a >) FF ES EB BEEZ g }OEG CHINA INTERNATIONAL UNITED PETROLEUM & CHEMICALS CO.,LTD. | ARPENDICA ong FORM oF OFFER LETTER [MARCH 20, 2012} EP PETROECUADOR Edificio Alpallana Alpallana E8-86 y Av. 6 de Diciembre (Esquina) P.O. Box: 5007-5008 Quito, Beuador ATTN: The General Manager RE: INVITATION TO BID FOR ORIENTE CRUDE OIL. AND NAPO CRUDE OIL Dear Sirs {China Intemational United Petroleum & Chemicals Co., Ltd] (Pus" or "we") hereby submits this offer letter and the attached documents (collectively, the "BId") in accordance with the terms and conditions provided in your Instructions to Bid addressed to us and dated March 14, 2012 (the "Instructions"). (Our offer to PetroEcuador as outlined in this Bid is as follows: (2) Our Bid includes an offer ofthe following key commercial terms: eon om c PREMIUM EXPRESSED IN WORDS re oS | eomecos . i wp [founeorcneon, /BAURNCDRE cum (IN BARREES) . ars ) FE ESE nv TR A SEE AS ORES CHINA INTERNATIONAL UNITED PETROLEUM & CHEMICALS CO, LTD. PETROECUADOR; (@) Attached as Annex 3.1(6) to ths letter is a mark-up of the [English/Spanish] version of the Contract attached as appendices to the Instructions; (@Auached a Annex 3.1(@) 10 this leter is a summary of our experience {in cooperative projects with China Development Bank; and (©) Attached as Annex 3.1(¢) to this letter is & Power of Attomey as described in section 2.10 of the Instructions. As required by section 3.1(0) ofthe Instructions, and in consideration of our selection as a qualified bidder under the Instructions, we hereby unconditionally agree to all of the General Conditions of Bid set forth section 2 ofthe Instructions. In particular, and for the avoidance of dou, we further relation to the Bid and selection ofa preferred Bidder, and (2) we hereby irovoesbly waive any and all 'PETROECUADOR relating to or arising from the bidding process. ‘laims against Eh Nam Ene: #1 Nom firm that: (1) we will accept any resolutions or decisions made by EP PETROECUADOR in ‘Signed for and on behalf of {China International United Petroleum& Chemicals Co, Ltd] k ye ne: CHEN BO Title: Vice President (1) Annex3.1(6) Q) Annex3.1(6) @) Annex3.1(@) @ Amex3:1@) AL a BT BOHRA TAL ABI 22-4} Mi, 100728 Hee BE-LO-S90KGHIR fEI- 86-10-59966698 CChaoyangmen North Sieet, Chaoyang Distt Beijing 100728,Chins Tel:86-10-59966528 Fax:86-10-59966698,en) EB El an aS DR AS A BR GE AS Joe CHINA INTERNATIONAL UNITED PETROLEUM & CHEMICALS CO.,LTD. (UNIPEC) Annex 3.1b Unipec’s Commercial experience with PE Unipec, China's largest oil trading company, mainly engages in import of crude ojl, import and export of oil products, oil processing for the Sinopec system and various other international oil ‘trading business. In recent years, Unipee were actively involved in the South American market. We have established good cooperative relationships with most South American oil producers and major ‘companies. In 2009, Unipec successfully registered on PE’s counter party list and started to conduct business with EP Pettoecuador (PE), currently, PE has been one of our most important pariners in this region, Unipec is working hard to explore more direct business with PE, and have participated actively on most of its spot and mini term tenders, and In December 26, 2011, UNIPEC won a tender for Oriente Crude from PE. With 13 cargoes loaded successively during the first quarter of this year, the total trading volume between PE arid Unipec has reached 4.68 million bavrels in 2012 already. The contract was implemented very smoothly. During the process, Unipec and PE made important progress in cementing their business ties In the future, Unipec very much look forward to broaden and deepen the strategic partnership with PE. PHLGEITMROMTA AM 22 ACHR. 100728 His 86-10-59966522 4H: 86-10-B9986598 'No22 Chaoyangmen North Suset,Chaoyang Distt, Beijing 100728,PR.China Tel:86-10-59966522, Fax'86-10-59965698bon) FH ER ER Bas a LR RGAE A Jope¢ CHINA INTERNATIONAL UNITED PETROLEUM & CHEMICALS CO,, LTD. (UNIPEC) Annex 3.1¢ ‘Unipec suggestion to-contract clauses 1) Clause Seven: Destination: please change to “ at Sinopec’s option” ; 2) Clause Seventeenth: Miscellaneous: 17.3, please delete “ will prevail--- between two versions” and replace with “English version and Spanish version shall have the same legal effect” ; 3) Clause 22: Acceptance of the parties: please add “of equal validity & legal effectiveness” after “Spanish and English languages”. SbLLER TMT set 22 Ss 100728 Hei 96-10-59966522 4H. 86-10-59966598 'No22 Chaoyangmen North Sues Chaoyang Distit, Bejing 100728,PR China Tel:86-10-59966522 Fax'86-10-59966698L) ERLE se RA AE fope@ CHINA INTERNATIONAL UNITED PETROLEUM & CHEMICALS CO.,LTD. (UNIPEC) Annex 3.1d Strategie between Sinopec and China Development Bank As