Supplemental Agreement
This
Supplemental Agreement (the “Supplemental Agreement”),
dated August 30, 2009, is made to the Agreement (the “Agreement”), dated March 26,
2009, by and among Oriental Excel Enterprises Limited., a BVI corporation (the
"Oriental" or the “Company”), Xxx. XXX XxxXxx, a
citizen of Hong Kong, and Mr. An Fengbin, a citizen of the PRC. (Individually,
the “Party”, and collectively, the “Parties”).
WHEREAS: Star Blessing
Enterprises Limited (“Star
Blessing”), is a wholly-owned subsidiary of the Oriental, holding 89.4%
equity interest of Andatee China Marine Fuel Services Corporation (“Andatee”), which owns 100%
equity interest of Goodwill Rich International Limited (“Goodwill”), a Hong Kong
company. Dalian Fusheng Consulting Co., Ltd (“Fusheng”, and together with
Andatee, and Goodwill, the “Oriental Subsidiaries”) is a
company established under the laws of PRC, and is a wholly-owned subsidiary of
Goodwill.
WHEREAS: Xxx. XXX WaiChi
agrees to transfer 100% of the Company’s common stock, as equitably adjusted for
any stock splits, stock combinations, stock dividends or similar transactions,,
(the “Transfer Share”)
to Mr. An Fengbin directly in the event the satisfaction of certain
condition(s).
NOW, THRERFORE, in
consideration of the mutual promises of the Parties and the terms and conditions
hereof, the Parties hereby agree as follows:
1,
Amendment to the Agreement.
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1)
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Article
2 of the Agreement will cease to be
effective.
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2)
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Xx.
XXX XxxXxx agrees that Mr. An Fengbin will be entitled to the right of
obtaining the Transfer Share for no consideration upon the satisfaction of
the following condition:
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The net
income reported in the Consolidated Interim Report of Goodwill commencing from
January 1, 2009 to June 30, 2009 is no less than $1.5 million.
2, Counterpart. This Agreement
may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
3, Effectiveness. This
Supplemental Agreement shall become effective as of the date first written
above.
4, Continuing Effect. Except
as otherwise described in this Supplemental Agreement, the terms and conditions
of the Agreement shall remain in full force and effect.
Oriental
Excel Enterprises Limited.
By:
/s/ Xxx XxxXxx
Name: Xxx. XXX XxxXxx
Title: Director
Address: Mill Mall, Suite 6,
Wickhams Cay 1, P0 Box 3085, Road Town, Tortola, British Virgin
Islands
By:
/s/ Xxx XxxXxx
Name:
Xxx. XXX XxxXxx
Address: XXXX 0000, XXXX XX
XXXXX, XXXX XXXX XXXXXX, XXXX XX XXX XXXXXX SHUI NEW TERRITORIES
By:
/s/ An Fengbin
Name:
Mr. An Fengbin
Address: Xx.0 Xxxxxx Xxxxxx, Xxxxxx
Xxxx Xxxx, Xxxxxx Xxxxxxxx, Dalian, Liaoning Province,
P.R.China
