar as such Liabilities arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or in any prospectus, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein (in the case of any prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse each such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending any such action or claim; provided, however, that the Company shall not be liable in any such case to any Indemnified Holder Party to the extent that any Liabilities arise out of or are based upon Holder Information (as defined below) provided by or on behalf of such Indemnified Holder Party.  This indemnity agreement will be in addition to any liability that the Company may otherwise have.

4.2Each Holder, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors and officers and each person, if any, who controls the Company within the meaning of either the Securities Act or otherwise (collectively, the “Indemnified Company Parties”), to the same extent as the foregoing indemnity from the Company to the Indemnified Holder Parties and shall reimburse each such Indemnified Company Party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any Liabilities, but only with reference to Liabilities that arise out of or are based upon a statement or an omission or an alleged omission in reliance upon or in conformity with Holder Information supplied by such Holder.  In no event shall any Holder be liable or responsible for any amount in excess of the net proceeds to such Holder as a result of the sale of any securities pursuant to such registration statement by reason of such untrue or alleged untrue statement or omission or alleged omission.  This indemnity agreement will be in addition to any liability that such Holder may otherwise have.

5.RULES 144 AND 144A

The Company covenants that, if at any time during which any Transaction Registrable Securities that are represented by certificates that bear a restricted legend remain outstanding it is subject to an obligation to file reports with the SEC pursuant to Section 13(a) and 15(d) of the Exchange Act, it shall use its reasonable best efforts to file such reports in a timely manner.  If at any time during which any such “restricted securities” remain outstanding the Company is not required to file such reports, it will, upon request of any Holder, take such actions as may be required from time to time to permit sales pursuant to (i) Rule 144A, or (ii) any similar rules or regulations adopted by the SEC after the date of this Agreement.  The Company further covenants that, for as long as any restricted securities remain outstanding, it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell such restricted securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144, (ii) Rule 144A, or (iii) any similar rules or regulations adopted by the SEC after

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the date of this Agreement.  Upon the written request of any holder of restricted securities, the Company shall deliver to such holder a written statement as to whether it has complied with such requirements.

For purposes of this provision, “Registrable Securities” shall mean the Warrant Shares owned or held by investors prior to the Qualifying IPO in the United States, or the Warrant Shares acquired pursuant to the exercise of Warrants owned or held by investors prior to the Qualifying IPO in the United States, provided such shares are eligible for registration under the Securities Act (for the avoidance of doubt, the holders of Warrants the exercise of which will result in the investors owning Warrant Shares shall be deemed to be the holders of Registrable Securities for the purposes of this Schedule 8).  Registrable Securities include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such shares of common stock. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such registration statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; or (c) such securities shall have ceased to be outstanding.

For purposes of this provision, “Transaction Registrable Securities” shall mean the Transaction Warrant Shares owned or held by investors prior to the Qualifying IPO in the United States, or the Transaction Warrant Shares acquired pursuant to the exercise of Transaction Warrants owned or held by investors prior to the Qualifying IPO in the United States, provided such shares are eligible for registration under the Securities Act (for the avoidance of doubt, the holders of Transaction Warrants the exercise of which will result in the investors owning Transaction Warrant Shares shall be deemed to be the holders of Transaction Registrable Securities for the purposes of this Schedule 8).  Transaction Registrable Securities include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such shares of common stock. As to any particular Transaction Registrable Securities, such securities shall cease to be Transaction Registrable Securities when: (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such registration statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; or (c) such securities shall have ceased to be outstanding.

For purposes of this provision, “Holder Information” with respect to any Holder shall mean information with respect to such Holder required to be included in any registration statement or the related prospectus pursuant to the Securities Act and which information is included

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therein in reliance upon and in conformity with information furnished to the Company in writing by such Holder specifically for inclusion therein.

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SCHEDULE 9
FORM OF ACCESSION UNDERTAKING

To:	[name of Administration Agent] as Administration Agent
	Each other party to the Warrant Instrument (as defined below)
	Each Warrant Holder
From:	[proposed Additional Warrant Guarantor] (“Proposed Additional Warrant Guarantor”); and
	Premium Sino Finance Limited as Issuer
Date:	[             ]

Instrument constituting Tranche A warrants to purchase shares in Superport Limited dated [           ] (as amended and/or supplemented from time to time, the “Warrant Instrument”) entered into by, among others, Premium Sino Finance Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng

1.Terms and expressions defined in or construed for the purposes of the Warrant Instrument shall have the same meaning herein.  This is an Accession Undertaking.

2.The Proposed Additional Warrant Guarantor agrees to become party to the Warrant Instrument as an “Additional Warrant Guarantor” and to be bound by the terms of the Warrant Instrument as an Additional Warrant Guarantor pursuant to Clause 13.9.3 of the Warrant Instrument.

3.The Proposed Additional Warrant Guarantor is a company duly incorporated under the laws of [name of relevant jurisdiction] [with registered number [           ]].

4.Each of the Issuer and the Proposed Additional Warrant Guarantor makes the representations and warranties set out in Clause 12 (Warranties and Undertakings) of the Warrant Instrument.

5.This Accession Undertaking is governed by and shall be construed in accordance with Hong Kong law.  Clauses 21.2 (Jurisdiction) and 21.3 (Service of proceedings) of the Warrant Instrument shall apply to this Accession Undertaking mutatis mutandis as if any reference therein to the Warrant Instrument included a reference to this Accession Undertaking and as if the Proposed Additional Warrant Guarantor were a Warrant Guarantor.

6.This Accession Undertaking may be executed in any number of counterparts and this has the same effect as if the execution on such counterparts were on a single copy of this Accession Undertaking.

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This Accession Undertaking is duly executed and delivered as a deed by the Issuer and the Proposed Additional Guarantor on the date above written, and shall take effect as a deed poll.

THE COMMON SEAL OF	)
PREMIUM SINO FINANCE LIMITED	)
was hereto affixed	)
in the presence of:	)

Signature of witness:

Name of witness:

[THE COMMON SEAL OF	)
[name of Proposed Additional Warrant	)
Guarantor]	)
was hereto affixed	)
in the presence of:	)

Signature of witness:

Name of witness:]

[SIGNED, SEALED AND DELIVERED AS A DEED by	) )
[name of Proposed Additional Warrant	)
Guarantor]	)
in the presence of:	)

Signature of witness:

Name of witness:]

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SCHEDULE 10
FORM OF DESIGNATION NOTICE

To:	[name of Administration Agent] as Administration Agent
	Premium Sino Finance Limited as Issuer
From:	[Deutsche Bank AG, Hong Kong Branch] as Arranger
Date:	[            ]

Instrument constituting Tranche A warrants to purchase shares in Superport Limited dated [            ] (as amended and/or supplemented from time to time, the “Warrant Instrument”) entered into by, among others, Premium Sino Finance Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng

1.Terms and expressions defined in or construed for the purposes of the Warrant Instrument shall have the same meaning herein.  This is a Designation Notice.  This Designation Notice relates to the Relevant Tranche (as defined below).

2.The Arranger hereby gives notice to the Issuer and the Administration Agent pursuant to Clause 2.1.1(c) of the Warrant Instrument that Warrants (“Additional Warrants”) shall be issued under Clause 2.1.1(c) of the Warrant Instrument on the Utilisation Date for the Loan under Tranche [            ]* (“Relevant Tranche”) for the benefit of each of the following Persons (“Additional Beneficial Holders”), in such number and with such Entitlement as set out beside such Person’s name in the table below (in addition to any other Warrants which such Person may otherwise already hold):

Name of Additional Beneficial Holder	Notice Address	Number of Warrants	Entitlement
[·]	Address: [·] Fax: [·] Attention: [·]	[·]	[·] per cent.
[·]	Address: [·] Fax: [·] Attention: [·]	[·]	[·] per cent.
[·]	Address: [·] Fax: [·]	[·]	[·] per cent.

* Insert applicable Tranche number e.g. Tranche Two, Tranche Three etc.

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	Attention: [·]
[·]	Address: [·] Fax: [·] Attention: [·]	[·]	[·] per cent.
[·]	Address: [·] Fax: [·] Attention: [·]	[·]	[·] per cent.
Total:			[·] per cent.

3.In the event that (upon issuance of the Additional Warrants) such Additional Warrants are represented by Individual Warrant Certificates, each Additional Beneficial Holder agrees to be bound by the terms of the Warrant Instrument as a Warrant Holder (with effect from the time when such Additional Beneficial Holder is registered in the Register as the Warrant Holder in respect of such Additional Warrants).

4.This Designation Notice may be executed in any number of counterparts and this has the same effect as if the execution on such counterparts were on a single copy of this Designation Notice.

5.This Designation Notice is governed by and shall be construed in accordance with Hong Kong law. Clauses 21.2 (Jurisdiction) and 21.3 (Service of proceedings) of the Warrant Instrument shall apply to this Designation Notice mutatis mutandis as if any reference therein to the Warrant Instrument included a reference to this Designation Notice.

This Designation Notice is duly executed and delivered as a deed poll by the Arranger and duly signed by each Additional Beneficial Holder on the date above written.

[SIGNED, SEALED AND DELIVERED AS A DEED by	) )
DEUTSCHE BANK AG, HONG KONG	)
BRANCH	)
in the presence of:	)

Signature of witness:

Name of witness:

106

[SIGNED for and on behalf of	)
[name of applicable Additional Beneficial	)
Holder]	)
	)
	)

[SIGNED for and on behalf of	)
[name of applicable Additional Beneficial	)
Holder]	)
	)
	)

107

EX-4.69

Exhibit 4.69

Execution version

PREMIUM SINO FINANCE LIMITED

SINOTECH ENERGY LIMITED

SUPERPORT LIMITED

INTERNATIONAL PETROLEUM SERVICES CORPORATION LIMITED

MR. LIU QINGZENG

THIRD SUPPLEMENTAL INSTRUMENT TO INSTRUMENT CONSTITUTING TRANCHE B WARRANTS

CONTENTS

Clause		Page
1.	Interpretation	3
2.	Amendment And Restatement	3
3.	Notices	3
4.	Further Assurance	4
5.	Governing Law And Jurisdiction	4
6.	Effect	4
Schedule 1 Amended And Restated Instrument		11

THIS THIRD SUPPLEMENTAL INSTRUMENT is entered into by way of a deed poll on the 16th day of March 2011

BY:

(1)PREMIUM SINO FINANCE LIMITED, a BVI BusinessCompanyincorporated and existing under the laws of the British Virgin Islands with registration number 607520 (the “Issuer”);

(2)SINOTECH ENERGY LIMITED, a Cayman Islands exempted company incorporated and existing under the laws of the Cayman Islands with registration number 241866 (the “Listco”);

(3)SUPERPORT LIMITED, a BVI BusinessCompany incorporated and existing under the laws of the British Virgin Islands with registration number 1525496 (“Holdco”);

(4)INTERNATIONAL PETROLEUM SERVICES CORPORATION LIMITED, a company incorporated and existing under the laws of Hong Kong with registration number 1165755 (“Parentco”); and

(5)MR. LIU QINGZENG, (刘庆增), with passport number G27332374 issued by the People’s Republic of China (the “Founder”).

IN FAVOUR OF

(6)THE WARRANT HOLDERS (as defined below);

(7)THE INITIAL BENEFICIAL HOLDERS (as defined below);

(8)THE ADDITIONAL INITIAL BENEFICIAL HOLDERS (as defined below); and

(9)THE BENEFICIAL HOLDERS (as defined below).

WHEREAS:

A.The Issuer, Parentco, Holdco and the Founder executed an instrument by way of deed poll (the “Principal Instrument”) dated 8 January 2010 constituting the tranche B warrants, as amended and restated pursuant to a first supplemental instrument (the “First Supplemental Instrument”) dated 11 October 2010 and a second supplemental instrument dated 11 October 2010 (the “Second Supplemental Instrument”, and together with the Principal Instrument and the First Supplemental Instrument, the “Instruments”).

B.The Issuer and Deutsche Bank, AG executed a Warrant Agency Agreement dated 12 January 2010 (“Warrant Agency Agreement”) pursuant to the Principal Instrument appointing Deutsche Bank, AG as Administration Agent and Calculation Agent in respect of the Warrants.

C.The Listco and the Issuer wish to further amend and restate the Instruments (subject to the requisite Warrant Holders’ Consent) pursuant to this Third Supplemental Instrument

2

(the “Third Supplemental Instrument”), in order to amend certain adjustment rights set out in the Instruments.

D.The parties have agreed to amend the Instruments to the extent set out in this Third Supplemental Instrument.

THIS INSTRUMENT WITNESSES as follows:

1.INTERPRETATION

All words and expressions defined in the Instruments shall where the context so requires and admits have the same meaning in this Third Supplemental Instrument and the principles of interpretation specified in Clauses 1.2 to 1.8 of the Principal Instrument shall where the context so requires and admits also apply to this Third Supplemental Instrument.  In addition, in this Third Supplemental Instrument the following expressions have the following meanings:

“Amendment Date” means the later of the date on which this Third Supplemental Instrument is executed and the date on which the Warrant Holders’ Consent is unconditionally obtained.

“Warrant Documents” means the Instruments, the Third Supplemental Instrument and the Warrant Agency Agreement.

“Warrant Holders’ Consent” means the Unanimous Written Consent given or to be given by the Warrant Holders under the Instruments pursuant to which the proposed amendments to the Instruments are approved.

2.AMENDMENT AND RESTATEMENT

2.1The Instruments (including, for the avoidance of doubt, the Warrants constituted and issued under the Instruments prior to the Amendment Date), with effect from the Amendment Date, shall stand amended and restated in the form set out in Schedule 1.

2.2This Third Supplemental Instrument is supplemental to the Instruments.

2.3Subject to the amendments to be effected to the Instruments and the Warrants hereunder, the Instruments and the Warrants shall remain in full force and effect and the Instruments and this Third Supplemental Instrument shall be read and construed together as one instrument.

3.NOTICES

3.1A memorandum of this Third Supplemental Instrument shall be endorsed on the original of the Principal Instrument by the Administration Agent.

3.2Any notice to be given for the purposes of this Third Supplemental Instrument shall be given in accordance with the provisions of paragraph 3 of Schedule 5 (Register, Transfers and Notices) of the Principal Instrument.

3

4.FURTHER ASSURANCE

The Issuer, the Listco and the Warrant Guarantors jointly and severally undertake to execute all such other documents and comply with all such other requirements necessary to effect the amendments contemplated hereby and any other matter incidental thereto.

5.GOVERNING LAW AND JURISDICTION

5.1Governing law

This Third Supplemental Instrument is governed by and shall be construed in accordance with Hong Kong law.

5.2Jurisdiction

5.2.1The courts of Hong Kong shall have non-exclusive jurisdiction to settle any dispute arising from or connected with this Third Supplemental Instrument including, without limitation, a dispute regarding the existence, validity or termination of this Instrument or the consequences of its nullity (a “Dispute”).

5.2.2The parties agree that the courts of Hong Kong are the most appropriate and convenient forum to settle any Dispute and, accordingly, they will not argue to the contrary.

5.2.3No Warrant Holder shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, the Warrant Holders may take concurrent proceedings in any number of jurisdictions.

5.3Service of proceedings

Each of the Issuer, the Listco, each Warrant Guarantor and the Founder agrees that the documents which start any proceedings relating to a Dispute (“Proceedings”) and any other documents required to be served in relation to those Proceedings on the Issuer, the Listco, each Warrant Guarantor and the Founder (as the case may be) may be served on International Petroleum Services Corporation Limited of 1/F., Sunning Plaza, 10 Hysan Avenue, Causeway Bay, Hong Kong, on behalf of the Issuer, the Listco, each Warrant Guarantor (that is not incorporated in Hong Kong) and the Founder in accordance with Clause 3 (Notices) of Schedule 5 of the Principal Instrument, and each of the Issuer, the Listco, each Warrant Guarantor (that is not incorporated in Hong Kong) and the Founder irrevocably appoints such Person as its agent to accept service of Proceedings.  These documents may, however, be served in any other manner allowed by law.  This Clause applies to all Proceedings wherever started.

6.EFFECT

This Third Supplemental Instrument shall take effect as a deed poll, and shall take effect for the benefit of the Warrant Holders and the Beneficial Holders from time to time, and (in relation to any provision that is expressed for the benefit of or purports to grant any right to the Arranger) the Arranger.

4

IN WITNESS WHEREOF this Third Supplemental Instrument has been executed by the Issuer, the Listco, Parentco, Holdco and the Founder as a deed poll and is intended to be and is hereby delivered on the date first above written.

5

THE ISSUER

EXECUTED AS A DEED by	)
PREMIUM SINO FINANCE LIMITED	)
	)	/s/ Liu Qingzeng
	)	Duly Authorised Signatory
	)
	)	Name:	Liu Qingzeng
	)	Title:	Director

in the presence of:

/s/ Zhu Lingxia

Signature of witness

Name: Zhu Lingxia

Address: No. 19 Ronghua South Road, Beijing Economic and Technological Development Area

6

EXECUTION

LISTCO

EXECUTED AS A DEED by	)
SINOTECH ENERGY LIMITED	)
	)	/s/ Liu Qingzeng
	)	Duly Authorised Signatory
	)
	)	Name:	Liu Qingzeng
	)	Title:	Director

in the presence of:

/s/ Zhu Lingxia

Signature of witness

Name: Zhu Lingxia

Address: No. 19 Ronghua South Road, Beijing Economic and Technological Development Area

7

EXECUTION

HOLDCO

EXECUTED AS A DEED by	)
SUPERPORT LIMITED	)
	)	/s/ Liu Qingzeng
	)	Duly Authorised Signatory
	)
	)	Name:	Liu Qingzeng
	)	Title:	Director

in the presence of:

/s/ Zhu Lingxia

Signature of witness

Name: Zhu Lingxia

Address: No. 19 Ronghua South Road, Beijing Economic and Technological Development Area

8

EXECUTION

PARENTCO

THE COMMON SEAL OF		)
INTERNATIONAL PETROLEUM		)
SERVICES CORPORATION LIMITED		)
was hereto affixed		)
in the presence of:
Signature of witness:	/s/ Zhang Yanhua

Name of witness: Zhang Yanhua

9

EXECUTION

THE FOUNDER

SIGNED, SEALED AND DELIVERED AS	)
A DEED by	)
MR. LIU QINGZENG	)	/s/ Liu Qingzeng
	)	Mr. Liu Qingzeng

in the presence of:

/s/ Zhu Lingxia

Signature of witness

Name: Zhu Lingxia

Address: No. 19 Ronghua South Road, Beijing Economic and Technological Development Area

10

SCHEDULE 1
AMENDED AND RESTATED INSTRUMENT

Execution version

PREMIUM SINO FINANCE LIMITED

SINOTECH ENERGY LIMITED

SUPERPORT LIMITED

INTERNATIONAL PETROLEUM SERVICES CORPORATION LIMITED

MR. LIU QINGZENG

AMENDED AND RESTATED INSTRUMENT
RELATING TO AN INSTRUMENT DATED
8 JANUARY 2010
CONSTITUTING TRANCHE B WARRANTS

CONTENTS

Clause		Page
1.	Interpretation	2
2.	Constitution And Form Of Warrants	17
3.	Register, Warrant Certificates And Designation	24
4.	Purchase Rights And Mechanics Of Exercise	24
5.	Qualifying IPO And Exit Event	32
6.	Put And Other Rights	34
7.	Undertakings	41
8.	Winding Up Of The Issuer Or The Company	46
9.	Transfer Of Warrants And Legends	47
10.	Agents And Arranger	48
11.	Variation Of Rights And Votes	49
12.	Warranties And Undertakings	52
13.	Guarantee	56
14.	Replacement Of Warrant Certificates	60
15.	Confidential Information	60
16.	Tax Gross Up	61
17.	No Set-Off	62
18.	Notices	62
19.	Partial Invalidity	62
20.	Default Interest	62
21.	Governing Law And Jurisdiction	62
22.	Effect	63
Schedule 1 Initial Beneficial Holders And Initial Warrants Held		64
Schedule 2 Form Of Global Warrant Certificate		67
Schedule 3 Form Of Individual Warrant Certificate		78
Schedule 4 Form Of Exercise Notice		86
Schedule 5 Register, Transfers And Notices		89
Schedule 6 Put Exercise Notice		94
Schedule 7 Put Payment		95
Schedule 8 Registration Rights		96
Schedule 9 Form Of Accession Undertaking		105
Schedule 10 Form Of Designation Notice		107

THIS AMENDED AND RESTATED INSTRUMENT is entered into by way of a deed poll on 16 March 2011

BY:

(1)PREMIUM SINO FINANCE LIMITED, a BVI BusinessCompanyincorporated and existing under the laws of the British Virgin Islands with registration number 607520 (the “Issuer”);

(2)SINOTECH ENERGY LIMITED, a Cayman Islands exempted company incorporated and existing under the laws of the Cayman Islands with registration number 241866 (the “Company”);

(3)SUPERPORT LIMITED, a BVI BusinessCompany incorporated and existing under the laws of the British Virgin Islands with registration number 1525496 (“Holdco”);

(4)INTERNATIONAL PETROLEUM SERVICES CORPORATION LIMITED, a company incorporated and existing under the laws of Hong Kong with registration number 1165755 (“Parentco”); and

(5)MR. LIU QINGZENG, (刘庆增), with passport number G27332374 issued by the People’s Republic of China (the “Founder”).

IN FAVOUR OF

(6)THE WARRANT HOLDERS (as defined below);

(7)THE INITIAL BENEFICIAL HOLDERS (as defined below);

(8)THE ADDITIONAL INITIAL BENEFICIAL HOLDERS (as defined below); and

(9)THE BENEFICIAL HOLDERS (as defined below).

WHEREAS:

A.The Issuer is the owner of a number of Ordinary Shares in the Company, and has agreed to issue warrants to acquire Ordinary Shares in the Company on the terms set out in this Instrument.

B.The Warrants will be in registered form.  Subject to the provisions of this Instrument, the Warrants will be represented by a global warrant certificate in substantially the form set out in Schedule 2 (Form of Global Warrant Certificate) (or with such amendments thereto as the Administration Agent may reasonably specify to comply with any requirements of any applicable Clearing System) (the “Global Warrant Certificate”), which will be exchangeable, in whole or in part,

1

for Warrants in individual warrant certificates in substantially the form set out in Schedule 3 (Form of Individual Warrant Certificate) (the “Individual Warrant Certificates”) (together with the Global Warrant Certificate, the “Warrant Certificates” and each a “Warrant Certificate”) in the circumstances specified herein and therein.

C.The Issuer will, in relation to the Warrants, enter into an agency agreement (as amended or supplemented from time to time, the “Warrant Agency Agreement”) with Deutsche Bank AG, Hong Kong Branch as administration agent (the “Administration Agent”, which expression includes any successor administration agent appointed from time to time in connection with the Warrants) and Deutsche Bank AG, Hong Kong Branch as calculation agent (the “Calculation Agent”, which expression includes any successor calculation agent appointed from time to time in connection with the Warrants).

D.The Issuer wishes to constitute the Warrants by deed poll.

THIS INSTRUMENT WITNESSES as follows:

1.INTERPRETATION

1.1In this Instrument:

“Acceleration Notice” has the meaning given to it in Clause 6.2.2.

“Acceleration Put Event” has the meaning given to it in Clause 6.1.2.

“Accession Undertaking” means an accession undertaking in substantially the form set out in Schedule 9 (Form of Accession Undertaking).

“Accounting Principles” means US GAAP.

“Additional Initial Beneficial Holders” means each Person specified by the Arranger in a Designation Notice (given by the Arranger to the Administration Agent and Issuer and stated as relating to any Tranche (other than Tranche One)) as a Person for whose benefit any Warrants are to be issued by the Issuer pursuant to Clause 2.1.1(c).

“Additional Warrant Guarantor” means any person that becomes a party to this Instrument pursuant to Clause 13.9.3.

“Affiliate” means, in relation to any Person, a Subsidiary of that Person or a Holding Company of that Person or any other Subsidiary of any Holding Company of that Person.

“Agents” means the Administration Agent and the Calculation Agent.

“Applicable Laws” means, as to any Person, any law, statute, rule, regulation, notice, order, policy, or determination of an arbitrator or a court or other

2

Government Authority or stock exchange, in each case applicable or binding upon such Person or any of its properties or to which such Person or any of its properties is subject or pertaining to any or all of the transactions contemplated or referred to herein.

“Approved Audit Firm” means any one of Deloitte, Ernst & Young, KPMG, PricewaterhouseCoopers and Grant Thornton as may be nominated by the Warrant Holders by Written Consent and agreed to by the Issuer (such consent not to be unreasonably withheld or delayed).

“Arranger” means Deutsche Bank AG, Hong Kong Branch.

“Beneficial Holder” means any accountholder or participant with a Clearing System which has, at any time, credited to its securities account with such Clearing System one or more Entries in respect of the Global Warrant Certificate or any of the Warrants represented thereby, except for any Clearing System in its capacity as an accountholder of the other Clearing System.

“Borrower” means Tianjin New Highland Science and Technology Development Co., Ltd., a wholly foreign-owned enterprise established under the laws of the PRC.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, the PRC, Hong Kong and Singapore and (in relation to any payment in US$) New York City.

“Cash Settlement” has the meaning given to it in Clause 4.4.1

“Cash Settlement Account” has the meaning given to it in Clause 4.4.2

“Cash Settlement Amount” has the meaning given to it in Clause 4.4.3

“Clearing Systems” means Euroclear and Clearstream, Luxembourg.

“Clearstream, Luxembourg” means Clearstream Banking, société anonyme, Luxembourg.

“Common Depositary” means, in relation to a Clearing System, a common depositary in respect of such Clearing System.

“Company Entity” means the Company or any wholly-owned Subsidiary (direct or indirect) of the Company.

“Confidential Information” has the meaning given to it in Clause 15.1 (Confidentiality undertaking).

“Covered Entity” means the Borrower, Parentco, Holdco, the Company, any other member of the Group, the Issuer or the Founder.

“Co-Sale Notice” has the meaning given to it in Clause 6.6.1.

3

“Co-Sale Securities” have the meaning given to it in Clause 6.6.1.

“Current Market Price” means in respect of any exercise of any of the Warrants (in whole or in part), (i) the offer price of Shares on a per Share basis offered to the public in (if such exercise is made in connection with a Qualifying IPO or after a Qualifying IPO) such Qualifying IPO as finally determined by the underwriters in respect of such Qualifying IPO; or (ii) (if such exercise is made in connection with an Exit Event), the Exit Price in respect of such exercise.

“Cut-off Date” means 5:00 p.m. on the Maturity Date.

“Default” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Designation Notice” means a notice in the form, or substantially in the form, set out in Schedule 10 (Form of Designation Notice).

“Determination Date” means, in relation to a Beneficial Holder:

(a)(in the case where such Beneficial Holder gives a Direct Rights Notice in accordance with Clause 2.4.1) the date of such Direct Rights Notice; or

(b)(in the case where such Beneficial Holder has not given a Direct Rights Notice in accordance with Clause 2.4.1 but any of the events or circumstances set out in Clause 2.4.2(a) or (b) occurs) the date of occurrence of such event or circumstance set out in Clause 2.4.2(a) or (b).

“Direct Rights” means the rights referred to in Clause 2.4 (Direct rights).

“Direct Rights Event” means, in relation to a Beneficial Holder at any time while the Global Warrant Certificate is outstanding, any of the following events:

(a)any of the Issuer, the Company, Parentco, Holdco, the Founder or any Additional Warrant Guarantor being in default of any of its obligations under this Instrument;

(b)the Warrant Holder failing (for any reason) to act (or refrain from acting) in accordance with the instructions of such Beneficial Holder with respect to its Entry (or any of the Warrants to which such Entry relate), duly transmitted via the applicable Clearing System, provided that such Beneficial Holder would have been entitled to so act (or so refrain from acting) if it were the Warrant Holder in respect of such Warrants; and/or

(c)such Beneficial Holder wishes to exercise or enforce any right or remedy in respect of any of the Warrants (to which any Entry of such Beneficial Holder relates) that is not capable of being exercised or enforced through the applicable Clearing System.

“Direct Rights Notice” has the meaning given to it in Clause 2.4 (Direct rights).

4

“Dispute” has the meaning given to it in Clause 21.2 (Jurisdiction).

“Distribution” means any dividend, distribution (whether of assets, capital, profits or reserves, including without limitation the issue of Shares credited as fully paid or partly paid out of profits or reserves and issued in lieu of a cash dividend), payment or return of an income or capital nature.

“Encumbrance” means any mortgage, assignment of receivables, debenture, lien, charge, pledge, title retention, right to acquire, security interest, options, rights of first refusal and any other encumbrance or condition whatsoever.

“Entitlement” means, in relation to a Warrant Holder or Warrants held by a Warrant Holder, the total number of Warrant Shares which such Warrant Holder is entitled to purchase pursuant to the outstanding Warrants held by such Warrant Holder, expressed as a percentage of the Fully Diluted Share Capital, and as the same may be adjusted in accordance with the provisions of this Instrument and/or pursuant to any written agreement between the Issuer and the relevant Warrant Holder.

“Entry” means, in relation to the Global Warrant Certificate, any entry which is made in the securities account of any Person with a Clearing System in respect of any of the Warrants represented by the Global Warrant Certificate.

“Equity Interest” means, in relation to any Person:

(a)any shares of any class or capital stock of or equity interest in such Person or any depositary receipt in respect of any such shares, capital stock or equity interest;

(b)any securities convertible or exchangeable (whether at the option of the holder thereof or otherwise and whether such conversion is conditional or otherwise) into any such shares, capital stock, equity interest or depositary receipt, or any depositary receipt in respect of any such securities; or

(c)any option, warrant or other right to acquire any such shares, capital stock, capital interest, securities or depositary receipts referred to in paragraphs (a) and/or  (b).

“Equity Shares” means shares comprising the share capital of the Company.

“Euroclear” means Euroclear Bank S.A./N.V..

“Event of Default” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Exercise Date” has the meaning given to it in Clause 4.3.1.

“Exercise Notice” means a notice in the form, or substantially in the form, set out in Schedule 4 (Form of Exercise Notice).

5

“Exercised Entitlement” has the meaning given to it in Clause 4.1.2.

“Exercising Warrant Holder” means a Warrant Holder who exercises its Purchase Rights (in whole or in part) in accordance with Clause 4 (Purchase Rights and Mechanics of Exercise).

“Exit Date” means the date on which an Exit Event occurs.

“Exit Event” means, prior to the occurrence of a Qualifying IPO:

(a)any Covered Entity shall, in any transaction or series of related transactions, sell, convey, or otherwise dispose (by lease, licence or otherwise) of all or a material part of its assets, property or business or merge or amalgamate with or into or consolidate with any other corporation, limited liability company or other entity other than:

(i)a disposal of assets by a Company Entity to another Company Entity; or

(ii)a solvent merger or amalgamation between a Company Entity with another Company Entity (and not involving any person that is not a Company Entity), where (if the Company is involved in such merger or amalgamation) the Company is the surviving entity and there are no Equity Interests in the Company (following such merger or amalgamation) other than Ordinary Shares); or

(b)any transaction or series of related transactions shall occur pursuant to which more than 40% of the shares or Equity Interests in a Covered Entity (other than the Founder) are issued, sold, transferred or conveyed to, or otherwise disposed of by, any person or person(s), other than:

(iii)any issuance, sale, transfer, conveyance or disposal of shares or Equity Interests in the Company in favour of the Issuer; or

(iv)any issuance, sale, transfer, conveyance or disposal of shares or Equity Interests in any Company Entity (other than the Company) in favour of another Company Entity.

“Exit Notice” has the meaning given to it in Clause 5.1.2.

“Exit Price” means the price for a Share to be determined in accordance with Clause 4.5 (Exit Price).

“Facility Agent” has the meaning given to it in the Facility Agreement.

“Facility Agreement” means the facility agreement dated on or about the date of this Instrument entered into by, among others, the Borrower and Deutsche Bank AG, Hong Kong Branch as co-ordinating arranger, Deutsche Bank AG, Hong Kong

6

Branch as facility agent and DB Trustees (Hong Kong) Limited as security agent as supplemented, varied and/or amended from time to time.

“Finance Documents” has the meaning given to it in the Facility Agreement.

“First Calculation Date” means 31 December 2010.

“First Period” means the period of 12 full calendar months ending on the First Calculation Date.

“Fully Diluted Share Capital” means:

(a)as at the relevant time up to and including the occurrence of a Qualifying IPO, the aggregate of:

(1)all Equity Shares in issue; and

(2)all Equity Shares which would be issued if all the Outstanding Options for the time being had been exercised in full,

but excluding any Shares which would be issued in any share offering as part of any Qualifying IPO; and

(b)at any time after the occurrence of a Qualifying IPO, the Fully Diluted Share Capital (as at the occurrence of such Qualifying IPO) as determined in accordance with paragraph (a), provided that, if at any time or from time to time after the  QIPO Date, the Shares are changed into the same or a different number of Shares or any class or classes of Equity Shares of the Company, whether by subdivision, consolidation, reclassification or otherwise, in any such event, the Fully Diluted Share Capital as determined in accordance with paragraph (a) shall include or be replaced by (as the case requires) the kind and amount of Equity Shares and/or other securities and property receivable upon such subdivision, consolidation, reclassification or other change as if such subdivision, consolidation, reclassification or change had occurred immediately prior to the occurrence of the Qualifying IPO.

“Global Warrant Certificate” has the meaning given in the Recitals.

“Government Authority” means any national, provincial, municipal, city or local government or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through share or capital ownership or otherwise, by any of the foregoing.

“Group” means the Company and its Subsidiaries from time to time and a “member of the Group” is to be construed accordingly.

“Holding Company” means, in relation to a company, corporation or entity, any other company, corporation or entity in respect of which it is a Subsidiary.

7

“Hong Kong Stock Exchange” means The Stock Exchange of Hong Kong Limited.

“IFRS” means International Financial Reporting Standards issued and/or adopted by the International Accounting Standards Board from time to time.

“Initial Beneficial Holders” means the Persons whose names are set out in Schedule 1 (Initial Beneficial Holders and Initial Warrants Held) (each an “Initial Beneficial Holder”).

“Initial Utilisation Date” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Intercompany Loan Agreement” means the loan agreement dated 6 May 2009 entered into between Premium Sino as borrower and Wise Worldwide as lender pursuant to which Premium Sino borrowed HK$45,000,000 from Wise Worldwide.

“Lender” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument) and “Lenders” shall be construed accordingly.

“Loan” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Majority Lenders” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Market Value” means, in relation to any shares in the capital of the Company or rights to purchase, subscribe for, or to convert securities into, shares in the capital of the Company, Warrants or any Warrant Shares (collectively “Relevant Securities”):

(a)the amount which the Warrant Holders (acting by Written Consent) and the Issuer (each acting reasonably) shall agree as being their market value; or

(b)in the absence of such agreement, the amount which the applicable Approved Audit Firm (appointed in accordance with Clause 6.4.2) states in writing to be in its opinion their market value, on the basis of a sale as between a willing seller and a willing buyer at arms’ length (as relevant) and, in determining such market value, the Approved Audit Firm shall be instructed in particular (where relevant):

(i)to have regard to the rights attached (or which would attach) to such Relevant Securities (and/or shares in the Company to which such Relevant Securities relate) in respect of income and capital but disregard any restrictions as to transfer;

(ii)to disregard whether such Relevant Securities (and/or shares in the Company to which such Relevant Securities relate) represent (or would represent) a minority interest; and

8

(iii)if the Company (or any other Covered Entity) is then carrying on business as a going concern, to assume it will continue to do so.

“Maturity Date” means the date that is 60 Months after the Initial Utilisation Date.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)(subject to paragraph (c) below) if the numerically corresponding day in that next calendar month (in which that period is to end) is not a Business Day, that period shall end on the next Business Day in that next calendar month if there is one, or if there is not, on the immediately preceding Business Day in that next calendar month;

(b)if there is no numerically corresponding day in that next calendar month (in which that period is to end), that period shall end on the last Business Day in that next calendar month; and

(c)if any period begins on the last Business Day of a calendar month, that period shall end on the last Business Day in the calendar month in which that period is to end.

The above rules will only apply to the last Month of any period.

“Net Income” means, in respect of any period, the consolidated after-Tax net income of the Borrower for such period, as determined in accordance with Clause 4.2 (Determination of Net Income).

“No IPO Notice” has the meaning given to it in Clause 6.2.1.

“No IPO Put Event” has the meaning given to it in Clause 6.1.1.

“Obligors” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Offered Price” has the meaning given to it in Clause 6.5.1.

“Offered Shares” has the meaning given to it in Clause 6.5.1.

“Offeree” has the meaning given to it in Clause 6.5.5.

“Ordinary Shares” means ordinary shares in the share capital of the Company.

“Other Warrants” means any warrants (other than Transaction Warrants) relating to the purchase of shares in the Company, issued and/or to be issued by the Issuer pursuant to an Other Warrant Instrument.

“Other Warrant Holders” means the holders of Other Warrants as determined in accordance with the provisions of the Other Warrant Instruments applicable to such Other Warrants.

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“Other Warrant Instruments” means the warrant instrument(s) entered into or to be entered into by (among others) the Issuer as issuer, with prior written consent of the Arranger, pursuant to which the Issuer grants warrants entitling the holders thereof to purchase shares in the Company.

“Outstanding Options” means, at any relevant time, all outstanding options or outstanding rights (whether or not conditional or contingent and assuming full performance of any performance-linked rights), to subscribe for Equity Shares or securities which are convertible into Equity Shares.

“Period” means the First Period or the Second Period.

“Person” means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, Government Authority or other entity of any kind, and shall include any legal personal representatives, successor (by merger or otherwise) and permitted assigns of such entity.

“PRC” means the People’s Republic of China (excluding for such purposes Hong Kong, Macau and Taiwan).

“Proceedings” has the meaning given to it in Clause 21.3 (Service of proceedings).

“Purchase Price” means for each Warrant Share, the amount equivalent to the lower of the following:

(a)50% of the Current Market Price; and

(b)(subject to Clause 4.2.5 and any adjustments agreed between the Issuer and the Warrant Holders in writing) eight (8) times the amount equal to the Net Income in respect of the First Period divided by the Fully Diluted Share Capital.

“Purchase Rights” means the rights of the Warrant Holders to purchase Warrant Shares from the Issuer pursuant to the Warrants, on the terms and subject to the conditions of this Instrument.

“Put Event” has the meaning given to it in Clause 6.1 (Put Events).

“Put Exercise Notice” means a notice in the form, or substantially in the form, set out in Schedule 6 (Put Exercise).

“Put Option Date” means the date falling 30 Months after the Initial Utilisation Date.

“Put Payment” means the amount payable to a Warrant Holder upon exercise of its Put Rights under Clause 6.3 (Purchase of Warrants) and to be determined in accordance with the provisions in Schedule 7 (Put Payment).

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“Put Payment Account” means, in relation to a Warrant Holder, the bank account stated in the relevant Put Exercise Notice given by such Warrant Holder or such other account as such Warrant Holder may designate by written notice to the Administration Agent, and into which the Put Payment relating to such Warrant Holder is to be paid.

“Put Rights” means the rights of the Warrant Holders to require the Issuer to purchase the Warrants pursuant to the provisions of Clause 6.3 (Purchase of Warrants).

“QIPO Date” means the date on which shares of the Company commence trading on the relevant stock exchange pursuant to a Qualifying IPO.

“QIPO Notice” has the meaning given to it in Clause 5.1.1.

“Qualifying IPO” means any initial public offering of shares of the Company on any Stock Exchange (and any reference in this Instrument to the “occurrence of a Qualifying IPO” or other terms having a similar effect shall mean the commencement of trading of the shares of the Company on the relevant Stock Exchange pursuant to a Qualifying IPO).

“Register” means the register of Warrant Holders required to be maintained pursuant to Schedule 5 (Register, Transfers and Notices).

“Relevant Party” means the Issuer, the Company, any other Warrant Guarantor the Calculation Agent or any Warrant Holder.

“Required Shares” has the meaning given to it in Clause 7.1.3.

“Revocation Notice” has the meaning given to it in Clause 5.2.1.

“ROFO Holders” has the meaning given to it in Clause 6.5.1.

“ROFO Offer” has the meaning given to it in Clause 6.5.2.

“ROFO Period” has the meaning given to it in Clause 6.5.3.

“ROFO Response” has the meaning given to it in Clause 6.5.3.

“ROFO Shares” has the meaning given to it in Clause 6.5.2.

“Second Calculation Date” means 31 December 2011.

“Second Period” means the period of 12 full calendar months ending on the Second Calculation Date.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Security Agent” has the meaning given to it in the Security Trust Deed.

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“Security” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Security Documents” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Security Trust Deed” means the security trust deed entered into or to be entered into between, among others, DB Trustees (Hong Kong) Limited as Security Agent, Deutsche Bank AG, Hong Kong Branch as Facility Agent and the Borrower.

“Share Pledge” means the share mortgage entered into or to be entered into between the Issuer, and DB Trustees (Hong Kong) Limited as Security Agent pursuant to which, among other things, the Issuer grants Security over certain of its shares in the Company.

“Shares” means the Ordinary Shares.

“Specified Office” has the meaning given in the Warrant Agency Agreement.

“Stated Per Cent” means, as at the date of this Instrument, seven per cent (7%) of the Fully Diluted Share Capital, as the same may be adjusted in accordance with the provisions of this Instrument and/or pursuant to any written agreement between the Issuer and the Warrant Holders.  As of the Initial Utilisation Date, each 100,000 Warrants shall represent an Entitlement of one per cent (1%) of the Fully Diluted Share Capital.

“Stock Exchange” means (i) the Hong Kong Stock Exchange or (ii) New York Stock Exchange or the NASDAQ Stock Market or (iii) any other internationally recognised stock exchange acceptable to the Warrant Holders (pursuant to a Written Consent), and on which any of the Shares are listed (or are to be listed) at any time.

“Subordination Deed” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Subsidiary” means in relation to any company, corporation or entity, a company, corporation or entity:

(a)which is controlled, directly or indirectly, by the first mentioned company, corporation or entity;

(b)more than half the issued share capital, registered capital or equity interest of which is beneficially owned, directly or indirectly by the first mentioned company, corporation or entity; or

(c)which is a Subsidiary of another Subsidiary of the first mentioned company, corporation or entity,

and for this purpose, a company, corporation or entity shall be treated as being controlled by another if that other company, corporation or entity is able to direct its

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affairs and/or to control the majority of the composition of its board of directors or equivalent body.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“this Instrument” means this Instrument and the Schedules (as from time to time modified in accordance with the provisions contained herein) and (unless the context requires otherwise) includes any deed poll or other document executed in accordance with the provisions hereof (as from time to time modified as aforesaid) and expressed to be supplemental hereto.

“Top-up Warrant Shares” means any Shares which the Issuer agrees in writing to transfer to a Warrant Holder and which relate to the Warrants.

“Total Commitments” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Total Entitlement” means, from time to time, the aggregate of the Entitlements of the Warrant Holders.

“Total Transaction Entitlement” means, from time to time, the aggregate of the Transaction Entitlements of the Transaction Warrant Holders.

“Tranche” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Tranche One” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Transaction Documents” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Transaction Entitlement” means, in relation to a Transaction Warrant Holder or Transaction Warrants held by a Transaction Warrant Holder, the total number of Transaction Warrant Shares for which such Transaction Warrant Holder is entitled to purchase (under the terms of the Transaction Warrant Instruments) pursuant to the outstanding Transaction Warrants held by such Transaction Warrant Holder, expressed as a percentage of the Fully Diluted Share Capital, and as the same may be adjusted in accordance with the provisions of the applicable Transaction Warrant Instruments.

“Transaction Written Consent” means the consent in writing of the Transaction Warrant Holders holding outstanding Transaction Warrants entitling them to purchase more than 50 per cent. of all the Transaction Warrant Shares which would be purchased if all the Transaction Entitlements of the outstanding Transaction Warrants are exercised to their maximum extent.

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“Transaction Warrants” means the warrants to purchase Ordinary Shares pursuant to the Transaction Warrant Instruments (including without limitation the Warrants).

“Transaction Warrant Holders” means (a) the Warrant Holders and (b) the holders of Transaction Warrants (other than the Warrants) as determined in accordance with the provisions of the Transaction Warrant Instruments applicable to such Transaction Warrants.

“Transaction Warrant Instruments” means any warrant instruments entered into by (among others) the Issuer as issuer, the Company, the Parentco and the Founder, pursuant to which the Issuer grants warrants entitling the holders thereof to purchase shares in the Company (including without limitation this Instrument).

“Transaction Warrant Shares” means the Ordinary Shares to be transferred by the Issuer upon the exercise of the purchase rights attaching to the Transaction Warrants (including without limitation the Warrant Shares).

“Transfer” has the meaning given to it in Clause 6.5.1.

“Transfer Notice” has the meaning given to it in Clause 6.5.1.

“Unanimous Written Consent” means the consent in writing of:

(a)the Warrant Holders holding outstanding Warrants entitling them to purchase 100% per cent. of all the Warrant Shares which would be purchased if all the Entitlements of the outstanding Warrants are exercised to their maximum extent; and

(b)(for the purposes of any amendment, modification, alteration, waiver or other matter requiring or expressed to require a “Unanimous Written Consent”) each Person that was a Beneficial Holder immediately prior to a Warrant Holder exercising (for the benefit of such Beneficial Holder) its Purchase Rights in full in respect of any of its Warrants, and whose rights or entitlement would be affected by such amendment, modification, alteration, waiver or other matter.

“US$” or “US Dollars” means United States dollars, the lawful currency of the United States of America.

“US GAAP” means generally accepted accounting principles in the United States of America.

“Utilisation” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Utilisation Date” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Warrant Certificate” has the meaning given in the Recitals.

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“Warrant Guarantors” means the Company, Parentco, Holdco and each Additional Warrant Guarantor.

“Warrant Holder’s Group” means in respect of a Warrant Holder, the Warrant Holder and its Affiliates, and a “member of the Warrant Holder’s Group” shall be construed accordingly.

“Warrant Holders” means the Persons in whose names the Warrants are registered from time to time as evidenced by the Register, provided that:

(a)at all times during the period from the date of this Instrument to the time when the Global Warrant Certificate has been issued in accordance with Clause 2.1.1(b), each Initial Beneficial Holder shall be deemed to be a Warrant Holder; and

(b)with effect from the effectiveness of the issuance of any Warrants to or for the benefit any Person specified by the Arranger pursuant to Clause 2.1.1(c) until the time when the name of such Person is registered in the Register as the holder of such Warrants so issued to it (or the Global Warrant Certificate has been endorsed in accordance with Clause 2.1.1(d)(i) to reflect the issuance of such Warrants and the applicable nominee for a Common Depositary for the Clearing Systems has been entered into the Register as the Warrant Holder in respect of such Warrants), such Person shall be deemed to be a Warrant Holder holding such Warrants (in addition to any other Warrant Holders holding any other Warrants at such time),

and a “Warrant Holder” means any one of them.  For the avoidance of doubt, for the purposes of any rights or entitlement expressed to be given to a Warrant Holder under this Instrument after the exercise by such Warrant Holder of its Purchase Rights in full in respect of any of its Warrants, each Person that was a Beneficial Holder immediately prior to a Warrant Holder exercising (for the benefit of such Beneficial Holder) its Purchase Rights in full in respect of any Warrants shall be a “Warrant Holder” (with respect to such Warrants) notwithstanding that such Warrants shall have been exercised in full.

“Warrant Shares” means the Ordinary Shares to be transferred by the Issuer upon the exercise of the Purchase Rights attaching to the Warrants (and/or the Ordinary Shares (including Top-up Warrant Shares) to be transferred by the Issuer pursuant to any written agreement entered into between the Issuer and the Warrant Holders which relates to the Warrants).

“Warrants” means the warrants to purchase Ordinary Shares pursuant to this Instrument, with each 100,000 Warrants representing an Entitlement of one per cent. (1%) of the Fully Diluted Share Capital, and as the same may be adjusted in accordance with the provisions of this Instrument and/or pursuant to any written agreement between the Issuer and the Warrant Holders.

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“Written Consent” means the consent in writing of the Warrant Holders holding outstanding Warrants entitling them to purchase more than 50% per cent. of all the Warrant Shares which would be purchased if all the Entitlements of the outstanding Warrants are exercised to their maximum extent.

1.2The headings in this Instrument do not affect its interpretation.

1.3Unless otherwise specified herein or unless the context otherwise requires, in this Instrument a reference to:

1.3.1a Clause, paragraph or Schedule, unless specifically provided otherwise, is a reference to a clause or paragraph of, or schedule to, this Instrument;

1.3.2a statutory provision includes a reference to the statutory provision as modified or re-enacted or both from time to time after the date of this Instrument and any subordinate legislation made or other thing done under the statutory provision after the date of this Instrument;

1.3.3the singular includes the plural and vice versa (unless the context requires otherwise);

1.3.4words incorporating one gender shall include each gender;

1.3.5“parties” means the Company, the Issuer, Parentco, Holdco, each other Warrant Guarantor, the Founder, the Administration Agent and the Calculation Agent and a “party” shall be construed accordingly;

1.3.6the Administration Agent, the Calculation Agent, the Facility Agent, the Company, the Issuer, Parentco, Holdco, any Additional Warrant Guarantor, the Founder, any Warrant Holder, any Lender or any Secured Party shall be construed so as to include its successors in title, permitted assigns and permitted transferees; and

1.3.7the Facility Agreement or any other agreement or instrument is a reference to that Facility Agreement or other agreement or instrument as amended, supplemented or novated from time to time.

1.4Unless otherwise defined herein or unless the context otherwise requires, (a) terms and expressions defined in or construed for the purposes of the Facility Agreement (in the form subsisting as at the date of this Instrument) shall have the same meaning in this Instrument and (b) the rules of construction set out in Clauses 1.2 (Construction) and1.3(Currency symbols and definitions) of the Facility Agreement (in the form subsisting as at the date of this Instrument) shall have the same meaning in this Instrument.

1.5The Schedules to this Instrument form part of it and shall have the same force and effect as if expressly set out in the body of this Instrument.

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1.6Unless a contrary indication appears, any reference in this Instrument to a time of day is a reference to Hong Kong time.

1.7

1.7.1If any obligations under this Instrument fall due on a day or date which is not a Business Day, such obligations shall instead fall due on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

1.7.2During any extension of the due date for payment of any amount pursuant to Clause 1.7.1above, interest is payable on such amount at the rate payable on the original due date.

1.8The liabilities and obligations of the Issuer and the Founder under this Instrument shall be joint and several.

1.9Certain provisions of this Instrument are summaries of the Warrant Agency Agreement and subject to its detailed provisions.  The Warrant Holders shall be bound by, and shall be deemed to have notice of all the provisions of the Warrant Agency Agreement applicable to them.  With effect from no later than the Initial Utilisation Date, copies of the Warrant Agency Agreement are available for inspection during normal business hours at the Specified Office of the Administration Agent.

2.CONSTITUTION AND FORM OF WARRANTS

2.1Issue of Warrants

2.1.1The Issuer:

(a)hereby constitutes and issues, with effect from the Initial Utilisation Date, for the benefit of each Initial Beneficial Holder, Warrants in such number and with such initial Entitlements as set out opposite the name of such Initial Beneficial Holder in Schedule 1 (Initial Beneficial Holders and Initial Warrants Held) (being in aggregate 538,462 Warrants with an aggregate Entitlement of 5.38462% of the Fully Diluted Share Capital), with each 100,000 Warrants representing an Entitlement of one per cent (1%) of the Fully Diluted Share Capital;

(b)shall, on the Initial Utilisation Date:

(i)cause all of the Warrants referred to in Clause 2.1.1(a) to be deposited into Euroclear and be represented by a Global Warrant Certificate;

(ii)issue to a nominee of a Common Depositary for the Clearing Systems (as specified by the Arranger) (and deposit with or

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procure the Administration Agent to deposit with such nominee) a Global Warrant Certificate representing all of the Warrants referred to in Clause 2.1.1(a) and procure that the name of such nominee be entered into the Register as the Warrant Holder in respect of such Warrants; and

(iii)ensure that the securities account with the Clearing Systems of each Initial Beneficial Holder is credited with an Entry in respect of beneficial interests in Warrants, in such number and with such initial Entitlements as set out opposite the name of such Initial Beneficial Holder in Schedule 1 (Initial Beneficial Holders and Initial Warrants Held);

(c)hereby constitutes and issues with effect from the Utilisation Date for the Loan under each Tranche (other than Tranche One), for the benefit of each Additional Initial Beneficial Holder (specified by the Arranger in a Designation Notice given by the Arranger to the Administration Agent and the Issuer prior to such Utilisation Date and stated as relating to such Tranche, which Designation Notice has been executed by the Arranger and each such Additional Initial Beneficial Holder specified therein), Warrants in such number and with such initial Entitlements as set out beside the name of such Additional Initial Beneficial Holder in such Designation Notice, provided that (A) the aggregate Entitlements of the Warrants so issued by the Issuer on such Utilisation Date shall be equal to the Stated Per Cent multiplied by the fraction borne by the amount of such Loan made on such Utilisation Date to US$65,000,0000, (B) the Entitlement represented by each such Warrant shall be equal to the Entitlement represented by each other Warrant that has been issued under this Instrument and that has not been exercised in whole or in part, and (C) the aggregate number of Transaction Warrants (including Warrants) to be issued by the Issuer on such Utilisation Date (“Additional Transactional Warrants”) shall be issued pro rata (by reference to the Stated Per Cent as defined in each relevant Transaction Warrant Instrument) under the respective Transaction Warrant Instruments pursuant to which the Additional Transaction Warrants are so issued; and

(d)shall, on the Utilisation Date for the Loan under each Tranche (other than Tranche One):

(i)if the Warrants outstanding immediately prior to such Utilisation Date are then represented by the Global Warrant Certificate held by a nominee for a Common Depositary for the Clearing Systems and no Beneficial Holder has given a Direct Rights Notice in accordance with Clause 2.4 (Direct rights) and none of

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the events or circumstances falling within Clause 2.4.2(a) or (b) has occurred):

(1)cause all of the Warrants to be issued on such Utilisation Date in accordance with Clause 2.1.1(c) to be deposited into such Clearing System and be represented by the Global Warrant Certificate;

(2)ensure that the Global Warrant Certificate shall be endorsed (by way of noting by the Administration Agent on the First Schedule to the Global Warrant Certificate) to reflect the issuance of such Warrants and increase in the number of Warrants and Entitlements represented by the Global Warrant Certificate (and ensure that the Global Warrant Certificate as so endorsed shall be deposited with such nominee for such Common Depositary), and procure that the name of the Warrant Holder (in respect of the Global Warrant Certificate) be entered into the Register as the Warrant Holder in respect of such Warrants to be issued on such Utilisation Date in accordance with Clause 2.1.1(c); and

(3)ensure that the securities account with the Clearing Systems of each such Additional Initial Beneficial Holder is credited with an Entry in respect of beneficial interests in Warrants, in such number and with such initial Entitlements as set out opposite the name of such Additional Initial Beneficial Holder in such Designation Notice, provided that the aggregate of such initial Entitlements (as so specified in such Designation Notice) shall be equal to the aggregate Entitlements of the Warrants to be so issued on such Utilisation Date in accordance with Clause 2.1.1(c); or

(ii)if any of the Warrants outstanding immediately prior to such Utilisation Date are not then represented by the Global Warrant Certificate held by a nominee for a Common Depositary for the Clearing Systems or any Beneficial Holder has given a Direct Rights Notice in accordance with Clause 2.4 (Direct rights) or any of the events or circumstances falling within Clause 2.4.2(a) or (b) has occurred):

(1)cause an Individual Warrant Certificate to be issued to each such Additional Initial Beneficial Holder to represent such Warrants to be so issued for the benefit of such Additional

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Initial Beneficial Holder in accordance with Clause 2.1.1(c); and

(2)procure that the name of each such Additional Initial Beneficial Holder to be entered into the Register as the Warrant Holder in respect of such Warrants to be so issued for the benefit of such Additional Initial Beneficial Holder in accordance with Clause 2.1.1(c).

Each Warrant issued under this Clause shall carry the right (but not the obligation) for the Warrant Holder (in respect of such Warrant) to purchase from the Issuer at the Purchase Price per Warrant Share for an aggregate number of Warrant Shares representing the Entitlement attributable to such Warrant, (in each case) on the terms and subject to the conditions set out in this Instrument and with such other rights as set out in this Instrument.

2.1.2The Warrants (and the Entitlements attributable to such Warrants) shall only become effective and enforceable in accordance with their terms (but shall automatically become effective and enforceable in accordance with their terms) as follows:

(a)in the case of the Warrants (and the Entitlements attributable to such Warrants) referred to in Clause 2.1.1(a), on the Initial Utilisation Date; and

(b)in the case of the Warrants (and the Entitlements attributable to such Warrants) referred to in Clause 2.1.1(c), on the applicable Utilisation Date referred to in Clause 2.1.1(c).

2.1.3The Issuer shall ensure that the Warrant Agency Agreement is executed and delivered to the Administration Agent and the Calculation Agent no later than the date on which the first Utilisation Request is delivered under the Facility Agreement.

2.1.4All Warrants issued hereunder (including any Warrants issued or effective as of any Utilisation Date as referred to in Clause 2.1.1(c)) shall form a single series of Warrants.

2.1.5The Warrants are issued in registered form.

2.1.6At any time when any Warrants are represented by a Global Warrant Certificate and such Global Warrant Certificate is deposited with a nominee for a Common Depositary for the Clearing Systems:

(a)the rights conferred on the Warrant Holder of the Global Warrant Certificate pursuant to the terms of such Global Warrant Certificate and this Instrument are held for the benefit of the Beneficial Holders

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in accordance with their respective interests in the number of Warrants and the Entitlements relating to such Warrants evidenced by their respective Entries; and

(b)the rules for the time being of the Clearing Systems shall govern the manner in which the Warrant Holder of the Global Warrant Certificate shall act and exercise its rights in respect of such Warrants in accordance with the instructions from time to time of such Beneficial Holders in respect of their respective Entries.

2.2Undertakings

Each party undertakes to comply with the terms and conditions of this Instrument and the obligations expressed to be undertaken by it in each Warrant Certificate and specifically, but without limitation, to do all such things and execute all such documents necessary in order to give effect to the Purchase Rights, the Put Rights and such other rights hereunder and thereunder conferred on the Warrant Holders in accordance with the terms of this Instrument and each Warrant Certificate.

2.3Binding effect

The Warrants are issued on the terms and conditions of this Instrument, which are binding upon the Issuer, the Company, Parentco, Holdco, each Additional Warrant Guarantor, the Founder, each Warrant Holder and each Beneficial Holder and all Persons claiming through or under any of them.

2.4Direct rights

2.4.1If at any time any Warrants are represented by a Global Warrant Certificate and a Direct Rights Event occurs with respect to any Beneficial Holder (which has an Entry relating to any such Warrants), such Beneficial Holder shall be entitled to require, by notice to the Administration Agent (“Direct Rights Notice”), the issue to it of such number of Individual Warrant Certificates representing in aggregate such number of Warrants (and with such aggregate Entitlements) equal to the aggregate number of Warrants (and, as applicable, the aggregate Entitlements) to which such Beneficial Holder’s Entry relates as at the Determination Date in respect of such Beneficial Holder, in exchange (in part) for such Global Warrant Certificate.  Upon issuance of such Individual Warrant Certificates in respect of any such Warrants, the number and Entitlements of Warrants represented by such Global Warrant Certificate shall be reduced accordingly (by the number (and, as the case may be, the Entitlements) of such Warrants to which such Individual Warrant Certificates so issued relate).

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2.4.2If at any time any Warrants are represented by a Global Warrant Certificate and:

(a)Euroclear Bank S.A./N.V. or Clearstream, Luxembourg is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business; or

(b)a Direct Rights Event occurs with respect to any Beneficial Holder, and the Beneficial Holders whose Entries (immediately prior to the giving by any Beneficial Holder of any Direct Rights Notice in respect of such Direct Rights Event) in aggregate relate to 50% or more of the Warrants represented by such Global Warrant Certificate (immediately prior to the giving by any Beneficial Holder of any Direct Rights Notice in respect of such Direct Rights Event) give Direct Rights Notices, whether separately or together, to the Administration Agent in accordance with Clause 2.4.1,

such Global Note Certificate shall be exchanged in whole (but not in part) into Individual Warrant Certificates issued in favour of each of the Beneficial Holders, each representing in aggregate such number of Warrants (and with such aggregate Entitlements) equal to the aggregate number of Warrants (and, as applicable, the aggregate Entitlements) to which such Beneficial Holder’s Entry relates as at the Determination Date in respect of such Beneficial Holder.

2.4.3If:

(a)a Direct Rights Event occurs with respect to any Beneficial Holder and such Beneficial Holder gives a Direct Rights Notice in accordance with Clause 2.4.1, such Beneficial Holder; or

(b)any of the events or circumstances set out in Clause 2.4.2(a) or (b) occurs, each Beneficial Holder,

shall have against each of the Issuer, Company, Parentco, Holdco, the Founder and each Additional Warrant Guarantor, all rights (“Direct Rights”) which such Beneficial Holder would have had in respect of the Warrants if, immediately before the Determination Date in respect of such Beneficial Holder, it had been the Warrant Holder of Warrants in such number (and with such Entitlements) equal to the aggregate number of Warrants (and, as applicable the aggregate Entitlements) to which such Beneficial Holder’s Entry relates and a duly completed, executed and authenticated Individual Warrant Certificate had been issued to such Beneficial Holder in respect of such Warrants, including (without limitation) the Purchase Rights and Put Rights represented by such Warrants (and as if

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such Individual Warrant Certificate had (where required by this Instrument, the Warrant Agency Agreement or the terms of such Individual Warrant Certificate) been duly presented and (where required by this Instrument, the Warrant Agency Agreement or the terms of such Individual Warrant Certificate) surrendered on the due date in accordance with this Instrument, the Warrant Agency Agreement and the terms of such Individual Warrant Certificate).

2.4.4No further action shall be required on the part of the Issuer or any other Person (including without limitation any Beneficial Holder) for any Beneficial Holder to enjoy the Direct Rights provided, however, that nothing herein shall entitle any Beneficial Holder to receive any Warrant Shares that have already been transferred or any payment which has already been made in accordance with the terms of the Global Warrant Certificate.

2.4.5Notwithstanding any other provision of this Instrument, as long as any Warrants are represented by a Global Warrant Certificate and such Global Warrant Certificate is deposited with a nominee for a Common Depositary for the Clearing Systems, the requirement for presentation or surrender of such Global Warrant Certificate in respect of any exercise of rights relating to any Warrants represented by such Global Warrant Certificate (including without limitation in connection with any exercise of Purchase Rights or Put Rights relating to any such Warrants) shall not apply.

2.4.6The records of the Clearing Systems and their participants shall be conclusive as to the identity of the Beneficial Holders and the respective number and Entitlement of Warrants credited to their respective securities accounts with the Clearing Systems (or to which their Entries relate) and a statement issued by the applicable Clearing System or any such participant setting out:

(a)the name of the Beneficial Holder in respect of which it is issued; and

(b)the Entitlement to which any Entry of such Beneficial Holder relates on any date,

shall be conclusive evidence for all purposes of this Instrument.

2.4.7If the applicable Clearing System determines the Determination Date in respect of a Beneficial Holder, such determination shall (in the absence of manifest error) be binding on the Issuer, the Company, Parentco, Holdco, the Founder, each Additional Warrant Guarantor, the Warrant Holders and the Beneficial Holders (with Entries at such Clearing System).

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3.REGISTER, WARRANT CERTIFICATES AND DESIGNATION

3.1Register

The Issuer shall appoint the Administration Agent to maintain the Register in accordance with the Warrant Agency Agreement.

3.2Warrant Certificates

The Issuer shall, immediately upon the name of a Warrant Holder being entered in the Register, issue, or procure the Administration Agent to issue, to the Warrant Holder a Warrant Certificate (or Warrant Certificates in such denominations as the Warrant Holder may reasonably require provided that each such Warrant Certificate shall relate to an integral number of Warrants) setting out the number of Warrants registered in its name and the Entitlement relating thereto and, upon the request of the Warrant Holder from time to time, the Issuer shall, or procure the Administration Agent to, re-issue Warrant Certificates in such other denominations as the Warrant Holder may reasonably require (provided that each such Warrant Certificate shall relate to an integral number of Warrants).

4.PURCHASE RIGHTS AND MECHANICS OF EXERCISE

4.1Rights to purchase Warrant Shares and Purchase Price

4.1.1Subject to the terms and conditions of this Instrument, the Purchase Rights may be exercised by the Warrant Holders:

(a)(before a Qualifying IPO) immediately before the occurrence of a Qualifying IPO or an Exit Event, provided that (a) (in the case of a Qualifying IPO) such Qualifying IPO occurs at any time from the date of this Instrument up to and including 5.00pm on the Cut-off Date or (b) (in the case of an Exit Event) such Exit Event occurs at any time from the date of this Instrument up to and including the earlier of the occurrence of a Qualifying IPO or 5.00pm on the Cut-off Date; or

(b)(after a  Qualifying IPO) at any time, and from time to time, up to and including 5.00pm on the Cut-off Date.

For the avoidance of doubt, each Warrant Holder shall have an independent right to exercise its Purchase Rights (and/or any other rights, including without limitation any Put Rights) in respect of any or all of the Warrants held by such Warrant Holder in whole or in part (provided that the Purchase Rights in respect of any one Warrant may only be exercised in full but not in part), and any exercise or non-exercise of any Purchase Rights (and/or any other rights, including without limitation any Put Rights) by any Warrant Holder shall not affect the ability of any other Warrant Holder to exercise or refrain from exercising any of its Purchase Rights (and/or any

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other rights, including without limitation any Put Rights) in respect of any or all of the Warrants held by such other Warrant Holder.

4.1.2A Warrant Holder may exercise its Purchase Rights, in whole or in part, in accordance with the terms of this Instrument (provided that the Purchase Rights in respect of any one Warrant may only be exercised in full but not in part). Subject to the provisions of Clauses 4.4 (Cash Settlement) and 5.2 (Revocation) and/or any other similar provisions contained in this Instrument, upon exercise, a Warrant Holder is obliged to purchase at the Purchase Price, and the Issuer is obliged to transfer to such Warrant Holder, such number of Warrant Shares representing the Entitlement of such Warrant Holder in respect of which such Warrant Holder is exercising its Purchase Rights (the “Exercised Entitlement” of such Warrant Holder).

4.2Determination of Net Income

4.2.1Within 15 days of the end of each Period (or, if later, upon the management accounts of the Borrower for such Period becoming available), the Issuer shall appoint, at the cost of the Issuer, an Approved Audit Firm to determine the Net Income for such Period. The Approved Audit Firm shall (and the Issuer shall ensure that the Approved Audit Firm shall) issue and deliver to the Issuer, the Company, the Administration Agent, the Calculation Agent and the Warrant Holders by no later than the end of the second calendar month after the last day of each Period a review opinion setting out the Net Income with respect to such Period as determined by it.  In determining the Net Income for any Period, the Approved Audit Firm shall act as an expert and not an arbitrator.

4.2.2The Net Income for a Period shall be equal to the consolidated after-Tax net income of the Borrower for such Period excluding the following expenses (if otherwise taken into account in the determination of such consolidated after-Tax net income): (i) share-based compensation expenses, (ii) expenses directly related to the put option (in respect of the Loans) given to the Lenders pursuant to the terms of the Finance Documents (excluding interest and transaction expenses), (iii) expenses directly related to the fair market value accounting treatment of the Transaction Warrants other than transaction expenses and (iv) expenses directly related to the Qualifying IPO, provided that such expenses directly related to the Qualifying IPO shall only be excluded in respect of the relevant Period in which the Qualifying IPO occurred, and further provided that if the Qualifying IPO occurs during the First Period, such expenses directly related to the Qualifying IPO shall only be excluded in respect of the First Period (and shall not be excluded when determining the Net Income for the Second Period), in each case determined in accordance with the Accounting Principles and determined by an Approved Audit Firm.

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4.2.3The Net Income for the relevant Period as so determined by the Approved Audit Firm shall (in the absence of manifest error) be final and binding on the Issuer, the Company and the Warrant Holders.

4.2.4Net Income for any Period shall be determined by reference to the management accounts of the Borrower for such Period.  The Issuer shall ensure that such management accounts (in each case prepared in accordance with the Accounting Principles) are prepared and delivered to the Approved Audit Firm promptly and in any case by no later than 15 days after the expiry of such Period.

4.2.5If any determination of the Purchase Price is required to be made at any time prior to the time when (A) the management accounts for the First Period referred to in Clause 4.2.4 become available (including without limitation by virtue of the First Period not having expired) or (B) Net Income for the First Period has been determined by an Approved Audit Firm in accordance with Clauses 4.2.1, 4.2.2 and 4.2.4, then for the purposes of such determination of the Purchase Price only (and without prejudice to any adjustments that the Issuer and the Warrant Holders may agree in writing):

(a)Net Income for the First Period shall be deemed to be Net Income for the First Period calculated on the basis of:

(i)(to the extent available) the management accounts of the Borrower for the First Period prepared in accordance with the Accounting Principles; and

(ii)(for any part of the First Period in respect of which management accounts of the Borrower (prepared in accordance with the Accounting Principles) are not available (including without limitation by virtue of such part of the First Period not having expired)) extrapolation of the management accounts of the Borrower (prepared in accordance with the Accounting Principles) for such part of the First Period in respect of which management accounts are available; and

(b)subject to any adjustments that the Issuer and the Warrant Holders may agree in writing, the Net Income for the First Period so calculated shall be used in the determination of such Purchase Price.

4.3Procedure for exercise

4.3.1As a condition precedent to each exercise of its Purchase Rights, an Exercising Warrant Holder shall submit to the Administration Agent a completed and signed Exercise Notice at least seven Business Days prior to the QIPO Date or Exit Date or (if after a Qualifying IPO) the intended date

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of exercise (such QIPO Date, Exit Date or the intended date of exercise, as the case may be, being an “Exercise Date”) which notice shall also set out the Exercised Entitlement of such Exercising Warrant Holder in respect of which it wishes to exercise such Purchase Rights (which may be the whole or part only of its Entitlement, provided that the Purchase Rights in respect of any one Warrant may only be exercised in full but not in part).  Such Exercise Notice addressed to the Administration Agent shall constitute constructive notice to the Issuer regarding the same matter.  Unless otherwise provided in this Instrument, once given an Exercise Notice is irrevocable.  A Warrant Holder may nominate (in writing to the Administration Agent) such other Person as it may direct to take up its Warrant Shares.  The Issuer shall, or shall procure that the Administration Agent, shall promptly (and, subject to Clause 4.10.1(a) in any event by no later than 2 Business Days prior to such Exercise Date) notify such Exercising Warrant Holder the Purchase Price payable by such Exercising Warrant Holder in respect of such exercise of Purchase Rights.

