8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 7, 2010

XTREME LINK, INC.

(Exact name of small business issuer as specified in its charter)

NEVADA	333-148098	20-5240593
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

1 Xingqing Road, Cuiting Plaza, Suite 2201

Xi’an, Shaanxi Province

People’s Republic of China 710032

 (Address of Principal Executive Offices)

(86) 29-83213199

(Issuer Telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Forward Looking Statements

This Current Report on Form 8-K (“Form 8-K”) and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant’s management as well as estimates and assumptions made by the Registrant’s management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant’s management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this report entitled “Risk Factors”) relating to the Registrant’s industry, the Registrant’s operations and results of operations and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although the Registrant believes that the expectations reflected in the forward looking statements are reasonable, the Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with the Registrant’s pro forma financial statements and the related notes filed with this Form 8-K.

Item 1.01    Entry into a Material Definitive Agreement

As more fully described in Item 2.01 below, on September 7, 2010, Xtreme Link, Inc. (“the Registrant”), executed a share exchange agreement (the “Exchange Agreement”) by and between Orient New Energy Investments Limited, a British Virgin Islands investment holding company (“Orient”), and the holders of 100% of Orient’s issued and outstanding capital stock (the “Orient Stockholders”), on the one hand, and the Registrant and Hong Gao (“Ms. Gao”) on the other hand. A copy of the Exchange Agreement executed by the parties is included as Exhibit 2.1 and filed with this current report on Form 8-K.

Orient owns 100% of Orient New Energy Holdings Limited, a Hong Kong investment holding company (“Orient Hong Kong”), which in turn owns 100% of Orient New Energy Xi’an Ltd., a limited liability company organized in the People’s Republic of China (“PRC” or “China”) and a wholly foreign-owned enterprise under PRC laws (“Orient Xi’an”). Orient Xi’an has entered into a series of contractual arrangements with Xi’an Orient Petroleum Group Co., Ltd., a PRC limited liability company (“Orient Petroleum”). The contractual arrangements are discussed below in Item 2.01 under the section titled “Description of Business – Relationships with Orient Petroleum and its Owners.”

At the closing of the Exchange Agreement (the “Closing”), which occurred on September 7, 2010 (the “Closing Date”), the Registrant issued 27,100,000 shares of its common stock to the Orient Stockholders in exchange for 100% of the capital stock of Orient (the “Exchange”). Concurrently, Ms. Gao cancelled 13,250,000 shares of the Registrant’s common stock held by her, which constituted 82.04% of the Registrant’s issued and outstanding common stock immediately prior to the Closing. Immediately after the Closing, the Registrant had a total of 30,000,000 shares of common stock issued and outstanding, with the Orient Stockholders owning approximately 90.33% in the aggregate, and the balance held by those who held the Registrant’s common stock prior to the Closing. Prior to the Exchange, the Registrant was a public reporting “shell company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result of the Exchange, the Orient Stockholders became the Registrant’s controlling shareholders and Orient became the Registrant’s wholly-owned subsidiary, and the Registrant acceded to the businesses and operations of Orient, which are conducted by Orient Petroleum in China. Throughout this Form 8-K, Orient, Orient Hong Kong, Orient Xi’an and Orient Petroleum are sometimes collectively referred to as “Orient Petroleum Group.”

Terms and Conditions of the Share Exchange Agreement

The following is a brief description of the terms and conditions of the Agreement that are material to the Registrant:

Issuance of Common Stock. On the Closing Date, the Registrant shall issue 27,100,000 shares of its common stock to the Orient Stockholders in exchange for 100% of the issued and outstanding capital stock of Orient.

Cancellation of Common Stock. On the Closing Date, Ms. Gao shall return all of the shares of the Registrant’s common stock held by her to the Registrant for cancellation.

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Change in Management. In connection with the Exchange, and as more fully described in Item 5.02 below, Terry Hahn, the Registrant’s sole executive officer immediately prior to the Exchange, shall resign, and Anping Yao shall be appointed as the Registrant’s new chief executive officer, and Bin Fu shall be appointed as the Registrant’s new chief financial officer and secretary, effective at the Closing. Additionally, Mr. Hahn, as the Registrant’s sole director immediately prior to the Exchange, shall resign from the Registrant’s board of directors, and Anping Yao and Yan Tian shall be appointed to replace him, effective at Closing, with Mr. Yao as chairman of the board of directors.

Item 2.01    Completion of Acquisition or Disposition of Assets

On September 7, 2010, the Registrant consummated the Exchange referenced in Item 1.01 of this Form 8-K, and acquired 100% of the capital stock of Orient. As a result, the Registrant acquired control of the businesses and operations of Orient Petroleum Group, which are conducted in China by Orient Petroleum and controlled by Orient Xi’an through contractual arrangements between Orient Xi’an and Orient Petroleum. The description of the material terms and conditions of the Exchange Agreement as described in Item 1.01 above is incorporated herein by reference.

The Exchange Agreement and the transactions contemplated thereunder were approved by the Registrant’s board of directors, as well as Orient’s board of directors and the Orient Stockholders. Except for the Exchange Agreement and the transactions contemplated thereunder, neither the Registrant nor its sole officer and director serving immediately prior to the consummation of the Exchange had any material relationship with Orient or any Orient Stockholder.

As a result of the Exchange, the Registrant’s principal business is now that of Orient Petroleum Group, as more fully described below. The information provided hereinafter in this Item 2.01 with respect to Orient Petroleum Group is intended to comply with the disclosure requirements of Form 10 prescribed under the Exchange Act.

DESCRIPTION OF BUSINESS

Except as otherwise indicated by the context, references to “we”, “us” or “our” hereinafter in this Form 8-K are to the combined business of Orient Petroleum Group, except that references to “our common stock”, “our shares of common stock” or “our capital stock” or similar terms shall refer to the common stock of the Registrant.

Overview

Orient Petroleum Group is engaged in two energy-related business segments in China, the wholesale distribution of finished oil products and the operation of retail gas stations. Our wholesale business currently covers eight provinces, and includes gasoline, diesel and methanol gasoline supplied to us by various petroleum distributors and refineries in Shaanxi Province. We maintain three sales offices in Shaanxi Province where the majority of our current customers are concentrated. We own one oil storage depot and lease another one, both located in Xi’an, the capital of Shaanxi Province. We also have access to a 7-kilometer dedicated railway line at one of our depots, which connects to state-owned railway. Tanker trucks deliver our products from our other depot throughout Shaanxi Province and beyond. We are one of 19 non-state-owned distributors in Shaanxi Province that are licensed to sell finished oil products. We distributed 211,476.61 metric tons, 178,997.61 metric tons and 141,686.83 metric tons of finished oil products in our fiscal years ended March 31, 2010, 2009 and 2008, respectively, and 55,194.02 metric tons and 52,152.10 metric tons in the three months ended June 30, 2010 and 2009, respectively. We plan to grow our wholesale business by expanding our distribution coverage of both existing and new markets.

We are also a retail distributor of all grades of gasoline and diesel, and currently operate 13 retail gas stations in Shaanxi Province, the majority of which are located in Xi’an. The average annual sales volume of each gas station is 3,153.8 metric tons for our fiscal year ended March 31, 2010, 2009 and 2008. We plan to continue to expand our portfolio of retail gas stations through leasing arrangements or acquisitions, and are continuously looking for high-traffic locations within and outside of Xi’an.

Our net sales and net income for the three months ended June 30, 2010 and 2009, and for the years ended March 31, 2010, 2009 and 2008, are as follows (amounts in million):

	Three months ended June 30,				Years ended March 31,
	2010		2009		2010		2009		2008
	(unaudited)
Net Sales	$	52.6	$	39.3	$	173.7	$	142.6	$	95.6
Net Income	$	5.6	$	3.5	$	17.3	$	9.9	$	7.3

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The selling price and the cost basis of our products, however, are largely dependent on the price of crude oil. The Chinese government has control on the sales price of finished oil products and the price of crude oil.

Corporate Organization

Orient is an investment holding company established in British Virgin Islands on November 28, 2008. Other than holding 100% of the outstanding equity interests of Orient Hong Kong, Orient has no separate operations of its own.

Orient Hong Kong is an investment holding company established in Hong Kong Special Administrative Region on March 12, 2009. Other than holding 100% of the outstanding equity interests of Orient Xi’an, Orient Hong Kong has no separate operations of its own.

Orient Xi’an is a limited liability company organized in the PRC on July 30, 2010, with registered capital of $16 million, 15% of which is required to be paid within 90 days from the date of organization and the balance of which is due within two years from the issuance date of its business license. Because all of its outstanding equity interests are held by Orient Hong Kong, Orient Xi’an is deemed a wholly foreign owned enterprise, or WFOE, under applicable PRC law. The principal purpose of Orient Xi’an is to manage, hold and own rights in and to the businesses, operations and profits of Orient Petroleum, which it does through a series of contractual arrangements.

Orient Petroleum is a limited liability company organized in the PRC on December 4, 1996, with registered capital of 500,000 Renminbi (“RMB”). The registered capital was subsequently increased, and is currently RMB 100 million, all of which has been fully paid by its owners. Orient Petroleum has three equity owners, including Anping Yao (92%), who has been appointed as the Registrant’s chief executive officer and chairman of the board of directors in connection with the Exchange referenced in Item 1.01 of this Form 8-K. All of our business operations are conducted by Orient Petroleum, for which it has the necessary licenses, permits and approvals.

Orient Petroleum and its three owners entered into contractual arrangements with Orient Xi’an on August 12, 2010. Concurrently, the owners entered into an entrustment agreement and a call option agreement with Jia Rosales Yao, a Philippines passport holder and the sole shareholder of Ultimate Sino Holdings Limited, a British Virgin Islands company and the majority shareholder of Orient (“Ultimate”). Through these two agreements, the owners acquired control of, and have the right to acquire 100% ownership of Ultimate, thereby achieving indirect control of Orient and establishing common control between Orient and Orient Petroleum.

Contractual Agreements with Orient Petroleum and its Owners

We do not own any equity interests in Orient Petroleum, but control and receive the economic benefits of its business operations through contractual arrangements. According to the Catalogue for the Guidance of Foreign Investment Industries jointly issued by State Development and Reform Commission and Ministry of Commerce on October 31, 2007, the wholesale of petroleum products and the operation of gas stations falls within the category of restricted foreign investment industries, and a foreign investor (including a WFOE) can only hold a minority ownership interest in a PRC company engaged in wholesale of petroleum products or that has 30 or more gas stations. In order to comply with such domestic ownership requirements, we have, through Orient Xi’an, a series of exclusive contractual agreements with Orient Petroleum and its owners (the “Owners”). Through these contractual arrangements, we have the ability to, among other things, substantially influence Orient Petroleum’s business operations, policies and management and to approve all matters requiring owner approvals, and we have the right to include 100% of the annual net income earned by Orient Petroleum as part of our combined financial statements.

We have been advised by our PRC counsel, Allbright Law Offices in Shanghai, that the contractual arrangements constitute valid and binding obligations of the parties of such agreements. Each of the contractual arrangements and the rights and obligations of the parties thereto are enforceable and valid in accordance with the laws of the PRC. The contractual arrangements, as currently in effect, are comprised of the following:

Consulting Services Agreement.  Pursuant to the consulting services agreement, Orient Xi’an shall provide Orient Petroleum with general consulting services relating to its business operations, human resources and business development on an exclusive basis.  Additionally, Orient Xi’an shall own any intellectual property rights that are developed during the course of providing these services.  Orient Petroleum shall pay a quarterly consulting service fee in RMB equal to its net income for such quarter to Orient Xi’an.  The consulting services agreement is in effect unless and until terminated by written notice of either party in the event that: (a) the other party causes a material breach of the agreement, provided that if the breach does not relate to a financial obligation of the breaching party, that party may attempt to remedy the breach within 14 days following the receipt of the written notice; (b) the other party becomes bankrupt, insolvent, is the subject of proceedings or arrangements for liquidation or dissolution, ceases to carry on business, or becomes unable to pay its debts as they become due; (c) Orient Xi’an terminates its operations; (d) Orient Petroleum’s business license or any other approval for its business operations is terminated, cancelled or revoked; or (e) circumstances arise which would materially and adversely affect the performance or the objectives of the agreement.  Additionally, Orient Xi’an may terminate the agreement without cause.

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Operating Agreement.  To ensure that Orient Petroleum is able to perform its obligations under the consulting services agreement, the operating agreement provides that Orient Petroleum may not engage in any transactions that could materially affect its assets, liabilities, rights or operations without Orient Xi’an’s prior consent, including without limitation, incurrence or assumption of any indebtedness, sale or purchase of any assets or rights, incurrence of any encumbrance on any of its assets or intellectual property rights in favor of a third party or transfer of any agreements relating to its business operation to any third party. Additionally, Orient Petroleum must abide by the corporate policies set by Orient Xi’an in connection with its daily operations, financial management and personnel, and the Owners must appoint Orient Xi’an’s nominees as directors and senior executives of Orient Petroleum. Orient Petroleum also agrees to pledge all of its assets to Orient Xi’an. In return, Orient Xi’an agrees to guarantee Orient Petroleum’s contractual performance of their agreements with any third party. The term of this agreement is 20 years unless sooner terminated upon a 30-day written notice from Orient Xi’an or by any other agreements reached by all parties.  The term may be extended only upon Orient Xi’an’s written confirmation prior to the expiration of the agreement, with the extended term to be mutually agreed upon by the parties.

Equity Pledge Agreement.  To further guarantee Orient Petroleum’s performance of its obligations under the consulting services agreement and to provide Orient Xi’an with an additional enforcement mechanism of its rights thereunder, the Owners agree, under the equity pledge agreement, to pledge all of their equity interests in Orient Petroleum to Orient Xi’an. During the term of the agreement, which shall expire two years from the fulfillment of Orient Petroleum’s obligations under the consulting services agreement, Orient Xi’an shall be entitled to all dividends declared on or paid to the pledged equity interests, and the Owners shall not dispose of the pledged equity interests or take any actions that would prejudice Orient Xi’an’s interest. Additionally, if Orient Petroleum or the Owners breach their respective contractual obligations, Orient Xi’an, as pledgee, shall be entitled to certain rights, including, but not limited to, the right to vote with, control and sell the pledged equity interests.  The Owners also grant Orient Xi’an an irrevocable power of attorney to carry out the security provisions of the equity pledge agreement, to take effect automatically upon the occurrence of any event of default. Under Article 226 of The PRC Property Law, the pledge of the pledged equity interests shall take effect upon registration of the pledge with the relevant Administration for Industry and Commerce. Prior to such registration, Orient Xi’an shall be entitled to enforce the terms of equity pledge agreement under The PRC Contract Law.

Voting Rights Proxy Agreement.  To facilitate Orient Xi’an’s exercise of its rights under the operating agreement, the Owners irrevocably grant Orient Xi’an, pursuant to the voting rights proxy agreement, the right to exercise all their voting rights as owners of Orient Petroleum.  This agreement may not be terminated without the unanimous consent of all parties, except that Orient Xi’an may terminate the agreement with or without cause upon 30-day written notice to the Owners.

Option Agreement.  In the event PRC law should change in the future so as to allow Orient Xi’an to hold Xi’an Petroleum’s equity interests directly, Orient Xi’an shall be able to do so under the option agreement, pursuant to which the Owners irrevocably grant Orient Xi’an or its designee an exclusive option to purchase all or part of the equity interests in Orient Petroleum for the cost of the Owners’ original contributions to Orient Petroleum’s registered capital or the minimum amount of consideration permitted by applicable PRC law.  Orient Xi’an or its designee has sole discretion to decide when to exercise the option, whether in part or in full.  The term of this agreement is ten years from August 9, 2010, and may be extended prior to its expiration by written agreement of the parties.

As a result of the foregoing contractual arrangements, we are considered the primary beneficiary of Orient Petroleum. Accordingly, we combine its results, assets and liabilities in our financial statements.

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Post-Exchange Corporate Structure

The following diagram illustrates our corporate structure after the Closing of the Exchange:

(1) From and after the Exchange, the management of the Registrant includes: Anping Yao as chairman of the board of directors and chief executive officer, Bin Fu as chief financial officer and secretary, and Yan Tian also as a director.

(2) The management of Orient is comprised of Jia Rosales Yao as its managing director. The Registrant is the sole shareholder of Orient.

(3) The management of Orient Hong Kong is comprised of Jia Rosales Yao as its managing director. Orient is the sole shareholder of Orient Hong Kong.

(4) The management of Orient Xi’an is comprised of Anping Yao as its executive director. Orient Hong Kong is the sole shareholder of Orient Xi’an, and as such, Orient Xi’an is a wholly-foreign owned enterprise or WFOE.

(5) Orient Xi’an controls Orient Petroleum through contractual arrangements, including a consulting services agreement, operating agreement, equity pledge agreement, voting rights proxy agreement and option agreement.

(6) The management of Orient Petroleum includes: Anping Yao as chairman, Gongping He as vice president of operations, Ruike Yuan as vice president of administration, Xuewu Chen as vice president of sales, Na Li as vice president of financial affairs, Yadong Ma as services manager and Yong Yang as sales manager. As of the date of this current report: Mr. Yao, Xi’an Sea Petroleum & Chemical Co., Ltd., and Songling Tian own 92%, 5% and 3% of Orient Petroleum, respectively.

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Our Business Operations

Wholesale Distribution of Finished Oil Products

We sell on a wholesale basis finished oil products including gasoline, diesel and methanol gasoline. Gasoline and diesel represent the majority of finished oil products consumed, with automobiles as the most important driver of gasoline consumption. Diesel and methanol gasoline are mainly used in agricultural machines and other vehicles with the appropriate engines. Wholesale distribution of finished oil products accounted for approximately 71.63% and 75.37% of our net sales for the three months ended June 30, 2010 and 2009, respectively, and approximately 72.89%, 76.48% and 76.19% of our net sales for fiscal years ended March 31, 2010, 2009 and 2008, respectively.

Customers

We currently have over 200 wholesale customers, among which more than 180 are located within Shaanxi Province. For the three months ended June 30, 2010 and 2009, our top five wholesale customers collectively represented approximately 20.5% and 10.9% of our net sales, respectively. For fiscal years ended March 31, 2010, 2009 and 2008, our top five wholesale customers collectively represented approximately 12.8%, 17.9% and 16.2% of our net sales, respectively. For the three months ended June 30, 2010, one customer, Changzhi Zhengrui Petro-Chemical Co., Ltd., accounted for 13% of our total sales.

We enter into supply contracts with our wholesale customers that are typically between one and three years in length and that require the customers to purchase a minimum amount of specified oil products at market price during each year of the contract. Payments are due upon order. Customers may take delivery of their purchases at our depots or pay us to deliver them to their locations.

Sales and Marketing

Our wholesale distribution network currently covers eight provinces, including Shaanxi, Sichuan, Henan, Shanxi, Gansu, Inner Mongolia, Hubei and Ningxia. We currently employ 18 full-time salespersons in three sales offices located in Shaanxi Province. We chose the locations of our sales office locations based on their proximities to the majority of our customers and suppliers. As our business expands, we intend to further expand our sales network and develop more sales channels. We plan to increase our sales volume through increasing our distribution footprint in both existing and new market (such as increasing the number of salespersons and establishing more regional sales offices).

We do not offer discounts to our customers as the price of our products is primarily determined by market price and subject to price cap set by the provincial government. However, customers who purchase a large amount of products may enjoy the priority of supply from us in case of oil shortage.

Competition

Although barriers to entry in our industry are high due to stringent licensing requirements and the need for significant storage capacity, we face competition from both state-owned and non-state-owned companies based in Shaanxi Province and elsewhere that engage in wholesale distribution of finished oil products. In addition to state-owned petroleum enterprises such as China Petroleum & Chemical Corporation, also known as “SINOPEC” and PetroChina Company Limited, there are currently 19 non-state-owned enterprises (including us) in Shaanxi Province licensed to distribute finished oil products. Of the non-state-owned enterprises, seven of them currently distribute finished oil products similar to ours, including Shaanxi Dongda Petro-Chemical Co., Ltd., China Integrated Energy, Inc. and Shaanxi Zhonglian Petroleum Co., Ltd. Many of our competitors may have greater financial resources, sales resources, storage capacity and transportation capacity than we do, and may have exclusive supply and purchase arrangements with suppliers as a result of long-term relationships.

We believe we have the following advantages over our competitors:

● Mature operational infrastructure. We were one of the first non-state-owned enterprises to engage in the wholesale distribution of finished oil products in Shaanxi Province. During the past 20 years, we have gradually built up our operational infrastructure, including extensive distribution channels, two oil storage depots and convenient access to strategic railway lines. We also have the relevant licenses to conduct our wholesale distribution business, which are becoming increasingly difficult for new entrants to our industry to obtain.

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● Established customer relationships. We have been in the wholesale finished oil business for almost 20 years since the incorporation of our predecessor Xi’an Lianhu Petroleum Chemical Co., Ltd. in 1991. We focus on customer satisfaction and believe that we have consistently provided high quality products and services to our customers. With our business approach to achieve a consistent increase of sales volume while improving our administrative efficiency, we began referring our smaller customers to purchase from our larger customers that we have established long-term relationships with. As a result, our number of wholesale customers has decreased from 448 in fiscal 2008 to 222 in fiscal 2010 while our sales volume has increased over the same period of time.

● Stable supply source. Shaanxi Yanchang Petroleum (Group) Co., Ltd. (“Yanchang Group”), one of the four largest crude oil and gas exploration enterprises in China with over 10 million metric tons of refinery capacity, is our largest oil supplier. We also maintain good relationships with other state-owned oil suppliers such as PetroChina and China National Offshore Oil Corporation.

● Railway access. We benefit from our dedicated railway line connecting one of our oil depots to Shaanxi Province’s main railway. We stopped using the railway line for our other depot, however, because the loading capacity at the depot does not meet current requirement of the PRC Ministry of Railways. We are trying to obtain the necessary governmental approval to use the railway line, but we cannot give assurance that such approval will be issued.

● Storage capability. We have an aggregate oil depot storage capacity of 18,000 m 3 (approximately 4.8 million gallons). Aside from large upfront capital requirements, new entrants to this industry must also have significant storage capacity to be able to compete, which is a barrier to entry for new competitors.

Operating Licenses

We hold a Certificate for Wholesale Distribution of Finished Oil (the “Wholesale License”), granted by the PRC government.  The Wholesale License allows us to sell our products to wholesale customers and other users of gasoline, kerosene and diesel, and must be renewed every 5 years.  We hold this license at the discretion of the PRC government.  We also hold a Dangerous Chemical Distribution License (the “DCD License”) that allows us and our personnel to handle and transport gasoline and diesel oil. The DCD License is renewable upon expiration. The Constitution of the PRC states that all mineral and oil resources belong to the State.  Therefore, without these licenses, we would not be able to sell our products.

