Authorization Agreement
This
Authorization Agreement (this “Agreement”) dated on October
28, 2008, is entered into in Beijing, People’s Republic of China by and among An
Fengbin, a resident of PRC with ID No. of ___________, Xxxx Xx, a resident of
PRC with ID No. of ___________, Xxxx Xxxx, a resident of PRC with ID No. of
___________, and Xxxx Xxx (together with Xxxx Xx and Xxxx Xxxx, the “Minority Shareholders”) a
resident of PRC with ID No. of ___________.
WHEREAS, Dalian Xingyuan
Marine Bunker Co., Ltd. (“Xingyuan”) is a domestic
company with exclusively domestic capital registered in the PRC and is mainly
engaged in the business of producing and selling marine bunker;
WHEREAS, An Fengbin indirectly
holds 72.25% of the equity in Xingyuan;
WHEREAS, Xxxx Xx, Xxxx Xxxx,
and Xxxx Xxx respectively hold 9%, 3%, and 3% of the equity in Xingyuan
;
WHEREAS, Star Blessing Enterprises
Limited (“Star
Blessing”), a BVI company, is a wholly-owned subsidiary of Oriental Excel
Enterprises Limited (“Oriental”), which in turn is a BVI corporation wholly-owned by Xx. XXX WaiChi, a
citizen of Hong Kong; Star Blessing owns 100% equity interest of Goodwill
Rich International Limited (“Goodwill”), a Hong Kong
company.
WHEREAS, Xx. XXX XxxXxx will
sign an Agreement with Mr. An Fengbin and Oriental, and Mr. An Fengbin will be
entitled to the right of acquiring 100% of the common stock of Oriental at no
consideration upon the satisfaction of certain condition(s);
WHEREAS, the Minority
Shareholders authorize An Fengbin to exercise the minority interests and
shareholder’s rights on behalf of them.
NOW,
THEREFORE, in consideration of the mutual promises of the parties and the terms
and conditions hereof, the parties hereby agree as follows:
1,
Authorization of Minority Interests
The
Minority Shareholders hereby agree to irrevocably authorize An Fengbin to
exercise their minority interests on behalf of them and exercise all
shareholders’ rights.
2,
Termination
The
Agreement will be terminated upon Mr. An Fengbin’s acquisition of a 100% of the
equity interests of Oriental and upon transfer of part of the equity interests
of Oriental to the Minority Shareholder in proportion to their equity interests
in Xingyuan.
3.
Settlement of Dispute; Governing Law
3.1 The
Parties shall first strive to settle all disputes regarding interpretation and
enforcement of any provisions of this Agreement through friendly
consultation.
3.2 In
the event the parties fail to settle the disputes through consultation, any
Party may bring such dispute to the Beijing Office of the China International
Economic and Trade Arbitration Commission for a resolution through arbitration
in accordance with its arbitration rules then in force. The place of arbitration
shall be in Beijing. The arbitration proceedings shall be conducted in Chinese.
The arbitral award shall be final and equally binding upon the
Parties.
3.3 This
Agreement shall be interpreted and construed in accordance with the laws and
regulations of the PRC.
4.
Miscellaneous.
4.1 The
headings of this Agreement are for convenience only, and shall not be used to
interpret, explain or otherwise affect the meanings of the provisions of this
Agreement.
4.2 In
the event that one or several of the provisions of this Agreement are ruled
invalid, illegal or unenforceable in any aspect in accordance with any laws or
regulations, the validity, legality or enforceability of the remaining
provisions of this Agreement shall not be affected or compromised in any
respect. The Parties shall strive in good faith to replace such invalid, illegal
or unenforceable provisions with effective provisions, and the economic effect
of such effective provisions shall be as close as possible to the economic
effect of those invalid, illegal or unenforceable provisions.
4.3 Any
Party may waive the terms and conditions of this Agreement, provided that such a
waiver is supplied in writing in Chinese and contains the signatures of the
Parties.
4.4 Any
amendment and supplement of this Agreement shall come into force only after a
written agreement in the English language is signed by all parties. The
amendment and supplement duly executed by all parties shall be part of this
Agreement and shall have the same legal effect as this Agreement.
4.5
Notices or other communications required to be given by any party pursuant to
this Agreement shall be written in Chinese and shall be deemed to be duly given
when they are delivered personally or sent by registered mail, postage prepaid
mail, by a recognized courier service or by facsimile transmission to the
address of the relevant party or parties set forth below.
5. Counterparts
This
Agreement shall have four counterparts, and each party shall each have one
counterpart.
In
witness hereof, the Parties have caused their respective authorized
representatives to execute this Agreement as of the date first written
above.
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Party A: An
Fengbin
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Signature:
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/s/ An Fengbin |
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Party B: Xxxx
Xx
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Signature:
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/s/ Xxxx Xx |
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Party C: Xxxx
Xxxx
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Signature:
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/s/ Xxxx Xxxx |
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Party D: Xxxx
Xxx
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Signature:
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/s/ Xxxx Xxx |