4.3.2On such Exercise Date and subject to the Issuer’s performance of its obligations under this Clause 4.3 (Procedure for exercise), such Exercising Warrant Holder shall (i) (except if such Exercise Date is an Exit Date in which case Clauses 4.4.4 and 4.4.5shall apply) lodge its Warrant Certificates in respect of its Warrants to be exercised with the Administration Agent (who shall, subject to receipt from the Issuer of confirmation of a successful transfer to the Exercising Warrant Holder of the Warrant Shares in accordance with the Applicable Laws, on the Exercise Date lodge those Warrant Certificate(s) with the Issuer) and (ii) (in the event where such exercise of Purchase Rights is made in respect of a Qualifying IPO or after a Qualifying IPO) pay to the Issuer the aggregate Purchase Price for such Warrant Shares being purchased by cheque or otherwise.

4.3.3(In the event of an exercise of Purchase Rights by such Exercising Warrant Holder in respect of a Qualifying IPO or after a Qualifying IPO) the Issuer shall, on such Exercise Date and subject to such Exercising Warrant Holder’s performance of its obligations under this Clause 4.3 (Procedure for exercise), transfer (as legal and beneficial owner and free from any Encumbrance) to such Warrant Holder (or such other Person(s) nominated by such Exercising Warrant Holder) the number of Warrant Shares attributable to the Exercised Entitlement of such Exercising Warrant Holder and deliver to such Exercising Warrant Holder (or such other Person(s) nominated by such Exercising Warrant Holder), in respect of the Warrant Shares to be so purchased, the following documents:

(a)share certificates (physical or uncertificated versions thereof held in the relevant Stock Exchange’s clearing system) representing such

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Warrant Shares which shall be in such denominations of such Warrant Shares as may be reasonably requested by such Exercising Warrant Holder and shall be in the names of such Exercising Warrant Holder or as it directs; and

(b)a certified copy of the register of members of the Company evidencing that such Exercising Warrant Holder, or such other Person nominated by such Exercising Warrant Holder, has been registered as the holder of the relevant Warrant Shares.

4.3.4The Issuer shall, and shall procure the Company to, take all necessary actions for the purposes of the transfer of the relevant Warrant Shares to such Exercising Warrant Holder and recording such Exercising Warrant Holder (or such Person(s) nominated by such Exercising Warrant Holder) as the legal title owner of such Warrant Shares.  The Issuer shall ensure that the transfer of such Warrant Shares purchased shall be effected as of the Exercise Date. For the avoidance of doubt, in the event of an exercise of Purchase Rights in connection with a Qualifying IPO, the Shares shall be transferred in time to participate in the Qualifying IPO.

4.4Cash Settlement

4.4.1(In the event of an exercise of Purchase Rights by an Exercising Warrant Holder in respect of an Exit Event) upon the exercise of Purchase Rights with respect to the Exercised Entitlement of that Exercising Warrant Holder, the Issuer shall pay cash to that Exercising Warrant Holder in respect of such Exercised Entitlement in lieu of transferring Warrant Shares (“Cash Settlement”) in accordance with this Clause 4.4 (Cash Settlement).

4.4.2In connection with an Exit Event, each Exercising Warrant Holder shall specify in its Exercise Notice information of its bank account (“Cash Settlement Account”) to which the Cash Settlement Amount is to be paid.

4.4.3The aggregate amount of cash payable to such Exercising Warrant Holder by the Issuer pursuant to Clause 4.4.1 (“Cash Settlement Amount”) in respect of any exercise of any of the Purchase Rights relating to the Exercised Entitlement (or any part thereof) of such Exercising Warrant Holder shall be determined in accordance with the following formula:

Cash Settlement Amount = (A – B) ´ C

Where:

A	=	the Exit Price (in respect of such exercise);
B	=	the Purchase Price; and

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C        =      the total number of Warrant Shares subject to Cash Settlement (for the avoidance of doubt, as such number of Warrant Shares has been adjusted in accordance with the provisions of this Instrument and/or pursuant to any written agreement between the Issuer and the Warrant Holders).

4.4.4If Cash Settlement applies in respect of any exercise by such Exercising Warrant Holder of any of its Purchase Rights in accordance with Clause 4.4.1, the Issuer shall pay the Cash Settlement Amount (in respect of such Cash Settlement to which such exercise of Purchase Rights relates) to the Cash Settlement Account of such Exercising Warrant Holder by wire transfer of immediately available funds, (i) on the Exit Date or (ii) within three Business Days from the date on which the Exit Price (relating to such exercise) is finally determined in accordance with the provisions of Clause 4.5 (Exit Price) or (iii) if such Exercising Warrant Holder has not provided the details of its Cash Settlement Account to the Issuer, within three Business Days from the date on which such Exercising Warrant Holder gives notice of the details of its Cash Settlement Account to the Issuer, whichever is later.

For the avoidance of doubt, a Warrant Holder shall not be obligated to make any payment to the Issuer in the event of a Cash Settlement (irrespective of whether the Cash Settlement Amount in respect of such Cash Settlement is a negative number).

4.4.5Within three Business Days after such scheduled Cash Settlement Amount payment date referred to in Clause 4.4.4 in respect of any Cash Settlement, such Exercising Warrant Holder shall lodge with the Administration Agent its Warrant Certificates, provided that such requirement shall not apply if such Warrant Certificates have already been lodged with the Administration Agent pursuant to Clause 4.3.2 by such Exercising Warrant Holder.    For the avoidance of doubt, if Cash Settlement applies in respect of any exercise of any Warrants, the Purchase Rights attaching to such Warrants shall be deemed to have been exercised upon receipt of the Cash Settlement Amount (relating to such Cash Settlement) from the Issuer in the applicable Cash Settlement Account.

4.5Exit Price

4.5.1In the event that the Cash Settlement Amount or the Purchase Price (in respect of any exercise of any Purchase Rights relating to any Warrants in respect of any Exit Event) is required to be determined by reference to the Exit Price, the Exit Price (on a per Share basis) relating to such exercise shall be determined as follows:

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(a)in the event that Shares in the Company are purchased in connection with the applicable Exit Event, in accordance with the following formula:

Exit Price =

Where:

P        =        total purchase price paid for the Shares purchased in connection with the applicable Exit Event

Q        =        number of Shares purchased in connection with applicable the Exit Event;

(b)in the event that Shares in the Company are not purchased in connection with the Exit Event and accordingly Clause 4.5.1(a) above does not apply, the Issuer shall, within 10 days from the Exit Date, appoint at the cost of the Issuer an Approved Audit Firm to determine the Exit Price which shall (if possible) be derived from the price transacted in the Exit Event and shall be equal to the then fair market value of each Share. The Approved Audit Firm shall issue and deliver to the Issuer, the Administration Agent and the Warrant Holders, within thirty (30) days from its appointment, a certificate setting out the Exit Price in respect of such exercise as determined by it. In determining the Exit Price, the Approved Audit Firm shall act as an expert and not an arbitrator.

4.6Replacement Options upon Exit Event

If there is an Exit Event, and in the event that any Warrant Holder does not exercise all or any part of its Purchase Rights in accordance with Clause 4.4(Cash Settlement), such Warrant Holder shall have the right, but not the obligation, to receive, in respect of any unexercised Purchase Rights, replacement warrants or options or other rights (whether issued by the Company, the Issuer or any other person) acceptable to the Warrant Holders represented by a Written Consent which in any event shall be on terms no less favourable to the Warrant Holders than those under this Instrument (and the Warrant Holders shall be entitled, upon request, to obtain an opinion at the Issuer’s expense from the Approved Audit Firm confirming the terms of such replacement options or other rights), and the other rights of such Warrant Holder under this Instrument shall be adjusted and construed accordingly (and, if applicable, in accordance with the terms of such Written Consent).

4.7Term

Subject to Clause 4.9 (No lapse), if a Warrant Holder has not exercised its Purchase Rights in full upon the Cut-off Date in accordance with Clause 4.3 (Procedure for exercise), that Warrant Holder’s outstanding Warrants which have not been so exercised shall lapse and shall not be capable of being exercised after the Cut-off Date.

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4.8Payment of Taxes

The Issuer shall pay all stamp, issue, registration or other similar taxes and duties (if any) arising on the transfer of the Warrants or the Warrant Shares and all bank fees, charges or other expenses that may be due in connection with the payment of the Cash Settlement.

4.9No lapse

If the Issuer, the Company, any other Warrant Guarantor or the Founder fails to comply in full with its obligations pursuant to this Instrument, any rights attaching to the Warrants which are not exercised prior to the Cut-off Date shall not lapse upon the Cut-off Date and shall remain capable of being exercised in accordance with the terms of this Instrument until the Issuer has complied in full with its obligations under this Instrument.

4.10Supplemental exercise mechanics for Qualifying IPO in the USA

4.10.1If a Qualifying IPO is proposed by the Company in respect of any Stock Exchange in the United States, the Issuer and the Company (as applicable) shall:

(a)promptly notify each Warrant Holder (with a copy to the Administration Agent) of the minimum price at which shares will be offered for sale pursuant to the Qualifying IPO (as indicated in the price range to be set out in the final draft offering document to be issued by the Company (the “Price Range”)) no later than the date on which the Price Range is finally determined;

(b)at the request of any Warrant Holder, complete the transfer of Warrant Shares pursuant to an exercise of the Warrant Holder’s Purchase Rights on a date between the date on which the Qualified IPO pricing is finally agreed and the QIPO Date as specified by the Warrant Holder in the Exercise Notice (instead of completion occurring on the QIPO Date under Clause 4.3);

(c)comply with any exercise of the piggy-back registration rights under Schedule 8 (Registration Rights) of such Warrant Holder as the holder of Transaction Registrable Securities (namely, the Warrant Shares acquired pursuant to such exercise of the Purchase Rights); and

(d)keep each such Exercising Warrant Holder informed of all developments relating to the Qualifying IPO that are material to such

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Persons and the exercise, maintenance and protection of their rights and interests hereunder until consummation of the Qualifying IPO.

4.10.2If a Warrant Holder exercises any Purchase Rights, or acquires any Top-up Warrant Shares, after a Qualifying IPO on a Stock Exchange in the United States, the Company shall comply with the demand registration rights under Schedule 8 (Registration Rights) of such Warrant Holder as the holder of Transaction Registrable Securities (namely, the Warrant Shares acquired pursuant to such exercise or acquired as Top-up Warrant Shares).

5.QUALIFYING IPO AND EXIT EVENT

5.1Notices of Qualifying IPO and Exit Event

5.1.1The Issuer shall promptly notify (with a copy to the Administration Agent) each Warrant Holder in writing (such notification being a “QIPO Notice”) upon the submission of a listing application to any Stock Exchange for a Qualifying IPO and thereafter keep the Warrant Holders informed of any acceleration, delay and withdrawal related to the proposed Qualifying IPO.  The QIPO Notice shall state the terms of such listing.

5.1.2The Issuer shall promptly notify (with a copy to the Administration Agent) each Warrant Holder in writing (such notification being an “Exit Notice”) at least 21 days prior to the entering of the Issuer, the Company or any Covered Entity into definitive transaction documents for any Exit Event or (if earlier) the occurrence of any Exit Event.

5.2Revocation

5.2.1If, after service of any QIPO Notice or Exit Notice, it becomes reasonably apparent that the proposed Qualifying IPO or Exit Event will not or is unlikely to occur (which circumstances may include, without limitation, the underwriting or pricing agreement for the Qualifying IPO not having been signed by the time indicated in the offering circular for the Qualifying IPO), the Issuer shall promptly thereafter give written notice (with a copy to the Administration Agent) to each Warrant Holder stating that this is the case and setting out the reasons therefor (the “Revocation Notice”).

5.2.2If in the case of any proposed Qualifying IPO or Exit Event, the proposed Qualifying IPO or Exit Event does not occur for any reason, then irrespective of whether any Revocation Notice has been given:

(a)any Exercise Notice given in connection with such proposed Qualifying IPO or Exit Event shall be automatically revoked and any exercise of any Purchase Rights in connection with such proposed Qualifying IPO or Exit Event shall be deemed not to have been made;

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(b)all Purchase Rights in respect of any Warrants (construed as if no Exercise Notice or exercise of any Purchase Rights had been given or made in respect of such proposed Qualifying IPO or Exit Event) shall remain exercisable in full in accordance with the provisions of this Instrument; and

(c)the Issuer shall return (or procure the Administration Agent to return) to each Warrant Holder any Warrant Certificate lodged pursuant to Clause 4.3 (Procedure for exercise), and any transfer of Warrant Shares completed pursuant to such Exercise Notice shall be reversed such that such Warrant Shares shall be transferred back to the Issuer (at the Issuer’s cost), and the Issuer shall return any amount paid for the Purchase Price, at the same time as the Issuer gives such Revocation Notice (or, if earlier, three Business Days after it becomes apparent that such Qualifying IPO or Exit Event is not occurring within the timing set forth in any QIPO Notice or Exit Notice relating thereto),

provided that nothing in this Clause 5.2 (Revocation) shall prejudice any further exercise of any Purchase Rights or any further exercise of any Put Rights.

5.3Stock Exchanges

The provisions of this Instrument relating to the procedures of a Qualifying IPO shall be adjusted to the extent necessary to reflect the administrative procedures of the Stock Exchange where the Qualifying IPO takes place, provided that such adjustments shall not in any way adversely affect the rights of the Warrant Holders and further provided that the Issuer and the Company shall give (or procure the Administration Agent to give) prior notice to each Warrant Holder of any such adjustment to this Instrument.

5.4Stock Exchange’s objections

In the event that the Stock Exchange raises objections to the Company’s application for a Qualifying IPO on the basis that the Warrants are outstanding and/or that they can be exercised in accordance with the terms of this Instrument, the Issuer, the Company and the Warrant Holders shall enter into discussions in good faith with a view to finding a solution which will result in the Stock Exchange removing its objections and execute such documentation and take such steps as may be reasonably necessary for the implementation of any such solution, provided that the rights of the Warrant Holders shall not thereby in any way be adversely affected.

5.5Registration rights

The Company hereby grants to each Warrant Holder registration rights in respect of the Warrant Shares on the terms set out in Schedule 8 (Registration Rights).

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5.6Qualifying IPO undertaking

Each of the Issuer, the Company and the Founder shall use their reasonable endeavours to consummate a Qualifying IPO of the Company before 31 December 2010.

6.PUT AND OTHER RIGHTS

6.1Put Events

Each of the following events (each a “Put Event”) shall give rise to the rights of the Warrant Holders set out in Clause 6.3(Purchase of Warrants):

6.1.1a Qualifying IPO has not occurred as at the Put Option Date (a “No IPO Put Event”); or

6.1.2(prior to the occurrence of any Qualifying IPO or the Put Option Date, whichever is earlier) any Loan (or any part thereof) is declared to be due and payable in accordance with clause 22.23 (Acceleration) of the Facility Agreement (an “Acceleration Put Event”).

6.2Notices of Put Event

6.2.1In connection with a No IPO Put Event, the Issuer shall deliver a written notice (with a copy to the Administration Agent) to each Warrant Holder (the “No IPO Notice”) at least one Month prior to the Put Option Date if no Qualifying IPO has occurred at the date of such delivery and the Issuer reasonably believes that no Qualifying IPO will occur by the Put Option Date.

6.2.2In connection with each Acceleration Put Event, the Issuer shall immediately give written notice (with a copy to the Administration Agent) to each Warrant Holder of the occurrence of such Acceleration Put Event in accordance with clause 22.23 (Acceleration) of the Facility Agreement (“Acceleration Notice”).

6.3Purchase of Warrants

6.3.1

(a)In the event of the occurrence of a No IPO Put Event, each Warrant Holder shall be entitled to require the Issuer in accordance with Clause 6.3.2 (and the Issuer shall thereupon become obliged) to purchase all or part of its outstanding Warrants for an amount equal to the Put Payment (with respect to such Warrants) in accordance with this Clause 6.3 (Purchase of Warrants).

(b)In the event of the occurrence of an Acceleration Put Event, each Warrant Holder shall be entitled to require the Issuer in accordance

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with Clause 6.3.2 (and the Issuer shall thereupon become obliged) to purchase all or part of its outstanding Warrants for an amount equal to the Put Payment (with respect to such Warrants) in accordance with this Clause 6.3 (Purchase of Warrants).

(c)For the avoidance of doubt, the Put Rights may be exercised by a Warrant Holder in respect of its Entitlement in whole or in part (provided that the Put Rights in respect of any one Warrant may only be exercised in full but not in part). For the further avoidance of doubt, nothing shall prejudice the ability of any Warrant Holder to serve any Put Exercise Notice in respect of any No IPO Put Event or Acceleration Put Event notwithstanding any failure of the Issuer to give any No IPO Notice or any Acceleration Notice.

6.3.2A Warrant Holder who wishes to exercise its Put Rights in respect of a Put Event shall serve a Put Exercise Notice to the Administration Agent specifying:

(a)its Entitlement (which may be all or part of its Entitlement); and

(b)the details of its Put Payment Account,

provided that (in the case of a No IPO Put Event) such Put Exercise Notice must be given no later than 10 Business Days after the Put Option Date or (in the case of an Acceleration Put Event) such notice must be given no later than 10 Business Days after the date of the applicable Acceleration Notice.   The Administration Agent shall promptly notify the Issuer of the Administration Agent’s receipt of any Put Exercise Notice.

6.3.3Upon exercise by a Warrant Holder of the Put Rights relating to all or part of the Warrants held by it pursuant to this Clause 6.3 (Purchase of Warrants), the Issuer shall pay the Put Payment in respect of such exercise to such Warrant Holder in cash by wire transfer of immediately available funds in US$ to the Put Payment Account relating to such Warrant Holder by (in the case of any exercise of Put Rights in respect of a No IPO Put Event) no later than 15 Business Days after the Put Option Date or (in the case of any exercise of Put Rights in respect of an Acceleration Put Event) no later than 5 Business Days after the date of the applicable Put Exercise Notice of such Warrant Holder.

6.3.4The amount of such Put Payment shall be determined in accordance with the provisions of Schedule 7 (Put Payment). Upon receipt of such Put Payment, such Warrant Holder shall deliver to the Issuer the Warrant Certificate for the Warrants in respect of which such Put Rights are exercised.

6.3.5Subject to Clause 5.2 (Revocation), the Put Rights and the Purchase Rights in respect of the Warrants which have been purchased by the Issuer from a

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Warrant Holder pursuant to this Clause 6.3 (Purchase of Warrants) shall immediately terminate, become no longer exercisable and lapse upon consummation of the purchase by the Issuer of such Warrants pursuant to this Clause 6.3 (Purchase of Warrants) evidenced by the receipt of the Put Payment (relating to such purchase) in the Put Payment Account of such Warrant Holder and surrender by such Warrant Holder of the relevant Warrant Certificate (relating to such purchased Warrants) to the Administration Agent.  For the avoidance of doubt, the Purchase Rights and Put Rights pertaining to Warrants (or the Entitlement relating thereto) that have not been purchased pursuant to this Clause 6.3 (Purchase of Warrants) shall continue in full force and effect in accordance with the terms of this Instrument.

6.3.6For the avoidance of doubt, each Warrant Holder shall have an independent right to exercise its rights (in whole or in part) under this Clause 6 (Put and Other Rights) (provided that the Put Rights in respect of any one Warrant may only be exercised in full but not in part). The exercise or non-exercise of any right by any Warrant Holder shall not affect the right of any other Warrant Holder to exercise or refrain from exercising its rights under this Clause 6 (Put and Other Rights). Any non-exercise by a Warrant Holder shall not prejudice any further exercise of any Put Rights by such Warrant Holder in accordance with the terms of this Instrument and any service by any Warrant Holder of a Put Exercise Notice shall not prejudice any further exercise of any Put Rights by such Warrant Holder.

6.3.7If the Issuer fails to comply in full with its obligations pursuant to this Instrument, the Put Rights shall not lapse upon the Cut-off Date and shall remain capable of being exercised in accordance with the terms of this Instrument until the Issuer has complied in full with its obligations under this Instrument.

6.3.8If the Warrant Holder  exercises part only of its Put Rights in respect of any Warrants, the Issuer shall issue to it (free of charge and against delivery of the existing Warrant Certificate in respect of such Warrants) a new Warrant Certificate in respect of the balance of its Entitlement (or procure the Administration Agent to endorse the reduction of such Entitlement by virtue of such exercise of Put Rights on the First Schedule to the applicable Warrant Certificate of such Warrant Holder, and return such Warrant Certificate so endorsed to such Warrant Holder representing the balance of such Warrant Holder’s Entitlement).

6.4Right of first offer on new issue

6.4.1Subject to Clause 7.3.1, the Issuer will not, and the Issuer shall procure that none of the Company Entities will, allot, issue or grant any right to subscribe for share capital, or to convert securities into new share capital, of

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any Company Entity (except for any issuance of shares by a Company Entity (other than the Company) solely in favour of another Company Entity) unless each Warrant Holder is offered, on the same terms (as nearly as practicable and except that where such terms require shares or securities to be allotted as fully paid up otherwise than in cash, (other than, for the avoidance of doubt, any allotment of shares by way of bonus issue) each Warrant Holder shall be entitled to subscribe in cash for the equivalent value (being the value certified by the Approved Audit Firm for each share or security to which it is so entitled)), a pro-rata participation in such allotment, issue or grant (calculated on the assumption that each of the Transaction Warrant Holders had exercised its respective outstanding Transaction Entitlements in full on the day immediately preceding the date of such allotment, issue or grant) in the same proportion of the total allotment, issue or grant as such Warrant Holder’s shareholding in the Company (calculated on the assumption that each Transaction Warrant Holder had exercised its outstanding Transaction Entitlements in full on the day immediately preceding the date of such allotment, issue or grant) bears to the entire issued share capital of the Company (calculated as if all Transaction Warrants had been exercised in full) immediately prior to such allotment, issue or grant;

6.4.2if requested by the Warrant Holders (acting by Written Consent), the Issuer shall ensure that an opinion be provided to the Warrant Holders (the “Opinion”) by an Approved Audit Firm, stating that the proposed issue or grant is being made at or above Market Value. In the event that the Approved Audit Firm is unable to provide such an opinion, and if requested by the Warrant Holders, an appropriate adjustment shall be made to the Warrant Holders’ rights so that, after such adjustment, the total number of Warrant Shares in respect of which the Purchase Rights will then be, or be capable of being, exercised will carry:

(a)as nearly as possible (and in any event not less than) the same proportion (expressed as a percentage of the total number of votes exercisable on a poll in respect of all the Equity Shares) of the votes; and

(b)the same entitlement to participate (expressed as a percentage of the total entitled conferred by all the Equity Shares) in the profits and assets of the Company; and

(c)the same entitlement to receive value (expressed as a percentage of the total entitlement conferred by all the Equity Shares) on the occurrence of a Qualifying IPO or an Exit Event or other Exercise Date,

as the total number of Warrant Shares which could have been purchased pursuant to the Purchase Rights conferred by the Warrants then outstanding

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would have had, had the proposed allotment, issue or grant occurred at Market Value; and

6.4.3if the Company or another Company Entity proposes to make an allotment, issue or grant of the type referred to in this Clause 6.4, the Issuer shall, or it shall procure that the relevant other Company Entity shall, provide such information as the Warrant Holders may reasonably require in connection with such proposal at least twenty (20) Business Days before the date of the proposed allotment, issue or grant,

provided that, nothing in this Clause 6.4shall oblige a Warrant Holder to participate in any offer or invitation of the type referred to in it.

6.5Right of first offer on transfer

6.5.1Prior to a Qualifying IPO, in the event that Issuer proposes to transfer (which includes any sale, assignment, disposition, or entering into of any voting trust or other contract, option or other arrangement or understanding with respect thereto, whether direct or indirect, and whether voluntary or involuntary) (“Transfer” (and expressions such as “Transferee” and “Transferred” shall be construed accordingly)) any Shares to any Person (excluding (a) any Transfer of Shares to Warrant Holders in accordance with Clause 4 (Purchase Rights and Mechanics of Exercise) or to Transaction Warrant Holders pursuant to and in accordance with the terms of the Transaction Warrant Instruments or to Other Warrant Holders pursuant to and in accordance with the terms of the Other Warrant Instruments and (b) the issuance of any Warrants pursuant to Clause 2.1.1(c) and/or the issuance of any Transaction Warrants pursuant to any other Transaction Warrant Instruments and/or the issuance of any Other Warrants pursuant to any Other Warrant Instruments), the Issuer shall (without prejudice to its obligations under Clauses 7.1.2 and 7.3.2) first offer such Shares to each Warrant Holder (the “ROFO Holders”) in the amounts specified in Clause 6.5.2.  The Issuer shall send (with a copy to the Administration Agent) a written notice (“Transfer Notice”) to the Company and each ROFO Holder stating (i) the number of Shares proposed to be so Transferred (“Offered Shares”); (ii) the proposed purchase price per Share (“Offered Price”) in US$ in respect of such Transfer; (iii) the terms and conditions of such Transfer, which must not include any material conditions to completion other than requisite regulatory approvals and filings; (iv) the expected date of consummation of the proposed Transfer; (v) the total number of Ordinary Shares that the Issuer owns, (vi) the maximum ROFO Shares that such ROFO Holder is entitled to purchase or otherwise acquire, including particulars of such calculation; (vii) an undertaking that the proposed Transferee will be informed of the co-sale rights provided for in Clause 6.6 (Co-sale right); and (viii) a representation that no consideration,

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tangible or intangible, is being provided to the Issuer that is not reflected in the price to be paid to the ROFO Holders exercising their co-sale rights provided in Clause 6.6 (Co-sale right).

6.5.2Such Transfer Notice shall constitute a first offer (“ROFO Offer”) by the Issuer to each ROFO Holder for such ROFO Holder to acquire from the Issuer a proportion of the Offered Shares.  Each ROFO Holder may elect to purchase or otherwise acquire, in accordance with Clause 6.5.3, up to such number of Offered Shares equal to the total number of Offered Shares multiplied by a fraction, the numerator of which is such ROFO Holder’s then outstanding Entitlement and the denominator of which is the aggregate of the then outstanding Transaction Entitlements of all Transaction Warrant Holders (the number of Offered Shares that is the product of such equation, the “ROFO Shares” in respect of such ROFO Holder) at a purchase price equal to the Offered Price and upon the terms and conditions specified in the Transfer Notice.  A ROFO Holder may nominate such other person as it may direct to take up its ROFO Shares.

6.5.3Each ROFO Holder may accept the ROFO Offer (in whole or in part) in respect of any Transfer by giving a written notice (“ROFO Response”) to the Issuer (with a copy to the Administration Agent) within 30 days from the date of the Transfer Notice (“ROFO Period”).  The Issuer shall be obliged to sell such ROFO Shares to such ROFO Holder (or its nominee) to the extent that such ROFO Holder has so accepted such ROFO Offer.

6.5.4The failure of a ROFO Holder to deliver a ROFO Response within the ROFO Period in respect of a Transfer is deemed to be a waiver of such ROFO Holder’s rights to purchase the ROFO Shares under this Clause 6.5 (Right of first offer on transfer) in respect of such Transfer.  For the avoidance of doubt, each ROFO Holder shall have an independent right to accept the ROFO Offer in respect of any Transfer in accordance with this Clause 6.5 (Right of first offer on transfer).  The acceptance or non-acceptance of any ROFO Offer by any ROFO Holder in respect of any Transfer shall not affect (i) the right of any other ROFO Holder to accept or refuse to accept such ROFO Offer and/or (ii) the right of any ROFO Holder (including without limitation such first-mentioned ROFO Holder) to accept or refuse to accept any ROFO Offer in respect of any other Transfer.

6.5.5Subject to Clause 6.6 (Co-Sale right), if not all Offered Shares referred to in the Transfer Notice are elected to be purchased or acquired pursuant to Clause 6.5.3 or Clause 6.5.4, the Issuer may, during the 90 days following the expiration of the ROFO Period, enter into an agreement with a third party (the “Offeree”) to sell such Offered Shares not elected to be purchased or acquired by the ROFO Holders pursuant to Clause 6.5.3 or Clause 6.5.4 to such Offeree at a price not less than, and upon the terms no

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more favourable to such Offeree than, that specified in the Transfer Notice (in each case without prejudice to its obligations under Clauses 7.1.2 and 7.3.2).  If the Issuer does not enter into an agreement for the sale of the Offered Shares within such period, or if such sale is not consummated within three months from the date of that agreement, the right provided under Clause 6.5 (Right of first offer on transfer) shall be deemed to be revived and such Offered Shares shall not be offered or otherwise made subject to any Transfer until and unless first reoffered to the ROFO Holders in accordance with this Clause 6.5 (Right of first offer on transfer).

6.6Co-sale right

6.6.1If a ROFO Holder fails to or elects not to accept the ROFO Offer pursuant to Clause 6.5 (Right of first offer on transfer) in respect of any Transfer, such ROFO Holder shall be entitled to participate in such Transfer by the Issuer and Transfer all or a part of its Warrants (such Warrants to be so Transferred being “Co-Sale Securities”), simultaneously with the Issuer to the Offeree on equivalent terms and conditions as the Issuer is Transferring its Shares under the Transfer to which such ROFO Offer relates, provided that the aggregate Entitlements of such Co-Sale Securities of such ROFO Holder to be so Transferred shall be an amount equal to the total number of Offered Shares that the Issuer wishes to so Transfer in accordance with Clause 6.5.1 (expressed as a percentage of the Fully Diluted Share Capital), multiplied by the amount (expressed as a decimal) equal to the total Entitlement that such ROFO Holder wishes to so Transfer in accordance with this Clause 6.6 divided by the aggregate of (x) the aggregate Transaction Entitlements that any and all Transaction Warrant Holders wish to so Transfer in accordance with this Clause 6.6 (and/or equivalent provisions in other Transaction Warrant Instruments) plus (y) such Offered Shares that the Issuer wishes to so Transfer in accordance with Clause 6.5.1 (expressed as a percentage of the Fully Diluted Share Capital) by providing a written notice (“Co-Sale Notice”) to the Issuer (with a copy to the Administration Agent) no later than 30 days from the date of receipt of the relevant Transfer Notice (such notice specifying that the total Entitlement that such ROFO Holder wishes to so Transfer in accordance with Clause 6.6).  The Issuer shall, or shall procure that the Calculation Agent shall, promptly (and in any event within 5 Business Days) after the expiry of 30 days from the date of such Transfer Notice, notify each Warrant Holder of the number of Co-Sale Securities of such Warrant Holder (including particulars of the calculation thereof).

6.6.2Where any one or more ROFO Holder(s) exercises its right under this Clause 6.6 (Co-Sale right), the Issuer shall procure that Offeree purchases all the Co-Sale Securities specified in each such Co-Sale Notice from each such ROFO Holder in accordance with Clause 6.6.1.  If the Offeree

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declines to purchase all of the Offered Shares and such Co-Sale Securities (in respect of any and all of the ROFO Holders that exercise their rights under this Clause 6.6 (Co-Sale right)), the number of Offered Shares to be Transferred by the Issuer shall be reduced accordingly by up to the aggregate number of Warrant Shares represented by the Entitlement relating to such Co-Sale Securities to be Transferred by any and all ROFO Holders, and in any case so that the Offeree shall purchase all of the Co-Sale Securities of any and all ROFO Holders that exercise their rights under this Clause 6.6 (Co-Sale right).

6.6.3The failure of a ROFO Holder to deliver a Co-Sale Notice within the period referred to in Clause 6.6.2 is deemed to be a waiver of the ROFO Holder’s rights to co-sell its Co-Sale Securities under this Clause 6.6 (Co-Sale right) in respect of such Transfer.  For the avoidance of doubt, each ROFO Holder shall have an independent right to exercise its rights (in whole or in part) under this Clause 6.6 (Co-Sale right) in respect of any Transfer.  The exercise or non-exercise of any such rights by any ROFO Holder in respect of any Transfer shall not affect (i) the right of any other ROFO Holder to exercise or refrain from exercising its rights under this Clause 6.6 (Co-Sale right) in respect of such Transfer and/or (ii) the right of any ROFO Holder (including without limitation such first-mentioned ROFO Holder) to exercise or refrain from exercising its rights under this Clause 6.6 (Co-Sale right) in respect of any other Transfer.

6.6.4If the Offeree fails to purchase all Co-Sale Securities from all the ROFO Holders that elect to exercise their rights under this Clause 6.6 (Co-Sale right) in respect of any Transfer (as specified in the respective Co-Sale Notices of such ROFO Holders), then the Issuer must not complete such Transfer, and the Company shall not register such Transfer.

6.6.5The Issuer shall not be liable to any Warrant Holder who has exercised its co-sale rights under this Clause 6.6 (Co-Sale right) in the event that the proposed Transfer by the Issuer does not consummate for any reason, unless the non-consummation of the Transfer is due to the default of the Issuer, and provided that the Issuer complies with its obligations under Clause 6.6.4 and other provisions of this Instrument.

7.UNDERTAKINGS

7.1Undertakings by the Issuer

The Issuer undertakes that during the period from the date of this Instrument and whilst any Warrants are outstanding (except with the prior sanction of a Written Consent):

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7.1.1it shall ensure that the aggregate Warrant Shares held or to be held by the Warrant Holders on an as-exercised basis in full represent the Total Entitlement of the Fully Diluted Share Capital;

7.1.2it shall at all times maintain legal and beneficial ownership of sufficient number of Shares free from Encumbrances (other than the Share Pledge) in order to satisfy the exercise of all outstanding Warrants and other Transaction Warrants in full;

7.1.3it shall ensure that at all times the Shares subject to valid and effective security under the Share Pledge are not less than the higher of (a) the aggregate maximum number of Shares that may be required to satisfy the exercise of all outstanding Warrants and other Transaction Warrants in full and (b) such number of Shares as shall be equal to 30% of the Fully Diluted Share Capital from time to time (such higher number of Shares being the “Required Shares”);

7.1.4it will not exercise its voting rights to approve any modification of the rights attached to any shares or securities of the Company (including the creation or issue of any shares or securities with preferential rights, or any other class of shares or securities) which may have an adverse effect on the rights of the Warrant Holders or the value of the Warrants or of the Warrant Shares;

7.1.5it will not take any action for the purpose of avoiding or seeking to avoid the performance of any of the terms to be observed or performed by it or any Obligor under this Instrument, the Warrant Agency Agreement, any Warrant Certificate or under the Facility Agreement;

7.1.6it will comply with all applicable regulatory requirements in respect of the issue of the Warrants and the continuing validity of the Warrants thereafter until the Warrants are exercised or lapsed or this Instrument is terminated in accordance with the terms and conditions of this Instrument;

7.1.7it will procure that the Company observes and complies with its obligations under this Instrument;

7.1.8it will comply with its obligations, and will use all reasonable endeavours to procure that the Calculation Agent and the Administration Agent comply with their respective obligations, under this Instrument, the Warrant Agency Agreement and each Warrant Certificate, and notify the Warrant Holders immediately it becomes aware of any material breach of such obligations; and (in the event that an Agent fails to comply with any of its obligations under, or perform any action expressed to be required to be performed by such Agent under, this Instrument, the Warrant Agency Agreement or any

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Warrant Certificate, the Issuer shall perform such obligations and such action itself);

7.1.9it shall not:

(a)incur any liabilities except for:

(i)indebtedness owing to Wise Worldwide Limited pursuant to the Intercompany Loan Agreement (in the form subsisting as at the date of this Instrument) provided that (x) the principal amount of such indebtedness is not increased after the date of this Instrument and (y) such indebtedness shall have been subordinated to the indebtedness of the Obligors under the Transaction Documents pursuant to a Subordination Deed between the Issuer, Wise Worldwide Limited and the Security Agent;

(ii)liabilities that arise in the ordinary course of acting as a holding company of the Company; and/or

(iii)liabilities under the Transaction Warrant Instruments, the Other Warrant Instruments and the Security Documents to which it is a party;

(b)create or permit to subsist any Security, Quasi-Security or other Encumbrance over any of the Required Shares or any interest therein (except for any Security created under or evidenced by any Security Document); or

(c)enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any of the Required Shares or any interest therein (except for any disposal constituted by the creation of any Security under any Security Document and/or any transfer of Required Shares to the Transaction Warrant Holders in accordance with the terms of the Transaction Warrants).

7.2Undertakings by the Company

The Company undertakes that during the period from the date of this Instrument and whilst any Warrants are outstanding (except with the prior sanction of a Written Consent):

7.2.1it will not, and it will procure that no Covered Entity will, carry out any Exit Event;

7.2.2it will not conclude terms for any initial offering of shares or securities of the Company and will not undertake any initial offering of shares or

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securities of the Company except for a Qualifying IPO which involves a quotation for all the Warrant Shares (or any shares into which they and/or Warrants may convert in connection with the Qualifying IPO) on terms which are no less favourable than those applicable to the other issued shares and the shares to be issued upon the Qualifying IPO (including being listed on the principal securities exchanges and markets within the United States, if any, on which other issued shares and the shares to be issued upon the Qualifying IPO are then listed). To the extent that the Ordinary Shares are not listed on a national securities exchange within the United States or there is no exemption from state “blue sky” securities laws for the issuance of the Warrant Shares, the Company will take all commercially reasonable actions which may be necessary so that the Warrant Shares are registered in all states of the United States in which the holders of the Warrants reside;

7.2.3it will not conclude terms for a Qualifying IPO and will not undertake a Qualifying IPO pursuant to which lock-up or similar restrictions are imposed on any of the Shares (including without limitation any Warrant Shares) unless: (i) such lock-up is required (and provided to the extent required) by the Stock Exchange in respect of such Qualifying IPO), and the Issuer is permitted to transfer all of the Warrant Shares to the Warrant Holders upon the occurrence of such Qualifying IPO, or (ii) in any other case it obtains a Written Consent amending the terms of this Instrument;

7.2.4it shall ensure that any initial public offering or secondary offering that is primarily based on the assets or business of the Group or any part thereof shall be made by the Company by way of a Qualifying IPO; and

7.2.5it will not take any action for the purpose of avoiding or seeking to avoid the performance of any of the terms to be observed or performed by it under this Instrument, the Warrant Agency Agreement, any Warrant Certificate or under the Facility Agreement.

7.3Undertakings by the Warrant Guarantors

Each of the Warrant Guarantors undertakes that during the period from the date of this Instrument and whilst any Warrants are outstanding (except with the prior sanction of a Written Consent):

7.3.1it shall not, and shall ensure that no member of the Group shall, issue any shares or other Equity Interests, except for:

(a)any issuance of shares or Equity Interests in the Company in favour of the Issuer;

(b)any issuance of shares or Equity Interests in any Company Entity (other than the Company) in favour of another Company Entity,

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and provided that, for the avoidance of doubt, if such Written Consent is obtained, Clause 6.4 (Right of first offer on new issue) shall continue to apply.

7.3.2it shall not, and shall ensure that no member of the Group shall, sell, transfer, convey or otherwise dispose of, or create any Encumbrance over;

(a)any shares or Equity Interests in any member of the Group, except for:

(i)the creation of Transaction Security over such shares or Equity Interests under the Security Documents; and

(ii)any transfer of any shares or Equity Interests in any Company Entity (other than the Company) to another Company Entity,

and provided that, for the avoidance of doubt, if such Written Consent is obtained, Clause 6.5 (Right of first offer on transfer) and Clause 6.6 (Co-sale right) shall continue to apply.

(b)any of its material assets, except for:

(i)the creation of Transaction Security over such assets under the Security Documents;

(ii)any transfer of any assets of any Company Entity in favour of another Company Entity; and

(iii)any disposal of assets in the ordinary course of trading and on arm’s length terms;

7.3.3it shall not, and shall ensure that no member of the Group shall, make, declare or pay any Distribution, except:

(a)any Distribution by a member of the Group (other than the Company) in favour of a Company Entity; or

(b)Distributions by the Company in favour of its shareholders provided that the aggregate of any and all such Distributions made, paid and/or declared during any financial year of the Company does not exceed (or the equivalent thereof in the applicable currency does not exceed):

(i)(in the case of the financial year of the Company ending in 2010 or 2011) 10% of the shareholders’ equity of the Borrower (as determined in accordance with the Accounting Principles) as at the end of the immediately preceding financial year of the Company; or

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(ii)(in the case of any financial year of the Company ending in or after 2012) 15% of the shareholders’ equity of the Borrower (as determined in accordance with the Accounting Principles) as at the end of the immediately preceding financial year of the Company;

7.3.4it shall ensure that each financial year of each member of the Group shall end on 30 September; and

7.3.5it shall ensure that each member of the Group (other than the Company) shall be wholly-owned directly or indirectly by one or more Company Entities.

7.4Undertaking by the Founder

The Founder undertakes that during the period from the date of this Instrument and whilst any Warrants are outstanding it shall procure that the Issuer complies with the obligations expressed to be assumed by it under this Instrument, the Warrant Agency Agreement and the Warrant Certificates.

8.WINDING UP OF THE ISSUER OR THE COMPANY

8.1Rights of Warrant Holders upon winding up of the Issuer or the Company

If at any time while any Warrants are outstanding an order is made or an effective resolution is passed for the winding up or dissolution of the Issuer or the Company or if any other dissolution of the Issuer or the Company by operation of law is to be effected, the Issuer shall as soon as reasonably practicable send to the Warrant Holders a written notice (with a copy to the Administration Agent) stating that such an order has been made or resolution has been passed or other dissolution is to be effected.  Without prejudice to the Put Rights, a Warrant Holder may at any time within three months after the date of such notice elect, by written notice (with a copy to the Administration Agent) to the Issuer and subject to Applicable Laws, to be treated as if it had, immediately before the date of the making of the order or passing of the resolution or other dissolution, exercised its rights (and as if such rights were exercisable in accordance with the terms of this Instrument) to purchase the Warrant Shares from the Issuer in preference and prior to any other party subject to the Applicable Laws.

8.2Warrants lapse upon dissolution

Subject to compliance by the Issuer with the Put Rights and Clause 8.1 (Rights of Warrant Holders upon winding up of the Issuer or the Company), the Warrants held by a Warrant Holder shall lapse on a dissolution or winding up of the Issuer.

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8.3No obligation

For the avoidance of doubt, the Warrant Holders shall not have any obligation to make any actual payment to the Issuer or the Company in connection with a dissolution or winding up of the Issuer or the Company.

9.TRANSFER OF WARRANTS AND LEGENDS

9.1Subject to compliance with the Applicable Laws, the Warrants and all rights thereunder are transferable in accordance with the provisions of Schedule 5 (Register, Transfers and Notices) without charge to the relevant Warrant Holder.

9.2Each Warrant Certificate issued hereunder shall bear a legend in substantially the following form

“THIS WARRANT AND THE SHARES ACQUIRABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, THIS WARRANT MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCES. THIS WARRANT IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE WARRANT INSTRUMENT DATED AS OF [      ] AND THE WARRANT AGENCY AGREEMENT DATED AS OF [                  ], COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE ADMINISTRATION AGENT OR ANY SUCCESSOR THERETO.  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT THE HOLDER IS A PERSON OUTSIDE THE UNITED STATES PURCHASING WARRANTS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS WARRANT OR THE SHARES ACQUIRABLE UPON EXERCISE OF THIS WARRANT EXCEPT (A) TO PREMIUM SINO FINANCE LIMITED (THE “ISSUER”) OR ITS AFFILIATES; (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE); (E) PURSUANT TO ANY AVAILABLE EXEMPTION FROM THE REGISTRATION

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REQUIREMENTS UNDER THE SECURITIES ACT (PROVIDED THAT AS A CONDITION TO THE REGISTRATION OF TRANSFER OF ANY WARRANTS OTHERWISE THAN AS DESCRIBED HEREIN, THE ISSUER OR THE ADMINISTRATION AGENT MAY, IN CIRCUMSTANCES THAT ANY OF THEM DEEMS APPROPRIATE, REQUIRE EVIDENCE AS TO COMPLIANCE WITH ANY SUCH EXEMPTION); OR (F) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF THE REGULATION S UNDER THE SECURITIES ACT; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS WARRANT IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.”

When the Warrants and/or Warrant Shares (a) shall have been effectively registered under the Securities Act and applicable securities laws, or (b) are no longer subject to any restrictions upon transfer under the Securities Act, the Issuer shall, upon the written request of the relevant Warrant Holder, issue to such Warrant Holder in exchange for such Warrant Holder’s existing Warrant Certificate a new Warrant Certificate evidencing such Warrant(s) (represented by such existing Warrant Certificate) without a legend setting forth the relevant transfer restriction, as the case may be.

10.AGENTS AND ARRANGER

10.1Administration Agent

The Issuer shall, in accordance with the terms of the Warrant Agency Agreement, appoint and authorise, the Administration Agent to act as administration agent in respect of the Warrants and exercise the rights, powers, authorities and discretions specifically given to the Administration Agent under this Instrument and/or the Warrant Agency Agreement, including without limitation maintaining the Register in accordance with Schedule 5 (Register, Transfers and Notices) and the other provisions of this Instrument and the Warrant Agency Agreement.

10.2Calculation Agent

The Issuer shall, in accordance with the terms of the Warrant Agency Agreement, appoint and authorise, the Calculation Agent to act as calculation agent in respect of the Warrants and exercise the rights, powers, authorities and discretions specifically given to the Calculation Agent under this Instrument and/or the Warrant Agency Agreement.

10.3Maintenance of Agents

The Issuer must maintain, in accordance with the terms of the Warrant Agency Agreement, an Administration Agent and a Calculation Agent at all times during the

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term of this Instrument with effect no later than the date of the first Utilisation Request under the Facility Agreement. The Issuer must ensure that (a) the same Person acts as administration agent under all Transaction Warrant Instruments at all times during the term of this Instrument and (b) the same Person acts as calculation agent under all Transaction Warrant Instruments at all times during the term of this Instrument.

10.4Protection of Agents

Any protection afforded to any Agent (including without limitation any exclusion of liability) pursuant to the provisions of the Warrant Agency Agreement shall be binding on all of the Issuer, the Company, each other Warrant Guarantor, the Founder, the Warrant Holders and the Beneficial Holders.

10.5Role of the Arranger

The Arranger has no obligations of any kind to any of the Issuer, the Company, any other Warrant Guarantor, the Founder, any Warrant Holder, any Beneficial Holder under or in connection with this Instrument, any other Transaction Warrant Instrument, or any other Transaction Document.

10.6Protection of Arranger

Any protection afforded to the Arranger (including without limitation any exclusion of liability) pursuant to the provisions of this Instrument shall be binding on all of the Issuer, the Company, each other Warrant Guarantor, the Founder, the Warrant Holders and the Beneficial Holders.

11.VARIATION OF RIGHTS AND VOTES

11.1Modification

11.1.1Subject to Clauses 5.3 (Stock Exchanges) and Clauses 11.1.2 to 11.1.4, any of the rights for the time being attached to the Warrants may from time to time (whether or not the Issuer or the Company is being wound up) be altered, abrogated or waived with the sanction of a Written Consent and shall be effected by an instrument by way of deed poll executed by the Issuer, the Founder, and (at all times prior to a Qualifying IPO) the Warrant Guarantors and (in each case) expressed to be supplemental to this Instrument (but without any need for such instrument to be executed by any Initial Beneficial Holder, any Warrant Holder or any other Beneficial Holder).

11.1.2Any proposed amendment, modification, alteration or waiver to the terms of the Warrants or the provisions of this Instrument in respect of or relating to the Purchase Price, the Stated Per Cent, any Entitlement or any Put Payment, or the definition of “Transaction Entitlement”, “Transaction

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Warrant”, “Transaction Warrant Holder”, “Transaction Warrant Instrument” or “Total Transaction Entitlement”, or any amendment to the terms of this Clause 11, or any other provision of this Instrument which expressly contemplates a Unanimous Written Consent, shall not be effective unless such amendment, modification, alteration or waiver is consented to by a Unanimous Written Consent and any such amendment, modification, alteration or waiver shall be effected by an instrument by way of deed poll executed by the Issuer, the Founder, and (at all times prior to a Qualifying IPO) the Warrant Guarantors and (in each case) expressed to be supplemental to this Instrument (but without any need for such instrument to be executed by any Initial Beneficial Holder, any Warrant Holder or any other Beneficial Holder).

11.1.3Any amendment, modification, alteration or waiver which relates to or has the effect of changing Clause 2.1 (Issue of Warrants), Schedule 10 (Form of Designation Notice) or the definition of “Arranger” or “Designation Notice”, or any provision conferring any right or protection on the Arranger, may not be effected with the prior written consent of the Arranger.

11.1.4At all times during the period from the date of this Instrument to the time when the Global Warrant Certificate has been issued in accordance with Clause 2.1.1(b), for the purposes of any Written Consent, Unanimous Written Consent or Transaction Written Consent, each Person set out in Schedule 1 (Initial Beneficial Holders and Initial Warrants held) shall be deemed to be a Warrant Holder with outstanding Warrants carrying an Entitlement set out opposite the name of such Person in Schedule 1 (Initial Beneficial Holders and Initial Warrants held).

11.2Endorsement

A memorandum of every such supplemental deed as is referred to in Clause 11.1 (Modification) shall be endorsed on the Warrant Certificates and notice of such alteration, abrogation, waiver or modification shall be given to the Warrant Holders, the Issuer, the Founder, the Administration Agent, the Calculation Agent, and the Arranger within five Business Days of it occurring.

11.3Termination

11.3.1This Instrument shall terminate and shall cease to have effect at the earlier of (a) when all the rights of the Warrant Holders under this Instrument have lapsed or have been exercised in accordance with its terms and (b) when all Warrant Holders, the Issuer and the Company agree in writing that this Instrument shall terminate and cease to have any effect. For the avoidance of doubt, this Instrument shall continue to have full force and effect and the Warrants (including the Purchase Rights and/or the Put Rights) shall

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continue to be capable of being exercised (unless they have otherwise lapsed in accordance with the terms of this Instrument) notwithstanding (i) all obligations under the Facility Agreement have been irrevocably discharged in full, (ii) all amounts which may be or become payable by any or all of the Obligors under or in connection with the Transaction Documents have been irrevocably paid in full including, without limitation, any mandatory prepayment, voluntary prepayment, exercise of any put option thereunder and (iii) no Lender is under any further obligation (whether actual or contingent) to provide any further advance or financial accommodation to any Obligor under any Finance Document.

11.3.2Notwithstanding Clause 11.3.1, Clauses 6.4 (Right of first offer on new issue), 6.5 (Right of first offer on transfer), 6.6 (Co-sale right), 7.2 (Undertakings by the Company), 7.3 (Undertakings by the Warrant Guarantors) and 12.6 (Information Rights of the Warrant Holders) shall cease to apply upon and after a Qualifying IPO.

11.4Votes and written resolutions

11.4.1All decisions by the Warrant Holders pursuant to this Instrument shall be taken either by way of Written Consent or a Unanimous Written Consent or a Transaction Written Consent (as the case requires).

11.4.2In voting by the Warrant Holders on any proposed Written Consent, each Warrant Holder (in its capacity as such) is entitled to such proportion of votes represented by its Entitlement borne to the Total Entitlement. A Warrant Holder need not use its entire proportion of votes or cast all its proportion of votes it uses in the same way.

11.4.3In voting by the Transaction Warrant Holders on any proposed Transaction Written Consent, each Warrant Holder (in its capacity as such, but without prejudice to its entitlement as Transaction Warrant Holder under any other Transaction Warrant Instrument) is entitled to such proportion of votes represented by its Entitlement borne to the aggregate Transaction Entitlement of the Transaction Warrant Holders. A Warrant Holder need not use its entire proportion of votes or cast all its proportion of votes it uses in the same way.

11.4.4A Written Consent or a Unanimous Written Consent or a Transaction Written Consent signed by the requisite number of Warrant Holders or Transaction Warrant Holders (as the case requires) may be contained in one document or in several documents in like form each signed by one or more of the relevant Warrant Holders or Transaction Warrant Holders (as the case requires) and the date of the resolution will be when the resolution is signed by or on behalf of the last relevant Transaction Warrant Holder.

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11.4.5If any Relevant Party or any Transaction Warrant Holder requests the Administration Agent to put any matter or proposal (including without limitation any proposal for amendment, modification, alteration or waiver of any term of this Instrument) to the Warrant Holders or the Transaction Warrant Holders for voting, the Issuer shall ensure that Administration Agent shall:

(a)promptly notify the Warrant Holders or (as the case may be) the Transaction Warrant Holders of such matter or proposal in accordance with the terms of this Instrument (in the case of notification to the Warrant Holders) and other applicable Transaction Warrant Instruments (in the case of notification to other Transaction Warrant Holders);

(b)notify the Issuer and the Warrant Holders of the results of voting on such matter or proposal including whether the applicable Written Consent, Transaction Written Consent or Unanimous Written Consent has been attained in respect of such matter or proposal; and

(c)shall, at the request of the Issuer or any Warrant Issuer, keep the Issuer or such Warrant Issuer informed as the progress of attaining the applicable Written Consent, Transaction Written Consent or Unanimous Written Consent in respect of such matter or proposal.

12.WARRANTIES AND UNDERTAKINGS

12.1Warranties in respect of the Issuer, the Warrant Guarantors and the Founder

Each of the Issuer, the Company, the other Warrant Guarantors and the Founder, in respect of itself, represents and warrants to the Warrant Holders and the Beneficial Holders on the date of this Instrument and on the Initial Utilisation Date, each other Utilisation Date, the date on which the Warrant Agency Agreement is executed, the date on which any Warrant Certificate is issued and on each day on which any Accession Undertaking is delivered that:

12.1.1in the case of the Issuer, the Company and each other Warrant Guarantor, it is a company duly organised, validly existing and in good standing under the laws of its jurisdiction of incorporation;

12.1.2in the case of the Issuer, the Company and each other Warrant Guarantor, it has all requisite power, right and authority and has taken all necessary action to authorise its entry into, and has obtained all necessary consents and waivers, to execute, deliver, exercise its rights and perform its obligations under, this Instrument, the Warrant Agency Agreement, each Warrant Certificate and any Accession Undertaking to which it is a party and to consummate the transactions contemplated hereby and thereby;

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12.1.3no approvals are required under any Applicable Laws in relation to the transactions contemplated by this Instrument, the Warrant Agency Agreement, any Warrant Certificate and/or any Accession Undertaking to which it is a party;

12.1.4his or its obligations under this Instrument, the Warrant Agency Agreement, any Warrant Certificate and any Accession Undertaking to which he or it is a party constitute valid, legal and binding obligations and are enforceable in accordance with its terms;

12.1.5the execution and delivery of, and the performance by him or it of his or its obligations under this Instrument, the Warrant Agency Agreement, any Warrant Certificate and/or and any Accession Undertaking to which he or it is a party will not result in:

(a)in the case of the Issuer, the Company or any other Warrant Guarantor, a breach of any provision of its memorandum or articles of association or by-laws or equivalent constitutional documents;

(b)a breach of, or constitute a default under, or conflict with any agreement or any instrument to which he or it is a party or by which he or it is bound;

(c)a breach of any order, judgment or decree of any court or governmental agency to which he or it is subject or by which he or it is bound or submits;

(d)a breach of any Applicable Laws; or

(e)his or its losing the benefit of any material permit, asset, license, grant, subsidy, right or privilege which he or it enjoys in any jurisdiction;

12.1.6in the case of the Issuer, the Company and each other Warrant Guarantor, its board of directors has authorised the execution of this Instrument, the Warrant Agency Agreement, any Warrant Certificate and any Accession Undertaking to which it is a party;

12.1.7the Ordinary Shares comprise the entire voting share capital of the Company;

12.1.8as of the Initial Utilisation Date, (i) the entire issued share capital of the Company shall be owned by the Issuer (as to 90%) and Wise Worldwide Limited, a BVI Business Company incorporated under the laws of the British Virgin Islands with company registration number 1515404 (as to 10%) (in the case of the Issuer, free from any Encumbrance) and (ii) the entire issued share capital of the Issuer is owned by the Founder;

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12.1.9(as of the date of this Instrument, the Initial Utilisation Date and each other Utilisation Date) there has not occurred any Event of Default and no Event of Default is outstanding or continuing;

12.1.10as of the Initial Utilisation Date, other than pursuant to this Instrument and/or other Transaction Warrant Instruments, there is no agreement, arrangement or obligation requiring the creation, allotment, issue or grant to a Person of the right (conditional or not) to require the allotment, issue or transfer of any shares in the Company (including without limitation any option or right of conversion); and

12.1.11as of the Initial Utilisation Date, other than pursuant to this Instrument and/or other Transaction Warrant Instruments and the Share Pledge, there is no Encumbrance, and there is no agreement, arrangement or obligation to create or give an Encumbrance, over any unissued share capital of the Company or any of the Required Shares.  No Person has claimed to be entitled to an Encumbrance in relation to any unissued share capital of the Company or any of the Required Shares.  Other than pursuant to this Instrument and/or other Transaction Warrant Instruments, there are no securities convertible into or ultimately exchangeable or exercisable for any share in the Company.

12.2Further warranties in respect of the Issuer

The Issuer further represents and warrants to the Warrant Holders and the Beneficial Holders on the date of this Instrument and on each Utilisation Date that:

12.2.1it has obtained the requisite authority, pursuant to the laws of its jurisdiction of incorporation, to issue the Warrants and transfer the Warrant Shares upon the exercise of the Purchase Rights;

12.2.2it legally and beneficially owns the Warrant Shares free from any Encumbrances (other than the Share Pledge) and the Warrant Shares are credited as fully paid, and rank pari passu in all respects with the existing Ordinary Shares;

12.2.3neither it nor any of its affiliates (as defined in Rule 405 under the Securities Act), nor any person acting on its or their behalf has engaged in any “directed selling efforts” (as defined in Regulation S under the Securities Act) with respect to the Warrants;

12.2.4it is a “foreign issuer” (as such term is defined in Regulation S under the Securities Act) that reasonably believes that there is no substantial U.S. market interest (as defined in Regulation S under the Securities Act) in the Warrants to be offered or sold and the securities of the Company to be purchased upon exercise of the Warrants; and

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12.2.5the sale and delivery of the Warrant Shares to the Warrant Holders pursuant to the terms hereof will vest in the Warrant Holders valid legal and beneficial title to the Warrant Shares free and clear of all Encumbrances.

12.3Upon exercise of the Purchase Rights by a Warrant Holder and immediately before the issue of the Warrant Shares pursuant to such exercise,

12.3.1each of the Issuer, the Company and the Founder is deemed to warrant to that Warrant Holder that each of the warranties in Clauses 12.1 and 12.3; and

12.3.2the Issuer is deemed to warrant to that Warrant Holder that each of the warranties in Clause 12.2,

is true, accurate and not misleading by reference to the facts and circumstances then subsisting.

12.4Warranties in respect of the Warrant Holders

By accepting the Warrants, each Warrant Holder, in respect of itself, represents and warrants to the Issuer as follows:

12.4.1the Warrant Holder is a person outside the United States purchasing the Warrants in an offshore transaction in accordance with Regulation S under the Securities Act; and

12.4.2the Warrant Holder understands and acknowledges that the offer, issue and sale of the Warrants and Warrant Shares have not been registered under the Securities Act or under any other securities laws.

12.5Undertakings of the Warrant Holders

By accepting the Warrants, each Warrant Holder acknowledges, is aware of, and agrees to comply with, the restrictions on transferability of the Warrants and the Warrant Shares set out in this Instrument and/or any applicable Warrant Certificate, including the restriction that the Warrants and the Warrant Shares not be sold, transferred or otherwise disposed of until, as the case may be, (i) in the United States a registration statement under the Securities Act with respect thereto shall have become effective or an exemption from such registration requirements is available or (ii) all applicable securities laws of other relevant jurisdictions shall have been complied with.

12.6Information Rights of the Warrant Holders

The Company shall send, and the Issuer shall procure that the Company sends, to each Warrant Holder:

12.6.1as soon as the same become available, but in any event within 120 days after the end of the relevant financial year of the Borrower or the Company,

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as the case may be, a copy of the financial statements of the Borrower (prior to a Qualifying IPO) audited by an Approved Audit Firm and prepared in accordance with the Accounting Principles;

12.6.2as soon as the same become available, but in any event within 45 days after end of each financial quarter of the Borrower or the Company, as the case may be, the unaudited financial statements for the Borrower (prior to a Qualifying IPO) for such financial quarter and prepared in accordance with the Accounting Principles;

12.6.3No later than 10 days prior to the commencement of each successivehalf-yearly period in any financial year of the Borrower or the Company, as the case may be, a consolidated budget and business plan for the next financial half-year of the Borrower (prior to a Qualifying IPO); and

12.6.4such other information regarding the business and financial affairs of the Company and its Subsidiaries as any Warrant Holder may reasonably request (and it shall be reasonable for the purposes of this Clause 12.6.4 for the Warrant Holders to request any information which the holders of Equity Shares are entitled to receive).

13.GUARANTEE

13.1Guarantee and indemnity

Each Warrant Guarantor irrevocably, absolutely and unconditionally (and jointly and severally with each other Warrant Guarantor):

13.1.1guarantees to each Warrant Holder punctual performance by the Issuer of all of the obligations assumed and/or expressed to be assumed by the Issuer under this Instrument, the Warrant Agency Agreement and any Warrant Certificate;

13.1.2undertakes with each Warrant Holder that whenever the Issuer does not pay any amount when due under or in connection with this Instrument, the Warrant Agency Agreement or any Warrant Certificate, such Warrant Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

13.1.3indemnifies each Warrant Holder immediately on demand against any cost, loss or liability suffered by that Warrant Holder if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal.  The amount of the cost, loss or liability shall be equal to the amount which that Warrant Holder would otherwise have been entitled to recover.

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13.2Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Issuer under this Instrument, the Warrant Agency Agreement and/or any Warrant Certificate, regardless of any intermediate payment or discharge in whole or in part.

13.3Reinstatement

If any payment by any Obligor to any Secured Party or any recovery by any Secured Party from any Obligor or any discharge or release given by a Secured Party (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event or for any other reason:

13.3.1the liability of each Obligor party hereto shall continue as if that payment, recovery, discharge, avoidance, reduction or release had not occurred; and

13.3.2each Warrant Holder shall be entitled to recover the value or amount of that payment or recovery, and any security, from each Obligor party hereto, as if that payment, recovery, discharge, avoidance, reduction or release had not occurred.

13.4Waiver of defences

The obligations of the Warrant Guarantors under this Clause 13 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of their obligations under this Clause 13 (without limitation and whether or not known to it or any Warrant Holder) including:

13.4.1any time, waiver or consent granted to, or composition with, any Obligor or any other person;

13.4.2the release of any Obligor or any other person under the terms of any composition or arrangement with any creditor of any Obligor or any other person;

13.4.3the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

13.4.4any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any Obligor or any other person;

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13.4.5any amendment (however fundamental) or replacement of a Transaction Document or any other document or security;

13.4.6any unenforceability, illegality or invalidity of any obligation of any person under any of the Transaction Documents or any other document or security;

13.4.7any insolvency or similar proceedings; or

13.4.8any claims or set-off right that any Warrant Guarantor may have.

13.5Guarantor Intent

Without prejudice to the generality of Clause 13.4 (Waiver of defences), each Warrant Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to this Instrument, the Warrant Agency Agreement and/or any Warrant Certificate and/or any amount from time to time owing under this Instrument, the Warrant Agency Agreement and/or any Warrant Certificate for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

13.6Immediate recourse

Each Warrant Guarantor waives any right it may have of first requiring any Warrant Holder (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from such Warrant Guarantor under this Clause 13.  This waiver applies irrespective of any law or any provision of this Instrument to the contrary.

13.7Appropriations

Until (i) all amounts which may be or become payable by any or all of the Obligors under or in connection with the Transaction Documents have been irrevocably paid in full, (ii) no Secured Party is under any further obligation (whether actual or contingent) to provide any further advance or financial accommodation to any Obligor under any Transaction Document, (iii) no Transaction Warrant is outstanding and (iv) no Treasury Transaction is outstanding under any Hedging Agreement, each Warrant Holder (or any trustee or agent on its behalf) may:

13.7.1refrain from applying or enforcing any other moneys, security or rights held or received by that Warrant Holder (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and

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order as it sees fit (whether against those amounts or otherwise) and none of the Warrant Guarantors shall be entitled to the benefit of the same; and

13.7.2hold in an interest-bearing suspense account any moneys received from any Warrant Guarantor or on account of any Warrant Guarantor’s liability under this Clause 13.

13.8Deferral of Warrant Guarantors’ rights

Until (i) all amounts which may be or become payable by any or all of the Obligors under or in connection with the Transaction Documents have been irrevocably paid in full, (ii) no Secured Party is under any further obligation (whether actual or contingent) to provide any further advance or financial accommodation to any Obligor under any Transaction Document, (iii) no Transaction Warrant is outstanding and (iv) no Treasury Transaction is outstanding under any Hedging Agreement, none of the Warrant Guarantors shall (unless the Security Agent otherwise directs pursuant to any Security Document) exercise any rights which it may have by reason of performance by it of its obligations under the Transaction Documents:

13.8.1to be indemnified by any other Obligor;

13.8.2to claim any contribution from any other guarantor of any Obligor’s obligations under any or all of the Transaction Documents; and/or

13.8.3to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Secured Parties under the Transaction Documents or of any other guarantee or security taken pursuant to, or in connection with, the Transaction Documents by any Transaction Party.

13.9Additional security

13.9.1This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Secured Party.

13.9.2Upon any person becoming a member of the Group after the date of this Instrument, then unless such member of the Group is incorporated in the PRC, each of the Issuer and the Warrant Guarantors shall ensure that such person shall promptly become party hereto as an “Additional Warrant Guarantor” in accordance with Clause 13.9.3.

13.9.3A person that becomes a member of the Group after the date of this Instrument may become party hereto as an “Additional Warrant Guarantor” by delivering to the Administration Agent an Accession Undertaking executed by such person and the Issuer.  The Administration Agent shall notify the Issuer and the Warrant Holders of its receipt of any Accession Undertaking.

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13.10Release

Upon the occurrence of a Qualifying IPO, the obligations of each Warrant Guarantor under this Clause 13 shall terminate.  Nothing in this Clause 13.10 shall prejudice the obligations of any other Obligor hereunder or the obligations of any Warrant Guarantor under any other provision of this Instrument.

14.REPLACEMENT OF WARRANT CERTIFICATES

If a Warrant Certificate is mutilated, defaced, lost, stolen or destroyed it will be replaced by the Issuer, at the cost of the relevant Warrant Holder, on such terms as to evidence and indemnification as the Issuer may reasonably require.  Mutilated or defaced Warrant Certificates in respect of which replacements are being sought must be surrendered to the Administration Agent against issuance of replacement Warrant Certificate(s).

15.CONFIDENTIAL INFORMATION

15.1Confidentiality undertaking

Subject to the other provisions of this Clause 15 (Confidential Information), each of the Warrant Holders shall at all times prior to the Qualifying IPO keep confidential information obtained from the Group relating to the Group (the “Confidential Information”) confidential unless:

15.1.1that information comes into the public domain otherwise than through a breach of that Warrant Holder’s obligations under this Clause 15 (Confidential Information); or

15.1.2such information is required to be disclosed by law, by the rules, regulations or requirements of a securities exchange on which that Warrant Holder’s shares (or a member of that Warrant Holder’s Group’s shares) are listed or traded or by a Government Authority or other regulatory or self-regulatory body or authority with relevant powers to which a Warrant Holder (or a member of that Warrant Holder’s Group) is subject or submits, whether or not the requirement has the force of law.

15.2Permitted disclosure

Notwithstanding Clause 15.1 (Confidentiality undertaking), a Warrant Holder may pass Confidential Information to any of its Affiliates and any other Person:

15.2.1to (or through) whom that Warrant Holder assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Instrument and/or all or any of its Warrants;

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15.2.2with (or through) whom that Warrant Holder enters into (or may potentially enter into) any transaction under which payments are to be made by reference to this Instrument;

15.2.3who acquires or is proposing to acquire any interest in, or enters into or is proposing to enter into any merger, amalgamation or other similar arrangement with, that Warrant Holder;

15.2.4who is a professional adviser of such Warrant Holder or its Affiliates;

15.2.5who is an Agent;

15.2.6who is a Warrant Holder or a Secured Party;

15.2.7who is an employee or officer of any Warrant Holder (where such disclosure is reasonably required for the performance of the duties or functions of such employee or officer); or

15.2.8in any legal proceedings arising out of or in connection with this Instrument, or to the extent otherwise reasonably necessary in connection with any preservation or enforcement of any right or remedy under or in connection with this Instrument,

provided that, in the case of Clauses 15.2.1, 15.2.2, 15.2.3, 15.2.4 or 15.2.5 above, the Person to whom the information is to be given has undertaken in writing that it shall keep such information confidential and that it may only disclose such information to another Person on terms permitted under this Clause 15 (Confidential Information) (as if the first-mentioned Person were a Warrant Holder).

16.TAX GROSS UP

16.1If a deduction or withholding for or on account of Tax from a payment under this Instrument is required by law to be made by the Issuer, the Company, any other Warrant Guarantor or the Founder, the amount of the payment due from the Issuer, the Company, such other Warrant Guarantor or the Founder (as the case may be)  shall be increased to an amount which (after making all Tax deductions and withholdings) leaves an amount equal to the payment which would have been due if no Tax deduction or withholding had been required.

16.2Within 30 days of making a deduction or withholding as described in Clause 16.1, the Issuer, the Company, such other Warrant Guarantor or the Founder (as the case may be) shall deliver to the relevant Warrant Holders an original receipt (or a certified copy thereof) reasonably satisfactory to the relevant Warrant Holders that such deduction or withholding has been made or (as applicable) any appropriate payment has been paid to the relevant Tax authority.

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17.NO SET-OFF

All payments to be made by the Issuer, the Company, any other Warrant Guarantor or the Founder under this Instrument shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

18.NOTICES

Any notice to be given for the purposes of this Instrument shall be given in accordance with the provisions of paragraph 3 of Schedule 5 (Register, Transfers and Notices). Any notice to be given to the Issuer, the Company, any other Warrant Guarantor or the Founder shall be given to their respective addresses as shown in the list of parties at the beginning of this Instrument or in Schedule 5 (Register, Transfers and Notices).