Operation of Retail Gas Stations

In addition to our wholesale distribution of finished oil products, we also sell gasoline and diesel directly to end users through the retail gas stations that we operate.

We currently operate 13 retail gas stations, 10 of which are located in Xi’an and the other three are located in nearby municipalities. All stations sell gasoline and diesel. Our customers include automobile, bus and truck drivers. The number of employees at each gas station varies from 11 to 20. We own two of the gas stations (excluding their related land use rights) and operate the other 11 on 10-15 years renewable leases that also give us full management and operational rights during their terms. Our lessors pay the expenses in connection with land use rights and annual inspection of operating licenses for the leased gas stations. The operating licenses for two of the leased gas stations are transferred to us during the duration of the leases, which we will transfer back to the lessors upon termination of lease. Our gas stations are located at streets and highways with heavy traffic volumes, and are open 24 hours a day. We also have road tankers that transport products from our oil depot to our gas stations.

Retail gas sales at our gas stations accounted for approximately 28.61% and 24.80% of our net sales for the three months ended June 30, 2010 and 2009, and approximately 27.37%, 23.74% and 24.08% of our net sales for fiscal years ended March 31, 2010, 2009 and 2008, respectively.

Competition

We face competition from both state-owned and private retail gas station operators. Such companies may have greater financial resources, sales resources, storage capacity and transportation capacity than we do, and may have exclusive supply and purchase arrangements with suppliers as a result of long-term relationships. We also face competition from international energy companies such as Royal Dutch Shell, which currently operates 41 gas stations in Shaanxi Province.

We believe we have the following advantages over our retail gas station competitors:

● Location of gas stations. Our retail gas stations are geographically concentrated so that we are able to oversee their daily operations, and in high-trafficked areas for steady customer source.

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● Flexible pricing strategy. Although the prices of finished oil products are subject to government control, we can adjust our retail pricing within the government price limit based on supply and demand conditions as well as the local economy.

Operating Licenses

In addition to business licenses issued by the municipal Administration for Industry and Commerce, each of our retail gas station holds a renewable Operating License for Hazardous Chemical (the “Hazardous Chemical License”) and a renewable Operating License for Retail Sale of Finished Oil (the “Retail License”) that allows us to sell gasoline, kerosene and diesel. Both licenses are subject to annual inspections - the Hazardous Chemical License by the provincial Administration of Work Safety and the Retail License by the provincial Department of Commerce - and failure to pass the annual inspection may lead to their revocations.

Suppliers

We purchase gasoline, diesel, naphtha (primarily used as addictive for methanol), methanol and gasoline addictives from various petroleum refineries and suppliers in Shaanxi Province. We enter into one-year contracts with our suppliers that require us to purchase a minimum amount of specified oil products at market price during the year, which are delivered to our depots through ground transportation. Our contracts with our suppliers also require payment before delivery.

Our largest suppliers for the year ended March 31, 2010, by product type, are as follows:

Type of Product	Name of Supplier	% of Total Purchase
Gasoline	Shaanxi Yanchang Petroleum (Group) Co., Ltd.		57.38
Diesel	Shaanxi Yanchang Petroleum (Group) Co., Ltd.		57.38
Naphtha	Huawei Commerce Co., Ltd.		100.00
Methanol	Yulin Gas Chemical Co., Ltd.		100.00
Gasoline Addictives	Xi’an Putian Petroleum Co., Ltd.		100.00

While we are dependent on these suppliers for our finished oil products, we are always seeking other supply sources and believe that we can find alternative suppliers with comparable terms within a reasonable amount of time without any significant disruption in our operations.

Storage

We currently use two oil storage depots, both located in Xi’an, which in the aggregate have the capacity to store approximately 4.8 million gallons of finished oil. We acquired one of the depots from a private petroleum company for RMB 20.5 million in 2005. We lease the other depot for RMB 650,000 a year under a 15-year renewable lease. Both depots are facilitated with oil tanks, flow-lines, weighing machines and loading platforms. One of our oil storage depots also has access to a 7-kilometer dedicated railway line which connects to the main railway. Oil is currently delivered to and from the other depot by tanker trucks.

Research and Development

We are currently researching and developing a methanol-based substitute for automobile gasoline. However, we cannot provide assurance that this or any project that we may conduct in the future will ultimately be successful or commercially viable. Additionally, intellectual property rights and confidentiality protections in China may not be as effective as in the United States or other countries, and we cannot provide assurance that we will be able to meaningfully protect our rights in connection with our research and development.

For the years ended March 31, 2010, 2009 and 2008, we spent $29,473.31, $36,841.64 and $22,104.98, respectively, for research and development.  We did no incur research and development expenses during the three months ended June 30, 2010 and 2009.

Intellectual Properties

The Company currently does not own any intellectual properties.

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Government Regulations

Finished Oil Distribution

Prior to 2006, significant gaps existed in the laws and regulations pertaining to the finished oil industry, and the relevant rules for this industry were, to some extent, inconsistent and subject to the discretion of the relevant government authorities.

In 2006, greater specificity was added to the rules for commercial activities in the finished oil industry with the enactment of the Measures on the Administration of the Finished Oil Market (promulgated on December 4, 2006 by the PRC Ministry of Commerce (“MOFCOM”) and effective as of January 1, 2007), or the Measures. This regulation provides comprehensive details on the finished oil wholesale and resale application procedures, qualification requirements, and rules for annual inspections. Enterprises (foreign or domestic-funded) meeting certain requirements can submit applications to the MOFCOM for a certificate of approval to conduct gasoline and diesel (including bio-diesel) wholesale, retail and storage businesses.

The first step required in applying to engage in the wholesale of finished oil is a preliminary examination by the provincial MOFCOM where the enterprise is located. Thereafter, the provincial MOFCOM will forward the application materials together with its opinions on the preliminary examination to the MOFCOM, which will then decide on whether to grant the Certificate of Approval for the Wholesale of Finished Oil.

An enterprise applying to engage in the finished oil wholesale business must, among other requirements, possess the following:

(i) long-term and stable supply of finished oil;

(ii) a legal entity with a registered capital of no less than RMB 30 million;

(iii) a finished oil depot, which shall have a capacity not smaller than 10,000 m 3 , conforming to the local urban and rural planning requirements, and be approved by other relevant administrative departments; and

(iv) Facilities for unloading finished oil such as conduit pipes, special railway lines, and transportation vehicles with a capacity of 10,000 metric tons or more to transport refined oil on the highway or over water to ports.

In practice, it has become increasingly difficult for enterprises (particularly foreign-funded enterprises) to meet the third requirement above. As both the number of available oil depots and state land and resources are reaching full capacity, it is becoming increasingly difficult to procure a finished oil depot with a capacity not smaller than 10,000 m 3.

The application procedure for the retail of finished oil is similar to that for wholesale except that the preliminary examination takes place at the administrative department for commerce at the municipal level, and the certificate of approval is issued at the provincial level.

An enterprise applying to engage in the finished oil retail business must, among other requirements, possess the following:

(i) long-term and stable channels to finished oil supply and a supply agreement with an enterprise that has been qualified to engage in the wholesale business of finished oil for a period of three years or more in line with its business scale;

(ii) qualified professional and technical personnel to handle inspections, metrology, storage and fire safety and the safe production of finished oil; and

(iii) gas stations designed and built to comply with the relevant national standards and approved by the relevant administrative department.

Enterprises possessing certificates of approval are subject to annual inspection by the relevant provincial MOFCOM which will review:

(i) the execution and performance of finished oil supply agreements;

(ii) the operation results of the enterprise for the previous year;

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(iii) whether the enterprise and its supporting facilities are in compliance with the technical requirements under the Measures; and

(iv) The current measures, among other measures, being taken by the enterprise regarding quality control, metrology, fire safety, security and environmental protection.

If we pass the annual inspection, the certificates of approval we hold will continue to be valid. An enterprise failing an annual inspection will be ordered to rectify all deficiencies within a certain time limit by the MOFCOM and/or its provincial branches. If such deficiencies have not been rectified within the specified time limit, its certificates of approval shall be revoked by the original issuing authority.

We currently are in full compliance with the Measures, and hold valid operating licenses to conduct our businesses. However, we cannot provide assurance that we will not fail to satisfy the above mentioned requirements in the future.

Pricing for Finished Oil

The PRC National Development and Reform Commission (“NDRC”) regulates domestic oil prices as part of its macro-management over the economy in order to control dramatic fluctuations in oil prices.

The Administrative Measures on Oil Prices ( trial implementation ), or the Price Measures, promulgated by the NDRC on May 7, 2009 stipulates that the NDRC will adjust domestic finished oil prices when the international market price for crude oil changes more than four percent over 22 consecutive working days. By contrast, crude oil prices are determined solely by enterprises engaging in this industry.

The NDRC adjusts domestic finished oil prices by modifying the retail price cap for gasoline and diesel in all provinces, autonomous regions, and directly administered municipalities. Thereafter, the administrative authorities at the provincial level adjust the wholesale price caps by deducting RMB 30 per metric ton from the corresponding retail price caps. Where there are no specific contractual arrangements for a supplier’s delivery to a retailer, the wholesale price caps may be further deducted to take into account the retailer’s transportation cost among other expenses.

The Price Measuresstipulate that the domestic finished oil prices shall be calculated according to the normal profit rate for refiners when the crude oil price on the international market is lower than $80 per barrel. When the international crude oil market price exceeds $130 per barrel, the NDRC will adopt certain fiscal and tax policies to ensure the continuing production and supply of refined oil products. Further, gasoline and diesel prices will only be increased slightly (if at all) in consideration of manufacturers and consumers, as well as the stability of the national economy.

The exact formula for calculating finished oil prices domestically has not been published. However, the NDRC has stated that such formula is based on the weighted average of the international market prices, together with the average domestic processing costs, taxes, fees incurred in distribution channels, and suitable profits for refiners. Moreover, the NDRC adjusts the cost index seasonally in accordance with the actual situation with respect to prices.

According to the Price Measures, Shaanxi Province Price Control Administration shall be responsible for setting the retail price cap of gasoline and diesel oil in Shaanxi Province. We are allowed, subject to the retail price cap set by the provincial government, to determine the retail price of gasoline and diesel products sold at our gas stations.

Environmental Protection

The relevant PRC governmental authorities set national and local environmental protection standards, as well as examine and issue approvals on environmental aspects of different stages of various projects. We are required to file an environmental impact statement, or in some cases, an environmental impact assessment outline, to obtain such approvals. The filing must demonstrate that the project in question conforms to applicable environmental standards. Generally speaking, environmental protection bureaus will issue approvals and permits for projects using modern pollution control measurement technology.

The PRC national and local environmental laws and regulations impose fees for the discharge of waste substances above prescribed levels, require the payment of fines for serious violations and provide that the PRC national and local governments may, at their own discretion, close or suspend any facility which fails to comply with orders requiring it to cease or improve operations causing environmental damage.

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In accordance with the requirements of the environmental protection laws of the PRC, we have installed the necessary environmental protection equipment, adopted advanced environmental protection technologies, established responsibility systems for environmental protection, and reported to and registered with the relevant local environmental protection department.

Dangerous Chemicals

PRC laws and regulations on dangerous chemicals require that a Dangerous Chemical Distribution License, or the DCD License, be obtained for all companies that handle and transport dangerous chemicals. We obtained the DCD License in May 24, 2010, which will expire on December 31, 2012. It can thereafter be renewed upon application.

Foreign-invested Enterprises Engaging in Oil-related Businesses

Under the Catalogue of Industries for Guiding Foreign Investment, jointly promulgated by the MOFCOM and the NDRC on October 31, 2007 and effective as of December 1, 2007, each of the following falls within the restricted category for foreign investment: wholesale of oil products, the construction and operation of gas stations, and the production of liquid bio-fuels (i.e., fuel ethanol, biodiesel). Foreign investors can only engage in commercial activities involving liquid bio-fuels or retail distribution of finished oil (where the foreign investor possesses 30 or more gas stations or where it sells different brands of oil through different distributors) through a joint venture with a Chinese partner, and the Chinese partner must hold a controlling interest in the joint venture. As a result of these restrictions, all of our business operations are conducted by a domestic entity, Orient Petroleum.

SAFE Regulations Pertaining to Overseas-Listed Companies

Circular 75

The PRC State Administration of Foreign Exchange (“SAFE”) issued the Circular on Issues Relevant to Foreign Exchange Control with Respect to the Round-trip Investment of Funds Raised by Domestic Residents Through Offshore Special Purpose Vehicles (“Circular 75”), on October 21, 2005. Circular 75 requires PRC residents and citizens to register with their local SAFE branches before establishing or acquiring the control of any company outside of China by using domestic assets or equities for the purpose of equity financing. PRC residents and citizens who are stockholders of offshore special purpose companies established before November 1, 2005 were required to conduct overseas investment registration with the local SAFE branches before March 31, 2006. Further, PRC residents and citizens must register all major changes relating to capitalization (including overseas equity or convertible bonds financing) within 30 days upon the occurrence of such changes.

On May 29, 2007, the SAFE issued the Notice on Operating Procedures for the Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Corporate Financing and Roundtrip Investment Through Offshore Special Purpose Vehicles (“Notice 106”). Notice 106 clarifies some outstanding issues with respect to Circular 75, and adds various implementing rules. Specifically, it provides for seven schedules to be established by the SAFE in order to track registration requirements for offshore fundraising and roundtrip investments.

Failure to comply with the registration procedures set forth in Circular 75 and any other rules and regulations may result in restrictions on the relevant PRC subsidiary, including the payment of dividends and other distributions to its offshore parent or affiliate and the capital inflow from the offshore entity. Non-compliance may also subject relevant PRC residents to penalties under PRC foreign exchange administration regulations, and may result in liability under PRC law for foreign exchange evasion.

At present, however, many key terms and provisions in Circular 75 continue to remain unclear and without consistent official interpretations. In addition, implementation by central and local SAFE branches has been inconsistent since adoption of these regulations, which often results in substantial delays in application review and processing.

It is uncertain how our business operations or future strategy will be affected by the interpretations and implementation of Circular 75. It is anticipated that its application will continued to be subject to significant administrative interpretation, and we will need to closely monitor how the relevant PRC governmental bodies apply the rules to ensure that our domestic and offshore activities continue to comply with PRC law. Given the uncertainties regarding interpretation and application of the new rules, we may need to expend significant time and resources to maintain compliance.

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Dividend Distribution

The principal laws, rules and regulations governing dividends paid by our PRC affiliated entities include the Company Law of the PRC (1993), as amended in 2005, Wholly Foreign Owned Enterprise Law (1986), as amended in 2000, and Wholly Foreign Owned Enterprise Law Implementation Rules (1990), as amended in 2001. Under these laws and regulations, each of our combined PRC entities, including wholly foreign owned enterprises, or WFOEs, and domestic companies in China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our combined PRC entities, including WFOEs and domestic companies, is required to set aside at least 10% of its after-tax profit based on PRC accounting standards each year to its statutory surplus reserve fund until the accumulative amount of such reserve reaches 50% of its respective registered capital. These reserves are not distributable as cash dividends. As of March 31, 2010, the accumulated balance of our statutory reserve funds reserves amounted to RMB 31.9 million (approximately $4.4 million) and the accumulated profits of Orient Petroleum that were available for dividend distribution amounted to RMB 77.1 million (approximately $ 9.1  million).

Taxation

Under the PRC Enterprise Income Tax Law, or EIT Law, enterprises are classified as resident enterprises and non-resident enterprises. An enterprise established outside of China with its “de facto management bodies” located within China is considered a “resident enterprise,” meaning that it can be treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. The implementing rules of the EIT Law define “de facto management bodies” as a managing body that in practice exercises “substantial and overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise; however, it remains unclear whether the PRC tax authorities would deem our managing body as being located within China. Due to the short history of the EIT Law and lack of applicable legal precedents, the PRC tax authorities determine the PRC tax resident treatment of entities organized under the laws of foreign jurisdictions on a case-by-case basis.

If the PRC tax authorities determine that we are a “resident enterprise” for PRC enterprise income tax purposes, a number of PRC tax consequences could follow. First, we may be subject to enterprise income tax at a rate of 25% on our respective worldwide taxable income, as well as PRC enterprise income tax reporting obligations. Second, although the EIT Law provides that “dividends, bonuses and other equity investment proceeds between qualified resident enterprises” is exempted income, and the implementing rules of the EIT Law refers to “dividends, bonuses and other equity investment proceeds between qualified resident enterprises” as the investment proceeds obtained by a resident enterprise from its direct investment in another resident enterprise, it is still unclear whether the dividends we receive from Shaanxi Biostar constitute “dividend between qualified resident enterprises” and consequently are qualified for tax exemption.

Moreover, the State Administration of Taxation issued a circular, or Circular 698, on December 10, 2009, that reinforces taxation on transfer of non-listed shares by non-resident enterprises through overseas holding vehicles. Circular 698 apply retroactively and were deemed to be effective as of January 2008.  Pursuant to Circular 698, where (i) a foreign investor who indirectly holds equity interest in a PRC resident enterprise through an offshore holding company indirectly transfers equity interests in a PRC resident enterprise by selling the shares of the offshore holding company, and (ii) the offshore holding company is located in a jurisdiction where the effective tax rate is lower than 12.5% or where the offshore income of its residents is not taxable, the foreign investor is required to provide the tax authority in charge of that PRC resident enterprise with certain relevant information within 30 days of the transfer. The tax authorities in charge will evaluate the offshore transaction for tax purposes. In the event that the tax authorities determine that such transfer is abusing forms of business organization and there is no reasonable commercial purpose other than avoidance of PRC enterprise income tax, the tax authorities will have the power to conduct a substance-over-form re-assessment of the nature of the equity transfer. A reasonable commercial purpose may be established when the overall offshore structure is set up to comply with the requirements of supervising authorities of international capital markets. If the State Administration of Taxation’s challenge of a transfer is successful, they will deny the existence of the offshore holding company that is used for tax planning purposes. Since Circular 698 has a short history, there is uncertainty as to its application.

Seasonality

Our business is relatively stable and predictable and is not subject to changes of seasonality.

Employees

The following table sets forth the number of our employees for each of our areas of operations and as a percentage of our total workforce as of June 30, 2010.

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	Number of Employees		% of Employees
Management & Administration		9		3.2	%
Finance & Accounting		12		4.3	%
Sales & Marketing		11		3.9	%
Transportation		9		3.2	%
Retail Gas Stations		200		70.9	%
Wholesale Distribution		15		5.3	%
Storage		21		7.4	%
Research and Development		5		1.8	%
TOTAL		282		100.0	%

Our employees are interviewed and hired by our human resource department. We enter into employment agreements with terms of one to three years with employees at managerial and technical positions and short-term employment agreements with part-time or temporary employees such as gas station employees. We believe that our relationship with our employees is good.  Management expects that our access to reasonably priced and competent labor will continue into the foreseeable future.

Environmental Matters

We believe that we are in compliance with present environmental protection requirements in all material respects. Our production processes generate noise, waste water, gaseous wastes and other industrial wastes. We have installed various types of anti-pollution equipment in our facilities to reduce, treat, and where feasible, recycle the wastes generated in our production process. Our operations are subject to regulation and periodic monitoring by local environmental protection authorities.

Corporate Information

Our principal executive office is located at 1 Xingqing Road, Cuiting Plaza, Suite 2201, Xi’an, Shaanxi Province, PRC 710032. Our main telephone number is (86) 29-83213199 and our facsimile number is (86) 29-83280286.

RISK FACTORS

You should carefully consider the risks described below together with all of the other information included in this Form 8-K before making an investment decision with regard to our securities. The statements contained in or incorporated into this Form 8-K that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following events described in these risk factors actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business and Industry

We rely on a limited number of third-party suppliers for our supply of finished oil products and the loss of any such supplier, particularly our largest supplier, could have a material adverse effect on our operations.

We are dependent upon our relationships with third parties for our supply of finished oil products. Our five largest suppliers provided 96.55%, 96.79% and 87.78% of our finished oil requirements for fiscal years ended March 31, 2010, 2009 and 2008, respectively, with our largest supplier providing approximately 55.2%, 44.3% and 53.3%, respectively, in such periods. Should any of these suppliers, and in particular our largest supplier, terminate their supply relationships with us, fail to perform their obligations as agreed, or enter into the finished oil products business in competition with us, we may be unable to procure sufficient amounts of finished oil products to fulfill our demand. If we are unable to obtain adequate quantities of finished oil products at economically viable prices, our customers could seek to purchase products from other suppliers, which could have a material adverse effect on our revenues.

We are highly dependent on the revenue contribution from our wholesale distribution of finished oil. A reduction in sales from this segment would cause our revenues to decline and materially harm our business.

We currently derive a significant majority of our sales from our wholesale distribution of finished oil products business segment, which accounted for 72.89%, 76.48% and 76.19% of our net sales in fiscal years ended March 31, 2010, 2009 and 2008, respectively. As a result, should there be an adverse industry trend in the petroleum sector, our limited diversification could result in our results of operations declining substantially and suffering disproportionately compared to our competitors that have diversified their revenue sources.

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Our ability to operate at a profit is partially dependent on market prices for petroleum and diesel fuels, which are subject to government control in the PRC. If petroleum and diesel prices drop significantly, we may be unable to maintain our current profitability.

Our results of operations and financial condition are affected by the selling prices of petroleum products, which are subject to state-imposed pricing control. According to the Administrative Measures on Oil Prices, Shaanxi Province Price Control Administration is responsible for setting the retail price cap of gasoline and diesel oil products sold in Shaanxi Province. We are allowed, subject to the retail price cap set by the provincial government, to determine the retail price of our products.

During the years ended March 31, 2010, 2009 and 2008, our average selling prices for gasoline were $846.73, $820.38 and $679.11 per metric ton, respectively. Our average selling price for diesel were $802.07, $760.67 and $671.94 per metric ton during the years ended March 31, 2010, 2009 and 2008.

Although the current price-setting mechanism for refined petroleum products in China allows the PRC government to adjust prices in the PRC market when the average international crude oil price fluctuates beyond certain levels within a certain time period, the PRC government still retains full discretion as to whether or when to adjust the refined petroleum products price. The PRC government can also be expected to exercise price control over refined petroleum products once international crude oil price experiences sustained growth or become significantly volatile. As a result, our results of operations and financial condition may be materially and adversely affected by the fluctuation of market prices of crude oil and refined petroleum products as well as the discretionary actions of the PRC government.

We face substantial competition in our wholesale distribution of finished oil.