an integrated state-own energy and chemical group, Sinopec established a strategic partnership with China Development Bank in 2009 in order to achieve win-win results in conducting business ‘abroad. In recent years, Sinopec enhanced its cooperation with CDB for overseas projects in ‘countries such as Brazil and Ghana. In 2010 Sinopec signed an Oil-for-Loan trilateral agreement with CBD and Petrobras. In accordance with the agreement, the Brazilian state-own Oil Company ‘committed to supply crude oil to Unipec, wholly owned trading arm and subsidiary of Sinopec, in ‘exchange for a $10 billion worth of loans from CDB within the following ten years. According to our calculation, currently, Petrobras exports 200kbd (200,000 barrels per day) of oil to Unipee. Besides, Sinopec also signed a Memorandum of Understanding (MOU) with Petrobras to further explore opportunities inthe area of resource exploration, equipment and service. ‘Third year into the implementation of the contract, the cooperation among Sinopec, CDB and Petrobras has proven to be very successful and highly acclaimed by the management of all parties AAs one of the biggest facility agreement every achieved by CDB and its global partner, this case has been the example of this kind cooperative project, we are confident that the tripartite cooperation will help the three parties further strengthen their partnership. We are convinced that both Sinopec and China Development Bank will benefit tremendously from continued cooperation and joint development as we work toward a more mature mode for cooperation, We look forward to working closely with you for more business opportunities in the future, PELE RCHBRER MIRE Lec 22S ABHRs 100728 HRs 86-10-S9966522 HEIs 86-10-5996569R 1No.22 Chaoyanemen North SteetChaoyang Distret, Bejing 100728,PR.China Tel:86-10-59966522 Fax:86-10.59966698ooo) "EEE Ban Ea Ye LA GEE AS Jonee CHINA INTERNATIONAL UNITED PETROLEUM & CHEMICALS CO.,LTD. (UNIPEC) Logistic solution by Unipec ‘Unipee could make full use of its advantage in Petroterminal de Panamé, providing perfect logistic solution for all the trading, co-loading, storage purpose. Petroterminal de Panamé (PTP) is a pipeline designed to transport approximately 860kbpd of crude oil between its connected terminals at the Atlantic and Pacific Coasts of Panama, Unipec could maximum allows to control around ‘93kbpd throughput and dedicated storage capacity at both terminals more than adequate to discharge and load full VLCC’s. PTP is the Hub for foreign erude oil supply to the Pacific Rim that economically offers transportation, storage and blending services to producers, refiners and others, including U.S. West Coast customers. Relying on the PPT advantages, Unipec could explore more opportunities of co-loading of Ecuadorian cargo with crude oil from Caribbean Sea and making adding value of Ecuadorian grades to both Far East market and Sinopec system; we have done twice for co-loaded Castilla from Columbia with Oriente in February and March in 2012. POLAT ATERLT AGM 22S MHF. 100728 HLS: 86-10-69960522 #83Ks 96-10-59966698 1No22 Chooyangmen North Sweet Chaoyang Diswet, Bejing 100728,PR.Ching Tel:86-10-89966522 Fax:86-10-59966698>) HELE Bs ae RA HE al ¢ g }OREG CHINA INTERNATIONAL UNITED PETROLEUM & CHEMICALS CO, LTD. POWER OF ATTORNEY ‘This POWER OF ATTORNEY is made on 20th, March, 2012 By: China International United Petroleum & Chemicals Co. Lid (hereinafter referred to as “the Principal") WHEREAS the Principal intends to enter into the purchase and sales contract of erude oil with EP PETROECUADOR and the four Party Agreement with the Ministry of Finance of Ecuador and CDB (as defined in such Four Party Agreement) NOW THIS DEED WITNESSETH s follows: 1. The Principal hereby appoints Mr. Chen Bo to be the attomey of the Principal to execute, sign, approve, do and make all or any deeds, contracts, agreements, documents, acts or things as may be required on the part of the Principal to enable the Proposal to proceed or in connection therewith, 2. The Principal hereby undertakes to ratify or confirm everything which the Attorney shall lawfully do or purport to do in right of this Power of Attomey and to indermify and keep indemnified the ‘Attomey against all claims, costs, expenses and proceedings which he may suffer or incur asa result thereof. 3. This Power of Attorney and this authority shall be valid till the end of the contract from the date hereof. 4. This Power of Attorney shall be governed by and construed in all respects in accordance with the laws of the People’s Republic of China, PlaL TTA be ARH 6 AF “MGs 100029 HeiRe 86-10-64990923 HER» 86-10-61990300 No.A6,Huixin East Street;haoyang District Beijing 100029,China Te:86-10-64990323 Fax:86-10-64990300