19.PARTIAL INVALIDITY

If, at any time, any provision of this Instrument is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

20.DEFAULT INTEREST

If the Issuer, the Company, any other Warrant Guarantor or the Founder defaults in the payment when due of any sum payable under this Instrument, the Warrant Agency Agreement or any Warrant Certificate (howsoever determined), the Issuer, the Company, such other Warrant Guarantor or the Founder (as the case may) shall pay interest on such sum from the date when such payment is due until the date of actual payment at a rate per annum equal to the default rate of interest determined pursuant to Clause 8.3(Default interest) of the Facility Agreement (in the form subsisting as at the date of this Instrument) as if such sum were a sum due and payable by the Borrower but unpaid under the Facility Agreement.  Such interest shall accrue from day to day and be payable upon demand.

21.GOVERNING LAW AND JURISDICTION

21.1Governing law

This Instrument and the Warrants are governed by and shall be construed in accordance with Hong Kong law.

21.2Jurisdiction

21.2.1The courts of Hong Kong shall have non-exclusive jurisdiction to settle any dispute arising from or connected with this Instrument or the Warrants including, without limitation, a dispute regarding the existence, validity or

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termination of this Instrument or the consequences of its nullity (a “Dispute”).

21.2.2The parties agree that the courts of Hong Kong are the most appropriate and convenient forum to settle any Dispute and, accordingly, they will not argue to the contrary.

21.2.3No Warrant Holder shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, the Warrant Holders may take concurrent proceedings in any number of jurisdictions.

21.3Service of proceedings

Each of the Issuer, the Company, each other Warrant Guarantor and the Founder agrees that the documents which start any proceedings relating to a Dispute (“Proceedings”) and any other documents required to be served in relation to those Proceedings on the Issuer, the Company, each other Warrant Guarantor and the Founder (as the case may be) may be served on International Petroleum Services Corporation Limited of 1/F., Sunning Plaza, 10 Hysan Avenue, Causeway Bay, Hong Kong, on behalf of the Issuer, the Company, each other Warrant Guarantor (that is not incorporated in Hong Kong) and the Founder in accordance with Clause 18 (Notices), and each of the Issuer, the Company, each other Warrant Guarantor (that is not incorporated in Hong Kong) and the Founder irrevocably appoints such Person as its agent to accept service of Proceedings.  These documents may, however, be served in any other manner allowed by law.  This Clause applies to all Proceedings wherever started.

22.EFFECT

This Instrument shall take effect as a deed poll, and shall take effect for the benefit of the Warrant Holders and the Beneficial Holders from time to time, and (in relation to any provision that is expressed for the benefit of or purports to grant any right to the Arranger) the Arranger.

IN WITNESS WHEREOF this Instrument has been executed by the Issuer, the Company, Parentco, Holdco and the Founder as a deed poll and is intended to be and is hereby delivered on the date first above written and has been signed and is delivered by the Initial Beneficial Holders on the date first above written.

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SCHEDULE 1
INITIAL BENEFICIAL HOLDERS AND INITIAL WARRANTS HELD

Name of Initial Beneficial Holders	Notice Address	Number of Warrants	Entitlement
Deutsche Bank AG, Hong Kong Branch	Address:45/F, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong Fax: +852 2203 7241 Attention:Mabel Law, cc to Rowena Yue & Kari Cheng Email:mabel.law@db.com rowena.yue@db.com kari.cheng@db.com	129,231	1.29231	%
Triple Wise Asset Holdings Ltd.	Address:34/F, Two Pacific Place, 88 Queensway, Hong Kong Fax: +852 2537 4008 Attention: Rosche Yam Email: roschey@ccbintl.com	236,923	2.36923	%
Sequoia Capital China Growth Fund I, L.P.	Address:2408-2410, Air China Plaza, No.36 Xiaoyun Road, Chaoyang District, Beijing, P.R. China, 100027 Fax: +86 10 8447 5669 Attention: George Xu Email: xu@sequoiacap.com With copy to: Address:Suite 2215, Two Pacific Place, 88 Queensway, Hong Kong Fax: +852-2510-5249 Attention: Jimmy Wong email: wong@sequoiacap.com	112,715	1.12715	%

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Name of Initial Beneficial Holders	Notice Address	Number of Warrants	Entitlement
Sequoia Capital China Growth Partners Fund I, L.P.	Address:2408-2410, Air China Plaza, No.36 Xiaoyun Road, Chaoyang District, Beijing, P.R. China, 100027 Fax: +86 10 8447 5669 Attention: George Xu Email: xu@sequoiacap.com With copy to: Address:Suite 2215, Two Pacific Place, 88 Queensway, Hong Kong Fax: +852-2510-5249 Attention: Jimmy Wong email: wong@sequoiacap.com	2,688	0.02688	%
Sequoia Capital China GF Principals Fund I, L.P.	Address:2408-2410, Air China Plaza, No.36 Xiaoyun Road, Chaoyang District, Beijing, P.R. China, 100027 Fax: +86 10 8447 5669 Attention: George Xu Email: xu@sequoiacap.com With copy to: Address:Suite 2215, Two Pacific Place, 88 Queensway, Hong Kong Fax: +852-2510-5249 Attention: Jimmy Wong email: wong@sequoiacap.com	13,828	0.13828	%

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Name of Initial Beneficial Holders	Notice Address	Number of Warrants	Entitlement
Good Merit International Limited	Address:Room 1211, 12/F, New World Tower 1, No. 18 Queen’s Road Central, Hong Kong Fax: +852 2901 8338 Attention: Yvonne Louie Email: yvonnelouie@dragon-bridge.com	43,077	0.43077	%
Total:		538,462	5.38462	%

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SCHEDULE 2
FORM OF GLOBAL WARRANT CERTIFICATE

ISIN: VGG 7231T1131

THIS WARRANT AND THE SHARES ACQUIRABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, THIS WARRANT MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCES. THIS WARRANT IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE WARRANT INSTRUMENT DATED AS OF [         ] AND THE WARRANT AGENCY AGREEMENT DATED AS OF [                        ], COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE ADMINISTRATION AGENT OR ANY SUCCESSOR THERETO.  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT THE HOLDER IS A PERSON OUTSIDE THE UNITED STATES PURCHASING WARRANTS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS WARRANT OR THE SHARES ACQUIRABLE UPON EXERCISE OF THIS WARRANT EXCEPT (A) TO PREMIUM SINO FINANCE LIMITED (THE “ISSUER”) OR ITS AFFILIATES; (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE); (E) PURSUANT TO ANY AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT (PROVIDED THAT AS A CONDITION TO THE REGISTRATION OF TRANSFER OF ANY WARRANTS OTHERWISE THAN AS DESCRIBED HEREIN, THE ISSUER OR THE ADMINISTRATION AGENT MAY, IN CIRCUMSTANCES THAT ANY OF THEM DEEMS APPROPRIATE, REQUIRE EVIDENCE AS TO COMPLIANCE WITH ANY SUCH EXEMPTION); OR (F) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF THE REGULATION S UNDER THE SECURITIES ACT; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS WARRANT IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

PREMIUM SINO FINANCE LIMITED

(Incorporated in the British Virgin Islands)
GLOBAL WARRANT CERTIFICATE

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1.INTRODUCTION

This Global Warrant Certificate is issued in respect of in aggregate [  ] Tranche B warrants which entitle the holder thereof to purchase such number of shares in the capital of Sinotech Energy Limited (the “Company”) representing in aggregate [ ]% of the Fully Diluted Share Capital (the “Warrants”) constituted and issued by Premium Sino Finance Limited (the “Issuer”).  The Warrants are constituted by the Instrument constituting Tranche B warrants to purchase shares in Sinotech Energy Limited dated [   ] (as amended or supplemented from time to time, the “Warrant Instrument”) by, among others, the Issuer, the Company, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng and are the subject of a warrant agency agreement dated [   ] (as amended or supplemented from time to time, the “Warrant Agency Agreement”) and made between the Issuer, Deutsche Bank AG, Hong Kong Branch as administration agent (the “Administration Agent”, which expression includes any successor administration agent appointed from time to time in connection with the Warrants) and Deutsche Bank AG, Hong Kong Branch as calculation agent (the “Calculation Agent”, which expression includes any successor calculation agent appointed from time to time in connection with the Warrants).

2.DEFINITIONS

Words and expressions defined in the Warrant Instrument shall have the same meanings when used in this Global Warrant Certificate.

3.REGISTERED HOLDER

This is to certify that:

[    ]

is the person registered in the warrant register maintained by the Administration Agent in relation to the Warrants (the “Register”) as the duly registered holder (the “Holder”) of:

[  ] ([  ]) WARRANTS

to purchase such number of Warrant Shares representing [ ]% of the Fully Diluted Share Capital as may be adjusted from time to time in accordance with the terms and conditions of the Warrant Instrument.

4.EXCHANGE

4.1After the occurrence of a Direct Rights Event in respect of a Beneficial Holder, and at the written request of such Beneficial Holder (“Direct Rights Notice”), this Global Warrant Certificate will be exchanged, in part, for duly authenticated and completed individual warrant certificates (“Individual Warrant Certificates”) in

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substantially the form (subject to completion) set out in Schedule 3 (Form of Individual Warrant Certificate) to the Warrant Instrument, such Individual Warrant Certificates to represent in aggregate such number of Warrants (and with such aggregate Entitlements) equal to the aggregate number of Warrants (and, as applicable, the aggregate Entitlements) to which such Beneficial Holder’s Entry relates as at the Determination Date in respect of such Beneficial Holder.

4.2If:

4.2.1Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme, Luxembourg (“Clearstream, Luxembourg”) is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business; or

4.2.2a Direct Rights Event occurs with respect to any Beneficial Holder, and the Beneficial Holders whose Entries (immediately prior to the giving by any Beneficial Holder of any Direct Rights Notice in respect of such Direct Rights Event) in aggregate relate to 50% or more of the Warrants represented by such Global Warrant Certificate (immediately prior to the giving by any Beneficial Holder of any Direct Rights Notice in respect of such Direct Rights Event) give Direct Rights Notices, whether separately or together, to the Administration Agent,

this Global Warrant Certificate will be exchanged, in whole but not in part only, for duly authenticated and completed Individual Warrant Certificates issued in favour of each of the Beneficial Holders, each representing in aggregate such number of Warrants (and with such aggregate Entitlements) equal to the aggregate number of Warrants (and, as applicable, the aggregate Entitlements) to which such Beneficial Holder’s Entry relates as at the Determination Date in respect of such Beneficial Holder.

5.DELIVERY OF INDIVIDUAL WARRANT CERTIFICATES

5.1Whenever this Global Warrant Certificate is to be exchanged in full for Individual Warrant Certificates, such Individual Warrant Certificates shall be issued, to the applicable Beneficial Holders for an aggregate number of Warrants (and with aggregate Entitlements) equal to the aggregate number of Warrants (and with aggregate Entitlements) represented by this Global Warrant Certificate, within five business days of the delivery, by or on behalf of the Holder, Euroclear and/or Clearstream, Luxembourg, to the Administration Agent of such information as is required to complete and deliver such Individual Warrant Certificates (including, without limitation, the names and addresses of the persons in whose names the Individual Warrant Certificates are to be registered and the number of Warrants and Entitlement of each such person to be represented by such Individual Warrant Certificates) against the surrender of this Global Warrant Certificate at the Specified Office of the Administration Agent.

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5.2Whenever this Global Warrant Certificate is to be exchanged in part for Individual Warrant Certificates, such Individual Warrant Certificates shall be issued, to each applicable Beneficial Holder for an aggregate number of Warrants (and with aggregate Entitlements) equal to the aggregate number of Warrants (and with aggregate Entitlements) to which such Beneficial Holder’s Entry relates as at the Determination Date in respect of such Beneficial Holder, within five business days of the delivery, by or on behalf of the Holder, Euroclear and/or Clearstream, Luxembourg, to the Administration Agent of such information as is required to complete and deliver such Individual Warrant Certificates (including, without limitation, the names and addresses of the persons in whose names the Individual Warrant Certificates are to be registered and the number of Warrants and Entitlement of each such person to be represented by such Individual Warrant Certificates). The number of Warrants and Entitlements represented by this Global Warrant Certificate shall be written down in accordance with paragraph 6 below by the number of the Warrants (and, as applicable, the Entitlements) represented by the Individual Warrant Certificates so issued.

5.3Such exchange shall be effected in accordance with the provisions of the Warrant Instrument, the Warrant Agency Agreement, and the regulations concerning the transfer and registration of Warrants scheduled thereto or contained therein and, in particular, shall be effected without charge to any Holder, but against such indemnity as the Administration Agent may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such exchange.  In this paragraph 5, “business day” means a day on which commercial banks are open for business (including dealings in foreign currencies) in the city in which the Administration Agent has its Specified Office.

6.WRITING UP OR DOWN

On each occasion on which:

a)additional Warrants (to be represented by this Global Warrant Certificate in accordance with Clause 2.1.1(d)(i) of the Warrant Instrument) are issued in accordance with Clause 2.1.1(c)  of the Warrant Instrument;

b)Individual Warrant Certificates are delivered in respect of any Warrants represented by this Global Warrant Certificate;

c)Purchase Rights are exercised in respect of any Warrants represented by this Global Warrant Certificate in accordance with Clause 4 (Purchase Rights and Mechanics of Exercise) of the Warrant Instrument;

d)Put Rights are exercised in respect of any Warrants represented by this Global Warrant Certificate in accordance with Clause 6 (Put and Other Rights) of the Warrant Instrument; or

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e)any other adjustment to the Warrants and/or Entitlements represented by this Global Warrant Certificate occurs in accordance with the terms of the Warrant Instrument,

the Issuer shall procure that the changes to the number of Warrants and/or the Entitlements represented by this Global Warrant Certificate (and adjusted number of Warrants and/or the adjusted Entitlements represented by this Global Warrant Certificate) are noted by the Administration Agent in the First Schedule hereto, whereupon the number of Warrants and the Entitlements represented by this Global Warrant Certificate shall for all purposes be as most recently so noted.

7.WARRANT INSTRUMENT APPLIES

Save as otherwise provided herein and until this Global Warrant Certificate has been exchanged in full as provided herein or cancelled in accordance with the Warrant Instrument and/or the Warrant Agency Agreement, the Holder of this Global Warrant Certificate shall have the benefit of, and be subject to, the Warrant Instrument and, for the purposes of this Global Warrant Certificate, any reference in the Warrant Instrument to “Warrant Certificate” or “Warrant Certificates” shall, except where the context otherwise requires, be construed so as to include this Global Warrant Certificate.

8.NOTICES

Notwithstanding Clause 18 (Notices) of the Warrant Instrument, while Warrants are represented by this Global Warrant Certificate and this Global Warrant Certificate is deposited with a common depositary for Euroclear or Clearstream, Luxembourg any notice to Holders of Warrants represented by this Global Warrant Certificate may be given by delivery of the relevant notice to Euroclear or Clearstream, Luxembourg (as applicable) and, in any case, such notice shall be deemed to have been given to the Holders of Warrants represented by this Global Warrant Certificate in accordance with Clause 18 (Notices) of the Warrant Instrument on the date of delivery of such notice to Euroclear or Clearstream, Luxembourg (as applicable).

9.DETERMINATION OF ENTITLEMENT

This Global Warrant Certificate is evidence of Entitlement only and is not a document of title.  Entitlements are determined by the Register.

10.AUTHENTICATION

This Global Warrant Certificate shall not be valid for any purpose until it has been authenticated for and on behalf of Deutsche Bank AG, Hong Kong Branch as Administration Agent.

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11.GOVERNING LAW

This Global Warrant Certificate is governed by, and shall be construed in accordance with, Hong Kong law.

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AS WITNESS the manual or facsimile signature of a duly authorised person on behalf of the Issuer.

PREMIUM SINO FINANCE LIMITED

By:
	(duly authorised)

ISSUED on [   ] 20[  ]

AUTHENTICATED for and on behalf of

DEUTSCHE BANK AG, HONG KONG BRANCH

as Administration Agent

without recourse, warranty or liability

By:
	(duly authorised)

EACH WARRANT IS TRANSFERABLE PRIOR TO EXERCISE IN FULL OF SUCH WARRANT IN ACCORDANCE WITH THE PROVISIONS OF THE WARRANT INSTRUMENT.

THE WARRANTS HAVE THE BENEFIT OF CERTAIN SECURITY DESCRIBED IN THE SECURITY TRUST DEED, AND SUCH SECURITY IS SUBJECT TO THE TERMS OF THE SECURITY TRUST DEED.

THE WARRANTS (AND THE ENTITLEMENTS ATTRIBUTABLE TO SUCH WARRANTS) SHALL ONLY BECOME EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS (BUT SHALL AUTOMATICALLY BECOME EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS) UPON THE APPLICABLE UTILISATION DATE AS DESCRIBED IN CLAUSE 2.1.2 OF THE WARRANT INSTRUMENT.

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FIRST SCHEDULE TO GLOBAL WARRANT CERTIFICATE
CHANGES TO ENTITLEMENTS

Date of
change Nature of
change Increase/
decrease in
Entitlement
represented by
this Global
Warrant
Certificate Total remaining 
Entitlement
represented by
this Global
Warrant
Certificate after
the change Increase/
decrease in
number of
Warrants
represented by
this Global
Warrant
Certificate Total remaining
number of
Warrants
represented by
this Global
Warrant
Certificate after
the change Authorised
signature

74

SECOND SCHEDULE TO GLOBAL WARRANT CERTIFICATE

FORM OF TRANSFER

FOR VALUE RECEIVED                                                     , being the registered holder of this Global Warrant Certificate, hereby transfers to                                                                                                                                                                                                                               of                                                                                                                                                                                                                                

                                            in number of Warrants with an aggregate Entitlement of                              % and irrevocably requests and authorises Deutsche Bank AG, Hong Kong Branch, in its capacity as administration agent in relation to the Warrants (or any successor to Deutsche Bank AG, Hong Kong Branch, in its capacity as such) to effect the relevant transfer by means of appropriate entries in the register kept by it.

“Warrants” means the Warrants (as defined in the Warrant Instrument).

“Warrant Instrument” means the Instrument constituting Tranche [•] warrants to purchase shares in Sinotech Energy Limited dated [   ] entered into by, among others, Premium Sino Finance Limited, Sinotech Energy Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng (as amended or supplemented from time to time).

Dated:
By:
	(duly authorised)

Notes

The name of the person by or on whose behalf this form of transfer is signed must correspond with the name of the registered holder as it appears on the face of this Warrant Certificate.

A representative of such registered holder should state the capacity in which he signs, e.g. executor.

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The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the Administration Agent may require.

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ADMINISTRATION AGENT

Deutsche Bank AG, Hong Kong Branch

Cheung Kong Center
2 Queen’s Road Central
Hong Kong

CALCULATION AGENT

Deutsche Bank AG, Hong Kong Branch

Cheung Kong Center
2 Queen’s Road Central
Hong Kong

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SCHEDULE 3
FORM OF INDIVIDUAL WARRANT CERTIFICATE

THIS WARRANT AND THE SHARES ACQUIRABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, THIS WARRANT MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCES. THIS WARRANT IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE WARRANT INSTRUMENT DATED AS OF [        ] AND THE WARRANT AGENCY AGREEMENT DATED AS OF [                            ], COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE ADMINISTRATION AGENT OR ANY SUCCESSOR THERETO.  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT THE HOLDER IS A PERSON OUTSIDE THE UNITED STATES PURCHASING WARRANTS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS WARRANT OR THE SHARES ACQUIRABLE UPON EXERCISE OF THIS WARRANT EXCEPT (A) TO PREMIUM SINO FINANCE LIMITED (THE “ISSUER”) OR ITS AFFILIATES; (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE); (E) PURSUANT TO ANY AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT (PROVIDED THAT AS A CONDITION TO THE REGISTRATION OF TRANSFER OF ANY WARRANTS OTHERWISE THAN AS DESCRIBED HEREIN, THE ISSUER OR THE ADMINISTRATION AGENT MAY, IN CIRCUMSTANCES THAT ANY OF THEM DEEMS APPROPRIATE, REQUIRE EVIDENCE AS TO COMPLIANCE WITH ANY SUCH EXEMPTION); OR (F) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF THE REGULATION S UNDER THE SECURITIES ACT; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS WARRANT IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

PREMIUM SINO FINANCE LIMITED

(Incorporated in the British Virgin Islands)

INDIVIDUAL WARRANT CERTIFICATE

Serial No: [    ] Date of Issue: [    ]

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1.INTRODUCTION

This Individual Warrant Certificate is issued in respect of in aggregate [  ] Tranche B warrants which entitle the holder thereof to purchase such number of shares in the capital of Sinotech Energy Limited (the “Company”) representing in aggregate [ ]% of the Fully Diluted Share Capital (the “Warrants”) constituted and issued by Premium Sino Finance Limited (the “Issuer”).  The Warrants are constituted by the Instrument constituting Tranche [•] warrants to purchase shares in Sinotech Energy Limited dated [  ] (as amended or supplemented from time to time, the “Warrant Instrument”) by, among others, the Issuer, the Company, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng and are the subject of a warrant agency agreement dated [   ] (as amended or supplemented from time to time, the “Warrant Agency Agreement”) and made between the Issuer, Deutsche Bank AG, Hong Kong Branch as administration agent (the “Administration Agent”, which expression includes any successor administration agent appointed from time to time in connection with the Warrants) and Deutsche Bank AG, Hong Kong Branch as calculation agent (the “Calculation Agent”, which expression includes any successor calculation agent appointed from time to time in connection with the Warrants).

2.DEFINITIONS

Words and expressions defined in the Warrant Instrument shall have the same meanings when used in this Individual Warrant Certificate.

3.REGISTERED HOLDER

This is to certify that:

[    ]

is the person registered in the warrant register maintained by the Administration Agent in relation to the Warrants (the “Register”) as the duly registered holder (the “Holder”) of:

[  ] ([  ]) WARRANTS

to purchase such number of Warrant Shares representing [ ]% of the Fully Diluted Share Capital as may be adjusted from time to time in accordance with the terms and conditions of the Warrant Instrument.

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4.WRITING UP OR DOWN

On each occasion on which:

a)Purchase Rights are exercised in respect of any Warrants represented by this Individual Warrant Certificate in accordance with Clause 4 (Purchase Rights and Mechanics of Exercise) of the Warrant Instrument;

b)Put Rights are exercised in respect of any Warrants represented by this Individual Warrant Certificate in accordance with Clause 6 (Put and Other Rights) of the Warrant Instrument; or

c)any other adjustment to the number of Warrants and/or Entitlements represented by this Individual Warrant Certificate occurs in accordance with the terms of the Warrant Instrument,

the Issuer shall procure that the changes to the number of Warrants and/or the Entitlements represented by this Individual Warrant Certificate (and the adjusted number of Warrants and/or the adjusted Entitlements represented by this Individual Warrant Certificate) are noted by the Administration Agent in the Register, whereupon the number of Warrants and the Entitlements represented by this Individual Warrant Certificate shall for all purposes be as most recently so noted.

5.DETERMINATION OF ENTITLEMENT

This Individual Warrant Certificate is evidence of Entitlement only and is not a document of title.  Entitlements are determined by the Register.

6.AUTHENTICATION

This Individual Warrant Certificate shall not be valid for any purpose until it has been authenticated for and on behalf of Deutsche Bank AG, Hong Kong Branch as Administration Agent.

7.GOVERNING LAW

This Individual Warrant Certificate is governed by, and shall be construed in accordance with, Hong Kong law.

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AS WITNESS the manual or facsimile signature of a duly authorised person on behalf of the Issuer.

PREMIUM SINO FINANCE LIMITED

By:
	(duly authorised)
ISSUED on [  ] 20[  ]
AUTHENTICATED for and on behalf of
DEUTSCHE BANK AG, HONG KONG BRANCH
as Administration Agent
without recourse, warranty or liability
By:
	(duly authorised

EACH WARRANT IS TRANSFERABLE PRIOR TO EXERCISE IN FULL OF SUCH WARRANT IN ACCORDANCE WITH THE PROVISIONS OF THE WARRANT INSTRUMENT.

THE WARRANTS HAVE THE BENEFIT OF CERTAIN SECURITY DESCRIBED IN THE SECURITY TRUST DEED, AND SUCH SECURITY IS SUBJECT TO THE TERMS OF THE SECURITY TRUST DEED.

THE WARRANTS (AND THE ENTITLEMENTS ATTRIBUTABLE TO SUCH WARRANTS) SHALL ONLY BECOME EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS (BUT SHALL AUTOMATICALLY BECOME EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS) UPON THE APPLICABLE UTILISATION DATE AS DESCRIBED IN CLAUSE 2.1.2 OF THE WARRANT INSTRUMENT.

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FIRST SCHEDULE TO INDIVIDUAL WARRANT CERTIFICATE
CHANGES TO ENTITLEMENTS

Date of
change Nature of
change Increase/
decrease in
Entitlement
represented by
this Individual
Warrant
Certificate Total remaining 
Entitlement
represented by
this Individual
Warrant
Certificate after
the change Increase/
decrease in
number of
Warrants
represented by
this Individual
Warrant
Certificate Total remaining
number of
Warrants
represented by
this Individual
Warrant
Certificate after
the change Authorised
signature

82

SECOND SCHEDULE TO INDIVIDUAL WARRANT CERTIFICATE

FORM OF TRANSFER

FOR VALUE RECEIVED                                                    , being the registered holder of this Individual Warrant Certificate, hereby transfers to                                                                                                                                                                                                                                         of                                                                                                                                                                                                                             

                                                            in number of Warrants with an aggregate Entitlement of                              % and irrevocably requests and authorises Deutsche Bank AG, Hong Kong Branch, in its capacity as administration agent in relation to the Warrants (or any successor to Deutsche Bank AG, Hong Kong Branch, in its capacity as such) to effect the relevant transfer by means of appropriate entries in the register kept by it.

“Warrants” means the Warrants (as defined in the Warrant Instrument).

“Warrant Instrument” means the Instrument constituting Tranche B warrants to purchase shares in Sinotech Energy Limited dated [     ] by, among others, Premium Sino Finance Limited, Sinotech Energy Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng (as amended or supplemented from time to time).

Dated:
By:
	(duly authorised)

Notes

The name of the person by or on whose behalf this form of transfer is signed must correspond with the name of the registered holder as it appears on the face of this Warrant Certificate.

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A representative of such registered holder should state the capacity in which he signs, e.g. executor.

The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the Administration Agent may require.

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ADMINISTRATION AGENT

Deutsche Bank AG, Hong Kong Branch

Cheung Kong Center
2 Queen’s Road Central
Hong Kong

CALCULATION AGENT

Deutsche Bank AG, Hong Kong Branch

Cheung Kong Center
2 Queen’s Road Central
Hong Kong

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SCHEDULE 4
FORM OF EXERCISE NOTICE

To:Premium Sino Finance Limited

[name of Administration Agent] as Administration Agent

Date:

[Note: Insert appropriate alternative for (i) upon a Qualifying IPO, (ii) after a Qualifying IPO,  or (iii) Exit Event]

[Alternative A — Upon a Qualifying IPO][Subject to the occurrence of a Qualifying IPO, we hereby exercise the Purchase Rights in respect of [·] Warrants with an aggregate Entitlement of [·]%, being [all][part] of the Warrants represented by this Warrant Certificate, to purchase Warrant Shares on [·] (currently contemplated to be around [insert date]) and we undertake to pay the aggregate Purchase Price payable in respect of such Warrant Shares on [·], by cheque or otherwise.

[We hereby direct the Issuer to transfer the following Warrant Shares to the following proposed transferee(s):

[Warrant Shares relating to
Entitlement in following
percentage (expressed asa percentage of the FullyDiluted Share Capital)] Name of proposed transferee Address of proposed
transferee

To the extent that the Warrant Shares have not been registered pursuant to the United States Securities Act of 1933, as amended (the “Securities Act”), we hereby certify that the beneficial owner of the Warrant(s) being exercised: a) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and will not, except as permitted by Rule 144A under the Securities Act directly or indirectly transfer Warrant Shares in relation to the exercise of such Warrant(s) to any Person who is not a “qualified institutional buyer” or b) will not, except as is permitted by the “offshore transactions requirement” of Regulation S under the Securities Act, directly or indirectly offer, sell or deliver the Warrant Shares in the United States, or to a U.S. Person.

Share certificate(s) for such Warrant Shares together with any other documents required to be delivered under Clause 4.3 (Procedure for exercise) of the Warrant Instrument should be sent by registered post to [insert address], marked for the attention of [insert name].]

[Alternative B — After a Qualifying IPO][We hereby exercise the Purchase Rights in respect of [·] Warrants with an aggregate Entitlement of [·]%, being [all][part] of the Warrants represented by this Warrant Certificate, to purchase Warrant Shares on [insert date] and we

86

undertake to pay the aggregate Purchase Price payable in respect of such Warrant Shares on such date, by cheque or otherwise.

[We hereby direct the Issuer to transfer the following Warrant Shares to the following proposed transferee(s):

[Warrant Shares relating to
Entitlement in following
percentage (expressed
as a percentage of the Fully
Diluted Share Capital)] Name of proposed transferee Address of proposed
transferee

To the extent that the Warrant Shares have not been registered pursuant to the United States Securities Act of 1933, as amended (the “Securities Act”), we hereby certify that the beneficial owner of the Warrant(s) being exercised: a) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and will not, except as permitted by Rule 144A under the Securities Act directly or indirectly transfer Warrant Shares in relation to the exercise of such Warrant(s) to any Person who is not a “qualified institutional buyer” or b) will not, except as is permitted by the “offshore transactions requirement” of Regulation S under the Securities Act, directly or indirectly offer, sell or deliver the Warrant Shares in the United States, or to a U.S. Person.

Share certificate(s) for such Warrant Shares together with any other documents required to be delivered under Clause 4.3 (Procedure for exercise) of the Warrant Instrument should be sent by registered post to [insert address], marked for the attention of [insert name].]

[Alternative C — Exit Event][Subject to the occurrence of an Exit Event, we hereby exercise the Purchase Rights in respect of [·] Warrants with an aggregate Entitlement of [·]%, being [all][part] of the Warrants represented by this Warrant Certificate, to purchase Warrant Shares and request the Issuer to pay the Cash Settlement Amount on the Exit Date (or within three Business Days from the date on which the Exit Price (relating to such exercise) is finally determined in accordance with the provisions of Clause 4.5 (Exit Price) of the Warrant Instrument) into the following account:

Details of Cash Settlement Account:

Name of Beneficiary:	[ ]
Name of Bank:	[ ]
Bank Account Number:	[ ]
Sort code:	[ ]]**

** Note that this alternative C applies only in the case of an Exit Event.

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[end of alternatives]

Unless otherwise provided in the Warrant Instrument (including without limitation Clause 5.2 (Revocation) thereof), once given this Exercise Notice is irrevocable.

Defined terms used herein, unless otherwise defined herein, shall have the same meaning as those in the Instrument constituting Tranche B warrants to purchase shares in Sinotech Energy Limited dated [      ] (as amended and/or supplemented from time to time, “Warrant Instrument”) entered into by, inter alia, Premium Sino Finance Limited, Sinotech Energy Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng.

SIGNED by	)
for and on behalf of	)
[Name of Warrant Holder]	)

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SCHEDULE 5
REGISTER, TRANSFERS AND NOTICES

The provisions of this Schedule 5 are subject to the provisions of the Warrant Agency Agreement.  In the event of any inconsistency between the provisions of this Schedule 5 and the provisions of the Warrant Agency Agreement, the provisions of the Warrant Agency Agreement shall prevail.

1.REGISTER

1.1The Issuer shall appoint the Administration Agent to keep the Register on behalf of the Issuer and shall ensure that the Administration Agent complies with, and carries out its duties according to, the provisions set out in this Schedule 5.

1.2The Administration Agent shall promptly enter in the Register:

1.2.1the name and address of each Warrant Holder for the time being;

1.2.2the number of Warrants held by each Warrant Holder, the Entitlement in respect of such Warrants and the number of Warrant Shares for which each Warrant Holder is entitled to purchase pursuant to such Warrants as adjusted in accordance with this Instrument from time to time;

1.2.3the date on which the name of each Warrant Holder is entered in the Register in respect of the Warrants registered in its name;

1.2.4the date on which all or any part of the Purchase Rights or the Put Rights in respect of the Warrants held by each Warrant Holder are exercised, or all or any part of the Warrants are transferred or cancelled; and

1.2.5an annotation in respect of any Encumbrance created over any of the Warrants and the Person in whose favour the Encumbrance is created as notified by the relevant Warrant Holder.

1.3Any change in the name or address of any Warrant Holder shall be notified to the Administration Agent and the Issuer by the Warrant Holder as soon as reasonably practicable following such change, following which the Administration Agent shall promptly update the Register accordingly.  Each Warrant Holder or any Person authorised by a Warrant Holder shall be entitled at all reasonable times during office hours upon one Business Day’s notice to inspect the Register and to take copies of or extracts from it.   A Warrant Holder shall be entitled to receive a certified true copy of the Register certified by an officer of the Issuer free of charge within five Business Days upon a written request of a Warrant Holder.

1.4The Administration Agent and the Issuer shall be entitled to treat the Person whose name is shown in the Register as a Warrant Holder as the absolute owner of a Warrant and, accordingly, shall not be bound (except as ordered by a court of competent jurisdiction or as required by law) to recognise any equitable or other claim to, or

89

interest in, such Warrant (save for any interest or claim in respect of any Encumbrance of which the Register contains an annotation as described in paragraph 1.2.5 of this Schedule) on the part of any other Person whether or not it has express or other notice of such claim or interest.

1.5Every Warrant Holder shall be recognised by the Administration Agent and the Issuer as entitled to its Warrants free from any equity, set-off or cross-claim on the part of the Issuer against the original or any intermediate holder of such Warrants.

2.TRANSFERS

2.1Every transfer of Warrants (in whole or in part) shall be made by an instrument of transfer in the form set out in the Second Schedule to the applicable Warrant Certificate (in respect of such Warrants). Any one Warrant may only be transferred in whole and not in part.

2.2The instrument of transfer of a Warrant shall be signed by or on behalf of the transferor.  The transferor shall be deemed to remain the holder of the applicable Warrant until the name of the transferee is entered in the Register in respect of that Warrant.

2.3The Issuer and the Administration Agent may decline to recognise any transfer of a Warrant unless the relevant instrument of transfer is delivered to the Administration Agent and copied to the Issuer accompanied by the Warrant Certificate to which it relates (or an indemnity in respect thereof) and such other evidence as the Administration Agent may reasonably require to show the right of the transferor to make the transfer.  The Administration Agent may waive production of any Warrant Certificate upon production of satisfactory evidence of the loss or destruction of such instrument together with such indemnity as it may reasonably require.  Subject to the foregoing provisions of this paragraph and paragraph 2.4 below, the Issuer may not decline to recognise any instrument of transfer and must (or ensure that the Administration Agent) register the transfer of the Warrant(s) in accordance with this Schedule 5.

2.4The Administration Agent shall not register any transfer of a Warrant in respect of which an annotation has been entered in the Register showing that an Encumbrance has been created in respect of such Warrant, except where such transfer is in favour of the beneficiary of such Encumbrance as shown in such annotation or to such other Person as shall be directed in writing by such beneficiary.

2.5Any transfer of a Warrant which complies with this paragraph 2 shall be recorded in the Register within five Business Days following receipt by the Administration Agent of the relevant instrument of transfer.

2.6The Issuer shall not be entitled to charge any fee for the registration of a transfer of a Warrant or for registering an annotation of Encumbrance in respect of any Warrant.

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2.7The registration of a transfer shall be conclusive evidence of the approval by the board of the directors of the Issuer of the transfer.

3.NOTICES

3.1Each Warrant Holder shall register with the Administration Agent an address (“Notice Address”) and facsimile number to which notices can be sent and if any Warrant Holder fails so to do, notice may be given to that Warrant Holder by sending the same by any of the methods referred to in paragraph 3.2 of this Schedule to its registered address.

3.2Notices and other communications to Warrant Holders, the Administration Agent, the Calculation Agent, the Issuer, the Company, any other Warrant Guarantor or the Founder shall be in writing and shall be delivered either personally, sent by courier or by facsimile.   Any notice or other communication to be given by the Issuer, the Company, any other Warrant Guarantor, the Founder or the Calculation Agent to any Warrant Holder shall be sent through the Administration Agent.   Any notice or other communication to be given by any Warrant Holder to the Issuer, the Company, any other Warrant Guarantor, the Founder or the Calculation Agent shall be sent through the Administration Agent.

3.3A notice or other communication given pursuant to the provisions of paragraph 3.2 of this Schedule shall be deemed to have been served:

3.3.1at the time of delivery (or where such time is outside the normal business hours of the recipient, on the opening of the next following Business Day), if delivered personally;

3.3.2three Business Days after posting it if sent by courier;

in each case:

(a)to a Warrant Holder, at its Notice Address (if there is none, its registered address); or

(b)to the Issuer, at:

Premium Sino Finance Limited
Address:天津市塘沽区新北路4668号滨海创新创业园21-B4楼
Telephone:+86 22 6635 1185
Fax:+86 22 6635 1181
Attention:Mr Liu Qingzeng; or

(c)to the Company, at:

Sinotech Energy Limited

Address:3/F, No. 19 Ronghua South Road, Beijing Economic-Technological Development Area, Beijing 100176, People’s Republic of China

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Telephone:+86 10 8712 5555

Fax:+86 10 8712 5500

Attention:Chief Executive Officer

(d)to Holdco, at:

Superport Limited
Address:天津市塘沽区新北路4668号滨海创新创业园21-B4楼
Telephone:+86 22 6635 1185
Fax:+86 22 6635 1181
Attention:Mr Liu Qingzeng; or

(e)to Parentco, at:

International Petroleum Services Corporation Limited

Address:北京经济技术开发区荣华南路19号中铁十九局大厦3F15

Telephone:+86-10-8712-5567

Fax:+86-10-8712-5500

Attention:Mr Liu Qingzeng

(f)to the Founder, at:

Mr Liu Qingzeng
Address:天津市塘沽区新北路4668号滨海创新创业园21-B4楼
Telephone:+86 22 6635 1185
Fax:+86 22 6635 1181
Attention:Mr Liu Qingzeng; or

(g)to the Administration Agent, at:

Address:Deutsche Bank AG, Hong Kong Branch, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong

Fax:+852 2203 7320 / 7323

Attention:Trust and Securities Services; or

(h)to the Calculation Agent, at
Address:55th Floor, Cheung Kong Center, Queen’s Road Central, Hong Kong
Telephone:+852 2203 8787
Fax:+852 2203 7266
Attention:Rowena Yue, Kari Cheng and Shu Duan,

or (in each case) to such other address as such other address as the applicable addressee of such notice or communication shall have notified to the sender of such notice or communication with not less than 5 Business Days’ notice; or

3.3.3when the sender’s facsimile machine receives a confirmation of transmission report (or where such time is outside the normal business hours of the

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applicable addressee, on the opening of the next following Business Day) if delivered by facsimile.

3.4Any Person who, whether by operation of law, transfer or other means whatsoever, becomes entitled to any Warrant shall be bound by every notice properly given to the Person from whom it derives its title to such Warrant.

3.5When a given number of days’ notice is required to be given, the day of service shall be included but the day upon which such notice will expire shall not be included in calculating the number of days.

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SCHEDULE 6
PUT EXERCISE NOTICE

To:Premium Sino Finance Limited

[name of Administration Agent] as Administration Agent

Date:

Instrument constituting Tranche [•] warrants to purchase shares in Superport Limited dated [        ] (as amended and/or supplemented from time to time, the “Warrant Instrument”) entered into by, among others, Premium Sino Finance Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng

[Subject to the occurrence of the No IPO Put Event,]*[We note that an Acceleration Put Event has occurred and]** we hereby request the Issuer to purchase [all of the Warrants][[·] Warrants with an aggregate Entitlement of [·]%] of which we are the Warrant Holder upon the terms set out in the Warrant Instrument.  Unless otherwise provided in the Warrant Instrument, once given this Put Option Notice is irrevocable [(subject to the occurrence of the No IPO Put Event)]***.

Please pay the Put Payment into the following account:

Details of Put Payment Account:

Name of Beneficiary:	[  ]
Name of Bank:	[  ]
Bank Account Number:	[  ]
Sort code:	[  ]

Defined terms used herein, unless otherwise defined herein, shall have the same meaning as those in the Warrant Instrument.

SIGNED by	)
for and on behalf of	)
[Name of Warrant Holder]	)

* Insert in the case of exercise of any Put Right in respect of the No IPO Put Event.

** Insert in the case of exercise of any Put Right in respect of any Acceleration Put Event.

*** Insert in the case of exercise of any Put Right in respect of the No IPO Put Event.

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SCHEDULE 7
PUT PAYMENT

The amount of the “Put Payment” payable to a Warrant Holder upon the exercise by such Warrant Holder of the Put Rights in respect of any of the Warrants under Clause 6.3 (Purchase of Warrants) of this Instrument in respect of a Put Event shall be determined in accordance with the following formula:

US$8.905 per Warrant

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SCHEDULE 8
REGISTRATION RIGHTS

1DEMAND REGISTRATION

1.1Request for Registration. At any time and from time to time on or after twelve months after a Qualifying IPO in the United States, the holders of Transaction Registrable Securities may make a written demand for registration under the Securities Act of all or part of their Transaction Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number and type of Transaction Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Transaction Registrable Securities of the demand within ten (10) days from the receipt of the Demand Registration, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Transaction Registrable Securities in the Demand Registration (each such holder wishing to include any Transaction Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Transaction Registrable Securities included in the Demand Registration, subject to Section 1.4.  “Transaction Demanding Holders” means Demanding Holders and all other holder(s) of Transaction Registrable Securities wishing to include any Transaction Registrable Securities in such registration.

1.2Effective Registration. A registration will not count as a Demand Registration until a registration statement filed with the United States Securities and Exchange Commission (the “Commission”) with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement or otherwise with respect thereto; provided, however, if, after such registration statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the registration statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Transaction Demanding Holders thereafter elect to continue the offering; provided, further, the Company shall not be obligated to file a second registration statement until a registration statement that has been filed is counted as a Demand Registration or is terminated.

1.3Underwritten Offering. If a majority-in-interest of the Transaction Demanding Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration, the offering of such Transaction Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, the right of any holder to include its Transaction Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting

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and the inclusion of such holder’s Transaction Registrable Securities in the underwriting to the extent provided herein. All Transaction Demanding Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with theunderwriter or underwriters selected for such underwriting by a majority-in-interest of the Transaction Demanding Holders initiating the Demand Registration.

1.4Reduction of Offering. If the managing underwriter or underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Transaction Registrable Securities which the Transaction Demanding Holders desire to sell, taken together with all other shares of common stock or other securities which the Company desires to sell and the shares of common stock, if any, as to which registration has been requested pursuant to written contractual piggyback registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in such registration: (i) first, the Transaction Registrable Securities as to which Demand Registration has been requested by the Transaction Demanding Holders (pro rata in accordance with the number of shares of Registrable Securities which such Transaction Demanding Holders have requested be included in such registration, regardless of the number of shares of Transaction Registrable Securities held by each Transaction Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of common stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of common stock (and any other applicable securities) of the Company that the Company is obligated to register pursuant to Other Warrant Instruments and that can be sold without exceeding the Maximum Number of Shares; (iv) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of common stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fifth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), (iii) and (iv), the shares of common stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

1.5Withdrawal. If a majority-in-interest of the Transaction Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their

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Transaction Registrable Securities in any offering, such majority-in-interest of the Transaction Demanding Holders may elect to withdraw from such offering by giving written notice to the Company and the underwriter or underwriters of their request to withdraw prior to the effectiveness of the registration statement filed with the Commission with respect to such Demand Registration.  In such event, the Company need not seek effectiveness of such registration statement for the benefit of other investors.  If the majority-in-interest of the Transaction Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in Section 1.1, provided that the majority-in-interest of the Transaction Demanding Holders electing to so withdraw from the offering pays all costs and expenses incurred by the Company in connection with such withdrawn Demand Registration.  If the majority-in-interest of the Transaction Demanding Holders does not pay all costs and expenses incurred by the Company in connection with such withdrawn Demand Registration, then it shall count as a Demand Registration provided for in Section 1.1.

1.6Permitted Delays. The Company shall be entitled to postpone, for up to sixty (60) days, the filing of any registration statement under this Section 1 if (a) at any time prior to the filing of such registration statement the Company’s Board of Directors determines, in its good faith business judgment, that such registration and offering would materially and adversely affect any financing, acquisition, corporate reorganization, or other material transaction involving the Company, and (b) the Company delivers to the Transaction Demanding Holders written notice thereof within five (5) business days of the date of receipt of such request for Demand Registration.

2.PIGGYBACK REGISTRATION

2.1Piggyback Rights. If at any time the Company proposes to file a registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, including a Qualifying IPO in the United States, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a registration statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Transaction Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Transaction Registrable Securities in such notice the opportunity to register the sale of such number of shares of Transaction Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Transaction Registrable

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Securities to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Transaction Registrable Securities requested to be included in a Piggyback Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Transaction Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Transaction Registrable Securities proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Notwithstanding Section 2.2 below, no less than 25% of the aggregate amount of any equity securities to be registered in connection with  any proposed offering by the Company shall be reserved for the registration of the Transaction Registrable Securities.

2.2Reduction of Offering. If the managing underwriter or underwriters for a Piggyback Registration that is to be an underwritten offering advises the Company and the holders of Transaction Registrable Securities in writing that the dollar amount or number of shares of common stock which the Company desires to sell, taken together with shares of common stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Transaction Registrable Securities, the Transaction Registrable Securities as to which registration has been requested under this provision (and/or the equivalent provisions of the other Transaction Warrant Instruments), and the shares of common stock, if any, as to which registration has been requested pursuant to the written contractual piggyback registration rights of other shareholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:

(i)If the registration is undertaken for the Company’s account: (A) first, the shares of common stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of common stock or other securities, if any, including the Transaction Registrable Securities as to which registration has been requested pursuant to the applicable written contractual piggyback registration rights of such security holders (pro rata in accordance with the number of shares of common stock which each such person has actually requested to be included in such registration, regardless of the number of shares of common stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of shares has not been reached under the foregoing clauses (A) and (B), the shares of common stock (and any other applicable securities) of the Company  that the Company is obligated to register pursuant

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to Other Warrant Instruments (pro rata in accordance with the number of shares of common stock which have actually been requested to be included in such registration, regardless of the number of shares of common stock with respect to which such requesting persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; (D) fourth, to the extent that the Maximum Number of shares has not been reached under the foregoing clauses (A), (B), and (C), the shares of common stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggyback registration rights with such persons (pro rata in accordance with the number of shares of common stock which each such person has actually requested to be included in such registration, regardless of the number of shares of common stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and

(ii)If the registration is a “demand” registration undertaken at the demand of persons other than the holders of Transaction Registrable Securities or pursuant to contractual arrangements with such persons, (A) first, the shares of common stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of common stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Transaction Registrable Securities as to which registration has been requested under this provision (and/or the equivalent provisions of other Transaction Warrant Instruments) (pro rata in accordance with the number of shares of Transaction Registrable Securities held by each such holder); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of common stock (and any other applicable securities) of the Company that the Company is obligated to register, if any, as to which registration has been requested pursuant to Other Warrant Instruments and that can be sold without exceeding the Maximum Number of Shares; and (E) fifth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B), (C) and (D), the shares of common stock or other securities for the account of other persons that the Company is obligated to register, if any, as to which registration has been requested pursuant to written contractual arrangements with such persons that can be sold without exceeding the Maximum Number of Shares.

2.3Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggyback Registration by giving

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written notice to the Company of such request to withdraw prior to the effectiveness of the registration statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may also elect to withdraw a registration statement at any time prior to the effectiveness of the registration statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggyback Registration.

2.4Permitted Delays. The Company shall be entitled to postpone, for up to sixty (60) days, the filing of any registration statement under this Section 2, if (a) at any time prior to the filing of such registration statement the Company’s Board of Directors determines, in its good faith business judgment, that such registration and offering would materially and adversely affect any financing, acquisition, corporate reorganization, or other material transaction involving the Company, and (b) the Company delivers to the holder of the Transaction Registrable Securities requesting a Piggyback Registration, written notice thereof within five (5) business days of the date of receipt of such request for Piggyback Registration.

3.REGISTRATION EXPENSES

The Company shall bear all fees and expenses incurred in connection with the performance of its obligations under Schedule 8 and shall reimburse the Transaction Demanding Holders for the reasonable fees, expenses and disbursements of the legal counsel.  Such fees and expenses shall include, without limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing of prospectuses and certificates for Warrant Shares to be issued upon exercise of the Warrants; (iv) all fees and disbursements of counsel to the Company; (v) all application and filing fees in connection with listing the Warrant Shares on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of independent certified public accountants of the Company.  The Company shall bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal, accounting or other duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company.

4.INDEMNIFICATION

4.1The Company shall defend, protect, indemnify and hold harmless each Holder of Transaction Registrable Securities covered by any registration statement, its directors, officers, partners, members, direct or indirect investors, employees and each person, if any, who controls any such Holder within the meaning of either the Securities Act or otherwise, and any of the foregoing persons’ agents or other representatives (collectively referred to as the “Indemnified Holder Parties”) from and against any and all losses, claims, damages, actions, causes of action, suits, costs, penalties, fees, liabilities, joint or several, and expenses in connection thereof, and including reasonable attorneys’ fees and disbursements (collectively, the “Liabilities”) to which

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any of them may become subject, under the Securities Act or otherwise, insofar as such Liabilities arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or in any prospectus, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein (in the case of any prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse each such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending any such action or claim; provided, however, that the Company shall not be liable in any such case to any Indemnified Holder Party to the extent that any Liabilities arise out of or are based upon Holder Information (as defined below) provided by or on behalf of such Indemnified Holder Party.  This indemnity agreement will be in addition to any liability that the Company may otherwise have.

4.2Each Holder, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors and officers and each person, if any, who controls the Company within the meaning of either the Securities Act or otherwise (collectively, the “Indemnified Company Parties”), to the same extent as the foregoing indemnity from the Company to the Indemnified Holder Parties and shall reimburse each such Indemnified Company Party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any Liabilities, but only with reference to Liabilities that arise out of or are based upon a statement or an omission or an alleged omission in reliance upon or in conformity with Holder Information supplied by such Holder.  In no event shall any Holder be liable or responsible for any amount in excess of the net proceeds to such Holder as a result of the sale of any securities pursuant to such registration statement by reason of such untrue or alleged untrue statement or omission or alleged omission.  This indemnity agreement will be in addition to any liability that such Holder may otherwise have.

5.RULES 144 AND 144A

The Company covenants that, if at any time during which any Transaction Registrable Securities that are represented by certificates that bear a restricted legend remain outstanding it is subject to an obligation to file reports with the SEC pursuant to Section 13(a) and 15(d) of the Exchange Act, it shall use its reasonable best efforts to file such reports in a timely manner.  If at any time during which any such “restricted securities” remain outstanding the Company is not required to file such reports, it will, upon request of any Holder, take such actions as may be required from time to time to permit sales pursuant to (i) Rule 144A, or (ii) any similar rules or regulations adopted by the SEC after the date of this Agreement.  The Company further covenants that, for as long as any restricted securities remain outstanding, it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell such restricted securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144, (ii) Rule 144A, or (iii) any similar rules or regulations adopted by the SEC after

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the date of this Agreement.  Upon the written request of any holder of restricted securities, the Company shall deliver to such holder a written statement as to whether it has complied with such requirements.

For purposes of this provision, “Registrable Securities” shall mean the Warrant Shares owned or held by investors prior to the Qualifying IPO in the United States, or the Warrant Shares acquired pursuant to the exercise of Warrants owned or held by investors prior to the Qualifying IPO in the United States, provided such shares are eligible for registration under the Securities Act (for the avoidance of doubt, the holders of Warrants the exercise of which will result in the investors owning Warrant Shares shall be deemed to be the holders of Registrable Securities for the purposes of this Schedule 8).  Registrable Securities include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such shares of common stock. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such registration statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; or (c) such securities shall have ceased to be outstanding.

For purposes of this provision, “Transaction Registrable Securities” shall mean the Transaction Warrant Shares owned or held by investors prior to the Qualifying IPO in the United States, or the Transaction Warrant Shares acquired pursuant to the exercise of Transaction Warrants owned or held by investors prior to the Qualifying IPO in the United States, provided such shares are eligible for registration under the Securities Act (for the avoidance of doubt, the holders of Transaction Warrants the exercise of which will result in the investors owning Transaction Warrant Shares shall be deemed to be the holders of Transaction Registrable Securities for the purposes of this Schedule 8).  Transaction Registrable Securities include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such shares of common stock. As to any particular Transaction Registrable Securities, such securities shall cease to be Transaction Registrable Securities when: (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such registration statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; or (c) such securities shall have ceased to be outstanding.

For purposes of this provision, “Holder Information” with respect to any Holder shall mean information with respect to such Holder required to be included in any registration statement or the related prospectus pursuant to the Securities Act and which information is included

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therein in reliance upon and in conformity with information furnished to the Company in writing by such Holder specifically for inclusion therein.

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SCHEDULE 9
FORM OF ACCESSION UNDERTAKING

To:[name of Administration Agent] as Administration Agent

Each other party to the Warrant Instrument (as defined below)

Each Warrant Holder

From:[proposed Additional Warrant Guarantor] (“Proposed Additional Warrant Guarantor”); and

Premium Sino Finance Limited as Issuer

Date:[             ]

Instrument constituting Tranche B warrants to purchase shares in Superport Limited dated [      ] (as amended and/or supplemented from time to time, the “Warrant Instrument”) entered into by, among others, Premium Sino Finance Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng

1.Terms and expressions defined in or construed for the purposes of the Warrant Instrument shall have the same meaning herein.  This is an Accession Undertaking.

2.The Proposed Additional Warrant Guarantor agrees to become party to the Warrant Instrument as an “Additional Warrant Guarantor” and to be bound by the terms of the Warrant Instrument as an Additional Warrant Guarantor pursuant to Clause 13.9.3 of the Warrant Instrument.

3.The Proposed Additional Warrant Guarantor is a company duly incorporated under the laws of [name of relevant jurisdiction] [with registered number [          ]].

4.Each of the Issuer and the Proposed Additional Warrant Guarantor makes the representations and warranties set out in Clause 12 (Warranties and Undertakings) of the Warrant Instrument.

5.This Accession Undertaking is governed by and shall be construed in accordance with Hong Kong law.  Clauses 21.2 (Jurisdiction) and 21.3 (Service of proceedings) of the Warrant Instrument shall apply to this Accession Undertaking mutatis mutandis as if any reference therein to the Warrant Instrument included a reference to this Accession Undertaking and as if the Proposed Additional Warrant Guarantor were a Warrant Guarantor.

6.This Accession Undertaking may be executed in any number of counterparts and this has the same effect as if the execution on such counterparts were on a single copy of this Accession Undertaking.

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This Accession Undertaking is duly executed and delivered as a deed by the Issuer and the Proposed Additional Guarantor on the date above written, and shall take effect as a deed poll.

THE COMMON SEAL OF	)
PREMIUM SINO FINANCE LIMITED	)
was hereto affixed	)
in the presence of:	)
Signature of witness:
Name of witness:
[THE COMMON SEAL OF	)
[name of Proposed Additional Warrant	)
Guarantor]	)
was hereto affixed	)
in the presence of:	)
Signature of witness:
Name of witness:]
[SIGNED, SEALED AND DELIVERED	)
AS A DEED by	)
[name of Proposed Additional Warrant	)
Guarantor]	)
in the presence of:	)
Signature of witness:
Name of witness:]

106

SCHEDULE 10
FORM OF DESIGNATION NOTICE

To:[name of Administration Agent] as Administration Agent

Premium Sino Finance Limited as Issuer

From:[Deutsche Bank AG, Hong Kong Branch] as Arranger

Date:[             ]

Instrument constituting Tranche B warrants to purchase shares in Superport Limited dated [      ] (as amended and/or supplemented from time to time, the “Warrant Instrument”) entered into by, among others, Premium Sino Finance Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng

1.Terms and expressions defined in or construed for the purposes of the Warrant Instrument shall have the same meaning herein.  This is a Designation Notice.  This Designation Notice relates to the Relevant Tranche (as defined below).

2.The Arranger hereby gives notice to the Issuer and the Administration Agent pursuant to Clause 2.1.1(c) of the Warrant Instrument that Warrants (“Additional Warrants”) shall be issued under Clause 2.1.1(c) of the Warrant Instrument on the Utilisation Date for the Loan under Tranche [      ]* (“Relevant Tranche”) for the benefit of each of the following Persons (“Additional Beneficial Holders”), in such number and with such Entitlement as set out beside such Person’s name in the table below (in addition to any other Warrants which such Person may otherwise already hold):

Name of  Additional  Beneficial Holder	Notice Address	Number of Warrants	Entitlement
[·]	Address: [·]	[·]	[·] per cent.
	Fax: [·]
	Attention: [·]
[·]	Address: [·]	[·]	[·] per cent.
	Fax: [·]
	Attention: [·]

* Insert applicable Tranche number e.g. Tranche Two, Tranche Three etc.

107

[·]	Address: [·]	[·]	[·] per cent.
	Fax: [·]
	Attention: [·]
[·]	Address: [·]	[·]	[·] per cent.
	Fax: [·]
	Attention: [·]
[·]	Address: [·]	[·]	[·] per cent.
	Fax: [·]
	Attention: [·]
Total:			[·] per cent.

3.In the event that (upon issuance of the Additional Warrants) such Additional Warrants are represented by Individual Warrant Certificates, each Additional Beneficial Holder agrees to be bound by the terms of the Warrant Instrument as a Warrant Holder (with effect from the time when such Additional Beneficial Holder is registered in the Register as the Warrant Holder in respect of such Additional Warrants).

4.This Designation Notice may be executed in any number of counterparts and this has the same effect as if the execution on such counterparts were on a single copy of this Designation Notice.

5.This Designation Notice is governed by and shall be construed in accordance with Hong Kong law. Clauses 21.2 (Jurisdiction) and 21.3 (Service of proceedings) of the Warrant Instrument shall apply to this Designation Notice mutatis mutandis as if any reference therein to the Warrant Instrument included a reference to this Designation Notice.

This Designation Notice is duly executed and delivered as a deed poll by the Arranger and duly signed by each Additional Beneficial Holder on the date above written.

[SIGNED, SEALED AND DELIVERED	)
AS A DEED by	)
DEUTSCHE BANK AG, HONG KONG	)
BRANCH	)
in the presence of:	)
Signature of witness:
Name of witness:

108

[SIGNED for and on behalf of	)
[name of applicable Additional Beneficial	)
Holder]	)
	)
	)
[SIGNED for and on behalf of	)
[name of applicable Additional Beneficial	)
Holder]	)
	)
	)

109

EX-4.70

Exhibit 4.70

Execution version

PREMIUM SINO FINANCE LIMITED

SINOTECH ENERGY LIMITED

SUPERPORT LIMITED

INTERNATIONAL PETROLEUM SERVICES CORPORATION LIMITED

MR. LIU QINGZENG

SECOND SUPPLEMENTAL INSTRUMENT TO INSTRUMENT CONSTITUTING TRANCHE C WARRANTS

CONTENTS

Clause		Page
1.	Interpretation	3
2.	Amendment And Restatement	3
3.	Notices	3
4.	Further Assurance	4
5.	Governing Law And Jurisdiction	4
6.	Effect	4
Schedule 1 Amended And Restated Instrument		11

THIS SECOND SUPPLEMENTAL INSTRUMENT is entered into by way of a deed poll on the 16th day of March 2011

BY:

(1)PREMIUM SINO FINANCE LIMITED, a BVI BusinessCompanyincorporated and existing under the laws of the British Virgin Islands with registration number 607520 (the “Issuer”);

(2)SINOTECH ENERGY LIMITED, a Cayman Islands exempted company incorporated and existing under the laws of the Cayman Islands with registration number 241866 (the “Listco”);

(3)SUPERPORT LIMITED, a BVI BusinessCompany incorporated and existing under the laws of the British Virgin Islands with registration number 1525496 (“Holdco”);

(4)INTERNATIONAL PETROLEUM SERVICES CORPORATION LIMITED, a company incorporated and existing under the laws of Hong Kong with registration number 1165755 (“Parentco”); and

(5)MR. LIU QINGZENG, (刘庆增), with passport number G27332374 issued by the People’s Republic of China (the “Founder”).

IN FAVOUR OF

(6)THE WARRANT HOLDERS (as defined below);

(7)THE INITIAL BENEFICIAL HOLDERS (as defined below);

(8)THE ADDITIONAL INITIAL BENEFICIAL HOLDERS (as defined below); and

(9)THE BENEFICIAL HOLDERS (as defined below).

WHEREAS:

A.The Issuer, Parentco, Holdco and the Founder executed an instrument by way of deed poll (the “Principal Instrument”) dated 8 January 2010 constituting the tranche C warrants, as amended and restated pursuant to a first supplemental instrument dated 11 October 2010 (the “First Supplemental Instrument”, and together with the Principal Instrument, the “Instruments”).

B.The Issuer and Deutsche Bank, AG executed a Warrant Agency Agreement dated 12 January 2010 (“Warrant Agency Agreement”) pursuant to the Principal Instrument appointing Deutsche Bank, AG as Administration Agent and Calculation Agent in respect of the Warrants.

C.The Listco and the Issuer wish to further amend and restate the Instruments (subject to the requisite Warrant Holders’ Consent) pursuant to this Second Supplemental Instrument (the “Second Supplemental Instrument”), in order to amend certain adjustment rights set out in the Instruments.

2

D.The parties have agreed to amend the Instruments to the extent set out in this Second Supplemental Instrument.

THIS INSTRUMENT WITNESSES as follows:

1.INTERPRETATION

All words and expressions defined in the Instruments shall where the context so requires and admits have the same meaning in this Second Supplemental Instrument and the principles of interpretation specified in Clauses 1.2 to 1.8 of the Principal Instrument shall where the context so requires and admits also apply to this Second Supplemental Instrument.  In addition, in this Second Supplemental Instrument the following expressions have the following meanings:

“Amendment Date” means the later of the date on which this Second Supplemental Instrument is executed and the date on which the Warrant Holders’ Consent is unconditionally obtained.

“Warrant Documents” means the Instruments, the Second Supplemental Instrument and the Warrant Agency Agreement.

“Warrant Holders’ Consent” means the Unanimous Written Consent given or to be given by the Warrant Holders under the Instruments pursuant to which the proposed amendments to the Instruments are approved.

2.AMENDMENT AND RESTATEMENT

2.1The Instruments (including, for the avoidance of doubt, the Warrants constituted and issued under the Instruments prior to the Amendment Date), with effect from the Amendment Date, shall stand amended and restated in the form set out in Schedule 1.

2.2This Second Supplemental Instrument is supplemental to the Instruments.

2.3Subject to the amendments to be effected to the Instruments and the Warrants hereunder, the Instruments and the Warrants shall remain in full force and effect and the Instruments and this Second Supplemental Instrument shall be read and construed together as one instrument.

3.NOTICES

3.1A memorandum of this Second Supplemental Instrument shall be endorsed on the original of the Principal Instrument by the Administration Agent.

3.2Any notice to be given for the purposes of this Second Supplemental Instrument shall be given in accordance with the provisions of paragraph 3 of Schedule 5 (Register, Transfers and Notices) of the Principal Instrument.

3

4.FURTHER ASSURANCE

The Issuer, the Listco and the Warrant Guarantors jointly and severally undertake to execute all such other documents and comply with all such other requirements necessary to effect the amendments contemplated hereby and any other matter incidental thereto.

5.GOVERNING LAW AND JURISDICTION

5.1Governing law

This Second Supplemental Instrument is governed by and shall be construed in accordance with Hong Kong law.

5.2Jurisdiction

5.2.1The courts of Hong Kong shall have non-exclusive jurisdiction to settle any dispute arising from or connected with this Second Supplemental Instrument including, without limitation, a dispute regarding the existence, validity or termination of this Instrument or the consequences of its nullity (a “Dispute”).

5.2.2The parties agree that the courts of Hong Kong are the most appropriate and convenient forum to settle any Dispute and, accordingly, they will not argue to the contrary.

5.2.3No Warrant Holder shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, the Warrant Holders may take concurrent proceedings in any number of jurisdictions.

5.3Service of proceedings

Each of the Issuer, the Listco, each Warrant Guarantor and the Founder agrees that the documents which start any proceedings relating to a Dispute (“Proceedings”) and any other documents required to be served in relation to those Proceedings on the Issuer, the Listco, each Warrant Guarantor and the Founder (as the case may be) may be served on International Petroleum Services Corporation Limited of 1/F., Sunning Plaza, 10 Hysan Avenue, Causeway Bay, Hong Kong, on behalf of the Issuer, the Listco, each Warrant Guarantor (that is not incorporated in Hong Kong) and the Founder in accordance with Clause 3 (Notices) of Schedule 5 of the Principal Instrument, and each of the Issuer, the Listco, each Warrant Guarantor (that is not incorporated in Hong Kong) and the Founder irrevocably appoints such Person as its agent to accept service of Proceedings.  These documents may, however, be served in any other manner allowed by law.  This Clause applies to all Proceedings wherever started.

6.EFFECT

This Second Supplemental Instrument shall take effect as a deed poll, and shall take effect for the benefit of the Warrant Holders and the Beneficial Holders from time to time, and (in relation to any provision that is expressed for the benefit of or purports to grant any right to the Arranger) the Arranger.

4

IN WITNESS WHEREOF this Second Supplemental Instrument has been executed by the Issuer, the Listco, Parentco, Holdco and the Founder as a deed poll and is intended to be and is hereby delivered on the date first above written.

5

THE ISSUER
EXECUTED AS A DEED by	)
PREMIUM SINO FINANCE LIMITED	)
	)	/s/ Liu Qingzeng
	)	Duly Authorised Signatory
	)
	)	Name:	Liu Qingzeng
	)	Title:	Director
in the presence of:
/s/ Zhu Lingxia
Signature of witness
Name:    Zhu Lingxia
Address: No. 19 Ronghua South Road, Beijing Economic and Technological Development Area

6

EXECUTION
LISTCO
EXECUTED AS A DEED by	)
SINOTECH ENERGY LIMITED	)
	)	/s/ Liu Qingzeng
	)	Duly Authorised Signatory
	)
	)	Name:	Liu Qingzeng
	)	Title:	Director
in the presence of:
/s/ Zhu Lingxia
Signature of witness
Name:    Zhu Lingxia
Address: No. 19 Ronghua South Road, Beijing Economic and Technological Development Area

7

EXECUTION
HOLDCO
EXECUTED AS A DEED by	)
SUPERPORT LIMITED	)
	)	/s/ Liu Qingzeng
	)	Duly Authorised Signatory
	)
	)	Name:	Liu Qingzeng
	)	Title:	Director
in the presence of:
/s/ Zhu Lingxia
Signature of witness
Name:    Zhu Lingxia
Address: No. 19 Ronghua South Road, Beijing Economic and Technological Development Area

8

EXECUTION
PARENTCO
THE COMMON SEAL OF		)
INTERNATIONAL PETROLEUM		)
SERVICES CORPORATION LIMITED		)
was hereto affixed		)
in the presence of:
Signature of witness:	/s/ Zhang Yanhua
Name of witness: Zhang Yanhua

9

EXECUTION
THE FOUNDER
SIGNED, SEALED AND DELIVERED AS	)
A DEED by	)
MR. LIU QINGZENG	)	/s/ Qingzeng Liu
	)	Mr. Liu Qingzeng
in the presence of:
/s/ Zhu Lingxia
Signature of witness
Name:    Zhu Lingxia

Address: No. 19 Ronghua South Road, Beijing Economic and Technological Development Area

10

SCHEDULE 1
AMENDED AND RESTATED INSTRUMENT

Execution version

PREMIUM SINO FINANCE LIMITED

SINOTECH ENERGY LIMITED

SUPERPORT LIMITED

INTERNATIONAL PETROLEUM SERVICES CORPORATION LIMITED

MR. LIU QINGZENG

AMENDED AND RESTATED INSTRUMENT
RELATING TO AN INSTRUMENT
DATED 8 JANUARY 2010
CONSTITUTING TRANCHE C WARRANTS

CONTENTS

Clause		Page
1.	Interpretation	2
2.	Constitution And Form Of Warrants	16
3.	Register, Warrant Certificates And Designation	23
4.	Purchase Rights And Mechanics Of Exercise	23
5.	Qualifying IPO And Exit Event	30
6.	Rights Of First Offer And Co-Sale Rights	32
7.	Undertakings	37
8.	Winding Up Of The Issuer Or The Company	41
9.	Transfer Of Warrants And Legends	42
10.	Agents And Arranger	43
11.	Variation Of Rights And Votes	44
12.	Warranties And Undertakings	47
13.	Guarantee	52
14.	Replacement Of Warrant Certificates	55
15.	Confidential Information	55
16.	Tax Gross Up	57
17.	No Set-Off	57
18.	Notices	57
19.	Partial Invalidity	57
20.	Default Interest	57
21.	Governing Law And Jurisdiction	58
22.	Effect	59
Schedule 1 Initial Beneficial Holders And Initial Warrants Held		60
Schedule 2 Form Of Global Warrant Certificate		63
Schedule 3 Form Of Individual Warrant Certificate		74
Schedule 4 Form Of Exercise Notice		82
Schedule 5 Register, Transfers And Notices		85
Schedule 6 Registration Rights		90
Schedule 7 Form Of Accession Undertaking		99
Schedule 8 Form Of Designation Notice		101

THIS AMENDED AND RESTATED INSTRUMENT is entered into by way of a deed poll on 16 March 2011

BY:

(1)PREMIUM SINO FINANCE LIMITED, a BVI BusinessCompanyincorporated and existing under the laws of the British Virgin Islands with registration number 607520 (the “Issuer”);

(2)SINOTECH ENERGY LIMITED, a Cayman Islands exempted company incorporated and existing under the laws of the Cayman Islands with registration number 241866 (the “Company”);

(3)SUPERPORT LIMITED, a BVI BusinessCompany incorporated and existing under the laws of the British Virgin Islands with registration number 1525496 (the “Holdco”);

(4)INTERNATIONAL PETROLEUM SERVICES CORPORATION LIMITED, a company incorporated and existing under the laws of Hong Kong with registration number 1165755 (“Parentco”); and

(5)MR. LIU QINGZENG, (刘庆增), with passport number G27332374 issued by the People’s Republic of China (the “Founder”).