Although barriers to entry in our industry are high due to stringent licensing requirements and the need for significant storage capacity for products, we face competition from both state-owned and non-state-owned companies based in Shaanxi Province and elsewhere that engage in wholesale distribution of finished oil products. In addition to state-owned petroleum enterprises such as SINOPEC and PetroChina, there are currently 19 non-state-owned enterprises (including us) in Shaanxi Province licensed to distribute finished oil products. Of the non-state-owned enterprises, seven of them currently distribute finished oil products similar to ours, including Shaanxi Dongda Petro-Chemical Co., Ltd., China Integrated Energy, Inc. and Shaanxi Zhonglian Petroleum Co., Ltd. Many of our competitors may have greater financial resources, sales resources, storage capacity and transportation capacity than we do, and may have exclusive supply and purchase arrangements with suppliers as a result of long-term relationships.

An increase in competition arising from an increase in the number or size of competitors in the wholesale distribution of finished oil may result in price reductions, reduced gross profit margins, loss of our market share and departure of key management personnel, any of which could adversely affect our financial condition and profitability.

The distribution of finished oil is primarily dependent on the sufficiency of necessary infrastructure and access to means of transport, including rail transportation, which may not be available on a cost-effective basis, if at all.

Our wholesale distribution of finished oil depends heavily on the availability of infrastructure and means of transportation, including but not limited to adequate highway or rail capacity, including sufficient numbers of dedicated tanker trucks or cars and sufficient storage facilities.

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Of our two oil depots, only one currently has use of a dedicated railway line connecting to the main railway in Shaanxi Province, which enables us to distribute our products to customers within and outside Shaanxi Province. We stopped using the railway line connecting the other depot because the loading capacity of such depot does not meet the requirement of the Ministry of Railways. We are now trying to get the governmental approval to use the railway line, but we do not provide assurance that this approval will be issued.

Our gross margins in our wholesale distribution of finished oil products and in our operation of retail gas station segments are principally dependent on the spread between the average purchase price and the average selling price. If the average purchase price increases and the average selling price of our products does not similarly increase or if the average selling price of our products decreases and the average purchase price does not similarly decrease, our margins will decrease and results of operations will be harmed.

Our gross margins in the wholesale distribution of finished oil products and in the operation of retail gas stations depend principally on the spread between the average purchase price and the average selling price we are able to realize for our products. The spread between the average purchase price for petroleum and the average selling price of our products has been relatively stable since 2007. Prices for petroleum in the PRC are primarily influenced by the guidance prices set by the National Development and Reform Commission, or the NDRC, and supply and demand for petroleum-based fuel, rather than production costs. Any decrease in the spread between the average purchase price and the prices we are able to realize for our products, whether as a result of an increase in purchase prices or policy determinations by the NDRC, would adversely affect our financial performance and cash flows.

We depend on our key executives, and our business and growth may be severely disrupted if we lose their services.

Our future success depends substantially on the continued services of our key executives. In particular, we are highly dependent upon Mr. Anping Yao, our chairman, chief executive officer and president, who has established relationships within the industries we operate. If we lose the services of one or more of our current management, we may not be able to replace them readily, if at all, with suitable or qualified candidates, and may incur additional expenses to recruit and retain new officers with industry experience similar to our current officers, which could severely disrupt our business and growth. In addition, if any of our executives joins a competitor or forms a competing company, we may lose some of our suppliers or customers. Furthermore, as we expect to continue to expand our operations and develop new products, we will need to continue attracting and retaining experienced management and key research and development personnel.

Competition for qualified candidates could cause us to offer higher compensation and other benefits in order to attract and retain them, which could have a material adverse effect on our financial condition and results of operations. We may also be unable to attract or retain the personnel necessary to achieve our business objectives, and any failure in this regard could severely disrupt our business and growth.

The current economic and credit environment could have an adverse effect on demand for certain of our products and services, which would in turn have a negative impact on our results of operations, our cash flows, our financial condition, our ability to borrow and our stock price.

Since late 2008, global market and economic conditions have been disrupted and volatile. Concerns over increased energy costs, geopolitical issues, the availability and cost of credit, the U.S. mortgage market and a declining residential real estate market in the U.S. have contributed to this increased volatility and diminished expectations for the economy and the markets going forward. These factors, combined with volatile oil prices, declining business and consumer confidence and increased unemployment, have precipitated a global recession.

It is difficult to predict how long the current economic conditions will persist, whether they will deteriorate further, and which of our products, if not all of them, will be adversely affected. As a result, these conditions could adversely affect our financial condition and results of operations.

Our business will suffer if we cannot obtain, maintain or renew necessary permits or licenses.

All PRC enterprises engaging in the sale of finished oil products are required to obtain from various PRC governmental authorities certain permits and licenses, including, without limitation, the Certificate for Wholesale Distribution of Finished Oil, the License for Retail Sale of Finished Oil and the Dangerous Chemical Distribution License. We have obtained permits and licenses required for the distribution of finished oil. Failure to obtain all necessary approvals/permits may subject us to various penalties, such as fines or being required to vacate from the facilities where we currently operate our business.

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These permits and licenses are subject to periodic renewal and/or reassessment by the relevant PRC government authorities and the standards of compliance required in relation thereto may from time to time be subject to change. We intend to apply for renewal and/or reassessment of such permits and licenses when required by applicable laws and regulations, however, we cannot assure you that we can obtain, maintain or renew the permits and licenses or accomplish the reassessment of such permits and licenses in a timely manner. Any changes in compliance standards, or any new laws or regulations that may prohibit or render it more restrictive for us to conduct our business or increase our compliance costs may adversely affect our operations or profitability. Any failure by us to obtain, maintain or renew the licenses permits and approvals may have a material adverse effect on the operation of our business. In addition, we may not be able to carry on business without such permits and licenses being renewed and/or reassessed.

Our legal right to lease certain properties from third parties could be challenged by property owners, regulatory authorities or other third parties, which could prevent us from continuing to utilize our oil storage depots and retail gas stations, which are located on such leased properties, or could increase the costs associated with utilizing those facilities.

Although all land in the PRC is owned by the government or by collectives, private individuals and businesses are permitted to use, lease and develop land for a specified term without owning the land, the duration of which depends on the purpose of land use. These rights to use land are termed land use rights. We rely on leases with third parties who either own the properties or lease the properties from the ultimate property owner. There may be challenges to the title of the properties which, if successful, could impair the development or operations of our oil storage depots and retail gas stations on such properties. In addition, we are subject to the risk of potential disputes with property owners. Such disputes, whether resolved in our favor or not, may divert management attention, harm our reputation or otherwise disrupt our business.

In most instances, our immediate lessors do not possess the ultimate land use rights or proper property use rights, or have not obtained consents or approvals from the holders of the land use rights or relevant regulatory authorities to sublease the land or storage space to us. A lessor’s failure to duly obtain the title to the property or to receive any necessary approvals from the ultimate holders of the land use rights, the primary lease holder or relevant regulatory authorities, as applicable, could potentially result in the invalidation of our lease, the renegotiation of such lease leading to less favorable terms or, in serious cases, require us to vacate the properties that we occupy or pay a fine. The building ownership or leasehold in connection with our oil storage depots and gas retail operations could be subject to similar challenges.

The breach of leasing agreements by our lessors may materially affect our ability to conduct retail gas business.

Of the 13 gas stations that we currently operate, 11 of them are through lease agreements, according to which the lessors have the proprietary right to all the assets of the gas stations while we have the full management and operational rights within the valid term of the lease agreements.

Although in the opinion of our PRC counsel, Allbright Law Offices, each of these lease agreements is valid, binding and enforceable, and will not result in any violation of PRC laws or regulations currently in effect, they may not be as effective in providing us with control of the gas stations as direct ownership, and expose us to the risk of potential breach of contract by the owners of these gas stations.

The owners of these gas stations may breach, or cause the gas stations to breach, the contracts for a number of reasons. For example, the interests of these owners and our interests may conflict and we may fail to resolve such conflicts; the owners may believe that breaching the contracts will lead to greater economic benefit for them; or the owners may otherwise act in bad faith. If any of the foregoing were to happen, we may have to rely on legal or arbitral proceedings to enforce our contractual rights, including specific performance or injunctive relief, and claiming damages. Such arbitral and legal proceedings may cost us substantial financial and other resources, and result in disruption of our business, and we cannot assure you that the outcome will be in our favor.

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Accidents or injuries in or around our oil storage depots or retail gas stations may adversely affect our reputation and subject us to liability.

There are inherent risks of accidents or injuries when working in or around our oil storage depots or retail gas stations. Death and accidents could prevent us from renewing our licenses and permits. One or more accidents or injuries at any of our oil storage depots or retail gas stations could adversely affect our safety reputation among customers and potential customers and increase our costs if we are required to take additional measures to make our safety precautions more effective. We do not have insurance policy covering accidents on our properties or injuries of our employees. If accidents or injuries occur, we may be held liable for costs related to the damages or injuries, which could significantly reduce and put a strain on our available cash.

In addition, we do not have any business disruption insurance coverage for our operations to cover losses that may be caused by natural disasters or other disruptive events, such as an epidemic of H1N1 virus, SARS or avian flu. Any business disruption or natural disaster may result in our incurring substantial costs and diversion of our resources.

Power shortages, natural disasters, terrorist acts or other events could disrupt our operations and have a material adverse effect on our business, financial position or results of operations.

Our business could be materially and adversely affected by power shortages, natural disasters, terrorist attacks or other disruptive events in the PRC. For example, in early 2008, parts of the PRC were affected by severe snow storms that significantly impacted public transportation systems and the power supply in those areas. In May 2008, Sichuan Province in the PRC suffered a strong earthquake measuring approximately 8.0 on the Richter scale that caused widespread damage and casualties. The May 2008 Sichuan earthquake had a material adverse effect on the general economic conditions in the areas affected by the earthquake and severely affected the transportation systems in those areas. Any future natural disasters, terrorist attacks or other disruptive events in the PRC could cause a reduction in usage of or other severe disruptions to, public transportation systems and could have a material adverse effect on our business, financial position or results of operations.

If we require additional financing, we may not be able to find such financing on satisfactory terms or at all.

Our capital requirements may be accelerated as a result of many factors, including timing of development activities, underestimates of budget items, unanticipated expenses or capital expenditures, future product opportunities with collaborators and future business combinations. Consequently, we may need to seek additional debt or equity financing, which may not be available on favorable terms, if at all, and which may be dilutive to our stockholders.

We may seek to raise additional capital through public or private equity offerings or debt financings. To the extent we raise additional capital by issuing equity securities, our stockholders may experience dilution. To the extent that we raise additional capital by issuing debt securities, we may incur substantial interest obligations, may be required to pledge assets as security for the debt and may be constrained by restrictive financial and/or operational covenants. Debt financing would also be superior to our stockholders’ interest in bankruptcy or liquidation.

Risks Related to Our Corporate Structure

If the PRC government determines that the variable interest entity, or VIE, structure for operating our business does not comply with PRC government restrictions on foreign investment in the finished oil products industry, we could face severe penalties.

Various regulations in China currently restrict or prevent foreign-invested entities from engaging in the wholesale and retail distribution of the finished oil products. Because of these restrictions, our business operations are conducted through our VIE, Orient Petroleum, a PRC company that is owned by three Chinese nationals. However, Orient Petroleum is effectively controlled by our subsidiary, Orient Xi’an, through a series of contractual arrangements. For details of these contractual arrangements, see “Our Corporate History and Structure.”

In the opinion of our PRC counsel, Allbright Law Offices, (i) the structure for operating our business and the business and operation model of each of our subsidiaries and Orient Petroleum are in compliance with all existing PRC laws and regulations, and (ii) each contract that Orient Xi’an entered into with Orient Petroleum and its owners is valid and binding, and will not result in any violation of PRC laws or regulations currently in effect. However, there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations. Accordingly, we cannot assure you that the PRC regulatory authorities will ultimately take a view that is consistent with the opinion of our PRC counsel.

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In addition, new PRC laws, rules and regulations may be introduced from time to time to impose additional requirements that may be applicable to our contractual arrangements. For example, pursuant to the PRC Property Rights Law that became effective on October 1, 2007, the pledge of any equity interests of a PRC private entity shall become effective once it is duly registered with the local branches of the State Administration for Industry and Commerce (“SAIC”).  Following the promulgation of the Property Law, SAIC further issued the Administrative Measures for Registrations of Share Pledge on September 1, 2008, which provided detailed procedural guidance for the local SAIC offices to handle the registrations of share pledge. The Equity Pledge Agreements entered by Orient Xi’an and the owners of Orient Petroleum as part of the contractual arrangements have created a legally binding obligation on the parties upon the execution date; however, the pledge established under these agreements does not become effective until due registration with local SAIC office.

If we are found to be in violation of any existing or future PRC laws or regulations, the relevant regulatory authorities would have broad discretion in dealing with such violation, including levying fines, confiscating our income, revoking Orient Petroleum’s or Orient Xi’an’s business or operating licenses, requiring us to restructure the relevant ownership structure or operations, and requiring us to discontinue all or any portion of our operations. Any of these actions could cause significant disruption to our business operations.

Due to the lack of certainty in the interpretation and implementation of PRC regulations relating to the establishment of offshore special purpose companies by PRC residents, we cannot give assurance that the PRC regulatory authorities will not determine that we are not in compliance with such regulations.

Under the Circular on Issues Relevant to Foreign Exchange Control with Respect to the Round-trip Investment of Funds Raised by Domestic Residents Through Offshore Special Purpose Vehicles (“Circular 75”) issued in October 2005 by the PRC State Administration of Foreign Exchange (“SAFE”), PRC residents are required to register with the competent local SAFE branch before establishing or acquiring control over an offshore special purpose company, or SPV, for the purpose of engaging in an equity financing outside of China on the strength of domestic PRC assets originally held by those residents. Internal implementing guidelines issued by SAFE, which became public in June 2007 (“Notice 106”), expanded the reach of Circular 75 by (1) purporting to cover the establishment or acquisition of control by PRC residents of offshore entities which merely acquire “control” over domestic companies or assets, even in the absence of legal ownership; (2) adding requirements relating to the source of the PRC resident’s funds used to establish or acquire the offshore entity; covering the use of existing offshore entities for offshore financings; (3) purporting to cover situations in which an offshore SPV establishes a new subsidiary in China or acquires an unrelated company or unrelated assets in China; and (4) making the domestic affiliate of the SPV responsible for the accuracy of certain documents which must be filed in connection with any such registration, notably, the business plan which describes the overseas financing and the use of proceeds. Amendments to registrations made under Circular 75 are required in connection with any increase or decrease of capital, transfer of shares, mergers and acquisitions, equity investment or creation of any security interest in any assets located in China to guarantee offshore obligations, and Notice 106 makes the offshore SPV jointly responsible for these filings. In the case of an SPV which was established, and which acquired a related domestic company or assets, before the implementation date of Circular 75, a retroactive SAFE registration was required to have been completed before March 31, 2006; this date was subsequently extended indefinitely by Notice 106, which also required that the registrant establish that all foreign exchange transactions undertaken by the SPV and its affiliates were in compliance with applicable laws and regulations. Failure to comply with the requirements of Circular 75, as applied by SAFE in accordance with Notice 106, may result in fines and other penalties under PRC laws for evasion of applicable foreign exchange restrictions. Any such failure could also result in the SPV’s affiliates being impeded or prevented from distributing their profits and the proceeds from any reduction in capital, share transfer or liquidation to the SPV, or from engaging in other transfers of funds into or out of China.

The owners of Orient Petroleum are PRC nationals. They did not, however, establish Orient or Orient Hong Kong, and the equity interests of Ultimate Sino Holdings Limited (“Ultimate”), our majority shareholder after the Exchange, will not transfer to them until their option exercise under their option agreement with the current shareholder of Ultimate, a Philippines passport holder. As such, we have been advised by Allbright Law Offices, our PRC counsel, that SAFE registration is presently not required. However, due to the continuing uncertainty over how Circular 75 is interpreted and implemented, and how SAFE will apply it to us, we cannot give assurance that the PRC regulatory authorities will agree with our PRC counsel, or predict how it will affect our business operations or future strategies.

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Orient Xi’an’s contractual arrangements with Orient Petroleum and its owners may not be as effective in providing control over Orient Petroleum as direct ownership of Orient Petroleum and the owners of Orient Petroleum may have potential conflicts of interest with us.

We have no ownership interest in Orient Petroleum and conduct substantially all of our operations and generate substantially all our revenues through contractual arrangements that our indirect subsidiary, Orient Xi’an, has entered into with Orient Petroleum and its owners, and such contractual arrangements are designed to provide us with effective control over Orient Petroleum. See “Our Corporate History and Structure” for a description of these contractual arrangements. We depend on Orient Petroleum to hold and maintain certain licenses necessary for its wholesale and retail distribution of the finished oil products business. Orient Petroleum also owns all of the necessary intellectual property, facilities and other assets relating to our business operations, and employs personnel necessary to operate our business.

Although in the opinion of our PRC counsel, Allbright Law Offices, each of these contractual arrangements is valid, binding and enforceable, and will not result in any violation of PRC laws or regulations currently in effect, they may not be as effective in providing us with control over Orient Petroleum as direct ownership. If we had direct ownership of Orient Petroleum, we would be able to exercise our rights as an owner to effect changes in the board of directors of Orient Petroleum, which in turn could effect changes, subject to any applicable fiduciary obligations, at the management level. Due to the VIE structure, we have to rely on contractual rights to effect control and management of Orient Petroleum, which exposes us to the risk of potential breach of contract by the owners of Orient Petroleum. In addition, as Orient Petroleum is jointly owned by its owners, it may be difficult for us to change Orient Petroleum’s corporate structure if such owners refuse to cooperate with us.

The owners, officers and/or directors of Orient Petroleum may breach, or cause Orient Petroleum to breach, the contracts for a number of reasons. For example, the interests of the owners of Orient Petroleum and our interests may conflict and we may fail to resolve such conflicts; the owners may believe that breaching the contracts will lead to greater economic benefit for them; or the owners may otherwise act in bad faith. If any of the foregoing were to happen, we may have to rely on legal or arbitral proceedings to enforce our contractual rights, including specific performance or injunctive relief, and claiming damages. Such arbitral and legal proceedings may cost us substantial financial and other resources, and result in disruption of our business, and we cannot assure you that the outcome will be in our favor.

In addition, as all of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through either arbitration or litigation in the PRC, they would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could further limit our ability to enforce these contractual arrangements. Furthermore, these contracts may not be enforceable in China if PRC government authorities or courts take a view that such contracts contravene PRC laws and regulations or are otherwise not enforceable for public policy reasons. In the event we are unable to enforce these contractual arrangements, we may not be able to exert effective control over Orient Petroleum, and our ability to conduct our business may be materially and adversely affected.

Orient Xi’an and Orient Petroleum’s contractual arrangements may result in adverse PRC tax consequences to us.

Under the Tax Collection and Management Law and its implementation rules issued in 2001, and 2002, respectively, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities. “Related parties” are defined as organizations or entities that (1) have a director or indirect control relationship in terms of capital, operation or sales/purchase; (2) are directly or indirectly owned by a common third party; or (3) possess any other connected relationship based on equity. In the Tax Management Procedures on the Connected Transactions between Related Parties issued in 2004, it is further stated that the management fee payable between the related parties shall be determined on an arms-length basis. We could face material and adverse tax consequences if the PRC tax authorities determine that the contractual arrangements between Orient Xi’an and Orient Petroleum were not made on an arm’s length basis and adjust our income and expenses for PRC tax purposes in the form of a transfer pricing adjustment. A transfer pricing adjustment could result in a reduction, for PRC tax purposes, of adjustments recorded by Orient Petroleum, which could adversely affect us by (i) increasing Orient Petroleum’s PRC tax liability without reducing Orient Xi’an’s PRC tax liability, which could further result in claims being made against us for underpaid PRC taxes; or (ii) limiting the ability of Orient Xi’an and Orient Petroleum to obtain preferential PRC tax treatments and/or other financial incentives.

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All of our revenues have been, and will continue to be, generated through Orient Petroleum, our VIE, and we rely on payments made by Orient Petroleum to Orient Xi’an, our subsidiary, pursuant to contractual arrangements to make payments to Orient Xi’an. Any restriction on such payments and any increase in the amount of PRC taxes applicable to such payments may materially and adversely affect our business and our ability to pay dividends to our shareholders.

We conduct substantially all of our operations through Orient Petroleum, our VIE, which generates all of our revenues. As Orient Petroleum is not owned by us, it is not able to make dividend payments to us. Instead, Orient Xi’an, our subsidiary in China, entered into a number of contracts with Orient Petroleum, pursuant to which Orient Petroleum pays Orient Xi’an for certain services that Orient Xi’an provides to Orient Petroleum. However, depending on the nature of services provided, certain of these payments may be subject to PRC taxes at different rates, including business taxes and VAT, which effectively reduce the payments that Orient Xi’an may receive from Orient Petroleum. We cannot assure you that the PRC government will not impose restrictions on such payments or change the tax rates applicable to such payments. Any such restrictions on such payments or increases in the applicable tax rates may materially and adversely affect our ability to receive payments from Orient Petroleum or the amount of such payments, and may in turn materially and adversely affect our business, our net income and our ability to pay dividends to our shareholders.

Risks Related to Doing Business in China

PRC laws and regulations restrict foreign investment in China’s finished oil products industry. We have entered into contractual agreements with Orient Petroleum to control and realize the benefits of the business. We are relying upon PRC laws and there is substantial uncertainty regarding the interpretation and application of current or future PRC laws and regulations.

Since we are deemed to be foreign persons or foreign-funded enterprises under PRC laws and are restricted to invest in companies operating in the finished oil products industry, we operate our businesses in China through Orient Petroleum, an operating company that is owned by PRC citizens and not by us. Accordingly, our Chinese subsidiary, Orient Xi’an, entered into a series of exclusive contractual agreements with Orient Petroleum. Although we believe we are in compliance with current PRC regulations, we cannot be sure that the PRC government would view these contractual arrangements to be in compliance with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future. Because this structure has not been challenged or examined by PRC authorities, uncertainties exist as to whether the PRC government may interpret or apply the laws governing these arrangements in a way that is contrary to the opinion of our PRC counsel. If we, our wholly owned subsidiaries, Orient Petroleum or its owners, were found to be in violation of any existing PRC laws or regulations, the relevant regulatory authorities would have broad discretion to deal with such violation, including, but not limited to the following:

● levying fines;

● confiscating income;

● revoking licenses;

● requiring a restructure of ownership or operations; and/or

● Requiring the discontinuance of our businesses.

