Amendment No. 1 to the Authorization Agreement
Amendment
No. 1 to the Authorization Agreement
This
Amendment No. 1 to the Authorization Agreement, dated as of October 28, 2008
(the “Agreement”), is
dated as of December 23, 2009, 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 a resident of PRC with ID No.
of ____ (together with Xxxx Xx and Xxxx Xxxx, the “Minority
Shareholders”).
RECITALS
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; and
WHEREAS, An Fengbin indirectly
holds 72.25% of the equity in Xingyuan; and
WHEREAS, Xxxx Xx, Xxxx Xxxx,
and Xxxx Xxx hold 9%, 3%, and 3% of the equity in Xingyuan respectively;
and
WHEREAS, Star Blessing
Enterprises Limited (“Star
Blessing”), a BVI company, is a wholly-owned subsidiary of Oriental Excel
Enterprises Limited is a BVI corporation ("Oriental") wholly-owned by Xx.
XXX WaiChi, a citizen of Hong Kong; Star Blessing owns 100% equity interest of
Goodwill Rich International Limited, a Hong Kong
company, and
WHEREAS, under the terms of
the Agreement, 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, receipt and sufficiency is acknowledged by the parties hereto, the
parties hereby agree as follows:
Section 1. Rights of Minority
shareholders of the Agreement is hereby amended and restated to read in
its entirety 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. Further, upon Mr. An Fengbin’s acquires 100%
of the equity interests in Oriental, the Minority Shareholders shall be entitled
to the right to acquire equity interests in Oriental in accordance with the
respective pro rata ownership according to their respective pro rata ownership
of Xingyuan.”
In
witness hereof, the parties have executed Amendment No. 1 as of the date first
written above.
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Party A: An
Fengbin
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Signature:
/s/ An
Fengin
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Party B: Xxxx
Xx
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Signature: /s/ Xxxx
Xx
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Party C: Xxxx
Xxxx
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Signature:
/s/ Xxxx
Xxxx
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Party D: Xxxx
Xxx
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Signature:
/s/ Xxxx
Xxx
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