IN FAVOUR OF

(6)THE WARRANT HOLDERS (as defined below);

(7)THE INITIAL BENEFICIAL HOLDERS (as defined below);

(8)THE ADDITIONAL INITIAL BENEFICIAL HOLDERS (as defined below); and

(9)THE BENEFICIAL HOLDERS (as defined below).

WHEREAS:

A.The Issuer is the owner of a number of Ordinary Shares in the Company, and has agreed to issue warrants to acquire Ordinary Shares in the Company on the terms set out in this Instrument.

B.The Warrants will be in registered form.  Subject to the provisions of this Instrument, the Warrants will be represented by a global warrant certificate in substantially the form set out in Schedule 2 (Form of Global Warrant Certificate) (or with such amendments thereto as the Administration Agent may reasonably specify to comply with any requirements of any applicable Clearing System) (the “Global Warrant Certificate”), which will be exchangeable, in whole or in part,

1

for Warrants in individual warrant certificates in substantially the form set out in Schedule 3 (Form of Individual Warrant Certificate) (the “Individual Warrant Certificates”) (together with the Global Warrant Certificate, the “Warrant Certificates” and each a “Warrant Certificate”) in the circumstances specified herein and therein.

C.The Issuer will, in relation to the Warrants, enter into an agency agreement (as amended or supplemented from time to time, the “Warrant Agency Agreement”) with Deutsche Bank AG, Hong Kong Branch as administration agent (the “Administration Agent”, which expression includes any successor administration agent appointed from time to time in connection with the Warrants) and Deutsche Bank AG, Hong Kong Branch as calculation agent (the “Calculation Agent”, which expression includes any successor calculation agent appointed from time to time in connection with the Warrants).

D.The Issuer wishes to constitute the Warrants by deed poll.

THIS INSTRUMENT WITNESSES as follows:

1.INTERPRETATION

1.1In this Instrument:

“Accession Undertaking” means an accession undertaking in substantially the form set out in Schedule 7 (Form of Accession Undertaking).

“Accounting Principles” means US GAAP.

“Additional Initial Beneficial Holders” means each Person specified by the Arranger in a Designation Notice (given by the Arranger to the Administration Agent and Issuer and stated as relating to any Tranche (other than Tranche One)) as a Person for whose benefit any Warrants are to be issued by the Issuer pursuant to Clause 2.1.1(c).

“Additional Warrant Guarantor” means any person that becomes a party to this Instrument pursuant to Clause 13.9.3.

“Affiliate” means, in relation to any Person, a Subsidiary of that Person or a Holding Company of that Person or any other Subsidiary of any Holding Company of that Person.

“Agents” means the Administration Agent and the Calculation Agent.

“Applicable Laws” means, as to any Person, any law, statute, rule, regulation, notice, order, policy, or determination of an arbitrator or a court or other Government Authority or stock exchange, in each case applicable or binding upon such Person or any of its properties or to which such Person or any of its properties

2

is subject or pertaining to any or all of the transactions contemplated or referred to herein.

“Approved Audit Firm” means any one of Deloitte, Ernst & Young, KPMG, PricewaterhouseCoopers and Grant Thornton as may be nominated by the Warrant Holders by Written Consent and agreed to by the Issuer (such consent not to be unreasonably withheld or delayed).

“Arranger” means Deutsche Bank AG, Hong Kong Branch.

“Beneficial Holder” means any accountholder or participant with a Clearing System which has, at any time, credited to its securities account with such Clearing System one or more Entries in respect of the Global Warrant Certificate or any of the Warrants represented thereby, except for any Clearing System in its capacity as an accountholder of the other Clearing System.

“Borrower” means Tianjin New Highland Science and Technology Development Co., Ltd., a wholly foreign-owned enterprise established under the laws of the PRC.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, the PRC, Hong Kong and Singapore and (in relation to any payment in US$) New York City.

“Cash Settlement” has the meaning given to it in Clause 4.4.1.

“Cash Settlement Account” has the meaning given to it in Clause 4.4.2.

“Cash Settlement Amount” has the meaning given to it in Clause 4.4.3.

“Clearing Systems” means Euroclear and Clearstream, Luxembourg.

“Clearstream, Luxembourg” means Clearstream Banking, société anonyme, Luxembourg.

“Common Depositary” means, in relation to a Clearing System, a common depositary in respect of such Clearing System.

“Company Entity” means the Company or any wholly-owned Subsidiary (direct or indirect) of the Company.

“Confidential Information” has the meaning given to it in Clause 15.1 (Confidentiality undertaking).

“Covered Entity” means the Borrower, Parentco, Holdco, the Company, any other member of the Group, the Issuer or the Founder.

“Co-Sale Notice” has the meaning given to it in Clause 6.3.1.

“Co-Sale Securities” have the meaning given to it in Clause 6.3.1.

3

“Cut-off Date” means 5:00 p.m. on the Maturity Date.

“Default” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Designation Notice” means a notice in the form, or substantially in the form, set out in Schedule 8 (Form of Designation Notice).

“Determination Date” means, in relation to a Beneficial Holder:

(a)(in the case where such Beneficial Holder gives a Direct Rights Notice in accordance with Clause 2.4.1) the date of such Direct Rights Notice; or

(b)(in the case where such Beneficial Holder has not given a Direct Rights Notice in accordance with Clause 2.4.1 but any of the events or circumstances set out in Clause 2.4.2(a) or (b) occurs) the date of occurrence of such event or circumstance set out in Clause 2.4.2(a) or (b).

“Direct Rights” means the rights referred to in Clause 2.4 (Direct rights).

“Direct Rights Event” means, in relation to a Beneficial Holder at any time while the Global Warrant Certificate is outstanding, any of the following events:

(a)any of the Issuer, the Company, Parentco, Holdco, the Founder or any Additional Warrant Guarantor being in default of any of its obligations under this Instrument;

(b)the Warrant Holder failing (for any reason) to act (or refrain from acting) in accordance with the instructions of such Beneficial Holder with respect to its Entry (or any of the Warrants to which such Entry relate), duly transmitted via the applicable Clearing System, provided that such Beneficial Holder would have been entitled to so act (or so refrain from acting) if it were the Warrant Holder in respect of such Warrants; and/or

(c)such Beneficial Holder wishes to exercise or enforce any right or remedy in respect of any of the Warrants (to which any Entry of such Beneficial Holder relates) that is not capable of being exercised or enforced through the applicable Clearing System.

“Direct Rights Notice” has the meaning given to it in Clause 2.4 (Direct rights).

“Dispute” has the meaning given to it in Clause 21.2 (Jurisdiction).

“Distribution” means any dividend, distribution (whether of assets, capital, profits or reserves, including without limitation the issue of Shares credited as fully paid or partly paid out of profits or reserves and issued in lieu of a cash dividend), payment or return of an income or capital nature.

4

“Encumbrance” means any mortgage, assignment of receivables, debenture, lien, charge, pledge, title retention, right to acquire, security interest, options, rights of first refusal and any other encumbrance or condition whatsoever.

“Entitlement” means, in relation to a Warrant Holder or Warrants held by a Warrant Holder, the total number of Warrant Shares which such Warrant Holder is entitled to purchase (without charge) pursuant to the outstanding Warrants held by such Warrant Holder, expressed as a percentage of the Fully Diluted Share Capital, and as the same may be adjusted in accordance with the provisions of this Instrumentand/or pursuant to any written agreement between the Issuer and the relevant Warrant Holder.

“Entry” means, in relation to the Global Warrant Certificate, any entry which is made in the securities account of any Person with a Clearing System in respect of any of the Warrants represented by the Global Warrant Certificate.

“Equity Interest” means, in relation to any Person:

(a)any shares of any class or capital stock of or equity interest in such Person or any depositary receipt in respect of any such shares, capital stock or equity interest;

(b)any securities convertible or exchangeable (whether at the option of the holder thereof or otherwise and whether such conversion is conditional or otherwise) into any such shares, capital stock, equity interest or depositary receipt, or any depositary receipt in respect of any such securities; or

(c)any option, warrant or other right to acquire any such shares, capital stock, capital interest, securities or depositary receipts referred to in paragraphs (a) and/or (b).

“Equity Shares” means shares comprising the share capital of the Company.

“Euroclear” means Euroclear Bank S.A./N.V..

“Event of Default” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Exercise Date” has the meaning given to it in Clause 4.3.1.

“Exercise Notice” means a notice in the form, or substantially in the form, set out in Schedule 4 (Form of Exercise Notice).

“Exercised Entitlement” has the meaning given to it in Clause 4.1.2.

“Exercising Warrant Holder” means a Warrant Holder who exercises its Purchase Rights (in whole or in part) in accordance with Clause 4 (Purchase Rights and Mechanics of Exercise).

5

“Exit Date” means the date on which an Exit Event occurs.

“Exit Event” means, prior to the occurrence of a Qualifying IPO:

(a)any Covered Entity shall, in any transaction or series of related transactions, sell, convey, or otherwise dispose (by lease, licence or otherwise) of all or a material part of its assets, property or business or merge or amalgamate with or into or consolidate with any other corporation, limited liability company or other entity other than:

(i)a disposal of assets by a Company Entity to another Company Entity; or

(ii)a solvent merger or amalgamation between a Company Entity with another Company Entity (and not involving any person that is not a Company Entity), where (if the Company is involved in such merger or amalgamation) the Company is the surviving entity and there are no Equity Interests in the Company (following such merger or amalgamation) other than Ordinary Shares); or

(b)any transaction or series of related transactions shall occur pursuant to which more than 40% of the shares or Equity Interests in a Covered Entity (other than the Founder) are issued, sold, transferred or conveyed to, or otherwise disposed of by, any person or person(s), other than:

(iii)any issuance, sale, transfer, conveyance or disposal of shares or Equity Interests in the Company in favour of the Issuer; or

(iv)any issuance, sale, transfer, conveyance or disposal of shares or Equity Interests in any Company Entity (other than the Company) in favour of another Company Entity.

“Exit Notice” has the meaning given to it in Clause 5.1.2.

“Exit Price” means the price for a Share to be determined in accordance with Clause 4.5 (Exit Price).

“Facility Agent” has the meaning given to it in the Facility Agreement.

“Facility Agreement” means the facility agreement dated on or about the date of this Instrument entered into by, among others, the Borrower and Deutsche Bank AG, Hong Kong Branch as co-ordinating arranger, Deutsche Bank AG, Hong Kong Branch as facility agent and DB Trustees (Hong Kong) Limited as security agent as supplemented, varied and/or amended from time to time.

“Finance Documents” has the meaning given to it in the Facility Agreement.

“First Calculation Date” means 31 December 2010.

6

“First Period” means the period of 12 full calendar months ending on the First Calculation Date.

“Fully Diluted Share Capital” means:

(a)as at the relevant time up to and including the occurrence of a Qualifying IPO, the aggregate of:

(1)all Equity Shares in issue; and

(2)all Equity Shares which would be issued if all the Outstanding Options for the time being had been exercised in full,

but excluding any Shares which would be issued in any share offering as part of any Qualifying IPO; and

(b)at any time after the occurrence of a Qualifying IPO, the Fully Diluted Share Capital (as at the occurrence of such Qualifying IPO) as determined in accordance with paragraph (a), provided that, if at any time or from time to time after the QIPO Date, the Shares are changed into the same or a different number of Shares or any class or classes of Equity Shares of the Company, whether by subdivision, consolidation, reclassification or otherwise, in any such event, the Fully Diluted Share Capital as determined in accordance with paragraph (a) shall include or be replaced by (as the case requires) the kind and amount of Equity Shares and/or other securities and property receivable upon such subdivision, consolidation, reclassification or other change as if such subdivision, consolidation, reclassification or change had occurred immediately prior to the occurrence of the Qualifying IPO.

“Global Warrant Certificate” has the meaning given in the Recitals.

“Government Authority” means any national, provincial, municipal, city or local government or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through share or capital ownership or otherwise, by any of the foregoing.

“Group” means the Company and its Subsidiaries from time to time and a “member of the Group” is to be construed accordingly.

“Holding Company” means, in relation to a company, corporation or entity, any other company, corporation or entity in respect of which it is a Subsidiary.

“Hong Kong Stock Exchange” means The Stock Exchange of Hong Kong Limited.

“IFRS” means International Financial Reporting Standards issued and/or adopted by the International Accounting Standards Board from time to time.

7

“Initial Beneficial Holders” means the Persons whose names are set out in Schedule 1 (Initial Beneficial Holders and Initial Warrants Held) (each an “Initial Beneficial Holder”).

“Initial Utilisation Date” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Intercompany Loan Agreement” means the loan agreement dated 6 May 2009 entered into between Premium Sino as borrower and Wise Worldwide as lender pursuant to which Premium Sino borrowed HK$45,000,000 from Wise Worldwide.

“Lender” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument) and “Lenders” shall be construed accordingly.

“Loan” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Majority Lenders” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Market Value” means, in relation to any shares in the capital of the Company or rights to purchase, subscribe for, or to convert securities into, shares in the capital of the Company, Warrants or any Warrant Shares (collectively “Relevant Securities”):

(a)the amount which the Warrant Holders (acting by Written Consent) and the Issuer (each acting reasonably) shall agree as being their market value; or

(b)in the absence of such agreement, the amount which the applicable Approved Audit Firm (appointed in accordance with Clause 6.1.2) states in writing to be in its opinion their market value, on the basis of a sale as between a willing seller and a willing buyer at arms’ length (as relevant) and, in determining such market value, the Approved Audit Firm shall be instructed in particular (where relevant):

(i)to have regard to the rights attached (or which would attach) to such Relevant Securities (and/or shares in the Company to which such Relevant Securities relate) in respect of income and capital but disregard any restrictions as to transfer;

(ii)to disregard whether such Relevant Securities (and/or shares in the Company to which such Relevant Securities relate) represent (or would represent) a minority interest; and

(iii)if the Company (or any other Covered Entity) is then carrying on business as a going concern, to assume it will continue to do so.

“Maturity Date” means the date that is 60 Months after the Initial Utilisation Date.

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“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)(subject to paragraph (c) below) if the numerically corresponding day in that next calendar month (in which that period is to end) is not a Business Day, that period shall end on the next Business Day in that next calendar month if there is one, or if there is not, on the immediately preceding Business Day in that next calendar month;

(b)if there is no numerically corresponding day in that next calendar month (in which that period is to end), that period shall end on the last Business Day in that next calendar month; and

(c)if any period begins on the last Business Day of a calendar month, that period shall end on the last Business Day in the calendar month in which that period is to end.

The above rules will only apply to the last Month of any period.

“Net Income” means, in respect of any period, the consolidated after-Tax net income of the Borrower for such period, as determined in accordance with Clause 4.2 (Determination of Net Income).

“Obligors” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Offered Price” has the meaning given to it in Clause 6.2.1.

“Offered Shares” has the meaning given to it in Clause 6.2.1.

“Offeree” has the meaning given to it in Clause 6.2.5.

“Ordinary Shares” means ordinary shares in the share capital of the Company.

“Other Warrants” means any warrants (other than Transaction Warrants) relating to the purchase of shares in the Company, issued and/or to be issued by the Issuer pursuant to an Other Warrant Instrument.

“Other Warrant Holders” means the holders of Other Warrants as determined in accordance with the provisions of the Other Warrant Instruments applicable to such Other Warrants.

“Other Warrant Instruments” means the warrant instrument(s) entered into or to be entered into by (among others) the Issuer as issuer, with prior written consent of the Arranger, pursuant to which the Issuer grants warrants entitling the holders thereof to purchase shares in the Company.

“Outstanding Options” means, at any relevant time, all outstanding options or outstanding rights (whether or not conditional or contingent and assuming full

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performance of any performance-linked rights), to subscribe for Equity Shares or securities which are convertible into Equity Shares.

“Period” means the First Period or the Second Period.

“Person” means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, Government Authority or other entity of any kind, and shall include any legal personal representatives, successor (by merger or otherwise) and permitted assigns of such entity.

“PRC” means the People’s Republic of China (excluding for such purposes Hong Kong, Macau and Taiwan).

“Proceedings” has the meaning given to it in Clause 21.3 (Service of proceedings).

“Purchase Rights” means the rights of the Warrant Holders to purchase (without charge) Warrant Shares from the Issuer pursuant to the Warrants, on the terms and subject to the conditions of this Instrument.

“QIPO Date” means the date on which shares of the Company commence trading on the relevant stock exchange pursuant to a Qualifying IPO.

“QIPO Notice” has the meaning given to it in Clause 5.1.1.

“Qualifying IPO” means any initial public offering of shares of the Company on any Stock Exchange (and any reference in this Instrument to the “occurrence of a Qualifying IPO” or other terms having a similar effect shall mean the commencement of trading of the shares of the Company on the relevant Stock Exchange pursuant to a Qualifying IPO).

“Register” means the register of Warrant Holders required to be maintained pursuant to Schedule 5 (Register, Transfers and Notices).

“Relevant Party” means the Issuer, the Company, any other Warrant Guarantor the Calculation Agent or any Warrant Holder.

“Required Shares” has the meaning given to it in Clause 7.1.3.

“Revocation Notice” has the meaning given to it in Clause 5.2.1.

“ROFO Holders” has the meaning given to it in Clause 6.2.1.

“ROFO Offer” has the meaning given to it in Clause 6.2.2.

“ROFO Period” has the meaning given to it in Clause 6.2.3.

“ROFO Response” has the meaning given to it in Clause 6.2.3.

“ROFO Shares” has the meaning given to it in Clause 6.2.2.

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“Second Calculation Date” means 31 December 2011.

“Second Period” means the period of 12 full calendar months ending on the Second Calculation Date.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Security Agent” has the meaning given to it in the Security Trust Deed.

“Security” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Security Documents” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Security Trust Deed” means the security trust deed entered into or to be entered into between, among others, DB Trustees (Hong Kong) Limited as Security Agent, Deutsche Bank AG, Hong Kong Branch as Facility Agent and the Borrower.

“Share Pledge” means the share mortgage entered into or to be entered into between the Issuer, and DB Trustees (Hong Kong) Limited as Security Agent pursuant to which, among other things, the Issuer grants Security over certain of its shares in the Company.

“Shares” means the Ordinary Shares.

“Specified Office” has the meaning given in the Warrant Agency Agreement.

“Stated Per Cent” means, as at the date of this Instrument, five per cent (5%) of the Fully Diluted Share Capital,as the same may be adjusted in accordance with the provisions of this Instrument and/or pursuant to any written agreement between the Issuer and the Warrant Holders.  As of the Initial Utilisation Date, each 100,000 Warrants shall represent an Entitlement of one per cent (1%) of the Fully Diluted Share Capital.

“Stock Exchange” means (i) the Hong Kong Stock Exchange or (ii) New York Stock Exchange or the NASDAQ Stock Market or (iii) any other internationally recognised stock exchange acceptable to the Warrant Holders (pursuant to a Written Consent), and on which any of the Shares are listed (or are to be listed) at any time.

“Subordination Deed” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Subsidiary” means in relation to any company, corporation or entity, a company, corporation or entity:

(a)which is controlled, directly or indirectly, by the first mentioned company, corporation or entity;

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(b)more than half the issued share capital, registered capital or equity interest of which is beneficially owned, directly or indirectly by the first mentioned company, corporation or entity; or

(c)which is a Subsidiary of another Subsidiary of the first mentioned company, corporation or entity,

and for this purpose, a company, corporation or entity shall be treated as being controlled by another if that other company, corporation or entity is able to direct its affairs and/or to control the majority of the composition of its board of directors or equivalent body.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“this Instrument” means this Instrument and the Schedules (as from time to time modified in accordance with the provisions contained herein) and (unless the context requires otherwise) includes any deed poll or other document executed in accordance with the provisions hereof (as from time to time modified as aforesaid) and expressed to be supplemental hereto.

“Top-up Warrant Shares” means any Shares which the Issuer agrees in writing to transfer to a Warrant Holder and which relate to the Warrants.

“Total Commitments” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Total Entitlement” means, from time to time, the aggregate of the Entitlements of the Warrant Holders.

“Total Transaction Entitlement” means, from time to time, the aggregate of the Transaction Entitlements of the Transaction Warrant Holders.

“Tranche” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Tranche One” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Transaction Documents” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Transaction Entitlement” means, in relation to a Transaction Warrant Holder or Transaction Warrants held by a Transaction Warrant Holder, the total number of Transaction Warrant Shares for which such Transaction Warrant Holder is entitled to purchase (under the terms of the Transaction Warrant Instruments) pursuant to the outstanding Transaction Warrants held by such Transaction Warrant Holder,

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expressed as a percentage of the Fully Diluted Share Capital, and as the same may be adjusted in accordance with the provisions of the applicable Transaction Warrant Instruments.

“Transaction Written Consent” means the consent in writing of the Transaction Warrant Holders holding outstanding Transaction Warrants entitling them to purchase more than 50 per cent. of all the Transaction Warrant Shares which would be purchased if all the Transaction Entitlements of the outstanding Transaction Warrants are exercised to their maximum extent.

“Transaction Warrants” means the warrants to purchase Ordinary Shares pursuant to the Transaction Warrant Instruments (including without limitation the Warrants).

“Transaction Warrant Holders” means (a) the Warrant Holders and (b) the holders of Transaction Warrants (other than the Warrants) as determined in accordance with the provisions of the Transaction Warrant Instruments applicable to such Transaction Warrants.

“Transaction Warrant Instruments” means any warrant instruments entered into by (among others) the Issuer as issuer, the Company, the Parentco and the Founder, pursuant to which the Issuer grants warrants entitling the holders thereof to purchase shares in the Company (including without limitation this Instrument).

“Transaction Warrant Shares” means the Ordinary Shares to be transferred by the Issuer upon the exercise of the purchase rights attaching to the Transaction Warrants (including without limitation the Warrant Shares).

“Transfer” has the meaning given to it in Clause 6.2.1.

“Transfer Notice” has the meaning given to it in Clause 6.2.1.

“Unanimous Written Consent” means the consent in writing of:

(a)the Warrant Holders holding outstanding Warrants entitling them to purchase 100% per cent. of all the Warrant Shares which would be purchased if all the Entitlements of the outstanding Warrants are exercised to their maximum extent; and

(b)(for the purposes of any amendment, modification, alteration, waiver or other matter requiring or expressed to require a “Unanimous Written Consent”) each Person that was a Beneficial Holder immediately prior to a Warrant Holder exercising (for the benefit of such Beneficial Holder) its Purchase Rights in full in respect of any of its Warrants, and whose rights or entitlement would be affected by such amendment, modification, alteration, waiver or other matter.

“US$” or “US Dollars” means United States dollars, the lawful currency of the United States of America.

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“US GAAP” means generally accepted accounting principles in the United States of America.

“Utilisation” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Utilisation Date” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Warrant Certificate” has the meaning given in the Recitals.

“Warrant Guarantors” means the Company, Parentco, Holdco and each Additional Warrant Guarantor.

“Warrant Holder’s Group” means in respect of a Warrant Holder, the Warrant Holder and its Affiliates, and a “member of the Warrant Holder’s Group” shall be construed accordingly.

“Warrant Holders” means the Persons in whose names the Warrants are registered from time to time as evidenced by the Register, provided that:

(a)at all times during the period from the date of this Instrument to the time when the Global Warrant Certificate has been issued in accordance with Clause 2.1.1(b), each Initial Beneficial Holder shall be deemed to be a Warrant Holder; and

(b)with effect from the effectiveness of the issuance of any Warrants to or for the benefit any Person specified by the Arranger pursuant to Clause 2.1.1(c) until the time when the name of such Person is registered in the Register as the holder of such Warrants so issued to it (or the Global Warrant Certificate has been endorsed in accordance with Clause 2.1.1(d)(i) to reflect the issuance of such Warrants and the applicable nominee for a Common Depositary for the Clearing Systems has been entered into the Register as the Warrant Holder in respect of such Warrants), such Person shall be deemed to be a Warrant Holder holding such Warrants (in addition to any other Warrant Holders holding any other Warrants at such time),

and a “Warrant Holder” means any one of them.  For the avoidance of doubt, for the purposes of any rights or entitlement expressed to be given to a Warrant Holder under this Instrument after the exercise by such Warrant Holder of its Purchase Rights in full in respect of any of its Warrants, each Person that was a Beneficial Holder immediately prior to a Warrant Holder exercising (for the benefit of such Beneficial Holder) its Purchase Rights in full in respect of any Warrants shall be a “Warrant Holder” (with respect to such Warrants) notwithstanding that such Warrants shall have been exercised in full.

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“Warrant Shares” means the Ordinary Shares to be transferred by the Issuer upon the exercise of the Purchase Rights attaching to the Warrants (and/orthe Ordinary Shares (including Top-up Warrant Shares) to be transferred by the Issuer pursuant to any written agreement entered into between the Issuer and the Warrant Holders which relates to the Warrants).

“Warrants” means the warrants to purchase (without charge) Ordinary Shares pursuant to this Instrument, with each 100,000 Warrants representing an Entitlement of one per cent. (1%) of the Fully Diluted Share Capital, and as the same may be adjusted in accordance with the provisions of this Instrumentand/or pursuant to any written agreement between the Issuer and the Warrant Holders.

“Written Consent” means the consent in writing of the Warrant Holders holding outstanding Warrants entitling them to purchase more than 50% per cent. of all the Warrant Shares which would be purchased if all the Entitlements of the outstanding Warrants are exercised to their maximum extent.

1.2The headings in this Instrument do not affect its interpretation.

1.3Unless otherwise specified herein or unless the context otherwise requires, in this Instrument a reference to:

1.3.1a Clause, paragraph or Schedule, unless specifically provided otherwise, is a reference to a clause or paragraph of, or schedule to, this Instrument;

1.3.2a statutory provision includes a reference to the statutory provision as modified or re-enacted or both from time to time after the date of this Instrument and any subordinate legislation made or other thing done under the statutory provision after the date of this Instrument;

1.3.3the singular includes the plural and vice versa (unless the context requires otherwise);

1.3.4words incorporating one gender shall include each gender;

1.3.5“parties” means the Company, the Issuer, Parentco, Holdco, each other Warrant Guarantor, the Founder, the Administration Agent and the Calculation Agent and a “party” shall be construed accordingly;

1.3.6the Administration Agent, the Calculation Agent, the Facility Agent, the Company, the Issuer, Parentco, Holdco, any Additional Warrant Guarantor, the Founder, any Warrant Holder, any Lender or any Secured Party shall be construed so as to include its successors in title, permitted assigns and permitted transferees; and

1.3.7the Facility Agreement or any other agreement or instrument is a reference to that Facility Agreement or other agreement or instrument as amended, supplemented or novated from time to time.

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1.4Unless otherwise defined herein or unless the context otherwise requires, (a) terms and expressions defined in or construed for the purposes of the Facility Agreement (in the form subsisting as at the date of this Instrument) shall have the same meaning in this Instrument and (b) the rules of construction set out in Clauses 1.2 (Construction) and1.3(Currency symbols and definitions) of the Facility Agreement (in the form subsisting as at the date of this Instrument) shall have the same meaning in this Instrument.

1.5The Schedules to this Instrument form part of it and shall have the same force and effect as if expressly set out in the body of this Instrument.

1.6Unless a contrary indication appears, any reference in this Instrument to a time of day is a reference to Hong Kong time.

1.7

1.7.1If any obligations under this Instrument fall due on a day or date which is not a Business Day, such obligations shall instead fall due on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

1.7.2During any extension of the due date for payment of any amount pursuant to Clause 1.7.1above, interest is payable on such amount at the rate payable on the original due date.

1.8The liabilities and obligations of the Issuer and the Founder under this Instrument shall be joint and several.

1.9Certain provisions of this Instrument are summaries of the Warrant Agency Agreement and subject to its detailed provisions.  The Warrant Holders shall be bound by, and shall be deemed to have notice of all the provisions of the Warrant Agency Agreement applicable to them.  With effect from no later than the Initial Utilisation Date, copies of the Warrant Agency Agreement are available for inspection during normal business hours at the Specified Office of the Administration Agent.

1.10Any reference to “purchase” in this Instrument and any Warrant Certificate shall include a reference to “acquire (without consideration)” and (as applicable “acquisition (without consideration)”.

2.CONSTITUTION AND FORM OF WARRANTS

2.1Issue of Warrants

2.1.1The Issuer:

(a)hereby constitutes and issues, with effect from the Initial Utilisation Date, for the benefit of each Initial Beneficial Holder, Warrants in

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such number and with such initial Entitlements as set out opposite the name of such Initial Beneficial Holder in Schedule 1 (Initial Beneficial Holders and Initial Warrants Held) (being in aggregate 384,615 Warrants with an aggregate Entitlement of 3.84615% of the Fully Diluted Share Capital), with each 100,000 Warrants representing an Entitlement of one per cent (1%) of the Fully Diluted Share Capital;

(b)shall, on the Initial Utilisation Date:

(i)cause all of the Warrants referred to in Clause 2.1.1(a) to be deposited into Euroclear and be represented by a Global Warrant Certificate;

(ii)issue to a nominee of a Common Depositary for the Clearing Systems (as specified by the Arranger) (and deposit with or procure the Administration Agent to deposit with such nominee) a Global Warrant Certificate representing all of the Warrants referred to in Clause 2.1.1(a) and procure that the name of such nominee be entered into the Register as the Warrant Holder in respect of such Warrants; and

(iii)ensure that the securities account with the Clearing Systems of each Initial Beneficial Holder is credited with an Entry in respect of beneficial interests in Warrants, in such number and with such initial Entitlements as set out opposite the name of such Initial Beneficial Holder in Schedule 1 (Initial Beneficial Holders and Initial Warrants Held);

(c)hereby constitutes and issues with effect from the Utilisation Date for the Loan under each Tranche (other than Tranche One), for the benefit of each Additional Initial Beneficial Holder (specified by the Arranger in a Designation Notice given by the Arranger to the Administration Agent and the Issuer prior to such Utilisation Date and stated as relating to such Tranche, which Designation Notice has been executed by the Arranger and each such Additional Initial Beneficial Holder specified therein), Warrants in such number and with such initial Entitlements as set out beside the name of such Additional Initial Beneficial Holder in such Designation Notice, provided that (A) the aggregate Entitlements of the Warrants so issued by the Issuer on such Utilisation Date shall be equal to the Stated Per Cent multiplied by the fraction borne by the amount of such Loan made on such Utilisation Date to US$65,000,0000, (B) the Entitlement represented by each such Warrant shall be equal to the Entitlement represented by each other Warrant that has been issued under this Instrument and that has not been exercised in whole or in part, and (C) the aggregate number of Transaction Warrants (including Warrants) to be issued by the

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Issuer on such Utilisation Date (“Additional Transactional Warrants”) shall be issued pro rata (by reference to the Stated Per Cent as defined in each relevant Transaction Warrant Instrument) under the respective Transaction Warrant Instruments pursuant to which the Additional Transaction Warrants are so issued; and

(d)shall, on the Utilisation Date for the Loan under each Tranche (other than Tranche One):

(i)if the Warrants outstanding immediately prior to such Utilisation Date are then represented by the Global Warrant Certificate held by a nominee for a Common Depositary for the Clearing Systems and no Beneficial Holder has given a Direct Rights Notice in accordance with Clause 2.4 (Direct rights) and none of the events or circumstances falling within Clause 2.4.2(a) or (b) has occurred):

(1)cause all of the Warrants to be issued on such Utilisation Date in accordance with Clause 2.1.1(c) to be deposited into such Clearing System and be represented by the Global Warrant Certificate;

(2)ensure that the Global Warrant Certificate shall be endorsed (by way of noting by the Administration Agent on the First Schedule to the Global Warrant Certificate) to reflect the issuance of such Warrants and increase in the number of Warrants and Entitlements represented by the Global Warrant Certificate (and ensure that the Global Warrant Certificate as so endorsed shall be deposited with such nominee for such Common Depositary), and procure that the name of the Warrant Holder (in respect of the Global Warrant Certificate) be entered into the Register as the Warrant Holder in respect of such Warrants to be issued on such Utilisation Date in accordance with Clause 2.1.1(c); and

(3)ensure that the securities account with the Clearing Systems of each such Additional Initial Beneficial Holder is credited with an Entry in respect of beneficial interests in Warrants, in such number and with such initial Entitlements as set out opposite the name of such Additional Initial Beneficial Holder in such Designation Notice, provided that the aggregate of such initial Entitlements (as so specified in such Designation Notice) shall be equal to the aggregate Entitlements of the Warrants

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to be so issued on such Utilisation Date in accordance with Clause 2.1.1(c); or

(ii)if any of the Warrants outstanding immediately prior to such Utilisation Date are not then represented by the Global Warrant Certificate held by a nominee for a Common Depositary for the Clearing Systems or any Beneficial Holder has given a Direct Rights Notice in accordance with Clause 2.4 (Direct rights) or any of the events or circumstances falling within Clause 2.4.2(a) or (b) has occurred):

(1)cause an Individual Warrant Certificate to be issued to each such Additional Initial Beneficial Holder to represent such Warrants to be so issued for the benefit of such Additional Initial Beneficial Holder in accordance with Clause 2.1.1(c); and

(2)procure that the name of each such Additional Initial Beneficial Holder to be entered into the Register as the Warrant Holder in respect of such Warrants to be so issued for the benefit of such Additional Initial Beneficial Holder in accordance with Clause 2.1.1(c).

Each Warrant issued under this Clause shall carry the right (but not the obligation) for the Warrant Holder (in respect of such Warrant) to purchase (without charge) from the Issuer an aggregate number of Warrant Shares representing the Entitlement attributable to such Warrant, (in each case) on the terms and subject to the conditions set out in this Instrument and with such other rights as set out in this Instrument.

2.1.2The Warrants (and the Entitlements attributable to such Warrants) shall only become effective and enforceable in accordance with their terms (but shall automatically become effective and enforceable in accordance with their terms) as follows:

(a)in the case of the Warrants (and the Entitlements attributable to such Warrants) referred to in Clause 2.1.1(a), on the Initial Utilisation Date; and

(b)in the case of the Warrants (and the Entitlements attributable to such Warrants) referred to in Clause 2.1.1(c), on the applicable Utilisation Date referred to in Clause 2.1.1(c).

2.1.3The Issuer shall ensure that the Warrant Agency Agreement is executed and delivered to the Administration Agent and the Calculation Agent no later than the date on which the first Utilisation Request is delivered under the Facility Agreement.

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2.1.4All Warrants issued hereunder (including any Warrants issued or effective as of any Utilisation Date as referred to in Clause 2.1.1(c)) shall form a single series of Warrants.

2.1.5The Warrants are issued in registered form.

2.1.6At any time when any Warrants are represented by a Global Warrant Certificate and such Global Warrant Certificate is deposited with a nominee for a Common Depositary for the Clearing Systems:

(a)the rights conferred on the Warrant Holder of the Global Warrant Certificate pursuant to the terms of such Global Warrant Certificate and this Instrument are held for the benefit of the Beneficial Holders in accordance with their respective interests in the number of Warrants and the Entitlements relating to such Warrants evidenced by their respective Entries; and

(b)the rules for the time being of the Clearing Systems shall govern the manner in which the Warrant Holder of the Global Warrant Certificate shall act and exercise its rights in respect of such Warrants in accordance with the instructions from time to time of such Beneficial Holders in respect of their respective Entries.

2.2Undertakings

Each party undertakes to comply with the terms and conditions of this Instrument and the obligations expressed to be undertaken by it in each Warrant Certificate and specifically, but without limitation, to do all such things and execute all such documents necessary in order to give effect to the Purchase Rights and such other rights hereunder and thereunder conferred on the Warrant Holders in accordance with the terms of this Instrument and each Warrant Certificate.

2.3Binding effect

The Warrants are issued on the terms and conditions of this Instrument, which are binding upon the Issuer, the Company, Parentco, Holdco, each Additional Warrant Guarantor, the Founder, each Warrant Holder and each Beneficial Holder and all Persons claiming through or under any of them.

2.4Direct rights

2.4.1If at any time any Warrants are represented by a Global Warrant Certificate and a Direct Rights Event occurs with respect to any Beneficial Holder (which has an Entry relating to any such Warrants), such Beneficial Holder shall be entitled to require, by notice to the Administration Agent (“Direct Rights Notice”), the issue to it of such number of Individual Warrant Certificates representing in aggregate such number of Warrants (and with

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such aggregate Entitlements) equal to the aggregate number of Warrants (and, as applicable, the aggregate Entitlements) to which such Beneficial Holder’s Entry relates as at the Determination Date in respect of such Beneficial Holder, in exchange (in part) for such Global Warrant Certificate.  Upon issuance of such Individual Warrant Certificates in respect of any such Warrants, the number and Entitlements of Warrants represented by such Global Warrant Certificate shall be reduced accordingly (by the number (and, as the case may be, the Entitlements) of such Warrants to which such Individual Warrant Certificates so issued relate).

2.4.2If at any time any Warrants are represented by a Global Warrant Certificate and:

(a)Euroclear Bank S.A./N.V. or Clearstream, Luxembourg is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business; or

(b)a Direct Rights Event occurs with respect to any Beneficial Holder, and the Beneficial Holders whose Entries (immediately prior to the giving by any Beneficial Holder of any Direct Rights Notice in respect of such Direct Rights Event) in aggregate relate to 50% or more of the Warrants represented by such Global Warrant Certificate (immediately prior to the giving by any Beneficial Holder of any Direct Rights Notice in respect of such Direct Rights Event) give Direct Rights Notices, whether separately or together, to the Administration Agent in accordance with Clause 2.4.1,

such Global Note Certificate shall be exchanged in whole (but not in part) into Individual Warrant Certificates issued in favour of each of the Beneficial Holders, each representing in aggregate such number of Warrants (and with such aggregate Entitlements) equal to the aggregate number of Warrants (and, as applicable, the aggregate Entitlements) to which such Beneficial Holder’s Entry relates as at the Determination Date in respect of such Beneficial Holder.

2.4.3If:

(a)a Direct Rights Event occurs with respect to any Beneficial Holder and such Beneficial Holder gives a Direct Rights Notice in accordance with Clause 2.4.1, such Beneficial Holder; or

(b)any of the events or circumstances set out in Clause 2.4.2(a) or (b) occurs, each Beneficial Holder,

shall have against each of the Issuer, Company, Parentco, Holdco, the Founder and each Additional Warrant Guarantor, all rights (“Direct

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Rights”) which such Beneficial Holder would have had in respect of the Warrants if, immediately before the Determination Date in respect of such Beneficial Holder, it had been the Warrant Holder of Warrants in such number (and with such Entitlements) equal to the aggregate number of Warrants (and, as applicable the aggregate Entitlements) to which such Beneficial Holder’s Entry relates and a duly completed, executed and authenticated Individual Warrant Certificate had been issued to such Beneficial Holder in respect of such Warrants, including (without limitation) the Purchase Rights represented by such Warrants (and as if such Individual Warrant Certificate had (where required by this Instrument, the Warrant Agency Agreement or the terms of such Individual Warrant Certificate) been duly presented and (where required by this Instrument, the Warrant Agency Agreement or the terms of such Individual Warrant Certificate) surrendered on the due date in accordance with this Instrument, the Warrant Agency Agreement and the terms of such Individual Warrant Certificate).

2.4.4No further action shall be required on the part of the Issuer or any other Person (including without limitation any Beneficial Holder) for any Beneficial Holder to enjoy the Direct Rights provided, however, that nothing herein shall entitle any Beneficial Holder to receive any Warrant Shares that have already been transferred or any payment which has already been made in accordance with the terms of the Global Warrant Certificate.

2.4.5Notwithstanding any other provision of this Instrument, as long as any Warrants are represented by a Global Warrant Certificate and such Global Warrant Certificate is deposited with a nominee for a Common Depositary for the Clearing Systems, the requirement for presentation or surrender of such Global Warrant Certificate in respect of any exercise of rights relating to any Warrants represented by such Global Warrant Certificate (including without limitation in connection with any exercise of Purchase relating to any such Warrants) shall not apply.

2.4.6The records of the Clearing Systems and their participants shall be conclusive as to the identity of the Beneficial Holders and the respective number and Entitlement of Warrants credited to their respective securities accounts with the Clearing Systems (or to which their Entries relate) and a statement issued by the applicable Clearing System or any such participant setting out:

(a)the name of the Beneficial Holder in respect of which it is issued; and

(b)the Entitlement to which any Entry of such Beneficial Holder relates on any date,

shall be conclusive evidence for all purposes of this Instrument.

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2.4.7If the applicable Clearing System determines the Determination Date in respect of a Beneficial Holder, such determination shall (in the absence of manifest error) be binding on the Issuer, the Company, Parentco, Holdco, the Founder, each Additional Warrant Guarantor, the Warrant Holders and the Beneficial Holders (with Entries at such Clearing System).

3.REGISTER, WARRANT CERTIFICATES AND DESIGNATION

3.1Register

The Issuer shall appoint the Administration Agent to maintain the Register in accordance with the Warrant Agency Agreement.

3.2Warrant Certificates

The Issuer shall, immediately upon the name of a Warrant Holder being entered in the Register, issue, or procure the Administration Agent to issue, to the Warrant Holder a Warrant Certificate (or Warrant Certificates in such denominations as the Warrant Holder may reasonably require provided that each such Warrant Certificate shall relate to an integral number of Warrants) setting out the number of Warrants registered in its name and the Entitlement relating thereto and, upon the request of the Warrant Holder from time to time, the Issuer shall, or procure the Administration Agent to, re-issue Warrant Certificates in such other denominations as the Warrant Holder may reasonably require (provided that each such Warrant Certificate shall relate to an integral number of Warrants).

4.PURCHASE RIGHTS AND MECHANICS OF EXERCISE

4.1Rights to purchase Warrant Shares

4.1.1Subject to the terms and conditions of this Instrument, the Purchase Rights may be exercised by the Warrant Holders:

(a)(before a Qualifying IPO) immediately before the occurrence of a Qualifying IPO or an Exit Event, provided that (a) (in the case of a Qualifying IPO) such Qualifying IPO occurs at any time from the date of this Instrument up to and including 5.00pm on the Cut-off Date or (b) (in the case of an Exit Event) such Exit Event occurs at any time from the date of this Instrument up to and including the earlier of the occurrence of a Qualifying IPO or 5.00pm on the Cut-off Date; or

(b)(after a Qualifying IPO) at any time, and from time to time, up to and including 5.00pm on the Cut-off Date.

For the avoidance of doubt, each Warrant Holder shall have an independent right to exercise its Purchase Rights (and/or any other rights) in respect of any or all of the Warrants held by such Warrant Holder in whole or in part (provided that the Purchase Rights in respect of any one Warrant may only

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be exercised in full but not in part), and any exercise or non-exercise of any Purchase Rights (and/or any other rights) by any Warrant Holder shall not affect the ability of any other Warrant Holder to exercise or refrain from exercising any of its Purchase Rights (and/or any other rights) in respect of any or all of the Warrants held by such other Warrant Holder.

4.1.2A Warrant Holder may exercise its Purchase Rights, in whole or in part, in accordance with the terms of this Instrument (provided that the Purchase Rights in respect of any one Warrant may only be exercised in full but not in part). Subject to the provisions of Clauses 4.4 (Cash Settlement) and 5.2 (Revocation) and/or any other similar provisions contained in this Instrument, upon exercise, a Warrant Holder is obliged to accept, and the Issuer is obliged to transfer (free of charge) to such Warrant Holder, such number of Warrant Shares representing the Entitlement of such Warrant Holder in respect of which such Warrant Holder is exercising its Purchase Rights (the “Exercised Entitlement” of such Warrant Holder).

4.2Determination of Net Income

4.2.1Within 15 days of the end of each Period (or, if later, upon the management accounts of the Borrower for such Period becoming available), the Issuer shall appoint, at the cost of the Issuer, an Approved Audit Firm to determine the Net Income for such Period. The Approved Audit Firm shall (and the Issuer shall ensure that the Approved Audit Firm shall) issue and deliver to the Issuer, the Company, the Administration Agent, the Calculation Agent and the Warrant Holders by no later than the end of the second calendar month after the last day of each Period a review opinion setting out the Net Income with respect to such Period as determined by it.  In determining the Net Income for any Period, the Approved Audit Firm shall act as an expert and not an arbitrator.

4.2.2The Net Income for a Period shall be equal to the consolidated after-Tax net income of the Borrower for such Period excluding the following expenses (if otherwise taken into account in the determination of such consolidated after-Tax net income): (i) share-based compensation expenses, (ii) expenses directly related to the put option (in respect of the Loans) given to the Lenders pursuant to the terms of the Finance Documents (excluding interest and transaction expenses), (iii) expenses directly related to the fair market value accounting treatment of the Transaction Warrants other than transaction expenses and (iv) expenses directly related to the Qualifying IPO, provided that such expenses directly related to the Qualifying IPO shall only be excluded in respect of the relevant Period in which the Qualifying IPO occurred, and further provided that if the Qualifying IPO occurs during the First Period, such expenses directly related to the Qualifying IPO shall only be excluded in respect of the First Period (and

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shall not be excluded when determining the Net Income for the Second Period), in each case determined in accordance with the Accounting Principles and determined by an Approved Audit Firm.

4.2.3The Net Income for the relevant Period as so determined by the Approved Audit Firm shall (in the absence of manifest error) be final and binding on the Issuer, the Company and the Warrant Holders.

4.2.4Net Income for any Period shall be determined by reference to the management accounts of the Borrower for such Period.  The Issuer shall ensure that such management accounts (in each case prepared in accordance with the Accounting Principles) are prepared and delivered to the Approved Audit Firm promptly and in any case by no later than 15 days after the expiry of such Period.

4.3Procedure for exercise

4.3.1As a condition precedent to each exercise of its Purchase Rights, an Exercising Warrant Holder shall submit to the Administration Agent a completed and signed Exercise Notice at least seven Business Days prior to the QIPO Date or Exit Date or (if after a Qualifying IPO) the intended date of exercise (such QIPO Date, Exit Date or the intended date of exercise, as the case may be, being an “Exercise Date”) which notice shall also set out the Exercised Entitlement of such Exercising Warrant Holder in respect of which it wishes to exercise such Purchase Rights (which may be the whole or part only of its Entitlement, provided that the Purchase Rights in respect of any one Warrant may only be exercised in full but not in part).  Such Exercise Notice addressed to the Administration Agent shall constitute constructive notice to the Issuer regarding the same matter.  Unless otherwise provided in this Instrument, once given an Exercise Notice is irrevocable.  A Warrant Holder may nominate (in writing to the Administration Agent) such other Person as it may direct to take up its Warrant Shares.

4.3.2On such Exercise Date and subject to the Issuer’s performance of its obligations under this Clause 4.3 (Procedure for exercise), such Exercising Warrant Holder shall (except if such Exercise Date is an Exit Date in which case Clauses 4.4.4 and 4.4.5shall apply) lodge its Warrant Certificates in respect of its Warrants to be exercised with the Administration Agent (who shall, subject to receipt from the Issuer of confirmation of a successful transfer to the Exercising Warrant Holder of the Warrant Shares in accordance with the Applicable Laws, on the Exercise Date lodge those Warrant Certificate(s) with the Issuer).

4.3.3(In the event of an exercise of Purchase Rights by such Exercising Warrant Holder in respect of a Qualifying IPO or after a Qualifying IPO) the Issuer

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shall, on such Exercise Date and subject to such Exercising Warrant Holder’s performance of its obligations under this Clause 4.3 (Procedure for exercise), transfer (as legal and beneficial owner and free from any Encumbrance) to such Warrant Holder (or such other Person(s) nominated by such Exercising Warrant Holder) the number of Warrant Shares attributable to the Exercised Entitlement of such Exercising Warrant Holder and deliver to such Exercising Warrant Holder (or such other Person(s) nominated by such Exercising Warrant Holder), in respect of the Warrant Shares to be so purchased, the following documents:

(a)share certificates (physical or uncertificated versions thereof held in the relevant Stock Exchange’s clearing system) representing such Warrant Shares which shall be in such denominations of such Warrant Shares as may be reasonably requested by such Exercising Warrant Holder and shall be in the names of such Exercising Warrant Holder or as it directs; and

(b)a certified copy of the register of members of the Company evidencing that such Exercising Warrant Holder, or such other Person nominated by such Exercising Warrant Holder, has been registered as the holder of the relevant Warrant Shares.

4.3.4The Issuer shall, and shall procure the Company to, take all necessary actions for the purposes of the transfer of the relevant Warrant Shares to such Exercising Warrant Holder and recording such Exercising Warrant Holder (or such Person(s) nominated by such Exercising Warrant Holder) as the legal title owner of such Warrant Shares.  The Issuer shall ensure that the transfer of such Warrant Shares purchased shall be effected as of the Exercise Date. For the avoidance of doubt, in the event of an exercise of Purchase Rights in connection with a Qualifying IPO, the Shares shall be transferred in time to participate in the Qualifying IPO.

4.3.5Notwithstanding any other provision of this Instrument, no purchase price is payable by any Warrant Holder in connection with the exercise of any Purchase Right under this Instrument.

4.4Cash Settlement

4.4.1(In the event of an exercise of Purchase Rights by an Exercising Warrant Holder in respect of an Exit Event) upon the exercise of Purchase Rights with respect to the Exercised Entitlement of that Exercising Warrant Holder, the Issuer shall pay cash to that Exercising Warrant Holder in respect of such Exercised Entitlement in lieu of transferring Warrant Shares (“Cash Settlement”) in accordance with this Clause 4.4 (Cash Settlement).

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4.4.2In connection with an Exit Event, each Exercising Warrant Holder shall specify in its Exercise Notice information of its bank account (“Cash Settlement Account”) to which the Cash Settlement Amount is to be paid.

4.4.3The aggregate amount of cash payable to such Exercising Warrant Holder by the Issuer pursuant to Clause 4.4.1 (“Cash Settlement Amount”) in respect of any exercise of any of the Purchase Rights relating to the Exercised Entitlement (or any part thereof) of such Exercising Warrant Holder shall be determined in accordance with the following formula:

Cash Settlement Amount = A ´ C

Where:

A     =the Exit Price (in respect of such exercise); and

C     =the total number of Warrant Shares subject to Cash Settlement (for the avoidance of doubt, as such number of Warrant Shares has been adjusted in accordance with the provisions of this Instrument and/or pursuant to any written agreement between the Issuer and the Warrant Holders).

4.4.4If Cash Settlement applies in respect of any exercise by such Exercising Warrant Holder of any of its Purchase Rights in accordance with Clause 4.4.1, the Issuer shall pay the Cash Settlement Amount (in respect of such Cash Settlement to which such exercise of Purchase Rights relates) to the Cash Settlement Account of such Exercising Warrant Holder by wire transfer of immediately available funds, (i) on the Exit Date or (ii) within three Business Days from the date on which the Exit Price (relating to such exercise) is finally determined in accordance with the provisions of Clause 4.5 (Exit Price) or (iii) if such Exercising Warrant Holder has not provided the details of its Cash Settlement Account to the Issuer, within three Business Days from the date on which such Exercising Warrant Holder gives notice of the details of its Cash Settlement Account to the Issuer, whichever is later.

For the avoidance of doubt, a Warrant Holder shall not be obligated to make any payment to the Issuer in the event of a Cash Settlement.

4.4.5Within three Business Days after such scheduled Cash Settlement Amount payment date referred to in Clause 4.4.4 in respect of any Cash Settlement, such Exercising Warrant Holder shall lodge with the Administration Agent its Warrant Certificates, provided that such requirement shall not apply if such Warrant Certificates have already been lodged with the Administration Agent pursuant to Clause 4.3.2 by such Exercising Warrant Holder.  For the avoidance of doubt, if Cash Settlement applies in respect of any exercise of any Warrants, the Purchase Rights attaching to such Warrants shall be

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deemed to have been exercised upon receipt of the Cash Settlement Amount (relating to such Cash Settlement) from the Issuer in the applicable Cash Settlement Account.

4.5Exit Price

4.5.1In the event that the Cash Settlement Amount is required to be determined by reference to the Exit Price, the Exit Price (on a per Share basis) relating to such exercise shall be determined as follows:

(a)in the event that Shares in the Company are purchased in connection with the applicable Exit Event, in accordance with the following formula:

Exit Price =

Where:

P=total purchase price paid for the Shares purchased in connection with the applicable Exit Event

Q=number of Shares purchased in connection with applicable the Exit Event;

(b)in the event that Shares in the Company are not purchased in connection with the Exit Event and accordingly Clause 4.5.1(a) above does not apply, the Issuer shall, within 10 days from the Exit Date, appoint at the cost of the Issuer an Approved Audit Firm to determine the Exit Price which shall (if possible) be derived from the price transacted in the Exit Event and shall be equal to the then fair market value of each Share. The Approved Audit Firm shall issue and deliver to the Issuer, the Administration Agent and the Warrant Holders, within thirty (30) days from its appointment, a certificate setting out the Exit Price in respect of such exercise as determined by it. In determining the Exit Price, the Approved Audit Firm shall act as an expert and not an arbitrator.

4.6Replacement Options upon Exit Event

If there is an Exit Event, and in the event that any Warrant Holder does not exercise all or any part of its Purchase Rights in accordance with Clause 4.4(Cash Settlement), such Warrant Holder shall have the right, but not the obligation, to receive, in respect of any unexercised Purchase Rights, replacement warrants or options or other rights (whether issued by the Company, the Issuer or any other person) acceptable to the Warrant Holders represented by a Written Consent which in any event shall be on terms no less favourable to the Warrant Holders than those

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under this Instrument (and the Warrant Holders shall be entitled, upon request, to obtain an opinion at the Issuer’s expense from the Approved Audit Firm confirming the terms of such replacement options or other rights), and the other rights of such Warrant Holder under this Instrument shall be adjusted and construed accordingly (and, if applicable, in accordance with the terms of such Written Consent).

4.7Term

Subject to Clause 4.9 (No lapse), if a Warrant Holder has not exercised its Purchase Rights in full upon the Cut-off Date in accordance with Clause 4.3 (Procedure for exercise), that Warrant Holder’s outstanding Warrants which have not been so exercised shall lapse and shall not be capable of being exercised after the Cut-off Date.

4.8Payment of Taxes

The Issuer shall pay all stamp, issue, registration or other similar taxes and duties (if any) arising on the transfer of the Warrants or the Warrant Shares and all bank fees, charges or other expenses that may be due in connection with the payment of the Cash Settlement.

4.9No lapse

If the Issuer, the Company, any other Warrant Guarantor or the Founder fails to comply in full with its obligations pursuant to this Instrument, any rights attaching to the Warrants which are not exercised prior to the Cut-off Date shall not lapse upon the Cut-off Date and shall remain capable of being exercised in accordance with the terms of this Instrument until the Issuer has complied in full with its obligations under this Instrument.

4.10Supplemental exercise mechanics for Qualifying IPO in the USA

4.10.1If a Qualifying IPO is proposed by the Company in respect of any Stock Exchange in the United States, the Issuer and the Company (as applicable) shall:

(a)promptly notify each Warrant Holder (with a copy to the Administration Agent) of the minimum price at which shares will be offered for sale pursuant to the Qualifying IPO (as indicated in the price range to be set out in the final draft offering document to be issued by the Company (the “Price Range”)) no later than the date on which the Price Range is finally determined;

(b)at the request of any Warrant Holder, complete the transfer of Warrant Shares pursuant to an exercise of the Warrant Holder’s Purchase Rights on a date between the date on which the Qualified IPO pricing is finally agreed and the QIPO Date as specified by the

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Warrant Holder in the Exercise Notice (instead of completion occurring on the QIPO Date under Clause 4.3);

(c)comply with any exercise of the piggy-back registration rights under Schedule 6 (Registration Rights) of such Warrant Holder as the holder of Transaction Registrable Securities (namely, the Warrant Shares acquired pursuant to such exercise of the Purchase Rights); and

(d)keep each such Exercising Warrant Holder informed of all developments relating to the Qualifying IPO that are material to such Persons and the exercise, maintenance and protection of their rights and interests hereunder until consummation of the Qualifying IPO.

4.10.2If a Warrant Holder exercises any Purchase Rights, or acquires any Top-up Warrant Shares, after a Qualifying IPO on a Stock Exchange in the United States, the Company shall comply with the demand registration rights under Schedule 6 (Registration Rights) of such Warrant Holder as the holder of Transaction Registrable Securities (namely, the Warrant Shares acquired pursuant to such exercise or acquired as Top-up Warrant Shares).

5.QUALIFYING IPO AND EXIT EVENT

5.1Notices of Qualifying IPO and Exit Event

5.1.1The Issuer shall promptly notify (with a copy to the Administration Agent) each Warrant Holder in writing (such notification being a “QIPO Notice”) upon the submission of a listing application to any Stock Exchange for a Qualifying IPO and thereafter keep the Warrant Holders informed of any acceleration, delay and withdrawal related to the proposed Qualifying IPO.  The QIPO Notice shall state the terms of such listing.

5.1.2The Issuer shall promptly notify (with a copy to the Administration Agent) each Warrant Holder in writing (such notification being an “Exit Notice”) at least 21 days prior to the entering of the Issuer, the Company or any Covered Entity into definitive transaction documents for any Exit Event or (if earlier) the occurrence of any Exit Event.

5.2Revocation

5.2.1If, after service of any QIPO Notice or Exit Notice, it becomes reasonably apparent that the proposed Qualifying IPO or Exit Event will not or is unlikely to occur (which circumstances may include, without limitation, the underwriting or pricing agreement for the Qualifying IPO not having been signed by the time indicated in the offering circular for the Qualifying IPO), the Issuer shall promptly thereafter give written notice (with a copy to the Administration Agent) to each Warrant Holder stating that this is the case and setting out the reasons therefor (the “Revocation Notice”).

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5.2.2If in the case of any proposed Qualifying IPO or Exit Event, the proposed Qualifying IPO or Exit Event does not occur for any reason, then irrespective of whether any Revocation Notice has been given:

(a)any Exercise Notice given in connection with such proposed Qualifying IPO or Exit Event shall be automatically revoked and any exercise of any Purchase Rights in connection with such proposed Qualifying IPO or Exit Event shall be deemed not to have been made;

(b)all Purchase Rights in respect of any Warrants (construed as if no Exercise Notice or exercise of any Purchase Rights had been given or made in respect of such proposed Qualifying IPO or Exit Event) shall remain exercisable in full in accordance with the provisions of this Instrument; and

(c)the Issuer shall return (or procure the Administration Agent to return) to each Warrant Holder any Warrant Certificate lodged pursuant to Clause 4.3 (Procedure for exercise), and any transfer of Warrant Shares completed pursuant to each Exercise Notice shall be reversed such that such Warrant Shares shall be transferred back to the Issuer (at the Issuer’s cost) at the same time as the Issuer gives such Revocation Notice (or, if earlier, three Business Days after it becomes apparent that such Qualifying IPO or Exit Event is not occurring within the timing set forth in any QIPO Notice or Exit Notice relating thereto),

provided that nothing in this Clause 5.2 (Revocation) shall prejudice any further exercise of any Purchase Rights.

5.3Stock Exchanges

The provisions of this Instrument relating to the procedures of a Qualifying IPO shall be adjusted to the extent necessary to reflect the administrative procedures of the Stock Exchange where the Qualifying IPO takes place, provided that such adjustments shall not in any way adversely affect the rights of the Warrant Holders and further provided that the Issuer and the Company shall give (or procure the Administration Agent to give) prior notice to each Warrant Holder of any such adjustment to this Instrument.

5.4Stock Exchange’s objections

In the event that the Stock Exchange raises objections to the Company’s application for a Qualifying IPO on the basis that the Warrants are outstanding and/or that they can be exercised in accordance with the terms of this Instrument, the Issuer, the Company and the Warrant Holders shall enter into discussions in good faith with a view to finding a solution which will result in the Stock Exchange removing its objections and execute such documentation and take such steps as may be reasonably

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necessary for the implementation of any such solution, provided that the rights of the Warrant Holders shall not thereby in any way be adversely affected.

5.5Registration rights

The Company hereby grants to each Warrant Holder registration rights in respect of the Warrant Shares on the terms set out in Schedule 6 (Registration Rights).

5.6Qualifying IPO undertaking

Each of the Issuer, the Company and the Founder shall use their reasonable endeavours to consummate a Qualifying IPO of the Company before 31 December 2010.

6.RIGHTS OF FIRST OFFER AND CO-SALE RIGHTS

6.1Right of first offer on new issue

6.1.1Subject to Clause 7.3.1, the Issuer will not, and the Issuer shall procure that none of the Company Entities will, allot, issue or grant any right to subscribe for share capital, or to convert securities into new share capital, of any Company Entity (except for any issuance of shares by a Company Entity (other than the Company) solely in favour of another Company Entity) unless each Warrant Holder is offered, on the same terms (as nearly as practicable and except that where such terms require shares or securities to be allotted as fully paid up otherwise than in cash, (other than, for the avoidance of doubt, any allotment of shares by way of bonus issue) each Warrant Holder shall be entitled to subscribe in cash for the equivalent value (being the value certified by the Approved Audit Firm for each share or security to which it is so entitled)), a pro-rata participation in such allotment, issue or grant (calculated on the assumption that each of the Transaction Warrant Holders had exercised its respective outstanding Transaction Entitlements in full on the day immediately preceding the date of such allotment, issue or grant) in the same proportion of the total allotment, issue or grant as such Warrant Holder’s shareholding in the Company (calculated on the assumption that each Transaction Warrant Holder had exercised its outstanding Transaction Entitlements in full on the day immediately preceding the date of such allotment, issue or grant) bears to the entire issued share capital of the Company (calculated as if all Transaction Warrants had been exercised in full) immediately prior to such allotment, issue or grant;

6.1.2if requested by the Warrant Holders (acting by Written Consent), the Issuer shall ensure that an opinion be provided to the Warrant Holders (the “Opinion”) by an Approved Audit Firm, stating that the proposed issue or grant is being made at or above Market Value. In the event that the Approved Audit Firm is unable to provide such an opinion, and if requested

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by the Warrant Holders, an appropriate adjustment shall be made to the Warrant Holders’ rights so that, after such adjustment, the total number of Warrant Shares in respect of which the Purchase Rights will then be, or be capable of being, exercised will carry:

(a)as nearly as possible (and in any event not less than) the same proportion (expressed as a percentage of the total number of votes exercisable on a poll in respect of all the Equity Shares) of the votes; and

(b)the same entitlement to participate (expressed as a percentage of the total entitled conferred by all the Equity Shares) in the profits and assets of the Company; and

(c)the same entitlement to receive value (expressed as a percentage of the total entitlement conferred by all the Equity Shares) on the occurrence of a Qualifying IPO or an Exit Event or other Exercise Date,

as the total number of Warrant Shares which could have been purchased pursuant to the Purchase Rights conferred by the Warrants then outstanding would have had, had the proposed allotment, issue or grant occurred at Market Value; and

6.1.3if the Company or another Company Entity proposes to make an allotment, issue or grant of the type referred to in this Clause 6.1, the Issuer shall, or it shall procure that the relevant other Company Entity shall, provide such information as the Warrant Holders may reasonably require in connection with such proposal at least twenty (20) Business Days before the date of the proposed allotment, issue or grant,

provided that, nothing in this Clause 6.1shall oblige a Warrant Holder to participate in any offer or invitation of the type referred to in it.

6.2Right of first offer on transfer

6.2.1Prior to a Qualifying IPO, in the event that Issuer proposes to transfer (which includes any sale, assignment, disposition, or entering into of any voting trust or other contract, option or other arrangement or understanding with respect thereto, whether direct or indirect, and whether voluntary or involuntary) (“Transfer” (and expressions such as “Transferee” and “Transferred” shall be construed accordingly)) any Shares to any Person (excluding (a) any Transfer of Shares to Warrant Holders in accordance with Clause 4 (Purchase Rights and Mechanics of Exercise) or to Transaction Warrant Holders pursuant to and in accordance with the terms of the Transaction Warrant Instruments or to Other Warrant Holders pursuant to and in accordance with the terms of the Other Warrant Instruments and (b) the issuance of any Warrants pursuant to

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Clause 2.1.1(c) and/or the issuance of any Transaction Warrants pursuant to any other Transaction Warrant Instruments and/or the issuance of any Other Warrants pursuant to any Other Warrant Instruments), the Issuer shall (without prejudice to its obligations under Clauses 7.1.2 and 7.3.2) first offer such Shares to each Warrant Holder (the “ROFO Holders”) in the amounts specified in Clause 6.2.2.  The Issuer shall send (with a copy to the Administration Agent) a written notice (“Transfer Notice”) to the Company and each ROFO Holder stating (i) the number of Shares proposed to be so Transferred (“Offered Shares”); (ii) the proposed purchase price per Share (“Offered Price”) in US$ in respect of such Transfer; (iii) the terms and conditions of such Transfer, which must not include any material conditions to completion other than requisite regulatory approvals and filings; (iv) the expected date of consummation of the proposed Transfer; (v) the total number of Ordinary Shares that the Issuer owns, (vi) the maximum ROFO Shares that such ROFO Holder is entitled to purchase or otherwise acquire, including particulars of such calculation; (vii) an undertaking that the proposed Transferee will be informed of the co-sale rights provided for in Clause 6.3 (Co-sale right); and (viii) a representation that no consideration, tangible or intangible, is being provided to the Issuer that is not reflected in the price to be paid to the ROFO Holders exercising their co-sale rights provided in Clause 6.3 (Co-sale right).

6.2.2Such Transfer Notice shall constitute a first offer (“ROFO Offer”) by the Issuer to each ROFO Holder for such ROFO Holder to acquire from the Issuer a proportion of the Offered Shares.  Each ROFO Holder may elect to purchase or otherwise acquire, in accordance with Clause 6.2.3, up to such number of Offered Shares equal to the total number of Offered Shares multiplied by a fraction, the numerator of which is such ROFO Holder’s then outstanding Entitlement and the denominator of which is the aggregate of the then outstanding Transaction Entitlements of all Transaction Warrant Holders (the number of Offered Shares that is the product of such equation, the “ROFO Shares” in respect of such ROFO Holder) at a purchase price equal to the Offered Price and upon the terms and conditions specified in the Transfer Notice.  A ROFO Holder may nominate such other person as it may direct to take up its ROFO Shares.

6.2.3Each ROFO Holder may accept the ROFO Offer (in whole or in part) in respect of any Transfer by giving a written notice (“ROFO Response”) to the Issuer (with a copy to the Administration Agent) within 30 days from the date of the Transfer Notice (“ROFO Period”).  The Issuer shall be obliged to sell such ROFO Shares to such ROFO Holder (or its nominee) to the extent that such ROFO Holder has so accepted such ROFO Offer.

6.2.4The failure of a ROFO Holder to deliver a ROFO Response within the ROFO Period in respect of a Transfer is deemed to be a waiver of such

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ROFO Holder’s rights to purchase the ROFO Shares under this Clause 6.2 (Right of first offer on transfer) in respect of such Transfer.  For the avoidance of doubt, each ROFO Holder shall have an independent right to accept the ROFO Offer in respect of any Transfer in accordance with this Clause 6.2 (Right of first offer on transfer). The acceptance or non-acceptance of any ROFO Offer by any ROFO Holder in respect of any Transfer shall not affect (i) the right of any other ROFO Holder to accept or refuse to accept such ROFO Offer and/or (ii) the right of any ROFO Holder (including without limitation such first-mentioned ROFO Holder) to accept or refuse to accept any ROFO Offer in respect of any other Transfer.

6.2.5Subject to Clause 6.3 (Co-Sale right), if not all Offered Shares referred to in the Transfer Notice are elected to be purchased or acquired pursuant to Clause 6.2.3 or Clause 6.2.4, the Issuer may, during the 90 days following the expiration of the ROFO Period, enter into an agreement with a third party (the “Offeree”) to sell such Offered Shares not elected to be purchased or acquired by the ROFO Holders pursuant to Clause 6.2.3 or Clause 6.2.4 to such Offeree at a price not less than, and upon the terms no more favourable to such Offeree than, that specified in the Transfer Notice (in each case without prejudice to its obligations under Clauses 7.1.2 and 7.3.2).  If the Issuer does not enter into an agreement for the sale of the Offered Shares within such period, or if such sale is not consummated within three months from the date of that agreement, the right provided under Clause 6.2 (Right of first offer on transfer) shall be deemed to be revived and such Offered Shares shall not be offered or otherwise made subject to any Transfer until and unless first reoffered to the ROFO Holders in accordance with this Clause 6.2 (Right of first offer on transfer).

6.3Co-sale right

6.3.1If a ROFO Holder fails to or elects not to accept the ROFO Offer pursuant to Clause 6.2 (Right of first offer on transfer) in respect of any Transfer, such ROFO Holder shall be entitled to participate in such Transfer by the Issuer and Transfer all or a part of its Warrants (such Warrants to be so Transferred being “Co-Sale Securities”), simultaneously with the Issuer to the Offeree on equivalent terms and conditions as the Issuer is Transferring its Shares under the Transfer to which such ROFO Offer relates, provided that the aggregate Entitlements of such Co-Sale Securities of such ROFO Holder to be so Transferred shall be an amount equal to the total number of Offered Shares that the Issuer wishes to so Transfer in accordance with Clause 6.2.1 (expressed as a percentage of the Fully Diluted Share Capital), multiplied by the amount (expressed as a decimal) equal to the total Entitlement that such ROFO Holder wishes to so Transfer in accordance with this Clause 6.3 divided by the aggregate of (x) the aggregate Transaction Entitlements that any and all Transaction Warrant Holders wish

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to so Transfer in accordance with this Clause 6.3 (and/or equivalent provisions in other Transaction Warrant Instruments) plus (y) such Offered Shares that the Issuer wishes to so Transfer in accordance with Clause 6.2.1 (expressed as a percentage of the Fully Diluted Share Capital) by providing a written notice (“Co-Sale Notice”) to the Issuer (with a copy to the Administration Agent) no later than 30 days from the date of receipt of the relevant Transfer Notice (such notice specifying that the total Entitlement that such ROFO Holder wishes to so Transfer in accordance with Clause 6.3).  The Issuer shall, or shall procure that the Calculation Agent shall, promptly (and in any event within 5 Business Days) after the expiry of 30 days from the date of such Transfer Notice, notify each Warrant Holder of the number of Co-Sale Securities of such Warrant Holder (including particulars of the calculation thereof).