Any of these or similar actions could cause significant disruption to our business operations or render us unable to conduct our business operations and may materially adversely affect our business, financial condition and results of operations.

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

All of our operations are conducted in China and all of our sales are made in China. Accordingly, our business, financial condition, results of operations and prospects are affected significantly by economic, political and legal developments in China. The PRC economy differs from the economies of most developed countries in many respects, including:

● the amount of government involvement;

● the level of development;

● the growth rate;

● the control of foreign exchange; and

● the allocation of resources.

While the PRC economy has grown significantly since the late 1970s, the growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall PRC 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.

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The PRC economy has been transitioning from a planned economy to a more market-oriented economy. Although the PRC government has in recent years 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 China is still owned by the PRC government. The continued control of these assets and other aspects of the national economy by the PRC government could materially and adversely affect our business. The PRC government also exercises significant control over economic growth in China through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Efforts by the PRC government to slow the pace of growth of the PRC economy could result in decreased capital expenditure by energy users, which in turn could reduce demand for our products.

Any adverse change in the economic conditions or government policies in China could have a material adverse effect on the overall economic growth and the level of energy investments and expenditures in China, which in turn could lead to a reduction in demand for our products and consequently have a material adverse effect on our business and prospects.

The payment of dividends in the PRC is subject to limitations. We may not be able to pay dividends to our stockholders.

We conduct all of our business through our combined subsidiaries and affiliated companies incorporated in the PRC. We rely on dividends paid by these combined subsidiaries for our cash needs, including the funds necessary to pay any dividends and other cash distributions to our stockholders, to service any debt we may incur and to pay our operating expenses. The payment of dividends by entities established in the PRC is subject to limitations. Regulations in the PRC currently permit payment of dividends only out of accumulated profits as determined in accordance with accounting standards and regulations in the PRC, subject to certain statutory procedural requirements. Each of our PRC entities, including wholly foreign owned enterprises is also required to set aside at least 10.0% of their after-tax profit based on PRC accounting standards each year to their general reserves or statutory reserve fund until the aggregate amount of such reserves reaches 50.0% of their respective registered capital. Our statutory reserves are not distributable as loans, advances or cash dividends. In addition, if any of our PRC entities incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. As of March 31, 2010, our PRC entities had allocated RMB 31.9 million (approximately $4.4 million) to these reserves, consisting of general and statutory reserves. Any limitations on the ability of our PRC entities 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.

Because our assets are located overseas, shareholders may not receive distributions that they would otherwise be entitled to if we were declared bankrupt or insolvent.

All of our assets are located in the PRC. Because our assets are located overseas, our assets may be outside of the jurisdiction of U.S. courts to administer if we are the subject of an insolvency or bankruptcy proceeding. As a result, if we declared bankruptcy or insolvency, our shareholders may not receive the distributions on liquidation that they would otherwise be entitled to if our assets were to be located within the U.S., under U.S. Bankruptcy Law.

There are significant uncertainties under the EIT Law regarding our PRC enterprise income tax liabilities, such as tax on dividends paid to us by our PRC subsidiary and tax on any dividends we pay to our non-PRC corporate stockholders.

The EIT Law provides that enterprises established outside of the PRC whose “de facto management bodies” are located in the PRC are considered as a “tax-resident enterprise” and are generally subject to the uniform 25.0% enterprise income tax rate on global income. Under the implementation regulations to EIT Law, “de facto management body” refers to a managing body that in practice exercises overall management control over the production and business, personnel, accounting and assets of an enterprise. In addition, on April 22, 2009, the State Administration of Taxation of the PRC issued the Notice on the Issues Regarding Recognition of Overseas Incorporated Enterprises that are Domestically Controlled as PRC Resident Enterprises Based on the De Facto Management Body Criteria, which was retroactively effective as of January 1, 2008. This notice provides that an overseas incorporated enterprise that is controlled domestically will be recognized as a “tax-resident enterprise” if it satisfies all of the following conditions: (i) the senior management responsible for daily production/business operations are primarily located in the PRC, and the location(s) where such senior management execute their responsibilities are primarily in the PRC; (ii) strategic financial and personnel decisions are made or approved by organizations or personnel located in the PRC; (iii) major properties, accounting ledgers, company seals and minutes of board meetings and stockholder meetings, etc, are maintained in the PRC; and (iv) 50.0% or more of the board members with voting rights or senior management habitually reside in the PRC. If the PRC tax authorities determine that we are a “tax-resident enterprise,” we may be subject to enterprise income tax at a rate of 25.0% on our worldwide income. This may have an impact on our effective tax rate, and may result in a material adverse effect on our net income and results of operations. In addition, dividends paid by us to our non-PRC corporate stockholders as well as gains realized by such stockholders from the sale or transfer of our stock may be subject to a PRC tax under the EIT Law, and we may be required to withhold PRC tax on dividends paid to our non-PRC corporate stockholders.

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In addition, under the EIT Law and the Arrangement between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion, or the Double Taxation Arrangement, which became effective on January 1, 2007, if both we and our Hong Kong subsidiary, Orient Hong Kong, are considered as “non-tax-resident enterprises,” dividends from our PRC subsidiaries paid to us through our Hong Kong subsidiary may be subject to a withholding tax at a rate of 5.0%. 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 application of the withholding tax and are evaluating appropriate organizational changes to minimize the corresponding tax impact.

We face risks related to health epidemics and outbreak of contagious disease.

Our business could be materially and adversely affected by the effects of H1N1 flu (swine flu), avian flu, severe acute respiratory syndrome or other epidemics or outbreaks. In April 2009, an outbreak of H1N1 flu (swine flu) first occurred in Mexico and quickly spread to other countries, including the U.S. and the PRC. In the last decade, the PRC has suffered health epidemics related to the outbreak of avian influenza and severe acute respiratory syndrome. Any prolonged occurrence or recurrence of H1N1 flu (swine flu), avian flu, severe acute respiratory syndrome or other adverse public health developments in the PRC may have a material adverse effect on our business and operations. These health epidemics could result in severe travel restrictions and closures that would restrict our ability to ship our products. Potential outbreaks could also lead to temporary closure of our production facilities, our suppliers’ facilities and/or our end-user customers’ facilities, leading to reduced production, delayed or cancelled orders, and decrease in demand for our products. Any future health epidemic or outbreaks that could disrupt our operations and/or restrict our shipping abilities may have a material adverse effect on our business and results of operations.

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Our operations may not develop in the same way or at the same rate as might be expected if the PRC economy were similar to the market-oriented economies of member countries in the Organization for Economic Co-Operation and Development, or OECD.

The economy of the PRC has historically been a nationalistic, “planned economy,” meaning it functions and produces according to governmental plans and pre-set targets or quotas. In certain aspects, the PRC’s economy has been transitioning to a more market-oriented economy. However, there can be no assurance of the future direction of these economic reforms or the effects these measures may have. The PRC economy also differs from the economies of most countries belonging to OECD, an international group of member countries sharing a commitment to democratic government and market economy. For instance:

• the number and importance of state-owned enterprises in the PRC is greater than in most OECD countries;

• the level of capital reinvestment is lower in the PRC than in most OECD countries; and

• Chinese policies make it more difficult for foreign firms to obtain local currency in China than in OECD jurisdictions.

As a result of these differences, our operations may not develop in the same way or at the same rate as might be expected if the PRC economy were similar to those of OECD member countries.

The PRC economic cycle may negatively impact our operating results.

The rapid growth of the PRC economy before 2008 generally led to higher levels of inflation. The PRC economy has more recently experienced a slowing of its growth rate. A number of factors have contributed to this slow-down, including appreciation of the Renminbi, or RMB, the currency of China, which has adversely affected China’s exports. In addition, the slow-down has been exacerbated by the recent global crisis in the financial services and credit markets, which has resulted in significant volatility and dislocation in the global capital markets. It is uncertain how long the global crisis in the financial services and credit markets will continue and the significance of the adverse impact it may have on the global economy in general, or the Chinese economy in particular. Slowing economic growth in China could result in slowing growth and demand for our services which could reduce our revenues. In the event of a recovery in the PRC, renewed high growth levels may again lead to inflation. Government attempts to control inflation may adversely affect the business climate and growth of private enterprise. In addition, our profitability may be adversely affected if prices for our products rise at a rate that is insufficient to compensate for the rise in inflation.

Fluctuation in the value of the Renminbi may have a material adverse effect on your investment.

The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in China’s political and economic conditions. The conversion of Renminbi into foreign currencies, including U.S. dollars, has historically been set by the People’s Bank of China. On July 21, 2005, the PRC government changed its 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 band against a basket of certain foreign currencies, determined by the Bank of China, against which it can rise or fall by as much as 0.3% each day. This change in policy resulted in an approximately 17.5% appreciation in the value of the Renminbi against the U.S. dollar between July 21, 2005 and December 31, 2009. Since the adoption of this new policy, the value of Renminbi against the U.S. dollar has fluctuated on a daily basis within narrow ranges, but overall has further strengthened against the U.S. dollar. There remains significant international pressure on the PRC government to further liberalize its currency policy, which could result in a further and more significant appreciation in the value of the Renminbi against the U.S. dollar. Appreciation or depreciation in the value of the Renminbi relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. In addition, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our common stock 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.

Changes in foreign exchange regulations in the PRC may affect our ability to pay dividends in foreign currency or conduct other foreign exchange business.

The PRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of the PRC. We receive substantially all of our revenues in Renminbi, which is currently not a freely convertible currency. Shortages in the availability of foreign currency may restrict our ability to remit sufficient foreign currency to pay dividends, or otherwise satisfy foreign currency-denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from the transaction, can be made in foreign currencies without prior approval from the PRC State Administration of Foreign Exchange, or the SAFE, by complying with certain procedural requirements. However, approval from appropriate governmental authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of bank loans denominated in foreign currencies.

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The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay certain of our expenses as they come due.

Our ability to implement our business plan is dependent on many factors, including our ability to receive various governmental permits.

In accordance with PRC laws and regulations, we are required to maintain various licenses and permits in order to operate our business including, without limitation, an Approval Certificate for Wholesale Distribution of Finished Oil and a Dangerous Chemical Distribution License. We are required to comply with applicable production safety standards in relation to our production processes and our premises and equipment are subject to periodical inspections by regulatory authorities to ensure compliance with the dangerous chemical safety production laws and regulations and finished oil distribution and retail laws and regulations. Failure to pass these inspections, or the loss or suspension of some or all of our production activities, could disrupt our operations and adversely affect our business.

PRC regulations relating to mergers and acquisitions of domestic enterprises by foreign investors may increase the administrative burden we face and create regulatory uncertainties.

On August 8, 2006, six PRC regulatory agencies, namely, the PRC Ministry of Commerce, or the MOFCOM, the State Assets Supervision and Administration Commission, or the SASAC, the State Administration for Taxation, the State Administration for Industry and Commerce, the China Securities Regulatory Commission, or the CSRC, and the SAFE, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rule, which became effective on September 8, 2006. The M&A Rule purports, among other things, to require SPVs, formed for overseas listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange. Based on our understanding of current PRC laws, we are not sure whether the M&A Rule would require us or our entities in China to obtain the approval from the CSRC or any other regulatory agencies in connection with the transaction contemplated by the Exchange Agreement we entered into on September 7, 2010.

Further, if the PRC government finds that we or our Chinese stockholders did not obtain the CSRC approval, which the CSRC may think we should have obtained before executing the Share Exchange Agreement or conducting this offering, we could be subject to severe penalties. The M&A Rule does not stipulate the specific penalty terms, so we are not able to predict what penalties we may face, and how such penalties will affect our business operations or future strategy.

The Chinese government exerts substantial influence over the manner in which we must conduct our business activities.

We are dependent on our relationship with the local government in the province in which we operate our business. The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.

Future inflation in China may inhibit our ability to conduct business in China.

In recent years, the Chinese economy has experienced periods of rapid expansion and high rates of inflation. During the past ten years, the rate of inflation in China has been as high as 20.7% and as low as -2.2%. These factors have led to the adoption by the Chinese government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation. High inflation may in the future cause the Chinese government to impose controls on credit and/or prices, or to take other action, which could inhibit economic activity in China, and thereby harm the market for our products.

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You may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited, because our subsidiaries are incorporated in non-U.S. jurisdictions, we conduct substantially all of our operations in China, and all of our officers reside outside the United States.

Although we are incorporated in Nevada, all of our business operations are conducted in China by Orient Petroleum. All of our officers and directors reside in China and some or all of the assets of those persons are located outside of 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 China in the event that you believe that your rights have been infringed under the securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the PRC may render you unable to enforce a judgment against our assets or the assets of our directors and officers.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests through actions against our management, directors or major shareholders than would shareholders of a corporation doing business entirely within the United States.

Government regulations on environmental matters in China may adversely impact on our business.

Our production facilities are subject to numerous laws, regulations, rules and specifications relating to human health and safety and the environment. These laws and regulations address and regulate, among other matters, wastewater discharge, air quality and the generation, handling, storage, treatment, disposal and transportation of solid and hazardous wastes and releases of hazardous substances into the environment. In addition, third parties and governmental agencies in some cases have the power under such laws and regulations to require remediation of environmental conditions and, in the case of governmental agencies, to impose fines and penalties. We make capital expenditures from time to time to comply with applicable laws and regulations.

Pursuant to PRC environmental protection laws and regulations, construction or expansion of a production facility is subject to certain environment impact assessment procedures including obtaining the relevant environmental authorities' approval for the construction project.

All potential environmental liabilities may not have been identified or properly quantified and a prior owner, operator, or tenant may have created an environmental condition unknown to us. We may be potentially liable for damages or cleanup, investigation or remediation costs in connection with the ownership and operation of our properties (including locations to which we may have sent waste in the past) and the conduct of our business.

State and local environmental regulatory requirements change often. Future laws, ordinances or regulations might impose material environmental liability or the current environmental condition of the properties could in the future be affected by the condition of land or operations in the vicinity of the properties (such as the presence of underground storage tanks), or by third parties unrelated to us. Moreover, it is possible that compliance with a new regulatory requirement could impose significant compliance costs on us. Such costs could have a material adverse effect on our business, financial condition and results of operations.

Uncertainties with respect to the PRC legal system could adversely affect us and we may have limited legal recourse under PRC law if disputes arise under our contracts with third parties.

Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China in particular, because these laws and regulations are relatively new, and because of the limited volume of published decisions and their non-binding nature, the interpretation and enforcement of these laws and regulations involve uncertainties. In addition, the PRC legal system is based in part on government policies and internal rules (some of which are not published on a timely basis or at all) that may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until some time after violation.

The Chinese government has enacted some laws and regulations dealing with matters such as corporate organization and governance, foreign investment, commerce, taxation and trade. However, their experience in implementing, interpreting and enforcing these laws and regulations is limited, and our ability to enforce commercial claims or to resolve commercial disputes is unpredictable. The resolution of these matters may be subject to the exercise of considerable discretion by agencies of the Chinese government, and forces unrelated to the legal merits of a particular matter or dispute may influence their determination. Any rights we may have to specific performance, or to seek an injunction under PRC law, in either of these cases, are severely limited, and without a means of recourse by virtue of the Chinese legal system, we may be unable to prevent these situations from occurring. The occurrence of any such events could have a material adverse effect on our business, financial condition and results of operations.

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We must comply with the Foreign Corrupt Practices Act.

We are required to comply with the United States Foreign Corrupt Practices Act, which prohibits U.S. companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including some of our competitors, are not subject to these prohibitions. Certain of our suppliers are owned by the PRC government and our dealings with them are likely to be considered to be with government officials for these purposes. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in mainland China. If our competitors engage in these practices, they may receive preferential treatment from personnel of some companies, giving our competitors an advantage in securing business or from government officials who might give them priority in obtaining new licenses, which would put us at a disadvantage. We could suffer severe penalties if our employees or other agents were found to have engaged in such practices.

If relations between the United States and China worsen, investors may be unwilling to hold or buy our stock and our stock price may decrease.

At various times during recent years, the United States and China have had significant disagreements over political and economic issues. Controversies may arise in the future between these two countries. Any political or trade controversies between the United States and China, whether or not directly related to our business, could reduce the price of our common stock.

Risks Related to an Investment in Our Securities

Our common stock has limited liquidity, if at all.

Our common stock is listed on the Over-the-Counter Bulletin Board, although there is currently no trading activities.

Our stock is categorized as a penny stock.  Trading of our stock may be restricted by the SEC’s penny stock regulations which may limit a shareholder’s ability to buy and sell our stock.

Our stock is categorized as a penny stock. The SEC has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules.  Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

FINRA sales practice requirements may also limit a shareholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

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We expect to experience volatility in our stock price, which could negatively affect shareholders’ investments.

The market price for shares of our common stock may be volatile and may fluctuate based upon a number of factors, including, without limitation, business performance, news announcements or changes in general market conditions.

Other factors, in addition to the those risks included in this section, that may have a significant impact on the market price of our common stock include, but are not limited to:

· receipt of substantial orders or order cancellations of products;

· quality deficiencies in services or products;

· international developments, such as technology mandates, political developments or changes   in economic policies;

· changes in recommendations of securities analysts;

· shortfalls in our backlog, revenues or earnings in any given period relative to the   levels expected by securities analysts or projected by us;

· government regulations, including stock option accounting and tax regulations;

· energy blackouts;

· acts of terrorism and war;

· widespread illness;

· proprietary rights or product or patent litigation;

· strategic transactions, such as acquisitions and divestitures;

· rumors or allegations regarding our financial disclosures or practices; or

· earthquakes or other natural disasters concentrated in Shaanxi Province where a significant  portion of our operations are based. 

In the past, securities class action litigation has often been brought against a company following periods of volatility in the market price of its securities.  Due to changes in the volatility of our common stock price, we may be the target of securities litigation in the future.  Securities litigation could result in substantial costs and divert management’s attention and resources.

To date, we have not paid any cash dividends and no cash dividends will be paid in the foreseeable future.

We do not anticipate paying cash dividends on our common stock in the foreseeable future and we may not have sufficient funds legally available to pay dividends.  Even if the funds are legally available for distribution, we may nevertheless decide not to pay any dividends.  We presently intend to retain all earnings for our operations.

There is currently no trading activities for our common shares, and you may be unable to sell at or near ask prices or at all if you need to sell or liquidate a substantial number of shares at one time.

We cannot predict the extent to which an active public market for its common stock will develop or be sustained.  However, we do not rule out the possibility of applying for listing on NASDAQ or the NYSE AlterNet (formerly known as the American Stock Exchange) or other markets.

Our common shares are currently traded, but currently with no volume, based on quotations on the “Over-the-Counter Bulletin Board”, meaning that the number of persons interested in purchasing our common shares at or near bid prices at any given time may be relatively small or non-existent.  This situation is attributable to a number of factors, including the fact that we are a small company which is still relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable.  As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price.  We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that trading levels will be sustained.

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for “penny stocks” has suffered in recent years from patterns of fraud and abuse.  Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses.  Our management is aware of the abuses that have occurred historically in the penny stock market.  Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the future volatility of our share price.

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Our corporate actions are substantially controlled by our principal shareholders and affiliated entities.

Immediately after the Exchange, our principal shareholders, which includes our officers and directors, and their affiliated entities, own approximately 62.40% of our outstanding shares of common stock. These shareholders, acting individually or as a group, could exert substantial influence over matters such as electing directors and approving mergers or other business combination transactions.  In addition, because of the percentage of ownership and voting concentration in these principal shareholders and their affiliated entities, elections of our board of directors will generally be within the control of these shareholders and their affiliated entities. While all of our shareholders are entitled to vote on matters submitted to our shareholders for approval, the concentration of shares and voting control presently lies with these principal shareholders and their affiliated entities. As such, it would be difficult for shareholders to propose and have approved proposals not supported by management. There can be no assurances that matters voted upon by our officers and directors in their capacity as shareholders will be viewed favorably by all of our shareholders.

The elimination of monetary liability against our directors, officers and employees under Nevada law and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by our company and may discourage lawsuits against our directors, officers and employees.

Our Articles of Incorporation, as amended, contain a provision permitting us to eliminate the liability of our directors for monetary damages to our company and shareholders to the extent provided by Nevada law. We may also have contractual indemnification obligations under our employment agreements with our officers. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup.  These provisions and resultant costs may also discourage our company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors and officers even though such actions, if successful, might otherwise benefit our company and shareholders.

Legislative actions, higher insurance costs and potential new accounting pronouncements may impact our future financial position and results of operations.

There have been regulatory changes, including the Sarbanes-Oxley Act of 2002, and there may potentially be new accounting pronouncements or additional regulatory rulings that will have an impact on our future financial position and results of operations. The Sarbanes-Oxley Act of 2002 and other rule changes as well as proposed legislative initiatives following the Enron bankruptcy are likely to increase general and administrative costs and expenses. In addition, insurers are likely to increase premiums as a result of high claims rates over the past several years, which we expect will increase our premiums for insurance policies. Further, there could be changes in certain accounting rules.  These and other potential changes could materially increase the expenses we report under generally accepted accounting principles, and adversely affect our operating results.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent material misstatements.

We are subject to reporting obligations concerning our internal controls, under the U.S. securities laws.  The SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on such company’s internal controls over financial reporting in its annual report, which contains management’s assessment of the effectiveness of our internal controls over financial reporting.  In addition, an independent registered public accounting firm must report on the effectiveness of these controls beginning in 2009.  Our management may conclude that our internal controls over our financial reporting are not effective.  Moreover, even if our management concludes that our internal controls over financial reporting are effective, our independent registered public accounting firm may issue a report that is qualified if it is not satisfied with our controls or the level at which our controls are documented, designed, operated or reviewed.  Our reporting obligations as a public company will place a significant strain on our management, operational and financial resources and systems for the foreseeable future.  Effective internal controls, particularly those related to sales revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent material misstatements, or in certain extreme cases, fraud.  As a result, our failure to achieve and maintain effective internal controls over financial reporting could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our business and negatively impact the trading price of our stock. Furthermore, we anticipate that we will incur considerable costs and use significant management time and other resources in an effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act.

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SELECTED FINANCIAL DATA

The following tables summarize combined financial data regarding our business and should be read together with “Management’s Discussion and Analysis of Results of Operations and Financial Condition” and the combined financial statements of Orient and the related notes included with those financial statements.  The selected financial information as of and for the three months ended June 30, 2010 and 2009, and as of and for the fiscal years ended March 31, 2010, 2009 and 2008, have been derived from the combined financial statements for Orient.  All monetary amounts are expressed in thousands and in U.S. Dollars ($) unless otherwise indicated. The historical results are not necessarily indicative of the results to be expected for any future period.

	Three months ended June 30,						Years ended March 31,
	2010			2009			2010			2009			2008
	(Unaudited)			(Unaudited)
Income statement data:
Net sales	$	52,649		$	39,264		$	173,706		$	142,572		$	95,612
Cost of sales		(44,276	)		(33,873	)		(146,647	)		(124,548	)		(82,356	)
Gross profit	$	8,373		$	5,391		$	27,059		$	18,024		$	13,256
Operating expenses:
Selling expenses	$	(702	)	$	(663	)	$	(2,899	)	$	(2,360	)	$	(1,813	)
General and administrative expenses		(143	)		(140	)		(592	)		(688	)		(334	)
Total operating expenses	$	(845	)	$	(803	)	$	(3,491	)	$	(3,048	)	$	(2,147	)
Income from operations	$	7,528		$	4,588		$	23,568		$	14,976		$	11,109
Other income (expenses)		(74	)		20			(433	)		(356	)		(217	)
Income before income tax	$	7,454		$	4,608		$	23,135		$	14,620		$	10,892
Income tax		(1,858	)		(1,151	)		(5,786	)		(4,720	)		(3,642	)
Net income	$	5,596		$	3,457		$	17,349		$	9,900		$	7,250

	As of June 30,		As of March 31,
	2010		2010		2009		2008
	(Unaudited)
Balance sheet data:
Cash and cash equivalents	$	4,889	$	1,733	$	993	$	229
Working capital		23,412		17,679		17,433		16,215
Total assets		63,020		50,038		33,659		28,150
Total liabilities		26,600		19,400		7,229		6,254
Total stockholders’ equity	$	36,420	$	30,638	$	26,430	$	21,896

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following discussion and analysis of the combined results of operations and financial condition of Orient New Energy Investments Limited for the three months ended June 30, 2010 and 2009, and for the fiscal years ended March 31, 2010, 2009 and 2008 should be read in conjunction with the Selected Financial Data, the financial statements and related notes for the three months ended June 30, 2010 and 2009, and the audited financial statements and related notes for the years ended March 31, 2010, 2009 and 2008, that are included elsewhere in this Form 8-K. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those  set forth under the Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this Form 8-K. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Overview

Orient New Energy Investments Limited (“Orient” or the “Company”) is a British Virgin Islands holding company in the businesses of wholesale distribution of finished oil products and operation of retail gas stations. All of Orient’s business operations are currently conducted in the People’s Republic of China (the “PRC” or “China”) by Xi’an Orient Petroleum Group Co., Ltd. (“Orient Petroleum”), a PRC limited liability company. Orient controls Orient Petroleum through a series of contractual arrangements entered into with Orient Petroleum and its owners by Orient New Energy Xi’an Ltd. (“Orient Xi’an”), a PRC company. Orient Xi’an is wholly-owned by Orient New Energy Holdings Limited (“Orient Hong Kong”), a Hong Kong company and Orient’s wholly-owned subsidiary. Please see “Relationships with Orient Petroleum and its Owners” above and Note 1 to Orient’s combined financial statements for the three months ended June 30, 2010 and 2009, and for the years ended March 31, 2010, 2009 and 2008, included in this Form 8-K for a description of these contractual arrangements and their impact on Orient’s combined financial statements.

Critical Accounting Policies and Estimates

Certain of the Company’s accounting policies are important to the portrayal of the Company’s financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances.

While our significant accounting policies are more fully described in Note 2 to our combined financial statements appearing at Exhibit 99.1, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis:

Revenue recognition

The Company’s revenue recognition policies are in compliance with SEC Staff Accounting Bulletin (“SAB”) 104. Revenue from the sales of goods is recognized on the transfer of significant risks and rewards of ownership, which generally coincides with the time when the goods are delivered and the title has passed to the customers. Under these policies, no revenue is recognized unless persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collection is reasonably assured. Revenue excludes value-added tax and is arrived at after deduction of trade discounts and allowances.

Interest income is recognized on a time proportion basis, taking into account the principal amounts outstanding and the applicable interest rates.

Allowance for doubtful accounts

The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. As of June 30, 2010, and March 31, 2010 and 2009, the management determined no allowance for uncollectible amounts is required.

Use of Estimates

The preparation of combined financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Areas that require estimates and assumptions include valuation of accounts receivable and determination of useful lives of property, plant and equipment.

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Recent accounting pronouncements

In June, 2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140” (“SFAS No.166”). This statement removes the concept of a qualifying special-purpose entity Statement 140 and removes the exception from applying Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, to qualifying special-purpose entities. SFAS No. 166 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the FASB ASC. SFAS No. 166 is effective for financial asset transfers occurring after the beginning of an entity’s first fiscal year that begins after November 15, 2009 and early adoption is prohibited. The adoption of this amendment will have no material effect on the Company’s financial condition or results of operations.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (“SFAS No. 167”), which amends the consolidation guidance applicable to variable interest entities. The amendments affect the overall consolidation analysis under FASB ASC 810, Consolidation and require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. SFAS No. 167 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the FASB ASC. SFAS No. 167 is effective as of the beginning of the first fiscal year that begins after November 15, 2009, early adoption is prohibited. The adoption of this amendment will have no material effect on the Company’s financial condition or results of operations.

In December 2009, the FASB issued ASU 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets, codifies SFAS No. 166, Accounting for Transfers of Financial Assets, which is a revision to Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. ASU No. 2009-16 eliminates the concept of a “qualifying special-purpose entity” from Statement No.140 and removes the exception from applying FASB Interpretation (FIN) No. 46 (revised December 2003), Consolidation of Variable Interest Entities, to qualifying special-purpose entities. As a result, most securitization entities that previously met the requirements of a qualifying special-purpose entity under Statement No. 140 that are variable interest entities (VIEs) are now required to be evaluated under the revised guidance in the amendment to FIN 46(R). The Company does not expect the provisions of ASU 2009-16 to have a material effect on the financial position, results of operations, or cash flows of the Company.

In December 2009, the FASB issued ASU 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with VIEs, codifies Statement No. 167, Amendments to FASB Interpretation No. 46(R). Among other provisions, this ASU amends FIN 46(R) to require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a VIE. This analysis identifies the primary beneficiary of a VIE as the enterprise that has both (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance, and (b) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. Additionally, ASU No. 2009-17 requires an enterprise to assess whether it has an implicit financial responsibility to ensure that a VIE operates as designed when determining whether it has the power to direct the activities of the VIE that most significantly impact the entity’s economic performance. The Company does not expect the provisions of ASU 2009-17 to have a material effect on the financial position, results of operations, or cash flows of the Company.

In January, 2010, the FASB issued ASU 2010-3—Extractive Activities—Oil and Gas (Topic 932): Oil and Gas Reserve Estimation and Disclosures. This article discusses the ASU’s key provisions and changes in practice. As stated in the adopting release of the SEC Final Rule, application was contingent on the FASB conforming its standards to the requirements of the SEC Final Rule. ASU 2010-3 is effective for annual periods ending on or after March 31, 2010 and is applied prospectively as a change in estimate. However, entities that became subject to the disclosure requirements of Topic 932 solely due to the change to the definition of significant oil and gas producing activities are permitted to apply the disclosure provisions of Topic 932 in annual periods beginning after March 31, 2010.The Company does not expect the provisions of ASU 2010-3 to have a material effect on the financial position, results of operations, or cash flows of the Company.

In January, 2010, the FASB issued ASU 2010-04, Accounting for Various Topics—Technical Corrections to SEC Paragraphs. The Company does not expect the provisions of ASU 2010-4 to have a material effect on the financial position, results of operations, or cash flows of the Company.

In February, 2010, the FASB issued ASU 2010-08—Technical Corrections to Various Topics. The Company does not expect the provisions of ASU 2010-8 to have a material effect on the financial position, results of operations, or cash flows of the Company.

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In February, 2010, the FASB issued Accounting Standards Update (ASU) 2010-09, Subsequent Events (Topic 855) – Amendments to Certain Recognition and Disclosure Requirements.  Per this ASU, an SEC filer would no longer be required to disclose the date through which subsequent events have been evaluated. The ASU also refines the scope of the reissuance disclosure requirements to include revised financial statements only. The Company does not expect the provisions of ASU 2010-9 to have a material effect on the financial position, results of operations, or cash flows of the Company.

In March, 2010, the FASB issued Accounting Standards Update No. 2010-10, Consolidation (Topic 810): Amendments for Certain Investment Funds, which defers the effective date of the amendments to the consolidation requirements made by FASB Statement 167 to a reporting entity’s interest in certain types of entities. The Update also clarifies other aspects of the Statement 167 amendments. As a result of the deferral, a reporting entity will not be required to apply the Statement 167 amendments to the Subtopic 810-10 consolidation requirements to its interest in an entity that meets the criteria to qualify for the deferral. This Update clarifies how a related party’s interests in an entity should be considered when evaluating the criteria for determining whether a decision maker or service provider fee represents a variable interest. In addition, the Update also clarifies that a quantitative calculation should not be the sole basis for evaluating whether a decision maker’s or service provider’s fee is a variable interest. Reporting entities are required to apply the amended guidance as of the beginning of its first annual reporting period that begins after November 15, 2009, and for interim periods within that first annual reporting period. The Company does not expect the provisions of ASU 2010-10 to have a material effect on the financial position, results of operations, or cash flows of the Company.

Results of Operations

Comparison of Results of Operations for the Three months ended June 30, 2010 and 2009

	Three months ended June 30,
	2010					2009
	(Unaudited – amounts in thousands except percentages)
Net sales	$	52,649		100.00	%	$	39,264		100.00	%
Cost of sales		(44,276	)	(84.10	)%		(33,873	)	(86.27	)%
Gross profit	$	8,373		15.90	%	$	5,391		13.73	%
Operating expenses:
Selling expenses	$	(702	)	(1.33	)%	$	(663	)	(1.69	)%
General and administrative expenses		(143	)	(0.27	)%		(140	)	(0.36	)%
Income from operations	$	7,528		14.30	%	$	4,588		11.69	%
Other income (expense)		(74	)	(0.14	)%		20		0.05	%
Income tax expenses		(1,858	)	(3.53	)%		(1,151	)	(2.93	)%
Net income	$	5,596		10.63	%	$	3,457		8.80	%

Net Sales

We operate two business segments: wholesale distribution of finished oil and operation of retail gas stations. Net sales from our two business segments for the three months ended June 30, 2010 increased by $13.4 million or 34.1% from for the same period in 2009. The increase was mainly due to sales growth generated by our gas stations, and increase in our average wholesale and retail selling prices.

The following table sets forth a breakdown of our net sales by business segments for the periods indicated (amounts in thousands):

	Three months ended June 30,
	2010					2009
	(Unaudited)					(Unaudited)
Wholesale distribution of finished oil	$	37,715		71.63	%	$	29,593		75.37	%
Retail gas stations		15,061		28.61	%		9,736		24.80	%
Sales tax and surcharges		(127	)	(0.24	)%		(65	)	(0.17	)%
Net sales	$	52,649		100.00	%	$	39,264		100.00	%

Sales from wholesale distribution for the three months ended June 30, 2010 increased by $8.1 million, or 27.4%, from the same period in 2009 due to increase in sale prices, despite a decrease in sales volume, from 40,569 metric tons for the three months ended June 30, 2009 to 40,066 metric tons for the same period in 2010, a drop of 503 metric tons or 1.2%. Average selling prices increased by approximately 29% period over period.

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Sales from retail gas stations for the three months ended June 30, 2010 increased by $5.3 million or 54.7%, from the same period in 2009. Sales volume for the three months ended June 30, 2010 increased by 3,546 metric tons, or 30.6%, to 15,129 metric tons from 11,583 metric tons for the same period in 2009, due to the increase in the number of gas stations that we operated, from 12 in the three months ended June 30, 2009, to 13 in the same period of 2010, as well as from increase in sales per gas station. In addition, average selling price increased by approximately 18% period over period.

The following table sets forth our average per metric ton selling prices by business segments for the periods indicated:

	Three months ended June 30,
	2010		2009
	(Unaudited)		(Unaudited)
Wholesale distribution of finished oil	$	941	$	729
Retail gas stations	$	996	$	841

Cost of Sales and Gross Profit Margin

Cost of sales includes inventory cost of products sold. The following table sets forth our cost of sales and gross profit both in absolute amount and as a percentage of net sales for the periods indicated (amounts in thousands): 

	Three months ended June 30,
	2010					2009
	(Unaudited)					(Unaudited)
Net sales	$	52,649		100.00	%	$	39,264		100.00	%
Cost of sales		(44,276	)	(84.10	)%		(33,873	)	(86.27	)%
Gross profit	$	8,373		15.90	%	$	5,391		13.73	%

Cost of sales increased by $10.4 million from the three months ended June 30, 2009 to the three months ended June 30, 2010 due to increased sales activities. At the same time, cost of sales as a percentage of net sales decreased, from 86.3% to 84.1%, as the rate of increase for retail sales, which had higher margins, exceeded that of the wholesale segment. Consequently, gross margin as a percentage of net sales increased to approximately 15.9% for the three months ended June 30, 2010 from approximately 13.7% a year ago.

The following table sets forth net sales, cost of sales, gross profit and gross margin by business segments for the periods indicated (amounts in thousands):

	ThreemonthsendedJune30,
	2010										2009
	Net sales		Cost of sales			Gross profit		Gross margin			Net sales		Cost of sales			Gross profit		Gross margin
	(Unaudited)										(Unaudited)
Wholesale distribution of finished oil	$	37,624	$	(31,801	)	$	5,823		15.48	%	$	29,544	$	(26,397	)	$	3,147		10.65	%
Gas stations		15,025		(12,475	)		2,550		16.97	%		9,720		(7,476	)		2,244		23.09	%
Total	$	52,649	$	(44,276	)	$	8,373		15.90	%	$	39,264	$	(33,873	)	$	5,391		13.73	%

Selling, General and Administrative Expenses

Selling expenses includes all expenses and taxes directly related to selling product. Selling expenses increased by $39 thousand from the three months ended June 30, 2009 to the three months ended June 30, 2010. The increase was mainly due to increased rental expense for our gas stations, which increased from $198 thousand to $287 thousand offset by decrease in freight from $228 thousand to $148 thousand. Increased sales activities and the resulting increase in salary expense, from $115 thousand to $144 thousand, also contributed to the increase.

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General and administrative expenses were mainly comprised of salaries and payment to the local water conservancy fund. General and administrative expenses for the periods reported remained relatively unchanged in absolute amount, due to cost control measures taken by the Company.

Interest Expenses

Interest expenses decreased to $84 thousand for the three months ended June 30, 2010 from $98 thousand for the same period in 2009. This decrease was mainly due to the decrease of our short-term loan interest rate, from 8.44% to 5.84%.

Income Tax Expenses

Income tax expenses for the three months ended June 30, 2010 increased by $707 thousand from the same period in 2009. The increased income tax expenses resulted from higher taxable income generated period over period.

Net Income

Net income from our two business segments for the three months ended June 30, 2010 increased by $2.1 million from the three months ended June 30, 2009. This increase was mainly attributable to the increase in net sales offset by increase in cost of sales and operating expenses.

Comparison of Results of Operations for the Years ended March 31, 2010 and 2009

	Yearsended March 31,
	2010					2009
	(Amounts in thousands except percentages)
Net sales	$	173,706		100.00	%	$	142,572		100.00	%
Cost of sales		(146,647	)	(84.42	)%		(124,548	)	(87.36	)%
Gross profit	$	27,059		15.58	%	$	18,024		12.64	%
Operating expenses:
Selling expenses		(2,899	)	(1.67	)%		(2,360	)	(1.66	)%
General and administrative expenses		(592	)	(0.34	)%		(688	)	(0.48	)%
Income from operations	$	23,568		13.57	%	$	14,976		10.50	%
Other income (expense)		(433	)	(0.25	)%		(356	)	(0.25	)%
Income tax expenses		(5,786	)	(3.33	)%		(4,720	)	(3.31	)%
Net income	$	17,349		9.99	%	$	9,900		6.94	%

Net Sales

Net sales from our two business segments for the year ended March 31, 2010 increased by $31.1 million or 21.8 % from the year ended March 31, 2009. The increase was mainly due sales growth generated by our gas stations and increase in our average wholesale and retail selling prices.

The following table sets forth a breakdown of our net sales, by business segments, for the periods indicated (amounts in thousands):

	Yearsended March 31,
	2010					2009
Wholesale distribution of finished oil	$	126,617		72.89	%	$	109,043		76.48	%
Retail gas stations		47,549		27.37	%		33,844		23.74	%
Sales tax and surcharges		(460	)	(0.26	)%		(315	)	(0.22	)%
Net sales	$	173,706		100.00	%	$	142,572		100.00	%

Sales from wholesale distribution for the year ended March 31, 2010 increased $17.6 million or 16.1% from the year ended March 31, 2009. Sales volume for the year ended March 31, 2010 was 160,243 metric tons, an increase of 19,728 metric tons or 14% from 140,515 metric tons for the year ended March 31, 2009, as a result of increased sales to existing customers. Average selling prices also increased by approximately 2% year over year.

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Sales from retail gas stations for the year ended March 31, 2010 increased $13.7 million or 40.5% from the year ended March 31, 2009. Sales volume for the year ended March 31, 2010 increased by 12,751 metric tons or 33.1% to 51,233 metric tons, from 38,482 metric tons for the year ended March 31, 2009. The increased resulted from the increase in the number gas stations, from 12 in 2009 to 13 in 2010, as well as increase in sales per gas station. Additionally, average selling price increased by approximately 6% over the year.

The following table sets forth our average per metric ton selling prices by business segments for the periods indicated:

	Years ended March 31,
	2010		2009
Wholesale distribution of finished oil	$	790	$	776
Retail gas stations	$	928	$	879

Cost of Sales and Gross Profit Margin

Cost of sales includes inventory cost of products sold. The following table sets forth our cost of sales and gross profit both in absolute amount and as a percentage of net sales for the periods indicated (amounts in thousands): 

	Years ended March 31,
	2010					2009
Net sales	$	173,706		100.00	%	$	142,572		100.00	%
Cost of sales		(146,647	)	(84.42	)%		(124,548	)	(87.36	)%
Gross profit	$	27,059		15.58	%	$	18,024		12.64	%

Cost of sales for the year ended March 31, 2010 increased by $22.1 million from the year ended March 31, 2009 due to increased sales activities. At the same time, cost of sales as a percentage of net sales decreased to approximately 84.4% from approximately 87.4 %, as the rate of increase for retail sales, which had higher margins, exceeded that of the wholesale segment. Consequently, gross margin as a percentage of net sales increased to approximately 15.6% for the year ended March 31, 2010 from approximately 12.6% for the year ended March 31, 2009.

The following table sets forth net sales, cost of sales, gross profit and gross margin by business segments for the periods indicated (amounts in thousands):

	Years ended March 31,
	2010										2009
	Net sales		Cost of sales			Gross profit		Gross margin			Net sales		Cost of sales			Gross profit		Gross margin
Wholesale distribution of finished oil	$	126,283	$	(110,689	)	$	15,594		12.35	%	$	108,804	$	(97,507	)	$	11,297		10.38	%
Gas stations		47,423		(35,958	)		11,465		24.18	%		33,768		(27,041	)		6,727		19.92	%
Total	$	173,706	$	(146,647	)	$	27,059		15.58	%	$	142,572	$	(124,548	)	$	18,024		12.64	%

Selling, General and Administrative Expenses

Selling expenses for the year ended March 31, 2010 increased by $539 thousand from the year ended March 31, 2009 due to increased rental expense for our gas stations. Increased sales activities and the resulting increase in salary expense, from $501 thousand to $592 thousand, also contributed to the increase.

General and administrative expenses for the year ended March 31, 2010 decreased by $96 thousand from the year ended March 31, 2009 due to enhanced cost control in administrative activities and decrease in administrative headcount. However, we expect our general and administrative expenses will increase in tandem with any expansion of our business operations.

Interest Expenses

Interest expenses increased to $573 thousand for the year ended March 31, 2010 from $393 thousand for the year ended March 31, 2009. The increase was mainly due to the increase in the amount of our short-term loans year over year, from $2.0 million to $3.5 million, to meet the Company’s working capital needs.

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Income Tax Expenses

Income tax expenses for year ended March 31, 2010 increased $1.1 million from the year ended March 31, 2009. As our income tax rate for 2010 has remained unchanged from 2009, the increased income tax expenses resulted from higher taxable income generated year over year.

Net Income

Net income from our two business segments for the year ended March 31, 2010 increased $7.4 million from in the year ended March 31, 2009. This increase was mainly attributable to increase in net sales offset by increase in cost of sales and operating expenses.

Comparison of Results of Operations for the Years ended March 31, 2009 and 2008

	Years ended March 31,
	2009					2008
	(Amounts in thousands, except percentages)
Net sales	$	142,572		100.00	%	$	95,612		100.00	%
Cost of sales		(124,548	)	(87.36	)%		(82,356	)	(86.14	)%
Gross profit	$	18,024		12.64	%	$	13,256		13.86	%
Operating expenses:
Selling expenses		(2,360	)	(1.66	)%		(1,813	)	(1.90	)%
General and administrative expenses		(688	)	(0.48	)%		(334	)	(0.35	)%
Income from operations	$	14,976		10.50	%	$	11,109		11.62	%
Other income (expense)		(356	)	(0.25	)%		(217	)	(0.23	)%
Income tax expenses		(4,720	)	(3.31	)%		(3,642	)	(3.81	)%
Net income	$	9,900		6.94	%	$	7,250		7.58	%

Net Sales

Net sales from our two business segments for the year ended March 31, 2009 increased by $47.0 million or 49.1% from for the same period in 2008. The increase was mainly due to sales growth generated by our gas stations, and increase in our average wholesale and retail selling prices.

The following table sets forth a breakdown of our net sales by business segments for the periods indicated (amounts in thousands):

	Yearsended March 31,
	2009					2008
Wholesale distribution of finished oil	$	109,043		76.48	%	$	72,849		76.19	%
Retail gas stations		33,844		23.74	%		23,028		24.08	%
Sales tax and surcharges		(315	)	(0.22	)%		(265	)	(0.27	)%
Total net sales	$	142,572		100.00	%	$	95,612		100.00	%

Sales from wholesale distribution for the year ended March 31, 2009 increased by $36.2 million, or 49.7%, from the same period in 2008. Sales volume for the year ended March 31, 2009 increased by 31,166 metric tons, or 28.5%, to 140,515 metric tons from 109,349 metric tons for the same period in 2008, as a result of increased sales to our existing customers. Average selling prices also increased by approximately 7% year over year.