6.3.2Where any one or more ROFO Holder(s) exercises its right under this Clause 6.3 (Co-Sale right), the Issuer shall procure that Offeree purchases all the Co-Sale Securities specified in each such Co-Sale Notice from each such ROFO Holder in accordance with Clause 6.3.1.  If the Offeree declines to purchase all of the Offered Shares and such Co-Sale Securities (in respect of any and all of the ROFO Holders that exercise their rights under this Clause 6.3 (Co-Sale right)), the number of Offered Shares to be Transferred by the Issuer shall be reduced accordingly by up to the aggregate number of Warrant Shares represented by the Entitlement relating to such Co-Sale Securities to be Transferred by any and all ROFO Holders, and in any case so that the Offeree shall purchase all of the Co-Sale Securities of any and all ROFO Holders that exercise their rights under this Clause 6.3 (Co-Sale right).

6.3.3The failure of a ROFO Holder to deliver a Co-Sale Notice within the period referred to in Clause 6.3.2 is deemed to be a waiver of the ROFO Holder’s rights to co-sell its Co-Sale Securities under this Clause 6.3 (Co-Sale right) in respect of such Transfer.  For the avoidance of doubt, each ROFO Holder shall have an independent right to exercise its rights (in whole or in part) under this Clause 6.3 (Co-Sale right) in respect of any Transfer.  The exercise or non-exercise of any such rights by any ROFO Holder in respect of any Transfer shall not affect (i) the right of any other ROFO Holder to exercise or refrain from exercising its rights under this Clause 6.3 (Co-Sale right) in respect of such Transfer and/or (ii) the right of any ROFO Holder (including without limitation such first-mentioned ROFO Holder) to exercise or refrain from exercising its rights under this Clause 6.3 (Co-Sale right) in respect of any other Transfer.

6.3.4If the Offeree fails to purchase all Co-Sale Securities from all the ROFO Holders that elect to exercise their rights under this Clause 6.3 (Co-Sale right) in respect of any Transfer (as specified in the respective Co-Sale

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Notices of such ROFO Holders), then the Issuer must not complete such Transfer, and the Company shall not register such Transfer.

6.3.5The Issuer shall not be liable to any Warrant Holder who has exercised its co-sale rights under this Clause 6.3 (Co-Sale right) in the event that the proposed Transfer by the Issuer does not consummate for any reason, unless the non-consummation of the Transfer is due to the default of the Issuer, and provided that the Issuer complies with its obligations under Clause 6.3.4 and other provisions of this Instrument.

7.UNDERTAKINGS

7.1Undertakings by the Issuer

The Issuer undertakes that during the period from the date of this Instrument and whilst any Warrants are outstanding (except with the prior sanction of a Written Consent):

7.1.1it shall ensure that the aggregate Warrant Shares held or to be held by the Warrant Holders on an as-exercised basis in full represent the Total Entitlement of the Fully Diluted Share Capital;

7.1.2it shall at all times maintain legal and beneficial ownership of sufficient number of Shares free from Encumbrances (other than the Share Pledge) in order to satisfy the exercise of all outstanding Warrants and other Transaction Warrants in full;

7.1.3it shall ensure that at all times the Shares subject to valid and effective security under the Share Pledge are not less than the higher of (a) the aggregate maximum number of Shares that may be required to satisfy the exercise of all outstanding Warrants and other Transaction Warrants in full and (b) such number of Shares as shall be equal to 30% of the Fully Diluted Share Capital from time to time (such higher number of Shares being the “Required Shares”);

7.1.4it will not exercise its voting rights to approve any modification of the rights attached to any shares or securities of the Company (including the creation or issue of any shares or securities with preferential rights, or any other class of shares or securities) which may have an adverse effect on the rights of the Warrant Holders or the value of the Warrants or of the Warrant Shares;

7.1.5it will not take any action for the purpose of avoiding or seeking to avoid the performance of any of the terms to be observed or performed by it or any Obligor under this Instrument, the Warrant Agency Agreement, any Warrant Certificate or under the Facility Agreement;

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7.1.6it will comply with all applicable regulatory requirements in respect of the issue of the Warrants and the continuing validity of the Warrants thereafter until the Warrants are exercised or lapsed or this Instrument is terminated in accordance with the terms and conditions of this Instrument;

7.1.7it will procure that the Company observes and complies with its obligations under this Instrument;

7.1.8it will comply with its obligations, and will use all reasonable endeavours to procure that the Calculation Agent and the Administration Agent comply with their respective obligations, under this Instrument, the Warrant Agency Agreement and each Warrant Certificate, and notify the Warrant Holders immediately it becomes aware of any material breach of such obligations; and (in the event that an Agent fails to comply with any of its obligations under, or perform any action expressed to be required to be performed by such Agent under, this Instrument, the Warrant Agency Agreement or any Warrant Certificate, the Issuer shall perform such obligations and such action itself);

7.1.9it shall not:

(a)incur any liabilities except for:

(i)indebtedness owing to Wise Worldwide Limited pursuant to the Intercompany Loan Agreement (in the form subsisting as at the date of this Instrument) provided that (x) the principal amount of such indebtedness is not increased after the date of this Instrument and (y) such indebtedness shall have been subordinated to the indebtedness of the Obligors under the Transaction Documents pursuant to a Subordination Deed between the Issuer, Wise Worldwide Limited and the Security Agent;

(ii)liabilities that arise in the ordinary course of acting as a holding company of the Company; and/or

(iii)liabilities under the Transaction Warrant Instruments, the Other Warrant Instruments and the Security Documents to which it is a party;

(b)create or permit to subsist any Security, Quasi-Security or other Encumbrance over any of the Required Shares or any interest therein (except for any Security created under or evidenced by any Security Document); or

(c)enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease,

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transfer or otherwise dispose of any of the Required Shares or any interest therein (except for any disposal constituted by the creation of any Security under any Security Document and/or any transfer of Required Shares to the Transaction Warrant Holders in accordance with the terms of the Transaction Warrants).

7.2Undertakings by the Company

The Company undertakes that during the period from the date of this Instrument and whilst any Warrants are outstanding (except with the prior sanction of a Written Consent):

7.2.1it will not, and it will procure that no Covered Entity will, carry out any Exit Event;

7.2.2it will not conclude terms for any initial offering of shares or securities of the Company and will not undertake any initial offering of shares or securities of the Company except for a Qualifying IPO which involves a quotation for all the Warrant Shares (or any shares into which they and/or Warrants may convert in connection with the Qualifying IPO) on terms which are no less favourable than those applicable to the other issued shares and the shares to be issued upon the Qualifying IPO (including being listed on the principal securities exchanges and markets within the United States, if any, on which other issued shares and the shares to be issued upon the Qualifying IPO are then listed). To the extent that the Ordinary Shares are not listed on a national securities exchange within the United States or there is no exemption from state “blue sky” securities laws for the issuance of the Warrant Shares, the Company will take all commercially reasonable actions which may be necessary so that the Warrant Shares are registered in all states of the United States in which the holders of the Warrants reside;

7.2.3it will not conclude terms for a Qualifying IPO and will not undertake a Qualifying IPO pursuant to which lock-up or similar restrictions are imposed on any of the Shares (including without limitation any Warrant Shares) unless: (i) such lock-up is required (and provided to the extent required) by the Stock Exchange in respect of such Qualifying IPO), and the Issuer is permitted to transfer all of the Warrant Shares to the Warrant Holders upon the occurrence of such Qualifying IPO, or (ii) in any other case it obtains a Written Consent amending the terms of this Instrument;

7.2.4it shall ensure that any initial public offering or secondary offering that is primarily based on the assets or business of the Group or any part thereof shall be made by the Company by way of a Qualifying IPO; and

7.2.5it will not take any action for the purpose of avoiding or seeking to avoid the performance of any of the terms to be observed or performed by it under

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this Instrument, the Warrant Agency Agreement, any Warrant Certificate or under the Facility Agreement.

7.3Undertakings by the Warrant Guarantors

Each of the Warrant Guarantors undertakes that during the period from the date of this Instrument and whilst any Warrants are outstanding (except with the prior sanction of a Written Consent):

7.3.1it shall not, and shall ensure that no member of the Group shall, issue any shares or other Equity Interests, except for:

(a)any issuance of shares or Equity Interests in the Company in favour of the Issuer;

(b)any issuance of shares or Equity Interests in any Company Entity (other than the Company) in favour of another Company Entity,

and provided that, for the avoidance of doubt, if such Written Consent is obtained, Clause 6.1 (Right of first offer on new issue) shall continue to apply.

7.3.2it shall not, and shall ensure that no member of the Group shall, sell, transfer, convey or otherwise dispose of, or create any Encumbrance over;

(a)any shares or Equity Interests in any member of the Group, except for:

(i)the creation of Transaction Security over such shares or Equity Interests under the Security Documents; and

(ii)any transfer of any shares or Equity Interests in any Company Entity (other than the Company) to another Company Entity,

and provided that, for the avoidance of doubt, if such Written Consent is obtained, Clause 6.2 (Right of first offer on transfer) and Clause 6.3 (Co-sale right) shall continue to apply.

(b)any of its material assets, except for:

(i)the creation of Transaction Security over such assets under the Security Documents;

(ii)any transfer of any assets of any Company Entity in favour of another Company Entity; and

(iii)any disposal of assets in the ordinary course of trading and on arm’s length terms;

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7.3.3it shall not, and shall ensure that no member of the Group shall, make, declare or pay any Distribution, except:

(a)any Distribution by a member of the Group (other than the Company) in favour of a Company Entity; or

(b)Distributions by the Company in favour of its shareholders provided that the aggregate of any and all such Distributions made, paid and/or declared during any financial year of the Company does not exceed (or the equivalent thereof in the applicable currency does not exceed):

(i)(in the case of the financial year of the Company ending in 2010 or 2011) 10% of the shareholders’ equity of the Borrower (as determined in accordance with the Accounting Principles) as at the end of the immediately preceding financial year of the Company; or

(ii)(in the case of any financial year of the Company ending in or after 2012) 15% of the shareholders’ equity of the Borrower (as determined in accordance with the Accounting Principles) as at the end of the immediately preceding financial year of the Company;

7.3.4it shall ensure that each financial year of each member of the Group shall end on 30 September; and

7.3.5it shall ensure that each member of the Group (other than the Company) shall be wholly-owned directly or indirectly by one or more Company Entities.

7.4Undertaking by the Founder

The Founder undertakes that during the period from the date of this Instrument and whilst any Warrants are outstanding it shall procure that the Issuer complies with the obligations expressed to be assumed by it under this Instrument, the Warrant Agency Agreement and the Warrant Certificates.

8.WINDING UP OF THE ISSUER OR THE COMPANY

8.1Rights of Warrant Holders upon winding up of the Issuer or the Company

If at any time while any Warrants are outstanding an order is made or an effective resolution is passed for the winding up or dissolution of the Issuer or the Company or if any other dissolution of the Issuer or the Company by operation of law is to be effected, the Issuer shall as soon as reasonably practicable send to the Warrant Holders a written notice (with a copy to the Administration Agent) stating that such an order has been made or resolution has been passed or other dissolution is to be effected.  A Warrant Holder may at any time within three months after the date of

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such notice elect, by written notice (with a copy to the Administration Agent) to the Issuer and subject to Applicable Laws, to be treated as if it had, immediately before the date of the making of the order or passing of the resolution or other dissolution, exercised its rights (and as if such rights were exercisable in accordance with the terms of this Instrument) to purchase (without charge) the Warrant Shares from the Issuer in preference and prior to any other party subject to the Applicable Laws.

8.2Warrants lapse upon dissolution

Subject to compliance by the Issuer with Clause 8.1 (Rights of Warrant Holders upon winding up of the Issuer or the Company), the Warrants held by a Warrant Holder shall lapse on a dissolution or winding up of the Issuer.

8.3No obligation

For the avoidance of doubt, the Warrant Holders shall not have any obligation to make any actual payment to the Issuer or the Company in connection with a dissolution or winding up of the Issuer or the Company.

9.TRANSFER OF WARRANTS AND LEGENDS

9.1Subject to compliance with the Applicable Laws, the Warrants and all rights thereunder are transferable in accordance with the provisions of Schedule 5 (Register, Transfers and Notices) without charge to the relevant Warrant Holder.

9.2Each Warrant Certificate issued hereunder shall bear a legend in substantially the following form

“THIS WARRANT AND THE SHARES ACQUIRABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, THIS WARRANT MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCES. THIS WARRANT IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE WARRANT INSTRUMENT DATED AS OF [   ] AND THE WARRANT AGENCY AGREEMENT DATED AS OF [   ], COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE ADMINISTRATION AGENT OR ANY SUCCESSOR THERETO.  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT THE HOLDER IS A PERSON OUTSIDE THE UNITED STATES PURCHASING WARRANTS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER

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THIS WARRANT OR THE SHARES ACQUIRABLE UPON EXERCISE OF THIS WARRANT EXCEPT (A) TO PREMIUM SINO FINANCE LIMITED (THE “ISSUER”) OR ITS AFFILIATES; (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE); (E) PURSUANT TO ANY AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT (PROVIDED THAT AS A CONDITION TO THE REGISTRATION OF TRANSFER OF ANY WARRANTS OTHERWISE THAN AS DESCRIBED HEREIN, THE ISSUER OR THE ADMINISTRATION AGENT MAY, IN CIRCUMSTANCES THAT ANY OF THEM DEEMS APPROPRIATE, REQUIRE EVIDENCE AS TO COMPLIANCE WITH ANY SUCH EXEMPTION); OR (F) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF THE REGULATION S UNDER THE SECURITIES ACT; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS WARRANT IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.”

When the Warrants and/or Warrant Shares (a) shall have been effectively registered under the Securities Act and applicable securities laws, or (b) are no longer subject to any restrictions upon transfer under the Securities Act, the Issuer shall, upon the written request of the relevant Warrant Holder, issue to such Warrant Holder in exchange for such Warrant Holder’s existing Warrant Certificate a new Warrant Certificate evidencing such Warrant(s) (represented by such existing Warrant Certificate) without a legend setting forth the relevant transfer restriction, as the case may be.

10.AGENTS AND ARRANGER

10.1Administration Agent

The Issuer shall, in accordance with the terms of the Warrant Agency Agreement, appoint and authorise, the Administration Agent to act as administration agent in respect of the Warrants and exercise the rights, powers, authorities and discretions specifically given to the Administration Agent under this Instrument and/or the Warrant Agency Agreement, including without limitation maintaining the Register in

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accordance with Schedule 5 (Register, Transfers and Notices) and the other provisions of this Instrument and the Warrant Agency Agreement.

10.2Calculation Agent

The Issuer shall, in accordance with the terms of the Warrant Agency Agreement, appoint and authorise, the Calculation Agent to act as calculation agent in respect of the Warrants and exercise the rights, powers, authorities and discretions specifically given to the Calculation Agent under this Instrument and/or the Warrant Agency Agreement.

10.3Maintenance of Agents

The Issuer must maintain, in accordance with the terms of the Warrant Agency Agreement, an Administration Agent and a Calculation Agent at all times during the term of this Instrument with effect no later than the date of the first Utilisation Request under the Facility Agreement. The Issuer must ensure that (a) the same Person acts as administration agent under all Transaction Warrant Instruments at all times during the term of this Instrument and (b) the same Person acts as calculation agent under all Transaction Warrant Instruments at all times during the term of this Instrument.

10.4Protection of Agents

Any protection afforded to any Agent (including without limitation any exclusion of liability) pursuant to the provisions of the Warrant Agency Agreement shall be binding on all of the Issuer, the Company, each other Warrant Guarantor, the Founder, the Warrant Holders and the Beneficial Holders.

10.5Role of the Arranger

The Arranger has no obligations of any kind to any of the Issuer, the Company, any other Warrant Guarantor, the Founder, any Warrant Holder, any Beneficial Holder under or in connection with this Instrument, any other Transaction Warrant Instrument, or any other Transaction Document.

10.6Protection of Arranger

Any protection afforded to the Arranger (including without limitation any exclusion of liability) pursuant to the provisions of this Instrument shall be binding on all of the Issuer, the Company, each other Warrant Guarantor, the Founder, the Warrant Holders and the Beneficial Holders.

11.VARIATION OF RIGHTS AND VOTES

11.1Modification

11.1.1Subject to Clauses 5.3 (Stock Exchanges) and Clauses 11.1.2 to 11.1.4, any of the rights for the time being attached to the Warrants may from time to

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time (whether or not the Issuer or the Company is being wound up) be altered, abrogated or waived with the sanction of a Written Consent and shall be effected by an instrument by way of deed poll executed by the Issuer, the Founder, and (at all times prior to a Qualifying IPO) the Warrant Guarantors and (in each case) expressed to be supplemental to this Instrument (but without any need for such instrument to be executed by any Initial Beneficial Holder, any Warrant Holder or any other Beneficial Holder).

11.1.2Any proposed amendment, modification, alteration or waiver to the terms of the Warrants or the provisions of this Instrument in respect of or relating to the Stated Per Cent, any Entitlement, or the definition of “Transaction Entitlement”, “Transaction Warrant”, “Transaction Warrant Holder”, “Transaction Warrant Instrument” or “Total Transaction Entitlement”, or any amendment to the terms of Clause 4.3.5, or this Clause 11, or any other provision of this Instrument which expressly contemplates a Unanimous Written Consent, shall not be effective unless such amendment, modification, alteration or waiver is consented to by a Unanimous Written Consent and any such amendment, modification, alteration or waiver shall be effected by an instrument by way of deed poll executed by the Issuer, the Founder, and (at all times prior to a Qualifying IPO) the Warrant Guarantors and (in each case) expressed to be supplemental to this Instrument (but without any need for such instrument to be executed by any Initial Beneficial Holder, any Warrant Holder or any other Beneficial Holder).

11.1.3Any amendment, modification, alteration or waiver which relates to or has the effect of changing Clause 2.1 (Issue of Warrants), Schedule 8 (Form of Designation Notice) or the definition of “Arranger” or “Designation Notice”, or any provision conferring any right or protection on the Arranger, may not be effected with the prior written consent of the Arranger.

11.1.4At all times during the period from the date of this Instrument to the time when the Global Warrant Certificate has been issued in accordance with Clause 2.1.1(b), for the purposes of any Written Consent, Unanimous Written Consent or Transaction Written Consent, each Person set out in Schedule 1 (Initial Beneficial Holders and Initial Warrants held) shall be deemed to be a Warrant Holder with outstanding Warrants carrying an Entitlement set out opposite the name of such Person in Schedule 1 (Initial Beneficial Holders and Initial Warrants held).

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11.2Endorsement

A memorandum of every such supplemental deed as is referred to in Clause 11.1 (Modification) shall be endorsed on the Warrant Certificates and notice of such alteration, abrogation, waiver or modification shall be given to the Warrant Holders, the Issuer, the Founder, the Administration Agent, the Calculation Agent, and the Arranger within five Business Days of it occurring.

11.3Termination

11.3.1This Instrument shall terminate and shall cease to have effect at the earlier of (a) when all the rights of the Warrant Holders under this Instrument have lapsed or have been exercised in accordance with its terms and (b) when all Warrant Holders, the Issuer and the Company agree in writing that this Instrument shall terminate and cease to have any effect. For the avoidance of doubt, this Instrument shall continue to have full force and effect and the Warrants (including the Purchase Rights) shall continue to be capable of being exercised (unless they have otherwise lapsed in accordance with the terms of this Instrument) notwithstanding (i) all obligations under the Facility Agreement have been irrevocably discharged in full, (ii) all amounts which may be or become payable by any or all of the Obligors under or in connection with the Transaction Documents have been irrevocably paid in full including, without limitation, any mandatory prepayment, voluntary prepayment, exercise of any put option thereunder and (iii) no Lender is under any further obligation (whether actual or contingent) to provide any further advance or financial accommodation to any Obligor under any Finance Document.

11.3.2Notwithstanding Clause 11.3.1, Clauses 6.1 (Right of first offer on new issue), 6.2 (Right of first offer on transfer), 6.3 (Co-sale right), 7.2 (Undertakings by the Company), 7.3 (Undertakings by the Warrant Guarantors) and 12.6 (Information Rights of the Warrant Holders) shall cease to apply upon and after a Qualifying IPO.

11.4Votes and written resolutions

11.4.1All decisions by the Warrant Holders pursuant to this Instrument shall be taken either by way of Written Consent or a Unanimous Written Consent or a Transaction Written Consent (as the case requires).

11.4.2In voting by the Warrant Holders on any proposed Written Consent, each Warrant Holder (in its capacity as such) is entitled to such proportion of votes represented by its Entitlement borne to the Total Entitlement. A Warrant Holder need not use its entire proportion of votes or cast all its proportion of votes it uses in the same way.

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11.4.3In voting by the Transaction Warrant Holders on any proposed Transaction Written Consent, each Warrant Holder (in its capacity as such, but without prejudice to its entitlement as Transaction Warrant Holder under any other Transaction Warrant Instrument) is entitled to such proportion of votes represented by its Entitlement borne to the aggregate Transaction Entitlement of the Transaction Warrant Holders. A Warrant Holder need not use its entire proportion of votes or cast all its proportion of votes it uses in the same way.

11.4.4A Written Consent or a Unanimous Written Consent or a Transaction Written Consent signed by the requisite number of Warrant Holders or Transaction Warrant Holders (as the case requires) may be contained in one document or in several documents in like form each signed by one or more of the relevant Warrant Holders or Transaction Warrant Holders (as the case requires) and the date of the resolution will be when the resolution is signed by or on behalf of the last relevant Transaction Warrant Holder.

11.4.5If any Relevant Party or any Transaction Warrant Holder requests the Administration Agent to put any matter or proposal (including without limitation any proposal for amendment, modification, alteration or waiver of any term of this Instrument) to the Warrant Holders or the Transaction Warrant Holders for voting, the Issuer shall ensure that Administration Agent shall:

(a)promptly notify the Warrant Holders or (as the case may be) the Transaction Warrant Holders of such matter or proposal in accordance with the terms of this Instrument (in the case of notification to the Warrant Holders) and other applicable Transaction Warrant Instruments (in the case of notification to other Transaction Warrant Holders);

(b)notify the Issuer and the Warrant Holders of the results of voting on such matter or proposal including whether the applicable Written Consent, Transaction Written Consent or Unanimous Written Consent has been attained in respect of such matter or proposal; and

(c)shall, at the request of the Issuer or any Warrant Issuer, keep the Issuer or such Warrant Issuer informed as the progress of attaining the applicable Written Consent, Transaction Written Consent or Unanimous Written Consent in respect of such matter or proposal.

12.WARRANTIES AND UNDERTAKINGS

12.1Warranties in respect of the Issuer, the Warrant Guarantors and the Founder

Each of the Issuer, the Company, the other Warrant Guarantors and the Founder, in respect of itself, represents and warrants to the Warrant Holders and the Beneficial

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Holders on the date of this Instrument and on the Initial Utilisation Date, each other Utilisation Date, the date on which the Warrant Agency Agreement is executed, the date on which any Warrant Certificate is issued and on each day on which any Accession Undertaking is delivered that:

12.1.1in the case of the Issuer, the Company and each other Warrant Guarantor, it is a company duly organised, validly existing and in good standing under the laws of its jurisdiction of incorporation;

12.1.2in the case of the Issuer, the Company and each other Warrant Guarantor, it has all requisite power, right and authority and has taken all necessary action to authorise its entry into, and has obtained all necessary consents and waivers, to execute, deliver, exercise its rights and perform its obligations under, this Instrument, the Warrant Agency Agreement, each Warrant Certificate and any Accession Undertaking to which it is a party and to consummate the transactions contemplated hereby and thereby;

12.1.3no approvals are required under any Applicable Laws in relation to the transactions contemplated by this Instrument, the Warrant Agency Agreement, any Warrant Certificate and/or any Accession Undertaking to which it is a party;

12.1.4his or its obligations under this Instrument, the Warrant Agency Agreement, any Warrant Certificate and any Accession Undertaking to which he or it is a party constitute valid, legal and binding obligations and are enforceable in accordance with its terms;

12.1.5the execution and delivery of, and the performance by him or it of his or its obligations under this Instrument, the Warrant Agency Agreement, any Warrant Certificate and/or and any Accession Undertaking to which he or it is a party will not result in:

(a)in the case of the Issuer, the Company or any other Warrant Guarantor, a breach of any provision of its memorandum or articles of association or by-laws or equivalent constitutional documents;

(b)a breach of, or constitute a default under, or conflict with any agreement or any instrument to which he or it is a party or by which he or it is bound;

(c)a breach of any order, judgment or decree of any court or governmental agency to which he or it is subject or by which he or it is bound or submits;

(d)a breach of any Applicable Laws; or

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(e)his or its losing the benefit of any material permit, asset, license, grant, subsidy, right or privilege which he or it enjoys in any jurisdiction;

12.1.6in the case of the Issuer, the Company and each other Warrant Guarantor, its board of directors has authorised the execution of this Instrument, the Warrant Agency Agreement, any Warrant Certificate and any Accession Undertaking to which it is a party;

12.1.7the Ordinary Shares comprise the entire voting share capital of the Company;

12.1.8as of the Initial Utilisation Date, (i) the entire issued share capital of the Company shall be owned by the Issuer (as to 90%) and Wise Worldwide Limited, a BVI Business Company incorporated under the laws of the British Virgin Islands with company registration number 1515404 (as to 10%) (in the case of the Issuer, free from any Encumbrance) and (ii) the entire issued share capital of the Issuer is owned by the Founder;

12.1.9(as of the date of this Instrument, the Initial Utilisation Date and each other Utilisation Date) there has not occurred any Event of Default and no Event of Default is outstanding or continuing;

12.1.10as of the Initial Utilisation Date, other than pursuant to this Instrument and/or other Transaction Warrant Instruments, there is no agreement, arrangement or obligation requiring the creation, allotment, issue or grant to a Person of the right (conditional or not) to require the allotment, issue or transfer of any shares in the Company (including without limitation any option or right of conversion); and

12.1.11as of the Initial Utilisation Date, other than pursuant to this Instrument and/or other Transaction Warrant Instruments and the Share Pledge, there is no Encumbrance, and there is no agreement, arrangement or obligation to create or give an Encumbrance, over any unissued share capital of the Company or any of the Required Shares.  No Person has claimed to be entitled to an Encumbrance in relation to any unissued share capital of the Company or any of the Required Shares.  Other than pursuant to this Instrument and/or other Transaction Warrant Instruments, there are no securities convertible into or ultimately exchangeable or exercisable for any share in the Company.

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12.2Further warranties in respect of the Issuer

The Issuer further represents and warrants to the Warrant Holders and the Beneficial Holders on the date of this Instrument and on each Utilisation Date that:

12.2.1it has obtained the requisite authority, pursuant to the laws of its jurisdiction of incorporation, to issue the Warrants and transfer the Warrant Shares upon the exercise of the Purchase Rights;

12.2.2it legally and beneficially owns the Warrant Shares free from any Encumbrances (other than the Share Pledge) and the Warrant Shares are credited as fully paid, and rank pari passu in all respects with the existing Ordinary Shares;

12.2.3neither it nor any of its affiliates (as defined in Rule 405 under the Securities Act), nor any person acting on its or their behalf has engaged in any “directed selling efforts” (as defined in Regulation S under the Securities Act) with respect to the Warrants;

12.2.4it is a “foreign issuer” (as such term is defined in Regulation S under the Securities Act) that reasonably believes that there is no substantial U.S. market interest (as defined in Regulation S under the Securities Act) in the Warrants to be offered or sold and the securities of the Company to be purchased upon exercise of the Warrants; and

12.2.5the sale and delivery of the Warrant Shares to the Warrant Holders pursuant to the terms hereof will vest in the Warrant Holders valid legal and beneficial title to the Warrant Shares free and clear of all Encumbrances.

12.3Upon exercise of the Purchase Rights by a Warrant Holder and immediately before the issue of the Warrant Shares pursuant to such exercise,

12.3.1each of the Issuer, the Company and the Founder is deemed to warrant to that Warrant Holder that each of the warranties in Clauses 12.1 and 12.3; and

12.3.2the Issuer is deemed to warrant to that Warrant Holder that each of the warranties in Clause 12.2,

is true, accurate and not misleading by reference to the facts and circumstances then subsisting.

12.4Warranties in respect of the Warrant Holders

By accepting the Warrants, each Warrant Holder, in respect of itself, represents and warrants to the Issuer as follows:

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12.4.1the Warrant Holder is a person outside the United States purchasing the Warrants in an offshore transaction in accordance with Regulation S under the Securities Act; and

12.4.2the Warrant Holder understands and acknowledges that the offer, issue and sale of the Warrants and Warrant Shares have not been registered under the Securities Act or under any other securities laws.

12.5Undertakings of the Warrant Holders

By accepting the Warrants, each Warrant Holder acknowledges, is aware of, and agrees to comply with, the restrictions on transferability of the Warrants and the Warrant Shares set out in this Instrument and/or any applicable Warrant Certificate, including the restriction that the Warrants and the Warrant Shares not be sold, transferred or otherwise disposed of until, as the case may be, (i) in the United States a registration statement under the Securities Act with respect thereto shall have become effective or an exemption from such registration requirements is available or (ii) all applicable securities laws of other relevant jurisdictions shall have been complied with.

12.6Information Rights of the Warrant Holders

The Company shall send, and the Issuer shall procure that the Company sends, to each Warrant Holder:

12.6.1as soon as the same become available, but in any event within 120 days after the end of the relevant financial year of the Borrower or the Company, as the case may be, a copy of the financial statements of the Borrower (prior to a Qualifying IPO) audited by an Approved Audit Firm and prepared in accordance with the Accounting Principles;

12.6.2as soon as the same become available, but in any event within 45 days after end of each financial quarter of the Borrower or the Company, as the case may be, the unaudited financial statements for the Borrower (prior to a Qualifying IPO) for such financial quarter and prepared in accordance with the Accounting Principles;

12.6.3No later than 10 days prior to the commencement of each successivehalf-yearly period in any financial year of the Borrower or the Company, as the case may be, a consolidated budget and business plan for the next financial half-year of the Borrower (prior to a Qualifying IPO); and

12.6.4such other information regarding the business and financial affairs of the Company and its Subsidiaries as any Warrant Holder may reasonably request (and it shall be reasonable for the purposes of this Clause 12.6.4 for the Warrant Holders to request any information which the holders of Equity Shares are entitled to receive).

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13.GUARANTEE

13.1Guarantee and indemnity

Each Warrant Guarantor irrevocably, absolutely and unconditionally (and jointly and severally with each other Warrant Guarantor):

13.1.1guarantees to each Warrant Holder punctual performance by the Issuer of all of the obligations assumed and/or expressed to be assumed by the Issuer under this Instrument, the Warrant Agency Agreement and any Warrant Certificate;

13.1.2undertakes with each Warrant Holder that whenever the Issuer does not pay any amount when due under or in connection with this Instrument, the Warrant Agency Agreement or any Warrant Certificate, such Warrant Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

13.1.3indemnifies each Warrant Holder immediately on demand against any cost, loss or liability suffered by that Warrant Holder if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal.  The amount of the cost, loss or liability shall be equal to the amount which that Warrant Holder would otherwise have been entitled to recover.

13.2Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Issuer under this Instrument, the Warrant Agency Agreement and/or any Warrant Certificate, regardless of any intermediate payment or discharge in whole or in part.

13.3Reinstatement

If any payment by any Obligor to any Secured Party or any recovery by any Secured Party from any Obligor or any discharge or release given by a Secured Party (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event or for any other reason:

13.3.1the liability of each Obligor party hereto shall continue as if that payment, recovery, discharge, avoidance, reduction or release had not occurred; and

13.3.2each Warrant Holder shall be entitled to recover the value or amount of that payment or recovery, and any security, from each Obligor party hereto, as if that payment, recovery, discharge, avoidance, reduction or release had not occurred.

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13.4Waiver of defences

The obligations of the Warrant Guarantors under this Clause 13 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of their obligations under this Clause 13 (without limitation and whether or not known to it or any Warrant Holder) including:

13.4.1any time, waiver or consent granted to, or composition with, any Obligor or any other person;

13.4.2the release of any Obligor or any other person under the terms of any composition or arrangement with any creditor of any Obligor or any other person;

13.4.3the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

13.4.4any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any Obligor or any other person;

13.4.5any amendment (however fundamental) or replacement of a Transaction Document or any other document or security;

13.4.6any unenforceability, illegality or invalidity of any obligation of any person under any of the Transaction Documents or any other document or security;

13.4.7any insolvency or similar proceedings; or

13.4.8any claims or set-off right that any Warrant Guarantor may have.

13.5Guarantor Intent

Without prejudice to the generality of Clause 13.4 (Waiver of defences), each Warrant Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to this Instrument, the Warrant Agency Agreement and/or any Warrant Certificate and/or any amount from time to time owing under this Instrument, the Warrant Agency Agreement and/or any Warrant Certificate for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

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13.6Immediate recourse

Each Warrant Guarantor waives any right it may have of first requiring any Warrant Holder (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from such Warrant Guarantor under this Clause 13.  This waiver applies irrespective of any law or any provision of this Instrument to the contrary.

13.7Appropriations

Until (i) all amounts which may be or become payable by any or all of the Obligors under or in connection with the Transaction Documents have been irrevocably paid in full, (ii) no Secured Party is under any further obligation (whether actual or contingent) to provide any further advance or financial accommodation to any Obligor under any Transaction Document, (iii) no Transaction Warrant is outstanding and (iv) no Treasury Transaction is outstanding under any Hedging Agreement, each Warrant Holder (or any trustee or agent on its behalf) may:

13.7.1refrain from applying or enforcing any other moneys, security or rights held or received by that Warrant Holder (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and none of the Warrant Guarantors shall be entitled to the benefit of the same; and

13.7.2hold in an interest-bearing suspense account any moneys received from any Warrant Guarantor or on account of any Warrant Guarantor’s liability under this Clause 13.

13.8Deferral of Warrant Guarantors’ rights

Until (i) all amounts which may be or become payable by any or all of the Obligors under or in connection with the Transaction Documents have been irrevocably paid in full, (ii) no Secured Party is under any further obligation (whether actual or contingent) to provide any further advance or financial accommodation to any Obligor under any Transaction Document, (iii) no Transaction Warrant is outstanding and (iv) no Treasury Transaction is outstanding under any Hedging Agreement, none of the Warrant Guarantors shall (unless the Security Agent otherwise directs pursuant to any Security Document) exercise any rights which it may have by reason of performance by it of its obligations under the Transaction Documents:

13.8.1to be indemnified by any other Obligor;

13.8.2to claim any contribution from any other guarantor of any Obligor’s obligations under any or all of the Transaction Documents; and/or

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13.8.3to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Secured Parties under the Transaction Documents or of any other guarantee or security taken pursuant to, or in connection with, the Transaction Documents by any Transaction Party.

13.9Additional security

13.9.1This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Secured Party.

13.9.2Upon any person becoming a member of the Group after the date of this Instrument, then unless such member of the Group is incorporated in the PRC, each of the Issuer and the Warrant Guarantors shall ensure that such person shall promptly become party hereto as an “Additional Warrant Guarantor” in accordance with Clause 13.9.3.

13.9.3A person that becomes a member of the Group after the date of this Instrument may become party hereto as an “Additional Warrant Guarantor” by delivering to the Administration Agent an Accession Undertaking executed by such person and the Issuer.  The Administration Agent shall notify the Issuer and the Warrant Holders of its receipt of any Accession Undertaking.

13.10Release

Upon the occurrence of a Qualifying IPO, the obligations of each Warrant Guarantor under this Clause 13 shall terminate.  Nothing in this Clause 13.10 shall prejudice the obligations of any other Obligor hereunder or the obligations of any Warrant Guarantor under any other provision of this Instrument.

14.REPLACEMENT OF WARRANT CERTIFICATES

If a Warrant Certificate is mutilated, defaced, lost, stolen or destroyed it will be replaced by the Issuer, at the cost of the relevant Warrant Holder, on such terms as to evidence and indemnification as the Issuer may reasonably require.  Mutilated or defaced Warrant Certificates in respect of which replacements are being sought must be surrendered to the Administration Agent against issuance of replacement Warrant Certificate(s).

15.CONFIDENTIAL INFORMATION

15.1Confidentiality undertaking

Subject to the other provisions of this Clause 15 (Confidential Information), each of the Warrant Holders shall at all times prior to the Qualifying IPO keep confidential information obtained from the Group relating to the Group (the “Confidential Information”) confidential unless:

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15.1.1that information comes into the public domain otherwise than through a breach of that Warrant Holder’s obligations under this Clause 15 (Confidential Information); or

15.1.2such information is required to be disclosed by law, by the rules, regulations or requirements of a securities exchange on which that Warrant Holder’s shares (or a member of that Warrant Holder’s Group’s shares) are listed or traded or by a Government Authority or other regulatory or self-regulatory body or authority with relevant powers to which a Warrant Holder (or a member of that Warrant Holder’s Group) is subject or submits, whether or not the requirement has the force of law.

15.2Permitted disclosure

Notwithstanding Clause 15.1 (Confidentiality undertaking), a Warrant Holder may pass Confidential Information to any of its Affiliates and any other Person:

15.2.1to (or through) whom that Warrant Holder assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Instrument and/or all or any of its Warrants;

15.2.2with (or through) whom that Warrant Holder enters into (or may potentially enter into) any transaction under which payments are to be made by reference to this Instrument;

15.2.3who acquires or is proposing to acquire any interest in, or enters into or is proposing to enter into any merger, amalgamation or other similar arrangement with, that Warrant Holder;

15.2.4who is a professional adviser of such Warrant Holder or its Affiliates;

15.2.5who is an Agent;

15.2.6who is a Warrant Holder or a Secured Party;

15.2.7who is an employee or officer of any Warrant Holder (where such disclosure is reasonably required for the performance of the duties or functions of such employee or officer); or

15.2.8in any legal proceedings arising out of or in connection with this Instrument, or to the extent otherwise reasonably necessary in connection with any preservation or enforcement of any right or remedy under or in connection with this Instrument,

provided that, in the case of Clauses 15.2.1, 15.2.2, 15.2.3, 15.2.4 or 15.2.5 above, the Person to whom the information is to be given has undertaken in writing that it shall keep such information confidential and that it may only disclose such

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information to another Person on terms permitted under this Clause 15 (Confidential Information) (as if the first-mentioned Person were a Warrant Holder).

16.TAX GROSS UP

16.1If a deduction or withholding for or on account of Tax from a payment under this Instrument is required by law to be made by the Issuer, the Company, any other Warrant Guarantor or the Founder, the amount of the payment due from the Issuer, the Company, such other Warrant Guarantor or the Founder (as the case may be)  shall be increased to an amount which (after making all Tax deductions and withholdings) leaves an amount equal to the payment which would have been due if no Tax deduction or withholding had been required.

16.2Within 30 days of making a deduction or withholding as described in Clause 16.1, the Issuer, the Company, such other Warrant Guarantor or the Founder (as the case may be) shall deliver to the relevant Warrant Holders an original receipt (or a certified copy thereof) reasonably satisfactory to the relevant Warrant Holders that such deduction or withholding has been made or (as applicable) any appropriate payment has been paid to the relevant Tax authority.

17.NO SET-OFF

All payments to be made by the Issuer, the Company, any other Warrant Guarantor or the Founder under this Instrument shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

18.NOTICES

Any notice to be given for the purposes of this Instrument shall be given in accordance with the provisions of paragraph 3 of Schedule 5 (Register, Transfers and Notices). Any notice to be given to the Issuer, the Company, any other Warrant Guarantor or the Founder shall be given to their respective addresses as shown in the list of parties at the beginning of this Instrument or in Schedule 5 (Register, Transfers and Notices).

19.PARTIAL INVALIDITY

If, at any time, any provision of this Instrument is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

20.DEFAULT INTEREST

If the Issuer, the Company, any other Warrant Guarantor or the Founder defaults in the payment when due of any sum payable under this Instrument, the Warrant Agency Agreement or any Warrant Certificate (howsoever determined), the Issuer,

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the Company, such other Warrant Guarantor or the Founder (as the case may) shall pay interest on such sum from the date when such payment is due until the date of actual payment at a rate per annum equal to the default rate of interest determined pursuant to Clause 9.3 (Default interest) of the Facility Agreement (in the form subsisting as at the date of this Instrument) as if such sum were a sum due and payable by the Borrower but unpaid under the Facility Agreement.  Such interest shall accrue from day to day and be payable upon demand.

21.GOVERNING LAW AND JURISDICTION

21.1Governing law

This Instrument and the Warrants are governed by and shall be construed in accordance with Hong Kong law.

21.2Jurisdiction

21.2.1The courts of Hong Kong shall have non-exclusive jurisdiction to settle any dispute arising from or connected with this Instrument or the Warrants including, without limitation, a dispute regarding the existence, validity or termination of this Instrument or the consequences of its nullity (a “Dispute”).

21.2.2The parties agree that the courts of Hong Kong are the most appropriate and convenient forum to settle any Dispute and, accordingly, they will not argue to the contrary.

21.2.3No Warrant Holder shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, the Warrant Holders may take concurrent proceedings in any number of jurisdictions.

21.3Service of proceedings

Each of the Issuer, the Company, each other Warrant Guarantor and the Founder agrees that the documents which start any proceedings relating to a Dispute (“Proceedings”) and any other documents required to be served in relation to those Proceedings on the Issuer, the Company, each other Warrant Guarantor and the Founder (as the case may be) may be served on International Petroleum Services Corporation Limited of 1/F., Sunning Plaza, 10 Hysan Avenue, Causeway Bay, Hong Kong, on behalf of the Issuer, the Company, each other Warrant Guarantor (that is not incorporated in Hong Kong) and the Founder in accordance with Clause 18 (Notices), and each of the Issuer, the Company, each other Warrant Guarantor (that is not incorporated in Hong Kong) and the Founder irrevocably appoints such Person as its agent to accept service of Proceedings.  These documents may, however, be served in any other manner allowed by law.  This Clause applies to all Proceedings wherever started.

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22.EFFECT

This Instrument shall take effect as a deed poll, and shall take effect for the benefit of the Warrant Holders and the Beneficial Holders from time to time, and (in relation to any provision that is expressed for the benefit of or purports to grant any right to the Arranger) the Arranger.

IN WITNESS WHEREOF this Instrument has been executed by the Issuer, the Company, Parentco, Holdco and the Founder as a deed poll and is intended to be and is hereby delivered on the date first above written and has been signed and is delivered by the Initial Beneficial Holders on the date first above written.

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SCHEDULE 1
INITIAL BENEFICIAL HOLDERS AND INITIAL WARRANTS HELD

Name of Initial Beneficial Holders	Notice Address	Number of Warrants	Entitlement
Deutsche Bank AG, Hong Kong Branch	Address:45/F, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong Fax:+852 2203 7241 Attention:Mabel Law, cc to Rowena Yue & Kari Cheng Email:mabel.law@db.com rowena.yue@db.com kari.cheng@db.com	92,307	0.92307	%
Triple Wise Asset Holdings Ltd.	Address:34/F, Two Pacific Place, 88 Queensway, Hong Kong Fax:+852 2537 4008 Attention:Rosche Yam Email:roschey@ccbintl.com	169,231	1.69231	%
Sequoia Capital China Growth Fund I, L.P.	Address:2408-2410, Air China Plaza, No.36 Xiaoyun Road, Chaoyang District, Beijing, P.R. China, 100027 Fax: +86 10 8447 5669 Attention: George Xu Email: xu@sequoiacap.com With copy to: Address: Suite 2215, Two Pacific Place, 88 Queensway, Hong Kong Fax: +852-2510-5249 Attention: Jimmy Wong email: wong@sequoiacap.com	80,511	0.80511	%

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Name of Initial Beneficial Holders	Notice Address	Number of Warrants	Entitlement
Sequoia Capital China Growth Partners Fund I, L.P.	Address:2408-2410, Air China Plaza, No.36 Xiaoyun Road, Chaoyang District, Beijing, P.R. China, 100027 Fax: +86 10 8447 5669 Attention: George Xu Email: xu@sequoiacap.com With copy to: Address: Suite 2215, Two Pacific Place, 88 Queensway, Hong Kong Fax: +852-2510-5249 Attention: Jimmy Wong email: wong@sequoiacap.com	1,920	0.0192	%
Sequoia Capital China GF Principals Fund I, L.P.	Address:2408-2410, Air China Plaza, No.36 Xiaoyun Road, Chaoyang District, Beijing, P.R. China, 100027 Fax: +86 10 8447 5669 Attention: George Xu Email: xu@sequoiacap.com With copy to: Address: Suite 2215, Two Pacific Place, 88 Queensway, Hong Kong Fax: +852-2510-5249 Attention: Jimmy Wong email: wong@sequoiacap.com	9,877	0.09877	%

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Name of Initial Beneficial Holders	Notice Address	Number of Warrants	Entitlement
Good Merit International Limited	Address:Room 1211, 12/F, New World Tower 1, No. 18 Queen’s Road Central, Hong Kong Fax: +852 2801 6887 Attention: SC Yeung Email: scyeung@dragon-bridge.com	30,769	0.30769	%
Total:		384,615	3.84615	%

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SCHEDULE 2
FORM OF GLOBAL WARRANT CERTIFICATE

ISIN: VGG 7231T1131

THIS WARRANT AND THE SHARES ACQUIRABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, THIS WARRANT MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCES. THIS WARRANT IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE WARRANT INSTRUMENT DATED AS OF [   ] AND THE WARRANT AGENCY AGREEMENT DATED AS OF [   ], COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE ADMINISTRATION AGENT OR ANY SUCCESSOR THERETO.  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT THE HOLDER IS A PERSON OUTSIDE THE UNITED STATES PURCHASING WARRANTS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS WARRANT OR THE SHARES ACQUIRABLE UPON EXERCISE OF THIS WARRANT EXCEPT (A) TO PREMIUM SINO FINANCE LIMITED (THE “ISSUER”) OR ITS AFFILIATES; (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE); (E) PURSUANT TO ANY AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT (PROVIDED THAT AS A CONDITION TO THE REGISTRATION OF TRANSFER OF ANY WARRANTS OTHERWISE THAN AS DESCRIBED HEREIN, THE ISSUER OR THE ADMINISTRATION AGENT MAY, IN CIRCUMSTANCES THAT ANY OF THEM DEEMS APPROPRIATE, REQUIRE EVIDENCE AS TO COMPLIANCE WITH ANY SUCH EXEMPTION); OR (F) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF THE REGULATION S UNDER THE SECURITIES ACT; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS WARRANT IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

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PREMIUM SINO FINANCE LIMITED

(Incorporated in the British Virgin Islands)
GLOBAL WARRANT CERTIFICATE

1.INTRODUCTION

This Global Warrant Certificate is issued in respect of in aggregate [  ] Tranche C warrants which entitle the holder thereof to purchase (without charge) such number of shares in the capital of Sinotech Energy Limited (the “Company”) representing in aggregate [ ]% of the Fully Diluted Share Capital (the “Warrants”) constituted and issued by Premium Sino Finance Limited (the “Issuer”).  The Warrants are constituted by the Instrument constituting Tranche C warrants to purchase shares in Sinotech Energy Limited dated [   ] (as amended or supplemented from time to time, the “Warrant Instrument”) by, among others, the Issuer, the Company, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng and are the subject of a warrant agency agreement dated [   ] (as amended or supplemented from time to time, the “Warrant Agency Agreement”) and made between the Issuer, Deutsche Bank AG, Hong Kong Branch as administration agent (the “Administration Agent”, which expression includes any successor administration agent appointed from time to time in connection with the Warrants) and Deutsche Bank AG, Hong Kong Branch as calculation agent (the “Calculation Agent”, which expression includes any successor calculation agent appointed from time to time in connection with the Warrants).

2.DEFINITIONS

Words and expressions defined in the Warrant Instrument shall have the same meanings when used in this Global Warrant Certificate.

3.REGISTERED HOLDER

This is to certify that:

[    ]

is the person registered in the warrant register maintained by the Administration Agent in relation to the Warrants (the “Register”) as the duly registered holder (the “Holder”) of:

[  ] ([  ]) WARRANTS

to purchase (without charge) such number of Warrant Shares representing [ ]% of the Fully Diluted Share Capital as may be adjusted from time to time in accordance with the terms and conditions of the Warrant Instrument.

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4.EXCHANGE

4.1After the occurrence of a Direct Rights Event in respect of a Beneficial Holder, and at the written request of such Beneficial Holder (“Direct Rights Notice”), this Global Warrant Certificate will be exchanged, in part, for duly authenticated and completed individual warrant certificates (“Individual Warrant Certificates”) in substantially the form (subject to completion) set out in Schedule 3 (Form of Individual Warrant Certificate) to the Warrant Instrument, such Individual Warrant Certificates to represent in aggregate such number of Warrants (and with such aggregate Entitlements) equal to the aggregate number of Warrants (and, as applicable, the aggregate Entitlements) to which such Beneficial Holder’s Entry relates as at the Determination Date in respect of such Beneficial Holder.

4.2If:

4.2.1Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme, Luxembourg (“Clearstream, Luxembourg”) is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business; or

4.2.2a Direct Rights Event occurs with respect to any Beneficial Holder, and the Beneficial Holders whose Entries (immediately prior to the giving by any Beneficial Holder of any Direct Rights Notice in respect of such Direct Rights Event) in aggregate relate to 50% or more of the Warrants represented by such Global Warrant Certificate (immediately prior to the giving by any Beneficial Holder of any Direct Rights Notice in respect of such Direct Rights Event) give Direct Rights Notices, whether separately or together, to the Administration Agent,

this Global Warrant Certificate will be exchanged, in whole but not in part only, for duly authenticated and completed Individual Warrant Certificates issued in favour of each of the Beneficial Holders, each representing in aggregate such number of Warrants (and with such aggregate Entitlements) equal to the aggregate number of Warrants (and, as applicable, the aggregate Entitlements) to which such Beneficial Holder’s Entry relates as at the Determination Date in respect of such Beneficial Holder.

5.DELIVERY OF INDIVIDUAL WARRANT CERTIFICATES

5.1Whenever this Global Warrant Certificate is to be exchanged in full for Individual Warrant Certificates, such Individual Warrant Certificates shall be issued, to the applicable Beneficial Holders for an aggregate number of Warrants (and with aggregate Entitlements) equal to the aggregate number of Warrants (and with aggregate Entitlements) represented by this Global Warrant Certificate, within five business days of the delivery, by or on behalf of the Holder, Euroclear and/or Clearstream, Luxembourg, to the Administration Agent of such information as is

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required to complete and deliver such Individual Warrant Certificates (including, without limitation, the names and addresses of the persons in whose names the Individual Warrant Certificates are to be registered and the number of Warrants and Entitlement of each such person to be represented by such Individual Warrant Certificates) against the surrender of this Global Warrant Certificate at the Specified Office of the Administration Agent.

5.2Whenever this Global Warrant Certificate is to be exchanged in part for Individual Warrant Certificates, such Individual Warrant Certificates shall be issued, to each applicable Beneficial Holder for an aggregate number of Warrants (and with aggregate Entitlements) equal to the aggregate number of Warrants (and with aggregate Entitlements) to which such Beneficial Holder’s Entry relates as at the Determination Date in respect of such Beneficial Holder, within five business days of the delivery, by or on behalf of the Holder, Euroclear and/or Clearstream, Luxembourg, to the Administration Agent of such information as is required to complete and deliver such Individual Warrant Certificates (including, without limitation, the names and addresses of the persons in whose names the Individual Warrant Certificates are to be registered and the number of Warrants and Entitlement of each such person to be represented by such Individual Warrant Certificates). The number of Warrants and Entitlements represented by this Global Warrant Certificate shall be written down in accordance with paragraph 6 below by the number of the Warrants (and, as applicable, the Entitlements) represented by the Individual Warrant Certificates so issued.

5.3Such exchange shall be effected in accordance with the provisions of the Warrant Instrument, the Warrant Agency Agreement, and the regulations concerning the transfer and registration of Warrants scheduled thereto or contained therein and, in particular, shall be effected without charge to any Holder, but against such indemnity as the Administration Agent may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such exchange.  In this paragraph 5, “business day” means a day on which commercial banks are open for business (including dealings in foreign currencies) in the city in which the Administration Agent has its Specified Office.

6.WRITING UP OR DOWN

On each occasion on which:

a)additional Warrants (to be represented by this Global Warrant Certificate in accordance with Clause 2.1.1(d)(i) of the Warrant Instrument) are issued in accordance with Clause 2.1.1(c)  of the Warrant Instrument;

b)Individual Warrant Certificates are delivered in respect of any Warrants represented by this Global Warrant Certificate;

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c)Purchase Rights are exercised in respect of any Warrants represented by this Global Warrant Certificate in accordance with Clause 4 (Purchase Rights and Mechanics of Exercise) of the Warrant Instrument; or

d)any other adjustment to the Warrants and/or Entitlements represented by this Global Warrant Certificate occurs in accordance with the terms of the Warrant Instrument,

the Issuer shall procure that the changes to the  number of Warrants and/or the Entitlements represented by this Global Warrant Certificate (and adjusted number of Warrants and/or the adjusted Entitlements represented by this Global Warrant Certificate) are noted by the Administration Agent in the First Schedule hereto, whereupon the number of Warrants and the Entitlements represented by this Global Warrant Certificate shall for all purposes be as most recently so noted.

7.WARRANT INSTRUMENT APPLIES

Save as otherwise provided herein and until this Global Warrant Certificate has been exchanged in full as provided herein or cancelled in accordance with the Warrant Instrument and/or the Warrant Agency Agreement, the Holder of this Global Warrant Certificate shall have the benefit of, and be subject to, the Warrant Instrument and, for the purposes of this Global Warrant Certificate, any reference in the Warrant Instrument to “Warrant Certificate” or “Warrant Certificates” shall, except where the context otherwise requires, be construed so as to include this Global Warrant Certificate.

8.NOTICES

Notwithstanding Clause 18 (Notices) of the Warrant Instrument, while Warrants are represented by this Global Warrant Certificate and this Global Warrant Certificate is deposited with a common depositary for Euroclear or Clearstream, Luxembourg any notice to Holders of Warrants represented by this Global Warrant Certificate may be given by delivery of the relevant notice to Euroclear or Clearstream, Luxembourg (as applicable) and, in any case, such notice shall be deemed to have been given to the Holders of Warrants represented by this Global Warrant Certificate in accordance with Clause 18 (Notices) of the Warrant Instrument on the date of delivery of such notice to Euroclear or Clearstream, Luxembourg (as applicable).

9.DETERMINATION OF ENTITLEMENT

This Global Warrant Certificate is evidence of Entitlement only and is not a document of title.  Entitlements are determined by the Register.

67

10.AUTHENTICATION

This Global Warrant Certificate shall not be valid for any purpose until it has been authenticated for and on behalf of Deutsche Bank AG, Hong Kong Branch as Administration Agent.

11.GOVERNING LAW

This Global Warrant Certificate is governed by, and shall be construed in accordance with, Hong Kong law.

68

AS WITNESS the manual or facsimile signature of a duly authorised person on behalf of the Issuer.

PREMIUM SINO FINANCE LIMITED

By:
	(duly authorised)

ISSUED on [   ] 20[  ]

AUTHENTICATED for and on behalf of

DEUTSCHE BANK AG, HONG KONG BRANCH

as Administration Agent

without recourse, warranty or liability

By:
	(duly authorised)

EACH WARRANT IS TRANSFERABLE PRIOR TO EXERCISE IN FULL OF SUCH WARRANT IN ACCORDANCE WITH THE PROVISIONS OF THE WARRANT INSTRUMENT.

THE WARRANTS HAVE THE BENEFIT OF CERTAIN SECURITY DESCRIBED IN THE SECURITY TRUST DEED, AND SUCH SECURITY IS SUBJECT TO THE TERMS OF THE SECURITY TRUST DEED.

THE WARRANTS (AND THE ENTITLEMENTS ATTRIBUTABLE TO SUCH WARRANTS) SHALL ONLY BECOME EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS (BUT SHALL AUTOMATICALLY BECOME EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS) UPON THE APPLICABLE UTILISATION DATE AS DESCRIBED IN CLAUSE 2.1.2 OF THE WARRANT INSTRUMENT.

69

FIRST SCHEDULE TO GLOBAL WARRANT CERTIFICATE
CHANGES TO ENTITLEMENTS

Date of
change Nature of
change Increase/
decrease in
Entitlement
represented by
this Global
Warrant
Certificate Total remaining
Entitlement
represented by
this Global
Warrant
Certificate after
the change Increase/
decrease in
number of
Warrants
represented by
this Global
Warrant
Certificate Total remaining
number of
Warrants
represented by
this Global
Warrant
Certificate after
the change Authorised
signature

70

SECOND SCHEDULE TO GLOBAL WARRANT CERTIFICATE

FORM OF TRANSFER

FOR VALUE RECEIVED                                                    , being the registered holder of this Global Warrant Certificate, hereby transfers to

of

                                          in number of Warrants with an aggregate Entitlement of                                % and irrevocably requests and authorises Deutsche Bank AG, Hong Kong Branch, in its capacity as administration agent in relation to the Warrants (or any successor to Deutsche Bank AG, Hong Kong Branch, in its capacity as such) to effect the relevant transfer by means of appropriate entries in the register kept by it.

“Warrants” means the Warrants (as defined in the Warrant Instrument).

“Warrant Instrument” means the Instrument constituting Tranche C warrants to purchase shares in Sinotech Energy Limited dated [  ] entered into by, among others, Premium Sino Finance Limited, Sinotech Energy Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng (as amended or supplemented from time to time).

Dated:
By:
	(duly authorised)

Notes

The name of the person by or on whose behalf this form of transfer is signed must correspond with the name of the registered holder as it appears on the face of this Warrant Certificate.

A representative of such registered holder should state the capacity in which he signs, e.g. executor.

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The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the Administration Agent may require.

72

ADMINISTRATION AGENT

Deutsche Bank AG, Hong Kong Branch

Cheung Kong Center
2 Queen’s Road Central
Hong Kong

CALCULATION AGENT

Deutsche Bank AG, Hong Kong Branch

Cheung Kong Center
2 Queen’s Road Central
Hong Kong

73

SCHEDULE 3
FORM OF INDIVIDUAL WARRANT CERTIFICATE

THIS WARRANT AND THE SHARES ACQUIRABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, THIS WARRANT MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCES. THIS WARRANT IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE WARRANT INSTRUMENT DATED AS OF [   ] AND THE WARRANT AGENCY AGREEMENT DATED AS OF [   ], COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE ADMINISTRATION AGENT OR ANY SUCCESSOR THERETO.  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT THE HOLDER IS A PERSON OUTSIDE THE UNITED STATES PURCHASING WARRANTS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS WARRANT OR THE SHARES ACQUIRABLE UPON EXERCISE OF THIS WARRANT EXCEPT (A) TO PREMIUM SINO FINANCE LIMITED (THE “ISSUER”) OR ITS AFFILIATES; (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE); (E) PURSUANT TO ANY AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT (PROVIDED THAT AS A CONDITION TO THE REGISTRATION OF TRANSFER OF ANY WARRANTS OTHERWISE THAN AS DESCRIBED HEREIN, THE ISSUER OR THE ADMINISTRATION AGENT MAY, IN CIRCUMSTANCES THAT ANY OF THEM DEEMS APPROPRIATE, REQUIRE EVIDENCE AS TO COMPLIANCE WITH ANY SUCH EXEMPTION); OR (F) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF THE REGULATION S UNDER THE SECURITIES ACT; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS WARRANT IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

74

PREMIUM SINO FINANCE LIMITED

(Incorporated in the British Virgin Islands)

INDIVIDUAL WARRANT CERTIFICATE

Serial No: [    ] Date of Issue:  [    ]

1.INTRODUCTION

This Individual Warrant Certificate is issued in respect of in aggregate [  ] Tranche C warrants which entitle the holder thereof to purchase (without charge) such number of shares in the capital of Sinotech Energy Limited (the “Company”) representing in aggregate [ ]% of the Fully Diluted Share Capital (the “Warrants”) constituted and issued by Premium Sino Finance Limited (the “Issuer”).  The Warrants are constituted by the Instrument constituting Tranche [·] warrants to purchase shares in Sinotech Energy Limited dated [  ] (as amended or supplemented from time to time, the “Warrant Instrument”) by, among others, the Issuer, the Company, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng and are the subject of a warrant agency agreement dated [   ] (as amended or supplemented from time to time, the “Warrant Agency Agreement”) and made between the Issuer, Deutsche Bank AG, Hong Kong Branch as administration agent (the “Administration Agent”, which expression includes any successor administration agent appointed from time to time in connection with the Warrants) and Deutsche Bank AG, Hong Kong Branch as calculation agent (the “Calculation Agent”, which expression includes any successor calculation agent appointed from time to time in connection with the Warrants).

2.DEFINITIONS

Words and expressions defined in the Warrant Instrument shall have the same meanings when used in this Individual Warrant Certificate.

3.REGISTERED HOLDER

This is to certify that:

[     ]

is the person registered in the warrant register maintained by the Administration Agent in relation to the Warrants (the “Register”) as the duly registered holder (the “Holder”) of:

[  ] ([  ]) WARRANTS

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to purchase (without charge) such number of Warrant Shares representing [ ]% of the Fully Diluted Share Capital as may be adjusted from time to time in accordance with the terms and conditions of the Warrant Instrument.

4.WRITING UP OR DOWN

On each occasion on which:

a)Purchase Rights are exercised in respect of any Warrants represented by this Individual Warrant Certificate in accordance with Clause 4 (Purchase Rights and Mechanics of Exercise) of the Warrant Instrument; or

b)any other adjustment to the number of Warrants and/or Entitlements represented by this Individual Warrant Certificate occurs in accordance with the terms of the Warrant Instrument,

the Issuer shall procure that the changes to the number of Warrants and/or the Entitlements represented by this Individual Warrant Certificate (and the adjusted number of Warrants and/or the adjusted Entitlements represented by this Individual Warrant Certificate) are noted by the Administration Agent in the Register, whereupon the number of Warrants and the Entitlements represented by this Individual Warrant Certificate shall for all purposes be as most recently so noted.

5.DETERMINATION OF ENTITLEMENT

This Individual Warrant Certificate is evidence of Entitlement only and is not a document of title.  Entitlements are determined by the Register.

6.AUTHENTICATION

This Individual Warrant Certificate shall not be valid for any purpose until it has been authenticated for and on behalf of Deutsche Bank AG, Hong Kong Branch as Administration Agent.

7.GOVERNING LAW

This Individual Warrant Certificate is governed by, and shall be construed in accordance with, Hong Kong law.

76

AS WITNESS the manual or facsimile signature of a duly authorised person on behalf of the Issuer.

PREMIUM SINO FINANCE LIMITED

By:
	(duly authorised)
ISSUED on [   ] 20[  ]
AUTHENTICATED for and on behalf of
DEUTSCHE BANK AG, HONG KONG BRANCH
as Administration Agent
without recourse, warranty or liability
By:
	(duly authorised)

EACH WARRANT IS TRANSFERABLE PRIOR TO EXERCISE IN FULL OF SUCH WARRANT IN ACCORDANCE WITH THE PROVISIONS OF THE WARRANT INSTRUMENT.

THE WARRANTS HAVE THE BENEFIT OF CERTAIN SECURITY DESCRIBED IN THE SECURITY TRUST DEED, AND SUCH SECURITY IS SUBJECT TO THE TERMS OF THE SECURITY TRUST DEED.

THE WARRANTS (AND THE ENTITLEMENTS ATTRIBUTABLE TO SUCH WARRANTS) SHALL ONLY BECOME EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS (BUT SHALL AUTOMATICALLY BECOME EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS) UPON THE APPLICABLE UTILISATION DATE AS DESCRIBED IN CLAUSE 2.1.2 OF THE WARRANT INSTRUMENT.

77

FIRST SCHEDULE TO INDIVIDUAL WARRANT CERTIFICATE
CHANGES TO ENTITLEMENTS

Date of
change Nature of
change Increase/
decrease in
Entitlement
represented by
this Individual
Warrant
Certificate Total remaining
Entitlement
represented by
this Individual
Warrant
Certificate after
the change Increase/
decrease in
number of
Warrants
represented by
this Individual
Warrant
Certificate Total remaining
number of
Warrants
represented by
this Individual
Warrant
Certificate after
the change Authorised
signature

78

SECOND SCHEDULE TO INDIVIDUAL WARRANT CERTIFICATE

FORM OF TRANSFER

FOR VALUE RECEIVED                                                         , being the registered holder of this Individual Warrant Certificate, hereby transfers to

of

                                   in number of Warrants with an aggregate Entitlement of                               % and irrevocably requests and authorises Deutsche Bank AG, Hong Kong Branch, in its capacity as administration agent in relation to the Warrants (or any successor to Deutsche Bank AG, Hong Kong Branch, in its capacity as such) to effect the relevant transfer by means of appropriate entries in the register kept by it.

“Warrants” means the Warrants (as defined in the Warrant Instrument).

“Warrant Instrument” means the Instrument constituting Tranche C warrants to purchase shares in Sinotech Energy Limited dated [     ] by, among others, Premium Sino Finance Limited, Sinotech Energy Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng (as amended or supplemented from time to time).

Dated:
By:
	(duly authorised)

Notes

The name of the person by or on whose behalf this form of transfer is signed must correspond with the name of the registered holder as it appears on the face of this Warrant Certificate.

79

A representative of such registered holder should state the capacity in which he signs, e.g. executor.

The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the Administration Agent may require.

80

ADMINISTRATION AGENT

Deutsche Bank AG, Hong Kong Branch

Cheung Kong Center
2 Queen’s Road Central
Hong Kong

CALCULATION AGENT

Deutsche Bank AG, Hong Kong Branch

Cheung Kong Center
2 Queen’s Road Central
Hong Kong

81

SCHEDULE 4FORM OF EXERCISE NOTICE

To:	Premium Sino Finance Limited
	[name of Administration Agent] as Administration Agent
Date:

[Note: Insert appropriate alternative for (i) upon a Qualifying IPO, (ii) after a Qualifying IPO,  or (iii) Exit Event]

[Alternative A — Upon a Qualifying IPO][Subject to the occurrence of a Qualifying IPO, we hereby exercise the Purchase Rights in respect of [·] Warrants with an aggregate Entitlement of [·]%, being [all][part] of the Warrants represented by this Warrant Certificate, to purchase (free of charge) Warrant Shares on [·] (currently contemplated to be around [insert date]).

[We hereby direct the Issuer to transfer the following Warrant Shares to the following proposed transferee(s):

[Warrant Shares relating to
Entitlement in following
percentage (expressed asa percentage of the FullyDiluted Share Capital)] Name of proposed transferee Address of proposed
transferee

To the extent that the Warrant Shares have not been registered pursuant to the United States Securities Act of 1933, as amended (the “Securities Act”), we hereby certify that the beneficial owner of the Warrant(s) being exercised: a) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and will not, except as permitted by Rule 144A under the Securities Act directly or indirectly transfer Warrant Shares in relation to the exercise of such Warrant(s) to any Person who is not a “qualified institutional buyer” or b) will not, except as is permitted by the “offshore transactions requirement” of Regulation S under the Securities Act, directly or indirectly offer, sell or deliver the Warrant Shares in the United States, or to a U.S. Person.

Share certificate(s) for such Warrant Shares together with any other documents required to be delivered under Clause 4.3 (Procedure for exercise) of the Warrant Instrument should be sent by registered post to [insert address], marked for the attention of [insert name].]

[Alternative B — After a Qualifying IPO][We hereby exercise the Purchase Rights in respect of [·] Warrants with an aggregate Entitlement of [·]%, being [all][part] of the Warrants represented by this Warrant Certificate, to purchase (free of charge) Warrant Shares on [insert date].

[We hereby direct the Issuer to transfer the following Warrant Shares to the following proposed transferee(s):

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[Warrant Shares relating to
Entitlement in following
percentage (expressedas a percentage of the Fully
Diluted Share Capital)] Name of proposed transferee Address of proposed
transferee

To the extent that the Warrant Shares have not been registered pursuant to the United States Securities Act of 1933, as amended (the “Securities Act”), we hereby certify that the beneficial owner of the Warrant(s) being exercised: a) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and will not, except as permitted by Rule 144A under the Securities Act directly or indirectly transfer Warrant Shares in relation to the exercise of such Warrant(s) to any Person who is not a “qualified institutional buyer” or b) will not, except as is permitted by the “offshore transactions requirement” of Regulation S under the Securities Act, directly or indirectly offer, sell or deliver the Warrant Shares in the United States, or to a U.S. Person.

Share certificate(s) for such Warrant Shares together with any other documents required to be delivered under Clause 4.3 (Procedure for exercise) of the Warrant Instrument should be sent by registered post to [insert address], marked for the attention of [insert name].]

 [Alternative C — Exit Event][Subject to the occurrence of an Exit Event, we hereby exercise the Purchase Rights in respect of [·] Warrants with an aggregate Entitlement of [·]%, being [all][part] of the Warrants represented by this Warrant Certificate, to purchase (free of charge) Warrant Shares and request the Issuer to pay the Cash Settlement Amount on the Exit Date (or within three Business Days from the date on which the Exit Price (relating to such exercise) is finally determined in accordance with the provisions of Clause 4.5 (Exit Price) of the Warrant Instrument) into the following  account:

Details of Cash Settlement Account:

Name of Beneficiary:	[  ]
Name of Bank:	[  ]
Bank Account Number:	[  ]
Sort code:	[  ]]**

[end of alternatives]

Unless otherwise provided in the Warrant Instrument (including without limitation Clause 5.2 (Revocation) thereof), once given this Exercise Notice is irrevocable.

** Note that this alternative C applies only in the case of an Exit Event.

83

Defined terms used herein, unless otherwise defined herein, shall have the same meaning as those in the Instrument constituting Tranche C warrants to purchase shares in Sinotech Energy Limited dated [                  ] (as amended and/or supplemented from time to time, “Warrant Instrument”) entered into by, inter alia, Premium Sino Finance Limited, Sinotech Energy Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng.

SIGNED by	)
for and on behalf of	)
[Name of Warrant Holder]	)

84

SCHEDULE 5
REGISTER, TRANSFERS AND NOTICES

The provisions of this Schedule 5 are subject to the provisions of the Warrant Agency Agreement.  In the event of any inconsistency between the provisions of this Schedule 5 and the provisions of the Warrant Agency Agreement, the provisions of the Warrant Agency Agreement shall prevail.

1.REGISTER

1.1The Issuer shall appoint the Administration Agent to keep the Register on behalf of the Issuer and shall ensure that the Administration Agent complies with, and carries out its duties according to, the provisions set out in this Schedule 5.