Sales from retail gas stations for the year ended March 31, 2009 increased by $10.8 million or 47.0%, from the same period in 2008. Sales volume for the year ended March 31, 2009 increased by 6,144 metric tons, or 19%, to 38,482 metric tons from 32,338 metric tons for the same period in 2008, from increase in sales per gas station. In addition, average selling prices increased by approximately 14% year over year.

The following table sets forth our average per metric ton selling prices by business segments for the periods indicated:

	Years ended March 31
	2009		2008
Wholesale distribution of finished oil	$	776	$	723
Retail gas stations	$	879	$	772

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Cost of Sales and Gross Profit Margin

Cost of sales includes inventory cost of products sold. The following table sets forth the components of our cost of sales and gross profit both in absolute amount and as a percentage of net sales for the periods indicated (amounts in thousands): 

	Yearsended March 31,
	2009					2008
Net sales	$	142,572		100.00	%	$	95,612		100.00	%
Cost of sales		(124,548	)	(87.36	)%		(82,356	)	(86.14	)%
Gross profit	$	18,024		12.64	%	$	13,256		13.86	%

Cost of sales increased by $42.2 million from the year ended March 31, 2008 to the year ended March 31, 2009 due to increased sales activities. At the same time, cost of sales as a percentage of net sales increased from 86.1% to 87.3%. Consequently, gross margin as a percentage of net sales decreased to approximately 12.6% for the year ended March 31, 2009 from approximately 13.9% a year ago.

The following table sets forth net sales, cost of sales, gross profit and gross margin by business segments for the periods indicated (amounts in thousands):

	Years ended March 31,
	2009										2008
	Net sales		Cost of sales			Gross profit		Gross margin			Net sales		Cost of sales			Gross profit		Gross margin
Wholesale distribution of finished oil	$	108,804	$	(97,507	)	$	11,297		10.38	%	$	72,648	$	(63,467	)	$	9,181		12.64	%
Gas stations		33,768		(27,041	)		6,727		19.92	%		22,964		(18,889	)		4,075		17.75	%
Total	$	142,572	$	(124,548	)	$	18,024		12.64	%	$	95,612	$	(82,356	)	$	13,256		13.86	%

Selling, General and Administrative Expenses

Selling expenses increased by $547 thousand from the year ended March 31, 2008 to the year ended March 31, 2009. The increase was mainly due to increased sales activities, which resulted in increase freight expense. Increased rental expense of our gas stations was also a contributing factor.

General and administrative expenses increasing by $354 thousand from the year ended March 31, 2008 to the year ended March 31, 2009, due to increase in payroll and other administrative expenses.

Interest Expenses

Interest expenses increased to $393 thousand for the year ended March 31, 2009 from $313 thousand for the same period in 2008. The increase was mainly due to the increase in the amount of our short-term loans year over year, from $3.0 million to $2.0 million, to meet the Company’s working capital needs.

Income Tax Expenses

Income tax expenses for the year ended March 31, 2009 increased by $1.1 million from the same period in 2008. Although our income tax rate changed from 33% to 25% on January 1, 2008, higher taxable income generated period over period resulted in the increased income tax expenses.

Net Income

Net income from our two business segments for the year ended March 31, 2009 increased by $2.7 million from the year ended March 31, 2008. This increase was mainly attributable to the increase in net sales offset by increase in cost of sales and operating expenses.

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Liquidity and Capital Resources

In summary, our cash flows were as follows for the periods indicated (amounts in thousands):

	Three months ended						Years ended
	June 30,						March 31,
	2010			2009			2010			2009			2008
	(Unaudited)			(Unaudited)
Net cash provided by (used in) operating activities	$	4,335		$	4,720		$	22,185		$	14,044		$	(2,833	)
Net cash (used in) provided by investing activities		(260	)		(24	)		(5,192	)		(4,043	)		27
Net cash (used in) financing activities	$	(942	)	$	(4,465	)	$	(16,254	)	$	(9,247	)	$	(2,817	)

We presently finance our operations primarily from the cash flow from our operations and short term bank loans, and we anticipate that this will continue to be our primary source of funds to finance our short-term cash needs. If we require additional capital to expand or enhance our existing facilities, we may consider debt or equity offerings or institutional borrowing as potential means of financing.

Three months ended June 30, 2010

As of June 30, 2010, we had cash and cash equivalents of $4.9 million, other current assets of $45.1 million and current liabilities of $26.6 million.

Net cash provided by operating activities for the three months ended June 30, 2010 was $4.3 million as compared with net cash provided by operating activities of $4.7 million for the same period in 2009. This decrease was mainly attributable to increased advance payment made to our suppliers as required by our agreements with them.

Net cash used in investing activities was $260 thousand for the three months ended June 30, 2010, compared with $24 thousand used in investing activities for the same period in 2009. This increase in net cash used in investing activities was mainly due to increase in purchase of fixed assets.

Net cash used in financing activities was $1.0 million for the three months ended June 30, 2010, compared with $4.5 million net cash used in financing activities for the same period in 2009. Orient Petroleum declared and paid $8 million in dividends to its equity owners during the three months ended June 30, 2009, while none was declared or paid during the same period in 2010, which resulted in the decrease in net cash used in financing activities.

Year ended March 31, 2010

As of March 31, 2010, we had cash and cash equivalents of $1.7 million, other current assets of $35.3 million and current liabilities of $19.4 million.

Net cash provided by operating activities for the year ended March 31, 2010 was $22.2 million compared with net cash provided by operating activities of $14.0 million for the same period in 2009. This increase was mainly attributable to increase in both net income and short-term notes payables.

Net cash used in investing activities was approximately $5.2 million for the year ended March 31, 2010, compared with $4.0 million used in investing activities for the same period in 2009. This increase in net cash used in investing activities was mainly due to increased long-term lease payments for our gas stations.

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Net cash used in financing activities was $16.3 million for the year ended March 31, 2010, compared with $9.2 million net cash used in financing activities for the same period in 2009. The increase in net cash used in financing activities was mainly due to dividends totaling $23 million declared and paid by Orient Petroleum to its equity owners through March 31, 2010, offset by their capital injection to Orient Petroleum of $10 million made in December 2009. No dividends were declared or paid by Orient Petroleum since then.

Year ended March 31, 2009

As of March 31, 2009, we had cash and cash equivalents of $993 thousand, other current assets of $23.7 million and current liabilities of $7.2 million.

Net cash provided by operating activities for the twelve months ended March 31, 2009 was $14.0 million compared with net cash provided by operating activities of $2.8 million for the same period in 2008. This increase was mainly attributable to increase in both net income and short-term notes payables

Net cash used in investing activities was $4.0 million for the twelve months ended March 31, 2009, compared with $27 thousand cash provided by investing activities for the same period in 2008. This increase in net cash used in investing activities was mainly due to increase in long-term lease payments for our gas stations.

Net cash used in financing activities was $9.2 million for the twelve months ended March 31, 2009, compared with $2.8 million net cash used in financing activities for the same period in 2008. The increase in net cash used in financing activities was mainly due to dividends totaling $6 million declared and paid by Orient Petroleum to its equity owners through March 31, 2009, as well as repayment of short-term borrowings over the period.

Off-Balance Sheet Arrangements

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

Contractual Obligations and Commitments

The following table summarizes our significant contractual obligations as of June 30, 2010 (amounts in thousands):

	Payment Due by Period
			Less Than						After
Contractual Obligations	Total		1 Year		1-3 Years		3-5 Years		5 Years
	(Amounts expressed in thousands)
Operating leases	$	898	$	88	$	118	$	118	$	574
Total contractual cash obligations	$	898	$	88	$	118	$	118	$	574

Quantitative and Qualitative Disclosures about Market Risks

In the normal course of business, we do not hold or issue financial instruments which expose us to interest rate and foreign exchange rate risks. However, our operations are affected by certain commodity price movements. We historically have not used derivative instruments for hedging or trading purposes. Such activities are subject to policies approved by our senior management.

Interest Rate Risk

We do not hold any financial instruments that are sensitive to changes in interest rate. Hence we do not have any interest risk exposure

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Foreign Exchange Rate Risk

The RMB is not a freely convertible currency. Limitation in foreign exchange transactions imposed by the PRC government could cause future exchange rates to vary significantly from current or historical exchange rates.

Since our business is conducted primarily in RMB, and we do not have any foreign currency payments for imported equipments or materials, we do not have any foreign exchange rate risk exposure.

Commodity Price Risk

We purchase gasoline, diesel, naphtha (primarily used as additive for methanol), methanol and gasoline addictives from various petroleum refineries and suppliers in the PRC. We enter into one-year contracts with our suppliers that require us to purchase a minimum amount of specified oil products at market price during the year. Market prices are affected by various factors such as changes in global and regional politics and economy, the demand and supply of crude oil and refined products. We do not use any derivative instruments to evade such price risks.

DESCRIPTION OF PROPERTY

The following table provides a general description of our current offices and facilities:

Principal Activities	Location	Area  (approximate  square meters)	Land Use Right or Lease Expiration Date/Lease Term
Headquarters (1)	Xi’an	534.64	One year term
Storage Depot (2)	Xi’an	15,333.33	April 30, 2025
Storage Depot (3)	Xi’an	12,333.33	March 31, 2023
Sales Offices (4)	Shaanxi Province	128.33	Various lease terms
Gas Stations – Owned (5)	Shaanxi Province	N/A	N/A
Gas Stations – Leased (6)	Shaanxi Province	N/A	10 to 15 years lease term

(1) Our headquarters is comprised of seven leases, including six for offices and one for cafeteria. Five of the leases expire in January 2011 and two expire in April 2011. Annual lease obligation for our headquarters in the aggregate is RMB 16,167.

(2) We purchased the depot from a non-state owned petroleum company in 2005 for RMB 20.5 million. Annual payment to retain our land use right is RMB 400,000.

(3) Our annual lease obligation is RMB 650,000.

(4) We maintain three sales offices in Shaanxi Province to support our whole distribution business. The lease terms vary, expiring on December 31, 2011, December 31, 2012, and July 19, 2019, respectively. Annual lease obligation for these offices in the aggregate is RMB 44,400.

(5) We own two gas stations, and their land use rights are retained by the parties from whom we acquired the gas stations. Such parties are responsible for all land use right related fees and expenses.

(6) We currently operate 11 gas stations under renewable 10-15 years lease agreements with their owners. Our annual lease obligation for these stations in the aggregate is RMB 60,500.

All land in the PRC is owned by the government and cannot be sold to any individual or entity. Instead, the government grants landholders a land use right in exchange for a purchase price for such right. The land use right allows its holder the right to use the land for a specified long-term period of time and enjoys all the interests of ownership of the land.

For more details regarding our leases, please see Note 4, “Prepaid Expenses,” and Note 10, “Commitments and Contingencies” of the notes to our audited financial statements for the three months ended June 30, 2010 and 2009, and for the years ended March 31, 2010, 2009 and 2008 included elsewhere in this Form 8-K, which sections are incorporated here by reference.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership Prior to Change of Control

The following table sets forth information regarding the beneficial ownership of the Registrant’s common stock as of September 6, 2010, for each of the following persons, immediately prior to the Closing of the Exchange:

· each person who was a director or executive officer of the Registrant immediately prior to the Closing the Exchange;

· all such directors and executive officers as a group; and

· each person (including any group) who is known by the Registrant as to own beneficially five percent or more of the Registrant’s common stock immediately prior the Closing of the Exchange.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. Unless otherwise indicated in the table, the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the shareholder’s name. The percentage of class beneficially owned set forth below is based on 7,900,000 shares of common stock issued and outstanding as of September 6, 2010, immediately prior to the Closing of the Exchange.

Executive officers and directors:	Number of Shares beneficially owned (1)		Percentage of class beneficially owned
Terry Hahn, President, CEO, CFO and sole Director (2)		0	0.00	%
All directors and executive officers as a group (one person)		0	0.00	%
5% Shareholders:
Hong Gao (3)		13,250,000	82.04	%

(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on September 6, 2010. Percentage totals may vary slightly due to rounding.

(2)  Mr. Hahn’s address is 21-10405 Jasper Avenue, Edmonton, Alberta, T5J 3S2, Canada.

(3) Ms. Gao’s address is Suite 303, Building 19, Liulitunbeili, Chaoyang District, Beijing, PRC.

Security Ownership After Change of Control

The following table sets forth information regarding the beneficial ownership of the Registrant’s common stock as of September 7, 2010, for each of the following persons, after the Closing of the Exchange:

· each person named to be a director and/or executive officer of the Registrant in connection with the Exchange;

· all such directors and executive officers as a group; and

· each person (including any group) who is known by the Registrant as to own beneficially five percent or more of the Registrant’s common stock after the Closing of the Exchange.

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Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. Unless otherwise indicated in the table, the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the shareholder’s name. The percentage of class beneficially owned set forth below is based on 30,000,000 shares of common stock issued and outstanding as of September 7, 2010, immediately following the Closing of the Exchange.

Executive officers and directors: (1)	Number of Shares beneficially owned (2)		Percentage of class beneficially owned (2)
Anping Yao (3)		16,915,212		56.38	%
Bin Fu (4)		55,800		*
Yan Tian (5)		279,000		*
All directors and executive officers as a group (three persons)		17,250,012		57.50	%
5% Shareholders: (1)
Ultimate Sino Holdings Limited (6)		18,386,100		61.29	%

* Less than 1%.

(1)	Unless otherwise noted, the address for each of the named beneficial owners is: 1 Xingqing Rd., Cuiting Plaza, Suite 2201, Xi’an, Shaanxi Province, PRC 710032.
(2)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on September 7, 2010. Percentage totals may vary slightly due to rounding.
(3)	Represents shares held directly by Ultimate Sino Holdings Limited (“Ultimate”), a British Virgin Islands company and majority shareholder of Orient immediately prior to the Exchange. Pursuant to the terms of the Exchange Agreement, the Registrant issued 18,386,100 common shares to Ultimate at the Closing of the Exchange, of which Mr. Yao is an indirect beneficiary of 16,915,212 common shares, as he holds an option to acquire shares of Ultimate.  Pursuant to a certain Call Option Agreement dated August 12, 2010, Mr. Yao has the right to acquire 92% of the issued and outstanding capital stock of Ultimate (equal to his percentage ownership of Orient) from the sole shareholder of Ultimate.
(4)	Represents shares held directly by Dynasty Wisdom Limited (“Dynasty”), a British Virgin Islands company and a minority shareholder of Orient immediately prior to the Exchange. Pursuant to the terms of the Exchange Agreement, the Registrant issued 1,395,000 common shares to Dynasty at the Closing of the Exchange, of which Mr. Fu is an indirect beneficiary of 55,800 common shares, equal to his percentage ownership of Dynasty.
(5)	Represents shares held directly by Opal Treasure Limited (“Opal”), a British Virgin Islands company and a minority shareholder of Orient immediately prior to the Exchange. Pursuant to the terms of the Exchange Agreement, the Registrant issued 1,143,900 common shares to Opal at the Closing of the Exchange, of which Ms. Tian is an indirect beneficiary of 279,000 common shares, equal to her percentage ownership of Opal.
(4)	The address of Ultimate is Room AB, 22/F Cuiting Mansion, Xingqing Road Zhong Duan, Xi’an, Shaanxi Province, PRC 710048.

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DIRECTORS AND EXECUTIVE OFFICERS

Directors and Executive Officers Prior to Change of Control

The Registrant’s officers and directors prior to the Closing of the Exchange Transaction and information concerning them are as follows:

Name	Age	Position
Terry Hahn	53	President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director

Biographical Information

Terry Hahn, age 53, had been the Registrant’s president, chief executive officer, chief financial officer, treasurer and secretary since its inception, as well as its sole director. From 1986 to date, Mr. Hahn has been involved in business start-ups, business management, consulting and investment research, and has been involved with businesses in the music, retail, insurance and property management industries. Mr. Hahn graduated with Bachelor of Science in Electrical Engineering at the University of Alberta in 1977.

Directors and Executive Officers After Change of Control

Pursuant to the Exchange Agreement, Mr. Hahn resigned as the Registrant’s president, chief executive officer, chief financial officer, treasurer, secretary and sole director, and the following persons were appointed in his place, effective as of the Closing of the Exchange:

Name	Age	Position
Anping Yao *	52	Chief Executive Officer and Chairman of the Board of Directors
Bin Fu *	51	Chief Financial Officer and Secretary
Yan Tian	48	Director

* Denotes an executive officer

Biographical Information

Anping Yao founded Xi’an Lianhu Petroleum Chemical Co., Ltd. (“Lianhu Petroleum”) in September 1991, which became Orient Petroleum on December 4, 1996. Mr. Yao currently serves as the vice president of the Petroleum Association of Shaanxi Province, a non-profit association organized by local petroleum companies to provide general information on the petroleum industry and regulate the local petroleum market in terms of environmental protection, quality control and staff training. Prior to his founding of Lianhu Petroleum, Mr. Yao worked at Xi’an 7226 Factory from 1987 to 1990 and served in the Chinese Army from 1975 to 1986.

Bin Fu graduated from Shaanxi Financial Institute in 1982 with a bachelor degree in Economics. Mr. Fu formerly worked as the financial manager and financial supervisor consecutively at Xi’an Shiji Jinhua Holding Company from January 1999 to September 2006. Mr. Fu formerly worked as the financial supervisor at Shaanxi Haifujia Chunqiu Industry Co., Ltd. from September 2006 to May 2010.

Yan Tian graduated from the Lanzhou Military Medical School in May 1985 and formerly worked as a mid-level clinical doctor at Xi’an 323 Hospital from June 1985 to October 2002. Ms. Tian has been serving as the director and the general manager of human resources of Orient Petroleum since she joined the Company in November 2002.

Family Relationships

Other than Anping Yao and Yan Tian, who are husband and wife, there are no family relationships between or among any of the Registrant’s sole director and executive officer serving prior to the Exchange and the directors and executive officers appointed in connection with the Exchange.

Involvement in Certain Legal Proceedings

There are no orders, judgments, or decrees of any governmental agency or administrator, or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining any of the officers or directors appointed in connection with the Exchange from engaging in or continuing any conduct, practice or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security, or any aspect of the securities business or of theft or of any felony. Nor are any of the officers or directors of any corporation or entity affiliated with the Registrant so enjoined.

44

Board of Directors

In connection with the Exchange, the Registrant’s board of directors is now composed of two members.  All members of the board of directors serve in this capacity until the next annual meeting of the shareholders.  The Registrant’s bylaws provide that the authorized number of directors will be not less than one and no more than nine.

In connection with the Exchange, Anping Yao has been appointed to the Registrant’s board of directors as chairman.  In this capacity Mr. Yao will be responsible for meeting with the Registrant’s chief financial officer to review financial and operating results, reviewing agendas and minutes of board and committee meetings, and presiding at the meetings of the board of directors.

Board Committees; Director Independence

As of the date of this Form 8-K, the Registrant’s board of directors has not appointed a nominating committee, audit committee or compensation committee, or committees performing similar functions, nor does it have a written nominating, compensation or audit committee charter. The Registrant also does not have an “audit committee financial expert” as such term is defined in the rules promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act. The functions ordinarily handled by these committees are currently handled by the entire board of directors. The board of directors intends, however, to review the governance structure and institute board committees as necessary and advisable in the near future, to facilitate the management of the Registrant’s business.

None of the directors appointed in connection with the Exchange are considered “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act. The Registrant is not currently subject to any law, rule or regulation, however, requiring that all or any portion of its board of directors include "independent" directors.

The Registrant currently does not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. The Registrant currently also does not have any specific or minimum criteria for the election of nominees to the board of directors and does not have any specific process or procedure for evaluating such nominees. The entire board of directors assesses all candidates, whether submitted by management or shareholders, and makes recommendations for election or appointment.

A stockholder who wishes to communicate with the board of directors may do so by directing a written request addressed to the Registrant’s chief executive officer at the address appearing on the face page of this Form 8-K. The Registrant does not have a policy regarding the attendance of board members at the annual meeting of shareholders.

Code of Ethics

The Registrant has not adopted a code of ethics as of the date of this Form 8-K. However, the Registrant intends to adopt a code of ethics in the near future.

Section 16(a) Beneficial Ownership Compliance

Not applicable.

Compensation Committee Interlocks and Insider Participation

No interlocking relationship exists between the Registrant’s board of directors and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.

EXECUTIVE COMPENSATION

Executive Compensation

The following summary compensation table indicates the cash and non-cash compensation earned during the fiscal years ended March 31, 2010, 2009 and 2008, by the Registrant’s chief executive officer, chief financial officer and each of the other two highest paid executives, if any, whose total compensation exceeded $100,000 during such periods.

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Name and Principal Position	Year ended March 31,	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation Earnings ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
	2010		0		0		0		0		0		0		0		0
Anping Yao	2009		0		0		0		0		0		0		0		0
current CEO (1)	2008		0		0		0		0		0		0		0		0
	2010		0		0		0		0		0		0		0		0
Bin Fu	2009		0		0		0		0		0		0		0		0
current CFO (2)	2008		0		0		0		0		0		0		0		0
Terry Hahn	2010		0		0		0		0		0		0		0		0
former CEO and	2009		0		0		0		0		0		0		0		0
CFO (3)	2008		0		0		0		0		0		0		0		0

(1) Mr. Yao was appointed as the Registrant’s chief executive officer on September 7, 2010, in connection with the Exchange. Mr. Yao’s compensation for the periods reported was paid to him by Orient Petroleum.  Mr. Yao’s compensation, for reporting purposes, has been converted to U.S. Dollars at the conversion rate of 6.8289 RMB to one U.S. dollar for 2010, 6.8671 RMB to one U.S. dollar for 2009, and 7.4535 RMB to one U.S. dollars for 2008.

(2) Bin Fu was appointed as the Registrant’s chief financial officer on September 7, 2010, in connection with the Exchange. Mr. Fu’s compensation for the periods reported was paid to him by Orient Petroleum.  Mr. Fu’s compensation, for reporting purposes, has been converted to U.S. Dollars at the conversion rate of 6.8289 RMB to one U.S. dollar for 2010, 6.8671 RMB to one U.S. dollar for 2009, and 7.4535 RMB to one U.S. dollars for 2008.

(3) Mr. Hahn resigned as the Registrant’s president, chief executive officer, chief financial officer, treasurer and secretary on September 7, 2010, in connection with the Exchange. Mr. Hahn’s compensation for the periods reported are based on the Registrant’s prior fiscal year end of May 31, which has been changed to March 31 in connection with the Exchange.

Employment Agreements

The Registrant currently has no employment agreements with any of its executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement or any other termination of any of its executive officers, from a change-in-control, or from a change in any executive officer’s responsibilities following a change-in-control.

Employment Agreements of Orient Petroleum

Orient Petroleum has employment agreements with certain members of its management team, including Gongping He, vice-president of operation, Ruike Yuan, vice-president of administration, Xuewu Chen, vice-president of sales, Na Li, vice-president of financial affairs, and Yong Yang, sales manager. These employment agreements provide for a term of one year, commencing January 1, 2010, and a basic salary that includes the premium for social insurance coverage. Orient Petroleum has the right to adjust the basic salary based on its financial results. The employment agreements are also subject to termination upon a 30-day notice by any party.

Director Compensation

          Currently, the Registrant does not pay any compensation to members of its board of directors for their service on the board.  However, the Registrant intends to review and consider future proposals regarding board compensation.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Share Exchange Agreement

On September 7, 2010, the Registrant executed the Exchange Agreement with Orient and the Orient Stockholders. Orient owns 100% of Orient Hong Kong, which in turns owns 100% of Orient Xi’an.

On the Closing Date of the Exchange Agreement, the Registrant issued 27,100,000 shares of its common stock to the Orient Stockholders in exchange for 100% of the issued and outstanding common stock of Orient. After the Closing, the Registrant has a total of 30,000,000 shares of common stock outstanding, with the Orient Stockholders owning approximately 90.33% of the Registrant’s total issued and outstanding common shares.

46

As a result of the Exchange, the Orient Stockholders became the Registrant’s controlling shareholders and Orient became the Registrant’s wholly owned subsidiary. In connection therewith, the Registrant acquired the business and operations of Orient Petroleum Group, which principal business activities are conducted by Orient Petroleum in China.

LEGAL PROCEEDINGS

             Currently there are no legal proceedings pending or threatened against the Registrant.  From time to time, however, the Registrant may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.  Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Registrant’s business.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY

AND RELATED SHAREHOLDER MATTERS

Market Information

             The Registrant’s common stock is traded on the Over-The-Counter Bulletin Board ("OTCBB") under the symbol “XTML.OB”. Since inception, there has been no trading in the Registrant’s shares.

Holders

             As of September 7, 2010, immediately after the Closing of the Exchange, there were 14 shareholders of record of the Registrant’s common stock based upon the shareholders’ listing provided by the Registrant’s transfer agent, Empire Stock Transfer, Inc., whose address is 1859 Whitney Mesa Drive, Henderson, Nevada 89014, and whose phone number is (702) 818-5898.

Dividends

The Registrant has never paid cash dividends on its common stock.  We intend to keep future earnings, if any, to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future.  Our future payment of dividends will depend on our earnings, capital requirements, expansion plans, financial condition and other relevant factors that our board of directors may deem relevant.  Our retained earnings deficit currently limits our ability to pay dividends.

RECENT SALES OF UNREGISTERED SECURITIES

              Reference is made to Item 3.02 of this Form 8-K for a description of recent sales of unregistered securities, which is hereby incorporated by reference.

DESCRIPTION OF SECURITIES

General

              The Registrant’s authorized capital stock consists of 75,000,000 shares of common stock at a par value of $0.001 per share. After the Closing of the Exchange, the Registrant has 30,000,000 shares of common stock issued and outstanding held by approximately 14 stockholders of record.

Common Stock

Holders of the Registrant’s common stock are entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Holders of common stock representing a majority of the voting power of the Registrant’s capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders.  A vote by the holders of a majority of the Registrant’s outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Registrant’s Articles of Incorporation. The Registrant’s Articles of Incorporation does not provide for cumulative voting in the election of directors.

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             Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds.  In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock.  Holders of common stock have no pre-emptive rights or conversion rights, and there are no redemption provisions applicable to the common stock.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Pursuant to Nevada’s Revised Business Statutes, the Registrant adopted Bylaws with the following indemnification provisions for its directors and officers:

“(a)The Directors shall cause the Corporation to indemnify a Director of former Director of the Corporation and the Directors may cause the Corporation to indemnify a director or former director of a corporation of which the Corporation is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or here being or having been a Director of the Corporation or a director of such corporation, including an action brought by the Corporation or corporation.  Each Director of the Corporation on being elected or appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.

 (b) The Directors may cause the Corporation to indemnify an officer, employee or agent of the Corporation or of a corporation of which the Corporation is or was a shareholder (notwithstanding that he is also a Director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or agent of the Corporation or corporation.  In addition, the Corporation shall indemnify the Secretary or an Assistant Secretary of the Corporation (if he is not a full-time employee of the Corporation and notwithstanding that he is also a Director), and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles and each such Secretary and Assistant Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.

(c) The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a Director, officer, employee or agent.”

These indemnification provisions may be sufficiently broad to permit indemnification of the Registrant's executive officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the Registrant’s directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. No pending material litigation or proceeding involving the Registrant’s directors, executive officers, employees or other agents as to which indemnification is being sought exists, and the Registrant is not aware of any pending or threatened material litigation that may result in claims for indemnification by any of its directors or executive officers.

Item 3.02 Unregistered Sales of Equity Securities

Exchange

On September 7, 2010, and as described under Item 2.01 above, pursuant to the Exchange Agreement, the Registrant issued 27,100,000 shares of its common stock to the Orient Stockholders in exchange for 100% of the issued and outstanding capital stock of Orient. The issuance of these shares was exempt from registration pursuant to Regulation S promulgated under the Securities Act. The Registrant made this determination based on the representations of the Orient Stockholders, which included, in pertinent part, that such shareholders were not a "U.S. person" as that term is defined in Rule 902(k) of Regulation S under the Securities Act, and that such shareholders were acquiring the Registrant’s common stock, for investment purposes for their own respective accounts and not as nominees or agents, and not with a view to the resale or distribution thereof, and that such shareholders understood that the shares of the Registrant’s common stock may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.

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Item 5.01 Changes in Control of Registrant

As more fully described in Items 1.01 and 2.01 above, on September 7, 2010, in connection with the Exchange, the Registrant issued 27,100,000 shares of its common stock to the Orient Stockholders in exchange for the transfer of 100% of the outstanding shares of Orient’s capital stock by the Orient Stockholders to the Registrant. As a result, the Orient Stockholders acquired control of the Registrant because the common shares issued to them equal approximately 90.33% of the Registrant’s outstanding shares of common stock (on a fully-diluted basis) on the Closing Date. Each share of the Registrant’s outstanding common stock entitles the holders of common stock to one vote. Thus, the Orient Stockholders hold the majority number of the Registrant’s voting shares on a fully diluted basis.

In connection with the Closing of the Exchange, and as explained more fully in Item 2.01 above under the section titled “Management” and in Item 5.02 below, effective on September 7, 2010, Terry Hahn resigned as the Registrant’s president, chief executive officer, treasurer, chief financial officer, secretary and sole director, and new officers and directors were appointed, effective as of the Closing of the Exchange.

The closing of the transactions under the Exchange Agreement, which resulted in the change of control of the Registrant, occurred on September 7, 2010.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As more fully described in Items 1.01, 2.01 and 5.01 above, on September 7, 2010, in connection with the Exchange, Terry Hahn resigned as the Registrant’s president, chief executive officer, treasurer, chief financial officer, secretary and sole director. In his place, Mr. Anping Yao was appointed president and chief executive officer, and Mr. Bin Fu as chief financial officer and secretary, effective September 7, 2010. Additionally, Mr. Yao and Ms. Yan Tian were appointed to the board of the directors in place of Mr. Hahn effective September 7, 2010, with Mr. Yao as the chairman.

There are no family relationships between or among any of the former and newly appointed directors or executive officers. Other than the transactions in connection with the Exchange, as described above in Item 2.01, no transactions occurred in the last two years to which the Registrant was a party in which the above-mentioned officers and/or directors had or is to have a direct or indirect material interest.

Descriptions of the business backgrounds and any compensation arrangements with the newly appointed directors and officers can be found in Item 2.01 above, in the sections titled “Management” and “Executive Compensation,” and such descriptions are incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On September 7, 2010, and pursuant to the Exchange Agreement, the Registrant changed its fiscal year end from May 31 to March 31 to conform to the fiscal year end of Orient Petroleum Group.

On September 7, 2010, the Registrant’s board of directors adopted resolutions by unanimous written consent to amend (i) Article I, Section 6(b) of the Bylaws in order to change the quorum required to conduct a meeting of shareholders, and (ii) Article I, Section 7 of the Bylaws in order to clarify the votes required to carry an action at a meeting of shareholders. The Bylaws previously provided that two shareholders present in person or by proxy constituted a quorum, and did not specify the votes required to carry an action. A copy of the amended Article I, Section 6(b) and Section 7 of the Bylaws is included as Exhibit 3.3 to this Form 8-K.

Item 5.06 Change in Shell Company Status

As explained more fully in Item 2.01 above, the Registrant was a "shell company" (as such term is defined in Rule 12b-2 under the Exchange Act) immediately before the Closing of the Exchange. As a result of the Exchange, Orient became the wholly-owned subsidiary of the Registrant. Consequently, the Registrant believes that the Exchange has caused it to cease to be a shell company. For information about the Exchange, please see the information set forth above under Item 2.01 of this Form 8-K above, which information is incorporated herein by reference.

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Item 9.01  Financial Statement and Exhibits

As more fully described in Item 2.01 above, on September 7, 2010, the Registrant executed the Exchange Agreement with Orient and the Orient Stockholders. The Closing of this Exchange Transaction occurred on September 7, 2010. Orient is the registered owner of 100% of the registered capital of Orient Hong Kong, which in turn owns 100% of Orient Xi’an. As a result of its acquisition of Orient pursuant to the Exchange Agreement, the Registrant’s principal business activities after the Exchange shall continue to be conducted through Orient Xi’an.

(a)  Financial statements of businesses acquired.

The audited combined financial statements of Orient as of March 31, 2010, 2009 and 2008 are filed as Exhibit 99.1 to this Form 8-K and are incorporated herein by reference.

(b) Pro forma financial information.

           The unaudited pro forma consolidated financial statements of the Company and Orient Petroleum Group as of  June 30, 2010 and March 31, 2010 are filed as Exhibit 99.2 to this Form 8-K and are incorporated herein by reference.

(c)  Shell company transactions.

Reference is made to Items 9.01(a) and 9.01(b) above and the exhibits referred to therein, which are incorporated herein by reference.

(d) Exhibits

INDEX TO EXHIBITS

Exhibit	Description
2.1	Share Exchange Agreement by and among Xtreme Link, Inc. (the “Registrant”), Hong Gao, Orient New Energy Investments Limited (“Orient”) and the shareholders of Orient dated September 7, 2010 *
3.1	Articles of Incorporation of the Registrant (1)
3.2	By-Laws of the Registrant (1)
3.3	Text of Amendment to Bylaws of the Registrant*
99.1	Audited combined financial statements of Orient for the years ended March 31, 2010, 2009 and 2008, and unaudited combined financial statements for the three months ended June 30, 2010 and 2009, and accompanying notes to combined financial statements*
99.2	Unaudited pro forma consolidated financial statements of the Registrant and Orient as of June 30, 2010 *
99.3	Consulting Services Agreement entered into between Orient New Energy Xi’an Ltd. (“Orient Xi’an”) and Xi’an Orient Petroleum Group Co., Ltd. (“Orient Petroleum”) on August 12, 2010*
99.4	Operating Agreement entered into among Orient Xi’an, Orient Petroleum and the owners of Orient Petroleum on August 12, 2010*
99.5	Equity Pledge Agreement entered into between Orient Xi’an and the owners of Orient Petroleum on August 12, 2010*
99.6	Option Agreement entered into between Orient Xi’an and the owners of Orient Petroleum on August 12, 2010*
99.7	Voting Rights Proxy Agreement entered into between Orient Xi’an and the owners of Orient Petroleum on August 12, 2010*
99.8	Call Option Agreement entered into between Jia Rosales Yao and the owners of Orient Petroleum on August 12, 2010*
99.9	Entrustment Agreement entered into between Jia Rosales Yao and the owners of Orient Petroleum on August 12, 2010*
99.10	Oil Storage Depot Lease Agreement entered into between Orient Petroleum and Shaanxi Wanjie Trade Co., Ltd. on March 24, 2008*
99.11	Loan Agreement between Orient Petroleum and China Construction Bank dated April 26, 2009*
99.12	Loan Agreement between Orient Petroleum and EverBright Bank dated September 6, 2009*

99.13	Purchase Agreement between Orient Petroleum and Yulin Gas Chemical Co., Ltd. dated December 15, 2009
99.14	Purchase Agreement between Orient Petroleum and Huawei Commerce Co., Ltd. dated December 20, 2009
99.15	Purchase Agreement between Orient Petroleum and Xi’an Putian Petroleum Co., Ltd. dated December 20, 2009
99.16	Purchase Agreement between Orient Petroleum and Shaanxi Yanchang Petroleum (Group) Co., Ltd. dated December 23, 2009
99.17	Form of Orient Petroleum’s Gas Station Lease Agreement

*	Filed herewith.
(1)	Filed as an Exhibit to the Registration Statement on Form SB-2 filed with the SEC on December 17, 2007.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	XTREME LINK, INC.
Dated: September 9, 2010	By:	/s/ Anping Yao
		Anping Yao
		Chief Executive Officer

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EX-3.3

Exhibit 3.3

Text of Amendment to Bylaws of Extreme Link, Inc.

ARTICLE I: MEETINGS OF SHAREHOLDERS

Section 6 – Quorum

b)           Except as herein provided and as otherwise provided by law, at any meeting of shareholders a majority in interest of all the shares issued and outstanding represented by shareholders of record in person or by proxy shall constitute a quorum.

Section 7 – Voting

Each shareholder shall be entitled to one vote for each share of stock in his or her own name on the books of the Corporation, whether represented in person or by proxy. The vote of the holders of a majority of the shares entitled to vote and represented at a meeting at which a quorum is present shall be the act of the shareholders’ meeting, unless the vote of a greater number is required by law or by the Articles of Incorporation.

EX-99.1

Exhibit 99.1

Report of Independent Registered Accounting Firm

To the Board of Directors of

Orient New Energy Investments Limited

We have audited the accompanying combined balance sheets of Orient New Energy Investments Limited as of March 31, 2010 and 2009, and the related combined statements of operations and comprehensive income, stockholders’ equity and cash flows for the years ended March 31, 2010, 2009 and 2008.  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 audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America).  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 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, 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 combined financial statements referred to above present fairly, in all material respects, the financial position of Orient New Energy Investments Limited and subsidiaries at March 31, 2010 and 2009, and the results of its operations and cash flows for the years ended March 31, 2010, 2009 and 2008, in conformity with accounting principles generally accepted in the United States of America.

BDO Limited

Hong Kong, September 7, 2010

INDEX TO FINANCIAL STATEMENTS

Combined Balance Sheets as of June 30, 2010 (unaudited) and March 31, 2010 and 2009	F-3
Combined Statements of Operations for the three months ended June 30, 2010 and 2009 (unaudited) and for the years ended March 31, 2010, 2009 and 2008	F-4
Combined Statements of Stockholders’ Equity at March 31, 2010 and at June 30, 2010 (unaudited)	F-5
Combined Statements of Cashflows for the three months ended June 30, 2010 and 2009 (unaudited) and for the years ended March 31, 2010, 2009 and 2008	F-6
Notes to Combined Financial Statements as of June 30, 2010 (unaudited) and as of March 31, 2010	F-7

ORIENT NEW ENERGY INVESTMENTS LIMITED

COMBINED BALANCE SHEETS

(Amounts expressed in thousands)

	As at June 30,		As at March 31,
	2010		2010		2009
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash & cash equivalents	$	4,889	$	1,733	$	993
Restricted cash		8,677		6,812		2,267
Accounts receivable, net		423		576		71
Advance to suppliers		30,477		23,468		17,649
Inventory		4,474		3,446		2,995
Prepaid expenses		910		975		575
Other receivables		162		69		112
Total current assets	$	50,012	$	37,079	$	24,662
Property, plant and equipment, net	$	3,088	$	2,874	$	3,048
Long-term lease payment		9,920		10,085		5,949
TOTAL ASSETS	$	63,020	$	50,038	$	33,659
LIABILITIES
CURRENT LIABILITIES:
Notes payables	$	18,616	$	12,452	$	2,926
Advance from customers		50		27		712
Tax payables		2,490		2,390		747
Other payables		1,026		1,015		796
Short-term loans		4,418		3,516		2,048
Total current liabilities	$	26,600	$	19,400	$	7,229
Commitments and contingencies		-		-		-
STOCKHOLDERS' EQUITY
Registered capital	$	13,876	$	13,876	$	3,624
Statutory reserve		4,361		4,361		2,971
Retained earnings		14,743		9,147		16,618
Other comprehensive income		3,440		3,254		3,217
Total equity		36,420		30,638		26,430
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	63,020	$	50,038	$	33,659

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

F-3

ORIENT NEW ENERGY INVESTMENTS LIMITED

COMBINED STATEMENTS OF OPERATIONS

(Amounts expressed in thousands)

	Three months ended June 30,						Years ended March 31,
	2010			2009			2010			2009			2008
	(Unaudited)			(Unaudited)
Net sales	$	52,649		$	39,264		$	173,706		$	142,572		$	95,612
Cost of sales		(44,276	)		(33,873	)		(146,647	)		(124,548	)		(82,356	)
Gross profit	$	8,373		$	5,391		$	27,059		$	18,024		$	13,256
Operating expenses:
Selling expenses	$	(702	)	$	(663	)	$	(2,899	)	$	(2,360	)	$	(1,813	)
General and administrative expenses		(143	)		(140	)		(592	)		(688	)		(334	)
Total operating expenses	$	(845	)	$	(803	)	$	(3,491	)	$	(3,048	)	$	(2,147	)
Income from operations	$	7,528		$	4,588		$	23,568		$	14,976		$	11,109
Other income (expense):
Interest income	$	16		$	37		$	121		$	45		$	77
Interest expense		(84	)		(98	)		(573	)		(393	)		(313	)
Bank charges		(6	)		(2	)		(61	)		(4	)		(12	)
Other		-			83			80			(4	)		31
Total other income (expense)	$	(74	)	$	20		$	(433	)	$	(356	)	$	(217	)
Income before income tax		7,454			4,608			23,135			14,620			10,892
Income tax		(1,858	)		(1,151	)		(5,786	)		(4,720	)		(3,642	)
Net income	$	5,596		$	3,457		$	17,349		$	9,900		$	7,250

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

F-4

ORIENT NEW ENERGY INVESTMENTS LIMITED

COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY

(Amounts expressed in thousands)

	Registered  capital		Retained earnings			Statutory reserve		Accumulated Other Comprehensive income		Total
Balance at April 1, 2007	$	3,624	$	12,055		$	1,185	$	646	$	17,510
Net income		-		7,250			-		-		7,250
Statutory reserve provision		-		(760	)		760		-		-
Dividend distribution		-		(4,830	)		-		-		(4,830	)
Foreign currency translation		-		-			-		1,967		1,967
Balance at March 31, 2008		3,624		13,715			1,945		2,613		21,897
Net income		-		9,900			-		-		9,900
Statutory reserve provision		-		(1,026	)		1,026		-		-
Dividend distribution		-		(5,971	)		-		-		(5,971	)
Foreign currency translation		-		-			-		604		604
Balance at March 31, 2009		3,624		16,618			2,971		3,217		26,430
Additional registered capital		10,252		-			-		-		10,252
Net income		-		17,349			-		-		17,349
Statutory reserve provision		-		(1,390	)		1,390		-		-
Dividend distribution		-		(23,430	)		-		-		(23,430	)
Foreign currency translation		-		-			-		37		37
Balance at March 31, 2010		13,876		9,147			4,361		3,254		30,638
Net income		-		5,596			-		-		5,596
Statutory reserve provision		-		-			-		-		-
Dividend distribution		-		-			-		-		-
Foreign currency translation		-		-			-		186		186
Balance at June 30, 2010 (unaudited)	$	13,876	$	14,743		$	4,361	$	3,440	$	36,420

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

F-5

ORIENT NEW ENERGY INVESTMENTS LIMITED

COMBINED STATEMENTS OF CASH FLOWS

(Amounts expressed in thousands)

	Three months ended June 30,						Years ended March 31,
	2010			2009			2010			2009			2008
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	5,596		$	3,457		$	17,349		$	9,900		$	7,250
Adjustments:
Depreciation and amortization		62			62			245			241			205
Amortization of long-term lease payment		216			130			658			370			463
Gain on disposal of property, plant and equipment		-			-			-			-			(30	)
Changes in operating assets and liabilities:
(Increase) decrease in assets
Trade and other receivables		133			(404	)		(519	)		129			(272	)
Advance to suppliers		(6,855	)		1,338			(5,792	)		1,369			(6,988	)
Inventories		(1,004	)		(1,662	)		(447	)		212			2,331
Increase (decrease) in liabilities
Note and other payables		6,077			1,438			9,736			3,075			(7,148	)
Advance from customers		23			(366	)		(685	)		(1,063	)		1,632
Tax payables		87			727			1,640			(189	)		(276	)
Net cash provided by (used in) operating activities		4,335			4,720			22,185			14,044			(2,833	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment		(260	)		(24	)		(67	)		(39	)		(13	)
Payment of long-term lease payment		-			-			(5,125	)		(4,004	)		-
Proceed of sales of property, plant and equipment		-			-			-			-			40
Net cash (used in) provided by investing activities		(260	)		(24	)		(5,192	)		(4,043	)		27
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital injection		-			-			10,252			-			-
Net proceeds from short term loan		879			2,636			1,464			(1,019	)		1,476
Dividend distribution		-			(8,053	)		(23,430	)		(5,971	)		(4,830	)
Restricted cash		(1,821	)		952			(4,540	)		(2,257	)		537
Net cash used in financing activities		(942	)		(4,465	)		(16,254	)		(9,247	)		(2,817	)
Effect of exchange rate changes on cash and cash equivalents		23			1			1			10			225
NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS		3,156			232			740			764			(5,398	)
CASH & CASH EQUIVALENTS, BEGINNING BALANCE		1,733			993			993			229			5,627
CASH & CASH EQUIVALENTS, ENDING BALANCE	$	4,889		$	1,225		$	1,733		$	993		$	229
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	63		$	58		$	246		$	180		$	187
Income taxes paid	$	1,653		$	435		$	6,280		$	4,741		$	4,347

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

F-6

ORIENT NEW ENERGY INVESTMENTS LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

Note 1 - Organization and Basis of Presentation

Organization and Line of Business

Orient New Energy Investments Limited (“Orient” or “Company”) is an investment holding company established in British Virgin Islands on November 28, 2008. Other than holding 100% of the outstanding equity interests of Orient New Energy Holdings Limited (“Orient Hong Kong”), Orient has no separate operations of its own. All of the Company’s business operations are conducted by Xi’an Orient Petroleum Group Co., Ltd. (“Orient Petroleum”) in the People’s Republic of China (“PRC” or “China”), which the Company controls through contractual arrangements that Orient Hong Kong’s wholly-owned subsidiary, Orient New Energy Xi’an Limited (“Orient Xi’an”), entered into with Orient Petroleum and its owners.