1.2The Administration Agent shall promptly enter in the Register:

1.2.1the name and address of each Warrant Holder for the time being;

1.2.2the number of Warrants held by each Warrant Holder, the Entitlement in respect of such Warrants and the number of Warrant Shares for which each Warrant Holder is entitled to purchase pursuant to such Warrants as adjusted in accordance with this Instrument from time to time;

1.2.3the date on which the name of each Warrant Holder is entered in the Register in respect of the Warrants registered in its name;

1.2.4the date on which all or any part of the Purchase Rights in respect of the Warrants held by each Warrant Holder are exercised, or all or any part of the Warrants are transferred or cancelled; and

1.2.5an annotation in respect of any Encumbrance created over any of the Warrants and the Person in whose favour the Encumbrance is created as notified by the relevant Warrant Holder.

1.3Any change in the name or address of any Warrant Holder shall be notified to the Administration Agent and the Issuer by the Warrant Holder as soon as reasonably practicable following such change, following which the Administration Agent shall promptly update the Register accordingly.  Each Warrant Holder or any Person authorised by a Warrant Holder shall be entitled at all reasonable times during office hours upon one Business Day’s notice to inspect the Register and to take copies of or extracts from it.   A Warrant Holder shall be entitled to receive a certified true copy of the Register certified by an officer of the Issuer free of charge within five Business Days upon a written request of a Warrant Holder.

1.4The Administration Agent and the Issuer shall be entitled to treat the Person whose name is shown in the Register as a Warrant Holder as the absolute owner of a Warrant and, accordingly, shall not be bound (except as ordered by a court of competent jurisdiction or as required by law) to recognise any equitable or other claim to, or

85

interest in, such Warrant (save for any interest or claim in respect of any Encumbrance of which the Register contains an annotation as described in paragraph 1.2.5 of this Schedule) on the part of any other Person whether or not it has express or other notice of such claim or interest.

1.5Every Warrant Holder shall be recognised by the Administration Agent and the Issuer as entitled to its Warrants free from any equity, set-off or cross-claim on the part of the Issuer against the original or any intermediate holder of such Warrants.

2.TRANSFERS

2.1Every transfer of Warrants (in whole or in part) shall be made by an instrument of transfer in the form set out in the Second Schedule to the applicable Warrant Certificate (in respect of such Warrants). Any one Warrant may only be transferred in whole and not in part.

2.2The instrument of transfer of a Warrant shall be signed by or on behalf of the transferor.  The transferor shall be deemed to remain the holder of the applicable Warrant until the name of the transferee is entered in the Register in respect of that Warrant.

2.3The Issuer and the Administration Agent may decline to recognise any transfer of a Warrant unless the relevant instrument of transfer is delivered to the Administration Agent and copied to the Issuer accompanied by the Warrant Certificate to which it relates (or an indemnity in respect thereof) and such other evidence as the Administration Agent may reasonably require to show the right of the transferor to make the transfer.  The Administration Agent may waive production of any Warrant Certificate upon production of satisfactory evidence of the loss or destruction of such instrument together with such indemnity as it may reasonably require.  Subject to the foregoing provisions of this paragraph and paragraph 2.4 below, the Issuer may not decline to recognise any instrument of transfer and must (or ensure that the Administration Agent) register the transfer of the Warrant(s) in accordance with this Schedule 5.

2.4The Administration Agent shall not register any transfer of a Warrant in respect of which an annotation has been entered in the Register showing that an Encumbrance has been created in respect of such Warrant, except where such transfer is in favour of the beneficiary of such Encumbrance as shown in such annotation or to such other Person as shall be directed in writing by such beneficiary.

2.5Any transfer of a Warrant which complies with this paragraph 2 shall be recorded in the Register within five Business Days following receipt by the Administration Agent of the relevant instrument of transfer.

2.6The Issuer shall not be entitled to charge any fee for the registration of a transfer of a Warrant or for registering an annotation of Encumbrance in respect of any Warrant.

86

2.7The registration of a transfer shall be conclusive evidence of the approval by the board of the directors of the Issuer of the transfer.

3.NOTICES

3.1Each Warrant Holder shall register with the Administration Agent an address (“Notice Address”) and facsimile number to which notices can be sent and if any Warrant Holder fails so to do, notice may be given to that Warrant Holder by sending the same by any of the methods referred to in paragraph 3.2 of this Schedule to its registered address.

3.2Notices and other communications to Warrant Holders, the Administration Agent, the Calculation Agent, the Issuer, the Company, any other Warrant Guarantor or the Founder shall be in writing and shall be delivered either personally, sent by courier or by facsimile.   Any notice or other communication to be given by the Issuer, the Company, any other Warrant Guarantor, the Founder or the Calculation Agent to any Warrant Holder shall be sent through the Administration Agent.   Any notice or other communication to be given by any Warrant Holder to the Issuer, the Company, any other Warrant Guarantor, the Founder or the Calculation Agent shall be sent through the Administration Agent.

3.3A notice or other communication given pursuant to the provisions of paragraph 3.2 of this Schedule shall be deemed to have been served:

3.3.1at the time of delivery (or where such time is outside the normal business hours of the recipient, on the opening of the next following Business Day), if delivered personally;

3.3.2three Business Days after posting it if sent by courier;

in each case:

(a)to a Warrant Holder, at its Notice Address (if there is none, its registered address); or

(b)to the Issuer, at:

Premium Sino Finance Limited

Address:天津市塘沽区新北路4668号滨海创新创业园21-B4楼

Telephone:+86 22 6635 1185

Fax:+86 22 6635 1181

Attention:Mr Liu Qingzeng; or

(c)to the Company, at:

Sinotech Energy Limited

Address:3/F, No. 19 Ronghua South Road, Beijing Economic-Technological Development Area, Beijing 100176, People’s Republic of China

87

Telephone:+86 10 8712 5555

Fax:+86 10 8712 5500

Attention:Chief Executive Officer

(d)to the Holdco, at:

Superport Limited

Address:天津市塘沽区新北路4668号滨海创新创业园21-B4楼

Telephone:+86 22 6635 1185

Fax:+86 22 6635 1181

Attention:Mr Liu Qingzeng; or

(e)to Parentco, at:

International Petroleum Services Corporation Limited

Address:北京经济技术开发区荣华南路19号中铁十九局大厦3F15

Telephone:+86-10-8712-5567

Fax:+86-10-8712-5500

Attention:Mr Liu Qingzeng

(f)to the Founder, at:

Mr Liu Qingzeng

Address:天津市塘沽区新北路4668号滨海创新创业园21-B4楼

Telephone:+86 22 6635 1185

Fax:+86 22 6635 1181

Attention:Mr Liu Qingzeng; or

(g)to the Administration Agent, at:

Address:Deutsche Bank AG, Hong Kong Branch, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong

Fax:+852 2203 7320 / 7323

Attention:Trust and Securities Services; or

(h)to the Calculation Agent, at

Address:55th Floor, Cheung Kong Center, Queen’s Road Central, Hong Kong

Telephone:+852 2203 8787

Fax:+852 2203 7266

Attention:Rowena Yue, Kari Cheng and Shu Duan,

or (in each case) to such other address as such other address as the applicable addressee of such notice or communication shall have notified to the sender of such notice or communication with not less than 5 Business Days’ notice; or

3.3.3when the sender’s facsimile machine receives a confirmation of transmission report (or where such time is outside the normal business hours of the

88

applicable addressee, on the opening of the next following Business Day) if delivered by facsimile.

3.4Any Person who, whether by operation of law, transfer or other means whatsoever, becomes entitled to any Warrant shall be bound by every notice properly given to the Person from whom it derives its title to such Warrant.

3.5When a given number of days’ notice is required to be given, the day of service shall be included but the day upon which such notice will expire shall not be included in calculating the number of days.

89

SCHEDULE 6
REGISTRATION RIGHTS

1DEMAND REGISTRATION

1.1Request for Registration. At any time and from time to time on or after twelve months after a Qualifying IPO in the United States, the holders of Transaction Registrable Securities may make a written demand for registration under the Securities Act of all or part of their Transaction Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number and type of Transaction Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Transaction Registrable Securities of the demand within ten (10) days from the receipt of the Demand Registration, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Transaction Registrable Securities in the Demand Registration (each such holder wishing to include any Transaction Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Transaction Registrable Securities included in the Demand Registration, subject to Section 1.4.  “Transaction Demanding Holders” means Demanding Holders and all other holder(s) of Transaction Registrable Securities wishing to include any Transaction Registrable Securities in such registration.

1.2Effective Registration. A registration will not count as a Demand Registration until a registration statement filed with the United States Securities and Exchange Commission (the “Commission”) with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement or otherwise with respect thereto; provided, however, if, after such registration statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the registration statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Transaction Demanding Holders thereafter elect to continue the offering; provided, further, the Company shall not be obligated to file a second registration statement until a registration statement that has been filed is counted as a Demand Registration or is terminated.

1.3Underwritten Offering. If a majority-in-interest of the Transaction Demanding Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration, the offering of such Transaction Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, the right of any holder to include its Transaction Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting

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and the inclusion of such holder’s Transaction Registrable Securities in the underwriting to the extent provided herein. All Transaction Demanding Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with theunderwriter or underwriters selected for such underwriting by a majority-in-interest of the Transaction Demanding Holders initiating the Demand Registration.

1.4Reduction of Offering. If the managing underwriter or underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Transaction Registrable Securities which the Transaction Demanding Holders desire to sell, taken together with all other shares of common stock or other securities which the Company desires to sell and the shares of common stock, if any, as to which registration has been requested pursuant to written contractual piggyback registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in such registration: (i) first, the Transaction Registrable Securities as to which Demand Registration has been requested by the Transaction Demanding Holders (pro rata in accordance with the number of shares of Registrable Securities which such Transaction Demanding Holders have requested be included in such registration, regardless of the number of shares of Transaction Registrable Securities held by each Transaction Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of common stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of common stock (and any other applicable securities) of the Company that the Company is obligated to register pursuant to Other Warrant Instruments and that can be sold without exceeding the Maximum Number of Shares; (iv) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of common stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fifth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), (iii) and (iv), the shares of common stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

1.5Withdrawal. If a majority-in-interest of the Transaction Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their

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Transaction Registrable Securities in any offering, such majority-in-interest of the Transaction Demanding Holders may elect to withdraw from such offering by giving written notice to the Company and the underwriter or underwriters of their request to withdraw prior to the effectiveness of the registration statement filed with the Commission with respect to such Demand Registration.  In such event, the Company need not seek effectiveness of such registration statement for the benefit of other investors.  If the majority-in-interest of the Transaction Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in Section 1.1, provided that the majority-in-interest of the Transaction Demanding Holders electing to so withdraw from the offering pays all costs and expenses incurred by the Company in connection with such withdrawn Demand Registration.  If the majority-in-interest of the Transaction Demanding Holders does not pay all costs and expenses incurred by the Company in connection with such withdrawn Demand Registration, then it shall count as a Demand Registration provided for in Section 1.1.

1.6Permitted Delays. The Company shall be entitled to postpone, for up to sixty (60) days, the filing of any registration statement under this Section 1 if (a) at any time prior to the filing of such registration statement the Company’s Board of Directors determines, in its good faith business judgment, that such registration and offering would materially and adversely affect any financing, acquisition, corporate reorganization, or other material transaction involving the Company, and (b) the Company delivers to the Transaction Demanding Holders written notice thereof within five (5) business days of the date of receipt of such request for Demand Registration.

2.PIGGYBACK REGISTRATION

2.1Piggyback Rights. If at any time the Company proposes to file a registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, including a Qualifying IPO in the United States, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a registration statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Transaction Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Transaction Registrable Securities in such notice the opportunity to register the sale of such number of shares of Transaction Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Transaction Registrable

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Securities to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Transaction Registrable Securities requested to be included in a Piggyback Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Transaction Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Transaction Registrable Securities proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Notwithstanding Section 2.2 below, no less than 25% of the aggregate amount of any equity securities to be registered in connection with  any proposed offering by the Company shall be reserved for the registration of the Transaction Registrable Securities.

2.2Reduction of Offering. If the managing underwriter or underwriters for a Piggyback Registration that is to be an underwritten offering advises the Company and the holders of Transaction Registrable Securities in writing that the dollar amount or number of shares of common stock which the Company desires to sell, taken together with shares of common stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Transaction Registrable Securities, the Transaction Registrable Securities as to which registration has been requested under this provision (and/or the equivalent provisions of the other Transaction Warrant Instruments), and the shares of common stock, if any, as to which registration has been requested pursuant to the written contractual piggyback registration rights of other shareholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:

(i)If the registration is undertaken for the Company’s account: (A) first, the shares of common stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of common stock or other securities, if any, including the Transaction Registrable Securities as to which registration has been requested pursuant to the applicable written contractual piggyback registration rights of such security holders (pro rata in accordance with the number of shares of common stock which each such person has actually requested to be included in such registration, regardless of the number of shares of common stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of shares has not been reached under the foregoing clauses (A) and (B), the shares of common stock (and any other applicable securities) of the Company  that the Company is obligated to register pursuant

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to Other Warrant Instruments (pro rata in accordance with the number of shares of common stock which have actually been requested to be included in such registration, regardless of the number of shares of common stock with respect to which such requesting persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; (D) fourth, to the extent that the Maximum Number of shares has not been reached under the foregoing clauses (A), (B), and (C), the shares of common stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggyback registration rights with such persons (pro rata in accordance with the number of shares of common stock which each such person has actually requested to be included in such registration, regardless of the number of shares of common stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and

(ii)If the registration is a “demand” registration undertaken at the demand of persons other than the holders of Transaction Registrable Securities or pursuant to contractual arrangements with such persons, (A) first, the shares of common stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of common stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Transaction Registrable Securities as to which registration has been requested under this provision (and/or the equivalent provisions of other Transaction Warrant Instruments) (pro rata in accordance with the number of shares of Transaction Registrable Securities held by each such holder); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of common stock (and any other applicable securities) of the Company that the Company is obligated to register, if any, as to which registration has been requested pursuant to Other Warrant Instruments and that can be sold without exceeding the Maximum Number of Shares; and (E) fifth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B), (C) and (D), the shares of common stock or other securities for the account of other persons that the Company is obligated to register, if any, as to which registration has been requested pursuant to written contractual arrangements with such persons that can be sold without exceeding the Maximum Number of Shares.

2.3Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggyback Registration by giving

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written notice to the Company of such request to withdraw prior to the effectiveness of the registration statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may also elect to withdraw a registration statement at any time prior to the effectiveness of the registration statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggyback Registration.

2.4Permitted Delays. The Company shall be entitled to postpone, for up to sixty (60) days, the filing of any registration statement under this Section 2, if (a) at any time prior to the filing of such registration statement the Company’s Board of Directors determines, in its good faith business judgment, that such registration and offering would materially and adversely affect any financing, acquisition, corporate reorganization, or other material transaction involving the Company, and (b) the Company delivers to the holder of the Transaction Registrable Securities requesting a Piggyback Registration, written notice thereof within five (5) business days of the date of receipt of such request for Piggyback Registration.

3.REGISTRATION EXPENSES

The Company shall bear all fees and expenses incurred in connection with the performance of its obligations under Schedule 6 and shall reimburse the Transaction Demanding Holders for the reasonable fees, expenses and disbursements of the legal counsel.  Such fees and expenses shall include, without limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing of prospectuses and certificates for Warrant Shares to be issued upon exercise of the Warrants; (iv) all fees and disbursements of counsel to the Company; (v) all application and filing fees in connection with listing the Warrant Shares on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of independent certified public accountants of the Company.  The Company shall bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal, accounting or other duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company.

4.INDEMNIFICATION

4.1The Company shall defend, protect, indemnify and hold harmless each Holder of Transaction Registrable Securities covered by any registration statement, its directors, officers, partners, members, direct or indirect investors, employees and each person, if any, who controls any such Holder within the meaning of either the Securities Act or otherwise, and any of the foregoing persons’ agents or other representatives (collectively referred to as the “Indemnified Holder Parties”) from and against any and all losses, claims, damages, actions, causes of action, suits, costs, penalties, fees, liabilities, joint or several, and expenses in connection thereof, and including reasonable attorneys’ fees and disbursements (collectively, the “Liabilities”) to which

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any of them may become subject, under the Securities Act or otherwise, insofar as such Liabilities arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or in any prospectus, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein (in the case of any prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse each such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending any such action or claim; provided, however, that the Company shall not be liable in any such case to any Indemnified Holder Party to the extent that any Liabilities arise out of or are based upon Holder Information (as defined below) provided by or on behalf of such Indemnified Holder Party.  This indemnity agreement will be in addition to any liability that the Company may otherwise have.

4.2Each Holder, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors and officers and each person, if any, who controls the Company within the meaning of either the Securities Act or otherwise (collectively, the “Indemnified Company Parties”), to the same extent as the foregoing indemnity from the Company to the Indemnified Holder Parties and shall reimburse each such Indemnified Company Party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any Liabilities, but only with reference to Liabilities that arise out of or are based upon a statement or an omission or an alleged omission in reliance upon or in conformity with Holder Information supplied by such Holder.  In no event shall any Holder be liable or responsible for any amount in excess of the net proceeds to such Holder as a result of the sale of any securities pursuant to such registration statement by reason of such untrue or alleged untrue statement or omission or alleged omission.  This indemnity agreement will be in addition to any liability that such Holder may otherwise have.

5.RULES 144 AND 144A

The Company covenants that, if at any time during which any Transaction Registrable Securities that are represented by certificates that bear a restricted legend remain outstanding it is subject to an obligation to file reports with the SEC pursuant to Section 13(a) and 15(d) of the Exchange Act, it shall use its reasonable best efforts to file such reports in a timely manner.  If at any time during which any such “restricted securities” remain outstanding the Company is not required to file such reports, it will, upon request of any Holder, take such actions as may be required from time to time to permit sales pursuant to (i) Rule 144A, or (ii) any similar rules or regulations adopted by the SEC after the date of this Agreement.  The Company further covenants that, for as long as any restricted securities remain outstanding, it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell such restricted securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144, (ii) Rule 144A, or (iii) any similar rules or regulations adopted by the SEC after

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the date of this Agreement.  Upon the written request of any holder of restricted securities, the Company shall deliver to such holder a written statement as to whether it has complied with such requirements.

For purposes of this provision, “Registrable Securities” shall mean the Warrant Shares owned or held by investors prior to the Qualifying IPO in the United States, or the Warrant Shares acquired pursuant to the exercise of Warrants owned or held by investors prior to the Qualifying IPO in the United States, provided such shares are eligible for registration under the Securities Act (for the avoidance of doubt, the holders of Warrants the exercise of which will result in the investors owning Warrant Shares shall be deemed to be the holders of Registrable Securities for the purposes of this Schedule 6).  Registrable Securities include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such shares of common stock. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such registration statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; or (c) such securities shall have ceased to be outstanding.

For purposes of this provision, “Transaction Registrable Securities” shall mean the Transaction Warrant Shares owned or held by investors prior to the Qualifying IPO in the United States, or the Transaction Warrant Shares acquired pursuant to the exercise of Transaction Warrants owned or held by investors prior to the Qualifying IPO in the United States, provided such shares are eligible for registration under the Securities Act (for the avoidance of doubt, the holders of Transaction Warrants the exercise of which will result in the investors owning Transaction Warrant Shares shall be deemed to be the holders of Transaction Registrable Securities for the purposes of this Schedule 6).  Transaction Registrable Securities include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such shares of common stock. As to any particular Transaction Registrable Securities, such securities shall cease to be Transaction Registrable Securities when: (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such registration statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; or (c) such securities shall have ceased to be outstanding.

For purposes of this provision, “Holder Information” with respect to any Holder shall mean information with respect to such Holder required to be included in any registration statement or the related prospectus pursuant to the Securities Act and which information is included

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therein in reliance upon and in conformity with information furnished to the Company in writing by such Holder specifically for inclusion therein.

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SCHEDULE 7
FORM OF ACCESSION UNDERTAKING

To:[name of Administration Agent] as Administration Agent

Each other party to the Warrant Instrument (as defined below)

Each Warrant Holder

From:[proposed Additional Warrant Guarantor] (“Proposed Additional Warrant Guarantor”); and

Premium Sino Finance Limited as Issuer

Date:[             ]

Instrument constituting Tranche C warrants to purchase shares in Superport Limited dated [        ] (as amended and/or supplemented from time to time, the “Warrant Instrument”) entered into by, among others, Premium Sino Finance Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng

1.Terms and expressions defined in or construed for the purposes of the Warrant Instrument shall have the same meaning herein.  This is an Accession Undertaking.

2.The Proposed Additional Warrant Guarantor agrees to become party to the Warrant Instrument as an “Additional Warrant Guarantor” and to be bound by the terms of the Warrant Instrument as an Additional Warrant Guarantor pursuant to Clause 13.9.3 of the Warrant Instrument.

3.The Proposed Additional Warrant Guarantor is a company duly incorporated under the laws of [name of relevant jurisdiction] [with registered number [          ]].

4.Each of the Issuer and the Proposed Additional Warrant Guarantor makes the representations and warranties set out in Clause 12 (Warranties and Undertakings) of the Warrant Instrument.

5.This Accession Undertaking is governed by and shall be construed in accordance with Hong Kong law.  Clauses 21.2 (Jurisdiction) and 21.3 (Service of proceedings) of the Warrant Instrument shall apply to this Accession Undertaking mutatis mutandis as if any reference therein to the Warrant Instrument included a reference to this Accession Undertaking and as if the Proposed Additional Warrant Guarantor were a Warrant Guarantor.

6.This Accession Undertaking may be executed in any number of counterparts and this has the same effect as if the execution on such counterparts were on a single copy of this Accession Undertaking.

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This Accession Undertaking is duly executed and delivered as a deed by the Issuer and the Proposed Additional Guarantor on the date above written, and shall take effect as a deed poll.

THE COMMON SEAL OF	)
PREMIUM SINO FINANCE LIMITED	)
was hereto affixed	)
in the presence of:	)

Signature of witness:

Name of witness:

[THE COMMON SEAL OF	)
[name of Proposed Additional Warrant	)
Guarantor]	)
was hereto affixed	)
in the presence of:	)

Signature of witness:

Name of witness:]

[SIGNED, SEALED AND DELIVERED AS	)
A DEED by	)
[name of Proposed Additional Warrant	)
Guarantor]	)
in the presence of:	)

Signature of witness:

Name of witness:]

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SCHEDULE 8
FORM OF DESIGNATION NOTICE

To:[name of Administration Agent] as Administration Agent

Premium Sino Finance Limited as Issuer

From:[Deutsche Bank AG, Hong Kong Branch] as Arranger

Date:[             ]

Instrument constituting Tranche C warrants to purchase shares in Superport Limited dated [        ] (as amended and/or supplemented from time to time, the “Warrant Instrument”) entered into by, among others, Premium Sino Finance Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng

1.Terms and expressions defined in or construed for the purposes of the Warrant Instrument shall have the same meaning herein.  This is a Designation Notice.  This Designation Notice relates to the Relevant Tranche (as defined below).

2.The Arranger hereby gives notice to the Issuer and the Administration Agent pursuant to Clause 2.1.1(c) of the Warrant Instrument that Warrants (“Additional Warrants”) shall be issued under Clause 2.1.1(c) of the Warrant Instrument on the Utilisation Date for the Loan under Tranche [      ]* (“Relevant Tranche”) for the benefit of each of the following Persons (“Additional Beneficial Holders”), in such number and with such Entitlement as set out beside such Person’s name in the table below (in addition to any other Warrants which such Person may otherwise already hold):

* Insert applicable Tranche number e.g. Tranche Two, Tranche Three etc.

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Name of Additional Beneficial Holder	Notice Address	Number of Warrants	Entitlement
[·]	Address: [·] Fax: [·] Attention: [·]	[·]	[·] per cent.
[·]	Address: [·] Fax: [·] Attention: [·]	[·]	[·] per cent.
[·]	Address: [·] Fax: [·] Attention: [·]	[·]	[·] per cent.
[·]	Address: [·] Fax: [·] Attention: [·]	[·]	[·] per cent.
[·]	Address: [·] Fax: [·] Attention: [·]	[·]	[·] per cent.
Total:			[·] per cent.

3.In the event that (upon issuance of the Additional Warrants) such Additional Warrants are represented by Individual Warrant Certificates, each Additional Beneficial Holder agrees to be bound by the terms of the Warrant Instrument as a Warrant Holder (with effect from the time when such Additional Beneficial Holder is registered in the Register as the Warrant Holder in respect of such Additional Warrants).

4.This Designation Notice may be executed in any number of counterparts and this has the same effect as if the execution on such counterparts were on a single copy of this Designation Notice.

5.This Designation Notice is governed by and shall be construed in accordance with Hong Kong law. Clauses 21.2 (Jurisdiction) and 21.3 (Service of proceedings) of the Warrant Instrument shall apply to this Designation Notice mutatis mutandis as if any reference therein to the Warrant Instrument included a reference to this Designation Notice.

This Designation Notice is duly executed and delivered as a deed poll by the Arranger and duly signed by each Additional Beneficial Holder on the date above written.

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[SIGNED, SEALED AND DELIVERED AS	)
A DEED by	)
DEUTSCHE BANK AG, HONG KONG	)
BRANCH	)
in the presence of:	)

Signature of witness:

Name of witness:

[SIGNED for and on behalf of	)
[name of applicable Additional Beneficial	)
Holder]	)
	)
	)

[SIGNED for and on behalf of	)
[name of applicable Additional Beneficial	)
Holder]	)
	)
	)

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EX-4.71

Exhibit 4.71

Execution version

PREMIUM SINO FINANCE LIMITED

SINOTECH ENERGY LIMITED

SUPERPORT LIMITED

INTERNATIONAL PETROLEUM SERVICES CORPORATION LIMITED

MR. LIU QINGZENG

SECOND SUPPLEMENTAL INSTRUMENT TO INSTRUMENT CONSTITUTING TRANCHE D WARRANTS

CONTENTS

Clause		Page
1.	Interpretation	3
2.	Amendment And Restatement	3
3.	Notices	3
4.	Further Assurance	4
5.	Governing Law And Jurisdiction	4
6.	Effect	4
Schedule 1 Amended And Restated Instrument		11

THIS SECOND SUPPLEMENTAL INSTRUMENT is entered into by way of a deed poll on the 16th day of March 2011

BY:

(1)PREMIUM SINO FINANCE LIMITED, a BVI BusinessCompanyincorporated and existing under the laws of the British Virgin Islands with registration number 607520 (the “Issuer”);

(2)SINOTECH ENERGY LIMITED, a Cayman Islands exempted company incorporated and existing under the laws of the Cayman Islands with registration number 241866 (the “Listco”);

(3)SUPERPORT LIMITED, a BVI BusinessCompany incorporated and existing under the laws of the British Virgin Islands with registration number 1525496 (“Holdco”);

(4)INTERNATIONAL PETROLEUM SERVICES CORPORATION LIMITED, a company incorporated and existing under the laws of Hong Kong with registration number 1165755 (“Parentco”); and

(5)MR. LIU QINGZENG, (刘庆增), with passport number G27332374 issued by the People’s Republic of China (the “Founder”).

IN FAVOUR OF

(6)THE WARRANT HOLDERS (as defined below);

(7)THE INITIAL BENEFICIAL HOLDERS (as defined below); and

(8)THE BENEFICIAL HOLDERS (as defined below).

WHEREAS:

A.The Issuer, Parentco, Holdco and the Founder executed an instrument by way of deed poll (the “Principal Instrument”) dated 8 January 2010 constituting the tranche D warrants, as amended and restated pursuant to a first supplemental instrument dated 11 October 2010 (the “First Supplemental Instrument”, and together with the Principal Instrument, the “Instruments”).

B.The Issuer and Deutsche Bank, AG executed a Warrant Agency Agreement dated 12 January 2010 (“Warrant Agency Agreement”) pursuant to the Principal Instrument appointing Deutsche Bank, AG as Administration Agent and Calculation Agent in respect of the Warrants.

C.The Listco and the Issuer wish to further amend and restate the Instruments (subject to the requisite Warrant Holders’ Consent) pursuant to this Second Supplemental Instrument (the “Second Supplemental Instrument”), in order to amend certain adjustment rights set out in the Instruments.

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D.The parties have agreed to amend the Instruments to the extent set out in this Second Supplemental Instrument.

THIS INSTRUMENT WITNESSES as follows:

1.INTERPRETATION

All words and expressions defined in the Instruments shall where the context so requires and admits have the same meaning in this Second Supplemental Instrument and the principles of interpretation specified in Clauses 1.2 to 1.8 of the Principal Instrument shall where the context so requires and admits also apply to this Second Supplemental Instrument.  In addition, in this Second Supplemental Instrument the following expressions have the following meanings:

“Amendment Date” means the later of the date on which this Second Supplemental Instrument is executed and the date on which the Warrant Holders’ Consent is unconditionally obtained.

“Warrant Documents” means the Instruments, the Second Supplemental Instrument and the Warrant Agency Agreement.

“Warrant Holders’ Consent” means the Unanimous Written Consent given or to be given by the Warrant Holders under the Instruments pursuant to which the proposed amendments to the Instruments are approved.

2.AMENDMENT AND RESTATEMENT

2.1The Instruments (including, for the avoidance of doubt, the Warrants constituted and issued under the Instruments prior to the Amendment Date), with effect from the Amendment Date, shall stand amended and restated in the form set out in Schedule 1.

2.2This Second Supplemental Instrument is supplemental to the Instruments.

2.3Subject to the amendments to be effected to the Instruments and the Warrants hereunder, the Instruments and the Warrants shall remain in full force and effect and the Instruments and this Second Supplemental Instrument shall be read and construed together as one instrument.

3.NOTICES

3.1A memorandum of this Second Supplemental Instrument shall be endorsed on the original of the Principal Instrument by the Administration Agent.

3.2Any notice to be given for the purposes of this Second Supplemental Instrument shall be given in accordance with the provisions of paragraph 3 of Schedule 5 (Register, Transfers and Notices) of the Principal Instrument.

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4.FURTHER ASSURANCE

The Issuer, the Listco and the Warrant Guarantors jointly and severally undertake to execute all such other documents and comply with all such other requirements necessary to effect the amendments contemplated hereby and any other matter incidental thereto.

5.GOVERNING LAW AND JURISDICTION

5.1Governing law

This Second Supplemental Instrument is governed by and shall be construed in accordance with Hong Kong law.

5.2Jurisdiction

5.2.1The courts of Hong Kong shall have non-exclusive jurisdiction to settle any dispute arising from or connected with this Second Supplemental Instrument including, without limitation, a dispute regarding the existence, validity or termination of this Instrument or the consequences of its nullity (a “Dispute”).

5.2.2The parties agree that the courts of Hong Kong are the most appropriate and convenient forum to settle any Dispute and, accordingly, they will not argue to the contrary.

5.2.3No Warrant Holder shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, the Warrant Holders may take concurrent proceedings in any number of jurisdictions.

5.3Service of proceedings

Each of the Issuer, the Listco, each Warrant Guarantor and the Founder agrees that the documents which start any proceedings relating to a Dispute (“Proceedings”) and any other documents required to be served in relation to those Proceedings on the Issuer, the Listco, each Warrant Guarantor and the Founder (as the case may be) may be served on International Petroleum Services Corporation Limited of 1/F., Sunning Plaza, 10 Hysan Avenue, Causeway Bay, Hong Kong, on behalf of the Issuer, the Listco, each Warrant Guarantor (that is not incorporated in Hong Kong) and the Founder in accordance with Clause 3 (Notices) of Schedule 5 of the Principal Instrument, and each of the Issuer, the Listco, each Warrant Guarantor (that is not incorporated in Hong Kong) and the Founder irrevocably appoints such Person as its agent to accept service of Proceedings.  These documents may, however, be served in any other manner allowed by law.  This Clause applies to all Proceedings wherever started.

6.EFFECT

This Second Supplemental Instrument shall take effect as a deed poll, and shall take effect for the benefit of the Warrant Holders and the Beneficial Holders from time to time, and (in relation to any provision that is expressed for the benefit of or purports to grant any right to the Arranger) the Arranger.

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IN WITNESS WHEREOF this Second Supplemental Instrument has been executed by the Issuer, the Listco, Parentco, Holdco and the Founder as a deed poll and is intended to be and is hereby delivered on the date first above written.

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THE ISSUER
EXECUTED AS A DEED by	)
PREMIUM SINO FINANCE LIMITED	)
	)	/s/ Liu Qingzeng
	)	Duly Authorised Signatory
	)
	)	Name:	Liu Qingzeng
	)	Title:	Director
in the presence of:
/s/ Zhu Lingxia
Signature of witness
Name:   Zhu Lingxia
Address: No. 19 Ronghua South Road, Beijing Economic and Technological Development Area

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EXECUTION
LISTCO
EXECUTED AS A DEED by	)
SINOTECH ENERGY LIMITED	)
	)	/s/ Liu Qingzeng
	)	Duly Authorised Signatory
	)
	)	Name:	Liu Qingzeng
	)	Title:	Director
in the presence of:
/s/ Zhu Lingxia
Signature of witness
Name:   Zhu Lingxia
Address: No. 19 Ronghua South Road, Beijing Economic and Technological Development Area

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EXECUTION
HOLDCO
EXECUTED AS A DEED by	)
SUPERPORT LIMITED	)
	)	/s/ Liu Qingzeng
	)	Duly Authorised Signatory
	)
	)	Name:	Liu Qingzeng
	)	Title:	Director
in the presence of:
/s/ Zhu Lingxia
Signature of witness
Name:   Zhu Lingxia
Address: No. 19 Ronghua South Road, Beijing Economic and Technological Development Area

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EXECUTION
PARENTCO
THE COMMON SEAL OF		)
INTERNATIONAL PETROLEUM		)
SERVICES CORPORATION LIMITED		)
was hereto affixed		)
in the presence of:
Signature of witness:	/s/ Zhang Yanhua
Name of witness: Zhang Yanhua

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EXECUTION
THE FOUNDER
SIGNED, SEALED AND DELIVERED AS	)
A DEED by	)
MR. LIU QINGZENG	)	/s/ Liu Qingzeng
	)	Mr. Liu Qingzeng
in the presence of:
/s/ Zhu Lingxia
Signature of witness
Name:   Zhu Lingxia
Address: No. 19 Ronghua South Road, Beijing Economic and Technological Development Area

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SCHEDULE 1
AMENDED AND RESTATED INSTRUMENT

Execution version

PREMIUM SINO FINANCE LIMITED

SINOTECH ENERGY LIMITED

SUPERPORT LIMITED

INTERNATIONAL PETROLEUM SERVICES CORPORATION LIMITED

MR. LIU QINGZENG

AMENDED AND RESTATED INSTRUMENT RELATING TO AN INSTRUMENT DATED 8 JANUARY 2010 CONSTITUTING TRANCHE D WARRANTS

CONTENTS

Clause		Page
1.	Interpretation	2
2.	Constitution And Form Of Warrants	16
3.	Register, Warrant Certificates And Designation	20
4.	Purchase Rights And Mechanics Of Exercise	20
5.	Qualifying IPO And Exit Event	27
6.	Rights Of First Offer And Co-Sale Rights	29
7.	Undertakings	34
8.	Winding Up Of The Issuer Or The Company	39
9.	Transfer Of Warrants And Legends	39
10.	Agents And Arranger	41
11.	Variation Of Rights And Votes	42
12.	Warranties And Undertakings	45
13.	Guarantee	49
14.	Replacement Of Warrant Certificates	52
15.	Confidential Information	53
16.	Tax Gross Up	54
17.	No Set-Off	54
18.	Notices	54
19.	Partial Invalidity	55
20.	Default Interest	55
21.	Governing Law And Jurisdiction	55
22.	Effect	56
Schedule 1 Initial Beneficial Holders And Initial Warrants Held		57
Schedule 2 Form Of Global Warrant Certificate		58
Schedule 3 Form Of Individual Warrant Certificate		69
Schedule 4 Form Of Exercise Notice		77
Schedule 5 Register, Transfers And Notices		80
Schedule 6 Registration Rights		85
Schedule 7 Form Of Accession Undertaking		94

THIS AMENDED AND RESTATED INSTRUMENT is entered into by way of a deed poll on 16 March 2011

BY:

(1)PREMIUM SINO FINANCE LIMITED, a BVI BusinessCompanyincorporated and existing under the laws of the British Virgin Islands with registration number 607520 (the “Issuer”);

(2)SINOTECH ENERGY LIMITED, a Cayman Islands exempted company incorporated and existing under the laws of the Cayman Islands with registration number 241866 (the “Company”);

(3)SUPERPORT LIMITED, a BVI BusinessCompany incorporated and existing under the laws of the British Virgin Islands with registration number 1525496 (the “Holdco”);

(4)INTERNATIONAL PETROLEUM SERVICES CORPORATION LIMITED, a company incorporated and existing under the laws of Hong Kong with registration number 1165755 (“Parentco”); and

(5)MR. LIU QINGZENG, (刘庆增), with passport number G27332374 issued by the People’s Republic of China (the “Founder”).

IN FAVOUR OF

(6)THE WARRANT HOLDERS (as defined below);

(7)THE INITIAL BENEFICIAL HOLDERS (as defined below); and

(8)THE BENEFICIAL HOLDERS (as defined below).

WHEREAS:

A.The Issuer is the owner of a number of Ordinary Shares in the Company, and has agreed to issue warrants to acquire Ordinary Shares in the Company on the terms set out in this Instrument.

B.The Warrants will be in registered form.  Subject to the provisions of this Instrument, the Warrants will be represented by a global warrant certificate in substantially the form set out in Schedule 2 (Form of Global Warrant Certificate) (or with such amendments thereto as the Administration Agent may reasonably specify to comply with any requirements of any applicable Clearing System) (the “Global Warrant Certificate”), which will be exchangeable, in whole or in part, for Warrants in individual warrant certificates in substantially the form set out in Schedule 3 (Form of Individual Warrant Certificate) (the “Individual Warrant

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Certificates”) (together with the Global Warrant Certificate, the “Warrant Certificates” and each a “Warrant Certificate”) in the circumstances specified herein and therein.

C.The Issuer will, in relation to the Warrants, enter into an agency agreement (as amended or supplemented from time to time, the “Warrant Agency Agreement”) with Deutsche Bank AG, Hong Kong Branch as administration agent (the “Administration Agent”, which expression includes any successor administration agent appointed from time to time in connection with the Warrants) and Deutsche Bank AG, Hong Kong Branch as calculation agent (the “Calculation Agent”, which expression includes any successor calculation agent appointed from time to time in connection with the Warrants).

D.The Issuer wishes to constitute the Warrants by deed poll.

THIS INSTRUMENT WITNESSES as follows:

1.INTERPRETATION

1.1In this Instrument:

“Accession Undertaking” means an accession undertaking in substantially the form set out in Schedule 7 (Form of Accession Undertaking).

“Accounting Principles” means US GAAP.

“Additional Warrant Guarantor” means any person that becomes a party to this Instrument pursuant to Clause 13.9.3.

“Affiliate” means, in relation to any Person, a Subsidiary of that Person or a Holding Company of that Person or any other Subsidiary of any Holding Company of that Person.

“Agents” means the Administration Agent and the Calculation Agent.

“Applicable Laws” means, as to any Person, any law, statute, rule, regulation, notice, order, policy, or determination of an arbitrator or a court or other Government Authority or stock exchange, in each case applicable or binding upon such Person or any of its properties or to which such Person or any of its properties is subject or pertaining to any or all of the transactions contemplated or referred to herein.

“Approved Audit Firm” means any one of Deloitte, Ernst & Young, KPMG, PricewaterhouseCoopers and Grant Thornton as may be nominated by the Warrant Holders by Written Consent and agreed to by the Issuer (such consent not to be unreasonably withheld or delayed).

“Arranger” means Deutsche Bank AG, Hong Kong Branch.

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“Beneficial Holder” means any accountholder or participant with a Clearing System which has, at any time, credited to its securities account with such Clearing System one or more Entries in respect of the Global Warrant Certificate or any of the Warrants represented thereby, except for any Clearing System in its capacity as an accountholder of the other Clearing System.

“Borrower” means Tianjin New Highland Science and Technology Development Co., Ltd., a wholly foreign-owned enterprise established under the laws of the PRC.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, the PRC, Hong Kong and Singapore and (in relation to any payment in US$) New York City.

“Cash Settlement” has the meaning given to it in Clause 4.4.1.

“Cash Settlement Account” has the meaning given to it in Clause 4.4.2.

“Cash Settlement Amount” has the meaning given to it in Clause 4.4.3.

“Clearing Systems” means Euroclear and Clearstream, Luxembourg.

“Clearstream, Luxembourg” means Clearstream Banking, société anonyme, Luxembourg.

“Common Depositary” means, in relation to a Clearing System, a common depositary in respect of such Clearing System.

“Company Entity” means the Company or any wholly-owned Subsidiary (direct or indirect) of the Company.

“Confidential Information” has the meaning given to it in Clause 15.1 (Confidentiality undertaking).

“Covered Entity” means the Borrower, Parentco, Holdco, the Company, any other member of the Group, the Issuer or the Founder.

“Co-Sale Notice” has the meaning given to it in Clause 6.3.1.

“Co-Sale Securities” have the meaning given to it in Clause 6.3.1.

“Cut-off Date” means 5:00 p.m. on the Maturity Date.

“Default” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Determination Date” means, in relation to a Beneficial Holder:

(a)(in the case where such Beneficial Holder gives a Direct Rights Notice in accordance with Clause 2.4.1) the date of such Direct Rights Notice; or

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(b)(in the case where such Beneficial Holder has not given a Direct Rights Notice in accordance with Clause 2.4.1 but any of the events or circumstances set out in Clause 2.4.2(a) or (b) occurs) the date of occurrence of such event or circumstance set out in Clause 2.4.2(a) or (b).

“Direct Rights” means the rights referred to in Clause 2.4 (Direct rights).

“Direct Rights Event” means, in relation to a Beneficial Holder at any time while the Global Warrant Certificate is outstanding, any of the following events:

(a)any of the Issuer, the Company, Parentco, Holdco, the Founder or any Additional Warrant Guarantor being in default of any of its obligations under this Instrument;

(b)the Warrant Holder failing (for any reason) to act (or refrain from acting) in accordance with the instructions of such Beneficial Holder with respect to its Entry (or any of the Warrants to which such Entry relate), duly transmitted via the applicable Clearing System, provided that such Beneficial Holder would have been entitled to so act (or so refrain from acting) if it were the Warrant Holder in respect of such Warrants; and/or

(c)such Beneficial Holder wishes to exercise or enforce any right or remedy in respect of any of the Warrants (to which any Entry of such Beneficial Holder relates) that is not capable of being exercised or enforced through the applicable Clearing System.

“Direct Rights Notice” has the meaning given to it in Clause 2.4 (Direct rights).

“Dispute” has the meaning given to it in Clause 21.2 (Jurisdiction).

“Distribution” means any dividend, distribution (whether of assets, capital, profits or reserves, including without limitation the issue of Shares credited as fully paid or partly paid out of profits or reserves and issued in lieu of a cash dividend), payment or return of an income or capital nature.

“Encumbrance” means any mortgage, assignment of receivables, debenture, lien, charge, pledge, title retention, right to acquire, security interest, options, rights of first refusal and any other encumbrance or condition whatsoever.

“Entitlement” means, in relation to a Warrant Holder or Warrants held by a Warrant Holder, the total number of Warrant Shares which such Warrant Holder is entitled to purchase (without charge) pursuant to the outstanding Warrants held by such Warrant Holder, expressed as a percentage of the Fully Diluted Share Capital, and as the same may be adjusted in accordance with the provisions of this Instrument and/or pursuant to any written agreement between the Issuer and the relevant Warrant Holder.

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“Entry” means, in relation to the Global Warrant Certificate, any entry which is made in the securities account of any Person with a Clearing System in respect of any of the Warrants represented by the Global Warrant Certificate.

“Equity Interest” means, in relation to any Person:

(a)any shares of any class or capital stock of or equity interest in such Person or any depositary receipt in respect of any such shares, capital stock or equity interest;

(b)any securities convertible or exchangeable (whether at the option of the holder thereof or otherwise and whether such conversion is conditional or otherwise) into any such shares, capital stock, equity interest or depositary receipt, or any depositary receipt in respect of any such securities; or

(c)any option, warrant or other right to acquire any such shares, capital stock, capital interest, securities or depositary receipts referred to in paragraphs (a) and/or  (b).

“Equity Shares” means shares comprising the share capital of the Company.

“Euroclear” means Euroclear Bank S.A./N.V..

“Event of Default” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Exercise Date” has the meaning given to it in Clause 4.3.1.

“Exercise Notice” means a notice in the form, or substantially in the form, set out in Schedule 4 (Form of Exercise Notice).

“Exercised Entitlement” has the meaning given to it in Clause 4.1.2.

“Exercising Warrant Holder” means a Warrant Holder who exercises its Purchase Rights (in whole or in part) in accordance with Clause 4 (Purchase Rights and Mechanics of Exercise).

“Exit Date” means the date on which an Exit Event occurs.

“Exit Event” means, prior to the occurrence of a Qualifying IPO:

(a)any Covered Entity shall, in any transaction or series of related transactions, sell, convey, or otherwise dispose (by lease, licence or otherwise) of all or a material part of its assets, property or business or merge or amalgamate with or into or consolidate with any other corporation, limited liability company or other entity other than:

(i)a disposal of assets by a Company Entity to another Company Entity; or

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(ii)a solvent merger or amalgamation between a Company Entity with another Company Entity (and not involving any person that is not a Company Entity), where (if the Company is involved in such merger or amalgamation) the Company is the surviving entity and there are no Equity Interests in the Company (following such merger or amalgamation) other than Ordinary Shares); or

(b)any transaction or series of related transactions shall occur pursuant to which more than 40% of the shares or Equity Interests in a Covered Entity (other than the Founder) are issued, sold, transferred or conveyed to, or otherwise disposed of by, any person or person(s), other than:

(iii)any issuance, sale, transfer, conveyance or disposal of shares or Equity Interests in the Company in favour of the Issuer; or

(iv)any issuance, sale, transfer, conveyance or disposal of shares or Equity Interests in any Company Entity (other than the Company) in favour of another Company Entity.

“Exit Notice” has the meaning given to it in Clause 5.1.2.

“Exit Price” means the price for a Share to be determined in accordance with Clause 4.5 (Exit Price).

“Facility Agent” has the meaning given to it in the Facility Agreement.

“Facility Agreement” means the facility agreement dated on or about the date of this Instrument entered into by, among others, the Borrower and Deutsche Bank AG, Hong Kong Branch as co-ordinating arranger, Deutsche Bank AG, Hong Kong Branch as facility agent and DB Trustees (Hong Kong) Limited as security agent as supplemented, varied and/or amended from time to time.

“Finance Documents” has the meaning given to it in the Facility Agreement.

“First Calculation Date” means 31 December 2010.

“First Period” means the period of 12 full calendar months ending on the First Calculation Date.

“Fully Diluted Share Capital” means:

(a)as at the relevant time up to and including the occurrence of a Qualifying IPO, the aggregate of:

(1)all Equity Shares in issue; and

(2)all Equity Shares which would be issued if all the Outstanding Options for the time being had been exercised in full,

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but excluding any Shares which would be issued in any share offering as part of any Qualifying IPO; and

(b)at any time after the occurrence of a Qualifying IPO, the Fully Diluted Share Capital (as at the occurrence of such Qualifying IPO) as determined in accordance with paragraph (a), provided that, if at any time or from time to time after the  QIPO Date, the Shares are changed into the same or a different number of Shares or any class or classes of Equity Shares of the Company, whether by subdivision, consolidation, reclassification or otherwise, in any such event, the Fully Diluted Share Capital as determined in accordance with paragraph (a) shall include or be replaced by (as the case requires) the kind and amount of Equity Shares and/or other securities and property receivable upon such subdivision, consolidation, reclassification or other change as if such subdivision, consolidation, reclassification or change had occurred immediately prior to the occurrence of the Qualifying IPO.

“Global Warrant Certificate” has the meaning given in the Recitals.

“Government Authority” means any national, provincial, municipal, city or local government or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through share or capital ownership or otherwise, by any of the foregoing.

“Group” means the Company and its Subsidiaries from time to time and a “member of the Group” is to be construed accordingly.

“Holding Company” means, in relation to a company, corporation or entity, any other company, corporation or entity in respect of which it is a Subsidiary.

“Hong Kong Stock Exchange” means The Stock Exchange of Hong Kong Limited.

“IFRS” means International Financial Reporting Standards issued and/or adopted by the International Accounting Standards Board from time to time.

“Initial Beneficial Holders” means the Persons whose names are set out in Schedule 1 (Initial Beneficial Holders and Initial Warrants Held) (each an “Initial Beneficial Holder”).

“Initial Utilisation Date” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Intercompany Loan Agreement” means the loan agreement dated 6 May 2009 entered into between Premium Sino as borrower and Wise Worldwide as lender pursuant to which Premium Sino borrowed HK$45,000,000 from Wise Worldwide.

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“Lender” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument) and “Lenders” shall be construed accordingly.

“Loan” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Majority Lenders” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Market Value” means, in relation to any shares in the capital of the Company or rights to purchase, subscribe for, or to convert securities into, shares in the capital of the Company, Warrants or any Warrant Shares (collectively “Relevant Securities”):

(a)the amount which the Warrant Holders (acting by Written Consent) and the Issuer (each acting reasonably) shall agree as being their market value; or

(b)in the absence of such agreement, the amount which the applicable Approved Audit Firm (appointed in accordance with Clause 6.1.2) states in writing to be in its opinion their market value, on the basis of a sale as between a willing seller and a willing buyer at arms’ length (as relevant) and, in determining such market value, the Approved Audit Firm shall be instructed in particular (where relevant):

(i)to have regard to the rights attached (or which would attach) to such Relevant Securities (and/or shares in the Company to which such Relevant Securities relate) in respect of income and capital but disregard any restrictions as to transfer;

(ii)to disregard whether such Relevant Securities (and/or shares in the Company to which such Relevant Securities relate) represent (or would represent) a minority interest; and

(iii)if the Company (or any other Covered Entity) is then carrying on business as a going concern, to assume it will continue to do so.

“Maturity Date” means the date that is 60 Months after the Initial Utilisation Date.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)(subject to paragraph (c) below) if the numerically corresponding day in that next calendar month (in which that period is to end) is not a Business Day, that period shall end on the next Business Day in that next calendar month if there is one, or if there is not, on the immediately preceding Business Day in that next calendar month;

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(b)if there is no numerically corresponding day in that next calendar month (in which that period is to end), that period shall end on the last Business Day in that next calendar month; and

(c)if any period begins on the last Business Day of a calendar month, that period shall end on the last Business Day in the calendar month in which that period is to end.

The above rules will only apply to the last Month of any period.

“Net Income” means, in respect of any period, the consolidated after-Tax net income of the Borrower for such period, as determined in accordance with Clause 4.2 (Determination of Net Income).

“Obligors” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Offered Price” has the meaning given to it in Clause 6.2.1.

“Offered Shares” has the meaning given to it in Clause 6.2.1.

“Offeree” has the meaning given to it in Clause 6.2.5.

“Ordinary Shares” means ordinary shares in the share capital of the Company.

“Other Warrants” means any warrants (other than Transaction Warrants) relating to the purchase of shares in the Company, issued and/or to be issued by the Issuer pursuant to an Other Warrant Instrument.

“Other Warrant Holders” means the holders of Other Warrants as determined in accordance with the provisions of the Other Warrant Instruments applicable to such Other Warrants.

“Other Warrant Instruments” means the warrant instrument(s) entered into or to be entered into by (among others) the Issuer as issuer, with prior written consent of the Arranger, pursuant to which the Issuer grants warrants entitling the holders thereof to purchase shares in the Company.

“Outstanding Options” means, at any relevant time, all outstanding options or outstanding rights (whether or not conditional or contingent and assuming full performance of any performance-linked rights), to subscribe for Equity Shares or securities which are convertible into Equity Shares.

“Period” means the First Period or the Second Period.

“Person” means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, Government Authority or other entity of any kind, and shall include any

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legal personal representatives, successor (by merger or otherwise) and permitted assigns of such entity.

“PRC” means the People’s Republic of China (excluding for such purposes Hong Kong, Macau and Taiwan).

“Proceedings” has the meaning given to it in Clause 21.3 (Service of proceedings).

“Purchase Rights” means the rights of the Warrant Holders to purchase (without charge) Warrant Shares from the Issuer pursuant to the Warrants, on the terms and subject to the conditions of this Instrument.

“QIPO Date” means the date on which shares of the Company commence trading on the relevant stock exchange pursuant to a Qualifying IPO.

“QIPO Notice” has the meaning given to it in Clause 5.1.1.

“Qualifying IPO” means any initial public offering of shares of the Company on any Stock Exchange (and any reference in this Instrument to the “occurrence of a Qualifying IPO” or other terms having a similar effect shall mean the commencement of trading of the shares of the Company on the relevant Stock Exchange pursuant to a Qualifying IPO).

“Register” means the register of Warrant Holders required to be maintained pursuant to Schedule 5 (Register, Transfers and Notices).

“Relevant Party” means the Issuer, the Company, any other Warrant Guarantor the Calculation Agent or any Warrant Holder.

“Required Shares” has the meaning given to it in Clause 7.1.3.

“Revocation Notice” has the meaning given to it in Clause 5.2.1.

“ROFO Holders” has the meaning given to it in Clause 6.2.1.

“ROFO Offer” has the meaning given to it in Clause 6.2.2.

“ROFO Period” has the meaning given to it in Clause 6.2.3.

“ROFO Response” has the meaning given to it in Clause 6.2.3.

“ROFO Shares” has the meaning given to it in Clause 6.2.2.

“Second Calculation Date” means 31 December 2011.

“Second Period” means the period of 12 full calendar months ending on the Second Calculation Date.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Security Agent” has the meaning given to it in the Security Trust Deed.

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“Security” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Security Documents” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Security Trust Deed” means the security trust deed entered into or to be entered into between, among others, DB Trustees (Hong Kong) Limited as Security Agent, Deutsche Bank AG, Hong Kong Branch as Facility Agent and the Borrower.

“Share Pledge” means the share mortgage entered into or to be entered into between the Issuer, and DB Trustees (Hong Kong) Limited as Security Agent pursuant to which, among other things, the Issuer grants Security over certain of its shares in the Company.

“Shares” means the Ordinary Shares.

“Specified Office” has the meaning given in the Warrant Agency Agreement.

“Stated Per Cent” means, as at the date of this Instrument, one per cent (1%) of the Fully Diluted Share Capital,as the same may be adjusted in accordance with the provisions of this Instrument and/or pursuant to any written agreement between the Issuer and the Warrant Holders.  As of the Initial Utilisation Date, each 100,000 Warrants shall represent an Entitlement of one per cent (1%) of the Fully Diluted Share Capital.

“Stock Exchange” means (i) the Hong Kong Stock Exchange or (ii) New York Stock Exchange or the NASDAQ Stock Market or (iii) any other internationally recognised stock exchange acceptable to the Warrant Holders (pursuant to a Written Consent), and on which any of the Shares are listed (or are to be listed) at any time.

“Subordination Deed” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Subsidiary” means in relation to any company, corporation or entity, a company, corporation or entity:

(a)which is controlled, directly or indirectly, by the first mentioned company, corporation or entity;

(b)more than half the issued share capital, registered capital or equity interest of which is beneficially owned, directly or indirectly by the first mentioned company, corporation or entity; or

(c)which is a Subsidiary of another Subsidiary of the first mentioned company, corporation or entity,

and for this purpose, a company, corporation or entity shall be treated as being controlled by another if that other company, corporation or entity is able to direct its

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affairs and/or to control the majority of the composition of its board of directors or equivalent body.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“this Instrument” means this Instrument and the Schedules (as from time to time modified in accordance with the provisions contained herein) and (unless the context requires otherwise) includes any deed poll or other document executed in accordance with the provisions hereof (as from time to time modified as aforesaid) and expressed to be supplemental hereto.

“Top-up Warrant Shares” means any Shares which the Issuer agrees in writing to transfer to a Warrant Holder and which relate to the Warrants.

“Total Entitlement” means, from time to time, the aggregate of the Entitlements of the Warrant Holders.

“Total Transaction Entitlement” means, from time to time, the aggregate of the Transaction Entitlements of the Transaction Warrant Holders.

“Transaction Documents” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Transaction Entitlement” means, in relation to a Transaction Warrant Holder or Transaction Warrants held by a Transaction Warrant Holder, the total number of Transaction Warrant Shares for which such Transaction Warrant Holder is entitled to purchase (under the terms of the Transaction Warrant Instruments) pursuant to the outstanding Transaction Warrants held by such Transaction Warrant Holder, expressed as a percentage of the Fully Diluted Share Capital, and as the same may be adjusted in accordance with the provisions of the applicable Transaction Warrant Instruments.

“Transaction Written Consent” means the consent in writing of the Transaction Warrant Holders holding outstanding Transaction Warrants entitling them to purchase more than 50 per cent. of all the Transaction Warrant Shares which would be purchased if all the Transaction Entitlements of the outstanding Transaction Warrants are exercised to their maximum extent.

“Transaction Warrants” means the warrants to purchase Ordinary Shares pursuant to the Transaction Warrant Instruments (including without limitation the Warrants).

“Transaction Warrant Holders” means (a) the Warrant Holders and (b) the holders of Transaction Warrants (other than the Warrants) as determined in accordance with the provisions of the Transaction Warrant Instruments applicable to such Transaction Warrants.

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“Transaction Warrant Instruments” means any warrant instruments entered into by (among others) the Issuer as issuer, the Company, the Parentco and the Founder, pursuant to which the Issuer grants warrants entitling the holders thereof to purchase shares in the Company (including without limitation this Instrument).

“Transaction Warrant Shares” means the Ordinary Shares to be transferred by the Issuer upon the exercise of the purchase rights attaching to the Transaction Warrants (including without limitation the Warrant Shares).

“Transfer” has the meaning given to it in Clause 6.2.1.

“Transfer Notice” has the meaning given to it in Clause 6.2.1.

“Unanimous Written Consent” means the consent in writing of:

(a)the Warrant Holders holding outstanding Warrants entitling them to purchase 100% per cent. of all the Warrant Shares which would be purchased if all the Entitlements of the outstanding Warrants are exercised to their maximum extent; and

(b)(for the purposes of any amendment, modification, alteration, waiver or other matter requiring or expressed to require a “Unanimous Written Consent”) each Person that was a Beneficial Holder immediately prior to a Warrant Holder exercising (for the benefit of such Beneficial Holder) its Purchase Rights in full in respect of any of its Warrants, and whose rights or entitlement would be affected by such amendment, modification, alteration, waiver or other matter.

“US$” or “US Dollars” means United States dollars, the lawful currency of the United States of America.

“US GAAP” means generally accepted accounting principles in the United States of America.

“Utilisation” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Utilisation Date” has the meaning given to it in the Facility Agreement (in the form subsisting as at the date of this Instrument).

“Warrant Certificate” has the meaning given in the Recitals.

“Warrant Guarantors” means the Company, Parentco, Holdco and each Additional Warrant Guarantor.

“Warrant Holder’s Group” means in respect of a Warrant Holder, the Warrant Holder and its Affiliates, and a “member of the Warrant Holder’s Group” shall be construed accordingly.

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“Warrant Holders” means the Persons in whose names the Warrants are registered from time to time as evidenced by the Register, provided that at all times during the period from the date of this Instrument to the time when the Global Warrant Certificate has been issued in accordance with Clause 2.1.1(b), each Initial Beneficial Holder shall be deemed to be a Warrant Holder; and a “Warrant Holder” means any one of them.  For the avoidance of doubt, for the purposes of any rights or entitlement expressed to be given to a Warrant Holder under this Instrument after the exercise by such Warrant Holder of its Purchase Rights in full in respect of any of its Warrants, each Person that was a Beneficial Holder immediately prior to a Warrant Holder exercising (for the benefit of such Beneficial Holder) its Purchase Rights in full in respect of any Warrants shall be a “Warrant Holder” (with respect to such Warrants) notwithstanding that such Warrants shall have been exercised in full.

“Warrant Shares” means the Ordinary Shares to be transferred by the Issuer upon the exercise of the Purchase Rights attaching to the Warrants (and/or the Ordinary Shares (including Top-up Warrant Shares) to be transferred by the Issuer pursuant to any written agreement entered into between the Issuer and the Warrant Holders which relates to the Warrants).

“Warrants” means the warrants to purchase (without charge) Ordinary Shares pursuant to this Instrument, with each 100,000 Warrants representing an Entitlement of one per cent. (1%) of the Fully Diluted Share Capital, and as the same may be adjusted in accordance with the provisions of this Instrument and/or pursuant to any written agreement between the Issuer and the Warrant Holders.

“Written Consent” means the consent in writing of the Warrant Holders holding outstanding Warrants entitling them to purchase more than 50% per cent. of all the Warrant Shares which would be purchased if all the Entitlements of the outstanding Warrants are exercised to their maximum extent.

1.2The headings in this Instrument do not affect its interpretation.

1.3Unless otherwise specified herein or unless the context otherwise requires, in this Instrument a reference to:

1.3.1a Clause, paragraph or Schedule, unless specifically provided otherwise, is a reference to a clause or paragraph of, or schedule to, this Instrument;

1.3.2a statutory provision includes a reference to the statutory provision as modified or re-enacted or both from time to time after the date of this Instrument and any subordinate legislation made or other thing done under the statutory provision after the date of this Instrument;

1.3.3the singular includes the plural and vice versa (unless the context requires otherwise);

1.3.4words incorporating one gender shall include each gender;

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1.3.5“parties” means the Company, the Issuer, Parentco, Holdco, each other Warrant Guarantor, the Founder, the Administration Agent and the Calculation Agent and a “party” shall be construed accordingly;

1.3.6the Administration Agent, the Calculation Agent, the Facility Agent, the Company, the Issuer, Parentco, Holdco, any Additional Warrant Guarantor, the Founder, any Warrant Holder, any Lender or any Secured Party shall be construed so as to include its successors in title, permitted assigns and permitted transferees; and

1.3.7the Facility Agreement or any other agreement or instrument is a reference to that Facility Agreement or other agreement or instrument as amended, supplemented  or novated from time to time.

1.4Unless otherwise defined herein or unless the context otherwise requires, (a) terms and expressions defined in or construed for the purposes of the Facility Agreement (in the form subsisting as at the date of this Instrument) shall have the same meaning in this Instrument and (b) the rules of construction set out in Clauses 1.2 (Construction) and1.3(Currency symbols and definitions) of the Facility Agreement (in the form subsisting as at the date of this Instrument) shall have the same meaning in this Instrument.

1.5The Schedules to this Instrument form part of it and shall have the same force and effect as if expressly set out in the body of this Instrument.

1.6Unless a contrary indication appears, any reference in this Instrument to a time of day is a reference to Hong Kong time.

1.7

1.7.1If any obligations under this Instrument fall due on a day or date which is not a Business Day, such obligations shall instead fall due on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

1.7.2During any extension of the due date for payment of any amount pursuant to Clause 1.7.1above, interest is payable on such amount at the rate payable on the original due date.

1.8The liabilities and obligations of the Issuer and the Founder under this Instrument shall be joint and several.

1.9Certain provisions of this Instrument are summaries of the Warrant Agency Agreement and subject to its detailed provisions.  The Warrant Holders shall be bound by, and shall be deemed to have notice of all the provisions of the Warrant Agency Agreement applicable to them.  With effect from no later than the Initial Utilisation Date, copies of the Warrant Agency Agreement are available for

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inspection during normal business hours at the Specified Office of the Administration Agent.

1.10Any reference to “purchase” in this Instrument and any Warrant Certificate shall include a reference to “acquire (without consideration)” and (as applicable “acquisition (without consideration)”.

2.CONSTITUTION AND FORM OF WARRANTS

2.1Issue of Warrants

2.1.1The Issuer:

(a)hereby constitutes and issues, with effect from the Initial Utilisation Date, for the benefit of each Initial Beneficial Holder, Warrants in such number and with such initial Entitlements as set out opposite the name of such Initial Beneficial Holder in Schedule 1 (Initial Beneficial Holders and Initial Warrants Held) (being in aggregate 100,000 Warrants with an aggregate Entitlement of 1.0% of the Fully Diluted Share Capital), with each 100,000 Warrants representing an Entitlement of one per cent (1%) of the Fully Diluted Share Capital; and

(b)shall, on the Initial Utilisation Date:

(i)cause all of the Warrants referred to in Clause 2.1.1(a) to be deposited into Euroclear and be represented by a Global Warrant Certificate;

(ii)issue to a nominee of a Common Depositary for the Clearing Systems (as specified by the Arranger) (and deposit with or procure the Administration Agent to deposit with such nominee) a Global Warrant Certificate representing all of the Warrants referred to in Clause 2.1.1(a) and procure that the name of such nominee be entered into the Register as the Warrant Holder in respect of such Warrants; and

(iii)ensure that the securities account with the Clearing Systems of each Initial Beneficial Holder is credited with an Entry in respect of beneficial interests in Warrants, in such number and with such initial Entitlements as set out opposite the name of such Initial Beneficial Holder in Schedule 1 (Initial Beneficial Holders and Initial Warrants Held).

Each Warrant issued under this Clause shall carry the right (but not the obligation) for the Warrant Holder (in respect of such Warrant) to purchase (without charge) from the Issuer an aggregate number of Warrant Shares

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representing the Entitlement attributable to such Warrant, (in each case) on the terms and subject to the conditions set out in this Instrument and with such other rights as set out in this Instrument.

2.1.2The Warrants (and the Entitlements attributable to such Warrants) shall only become effective and enforceable in accordance with their terms (but shall automatically become effective and enforceable in accordance with their terms) on the Initial Utilisation Date.

2.1.3The Issuer shall ensure that the Warrant Agency Agreement is executed and delivered to the Administration Agent and the Calculation Agent no later than the date on which the first Utilisation Request is delivered under the Facility Agreement.

2.1.4All Warrants issued hereunder shall form a single series of Warrants.

2.1.5The Warrants are issued in registered form.

2.1.6At any time when any Warrants are represented by a Global Warrant Certificate and such Global Warrant Certificate is deposited with a nominee for a Common Depositary for the Clearing Systems:

(a)the rights conferred on the Warrant Holder of the Global Warrant Certificate pursuant to the terms of such Global Warrant Certificate and this Instrument are held for the benefit of the Beneficial Holders in accordance with their respective interests in the number of Warrants and the Entitlements relating to such Warrants evidenced by their respective Entries; and

(b)the rules for the time being of the Clearing Systems shall govern the manner in which the Warrant Holder of the Global Warrant Certificate shall act and exercise its rights in respect of such Warrants in accordance with the instructions from time to time of such Beneficial Holders in respect of their respective Entries.

2.2Undertakings

Each party undertakes to comply with the terms and conditions of this Instrument and the obligations expressed to be undertaken by it in each Warrant Certificate and specifically, but without limitation, to do all such things and execute all such documents necessary in order to give effect to the Purchase Rights and such other rights hereunder and thereunder conferred on the Warrant Holders in accordance with the terms of this Instrument and each Warrant Certificate.

2.3Binding effect

The Warrants are issued on the terms and conditions of this Instrument, which are binding upon the Issuer, the Company, Parentco, Holdco, each Additional Warrant

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Guarantor, the Founder, each Warrant Holder and each Beneficial Holder and all Persons claiming through or under any of them.

2.4Direct rights

2.4.1If at any time any Warrants are represented by a Global Warrant Certificate and a Direct Rights Event occurs with respect to any Beneficial Holder (which has an Entry relating to any such Warrants), such Beneficial Holder shall be entitled to require, by notice to the Administration Agent (“Direct Rights Notice”), the issue to it of such number of Individual Warrant Certificates representing in aggregate such number of Warrants (and with such aggregate Entitlements) equal to the aggregate number of Warrants (and, as applicable, the aggregate Entitlements) to which such Beneficial Holder’s Entry relates as at the Determination Date in respect of such Beneficial Holder, in exchange (in part) for such Global Warrant Certificate.  Upon issuance of such Individual Warrant Certificates in respect of any such Warrants, the number and Entitlements of Warrants represented by such Global Warrant Certificate shall be reduced accordingly (by the number (and, as the case may be, the Entitlements) of such Warrants to which such Individual Warrant Certificates so issued relate).

2.4.2If at any time any Warrants are represented by a Global Warrant Certificate and:

(a)Euroclear Bank S.A./N.V. or Clearstream, Luxembourg is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business; or

(b)a Direct Rights Event occurs with respect to any Beneficial Holder, and the Beneficial Holders whose Entries (immediately prior to the giving by any Beneficial Holder of any Direct Rights Notice in respect of such Direct Rights Event) in aggregate relate to 50% or more of the Warrants represented by such Global Warrant Certificate (immediately prior to the giving by any Beneficial Holder of any Direct Rights Notice in respect of such Direct Rights Event) give Direct Rights Notices, whether separately or together, to the Administration Agent in accordance with Clause 2.4.1,

such Global Note Certificate shall be exchanged in whole (but not in part) into Individual Warrant Certificates issued in favour of each of the Beneficial Holders, each representing in aggregate such number of Warrants (and with such aggregate Entitlements) equal to the aggregate number of Warrants (and, as applicable, the aggregate Entitlements) to which such Beneficial Holder’s Entry relates as at the Determination Date in respect of such Beneficial Holder.

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2.4.3If:

(a)a Direct Rights Event occurs with respect to any Beneficial Holder and such Beneficial Holder gives a Direct Rights Notice in accordance with Clause 2.4.1, such Beneficial Holder; or

(b)any of the events or circumstances set out in Clause 2.4.2(a) or (b) occurs, each Beneficial Holder,

shall have against each of the Issuer, Company, Parentco, Holdco, the Founder and each Additional Warrant Guarantor, all rights (“Direct Rights”) which such Beneficial Holder would have had in respect of the Warrants if, immediately before the Determination Date in respect of such Beneficial Holder, it had been the Warrant Holder of Warrants in such number (and with such Entitlements) equal to the aggregate number of Warrants (and, as applicable the aggregate Entitlements) to which such Beneficial Holder’s Entry relates and a duly completed, executed and authenticated Individual Warrant Certificate had been issued to such Beneficial Holder in respect of such Warrants, including (without limitation) the Purchase Rights represented by such Warrants (and as if such Individual Warrant Certificate had (where required by this Instrument, the Warrant Agency Agreement or the terms of such Individual Warrant Certificate) been duly presented and (where required by this Instrument, the Warrant Agency Agreement or the terms of such Individual Warrant Certificate) surrendered on the due date in accordance with this Instrument, the Warrant Agency Agreement and the terms of such Individual Warrant Certificate).

2.4.4No further action shall be required on the part of the Issuer or any other Person (including without limitation any Beneficial Holder) for any Beneficial Holder to enjoy the Direct Rights provided, however, that nothing herein shall entitle any Beneficial Holder to receive any Warrant Shares that have already been transferred or any payment which has already been made in accordance with the terms of the Global Warrant Certificate.

2.4.5Notwithstanding any other provision of this Instrument, as long as any Warrants are represented by a Global Warrant Certificate and such Global Warrant Certificate is deposited with a nominee for a Common Depositary for the Clearing Systems, the requirement for presentation or surrender of such Global Warrant Certificate in respect of any exercise of rights relating to any Warrants represented by such Global Warrant Certificate (including without limitation in connection with any exercise of Purchase relating to any such Warrants) shall not apply.

2.4.6The records of the Clearing Systems and their participants shall be conclusive as to the identity of the Beneficial Holders and the respective number and Entitlement of Warrants credited to their respective securities

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accounts with the Clearing Systems (or to which their Entries relate) and a statement issued by the applicable Clearing System or any such participant setting out:

(a)the name of the Beneficial Holder in respect of which it is issued; and

(b)the Entitlement to which any Entry of such Beneficial Holder relates on any date,

shall be conclusive evidence for all purposes of this Instrument.

2.4.7If the applicable Clearing System determines the Determination Date in respect of a Beneficial Holder, such determination shall (in the absence of manifest error) be binding on the Issuer, the Company, Parentco, Holdco, the Founder, each Additional Warrant Guarantor, the Warrant Holders and the Beneficial Holders (with Entries at such Clearing System).

3.REGISTER, WARRANT CERTIFICATES AND DESIGNATION

3.1Register

The Issuer shall appoint the Administration Agent to maintain the Register in accordance with the Warrant Agency Agreement.

3.2Warrant Certificates

The Issuer shall, immediately upon the name of a Warrant Holder being entered in the Register, issue, or procure the Administration Agent to issue, to the Warrant Holder a Warrant Certificate (or Warrant Certificates in such denominations as the Warrant Holder may reasonably require provided that each such Warrant Certificate shall relate to an integral number of Warrants) setting out the number of Warrants registered in its name and the Entitlement relating thereto and, upon the request of the Warrant Holder from time to time, the Issuer shall, or procure the Administration Agent to, re-issue Warrant Certificates in such other denominations as the Warrant Holder may reasonably require (provided that each such Warrant Certificate shall relate to an integral number of Warrants).

4.PURCHASE RIGHTS AND MECHANICS OF EXERCISE

4.1Rights to purchase Warrant Shares

4.1.1Subject to the terms and conditions of this Instrument, the Purchase Rights may be exercised by the Warrant Holders:

(a)(before a Qualifying IPO) immediately before the occurrence of a Qualifying IPO or an Exit Event, provided that (a) (in the case of a Qualifying IPO) such Qualifying IPO occurs at any time from the date of this Instrument up to and including 5.00pm on the Cut-off Date or (b) (in the case of an Exit Event) such Exit Event occurs at any time

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from the date of this Instrument up to and including the earlier of the occurrence of a Qualifying IPO or 5.00pm on the Cut-off Date; or

(b)(after a  Qualifying IPO) at any time, and from time to time, up to and including 5.00pm on the Cut-off Date.

For the avoidance of doubt, each Warrant Holder shall have an independent right to exercise its Purchase Rights (and/or any other rights) in respect of any or all of the Warrants held by such Warrant Holder in whole or in part (provided that the Purchase Rights in respect of any one Warrant may only be exercised in full but not in part), and any exercise or non-exercise of any Purchase Rights (and/or any other rights) by any Warrant Holder shall not affect the ability of any other Warrant Holder to exercise or refrain from exercising any of its Purchase Rights (and/or any other rights) in respect of any or all of the Warrants held by such other Warrant Holder.

4.1.2A Warrant Holder may exercise its Purchase Rights, in whole or in part, in accordance with the terms of this Instrument (provided that the Purchase Rights in respect of any one Warrant may only be exercised in full but not in part). Subject to the provisions of Clauses 4.4 (Cash Settlement) and 5.2 (Revocation) and/or any other similar provisions contained in this Instrument, upon exercise, a Warrant Holder is obliged to accept, and the Issuer is obliged to transfer (free of charge) to such Warrant Holder, such number of Warrant Shares representing the Entitlement of such Warrant Holder in respect of which such Warrant Holder is exercising its Purchase Rights (the “Exercised Entitlement” of such Warrant Holder).

4.2Determination of Net Income

4.2.1Within 15 days of the end of each Period (or, if later, upon the management accounts of the Borrower for such Period becoming available), the Issuer shall appoint, at the cost of the Issuer, an Approved Audit Firm to determine the Net Income for such Period. The Approved Audit Firm shall (and the Issuer shall ensure that the Approved Audit Firm shall) issue and deliver to the Issuer, the Company, the Administration Agent, the Calculation Agent and the Warrant Holders by no later than the end of the second calendar month after the last day of each Period a review opinion setting out the Net Income with respect to such Period as determined by it.  In determining the Net Income for any Period, the Approved Audit Firm shall act as an expert and not an arbitrator.

4.2.2The Net Income for a Period shall be equal to the consolidated after-Tax net income of the Borrower for such Period excluding the following expenses (if otherwise taken into account in the determination of such consolidated after-Tax net income): (i) share-based compensation expenses, (ii) expenses directly related to the put option (in respect of the Loans) given to the

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Lenders pursuant to the terms of the Finance Documents (excluding interest and transaction expenses), (iii) expenses directly related to the fair market value accounting treatment of the Transaction Warrants other than transaction expenses and (iv) expenses directly related to the Qualifying IPO, provided that such expenses directly related to the Qualifying IPO shall only be excluded in respect of the relevant Period in which the Qualifying IPO occurred, and further provided that if the Qualifying IPO occurs during the First Period, such expenses directly related to the Qualifying IPO shall only be excluded in respect of the First Period (and shall not be excluded when determining the Net Income for the Second Period), in each case determined in accordance with the Accounting Principles and determined by an Approved Audit Firm.

4.2.3The Net Income for the relevant Period as so determined by the Approved Audit Firm shall (in the absence of manifest error) be final and binding on the Issuer, the Company and the Warrant Holders.

4.2.4Net Income for any Period shall be determined by reference to the management accounts of the Borrower for such Period.  The Issuer shall ensure that such management accounts (in each case prepared in accordance with the Accounting Principles) are prepared and delivered to the Approved Audit Firm promptly and in any case by no later than 15 days after the expiry of such Period.

4.3Procedure for exercise

4.3.1As a condition precedent to each exercise of its Purchase Rights, an Exercising Warrant Holder shall submit to the Administration Agent a completed and signed Exercise Notice at least seven Business Days prior to the QIPO Date or Exit Date or (if after a Qualifying IPO) the intended date of exercise (such QIPO Date, Exit Date or the intended date of exercise, as the case may be, being an “Exercise Date”) which notice shall also set out the Exercised Entitlement of such Exercising Warrant Holder in respect of which it wishes to exercise such Purchase Rights (which may be the whole or part only of its Entitlement, provided that the Purchase Rights in respect of any one Warrant may only be exercised in full but not in part).  Such Exercise Notice addressed to the Administration Agent shall constitute constructive notice to the Issuer regarding the same matter.  Unless otherwise provided in this Instrument, once given an Exercise Notice is irrevocable.  A Warrant Holder may nominate (in writing to the Administration Agent) such other Person as it may direct to take up its Warrant Shares.

4.3.2On such Exercise Date and subject to the Issuer’s performance of its obligations under this Clause 4.3 (Procedure for exercise), such Exercising Warrant Holder shall (except if such Exercise Date is an Exit Date in which

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case Clauses 4.4.4 and 4.4.5shall apply) lodge its Warrant Certificates in respect of its Warrants to be exercised with the Administration Agent (who shall, subject to receipt from the Issuer of confirmation of a successful transfer to the Exercising Warrant Holder of the Warrant Shares in accordance with the Applicable Laws, on the Exercise Date lodge those Warrant Certificate(s) with the Issuer).

4.3.3(In the event of an exercise of Purchase Rights by such Exercising Warrant Holder in respect of a Qualifying IPO or after a Qualifying IPO) the Issuer shall, on such Exercise Date and subject to such Exercising Warrant Holder’s performance of its obligations under this Clause 4.3 (Procedure for exercise), transfer (as legal and beneficial owner and free from any Encumbrance) to such Warrant Holder (or such other Person(s) nominated by such Exercising Warrant Holder) the number of Warrant Shares attributable to the Exercised Entitlement of such Exercising Warrant Holder and deliver to such Exercising Warrant Holder (or such other Person(s) nominated by such Exercising Warrant Holder), in respect of the Warrant Shares to be so purchased, the following documents:

(a)share certificates (physical or uncertificated versions thereof held in the relevant Stock Exchange’s clearing system) representing such Warrant Shares which shall be in such denominations of such Warrant Shares as may be reasonably requested by such Exercising Warrant Holder and shall be in the names of such Exercising Warrant Holder or as it directs; and

(b)a certified copy of the register of members of the Company evidencing that such Exercising Warrant Holder, or such other Person nominated by such Exercising Warrant Holder, has been registered as the holder of the relevant Warrant Shares.

4.3.4The Issuer shall, and shall procure the Company to, take all necessary actions for the purposes of the transfer of the relevant Warrant Shares to such Exercising Warrant Holder and recording such Exercising Warrant Holder (or such Person(s) nominated by such Exercising Warrant Holder) as the legal title owner of such Warrant Shares.  The Issuer shall ensure that the transfer of such Warrant Shares purchased shall be effected as of the Exercise Date. For the avoidance of doubt, in the event of an exercise of Purchase Rights in connection with a Qualifying IPO, the Shares shall be transferred in time to participate in the Qualifying IPO.

4.3.5Notwithstanding any other provision of this Instrument, no purchase price is payable by any Warrant Holder in connection with the exercise of any Purchase Right under this Instrument.

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4.4Cash Settlement

4.4.1(In the event of an exercise of Purchase Rights by an Exercising Warrant Holder in respect of an Exit Event) upon the exercise of Purchase Rights with respect to the Exercised Entitlement of that Exercising Warrant Holder, the Issuer shall pay cash to that Exercising Warrant Holder in respect of such Exercised Entitlement in lieu of transferring Warrant Shares (“Cash Settlement”) in accordance with this Clause 4.4 (Cash Settlement).

4.4.2In connection with an Exit Event, each Exercising Warrant Holder shall specify in its Exercise Notice information of its bank account (“Cash Settlement Account”) to which the Cash Settlement Amount is to be paid.

4.4.3The aggregate amount of cash payable to such Exercising Warrant Holder by the Issuer pursuant to Clause 4.4.1 (“Cash Settlement Amount”) in respect of any exercise of any of the Purchase Rights relating to the Exercised Entitlement (or any part thereof) of such Exercising Warrant Holder shall be determined in accordance with the following formula:

Cash Settlement Amount = A ´ C

Where:

A=the Exit Price (in respect of such exercise); and

C=the total number of Warrant Shares subject to Cash Settlement (for the avoidance of doubt, as such number of Warrant Shares has been adjusted in accordance with the provisions of this Instrument and/or pursuant to any written agreement between the Issuer and the Warrant Holders).

4.4.4If Cash Settlement applies in respect of any exercise by such Exercising Warrant Holder of any of its Purchase Rights in accordance with Clause 4.4.1, the Issuer shall pay the Cash Settlement Amount (in respect of such Cash Settlement to which such exercise of Purchase Rights relates) to the Cash Settlement Account of such Exercising Warrant Holder by wire transfer of immediately available funds, (i) on the Exit Date or (ii) within three Business Days from the date on which the Exit Price (relating to such exercise) is finally determined in accordance with the provisions of Clause 4.5 (Exit Price) or (iii) if such Exercising Warrant Holder has not provided the details of its Cash Settlement Account to the Issuer, within three Business Days from the date on which such Exercising Warrant Holder gives notice of the details of its Cash Settlement Account to the Issuer, whichever is later.

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For the avoidance of doubt, a Warrant Holder shall not be obligated to make any payment to the Issuer in the event of a Cash Settlement.

4.4.5Within three Business Days after such scheduled Cash Settlement Amount payment date referred to in Clause 4.4.4 in respect of any Cash Settlement, such Exercising Warrant Holder shall lodge with the Administration Agent its Warrant Certificates, provided that such requirement shall not apply if such Warrant Certificates have already been lodged with the Administration Agent pursuant to Clause 4.3.2 by such Exercising Warrant Holder.  For the avoidance of doubt, if Cash Settlement applies in respect of any exercise of any Warrants, the Purchase Rights attaching to such Warrants shall be deemed to have been exercised upon receipt of the Cash Settlement Amount (relating to such Cash Settlement) from the Issuer in the applicable Cash Settlement Account.

4.5Exit Price

4.5.1In the event that the Cash Settlement Amount is required to be determined by reference to the Exit Price, the Exit Price (on a per Share basis) relating to such exercise shall be determined as follows:

(a)in the event that Shares in the Company are purchased in connection with the applicable Exit Event, in accordance with the following formula:

Exit Price =

Where:

P =total purchase price paid for the Shares purchased in connection with the applicable Exit Event

Q =number of Shares purchased in connection with applicable the Exit Event;

(b)in the event that Shares in the Company are not purchased in connection with the Exit Event and accordingly Clause 4.5.1(a) above does not apply, the Issuer shall, within 10 days from the Exit Date, appoint at the cost of the Issuer an Approved Audit Firm to determine the Exit Price which shall (if possible) be derived from the price transacted in the Exit Event and shall be equal to the then fair market value of each Share. The Approved Audit Firm shall issue and deliver to the Issuer, the Administration Agent and the Warrant Holders, within thirty (30) days from its appointment, a certificate setting out the Exit Price in respect of such exercise as determined by it. In

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determining the Exit Price, the Approved Audit Firm shall act as an expert and not an arbitrator.

4.6Replacement Options upon Exit Event

If there is an Exit Event, and in the event that any Warrant Holder does not exercise all or any part of its Purchase Rights in accordance with Clause 4.4(Cash Settlement), such Warrant Holder shall have the right, but not the obligation, to receive, in respect of any unexercised Purchase Rights, replacement warrants or options or other rights (whether issued by the Company, the Issuer or any other person) acceptable to the Warrant Holders represented by a Written Consent which in any event shall be on terms no less favourable to the Warrant Holders than those under this Instrument (and the Warrant Holders shall be entitled, upon request, to obtain an opinion at the Issuer’s expense from the Approved Audit Firm confirming the terms of such replacement options or other rights), and the other rights of such Warrant Holder under this Instrument shall be adjusted and construed accordingly (and, if applicable, in accordance with the terms of such Written Consent).

4.7Term

Subject to Clause 4.9 (No lapse), if a Warrant Holder has not exercised its Purchase Rights in full upon the Cut-off Date in accordance with Clause 4.3 (Procedure for exercise), that Warrant Holder’s outstanding Warrants which have not been so exercised shall lapse and shall not be capable of being exercised after the Cut-off Date.

4.8Payment of Taxes

The Issuer shall pay all stamp, issue, registration or other similar taxes and duties (if any) arising on the transfer of the Warrants or the Warrant Shares and all bank fees, charges or other expenses that may be due in connection with the payment of the Cash Settlement.

4.9No lapse

If the Issuer, the Company, any other Warrant Guarantor or the Founder fails to comply in full with its obligations pursuant to this Instrument, any rights attaching to the Warrants which are not exercised prior to the Cut-off Date shall not lapse upon the Cut-off Date and shall remain capable of being exercised in accordance with the terms of this Instrument until the Issuer has complied in full with its obligations under this Instrument.

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4.10Supplemental exercise mechanics for Qualifying IPO in the USA

4.10.1If a Qualifying IPO is proposed by the Company in respect of any Stock Exchange in the United States, the Issuer and the Company (as applicable) shall:

(a)promptly notify each Warrant Holder (with a copy to the Administration Agent) of the minimum price at which shares will be offered for sale pursuant to the Qualifying IPO (as indicated in the price range to be set out in the final draft offering document to be issued by the Company (the “Price Range”)) no later than the date on which the Price Range is finally determined;

(b)at the request of any Warrant Holder, complete the transfer of Warrant Shares pursuant to an exercise of the Warrant Holder’s Purchase Rights on a date between the date on which the Qualified IPO pricing is finally agreed and the QIPO Date as specified by the Warrant Holder in the Exercise Notice (instead of completion occurring on the QIPO Date under Clause 4.3);

(c)comply with any exercise of the piggy-back registration rights under Schedule 6 (Registration Rights) of such Warrant Holder as the holder of Transaction Registrable Securities (namely, the Warrant Shares acquired pursuant to such exercise of the Purchase Rights); and

(d)keep each such Exercising Warrant Holder informed of all developments relating to the Qualifying IPO that are material to such Persons and the exercise, maintenance and protection of their rights and interests hereunder until consummation of the Qualifying IPO.

4.10.2If a Warrant Holder exercises any Purchase Rights, or acquires any Top-up Warrant Shares, after a Qualifying IPO on a Stock Exchange in the United States, the Company shall comply with the demand registration rights under Schedule 6 (Registration Rights) of such Warrant Holder as the holder of Transaction Registrable Securities (namely, the Warrant Shares acquired pursuant to such exercise or acquired as Top-up Warrant Shares).

5.QUALIFYING IPO AND EXIT EVENT

5.1Notices of Qualifying IPO and Exit Event

5.1.1The Issuer shall promptly notify (with a copy to the Administration Agent) each Warrant Holder in writing (such notification being a “QIPO Notice”) upon the submission of a listing application to any Stock Exchange for a Qualifying IPO and thereafter keep the Warrant Holders informed of any acceleration, delay and withdrawal related to the proposed Qualifying IPO.  The QIPO Notice shall state the terms of such listing.

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5.1.2The Issuer shall promptly notify (with a copy to the Administration Agent) each Warrant Holder in writing (such notification being an “Exit Notice”) at least 21 days prior to the entering of the Issuer, the Company or any Covered Entity into definitive transaction documents for any Exit Event or (if earlier) the occurrence of any Exit Event.

5.2Revocation

5.2.1If, after service of any QIPO Notice or Exit Notice, it becomes reasonably apparent that the proposed Qualifying IPO or Exit Event will not or is unlikely to occur (which circumstances may include, without limitation, the underwriting or pricing agreement for the Qualifying IPO not having been signed by the time indicated in the offering circular for the Qualifying IPO), the Issuer shall promptly thereafter give written notice (with a copy to the Administration Agent) to each Warrant Holder stating that this is the case and setting out the reasons therefor (the “Revocation Notice”).

5.2.2If in the case of any proposed Qualifying IPO or Exit Event, the proposed Qualifying IPO or Exit Event does not occur for any reason, then irrespective of whether any Revocation Notice has been given:

(a)any Exercise Notice given in connection with such proposed Qualifying IPO or Exit Event shall be automatically revoked and any exercise of any Purchase Rights in connection with such proposed Qualifying IPO or Exit Event shall be deemed not to have been made;

(b)all Purchase Rights in respect of any Warrants (construed as if no Exercise Notice or exercise of any Purchase Rights had been given or made in respect of such proposed Qualifying IPO or Exit Event) shall remain exercisable in full in accordance with the provisions of this Instrument; and

(c)the Issuer shall return (or procure the Administration Agent to return) to each Warrant Holder any Warrant Certificate lodged pursuant to Clause 4.3 (Procedure for exercise), and any transfer of Warrant Shares completed pursuant to such Exercise Notice shall be reversed such that such Warrant Shares shall be transferred back to the Issuer (at the Issuer’s cost), at the same time as the Issuer gives such Revocation Notice (or, if earlier, three Business Days after it becomes apparent that such Qualifying IPO or Exit Event is not occurring within the timing set forth in any QIPO Notice or Exit Notice relating thereto),

provided that nothing in this Clause 5.2 (Revocation) shall prejudice any further exercise of any Purchase Rights.

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5.3Stock Exchanges

The provisions of this Instrument relating to the procedures of a Qualifying IPO shall be adjusted to the extent necessary to reflect the administrative procedures of the Stock Exchange where the Qualifying IPO takes place, provided that such adjustments shall not in any way adversely affect the rights of the Warrant Holders and further provided that the Issuer and the Company shall give (or procure the Administration Agent to give) prior notice to each Warrant Holder of any such adjustment to this Instrument.

5.4Stock Exchange’s objections

In the event that the Stock Exchange raises objections to the Company’s application for a Qualifying IPO on the basis that the Warrants are outstanding and/or that they can be exercised in accordance with the terms of this Instrument, the Issuer, the Company and the Warrant Holders shall enter into discussions in good faith with a view to finding a solution which will result in the Stock Exchange removing its objections and execute such documentation and take such steps as may be reasonably necessary for the implementation of any such solution, provided that the rights of the Warrant Holders shall not thereby in any way be adversely affected.

5.5Registration rights

The Company hereby grants to each Warrant Holder registration rights in respect of the Warrant Shares on the terms set out in Schedule 6 (Registration Rights).

5.6Qualifying IPO undertaking

Each of the Issuer, the Company and the Founder shall use their reasonable endeavours to consummate a Qualifying IPO of the Company before 31 December 2010.

6.RIGHTS OF FIRST OFFER AND CO-SALE RIGHTS

6.1Right of first offer on new issue

6.1.1Subject to Clause 7.3.1, the Issuer will not, and the Issuer shall procure that none of the Company Entities will, allot, issue or grant any right to subscribe for share capital, or to convert securities into new share capital, of any Company Entity (except for any issuance of shares by a Company Entity (other than the Company) solely in favour of another Company Entity) unless each Warrant Holder is offered, on the same terms (as nearly as practicable and except that where such terms require shares or securities to be allotted as fully paid up otherwise than in cash, (other than, for the avoidance of doubt, any allotment of shares by way of bonus issue) each Warrant Holder shall be entitled to subscribe in cash for the equivalent value (being the value certified by the Approved Audit Firm for each share

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or security to which it is so entitled)), a pro-rata participation in such allotment, issue or grant (calculated on the assumption that each of the Transaction Warrant Holders had exercised its respective outstanding Transaction Entitlements in full on the day immediately preceding the date of such allotment, issue or grant) in the same proportion of the total allotment, issue or grant as such Warrant Holder’s shareholding in the Company (calculated on the assumption that each Transaction Warrant Holder had exercised its outstanding Transaction Entitlements in full on the day immediately preceding the date of such allotment, issue or grant) bears to the entire issued share capital of the Company (calculated as if all Transaction Warrants had been exercised in full) immediately prior to such allotment, issue or grant;

6.1.2if requested by the Warrant Holders (acting by Written Consent), the Issuer shall ensure that an opinion be provided to the Warrant Holders (the “Opinion”) by an Approved Audit Firm, stating that the proposed issue or grant is being made at or above Market Value. In the event that the Approved Audit Firm is unable to provide such an opinion, and if requested by the Warrant Holders, an appropriate adjustment shall be made to the Warrant Holders’ rights so that, after such adjustment, the total number of Warrant Shares in respect of which the Purchase Rights will then be, or be capable of being, exercised will carry:

(a)as nearly as possible (and in any event not less than) the same proportion (expressed as a percentage of the total number of votes exercisable on a poll in respect of all the Equity Shares) of the votes; and

(b)the same entitlement to participate (expressed as a percentage of the total entitled conferred by all the Equity Shares) in the profits and assets of the Company; and

(c)the same entitlement to receive value (expressed as a percentage of the total entitlement conferred by all the Equity Shares) on the occurrence of a Qualifying IPO or an Exit Event or other Exercise Date,

as the total number of Warrant Shares which could have been purchased pursuant to the Purchase Rights conferred by the Warrants then outstanding would have had, had the proposed allotment, issue or grant occurred at Market Value; and

6.1.3if the Company or another Company Entity proposes to make an allotment, issue or grant of the type referred to in this Clause 6.1, the Issuer shall, or it shall procure that the relevant other Company Entity shall, provide such information as the Warrant Holders may reasonably require in connection

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with such proposal at least twenty (20) Business Days before the date of the proposed allotment, issue or grant,

provided that, nothing in this Clause 6.1shall oblige a Warrant Holder to participate in any offer or invitation of the type referred to in it.

6.2Right of first offer on transfer

6.2.1Prior to a Qualifying IPO, in the event that Issuer proposes to transfer (which includes any sale, assignment, disposition, or entering into of any voting trust or other contract, option or other arrangement or understanding with respect thereto, whether direct or indirect, and whether voluntary or involuntary) (“Transfer” (and expressions such as “Transferee” and “Transferred” shall be construed accordingly)) any Shares to any Person (excluding (a) any Transfer of Shares to Warrant Holders in accordance with Clause 4 (Purchase Rights and Mechanics of Exercise) or to Transaction Warrant Holders pursuant to and in accordance with the terms of the Transaction Warrant Instruments or to Other Warrant Holders pursuant to and in accordance with the terms of the Other Warrant Instruments and (b) the issuance of any Transaction Warrants pursuant to any other Transaction Warrant Instruments and/or the issuance of any Other Warrants pursuant to any Other Warrant Instruments), the Issuer shall (without prejudice to its obligations under Clauses 7.1.2 and 7.3.2) first offer such Shares to each Warrant Holder (the “ROFO Holders”) in the amounts specified in Clause 6.2.2.  The Issuer shall send (with a copy to the Administration Agent) a written notice (“Transfer Notice”) to the Company and each ROFO Holder stating (i) the number of Shares proposed to be so Transferred (“Offered Shares”); (ii) the proposed purchase price per Share (“Offered Price”) in US$ in respect of such Transfer; (iii) the terms and conditions of such Transfer, which must not include any material conditions to completion other than requisite regulatory approvals and filings; (iv) the expected date of consummation of the proposed Transfer; (v) the total number of Ordinary Shares that the Issuer owns, (vi) the maximum ROFO Shares that such ROFO Holder is entitled to purchase or otherwise acquire, including particulars of such calculation; (vii) an undertaking that the proposed Transferee will be informed of the co-sale rights provided for in Clause 6.3 (Co-sale right); and (viii) a representation that no consideration, tangible or intangible, is being provided to the Issuer that is not reflected in the price to be paid to the ROFO Holders exercising their co-sale rights provided in Clause 6.3 (Co-sale right).

6.2.2Such Transfer Notice shall constitute a first offer (“ROFO Offer”) by the Issuer to each ROFO Holder for such ROFO Holder to acquire from the Issuer a proportion of the Offered Shares.  Each ROFO Holder may elect to purchase or otherwise acquire, in accordance with Clause 6.2.3, up to such

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number of Offered Shares equal to the total number of Offered Shares multiplied by a fraction, the numerator of which is such ROFO Holder’s then outstanding Entitlement and the denominator of which is the aggregate of the then outstanding Transaction Entitlements of all Transaction Warrant Holders (the number of Offered Shares that is the product of such equation, the “ROFO Shares” in respect of such ROFO Holder) at a purchase price equal to the Offered Price and upon the terms and conditions specified in the Transfer Notice.  A ROFO Holder may nominate such other person as it may direct to take up its ROFO Shares.

6.2.3Each ROFO Holder may accept the ROFO Offer (in whole or in part) in respect of any Transfer by giving a written notice (“ROFO Response”) to the Issuer (with a copy to the Administration Agent) within 30 days from the date of the Transfer Notice (“ROFO Period”).  The Issuer shall be obliged to sell such ROFO Shares to such ROFO Holder (or its nominee) to the extent that such ROFO Holder has so accepted such ROFO Offer.

6.2.4The failure of a ROFO Holder to deliver a ROFO Response within the ROFO Period in respect of a Transfer is deemed to be a waiver of such ROFO Holder’s rights to purchase the ROFO Shares under this Clause 6.2 (Right of first offer on transfer) in respect of such Transfer.  For the avoidance of doubt, each ROFO Holder shall have an independent right to accept the ROFO Offer in respect of any Transfer in accordance with this Clause 6.2 (Right of first offer on transfer). The acceptance or non-acceptance of any ROFO Offer by any ROFO Holder in respect of any Transfer shall not affect (i) the right of any other ROFO Holder to accept or refuse to accept such ROFO Offer and/or (ii) the right of any ROFO Holder (including without limitation such first-mentioned ROFO Holder) to accept or refuse to accept any ROFO Offer in respect of any other Transfer.

6.2.5Subject to Clause 6.3 (Co-Sale right), if not all Offered Shares referred to in the Transfer Notice are elected to be purchased or acquired pursuant to Clause 6.2.3 or Clause 6.2.4, the Issuer may, during the 90 days following the expiration of the ROFO Period, enter into an agreement with a third party (the “Offeree”) to sell such Offered Shares not elected to be purchased or acquired by the ROFO Holders pursuant to Clause 6.2.3 or Clause 6.2.4 to such Offeree at a price not less than, and upon the terms no more favourable to such Offeree than, that specified in the Transfer Notice (in each case without prejudice to its obligations under Clauses 7.1.2 and 7.3.2).  If the Issuer does not enter into an agreement for the sale of the Offered Shares within such period, or if such sale is not consummated within three months from the date of that agreement, the right provided under Clause 6.2 (Right of first offer on transfer) shall be deemed to be revived and such Offered Shares shall not be offered or otherwise made

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subject to any Transfer until and unless first reoffered to the ROFO Holders in accordance with this Clause 6.2 (Right of first offer on transfer).

6.3Co-sale right

6.3.1If a ROFO Holder fails to or elects not to accept the ROFO Offer pursuant to Clause 6.2 (Right of first offer on transfer) in respect of any Transfer, such ROFO Holder shall be entitled to participate in such Transfer by the Issuer and Transfer all or a part of its Warrants (such Warrants to be so Transferred being “Co-Sale Securities”), simultaneously with the Issuer to the Offeree on equivalent terms and conditions as the Issuer is Transferring its Shares under the Transfer to which such ROFO Offer relates, provided that the aggregate Entitlements of such Co-Sale Securities of such ROFO Holder to be so Transferred shall be an amount equal to the total number of Offered Shares that the Issuer wishes to so Transfer in accordance with Clause 6.2.1 (expressed as a percentage of the Fully Diluted Share Capital), multiplied by the amount (expressed as a decimal) equal to the total Entitlement that such ROFO Holder wishes to so Transfer in accordance with this Clause 6.3 divided by the aggregate of (x) the aggregate Transaction Entitlements that any and all Transaction Warrant Holders wish to so Transfer in accordance with this Clause 6.3 (and/or equivalent provisions in other Transaction Warrant Instruments) plus (y) such Offered Shares that the Issuer wishes to so Transfer in accordance with Clause 6.2.1 (expressed as a percentage of the Fully Diluted Share Capital) by providing a written notice (“Co-Sale Notice”) to the Issuer (with a copy to the Administration Agent) no later than 30 days from the date of receipt of the relevant Transfer Notice (such notice specifying that the total Entitlement that such ROFO Holder wishes to so Transfer in accordance with Clause 6.3).  The Issuer shall, or shall procure that the Calculation Agent shall, promptly (and in any event within 5 Business Days) after the expiry of 30 days from the date of such Transfer Notice, notify each Warrant Holder of the number of Co-Sale Securities of such Warrant Holder (including particulars of the calculation thereof).

6.3.2Where any one or more ROFO Holder(s) exercises its right under this Clause 6.3 (Co-Sale right), the Issuer shall procure that Offeree purchases all the Co-Sale Securities specified in each such Co-Sale Notice from each such ROFO Holder in accordance with Clause 6.3.1.  If the Offeree declines to purchase all of the Offered Shares and such Co-Sale Securities (in respect of any and all of the ROFO Holders that exercise their rights under this Clause 6.3 (Co-Sale right)), the number of Offered Shares to be Transferred by the Issuer shall be reduced accordingly by up to the aggregate number of Warrant Shares represented by the Entitlement relating to such Co-Sale Securities to be Transferred by any and all ROFO Holders, and in any case so that the Offeree shall purchase all of the Co-Sale

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Securities of any and all ROFO Holders that exercise their rights under this Clause 6.3 (Co-Sale right).

6.3.3The failure of a ROFO Holder to deliver a Co-Sale Notice within the period referred to in Clause 6.3.2 is deemed to be a waiver of the ROFO Holder’s rights to co-sell its Co-Sale Securities under this Clause 6.3 (Co-Sale right) in respect of such Transfer.  For the avoidance of doubt, each ROFO Holder shall have an independent right to exercise its rights (in whole or in part) under this Clause 6.3 (Co-Sale right) in respect of any Transfer.  The exercise or non-exercise of any such rights by any ROFO Holder in respect of any Transfer shall not affect (i) the right of any other ROFO Holder to exercise or refrain from exercising its rights under this Clause 6.3 (Co-Sale right) in respect of such Transfer and/or (ii) the right of any ROFO Holder (including without limitation such first-mentioned ROFO Holder) to exercise or refrain from exercising its rights under this Clause 6.3 (Co-Sale right) in respect of any other Transfer.

6.3.4If the Offeree fails to purchase all Co-Sale Securities from all the ROFO Holders that elect to exercise their rights under this Clause 6.3 (Co-Sale right) in respect of any Transfer (as specified in the respective Co-Sale Notices of such ROFO Holders), then the Issuer must not complete such Transfer, and the Company shall not register such Transfer.

6.3.5The Issuer shall not be liable to any Warrant Holder who has exercised its co-sale rights under this Clause 6.3 (Co-Sale right) in the event that the proposed Transfer by the Issuer does not consummate for any reason, unless the non-consummation of the Transfer is due to the default of the Issuer, and provided that the Issuer complies with its obligations under Clause 6.3.4 and other provisions of this Instrument.

7.UNDERTAKINGS

7.1Undertakings by the Issuer

The Issuer undertakes that during the period from the date of this Instrument and whilst any Warrants are outstanding (except with the prior sanction of a Written Consent):

7.1.1it shall ensure that the aggregate Warrant Shares held or to be held by the Warrant Holders on an as-exercised basis in full represent the Total Entitlement of the Fully Diluted Share Capital;

7.1.2it shall at all times maintain legal and beneficial ownership of sufficient number of Shares free from Encumbrances (other than the Share Pledge) in order to satisfy the exercise of all outstanding Warrants and other Transaction Warrants in full;

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7.1.3it shall ensure that at all times the Shares subject to valid and effective security under the Share Pledge are not less than the higher of (a) the aggregate maximum number of Shares that may be required to satisfy the exercise of all outstanding Warrants and other Transaction Warrants in full and (b) such number of Shares as shall be equal to 30% of the Fully Diluted Share Capital from time to time (such higher number of Shares being the “Required Shares”);

7.1.4it will not exercise its voting rights to approve any modification of the rights attached to any shares or securities of the Company (including the creation or issue of any shares or securities with preferential rights, or any other class of shares or securities) which may have an adverse effect on the rights of the Warrant Holders or the value of the Warrants or of the Warrant Shares;

7.1.5it will not take any action for the purpose of avoiding or seeking to avoid the performance of any of the terms to be observed or performed by it or any Obligor under this Instrument, the Warrant Agency Agreement, any Warrant Certificate or under the Facility Agreement;

7.1.6it will comply with all applicable regulatory requirements in respect of the issue of the Warrants and the continuing validity of the Warrants thereafter until the Warrants are exercised or lapsed or this Instrument is terminated in accordance with the terms and conditions of this Instrument;

7.1.7it will procure that the Company observes and complies with its obligations under this Instrument;

7.1.8it will comply with its obligations, and will use all reasonable endeavours to procure that the Calculation Agent and the Administration Agent comply with their respective obligations, under this Instrument, the Warrant Agency Agreement and each Warrant Certificate, and notify the Warrant Holders immediately it becomes aware of any material breach of such obligations; and (in the event that an Agent fails to comply with any of its obligations under, or perform any action expressed to be required to be performed by such Agent under, this Instrument, the Warrant Agency Agreement or any Warrant Certificate, the Issuer shall perform such obligations and such action itself);

7.1.9it shall not:

(a)incur any liabilities except for:

(i)indebtedness owing to Wise Worldwide Limited pursuant to the Intercompany Loan Agreement (in the form subsisting as at the date of this Instrument) provided that (x) the principal amount of such indebtedness is not increased after the date of this

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Instrument and (y) such indebtedness shall have been subordinated to the indebtedness of the Obligors under the Transaction Documents pursuant to a Subordination Deed between the Issuer, Wise Worldwide Limited and the Security Agent;

(ii)liabilities that arise in the ordinary course of acting as a holding company of the Company; and/or

(iii)liabilities under the Transaction Warrant Instruments, the Other Warrant Instruments and the Security Documents to which it is a party;

(b)create or permit to subsist any Security, Quasi-Security or other Encumbrance over any of the Required Shares or any interest therein (except for any Security created under or evidenced by any Security Document); or

(c)enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any of the Required Shares or any interest therein (except for any disposal constituted by the creation of any Security under any Security Document and/or any transfer of Required Shares to the Transaction Warrant Holders in accordance with the terms of the Transaction Warrants).

7.2Undertakings by the Company

The Company undertakes that during the period from the date of this Instrument and whilst any Warrants are outstanding (except with the prior sanction of a Written Consent):

7.2.1it will not, and it will procure that no Covered Entity will, carry out any Exit Event;

7.2.2it will not conclude terms for any initial offering of shares or securities of the Company and will not undertake any initial offering of shares or securities of the Company except for a Qualifying IPO which involves a quotation for all the Warrant Shares (or any shares into which they and/or Warrants may convert in connection with the Qualifying IPO) on terms which are no less favourable than those applicable to the other issued shares and the shares to be issued upon the Qualifying IPO (including being listed on the principal securities exchanges and markets within the United States, if any, on which other issued shares and the shares to be issued upon the Qualifying IPO are then listed). To the extent that the Ordinary Shares are not listed on a national securities exchange within the United States or there is no exemption from state “blue sky” securities laws for the issuance of the

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Warrant Shares, the Company will take all commercially reasonable actions which may be necessary so that the Warrant Shares are registered in all states of the United States in which the holders of the Warrants reside;

7.2.3it will not conclude terms for a Qualifying IPO and will not undertake a Qualifying IPO pursuant to which lock-up or similar restrictions are imposed on any of the Shares (including without limitation any Warrant Shares) unless: (i) such lock-up is required (and provided to the extent required) by the Stock Exchange in respect of such Qualifying IPO), and the Issuer is permitted to transfer all of the Warrant Shares to the Warrant Holders upon the occurrence of such Qualifying IPO, or (ii) in any other case it obtains a Written Consent amending the terms of this Instrument;

7.2.4it shall ensure that any initial public offering or secondary offering that is primarily based on the assets or business of the Group or any part thereof shall be made by the Company by way of a Qualifying IPO; and

7.2.5it will not take any action for the purpose of avoiding or seeking to avoid the performance of any of the terms to be observed or performed by it under this Instrument, the Warrant Agency Agreement, any Warrant Certificate or under the Facility Agreement.

7.3Undertakings by the Warrant Guarantors

Each of the Warrant Guarantors undertakes that during the period from the date of this Instrument and whilst any Warrants are outstanding (except with the prior sanction of a Written Consent):

7.3.1it shall not, and shall ensure that no member of the Group shall, issue any shares or other Equity Interests, except for:

(a)any issuance of shares or Equity Interests in the Company in favour of the Issuer;

(b)any issuance of shares or Equity Interests in any Company Entity (other than the Company) in favour of another Company Entity,

and provided that, for the avoidance of doubt, if such Written Consent is obtained, Clause 6.1 (Right of first offer on new issue) shall continue to apply.

7.3.2it shall not, and shall ensure that no member of the Group shall, sell, transfer, convey or otherwise dispose of, or create any Encumbrance over;

(a)any shares or Equity Interests in any member of the Group, except for:

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(i)the creation of Transaction Security over such shares or Equity Interests under the Security Documents; and

(ii)any transfer of any shares or Equity Interests in any Company Entity (other than the Company) to another Company Entity,

and provided that, for the avoidance of doubt, if such Written Consent is obtained, Clause 6.2 (Right of first offer on transfer) and Clause 6.3 (Co-sale right) shall continue to apply.

(b)any of its material assets, except for:

(i)the creation of Transaction Security over such assets under the Security Documents;

(ii)any transfer of any assets of any Company Entity in favour of another Company Entity; and

(iii)any disposal of assets in the ordinary course of trading and on arm’s length terms;

7.3.3it shall not, and shall ensure that no member of the Group shall, make, declare or pay any Distribution, except:

(a)any Distribution by a member of the Group (other than the Company) in favour of a Company Entity; or

(b)Distributions by the Company in favour of its shareholders provided that the aggregate of any and all such Distributions made, paid and/or declared during any financial year of the Company does not exceed (or the equivalent thereof in the applicable currency does not exceed):

(i)(in the case of the financial year of the Company ending in 2010 or 2011) 10% of the shareholders’ equity of the Borrower (as determined in accordance with the Accounting Principles) as at the end of the immediately preceding financial year of the Company; or

(ii)(in the case of any financial year of the Company ending in or after 2012) 15% of the shareholders’ equity of the Borrower (as determined in accordance with the Accounting Principles) as at the end of the immediately preceding financial year of the Company;

7.3.4it shall ensure that each financial year of each member of the Group shall end on 30 September; and

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7.3.5it shall ensure that each member of the Group (other than the Company) shall be wholly-owned directly or indirectly by one or more Company Entities.

7.4Undertaking by the Founder

The Founder undertakes that during the period from the date of this Instrument and whilst any Warrants are outstanding it shall procure that the Issuer complies with the obligations expressed to be assumed by it under this Instrument, the Warrant Agency Agreement and the Warrant Certificates.

8.WINDING UP OF THE ISSUER OR THE COMPANY

8.1Rights of Warrant Holders upon winding up of the Issuer or the Company

If at any time while any Warrants are outstanding an order is made or an effective resolution is passed for the winding up or dissolution of the Issuer or the Company or if any other dissolution of the Issuer or the Company by operation of law is to be effected, the Issuer shall as soon as reasonably practicable send to the Warrant Holders a written notice (with a copy to the Administration Agent) stating that such an order has been made or resolution has been passed or other dissolution is to be effected.  A Warrant Holder may at any time within three months after the date of such notice elect, by written notice (with a copy to the Administration Agent) to the Issuer and subject to Applicable Laws, to be treated as if it had, immediately before the date of the making of the order or passing of the resolution or other dissolution, exercised its rights (and as if such rights were exercisable in accordance with the terms of this Instrument) to purchase (without charge) the Warrant Shares from the Issuer in preference and prior to any other party subject to the Applicable Laws.

8.2Warrants lapse upon dissolution

Subject to compliance by the Issuer with Clause 8.1 (Rights of Warrant Holders upon winding up of the Issuer or the Company), the Warrants held by a Warrant Holder shall lapse on a dissolution or winding up of the Issuer.

8.3No obligation

For the avoidance of doubt, the Warrant Holders shall not have any obligation to make any actual payment to the Issuer or the Company in connection with a dissolution or winding up of the Issuer or the Company.

9.TRANSFER OF WARRANTS AND LEGENDS

9.1Subject to compliance with the Applicable Laws, the Warrants and all rights thereunder are transferable in accordance with the provisions of Schedule 5 (Register, Transfers and Notices) without charge to the relevant Warrant Holder.

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9.2Each Warrant Certificate issued hereunder shall bear a legend in substantially the following form

“THIS WARRANT AND THE SHARES ACQUIRABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, THIS WARRANT MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCES. THIS WARRANT IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE WARRANT INSTRUMENT DATED AS OF [   ] AND THE WARRANT AGENCY AGREEMENT DATED AS OF [   ], COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE ADMINISTRATION AGENT OR ANY SUCCESSOR THERETO.  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT THE HOLDER IS A PERSON OUTSIDE THE UNITED STATES PURCHASING WARRANTS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS WARRANT OR THE SHARES ACQUIRABLE UPON EXERCISE OF THIS WARRANT EXCEPT (A) TO PREMIUM SINO FINANCE LIMITED (THE “ISSUER”) OR ITS AFFILIATES; (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE); (E) PURSUANT TO ANY AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT (PROVIDED THAT AS A CONDITION TO THE REGISTRATION OF TRANSFER OF ANY WARRANTS OTHERWISE THAN AS DESCRIBED HEREIN, THE ISSUER OR THE ADMINISTRATION AGENT MAY, IN CIRCUMSTANCES THAT ANY OF THEM DEEMS APPROPRIATE, REQUIRE EVIDENCE AS TO COMPLIANCE WITH ANY SUCH EXEMPTION); OR (F) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF THE REGULATION S UNDER THE SECURITIES ACT; AND (3) AGREES THAT IT WILL DELIVER TO EACH

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PERSON TO WHOM THIS WARRANT IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.”

When the Warrants and/or Warrant Shares (a) shall have been effectively registered under the Securities Act and applicable securities laws, or (b) are no longer subject to any restrictions upon transfer under the Securities Act, the Issuer shall, upon the written request of the relevant Warrant Holder, issue to such Warrant Holder in exchange for such Warrant Holder’s existing Warrant Certificate a new Warrant Certificate evidencing such Warrant(s) (represented by such existing Warrant Certificate) without a legend setting forth the relevant transfer restriction, as the case may be.

10.AGENTS AND ARRANGER

10.1Administration Agent

The Issuer shall, in accordance with the terms of the Warrant Agency Agreement, appoint and authorise, the Administration Agent to act as administration agent in respect of the Warrants and exercise the rights, powers, authorities and discretions specifically given to the Administration Agent under this Instrument and/or the Warrant Agency Agreement, including without limitation maintaining the Register in accordance with Schedule 5 (Register, Transfers and Notices) and the other provisions of this Instrument and the Warrant Agency Agreement.

10.2Calculation Agent

The Issuer shall, in accordance with the terms of the Warrant Agency Agreement, appoint and authorise, the Calculation Agent to act as calculation agent in respect of the Warrants and exercise the rights, powers, authorities and discretions specifically given to the Calculation Agent under this Instrument and/or the Warrant Agency Agreement.

10.3Maintenance of Agents

The Issuer must maintain, in accordance with the terms of the Warrant Agency Agreement, an Administration Agent and a Calculation Agent at all times during the term of this Instrument with effect no later than the date of the first Utilisation Request under the Facility Agreement. The Issuer must ensure that (a) the same Person acts as administration agent under all Transaction Warrant Instruments at all times during the term of this Instrument and (b) the same Person acts as calculation agent under all Transaction Warrant Instruments at all times during the term of this Instrument.

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10.4Protection of Agents

Any protection afforded to any Agent (including without limitation any exclusion of liability) pursuant to the provisions of the Warrant Agency Agreement shall be binding on all of the Issuer, the Company, each other Warrant Guarantor, the Founder, the Warrant Holders and the Beneficial Holders.

10.5Role of the Arranger

The Arranger has no obligations of any kind to any of the Issuer, the Company, any other Warrant Guarantor, the Founder, any Warrant Holder, any Beneficial Holder under or in connection with this Instrument, any other Transaction Warrant Instrument, or any other Transaction Document.

10.6Protection of Arranger

Any protection afforded to the Arranger (including without limitation any exclusion of liability) pursuant to the provisions of this Instrument shall be binding on all of the Issuer, the Company, each other Warrant Guarantor, the Founder, the Warrant Holders and the Beneficial Holders.

11.VARIATION OF RIGHTS AND VOTES

11.1Modification

11.1.1Subject to Clauses 5.3 (Stock Exchanges) and Clauses 11.1.2 to 11.1.4, any of the rights for the time being attached to the Warrants may from time to time (whether or not the Issuer or the Company is being wound up) be altered, abrogated or waived with the sanction of a Written Consent and shall be effected by an instrument by way of deed poll executed by the Issuer, the Founder, and (at all times prior to a Qualifying IPO) the Warrant Guarantors and (in each case) expressed to be supplemental to this Instrument (but without any need for such instrument to be executed by any Initial Beneficial Holder, any Warrant Holder or any other Beneficial Holder).

11.1.2Any proposed amendment, modification, alteration or waiver to the terms of the Warrants or the provisions of this Instrument in respect of or relating to the Stated Per Cent, any Entitlement, or the definition of “Transaction Entitlement”, “Transaction Warrant”, “Transaction Warrant Holder”, “Transaction Warrant Instrument” or “Total Transaction Entitlement”, or any amendment to the terms of Clause 4.3.5 or this Clause 11, or any other provision of this Instrument which expressly contemplates a Unanimous Written Consent, shall not be effective unless such amendment, modification, alteration or waiver is consented to by a Unanimous Written Consent and any such amendment, modification, alteration or waiver shall be effected by an instrument by way of deed poll executed by the Issuer, the

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Founder, and (at all times prior to a Qualifying IPO) the Warrant Guarantors and (in each case) expressed to be supplemental to this Instrument (but without any need for such instrument to be executed by any Initial Beneficial Holder, any Warrant Holder or any other Beneficial Holder).

11.1.3Any amendment, modification, alteration or waiver which relates to or has the effect of changing Clause 2.1 (Issue of Warrants) or the definition of “Arranger” or any provision conferring any right or protection on the Arranger, may not be effected with the prior written consent of the Arranger.

11.1.4At all times during the period from the date of this Instrument to the time when the Global Warrant Certificate has been issued in accordance with Clause 2.1.1(b), for the purposes of any Written Consent, Unanimous Written Consent or Transaction Written Consent, each Person set out in Schedule 1 (Initial Beneficial Holders and Initial Warrants held) shall be deemed to be a Warrant Holder with outstanding Warrants carrying an Entitlement set out opposite the name of such Person in Schedule 1 (Initial Beneficial Holders and Initial Warrants held).

11.2Endorsement

A memorandum of every such supplemental deed as is referred to in Clause 11.1 (Modification) shall be endorsed on the Warrant Certificates and notice of such alteration, abrogation, waiver or modification shall be given to the Warrant Holders, the Issuer, the Founder, the Administration Agent, the Calculation Agent, and the Arranger within five Business Days of it occurring.

11.3Termination

11.3.1This Instrument shall terminate and shall cease to have effect at the earlier of (a) when all the rights of the Warrant Holders under this Instrument have lapsed or have been exercised in accordance with its terms and (b) when all Warrant Holders, the Issuer and the Company agree in writing that this Instrument shall terminate and cease to have any effect. For the avoidance of doubt, this Instrument shall continue to have full force and effect and the Warrants (including the Purchase Rights) shall continue to be capable of being exercised (unless they have otherwise lapsed in accordance with the terms of this Instrument) notwithstanding (i) all obligations under the Facility Agreement have been irrevocably discharged in full, (ii) all amounts which may be or become payable by any or all of the Obligors under or in connection with the Transaction Documents have been irrevocably paid in full including, without limitation, any mandatory prepayment, voluntary prepayment, exercise of any put option thereunder and (iii) no Lender is under any further obligation (whether actual or contingent) to provide any

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further advance or financial accommodation to any Obligor under any Finance Document.

11.3.2Notwithstanding Clause 11.3.1, Clauses 6.1 (Right of first offer on new issue), 6.2 (Right of first offer on transfer), 6.3 (Co-sale right), 7.2 (Undertakings by the Company), 7.3 (Undertakings by the Warrant Guarantors) and 12.6 (Information Rights of the Warrant Holders) shall cease to apply upon and after a Qualifying IPO.

11.4Votes and written resolutions

11.4.1All decisions by the Warrant Holders pursuant to this Instrument shall be taken either by way of Written Consent or a Unanimous Written Consent or a Transaction Written Consent (as the case requires).

11.4.2In voting by the Warrant Holders on any proposed Written Consent, each Warrant Holder (in its capacity as such) is entitled to such proportion of votes represented by its Entitlement borne to the Total Entitlement. A Warrant Holder need not use its entire proportion of votes or cast all its proportion of votes it uses in the same way.

11.4.3In voting by the Transaction Warrant Holders on any proposed Transaction Written Consent, each Warrant Holder (in its capacity as such, but without prejudice to its entitlement as Transaction Warrant Holder under any other Transaction Warrant Instrument) is entitled to such proportion of votes represented by its Entitlement borne to the aggregate Transaction Entitlement of the Transaction Warrant Holders. A Warrant Holder need not use its entire proportion of votes or cast all its proportion of votes it uses in the same way.

11.4.4A Written Consent or a Unanimous Written Consent or a Transaction Written Consent signed by the requisite number of Warrant Holders or Transaction Warrant Holders (as the case requires) may be contained in one document or in several documents in like form each signed by one or more of the relevant Warrant Holders or Transaction Warrant Holders (as the case requires) and the date of the resolution will be when the resolution is signed by or on behalf of the last relevant Transaction Warrant Holder.

11.4.5If any Relevant Party or any Transaction Warrant Holder requests the Administration Agent to put any matter or proposal (including without limitation any proposal for amendment, modification, alteration or waiver of any term of this Instrument) to the Warrant Holders or the Transaction Warrant Holders for voting, the Issuer shall ensure that Administration Agent shall:

(a)promptly notify the Warrant Holders or (as the case may be) the Transaction Warrant Holders of such matter or proposal in accordance

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with the terms of this Instrument (in the case of notification to the Warrant Holders) and other applicable Transaction Warrant Instruments (in the case of notification to other Transaction Warrant Holders);

(b)notify the Issuer and the Warrant Holders of the results of voting on such matter or proposal including whether the applicable Written Consent, Transaction Written Consent or Unanimous Written Consent has been attained in respect of such matter or proposal; and

(c)shall, at the request of the Issuer or any Warrant Issuer, keep the Issuer or such Warrant Issuer informed as the progress of attaining the applicable Written Consent, Transaction Written Consent or Unanimous Written Consent in respect of such matter or proposal.

12.WARRANTIES AND UNDERTAKINGS

12.1Warranties in respect of the Issuer, the Warrant Guarantors and the Founder

Each of the Issuer, the Company, the other Warrant Guarantors and the Founder, in respect of itself, represents and warrants to the Warrant Holders and the Beneficial Holders on the date of this Instrument and on the Initial Utilisation Date, each other Utilisation Date, the date on which the Warrant Agency Agreement is executed, the date on which any Warrant Certificate is issued and on each day on which any Accession Undertaking is delivered that:

12.1.1in the case of the Issuer, the Company and each other Warrant Guarantor, it is a company duly organised, validly existing and in good standing under the laws of its jurisdiction of incorporation;

12.1.2in the case of the Issuer, the Company and each other Warrant Guarantor, it has all requisite power, right and authority and has taken all necessary action to authorise its entry into, and has obtained all necessary consents and waivers, to execute, deliver, exercise its rights and perform its obligations under, this Instrument, the Warrant Agency Agreement, each Warrant Certificate and any Accession Undertaking to which it is a party and to consummate the transactions contemplated hereby and thereby;

12.1.3no approvals are required under any Applicable Laws in relation to the transactions contemplated by this Instrument, the Warrant Agency Agreement, any Warrant Certificate and/or any Accession Undertaking to which it is a party;

12.1.4his or its obligations under this Instrument, the Warrant Agency Agreement, any Warrant Certificate and any Accession Undertaking to which he or it is a party constitute valid, legal and binding obligations and are enforceable in accordance with its terms;

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12.1.5the execution and delivery of, and the performance by him or it of his or its obligations under this Instrument, the Warrant Agency Agreement, any Warrant Certificate and/or and any Accession Undertaking to which he or it is a party will not result in:

(a)in the case of the Issuer, the Company or any other Warrant Guarantor, a breach of any provision of its memorandum or articles of association or by-laws or equivalent constitutional documents;

(b)a breach of, or constitute a default under, or conflict with any agreement or any instrument to which he or it is a party or by which he or it is bound;

(c)a breach of any order, judgment or decree of any court or governmental agency to which he or it is subject or by which he or it is bound or submits;

(d)a breach of any Applicable Laws; or

(e)his or its losing the benefit of any material permit, asset, license, grant, subsidy, right or privilege which he or it enjoys in any jurisdiction;

12.1.6in the case of the Issuer, the Company and each other Warrant Guarantor, its board of directors has authorised the execution of this Instrument, the Warrant Agency Agreement, any Warrant Certificate and any Accession Undertaking to which it is a party;

12.1.7the Ordinary Shares comprise the entire voting share capital of the Company;

12.1.8as of the Initial Utilisation Date, (i) the entire issued share capital of the Company shall be owned by the Issuer (as to 90%) and Wise Worldwide Limited, a BVI Business Company incorporated under the laws of the British Virgin Islands with company registration number 1515404 (as to 10%) (in the case of the Issuer, free from any Encumbrance) and (ii) the entire issued share capital of the Issuer is owned by the Founder;

12.1.9(as of the date of this Instrument, the Initial Utilisation Date and each other Utilisation Date) there has not occurred any Event of Default and no Event of Default is outstanding or continuing;

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12.1.10as of the Initial Utilisation Date, other than pursuant to this Instrument and/or other Transaction Warrant Instruments, there is no agreement, arrangement or obligation requiring the creation, allotment, issue or grant to a Person of the right (conditional or not) to require the allotment, issue or transfer of any shares in the Company (including without limitation any option or right of conversion); and

12.1.11as of the Initial Utilisation Date, other than pursuant to this Instrument and/or other Transaction Warrant Instruments and the Share Pledge, there is no Encumbrance, and there is no agreement, arrangement or obligation to create or give an Encumbrance, over any unissued share capital of the Company or any of the Required Shares.  No Person has claimed to be entitled to an Encumbrance in relation to any unissued share capital of the Company or any of the Required Shares.  Other than pursuant to this Instrument and/or other Transaction Warrant Instruments, there are no securities convertible into or ultimately exchangeable or exercisable for any share in the Company.

12.2Further warranties in respect of the Issuer

The Issuer further represents and warrants to the Warrant Holders and the Beneficial Holders on the date of this Instrument and on each Utilisation Date that:

12.2.1it has obtained the requisite authority, pursuant to the laws of its jurisdiction of incorporation, to issue the Warrants and transfer the Warrant Shares upon the exercise of the Purchase Rights;

12.2.2it legally and beneficially owns the Warrant Shares free from any Encumbrances (other than the Share Pledge) and the Warrant Shares are credited as fully paid, and rank pari passu in all respects with the existing Ordinary Shares;

12.2.3neither it nor any of its affiliates (as defined in Rule 405 under the Securities Act), nor any person acting on its or their behalf has engaged in any “directed selling efforts” (as defined in Regulation S under the Securities Act) with respect to the Warrants;

12.2.4it is a “foreign issuer” (as such term is defined in Regulation S under the Securities Act) that reasonably believes that there is no substantial U.S. market interest (as defined in Regulation S under the Securities Act) in the Warrants to be offered or sold and the securities of the Company to be purchased upon exercise of the Warrants; and

12.2.5the sale and delivery of the Warrant Shares to the Warrant Holders pursuant to the terms hereof will vest in the Warrant Holders valid legal and beneficial title to the Warrant Shares free and clear of all Encumbrances.

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12.3Upon exercise of the Purchase Rights by a Warrant Holder and immediately before the issue of the Warrant Shares pursuant to such exercise,

12.3.1each of the Issuer, the Company and the Founder is deemed to warrant to that Warrant Holder that each of the warranties in Clauses 12.1 and 12.3; and

12.3.2the Issuer is deemed to warrant to that Warrant Holder that each of the warranties in Clause 12.2,

is true, accurate and not misleading by reference to the facts and circumstances then subsisting.

12.4Warranties in respect of the Warrant Holders

By accepting the Warrants, each Warrant Holder, in respect of itself, represents and warrants to the Issuer as follows:

12.4.1the Warrant Holder is a person outside the United States purchasing the Warrants in an offshore transaction in accordance with Regulation S under the Securities Act; and

12.4.2the Warrant Holder understands and acknowledges that the offer, issue and sale of the Warrants and Warrant Shares have not been registered under the Securities Act or under any other securities laws.

12.5Undertakings of the Warrant Holders

By accepting the Warrants, each Warrant Holder acknowledges, is aware of, and agrees to comply with, the restrictions on transferability of the Warrants and the Warrant Shares set out in this Instrument and/or any applicable Warrant Certificate, including the restriction that the Warrants and the Warrant Shares not be sold, transferred or otherwise disposed of until, as the case may be, (i) in the United States a registration statement under the Securities Act with respect thereto shall have become effective or an exemption from such registration requirements is available or (ii) all applicable securities laws of other relevant jurisdictions shall have been complied with.

12.6Information Rights of the Warrant Holders

The Company shall send, and the Issuer shall procure that the Company sends, to each Warrant Holder:

12.6.1as soon as the same become available, but in any event within 120 days after the end of the relevant financial year of the Borrower or the Company, as the case may be, a copy of the financial statements of the Borrower (prior to a Qualifying IPO) audited by an Approved Audit Firm and prepared in accordance with the Accounting Principles;

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12.6.2as soon as the same become available, but in any event within 45 days after end of each financial quarter of the Borrower or the Company, as the case may be, the unaudited financial statements for the Borrower (prior to a Qualifying IPO) for such financial quarter and prepared in accordance with the Accounting Principles;

12.6.3No later than 10 days prior to the commencement of each successivehalf-yearly period in any financial year of the Borrower or the Company, as the case may be, a consolidated budget and business plan for the next financial half-year of the Borrower (prior to a Qualifying IPO); and

12.6.4such other information regarding the business and financial affairs of the Company and its Subsidiaries as any Warrant Holder may reasonably request (and it shall be reasonable for the purposes of this Clause 12.6.4 for the Warrant Holders to request any information which the holders of Equity Shares are entitled to receive).

13.GUARANTEE

13.1Guarantee and indemnity

Each Warrant Guarantor irrevocably, absolutely and unconditionally (and jointly and severally with each other Warrant Guarantor):

13.1.1guarantees to each Warrant Holder punctual performance by the Issuer of all of the obligations assumed and/or expressed to be assumed by the Issuer under this Instrument, the Warrant Agency Agreement and any Warrant Certificate;

13.1.2undertakes with each Warrant Holder that whenever the Issuer does not pay any amount when due under or in connection with this Instrument, the Warrant Agency Agreement or any Warrant Certificate, such Warrant Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

13.1.3indemnifies each Warrant Holder immediately on demand against any cost, loss or liability suffered by that Warrant Holder if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal.  The amount of the cost, loss or liability shall be equal to the amount which that Warrant Holder would otherwise have been entitled to recover.

13.2Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Issuer under this Instrument, the Warrant Agency Agreement and/or any Warrant Certificate, regardless of any intermediate payment or discharge in whole or in part.

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13.3Reinstatement

If any payment by any Obligor to any Secured Party or any recovery by any Secured Party from any Obligor or any discharge or release given by a Secured Party (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event or for any other reason:

13.3.1the liability of each Obligor party hereto shall continue as if that payment, recovery, discharge, avoidance, reduction or release had not occurred; and

13.3.2each Warrant Holder shall be entitled to recover the value or amount of that payment or recovery, and any security, from each Obligor party hereto, as if that payment, recovery, discharge, avoidance, reduction or release had not occurred.

13.4Waiver of defences

The obligations of the Warrant Guarantors under this Clause 13 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of their obligations under this Clause 13 (without limitation and whether or not known to it or any Warrant Holder) including:

13.4.1any time, waiver or consent granted to, or composition with, any Obligor or any other person;

13.4.2the release of any Obligor or any other person under the terms of any composition or arrangement with any creditor of any Obligor or any other person;

13.4.3the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

13.4.4any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any Obligor or any other person;

13.4.5any amendment (however fundamental) or replacement of a Transaction Document or any other document or security;

13.4.6any unenforceability, illegality or invalidity of any obligation of any person under any of the Transaction Documents or any other document or security;

13.4.7any insolvency or similar proceedings; or

13.4.8any claims or set-off right that any Warrant Guarantor may have.

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13.5Guarantor Intent

Without prejudice to the generality of Clause 13.4 (Waiver of defences), each Warrant Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to this Instrument, the Warrant Agency Agreement and/or any Warrant Certificate and/or any amount from time to time owing under this Instrument, the Warrant Agency Agreement and/or any Warrant Certificate for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

13.6Immediate recourse

Each Warrant Guarantor waives any right it may have of first requiring any Warrant Holder (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from such Warrant Guarantor under this Clause 13.  This waiver applies irrespective of any law or any provision of this Instrument to the contrary.

13.7Appropriations

Until (i) all amounts which may be or become payable by any or all of the Obligors under or in connection with the Transaction Documents have been irrevocably paid in full, (ii) no Secured Party is under any further obligation (whether actual or contingent) to provide any further advance or financial accommodation to any Obligor under any Transaction Document, (iii) no Transaction Warrant is outstanding and (iv) no Treasury Transaction is outstanding under any Hedging Agreement, each Warrant Holder (or any trustee or agent on its behalf) may:

13.7.1refrain from applying or enforcing any other moneys, security or rights held or received by that Warrant Holder (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and none of the Warrant Guarantors shall be entitled to the benefit of the same; and

13.7.2hold in an interest-bearing suspense account any moneys received from any Warrant Guarantor or on account of any Warrant Guarantor’s liability under this Clause 13.

13.8Deferral of Warrant Guarantors’ rights

Until (i) all amounts which may be or become payable by any or all of the Obligors under or in connection with the Transaction Documents have been irrevocably paid

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in full, (ii) no Secured Party is under any further obligation (whether actual or contingent) to provide any further advance or financial accommodation to any Obligor under any Transaction Document, (iii) no Transaction Warrant is outstanding and (iv) no Treasury Transaction is outstanding under any Hedging Agreement, none of the Warrant Guarantors shall (unless the Security Agent otherwise directs pursuant to any Security Document) exercise any rights which it may have by reason of performance by it of its obligations under the Transaction Documents:

13.8.1to be indemnified by any other Obligor;

13.8.2to claim any contribution from any other guarantor of any Obligor’s obligations under any or all of the Transaction Documents; and/or

13.8.3to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Secured Parties under the Transaction Documents or of any other guarantee or security taken pursuant to, or in connection with, the Transaction Documents by any Transaction Party.

13.9Additional security

13.9.1This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Secured Party.

13.9.2Upon any person becoming a member of the Group after the date of this Instrument, then unless such member of the Group is incorporated in the PRC, each of the Issuer and the Warrant Guarantors shall ensure that such person shall promptly become party hereto as an “Additional Warrant Guarantor” in accordance with Clause 13.9.3.

13.9.3A person that becomes a member of the Group after the date of this Instrument may become party hereto as an “Additional Warrant Guarantor” by delivering to the Administration Agent an Accession Undertaking executed by such person and the Issuer.  The Administration Agent shall notify the Issuer and the Warrant Holders of its receipt of any Accession Undertaking.

13.10Release

Upon the occurrence of a Qualifying IPO, the obligations of each Warrant Guarantor under this Clause 13 shall terminate.  Nothing in this Clause 13.10 shall prejudice the obligations of any other Obligor hereunder or the obligations of any Warrant Guarantor under any other provision of this Instrument.

14.REPLACEMENT OF WARRANT CERTIFICATES

If a Warrant Certificate is mutilated, defaced, lost, stolen or destroyed it will be replaced by the Issuer, at the cost of the relevant Warrant Holder, on such terms as

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to evidence and indemnification as the Issuer may reasonably require.  Mutilated or defaced Warrant Certificates in respect of which replacements are being sought must be surrendered to the Administration Agent against issuance of replacement Warrant Certificate(s).

15.CONFIDENTIAL INFORMATION

15.1Confidentiality undertaking

Subject to the other provisions of this Clause 15 (Confidential Information), each of the Warrant Holders shall at all times prior to the Qualifying IPO keep confidential information obtained from the Group relating to the Group (the “Confidential Information”) confidential unless:

15.1.1that information comes into the public domain otherwise than through a breach of that Warrant Holder’s obligations under this Clause 15 (Confidential Information); or

15.1.2such information is required to be disclosed by law, by the rules, regulations or requirements of a securities exchange on which that Warrant Holder’s shares (or a member of that Warrant Holder’s Group’s shares) are listed or traded or by a Government Authority or other regulatory or self-regulatory body or authority with relevant powers to which a Warrant Holder (or a member of that Warrant Holder’s Group) is subject or submits, whether or not the requirement has the force of law.

15.2Permitted disclosure

Notwithstanding Clause 15.1 (Confidentiality undertaking), a Warrant Holder may pass Confidential Information to any of its Affiliates and any other Person:

15.2.1to (or through) whom that Warrant Holder assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Instrument and/or all or any of its Warrants;

15.2.2with (or through) whom that Warrant Holder enters into (or may potentially enter into) any transaction under which payments are to be made by reference to this Instrument;

15.2.3who acquires or is proposing to acquire any interest in, or enters into or is proposing to enter into any merger, amalgamation or other similar arrangement with, that Warrant Holder;

15.2.4who is a professional adviser of such Warrant Holder or its Affiliates;

15.2.5who is an Agent;

15.2.6who is a Warrant Holder or a Secured Party;

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15.2.7who is an employee or officer of any Warrant Holder (where such disclosure is reasonably required for the performance of the duties or functions of such employee or officer); or

15.2.8in any legal proceedings arising out of or in connection with this Instrument, or to the extent otherwise reasonably necessary in connection with any preservation or enforcement of any right or remedy under or in connection with this Instrument,

provided that, in the case of Clauses 15.2.1, 15.2.2, 15.2.3, 15.2.4 or 15.2.5 above, the Person to whom the information is to be given has undertaken in writing that it shall keep such information confidential and that it may only disclose such information to another Person on terms permitted under this Clause 15 (Confidential Information) (as if the first-mentioned Person were a Warrant Holder).

16.TAX GROSS UP

16.1If a deduction or withholding for or on account of Tax from a payment under this Instrument is required by law to be made by the Issuer, the Company, any other Warrant Guarantor or the Founder, the amount of the payment due from the Issuer, the Company, such other Warrant Guarantor or the Founder (as the case may be)  shall be increased to an amount which (after making all Tax deductions and withholdings) leaves an amount equal to the payment which would have been due if no Tax deduction or withholding had been required.

16.2Within 30 days of making a deduction or withholding as described in Clause 16.1, the Issuer, the Company, such other Warrant Guarantor or the Founder (as the case may be) shall deliver to the relevant Warrant Holders an original receipt (or a certified copy thereof) reasonably satisfactory to the relevant Warrant Holders that such deduction or withholding has been made or (as applicable) any appropriate payment has been paid to the relevant Tax authority.

17.NO SET-OFF

All payments to be made by the Issuer, the Company, any other Warrant Guarantor or the Founder under this Instrument shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

18.NOTICES

Any notice to be given for the purposes of this Instrument shall be given in accordance with the provisions of paragraph 3 of Schedule 5 (Register, Transfers and Notices). Any notice to be given to the Issuer, the Company, any other Warrant Guarantor or the Founder shall be given to their respective addresses as shown in the list of parties at the beginning of this Instrument or in Schedule 5 (Register, Transfers and Notices).

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19.PARTIAL INVALIDITY

If, at any time, any provision of this Instrument is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

20.DEFAULT INTEREST

If the Issuer, the Company, any other Warrant Guarantor or the Founder defaults in the payment when due of any sum payable under this Instrument, the Warrant Agency Agreement or any Warrant Certificate (howsoever determined), the Issuer, the Company, such other Warrant Guarantor or the Founder (as the case may) shall pay interest on such sum from the date when such payment is due until the date of actual payment at a rate per annum equal to the default rate of interest determined pursuant to Clause 9.3 (Default interest) of the Facility Agreement (in the form subsisting as at the date of this Instrument) as if such sum were a sum due and payable by the Borrower but unpaid under the Facility Agreement.  Such interest shall accrue from day to day and be payable upon demand.

21.GOVERNING LAW AND JURISDICTION

21.1Governing law

This Instrument and the Warrants are governed by and shall be construed in accordance with Hong Kong law.

21.2Jurisdiction

21.2.1The courts of Hong Kong shall have non-exclusive jurisdiction to settle any dispute arising from or connected with this Instrument or the Warrants including, without limitation, a dispute regarding the existence, validity or termination of this Instrument or the consequences of its nullity (a “Dispute”).

21.2.2The parties agree that the courts of Hong Kong are the most appropriate and convenient forum to settle any Dispute and, accordingly, they will not argue to the contrary.

21.2.3No Warrant Holder shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, the Warrant Holders may take concurrent proceedings in any number of jurisdictions.

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21.3Service of proceedings

Each of the Issuer, the Company, each other Warrant Guarantor and the Founder agrees that the documents which start any proceedings relating to a Dispute (“Proceedings”) and any other documents required to be served in relation to those Proceedings on the Issuer, the Company, each other Warrant Guarantor and the Founder (as the case may be) may be served on International Petroleum Services Corporation Limited of 1/F., Sunning Plaza, 10 Hysan Avenue, Causeway Bay, Hong Kong, on behalf of the Issuer, the Company, each other Warrant Guarantor (that is not incorporated in Hong Kong) and the Founder in accordance with Clause 18 (Notices), and each of the Issuer, the Company, each other Warrant Guarantor (that is not incorporated in Hong Kong) and the Founder irrevocably appoints such Person as its agent to accept service of Proceedings.  These documents may, however, be served in any other manner allowed by law.  This Clause applies to all Proceedings wherever started.

22.EFFECT

This Instrument shall take effect as a deed poll, and shall take effect for the benefit of the Warrant Holders and the Beneficial Holders from time to time, and (in relation to any provision that is expressed for the benefit of or purports to grant any right to the Arranger) the Arranger.

IN WITNESS WHEREOF this Instrument has been executed by the Issuer, the Company, Parentco, Holdco and the Founder as a deed poll and is intended to be and is hereby delivered on the date first above written and has been signed and is delivered by the Initial Beneficial Holders on the date first above written.

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SCHEDULE 1
INITIAL BENEFICIAL HOLDERS AND INITIAL WARRANTS HELD

Name of Initial Beneficial Holders	Notice Address		Number of Warrants	Entitlement
Deutsche Bank AG, Hong Kong Branch	Address:	45/F, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong	100,000	1.0	%
	Fax:  +852 2203 7241
	Attention:	Mabel Law, cc to Rowena Yue & Kari Cheng
	Email:	mabel.law@db.com
		rowena.yue@db.com
		kari.cheng@db.com
Total:			100,000	1.0	%

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SCHEDULE 2
FORM OF GLOBAL WARRANT CERTIFICATE

ISIN: VGG7231T1396

THIS WARRANT AND THE SHARES ACQUIRABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, THIS WARRANT MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCES. THIS WARRANT IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE WARRANT INSTRUMENT DATED AS OF [   ] AND THE WARRANT AGENCY AGREEMENT DATED AS OF [   ], COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE ADMINISTRATION AGENT OR ANY SUCCESSOR THERETO.  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT THE HOLDER IS A PERSON OUTSIDE THE UNITED STATES PURCHASING WARRANTS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS WARRANT OR THE SHARES ACQUIRABLE UPON EXERCISE OF THIS WARRANT EXCEPT (A) TO PREMIUM SINO FINANCE LIMITED (THE “ISSUER”) OR ITS AFFILIATES; (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE); (E) PURSUANT TO ANY AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT (PROVIDED THAT AS A CONDITION TO THE REGISTRATION OF TRANSFER OF ANY WARRANTS OTHERWISE THAN AS DESCRIBED HEREIN, THE ISSUER OR THE ADMINISTRATION AGENT MAY, IN CIRCUMSTANCES THAT ANY OF THEM DEEMS APPROPRIATE, REQUIRE EVIDENCE AS TO COMPLIANCE WITH ANY SUCH EXEMPTION); OR (F) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF THE REGULATION S UNDER THE SECURITIES ACT; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS WARRANT IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

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PREMIUM SINO FINANCE LIMITED

(Incorporated in the British Virgin Islands)
GLOBAL WARRANT CERTIFICATE

1.INTRODUCTION

This Global Warrant Certificate is issued in respect of in aggregate [  ] Tranche D warrants which entitle the holder thereof to purchase (without charge) such number of shares in the capital of Sinotech Energy Limited (the “Company”) representing in aggregate [ ]% of the Fully Diluted Share Capital (the “Warrants”) constituted and issued by Premium Sino Finance Limited (the “Issuer”).  The Warrants are constituted by the Instrument constituting Tranche D warrants to purchase shares in Sinotech Energy Limited dated [   ] (as amended or supplemented from time to time, the “Warrant Instrument”) by, among others, the Issuer, the Company, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng and are the subject of a warrant agency agreement dated [   ] (as amended or supplemented from time to time, the “Warrant Agency Agreement”) and made between the Issuer, Deutsche Bank AG, Hong Kong Branch as administration agent (the “Administration Agent”, which expression includes any successor administration agent appointed from time to time in connection with the Warrants) and Deutsche Bank AG, Hong Kong Branch as calculation agent (the “Calculation Agent”, which expression includes any successor calculation agent appointed from time to time in connection with the Warrants).

2.DEFINITIONS

Words and expressions defined in the Warrant Instrument shall have the same meanings when used in this Global Warrant Certificate.

3.REGISTERED HOLDER

This is to certify that:

[    ]

is the person registered in the warrant register maintained by the Administration Agent in relation to the Warrants (the “Register”) as the duly registered holder (the “Holder”) of:

[  ] ([  ]) WARRANTS

to purchase (without charge) such number of Warrant Shares representing [ ]% of the Fully Diluted Share Capital as may be adjusted from time to time in accordance with the terms and conditions of the Warrant Instrument.

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4.EXCHANGE

4.1After the occurrence of a Direct Rights Event in respect of a Beneficial Holder, and at the written request of such Beneficial Holder (“Direct Rights Notice”), this Global Warrant Certificate will be exchanged, in part, for duly authenticated and completed individual warrant certificates (“Individual Warrant Certificates”) in substantially the form (subject to completion) set out in Schedule 3 (Form of Individual Warrant Certificate) to the Warrant Instrument, such Individual Warrant Certificates to represent in aggregate such number of Warrants (and with such aggregate Entitlements) equal to the aggregate number of Warrants (and, as applicable, the aggregate Entitlements) to which such Beneficial Holder’s Entry relates as at the Determination Date in respect of such Beneficial Holder.

4.2If:

4.2.1Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme, Luxembourg (“Clearstream, Luxembourg”) is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business; or

4.2.2a Direct Rights Event occurs with respect to any Beneficial Holder, and the Beneficial Holders whose Entries (immediately prior to the giving by any Beneficial Holder of any Direct Rights Notice in respect of such Direct Rights Event) in aggregate relate to 50% or more of the Warrants represented by such Global Warrant Certificate (immediately prior to the giving by any Beneficial Holder of any Direct Rights Notice in respect of such Direct Rights Event) give Direct Rights Notices, whether separately or together, to the Administration Agent,

this Global Warrant Certificate will be exchanged, in whole but not in part only, for duly authenticated and completed Individual Warrant Certificates issued in favour of each of the Beneficial Holders, each representing in aggregate such number of Warrants (and with such aggregate Entitlements) equal to the aggregate number of Warrants (and, as applicable, the aggregate Entitlements) to which such Beneficial Holder’s Entry relates as at the Determination Date in respect of such Beneficial Holder.

5.DELIVERY OF INDIVIDUAL WARRANT CERTIFICATES

5.1Whenever this Global Warrant Certificate is to be exchanged in full for Individual Warrant Certificates, such Individual Warrant Certificates shall be issued, to the applicable Beneficial Holders for an aggregate number of Warrants (and with aggregate Entitlements) equal to the aggregate number of Warrants (and with aggregate Entitlements) represented by this Global Warrant Certificate, within five business days of the delivery, by or on behalf of the Holder, Euroclear and/or Clearstream, Luxembourg, to the Administration Agent of such information as is

60

required to complete and deliver such Individual Warrant Certificates (including, without limitation, the names and addresses of the persons in whose names the Individual Warrant Certificates are to be registered and the number of Warrants and Entitlement of each such person to be represented by such Individual Warrant Certificates) against the surrender of this Global Warrant Certificate at the Specified Office of the Administration Agent.

5.2Whenever this Global Warrant Certificate is to be exchanged in part for Individual Warrant Certificates, such Individual Warrant Certificates shall be issued, to each applicable Beneficial Holder for an aggregate number of Warrants (and with aggregate Entitlements) equal to the aggregate number of Warrants (and with aggregate Entitlements) to which such Beneficial Holder’s Entry relates as at the Determination Date in respect of such Beneficial Holder, within five business days of the delivery, by or on behalf of the Holder, Euroclear and/or Clearstream, Luxembourg, to the Administration Agent of such information as is required to complete and deliver such Individual Warrant Certificates (including, without limitation, the names and addresses of the persons in whose names the Individual Warrant Certificates are to be registered and the number of Warrants and Entitlement of each such person to be represented by such Individual Warrant Certificates). The number of Warrants and Entitlements represented by this Global Warrant Certificate shall be written down in accordance with paragraph 6 below by the number of the Warrants (and, as applicable, the Entitlements) represented by the Individual Warrant Certificates so issued.

5.3Such exchange shall be effected in accordance with the provisions of the Warrant Instrument, the Warrant Agency Agreement, and the regulations concerning the transfer and registration of Warrants scheduled thereto or contained therein and, in particular, shall be effected without charge to any Holder, but against such indemnity as the Administration Agent may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such exchange.  In this paragraph 5, “business day” means a day on which commercial banks are open for business (including dealings in foreign currencies) in the city in which the Administration Agent has its Specified Office.

6.WRITING UP OR DOWN

On each occasion on which:

a)Individual Warrant Certificates are delivered in respect of any Warrants represented by this Global Warrant Certificate;

b)Purchase Rights are exercised in respect of any Warrants represented by this Global Warrant Certificate in accordance with Clause 4 (Purchase Rights and Mechanics of Exercise) of the Warrant Instrument; or

61

c)any other adjustment to the Warrants and/or Entitlements represented by this Global Warrant Certificate occurs in accordance with the terms of the Warrant Instrument,

the Issuer shall procure that the changes to the number of Warrants and/or the Entitlements represented by this Global Warrant Certificate (and adjusted number of Warrants and/or the adjusted Entitlements represented by this Global Warrant Certificate) are noted by the Administration Agent in the First Schedule hereto, whereupon the number of Warrants and the Entitlements represented by this Global Warrant Certificate shall for all purposes be as most recently so noted.

7.WARRANT INSTRUMENT APPLIES

Save as otherwise provided herein and until this Global Warrant Certificate has been exchanged in full as provided herein or cancelled in accordance with the Warrant Instrument and/or the Warrant Agency Agreement, the Holder of this Global Warrant Certificate shall have the benefit of, and be subject to, the Warrant Instrument and, for the purposes of this Global Warrant Certificate, any reference in the Warrant Instrument to “Warrant Certificate” or “Warrant Certificates” shall, except where the context otherwise requires, be construed so as to include this Global Warrant Certificate.

8.NOTICES

Notwithstanding Clause 18 (Notices) of the Warrant Instrument, while Warrants are represented by this Global Warrant Certificate and this Global Warrant Certificate is deposited with a common depositary for Euroclear or Clearstream, Luxembourg any notice to Holders of Warrants represented by this Global Warrant Certificate may be given by delivery of the relevant notice to Euroclear or Clearstream, Luxembourg (as applicable) and, in any case, such notice shall be deemed to have been given to the Holders of Warrants represented by this Global Warrant Certificate in accordance with Clause 18 (Notices) of the Warrant Instrument on the date of delivery of such notice to Euroclear or Clearstream, Luxembourg (as applicable).

9.DETERMINATION OF ENTITLEMENT

This Global Warrant Certificate is evidence of Entitlement only and is not a document of title.  Entitlements are determined by the Register.

10.AUTHENTICATION

This Global Warrant Certificate shall not be valid for any purpose until it has been authenticated for and on behalf of Deutsche Bank AG, Hong Kong Branch as Administration Agent.

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11.GOVERNING LAW

This Global Warrant Certificate is governed by, and shall be construed in accordance with, Hong Kong law.

63

AS WITNESS the manual or facsimile signature of a duly authorised person on behalf of the Issuer.

PREMIUM SINO FINANCE LIMITED

By:
	(duly authorised)

ISSUED on [   ] 20[  ]

AUTHENTICATED for and on behalf of

DEUTSCHE BANK AG, HONG KONG BRANCH

as Administration Agent

without recourse, warranty or liability

By:
	(duly authorised)

EACH WARRANT IS TRANSFERABLE PRIOR TO EXERCISE IN FULL OF SUCH WARRANT IN ACCORDANCE WITH THE PROVISIONS OF THE WARRANT INSTRUMENT.

THE WARRANTS HAVE THE BENEFIT OF CERTAIN SECURITY DESCRIBED IN THE SECURITY TRUST DEED, AND SUCH SECURITY IS SUBJECT TO THE TERMS OF THE SECURITY TRUST DEED.

THE WARRANTS (AND THE ENTITLEMENTS ATTRIBUTABLE TO SUCH WARRANTS) SHALL ONLY BECOME EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS (BUT SHALL AUTOMATICALLY BECOME EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS) UPON THE APPLICABLE UTILISATION DATE AS DESCRIBED IN CLAUSE 2.1.2 OF THE WARRANT INSTRUMENT.

64

FIRST SCHEDULE TO GLOBAL WARRANT CERTIFICATE
CHANGES TO ENTITLEMENTS

Date of
change Nature of
change Increase/
decrease in
Entitlement
represented by
this Global
Warrant
Certificate Total remaining
Entitlement
represented by
this Global
Warrant
Certificate after
the change Increase/
decrease in
number of
Warrants
represented by
this Global
Warrant
Certificate Total remaining
number of
Warrants
represented by
this Global
Warrant
Certificate after
the change Authorised
signature

65

SECOND SCHEDULE TO GLOBAL WARRANT CERTIFICATE

FORM OF TRANSFER

FOR VALUE RECEIVED                                       , being the registered holder of this Global Warrant Certificate, hereby transfers to

of

                                       in number of Warrants with an aggregate Entitlement of                              % and irrevocably requests and authorises Deutsche Bank AG, Hong Kong Branch, in its capacity as administration agent in relation to the Warrants (or any successor to Deutsche Bank AG, Hong Kong Branch, in its capacity as such) to effect the relevant transfer by means of appropriate entries in the register kept by it.

“Warrants” means the Warrants (as defined in the Warrant Instrument).

“Warrant Instrument” means the Instrument constituting Tranche D warrants to purchase shares in Sinotech Energy Limited dated [  ] entered into by, among others, Premium Sino Finance Limited, Sinotech Energy Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng (as amended or supplemented from time to time).

Dated:
By:
	(duly authorised)

Notes

The name of the person by or on whose behalf this form of transfer is signed must correspond with the name of the registered holder as it appears on the face of this Warrant Certificate.

A representative of such registered holder should state the capacity in which he signs, e.g. executor.

66

The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the Administration Agent may require.

67

ADMINISTRATION AGENT

Deutsche Bank AG, Hong Kong Branch

Cheung Kong Center
2 Queen’s Road Central
Hong Kong

CALCULATION AGENT

Deutsche Bank AG, Hong Kong Branch

Cheung Kong Center
2 Queen’s Road Central
Hong Kong

68

SCHEDULE 3
FORM OF INDIVIDUAL WARRANT CERTIFICATE

THIS WARRANT AND THE SHARES ACQUIRABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, THIS WARRANT MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCES. THIS WARRANT IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE WARRANT INSTRUMENT DATED AS OF [   ] AND THE WARRANT AGENCY AGREEMENT DATED AS OF [   ], COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE ADMINISTRATION AGENT OR ANY SUCCESSOR THERETO.  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT THE HOLDER IS A PERSON OUTSIDE THE UNITED STATES PURCHASING WARRANTS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS WARRANT OR THE SHARES ACQUIRABLE UPON EXERCISE OF THIS WARRANT EXCEPT (A) TO PREMIUM SINO FINANCE LIMITED (THE “ISSUER”) OR ITS AFFILIATES; (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE); (E) PURSUANT TO ANY AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT (PROVIDED THAT AS A CONDITION TO THE REGISTRATION OF TRANSFER OF ANY WARRANTS OTHERWISE THAN AS DESCRIBED HEREIN, THE ISSUER OR THE ADMINISTRATION AGENT MAY, IN CIRCUMSTANCES THAT ANY OF THEM DEEMS APPROPRIATE, REQUIRE EVIDENCE AS TO COMPLIANCE WITH ANY SUCH EXEMPTION); OR (F) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF THE REGULATION S UNDER THE SECURITIES ACT; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS WARRANT IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

69

PREMIUM SINO FINANCE LIMITED

(Incorporated in the British Virgin Islands)

INDIVIDUAL WARRANT CERTIFICATE

Serial No: [    ] Date of Issue: [    ]

1.INTRODUCTION

This Individual Warrant Certificate is issued in respect of in aggregate [  ] Tranche D warrants which entitle the holder thereof to purchase (without charge) such number of shares in the capital of Sinotech Energy Limited (the “Company”) representing in aggregate [ ]% of the Fully Diluted Share Capital (the “Warrants”) constituted and issued by Premium Sino Finance Limited (the “Issuer”).  The Warrants are constituted by the Instrument constituting Tranche D warrants to purchase shares in Sinotech Energy Limited dated [  ] (as amended or supplemented from time to time, the “Warrant Instrument”) by, among others, the Issuer, the Company, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng and are the subject of a warrant agency agreement dated [   ] (as amended or supplemented from time to time, the “Warrant Agency Agreement”) and made between the Issuer, Deutsche Bank AG, Hong Kong Branch as administration agent (the “Administration Agent”, which expression includes any successor administration agent appointed from time to time in connection with the Warrants) and Deutsche Bank AG, Hong Kong Branch as calculation agent (the “Calculation Agent”, which expression includes any successor calculation agent appointed from time to time in connection with the Warrants).

2.DEFINITIONS

Words and expressions defined in the Warrant Instrument shall have the same meanings when used in this Individual Warrant Certificate.

3.REGISTERED HOLDER

This is to certify that:

[    ]

is the person registered in the warrant register maintained by the Administration Agent in relation to the Warrants (the “Register”) as the duly registered holder (the “Holder”) of:

[  ] ([  ]) WARRANTS

70

to purchase (without charge) such number of Warrant Shares representing [ ]% of the Fully Diluted Share Capital as may be adjusted from time to time in accordance with the terms and conditions of the Warrant Instrument.

4.WRITING UP OR DOWN

On each occasion on which:

a)Purchase Rights are exercised in respect of any Warrants represented by this Individual Warrant Certificate in accordance with Clause 4 (Purchase Rights and Mechanics of Exercise) of the Warrant Instrument; or

b)any other adjustment to the number of Warrants and/or Entitlements represented by this Individual Warrant Certificate occurs in accordance with the terms of the Warrant Instrument,

the Issuer shall procure that the changes to the number of Warrants and/or the Entitlements represented by this Individual Warrant Certificate (and the adjusted number of Warrants and/or the adjusted Entitlements represented by this Individual Warrant Certificate) are noted by the Administration Agent in the Register, whereupon the number of Warrants and the Entitlements represented by this Individual Warrant Certificate shall for all purposes be as most recently so noted.

5.DETERMINATION OF ENTITLEMENT

This Individual Warrant Certificate is evidence of Entitlement only and is not a document of title.  Entitlements are determined by the Register.

6.AUTHENTICATION

This Individual Warrant Certificate shall not be valid for any purpose until it has been authenticated for and on behalf of Deutsche Bank AG, Hong Kong Branch as Administration Agent.

7.GOVERNING LAW

This Individual Warrant Certificate is governed by, and shall be construed in accordance with, Hong Kong law.

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AS WITNESS the manual or facsimile signature of a duly authorised person on behalf of the Issuer.

PREMIUM SINO FINANCE LIMITED

By:
	(duly authorised)

ISSUED on [   ] 20[  ]

AUTHENTICATED for and on behalf of

DEUTSCHE BANK AG, HONG KONG BRANCH

as Administration Agent

without recourse, warranty or liability

By:
	(duly authorised)

EACH WARRANT IS TRANSFERABLE PRIOR TO EXERCISE IN FULL OF SUCH WARRANT IN ACCORDANCE WITH THE PROVISIONS OF THE WARRANT INSTRUMENT.

THE WARRANTS HAVE THE BENEFIT OF CERTAIN SECURITY DESCRIBED IN THE SECURITY TRUST DEED, AND SUCH SECURITY IS SUBJECT TO THE TERMS OF THE SECURITY TRUST DEED.

THE WARRANTS (AND THE ENTITLEMENTS ATTRIBUTABLE TO SUCH WARRANTS) SHALL ONLY BECOME EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS (BUT SHALL AUTOMATICALLY BECOME EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS) UPON THE APPLICABLE UTILISATION DATE AS DESCRIBED IN CLAUSE 2.1.2 OF THE WARRANT INSTRUMENT.

72

FIRST SCHEDULE TO INDIVIDUAL WARRANT CERTIFICATE
CHANGES TO ENTITLEMENTS

Date of
change Nature of
change Increase/
decrease in
Entitlement
represented by
this Individual
Warrant
Certificate Total remaining
Entitlement
represented by
this Individual
Warrant
Certificate after
the change Increase/
decrease in
number of
Warrants
represented by
this Individual
Warrant
Certificate Total remaining
number of
Warrants
represented by
this Individual
Warrant
Certificate after
the change Authorised
signature

73

SECOND SCHEDULE TO INDIVIDUAL WARRANT CERTIFICATE

FORM OF TRANSFER

FOR VALUE RECEIVED                                       , being the registered holder of this Individual Warrant Certificate, hereby transfers to

of

                                       in number of Warrants with an aggregate Entitlement of                              % and irrevocably requests and authorises Deutsche Bank AG, Hong Kong Branch, in its capacity as administration agent in relation to the Warrants (or any successor to Deutsche Bank AG, Hong Kong Branch, in its capacity as such) to effect the relevant transfer by means of appropriate entries in the register kept by it.

“Warrants” means the Warrants (as defined in the Warrant Instrument).

“Warrant Instrument” means the Instrument constituting Tranche D warrants to purchase shares in Sinotech Energy Limited dated [     ] by, among others, Premium Sino Finance Limited, Sinotech Energy Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng (as amended or supplemented from time to time).

Dated:
By:
	(duly authorised)

Notes

The name of the person by or on whose behalf this form of transfer is signed must correspond with the name of the registered holder as it appears on the face of this Warrant Certificate.

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A representative of such registered holder should state the capacity in which he signs, e.g. executor.

The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the Administration Agent may require.

75

ADMINISTRATION AGENT

Deutsche Bank AG, Hong Kong Branch

Cheung Kong Center
2 Queen’s Road Central
Hong Kong

CALCULATION AGENT

Deutsche Bank AG, Hong Kong Branch

Cheung Kong Center
2 Queen’s Road Central
Hong Kong

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SCHEDULE 4FORM OF EXERCISE NOTICE

To:	Premium Sino Finance Limited
	[name of Administration Agent] as Administration Agent
Date:

[Note: Insert appropriate alternative for (i) upon a Qualifying IPO, (ii) after a Qualifying IPO,  or (iii) Exit Event]

[Alternative A — Upon a Qualifying IPO][Subject to the occurrence of a Qualifying IPO, we hereby exercise the Purchase Rights in respect of [·] Warrants with an aggregate Entitlement of [·]%, being [all][part] of the Warrants represented by this Warrant Certificate, to purchase (free of charge) Warrant Shares on [·] (currently contemplated to be around [insert date]).

[We hereby direct the Issuer to transfer the following Warrant Shares to the following proposed transferee(s):

[Warrant Shares relating to
Entitlement in following
percentage (expressed asa percentage of the FullyDiluted Share Capital)] Name of proposed
transferee Address of proposed
transferee

To the extent that the Warrant Shares have not been registered pursuant to the United States Securities Act of 1933, as amended (the “Securities Act”), we hereby certify that the beneficial owner of the Warrant(s) being exercised: a) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and will not, except as permitted by Rule 144A under the Securities Act directly or indirectly transfer Warrant Shares in relation to the exercise of such Warrant(s) to any Person who is not a “qualified institutional buyer” or b) will not, except as is permitted by the “offshore transactions requirement” of Regulation S under the Securities Act, directly or indirectly offer, sell or deliver the Warrant Shares in the United States, or to a U.S. Person.

Share certificate(s) for such Warrant Shares together with any other documents required to be delivered under Clause 4.3 (Procedure for exercise) of the Warrant Instrument should be sent by registered post to [insert address], marked for the attention of [insert name].]

[Alternative B — After a Qualifying IPO][We hereby exercise the Purchase Rights in respect of [·] Warrants with an aggregate Entitlement of [·]%, being [all][part] of the Warrants represented by this Warrant Certificate, to purchase (free of charge) Warrant Shares on [insert date].

[We hereby direct the Issuer to transfer the following Warrant Shares to the following proposed transferee(s):

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[Warrant Shares relating to
Entitlement in following
percentage (expressedas a percentage of the Fully
Diluted Share Capital)] Name of proposed
transferee Address of proposed
transferee

To the extent that the Warrant Shares have not been registered pursuant to the United States Securities Act of 1933, as amended (the “Securities Act”), we hereby certify that the beneficial owner of the Warrant(s) being exercised: a) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and will not, except as permitted by Rule 144A under the Securities Act directly or indirectly transfer Warrant Shares in relation to the exercise of such Warrant(s) to any Person who is not a “qualified institutional buyer” or b) will not, except as is permitted by the “offshore transactions requirement” of Regulation S under the Securities Act, directly or indirectly offer, sell or deliver the Warrant Shares in the United States, or to a U.S. Person.

Share certificate(s) for such Warrant Shares together with any other documents required to be delivered under Clause 4.3 (Procedure for exercise) of the Warrant Instrument should be sent by registered post to [insert address], marked for the attention of [insert name].]

[Alternative C — Exit Event][Subject to the occurrence of an Exit Event, we hereby exercise the Purchase Rights in respect of [·] Warrants with an aggregate Entitlement of [·]%, being [all][part] of the Warrants represented by this Warrant Certificate, to purchase (free of charge) Warrant Shares and request the Issuer to pay the Cash Settlement Amount on the Exit Date (or within three Business Days from the date on which the Exit Price (relating to such exercise) is finally determined in accordance with the provisions of Clause 4.5 (Exit Price) of the Warrant Instrument) into the following account:

Details of Cash Settlement Account:

Name of Beneficiary:	[  ]
Name of Bank:	[  ]
Bank Account Number:	[  ]
Sort code:	[  ]]**

[end of alternatives]

Unless otherwise provided in the Warrant Instrument (including without limitation Clause 5.2 (Revocation) thereof), once given this Exercise Notice is irrevocable.

** Note that this alternative C applies only in the case of an Exit Event.

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Defined terms used herein, unless otherwise defined herein, shall have the same meaning as those in the Instrument constituting Tranche D warrants to purchase shares in Sinotech Energy Limited dated [               ] (as amended and/or supplemented from time to time, “Warrant Instrument”) entered into by, inter alia, Premium Sino Finance Limited, Sinotech Energy Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng.

SIGNED by	)
for and on behalf of	)
[Name of Warrant Holder]	)

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SCHEDULE 5
REGISTER, TRANSFERS AND NOTICES

The provisions of this Schedule 5 are subject to the provisions of the Warrant Agency Agreement.  In the event of any inconsistency between the provisions of this Schedule 5 and the provisions of the Warrant Agency Agreement, the provisions of the Warrant Agency Agreement shall prevail.

1.REGISTER

1.1The Issuer shall appoint the Administration Agent to keep the Register on behalf of the Issuer and shall ensure that the Administration Agent complies with, and carries out its duties according to, the provisions set out in this Schedule 5.

1.2The Administration Agent shall promptly enter in the Register:

1.2.1the name and address of each Warrant Holder for the time being;

1.2.2the number of Warrants held by each Warrant Holder, the Entitlement in respect of such Warrants and the number of Warrant Shares for which each Warrant Holder is entitled to purchase pursuant to such Warrants as adjusted in accordance with this Instrument from time to time;

1.2.3the date on which the name of each Warrant Holder is entered in the Register in respect of the Warrants registered in its name;

1.2.4the date on which all or any part of the Purchase Rights in respect of the Warrants held by each Warrant Holder are exercised, or all or any part of the Warrants are transferred or cancelled; and

1.2.5an annotation in respect of any Encumbrance created over any of the Warrants and the Person in whose favour the Encumbrance is created as notified by the relevant Warrant Holder.

1.3Any change in the name or address of any Warrant Holder shall be notified to the Administration Agent and the Issuer by the Warrant Holder as soon as reasonably practicable following such change, following which the Administration Agent shall promptly update the Register accordingly.  Each Warrant Holder or any Person authorised by a Warrant Holder shall be entitled at all reasonable times during office hours upon one Business Day’s notice to inspect the Register and to take copies of or extracts from it.   A Warrant Holder shall be entitled to receive a certified true copy of the Register certified by an officer of the Issuer free of charge within five Business Days upon a written request of a Warrant Holder.

1.4The Administration Agent and the Issuer shall be entitled to treat the Person whose name is shown in the Register as a Warrant Holder as the absolute owner of a Warrant and, accordingly, shall not be bound (except as ordered by a court of competent jurisdiction or as required by law) to recognise any equitable or other claim to, or interest in, such Warrant (save for any interest or claim in respect of any Encumbrance

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of which the Register contains an annotation as described in paragraph 1.2.5 of this Schedule) on the part of any other Person whether or not it has express or other notice of such claim or interest.

1.5Every Warrant Holder shall be recognised by the Administration Agent and the Issuer as entitled to its Warrants free from any equity, set-off or cross-claim on the part of the Issuer against the original or any intermediate holder of such Warrants.

2.TRANSFERS

2.1Every transfer of Warrants (in whole or in part) shall be made by an instrument of transfer in the form set out in the Second Schedule to the applicable Warrant Certificate (in respect of such Warrants). Any one Warrant may only be transferred in whole and not in part.

2.2The instrument of transfer of a Warrant shall be signed by or on behalf of the transferor.  The transferor shall be deemed to remain the holder of the applicable Warrant until the name of the transferee is entered in the Register in respect of that Warrant.

2.3The Issuer and the Administration Agent may decline to recognise any transfer of a Warrant unless the relevant instrument of transfer is delivered to the Administration Agent and copied to the Issuer accompanied by the Warrant Certificate to which it relates (or an indemnity in respect thereof) and such other evidence as the Administration Agent may reasonably require to show the right of the transferor to make the transfer.  The Administration Agent may waive production of any Warrant Certificate upon production of satisfactory evidence of the loss or destruction of such instrument together with such indemnity as it may reasonably require.  Subject to the foregoing provisions of this paragraph and paragraph 2.4 below, the Issuer may not decline to recognise any instrument of transfer and must (or ensure that the Administration Agent) register the transfer of the Warrant(s) in accordance with this Schedule 5.

2.4The Administration Agent shall not register any transfer of a Warrant in respect of which an annotation has been entered in the Register showing that an Encumbrance has been created in respect of such Warrant, except where such transfer is in favour of the beneficiary of such Encumbrance as shown in such annotation or to such other Person as shall be directed in writing by such beneficiary.

2.5Any transfer of a Warrant which complies with this paragraph 2 shall be recorded in the Register within five Business Days following receipt by the Administration Agent of the relevant instrument of transfer.

2.6The Issuer shall not be entitled to charge any fee for the registration of a transfer of a Warrant or for registering an annotation of Encumbrance in respect of any Warrant.

2.7The registration of a transfer shall be conclusive evidence of the approval by the board of the directors of the Issuer of the transfer.

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3.NOTICES

3.1Each Warrant Holder shall register with the Administration Agent an address (“Notice Address”) and facsimile number to which notices can be sent and if any Warrant Holder fails so to do, notice may be given to that Warrant Holder by sending the same by any of the methods referred to in paragraph 3.2 of this Schedule to its registered address.

3.2Notices and other communications to Warrant Holders, the Administration Agent, the Calculation Agent, the Issuer, the Company, any other Warrant Guarantor or the Founder shall be in writing and shall be delivered either personally, sent by courier or by facsimile.  Any notice or other communication to be given by the Issuer, the Company, any other Warrant Guarantor, the Founder or the Calculation Agent to any Warrant Holder shall be sent through the Administration Agent.  Any notice or other communication to be given by any Warrant Holder to the Issuer, the Company, any other Warrant Guarantor, the Founder or the Calculation Agent shall be sent through the Administration Agent.

3.3A notice or other communication given pursuant to the provisions of paragraph 3.2 of this Schedule shall be deemed to have been served:

3.3.1	at the time of delivery (or where such time is outside the normal business hours of the recipient, on the opening of the next following Business Day), if delivered personally;
3.3.2	three Business Days after posting it if sent by courier;
	in each case:
	(a)	to a Warrant Holder, at its Notice Address (if there is none, its registered address); or
	(b)	to the Issuer, at:
		Premium Sino Finance Limited
		Address:	天津市塘沽区新北路4668号滨海创新创业园21-B4楼
		Telephone:	+86 22 6635 1185
		Fax:	+86 22 6635 1181
		Attention:	Mr Liu Qingzeng; or
	(c)	to the Company, at:
		Sinotech Energy Limited
		Address:	3/F, No. 19 Ronghua South Road, Beijing Economic-Technological Development Area, Beijing 100176, People’s Republic of China
		Telephone:	+86 10 8712 5555
		Fax:	+86 10 8712 5500

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		Attention:	Chief Executive Officer
	(d)	to the Holdco, at:
		Superport Limited
		Address:	天津市塘沽区新北路4668号滨海创新创业园21-B4楼
		Telephone:	+86 22 6635 1185
		Fax:	+86 22 6635 1181
		Attention:	Mr Liu Qingzeng; or
	(e)	to the Parentco, at:
		International Petroleum Services Corporation Limited
		Address:	北京经济技术开发区荣华南路19号中铁十九局大厦3F15
		Telephone:	+86-10-8712-5567
		Fax:	+86-10-8712-5500
		Attention:	Mr Liu Qingzeng
	(f)	to the Founder, at:
		Mr Liu Qingzeng
		Address:	天津市塘沽区新北路4668号滨海创新创业园21-B4楼
		Telephone:	+86 22 6635 1185
		Fax:	+86 22 6635 1181
		Attention:	Mr Liu Qingzeng; or
	(g)	to the Administration Agent, at:
		Address:	Deutsche Bank AG, Hong Kong Branch, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong
		Fax:	+852 2203 7320 / 7323
		Attention:	Trust and Securities Services; or
	(h)	to the Calculation Agent, at
		Address:	55th Floor, Cheung Kong Center, Queen’s Road Central, Hong Kong
		Telephone:	+852 2203 8787
		Fax:	+852 2203 7266
		Attention:	Rowena Yue, Kari Cheng and Shu Duan,
	or (in each case) to such other address as such other address as the applicable addressee of such notice or communication shall have notified to the sender of such notice or communication with not less than 5 Business Days’ notice; or
3.3.3	when the sender’s facsimile machine receives a confirmation of transmission report (or where such time is outside the normal business hours of the applicable addressee, on the opening of the next following Business Day) if delivered by facsimile.

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3.4Any Person who, whether by operation of law, transfer or other means whatsoever, becomes entitled to any Warrant shall be bound by every notice properly given to the Person from whom it derives its title to such Warrant.

3.5When a given number of days’ notice is required to be given, the day of service shall be included but the day upon which such notice will expire shall not be included in calculating the number of days.

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SCHEDULE 6
REGISTRATION RIGHTS

1DEMAND REGISTRATION

1.1Request for Registration. At any time and from time to time on or after twelve months after a Qualifying IPO in the United States, the holders of Transaction Registrable Securities may make a written demand for registration under the Securities Act of all or part of their Transaction Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number and type of Transaction Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Transaction Registrable Securities of the demand within ten (10) days from the receipt of the Demand Registration, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Transaction Registrable Securities in the Demand Registration (each such holder wishing to include any Transaction Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Transaction Registrable Securities included in the Demand Registration, subject to Section 1.4.  “Transaction Demanding Holders” means Demanding Holders and all other holder(s) of Transaction Registrable Securities wishing to include any Transaction Registrable Securities in such registration.

1.2Effective Registration. A registration will not count as a Demand Registration until a registration statement filed with the United States Securities and Exchange Commission (the “Commission”) with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement or otherwise with respect thereto; provided, however, if, after such registration statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the registration statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Transaction Demanding Holders thereafter elect to continue the offering; provided, further, the Company shall not be obligated to file a second registration statement until a registration statement that has been filed is counted as a Demand Registration or is terminated.

1.3Underwritten Offering. If a majority-in-interest of the Transaction Demanding Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration, the offering of such Transaction Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, the right of any holder to include its Transaction Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting

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and the inclusion of such holder’s Transaction Registrable Securities in the underwriting to the extent provided herein. All Transaction Demanding Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority-in-interest of the Transaction Demanding Holders initiating the Demand Registration.

1.4Reduction of Offering. If the managing underwriter or underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Transaction Registrable Securities which the Transaction Demanding Holders desire to sell, taken together with all other shares of common stock or other securities which the Company desires to sell and the shares of common stock, if any, as to which registration has been requested pursuant to written contractual piggyback registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in such registration: (i) first, the Transaction Registrable Securities as to which Demand Registration has been requested by the Transaction Demanding Holders (pro rata in accordance with the number of shares of Registrable Securities which such Transaction Demanding Holders have requested be included in such registration, regardless of the number of shares of Transaction Registrable Securities held by each Transaction Demanding Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of common stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of common stock (and any other applicable securities) of the Company that the Company is obligated to register pursuant to Other Warrant Instruments and that can be sold without exceeding the Maximum Number of Shares; (iv) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of common stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fifth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), (iii) and (iv), the shares of common stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

1.5Withdrawal. If a majority-in-interest of the Transaction Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their

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Transaction Registrable Securities in any offering, such majority-in-interest of the Transaction Demanding Holders may elect to withdraw from such offering by giving written notice to the Company and the underwriter or underwriters of their request to withdraw prior to the effectiveness of the registration statement filed with the Commission with respect to such Demand Registration.  In such event, the Company need not seek effectiveness of such registration statement for the benefit of other investors.  If the majority-in-interest of the Transaction Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in Section 1.1, provided that the majority-in-interest of the Transaction Demanding Holders electing to so withdraw from the offering pays all costs and expenses incurred by the Company in connection with such withdrawn Demand Registration.  If the majority-in-interest of the Transaction Demanding Holders does not pay all costs and expenses incurred by the Company in connection with such withdrawn Demand Registration, then it shall count as a Demand Registration provided for in Section 1.1.

1.6Permitted Delays. The Company shall be entitled to postpone, for up to sixty (60) days, the filing of any registration statement under this Section 1 if (a) at any time prior to the filing of such registration statement the Company’s Board of Directors determines, in its good faith business judgment, that such registration and offering would materially and adversely affect any financing, acquisition, corporate reorganization, or other material transaction involving the Company, and (b) the Company delivers to the Transaction Demanding Holders written notice thereof within five (5) business days of the date of receipt of such request for Demand Registration.

2.PIGGYBACK REGISTRATION

2.1Piggyback Rights. If at any time the Company proposes to file a registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, including a Qualifying IPO in the United States, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a registration statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Transaction Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Transaction Registrable Securities in such notice the opportunity to register the sale of such number of shares of Transaction Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Transaction Registrable

87

Securities to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Transaction Registrable Securities requested to be included in a Piggyback Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Transaction Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Transaction Registrable Securities proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Notwithstanding Section 2.2 below, no less than 25% of the aggregate amount of any equity securities to be registered in connection with any proposed offering by the Company shall be reserved for the registration of the Transaction Registrable Securities.

2.2Reduction of Offering. If the managing underwriter or underwriters for a Piggyback Registration that is to be an underwritten offering advises the Company and the holders of Transaction Registrable Securities in writing that the dollar amount or number of shares of common stock which the Company desires to sell, taken together with shares of common stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Transaction Registrable Securities, the Transaction Registrable Securities as to which registration has been requested under this provision (and/or the equivalent provisions of the other Transaction Warrant Instruments), and the shares of common stock, if any, as to which registration has been requested pursuant to the written contractual piggyback registration rights of other shareholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:

(i)If the registration is undertaken for the Company’s account: (A) first, the shares of common stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of common stock or other securities, if any, including the Transaction Registrable Securities as to which registration has been requested pursuant to the applicable written contractual piggyback registration rights of such security holders (pro rata in accordance with the number of shares of common stock which each such person has actually requested to be included in such registration, regardless of the number of shares of common stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of shares has not been reached under the foregoing clauses (A) and (B), the shares of common stock (and any other applicable securities) of the Company that the Company is obligated to register pursuant

88

to Other Warrant Instruments (pro rata in accordance with the number of shares of common stock which have actually been requested to be included in such registration, regardless of the number of shares of common stock with respect to which such requesting persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; (D) fourth, to the extent that the Maximum Number of shares has not been reached under the foregoing clauses (A), (B), and (C), the shares of common stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggyback registration rights with such persons (pro rata in accordance with the number of shares of common stock which each such person has actually requested to be included in such registration, regardless of the number of shares of common stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and

(ii)If the registration is a “demand” registration undertaken at the demand of persons other than the holders of Transaction Registrable Securities or pursuant to contractual arrangements with such persons, (A) first, the shares of common stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of common stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Transaction Registrable Securities as to which registration has been requested under this provision (and/or the equivalent provisions of other Transaction Warrant Instruments) (pro rata in accordance with the number of shares of Transaction Registrable Securities held by each such holder); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of common stock (and any other applicable securities) of the Company that the Company is obligated to register, if any, as to which registration has been requested pursuant to Other Warrant Instruments and that can be sold without exceeding the Maximum Number of Shares; and (E) fifth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B), (C) and (D), the shares of common stock or other securities for the account of other persons that the Company is obligated to register, if any, as to which registration has been requested pursuant to written contractual arrangements with such persons that can be sold without exceeding the Maximum Number of Shares.

2.3Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggyback Registration by giving

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written notice to the Company of such request to withdraw prior to the effectiveness of the registration statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may also elect to withdraw a registration statement at any time prior to the effectiveness of the registration statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggyback Registration.

2.4Permitted Delays. The Company shall be entitled to postpone, for up to sixty (60) days, the filing of any registration statement under this Section 2, if (a) at any time prior to the filing of such registration statement the Company’s Board of Directors determines, in its good faith business judgment, that such registration and offering would materially and adversely affect any financing, acquisition, corporate reorganization, or other material transaction involving the Company, and (b) the Company delivers to the holder of the Transaction Registrable Securities requesting a Piggyback Registration, written notice thereof within five (5) business days of the date of receipt of such request for Piggyback Registration.

3.REGISTRATION EXPENSES

The Company shall bear all fees and expenses incurred in connection with the performance of its obligations under Schedule 6 and shall reimburse the Transaction Demanding Holders for the reasonable fees, expenses and disbursements of the legal counsel.  Such fees and expenses shall include, without limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing of prospectuses and certificates for Warrant Shares to be issued upon exercise of the Warrants; (iv) all fees and disbursements of counsel to the Company; (v) all application and filing fees in connection with listing the Warrant Shares on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of independent certified public accountants of the Company.  The Company shall bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal, accounting or other duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company.

4.INDEMNIFICATION

4.1The Company shall defend, protect, indemnify and hold harmless each Holder of Transaction Registrable Securities covered by any registration statement, its directors, officers, partners, members, direct or indirect investors, employees and each person, if any, who controls any such Holder within the meaning of either the Securities Act or otherwise, and any of the foregoing persons’ agents or other representatives (collectively referred to as the “Indemnified Holder Parties”) from and against any and all losses, claims, damages, actions, causes of action, suits, costs, penalties, fees, liabilities, joint or several, and expenses in connection thereof, and including reasonable attorneys’ fees and disbursements (collectively, the “Liabilities”) to which

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any of them may become subject, under the Securities Act or otherwise, insofar as such Liabilities arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or in any prospectus, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein (in the case of any prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse each such party for any legal or other expenses reasonably incurred by such party in connection with investigating or defending any such action or claim; provided, however, that the Company shall not be liable in any such case to any Indemnified Holder Party to the extent that any Liabilities arise out of or are based upon Holder Information (as defined below) provided by or on behalf of such Indemnified Holder Party.  This indemnity agreement will be in addition to any liability that the Company may otherwise have.

4.2Each Holder, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors and officers and each person, if any, who controls the Company within the meaning of either the Securities Act or otherwise (collectively, the “Indemnified Company Parties”), to the same extent as the foregoing indemnity from the Company to the Indemnified Holder Parties and shall reimburse each such Indemnified Company Party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any Liabilities, but only with reference to Liabilities that arise out of or are based upon a statement or an omission or an alleged omission in reliance upon or in conformity with Holder Information supplied by such Holder.  In no event shall any Holder be liable or responsible for any amount in excess of the net proceeds to such Holder as a result of the sale of any securities pursuant to such registration statement by reason of such untrue or alleged untrue statement or omission or alleged omission.  This indemnity agreement will be in addition to any liability that such Holder may otherwise have.

5.RULES 144 AND 144A

The Company covenants that, if at any time during which any Transaction Registrable Securities that are represented by certificates that bear a restricted legend remain outstanding it is subject to an obligation to file reports with the SEC pursuant to Section 13(a) and 15(d) of the Exchange Act, it shall use its reasonable best efforts to file such reports in a timely manner.  If at any time during which any such “restricted securities” remain outstanding the Company is not required to file such reports, it will, upon request of any Holder, take such actions as may be required from time to time to permit sales pursuant to (i) Rule 144A, or (ii) any similar rules or regulations adopted by the SEC after the date of this Agreement.  The Company further covenants that, for as long as any restricted securities remain outstanding, it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell such restricted securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144, (ii) Rule 144A, or (iii) any similar rules or regulations adopted by the SEC after

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the date of this Agreement.  Upon the written request of any holder of restricted securities, the Company shall deliver to such holder a written statement as to whether it has complied with such requirements.

For purposes of this provision, “Registrable Securities” shall mean the Warrant Shares owned or held by investors prior to the Qualifying IPO in the United States, or the Warrant Shares acquired pursuant to the exercise of Warrants owned or held by investors prior to the Qualifying IPO in the United States, provided such shares are eligible for registration under the Securities Act (for the avoidance of doubt, the holders of Warrants the exercise of which will result in the investors owning Warrant Shares shall be deemed to be the holders of Registrable Securities for the purposes of this Schedule 6).  Registrable Securities include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such shares of common stock. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such registration statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; or (c) such securities shall have ceased to be outstanding.

For purposes of this provision, “Transaction Registrable Securities” shall mean the Transaction Warrant Shares owned or held by investors prior to the Qualifying IPO in the United States, or the Transaction Warrant Shares acquired pursuant to the exercise of Transaction Warrants owned or held by investors prior to the Qualifying IPO in the United States, provided such shares are eligible for registration under the Securities Act (for the avoidance of doubt, the holders of Transaction Warrants the exercise of which will result in the investors owning Transaction Warrant Shares shall be deemed to be the holders of Transaction Registrable Securities for the purposes of this Schedule 6).  Transaction Registrable Securities include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such shares of common stock. As to any particular Transaction Registrable Securities, such securities shall cease to be Transaction Registrable Securities when: (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such registration statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; or (c) such securities shall have ceased to be outstanding.

For purposes of this provision, “Holder Information” with respect to any Holder shall mean information with respect to such Holder required to be included in any registration statement or the related prospectus pursuant to the Securities Act and which information is included

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therein in reliance upon and in conformity with information furnished to the Company in writing by such Holder specifically for inclusion therein.

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SCHEDULE 7
FORM OF ACCESSION UNDERTAKING

To:	[name of Administration Agent] as Administration Agent
	Each other party to the Warrant Instrument (as defined below)
	Each Warrant Holder
From:	[proposed Additional Warrant Guarantor] (“Proposed Additional Warrant Guarantor”); and
	Premium Sino Finance Limited as Issuer
Date:	[        ]

Instrument constituting Tranche D warrants to purchase shares in Superport Limited dated [        ] (as amended and/or supplemented from time to time, the “Warrant Instrument”) entered into by, among others, Premium Sino Finance Limited, Superport Limited, International Petroleum Services Corporation Limited and Mr Liu Qingzeng

1.Terms and expressions defined in or construed for the purposes of the Warrant Instrument shall have the same meaning herein.  This is an Accession Undertaking.

2.The Proposed Additional Warrant Guarantor agrees to become party to the Warrant Instrument as an “Additional Warrant Guarantor” and to be bound by the terms of the Warrant Instrument as an Additional Warrant Guarantor pursuant to Clause 13.9.3 of the Warrant Instrument.

3.The Proposed Additional Warrant Guarantor is a company duly incorporated under the laws of [name of relevant jurisdiction] [with registered number [          ]].

4.Each of the Issuer and the Proposed Additional Warrant Guarantor makes the representations and warranties set out in Clause 12 (Warranties and Undertakings) of the Warrant Instrument.

5.This Accession Undertaking is governed by and shall be construed in accordance with Hong Kong law.  Clauses 21.2 (Jurisdiction) and 21.3 (Service of proceedings) of the Warrant Instrument shall apply to this Accession Undertaking mutatis mutandis as if any reference therein to the Warrant Instrument included a reference to this Accession Undertaking and as if the Proposed Additional Warrant Guarantor were a Warrant Guarantor.

6.This Accession Undertaking may be executed in any number of counterparts and this has the same effect as if the execution on such counterparts were on a single copy of this Accession Undertaking.

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This Accession Undertaking is duly executed and delivered as a deed by the Issuer and the Proposed Additional Guarantor on the date above written, and shall take effect as a deed poll.

THE COMMON SEAL OF	)
PREMIUM SINO FINANCE LIMITED	)
was hereto affixed	)
in the presence of:	)
Signature of witness:
Name of witness:
[THE COMMON SEAL OF	)
[name of Proposed Additional Warrant	)
Guarantor]	)
was hereto affixed	)
in the presence of:	)
Signature of witness:
Name of witness:]
[SIGNED, SEALED AND DELIVERED AS	)
A DEED by	)
[name of Proposed Additional Warrant	)
Guarantor]	)
in the presence of:	)
Signature of witness:
Name of witness:]

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EX-8.1

Exhibit 8.1

List of Subsidiaries

·        International Petroleum Services Corporation Limited (incorporated in Hong Kong)

·        Superport Limited (incorporated in the British Virgin Islands)

·        Tianjin New Highland Science and Technology Development Co., Ltd. (incorporated in the People’s Republic of China)

EX-11.1

Exhibit 11.1

SINOTECH ENGERGY LIMITED

CODE OF BUSINESS CONDUCT AND ETHICS

I.Purpose

SinoTech Energy Limited (collectively the “Company”) is committed to conduct its business in accordance with applicable laws, rules and regulations and the highest standards of business ethics.  This Code of Business Conduct and Ethics (the “Code”) contains general guidelines for conducting the business of the Company.  To the extent this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, the Company adheres to these higher standards.

This Code is designed to deter wrongdoing and to promote:

(i)honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(ii)full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company will file with, or submit to, the U.S. Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company;

(iii)compliance with applicable governmental laws, rules and regulations;

(iv)prompt internal reporting of violations of the Code; and

(v)accountability for adherence to the Code.

II.Applicability

This Code applies to all of the directors, officers, employees and advisors of the Company, whether they work for the Company on a full-time, part-time, consultative, or temporary basis (each an “employee” and collectively, the “employees”).

The Board of Directors of the Company (the “Board”) has appointed Mr. Boxun Zhang as the compliance officer for the Company (the “Compliance Officer”).  Any questions regarding the Code or any report of and violation of the Code shall be directed to the Compliance Officer.  Any questions or violations of the Code involving an executive officer, which includes the Chief Executive Officer, Chief Financial Officer, Chief Economist, Chief Geologist, Vice Presidents, Financial Controller and any other persons who perform similar functions for the Company (each, an “executive officer”), shall be directed or reported to any of the independent directors on the Board or the members of the appropriate committee of the Board, and any such questions or violations will be reviewed directly by the Board or the appropriate committee of the Board.

This Code was adopted by the Board on October 12, 2010 and will become effective concurrently with the Company’s first public filing of a registration statement on Form F-1 with the SEC relating to the Company’s initial public offering of its common shares in the form of American Depositary Shares in the United States (the “IPO”).

III.Conflicts of Interest

A.Identifying Conflicts of Interest

A conflict of interest occurs when an employee’s private interest interferes, or appears to interfere, in any way with the interests of the Company as a whole.  You should actively avoid any private interest that may influence your ability to act in the interests of the Company or that may make it difficult to perform your work objectively and effectively.  In general, the following should be considered conflicts of interest:

1.Competing Business.  No employee may be concurrently employed by a business that competes with the Company or deprives it of any business.

2.Corporate Opportunity.  No employee should use corporate property, information or his or her position with the Company to secure a business opportunity that would otherwise be available to the Company.  If you discover a business opportunity that is in the Company’s line of business, through the use of the Company’s property, information or position, you must first present the business opportunity to the Company before pursuing the opportunity in your individual capacity.

3.Financial Interests.

(i)No employee may have any financial interest (ownership or otherwise), either directly or indirectly through a spouse or other family member, in any other business entity if such financial interest adversely affects the employee’s performance of duties or responsibilities to the Company, or requires the employee to devote certain time during such employee’s working hours at the Company;

(ii)no employee may hold any ownership interest in a privately-held company that is in competition with the Company;

(iii)an employee may hold up to but no more than 1.0% ownership interest in a publicly traded company that is in competition with the Company; and

(iv)no employee may hold any ownership interest in a company that has a material business relationship with the Company.

If an employee’s ownership interest in a business entity described in clause (iii) above increases to more than 1.0%, the employee must immediately report such ownership to the Compliance Officer.

4.Loans or Other Financial Transactions.  No employee may obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with, any company that is a material customer, supplier or competitor of the Company.  This guideline does not prohibit arm’s-length transactions with recognized banks or other financial institutions.

5.Service on Boards and Committees.  No employee should serve on a board of directors or trustees or on a committee of any entity (whether profit or not-for-profit) whose interests reasonably could be expected to conflict with those of the Company.  Employees must obtain prior approval from the Board before accepting any such board or committee

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position.  The Company may revisit its approval of any such position at any time to determine whether service in such position is still appropriate.

It is difficult to list all of the ways in which a conflict of interest may arise, and we have provided only a few, limited examples.  If you are faced with a difficult business decision that is not addressed above, ask yourself the following questions:

·Is it legal?

·Is it honest and fair?

·Is it in the best interests of the Company?

B.Disclosure of Conflicts of Interest

The Company requires that employees fully disclose any situations that reasonably could be expected to give rise to a conflict of interest.  If you suspect that you have a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you must report it immediately to the Compliance Officer.  Conflicts of interest may only be waived by the Board, or the appropriate committee of the Board, and will be promptly disclosed to the public to the extent required by law.

C.Family Members and Work

The actions of family members outside the workplace may also give rise to conflicts of interest because they may influence an employee’s objectivity in making decisions on behalf of the Company.  If a member of an employee’s family is interested in doing business with the Company, the criteria as to whether to enter into or continue the business relationship, and the terms and conditions of the relationship, must be no less favorable to the Company compared with those that would apply to a non-relative seeking to do business with the Company under similar circumstances.

Employees should report any situation involving family members that could reasonably be expected to give rise to a conflict of interest to their supervisor or the Compliance Officer.  For purposes of this Code, “family members” or “members of your family” include your spouse, brothers, sisters and parents, in-laws and children.

IV.Gifts and Entertainment

A.Generally

The giving and receiving of gifts is common business practice.  Appropriate business gifts and entertainment are welcome courtesies designed to build relationships and understanding among business partners.  However, gifts and entertainment should never compromise, or appear to compromise, your ability to make objective and fair business decisions.

It is the responsibility of employees to use good judgment in this area.  As a general rule, employees may give or receive gifts or entertainment to or from customers or suppliers only if the gift or entertainment could not be viewed as an inducement to any particular business decision.  All gifts and entertainment expenses made on behalf of the Company must be properly accounted for on expense reports, and all gift and entertainment expenses

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exceeding RMB1,000 made on behalf of the Company must be approved by the head of the relevant department of the Company.

Employees may only accept appropriate gifts.  We encourage employees to submit gifts received to the Company. While it is not mandatory to submit small gifts, gifts of over RMB200 must be submitted immediately to the administration department of the Company.

The Company’s business conduct is founded on the principle of “fair transaction.” Therefore, no employee may give or receive kickbacks, bribe others, or secretly give or receive commissions or any other personal benefits.

B.Compliance with United States Foreign Corrupt Practices Act and Other Applicable Anti-bribery and Anti-corruption Laws

The United States Foreign Corrupt Practices Act (the “FCPA”) and certain other anti-bribery and anti-corruption laws of China and other jurisdictions applicable to the Company (collectively, the “Compliance Regulations”) prohibits giving anything of value or making any illegal payments, directly or indirectly, to officials of any government or any political candidates in order to obtain or retain business.  The Company has adopted anti-corruption policies by which its employees must abide.  A violation of the Compliance Regulations not only violates the Company’s anti-corruption policies but is also a civil or criminal offense under the Compliance Regulations which the Company is subject to after the Code becomes effective.

C.Political Contributions

Except as approved in advance by the Chief Executive Officer or Chief Financial Officer of the Company, the Company prohibits political contributions (directly or through trade associations) by any employee on behalf of the Company.  Prohibited political contribution activities include:

(i)any contributions of Company funds or other assets for political purposes;

(ii)encouraging individual employees to make any such contribution; and

(iii)reimbursing an employee for any political contribution.

V.Fair Dealing

The Company strives to compete and to succeed through superior performance and products and without the use of unethical or illegal practices.  Accordingly, the Company’s employees should respect the rights of, and should deal fairly with, the Company’s customers, suppliers, competitors and employees and should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information or any material misrepresentation.  For example, an individual should not:

(i)give or receive kickbacks, bribe others, or secretly give or receive commissions or any other personal benefits;

(ii)spread rumors about competitors, customers or suppliers that the individual knows to be false;

4

(iii)intentionally misrepresent the nature of quality of the Company’s products; or

(iv)otherwise seek to advance the Company’s interests by taking unfair advantage of anyone through unfair dealing practices, including engaging in unfair practices through a third party.

VI.Protection and Use of Company Assets

Employees should protect the Company’s assets and ensure their efficient use for legitimate business purposes only.  Theft, carelessness and waste have a direct impact on the Company’s profitability.  The use of the funds or assets of the Company, whether for personal gain or not, for any unlawful or improper purpose is strictly prohibited.

To ensure the protection and proper use of the Company’s assets, each employee should:

(i)exercise reasonable care to prevent theft, damage or misuse of Company property;

(ii)promptly report the actual or suspected theft, damage or misuse of Company property;

(iii)safeguard all electronic programs, data, communications and written materials from inadvertent access by others; and

(iv)use Company property only for legitimate business purposes.

VII.Intellectual Property and Confidentiality

1.All inventions, creative works, computer software, and technical or trade secrets developed by an employee in the course of performing the employee’s duties or primarily through the use of the Company’s materials and technical resources while working at the Company, shall be the property of the Company.

2.The Company maintains a strict confidentiality policy. During an employee’s term of employment, the employee shall comply with any and all written or unwritten rules and policies concerning confidentiality and shall fulfill the duties and responsibilities concerning confidentiality applicable to the employee.

3.In addition to fulfilling the responsibilities associated with his position in the Company, an employee shall not, without first obtaining approval from the Company, disclose, announce or publish trade secrets or other confidential business information of the Company, nor shall an employee use such confidential information outside the course of his duties to the Company.

4.Even outside the work environment, an employee must maintain vigilance and refrain from disclosing important information regarding the Company or its business, customers or employees.

5.An employee’s duty of confidentiality with respect to the confidential information of the Company survives the termination of such employee’s employment with the Company for any reason until such time as the Company discloses such information

5

publicly or the information otherwise becomes available in the public sphere through no fault of the employee.

6.Upon termination of employment, or at such time as the Company requests, an employee must return to the Company all of its property without exception, including all forms of medium containing confidential information, and may not retain duplicate materials.

VIII.Accuracy of Financial Reports and Other Public Communications

Upon the completion of the IPO, the Company will be a public company which is required to report its financial results and other material information about its business to the public and the SEC.  It is the Company’s policy to promptly disclose accurate and complete information regarding its business, financial condition and results of operations.  Employees must strictly comply with all applicable standards, laws, regulations and policies for accounting and financial reporting of transactions, estimates and forecasts.  Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company and result in legal liability.

Employees should be on guard for, and promptly report, any possibility of inaccurate or incomplete financial reporting.  Particular attention should be paid to:

(i)financial results that seem inconsistent with the performance of the underlying business;

(ii)transactions that do not seem to have an obvious business purpose; and

(iii)requests to circumvent ordinary review and approval procedures.

The Company’s senior financial officers and other employees working in the finance and accounting department have a special responsibility to ensure that all of the Company’s financial disclosures are full, fair, accurate, timely and understandable.  Any practice or situation that might undermine this objective should be reported to the Compliance Officer.

Employees are prohibited from directly or indirectly taking any action to coerce, manipulate, mislead or fraudulently influence the Company’s independent auditors for the purpose of rendering the financial statements of the Company materially misleading. Prohibited actions include but are not limited to those actions taken to coerce, manipulate, mislead or fraudulently influence an auditor:

(iv)to issue or reissue a report on the Company’s financial statements that is not warranted in the circumstances (due to material violations of U.S. GAAP, generally accepted auditing standards or other professional or regulatory standards);

(v)not to perform audit, review or other procedures required by generally accepted auditing standards or other professional standards;

(vi)not to withdraw an issued report; or

(vii)not to communicate matters to the Company’s audit committee of the Board.

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Employees with information relating to questionable accounting or auditing matters may also confidentially, and anonymously if they desire, submit the information in writing to the Company’s audit committee of the Board.

IX.Company Records

Accurate and reliable records are crucial to the Company’s business and form the basis of its earnings statements, financial reports and other disclosures to the public.  The Company’s records are the source of essential data that guides business decision-making and strategic planning.  Company records include, but are not limited to, booking information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of our business.

All Company records must be complete, accurate and reliable in all material respects.  There is never an acceptable reason to make false or misleading entries.  Undisclosed or unrecorded funds, payments or receipts are strictly prohibited.  You are responsible for understanding and complying with the Company’s record keeping policy.  Contact the Compliance Officer if you have any questions regarding the record keeping policy.

X.Compliance with Laws and Regulations; Insider Trading

Each employee has an obligation to comply with the laws of the cities, provinces, regions and countries in which the Company operates.  This includes, without limitation, laws covering commercial bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, offering or receiving gratuities, employment harassment, environmental protection, occupational health and safety, false or misleading financial information, misuse of corporate assets or foreign currency exchange activities.  Employees are expected to understand and comply with all laws, rules and regulations that apply to your position at the Company.  If any doubt exists about whether a course of action is lawful, you should seek advice immediately from the Compliance Officer.

Employees are prohibited from trading securities while in possession of material nonpublic information, whether of the Company or other companies, and must comply with insider trading and any applicable securities law and the Company’s Statement of Policies Governing Material, Non-Public Information and the Prevention of Insider Trading, regarding securities transactions and handling of confidential information.  Insider trading is both unethical and illegal and will be firmly dealt with by the Company.  Prohibition on insider trading applies to members of the employees’ family and anyone else sharing the home of the employees.  Therefore, employees must use discretion when discussing work with friends or family members, as well as with other employees.

XI.Workplace Environment

A.Discrimination and Harassment

The Company is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment based on race, ethnicity, religion, gender, age, national origin or any other protected class.  For further information, you should consult the Compliance Officer.

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B.Health and Safety

The Company strives to provide employees with a safe and healthy work environment.  Each employee has responsibility for maintaining a safe and healthy workplace for other employees by following environmental, safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.  Violence and threatening behavior are not permitted.

Each employee is expected to perform his or her duty to the Company in a safe manner, free of the influences of alcohol, illegal drugs or other controlled substances. The use of illegal drugs or other controlled substances in the workplace is prohibited.

XII.Violations of the Code; Protection Against Retaliation

All employees have a duty to report any known or suspected violation of this Code, including any violation of laws, rules, regulations or policies that apply to the Company.  Reporting a known or suspected violation of this Code by others will not be considered an act of disloyalty, but an action to safeguard the reputation and integrity of the Company and its employees.

If you know of or suspect a violation of this Code, it is your responsibility to immediately report the violation to the Compliance Officer, who will work with you to investigate your concern.  Any suspected violation of this Code involving an executive officer shall be directed or reported to any of our independent directors on the Board or to the appropriate committee of the Board.  All questions and reports of known or suspected violations of this Code will be treated with sensitivity and discretion.  The Compliance Officer, the Board or the appropriate committee of the Board and the Company will protect your confidentiality to the extent possible, consistent with the law and the Company’s need to investigate your concern.

It is the Company’s policy that any employee who violates this Code will be subject to appropriate discipline, including termination of employment, based upon the facts and circumstances of each particular situation.  Your conduct as an employee of the Company, if it does not comply with the law or with this Code, can result in serious consequences for both you and the Company.

The Company strictly prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations.  An employee inflicting reprisal or retaliation against another employee for reporting a known or suspected violation will be subject to disciplinary action up to and including termination of employment.

XIII.Waivers of the Code

Waivers of this Code will be granted on a case-by-case basis and only in extraordinary circumstances.  Waivers of this Code may be made only by the Board, or the appropriate committee of the Board, and will be promptly disclosed to the public to the extent required by applicable law.

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XIV.Conclusion

This Code contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics.  If you have any questions about these guidelines, please contact the Compliance Officer.  We expect all employees to adhere to these standards.  Each employee is separately responsible for his or her actions.  Conduct that violates the law or this Code cannot be justified by claiming that it was ordered by a supervisor or someone in higher management.  If you engage in conduct prohibited by the law or this Code, you will be deemed to have acted outside the scope of your employment.  Such conduct will subject you to disciplinary action, including termination of employment.

* * * * * * * * * * * * *

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CERTIFICATION OF COMPLIANCE

TO:Compliance Officer

FROM:

RE:Code of Business Conduct and Ethics of SinoTech Energy Limited

I have received, reviewed, and understand the above-referenced Code of Business Conduct and Ethics (the “Code”) and hereby undertake, as a condition to my present and continued employment at or association with SinoTech Energy Limited and/or any of its affiliated entities (collectively, the “Company”), to comply fully with the Code.

I hereby certify that I have adhered to the Code during the time period that I have been associated with the Company.

I agree to adhere to the Code in the future.

Name:

Date

10

EX-12.1

Exhibit 12.1

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Guoqiang Xin, certify that:

1.  I have reviewed this annual report on Form 20-F of SinoTech Energy Limited (the “Company”);

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4.  The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5.  The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other

employees who have a significant role in the Company’s internal control over financialreporting.

Date:	March 31, 2011
By:	/s/Guoqiang Xin
Name:	Guoqiang Xin
Title:	Chief Executive Officer

2

EX-12.2

Exhibit 12.2

CERTIFICATION BY THE CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Boxun Zhang, certify that:

1.  I have reviewed this annual report on Form 20-F of SinoTech Energy Limited (the “Company”);

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4.  The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5.  The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other

employees who have a significant role in the Company’s internal control over financialreporting.

Date:	March 31, 2011
By:	/s/ Boxun Zhang
Name:	Boxun Zhang
Title:	Chief Financial Officer

2

EX-13.1

Exhibit 13.1

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of SinoTech Energy Limited (the “Company”) on Form 20-F for the fiscal year ended September 30, 2010 as filed with the Securities and Exchange commission on the date hereof (the “Report”), I, Guoqiang Xin, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	March 31, 2011
By:	/s/Guoqiang Xin
Name:	Guoqiang Xin
Title:	Chief Executive Officer

EX-13.2

Exhibit 13.2

CERTIFICATION BY THE CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of SinoTech Energy Limited (the “Company”) on Form 20-F for the fiscal year ended September 30, 2010 as filed with the Securities and Exchange commission on the date hereof (the “Report”), I, Boxun Zhang, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 31, 2011
By:	/s/ Boxun Zhang
Name: Boxun Zhang
Title: Chief Financial Officer

EX-15.1

Exhibit 15.1

(formerly known as Grant Thornton)

Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 March 31, 2011 Our reference: NT/AO/114545/GP JBPB & Co. 6th Floor, Sunning Plaza, 10 Hysan Avenue Causeway Bay Hong Kong T +852 2218 3000 F +852 3748 2000 香港銅鑼灣 希慎道10號 新寧大廈6樓 電話+852 2218 3000 傳真+852 3748 2000

Dear Sirs

We have been furnished with a copy of the response to Item 16F as stated in Form 20-F for the event that occurred on January 12, 2011 in relation to change of accountant, to be filed by our former client, SinoTech Energy Limited. We agree with the statements made in response to that Item 16F in Form 20-F insofar as they relate to our Firm.

Yours faithfully

JBPB & Co

Certified Public Accountants