Orient Hong Kong is an investment holding company established in Hong Kong Special Administrative Region on March 12, 2009. Other than holding 100% of the outstanding equity interests of Orient Xi’an, Orient Hong Kong has no separate operations of its own.

Orient Xi’an is a limited liability company established in the PRC on July 30, 2010, with registered capital of $16 million, 15% of which is due within 90 days from the date of its organization and the balance within two years from its business license issuance date. Because it is wholly-owned by Orient Hong Kong, a non-PRC company, Orient Xi’an is deemed a wholly foreign owned enterprise, or WFOE, under applicable PRC law. The principal purpose of Orient Xi’an is to manage, hold and own rights in and to the businesses, operations and net income of Orient Petroleum, which it does through a series of contractual arrangements.

Orient Petroleum is a limited liability company established in the PRC on December 4, 1996, with registered capital of 100 million Renminbi (“RMB”), all of which has been fully paid by its three owners (the “Owners”).

Because PRC law currently has restrictions on foreign ownership of companies in the oil distribution industry, Orient Xi’an entered into a series of contractual arrangements with Orient Petroleum and its owners. These agreements, entered into on August 12, 2010, are as follows:

(1) Under the Consulting Services Agreement, Orient Petroleum appoints Orient Xi’an as its exclusive services provider with consulting and other relevant services in connection with the business. Orient Petroleum agrees to accept all the consultations and services provided by Orient Xi’an, and without Orient Xi’an’s consent shall not accept any consultations and/or services provided by any third party or cooperate with any third party regarding the matters contemplated by the Consulting Services Agreement.

(2) Under the Operating Agreement, Orient Xi’an agrees to be Orient Petroleum’ guarantor, in connection with contractual arrangements executed by Orient Petroleum and any third parties. And as a counter-guarantee, Orient Petroleum agrees to pledge all its relevant assets to Orient Xi’an. Without consent of Orient Xi’an, Orient Petroleum shall not conduct any transactions, which may materially affect the assets, obligations, rights or operations of Orient Petroleum.

(3) Under the Voting Rights Proxy Agreement, owners of Orient Petroleum agrees to irrevocably grant and entrust Orient Xi’an, for the maximum period of time permitted by law, with all the rights as shareholder of Orient Petroleum.

(4) Under the Equity Pledge Agreement, owners of Orient Petroleum agree to pledge all the equity interest in Orient Petroleum to Orient Xi’an for the performance of obligation under the Consulting Service Agreement.

(5) Under the Option Agreements, owners of Orient Petroleum irrevocably grants Orient Xi’an an exclusive right to purchase, or designate one or more persons to purchase the equity interests in Orient Petroleum held by owners. Except for Orient Xi’an and the designee, no other person shall be entitled to the equity interest purchase option.

As a result of the foregoing contractual arrangements, which obligates Orient Xi’an to absorb all of the risk of loss from Orient Petroleum’s activities and enables the Orient Xi’an to receive all of Orient Petroleum’s expected residual returns, the Company accounts for Orient Petroleum as a variable interest entity, or VIE, under Financial Accounting Standards Board (“FASB”) Interpretation No. 46R (“FIN 46R”), “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51”. Accordingly, the financial statements of Orient Petroleum are combined into the financial statements of the Company.

Orient, Orient Hong Kong, Orient Xi’an and Orient Petroleum are sometimes collectively referred to as “the Group”.

F-7

ORIENT NEW ENERGY INVESTMENTS LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying combined financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). The accompanying combined financial statements have been translated and are presented in United States Dollars (“$”).

Use of Estimates

The preparation of combined financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Areas that require estimates and assumptions include valuation of accounts receivable and determination of useful lives of property, plant and equipment.

Principles of Combination

The Company, through its indirect wholly-owned subsidiary, Orient Xi’an, combines the financial results of Orient Petroleum, because as a result of the Contractual Arrangements, Orient Petroleum is deemed a VIE and the Company as its primary beneficiary.

Because the Company and Orient Petroleum are under common control, the initial measurement of the assets and liabilities of Orient Petroleum for the purpose of combination by the Company is at book value. The Company and its subsidiaries have had no other business activities except for the entering into of the Contractual Arrangements with Orient Petroleum and the Owners. For the purpose of presenting the financial statements on a consistent basis, the combined financial statements are prepared as if the Company had been in existence since April 1, 2007 and throughout the whole of the three-year period ended March 31, 2010, 2009 and 2008, and the three-month period ended June 30, 2010.

The accompanying combined financial statements include the accounts of and the Company, its subsidiaries and VIE as follows as of March 31, 2010:

Subsidiaries	Place of Incorporation	% of Ownership	Registered Capital (in thousands)
Orient New Energy Investments Limited	BVI	100	$	10
Orient New Energy Holdings Limited	Hong Kong	100		-
Orient New Energy Xi’an Ltd	PRC	100		-
Xi’an Orient Petroleum Group Co., Ltd	PRC	Contractual Arrangements *	$	13,866

*Variable Interest Entity: See sub-heading entitled “Variable Interest Entities” below.

Cash and cash equivalents

Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less.

Restricted cash

Restricted cash represents the Company's bank deposits pledged for bills payable and bears fixed interest rates.

Allowance of doubtful accounts

The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. As of June 30, 2010, and as of March 31, 2010 and 2009, the management determined no allowance for uncollectible amounts is required.

F-8

ORIENT NEW ENERGY INVESTMENTS LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

Inventory

Inventory includes finished oil products and oil additives which are stated at the lower of cost and net realizable value. Cost is primarily determined by the weighted average cost method. The cost of finished goods comprises raw materials, direct labor, other direct costs and related production overheads, but excludes borrowing costs. Net realizable value is the estimated selling price in the ordinary course of business, less the cost of completion and selling expenses.

Property, plant and equipment

Property, plant and equipment are stated at cost and net of accumulated depreciation. Expenditures for maintenance and repairs are charged to earnings as incurred, and additions, renewals and betterments are capitalized. When property, plant and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property, plant and equipment is provided using the straight-line method for substantially all assets with estimated lives of:

Oil storage tank	20 years
Gas stations	10 - 30 years
Production machinery	5 years
Office equipment	5 years
Motor vehicles	5 years

Valuation of long-lived assets

The Company applies FASB ASC 360-10, “Property, Plant, and Equipment”, which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. There was no impairment of long-lived assets for the years ended March 31, 2010 and 2009, and periods ended June 30, 2010 and 2009.

Leases

Leases of property, plant and equipment where the Company assumes substantially all the benefits and risks of ownership are classified as finance leases. The Company has no significant finance leases.

Leases of assets under which a significant portion of the risks and benefits of ownership are effectively retained by the lessors are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessors) are expensed on a straight-line basis over the lease terms.

Revenue recognition

The Company’s revenue recognition policies are in compliance with SEC Staff Accounting Bulletin (“SAB”) 104. Revenue from the sales of goods is recognized on the transfer of significant risks and rewards of ownership, which generally coincides with the time when the goods are delivered and the title has passed to the customers. Under these policies, no revenue is recognized unless persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collection is reasonably assured.   Revenue excludes value-added tax and is arrived at after deduction of trade discounts and allowances.

Interest income is recognized on a time proportion basis, taking into account the principal amounts outstanding and the applicable interest rates.

F-9

ORIENT NEW ENERGY INVESTMENTS LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

Income taxes

The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires a company use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company adopted the provisions of ASC 740 which clarifies the accounting for uncertainty in income taxes recognized by prescribing a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides accounting guidance on de-recognition, classification, interest and penalties, disclosure and transition.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, accounts receivable and advance to suppliers.

As of June 30, 2010, and as of March 31, 2010 and 2009, the Company had cash deposits of $13.57 million (unaudited), $8.55 million and $3.26 million, respectively, placed with several banks in the PRC, where there is currently no rules or regulations in place for obligatory insurance of bank accounts.

For the three months ended June 30, 2010 and the years ended March 31, 2010 and 2009, all of the Company’s sales and all accounts receivable arose in the PRC.

Concentration of customers

For the three months ended June 30, 2010, Changzhi Zhengrui Petro-Chemical Co. Ltd accounted for 13% of the Group’s total sales. For the years ended March 31, 2010 and 2009, no single customer accounted for 10% of the Group’s total sales.

Foreign currency transactions and comprehensive income

The Company has its local currency, Renminbi (“RMB”), as its functional currency. The combined financial statements of the Company are translated from RMB into US$ in accordance with ASC 830 “Foreign Currency Matters".  Accordingly, all assets and liabilities are translated at the exchange rates prevailing at the balance sheet dates, all income and expenditure items are translated at the average rates for each of the years and equity accounts, except for retained earnings, are translated at the rate at transaction date. Retained earnings reflect the cumulative net income (loss) translated at the average rates for the respective periods since inception and dividends translated at the rate at transaction date.

RMB is not a fully convertible currency. All foreign exchange transactions involving RMB must take place either through the People's Bank of China (the "PBOC") or other institutions authorized to buy and sell foreign exchange. The exchange rates adopted for the foreign exchange transactions are the rates of exchange quoted by the PBOC, which are determined largely by supply and demand.

US GAAP requires recognized revenue, expenses, gains and losses to be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities, such as gain or loss on foreign currency translation, as a separate component of stockholders’ equity. Such items, along with net income, are components of comprehensive income. Translation gains of $3,254,000 and $3,217,000 at March 31, 2010 and 2009, respectively, and translation gains of $3,440,000 at June 30, 2010, respectively, are classified as an item of other comprehensive income in the stockholders’ equity section of the combined balance sheets.

Statement of cash flows

In accordance with FASB ASC 230, “Statement of Cash Flows,” cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rates. As a result, amounts related to assets and liabilities reported on the combined statements of cash flows will not necessarily agree with changes in the corresponding balances on the combined balance sheets.

F-10

ORIENT NEW ENERGY INVESTMENTS LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

Segment reporting

FASB ASC 280, “Disclosure about Segments of an Enterprise and Related Information” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has two operating segments, (1) the wholesale distribution of finished oil products and (2) the operation of retail gas stations.

Variable Interest Entities

In January 2003, the FASB issued Statement of Financial Accounting Standards Board Interpretation FSB ASC 810-10-05-8, "Consolidation of VIEs.” ASC 810-10-05-8 states that in general, a VIE is a corporation, partnership, limited liability corporation, trust or any other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations.

The principal regulations governing foreign ownership in the wholesale distribution of finished oil and heavy oil products and retail gas stations in China include:

· Measures on the Administration of the Finished Oil Market (2007)

· Administrative Measures on Oil Prices ( trial implementation ) (2009); and

· The Catalogue for Guiding Foreign Investment in Industry (2007).

Research and development cost

The Company accounts for its research and development cost in accordance with FASB ASC 730 “Research and Development”.  Since the future economic benefits are uncertain, research and development cost is charged to expense when incurred.

Retirement cost

The Company adopts FASB ASC 410 “Asset Retirement and Environmental Obligations” for assets retirement obligations. The Company recognizes liability when a reasonable estimate of fair value can be made to an asset retirement obligation. If a reasonable estimate is not available when obligation incurred, a liability is made when a reasonable estimate can be made.

Recent accounting pronouncements

In June, 2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140” (“SFAS No.166”). This statement removes the concept of a qualifying special-purpose entity Statement 140 and removes the exception from applying Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, to qualifying special-purpose entities. SFAS No. 166 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the FASB ASC. SFAS No. 166 is effective for financial asset transfers occurring after the beginning of an entity’s first fiscal year that begins after November 15, 2009 and early adoption is prohibited. The adoption of this amendment will have no material effect on the Company’s financial condition or results of operations.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (“SFAS No. 167”), which amends the consolidation guidance applicable to variable interest entities. The amendments affect the overall consolidation analysis under FASB ASC 810, Consolidation and require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. SFAS No. 167 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the FASB ASC. SFAS No. 167 is effective as of the beginning of the first fiscal year that begins after November 15, 2009, early adoption is prohibited. The adoption of this amendment will have no material effect on the Company’s financial condition or results of operations.

F-11

ORIENT NEW ENERGY INVESTMENTS LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

In December 2009, the FASB issued ASU 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets, codifies SFAS No. 166, Accounting for Transfers of Financial Assets, which is a revision to Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. ASU No. 2009-16 eliminates the concept of a “qualifying special-purpose entity” from Statement No.140 and removes the exception from applying FASB Interpretation (FIN) No. 46 (revised December 2003), Consolidation of Variable Interest Entities, to qualifying special-purpose entities. As a result, most securitization entities that previously met the requirements of a qualifying special-purpose entity under Statement No. 140 that are variable interest entities (VIEs) are now required to be evaluated under the revised guidance in the amendment to FIN 46(R). The Company does not expect the provisions of ASU 2009-16 to have a material effect on the financial position, results of operations, or cash flows of the Company.

In December 2009, the FASB issued ASU 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with VIEs, codifies Statement No. 167, Amendments to FASB Interpretation No. 46(R). Among other provisions, this ASU amends FIN 46(R) to require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a VIE. This analysis identifies the primary beneficiary of a VIE as the enterprise that has both (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance, and (b) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. Additionally, ASU No. 2009-17 requires an enterprise to assess whether it has an implicit financial responsibility to ensure that a VIE operates as designed when determining whether it has the power to direct the activities of the VIE that most significantly impact the entity’s economic performance. The Company does not expect the provisions of ASU 2009-17 to have a material effect on the financial position, results of operations, or cash flows of the Company.

In January, 2010, the FASB issued ASU 2010-3—Extractive Activities—Oil and Gas (Topic 932): Oil and Gas Reserve Estimation and Disclosures. This article discusses the ASU’s key provisions and changes in practice. As stated in the adopting release of the SEC Final Rule, application was contingent on the FASB conforming its standards to the requirements of the SEC Final Rule. ASU 2010-3 is effective for annual periods ending on or after March 31, 2010 and is applied prospectively as a change in estimate. However, entities that became subject to the disclosure requirements of Topic 932 solely due to the change to the definition of significant oil and gas producing activities are permitted to apply the disclosure provisions of Topic 932 in annual periods beginning after March 31, 2010.The Company does not expect the provisions of ASU 2010-3 to have a material effect on the financial position, results of operations, or cash flows of the Company.

In January, 2010, the FASB issued ASU 2010-04, Accounting for Various Topics—Technical Corrections to SEC Paragraphs. The Company does not expect the provisions of ASU 2010-4 to have a material effect on the financial position, results of operations, or cash flows of the Company.

In February, 2010, the FASB issued ASU 2010-08—Technical Corrections to Various Topics. The Company does not expect the provisions of ASU 2010-8 to have a material effect on the financial position, results of operations, or cash flows of the Company.

In February, 2010, the FASB issued Accounting Standards Update (ASU) 2010-09, Subsequent Events (Topic 855) – Amendments to Certain Recognition and Disclosure Requirements.  Per this ASU, an SEC filer would no longer be required to disclose the date through which subsequent events have been evaluated. The ASU also refines the scope of the reissuance disclosure requirements to include revised financial statements only. The Company does not expect the provisions of ASU 2010-9 to have a material effect on the financial position, results of operations, or cash flows of the Company.

In March, 2010, the FASB issued Accounting Standards Update No. 2010-10, Consolidation (Topic 810): Amendments for Certain Investment Funds, which defers the effective date of the amendments to the consolidation requirements made by FASB Statement 167 to a reporting entity’s interest in certain types of entities. The Update also clarifies other aspects of the Statement 167 amendments. As a result of the deferral, a reporting entity will not be required to apply the Statement 167 amendments to the Subtopic 810-10 consolidation requirements to its interest in an entity that meets the criteria to qualify for the deferral. This Update clarifies how a related party’s interests in an entity should be considered when evaluating the criteria for determining whether a decision maker or service provider fee represents a variable interest. In addition, the Update also clarifies that a quantitative calculation should not be the sole basis for evaluating whether a decision maker’s or service provider’s fee is a variable interest. Reporting entities are required to apply the amended guidance as of the beginning of its first annual reporting period that begins after November 15, 2009, and for interim periods within that first annual reporting period. The Company does not expect the provisions of ASU 2010-10 to have a material effect on the financial position, results of operations, or cash flows of the Company.

F-12

ORIENT NEW ENERGY INVESTMENTS LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

Note 3 – Inventory

Inventory consists of the following at the dates indicated (amounts in thousands):

	June 30,			March 31,
	2010			2010			2009
	(Unaudited)
Petroleum		$	2,690		$	1,869		$	2,492
Diesel			1,762			1,559			401
Oil additives			22			18			102
		$	4,474		$	3,446		$	2,995

There were no inventory write-downs from April 1, 2007 to June 30, 2010.

Note 4 – Prepaid Expenses

Prepaid expenses consist of the following at the dates indicated (amounts in thousands):

	June 30,			March 31,
	2010			2010			2009
	(Unaudited)
Gas stations		$	910		$	966		$	575
Others			-			9			-
		$	910		$	975		$	575

Note 5 – Property, Plant and Equipment

Property, plant and equipment consist of the following at the dates indicated (amounts in thousands):

	June 30,			March 31,
	2010			2010			2009
	(Unaudited)
Oil storage tank	$	3,036		$	3,021		$	2,999
Gas stations		642			638			638
Production machinery		57			53			33
Office equipment		55			53			46
Motor vehicles		721			462			438
	$	4,511		$	4,227		$	4,154
Less: Accumulated depreciation		(1,423	)		(1,353	)		(1,106	)
	$	3,088		$	2,874		$	3,048

Depreciation expenses for the three months ended June 30, 2010 and 2009 were $70,000 and $63,000, respectively (unaudited). Depreciation expense for the years ended March 31, 2010 and 2009 was $247,000 and $257,000, respectively.

F-13

ORIENT NEW ENERGY INVESTMENTS LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

Note 6 – Short Term Loans

The carrying amounts of the Company’s borrowings at the dates indicated are as follows (amounts in thousands):

	June 30,					March 31,
	2010					2010					2009
	Amounts		Interest Rate			Amounts		Interest Rate			Amounts		Interest Rate
	(Unaudited)
Bank loans
Everbright Bank	$	-				$	586		6.37	%	$	2,048		6.37	%
Construction Bank of China		4,418		5.84% - 8.44	%		2,930		7.67% -8.44	%		-
Total	$	4,418				$	3,516				$	2,048

As of March 31, 2010 and 2009, and as of June 30 2010, the short-term loans were guaranteed by Huangling Qinlong Ltd., Xi’an Ocean Petro-chemical Construction Co., and Anping Yao, a director of the Company.

Note 7 - Notes payable

Notes payable are lines of credit extended by the banks.  When purchasing raw materials, the Company often issues a short term note payable to the vendor funded with draws on the Company’s lines of credit. Such note is guaranteed by the bank from which line of credit it is drawn upon for its complete face value and usually matures within six months to one year of its issuance date. The banks do not charge interest but require the Company to deposit a certain amount of cash with them as a guarantee deposit, which is classified on the balance sheet as restricted cash.  In addition, the banks charge processing fees based on the face value of the note.

As of June 30, 2010, $8,677,000 of restricted cash (unaudited) was collateral for $18,616,000 of notes (unaudited), which was approximately 47% of the notes issued by the Company. As of March 31, 2010 and 2009, $6,812,000 and $2,267,000 of restricted cash, respectively, was collateral for $12,452,000 and $2,926,000 of notes, respectively, which was approximately 55% and 77%, respectively, of the notes issued by the Company.

Notes payable consist of the following at the dates indicated (amount in thousands):

	June 30,			March 31,
	2010			2010			2009
	(Unaudited)
Notes payable from Construction Bank of China		$	10,517		$	4,395		$	-
Notes payable from Bank of East Asia			5,890			5,860			2,926
Notes payable from Commercial Bank of Xi'an			2,209			2,197			-
		$	18,616		$	12,452		$	2,926

Note 8 – Other payables

Other payables consist of the following at the dates indicated (amounts in thousands):

	June 30,		March 31,
	2010		2010		2009
	(Unaudited)
Social Insurance	$	929	$	924	$	729
Interest payable		-		8		4
Rent		29		15		15
Salary and welfare payable		60		59		47
Others		8		9		1
	$	1,026	$	1,015	$	796

F-14

ORIENT NEW ENERGY INVESTMENTS LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

Note 9 – Stockholders equity

As discussed in note 2, the combined financial statements are prepared as if the Company had been in existence since April 1, 2007 and throughout the whole of the three-year period ended March 31, 2010, 2009 and 2008, and the three-month period ended June 30, 2010. The share capital was assumed to have been issued on April 1, 2007, prior to its date of incorporation on November 28, 2008.

The Company’s authorized share capital is consisted of 10,000 ordinary shares with a par value of US$1.00 per share, all of which are issued and outstanding.

Orient Hong Kong’s authorized share capital is consisted of 10,000 ordinary shares with a par value of HK$1.00 per share, of which one share is issued and outstanding.

Orient Xi’an’s registered capital is $16,000,000 and its paid –up capital is nil.

Orient Petroleum’s registered capital is RMB 100,000,000, which was increased from RMB 30,000,000 in January 2010. Its paid-up capital is RMB 100,000,000.

Note 10 – Commitments and contingencies

Lease commitments

At June 30, 2010, total future minimum lease payments under operating leases were as follows (amounts in thousands):

	Amount
12 months ending June 30,  2011	$	88
12 months ending June 30, 2012		59
12 months ending June 30, 2013		59
12 months ending June 30, 2014		59
12 months ending June 30, 2015		59
Thereafter		574
Total	$	898

During the years ended March 31, 2010, 2009 and 2008, the Company had rental expense of $1,002,000, $668,000 and $374,000, respectively. During the three month period ended June 30, 2010 and 2009, the Company had rental expense of $308,000 and $198,000, respectively (unaudited).

Note 11 – Income taxes

Effective on January 1, 2008, the PRC Enterprise Income Tax Law and its Implementing Rules imposed a unified enterprise income tax rate of 25% on all domestic-invested enterprises and foreign-invested enterprises in the PRC, from 33% prior to January 1, 2008, unless they qualify under certain limited exceptions. During the three months ended June 30, 2010 and 2009, Orient Petroleum recognized a tax expense of $1,858,000 and $1,151,000, respectively (unaudited). During the years ended March 31, 2010, 2009 and 2008, Orient Petroleum recognized a tax expense of $5,786,000, $4,720,000 and $3,642,000, respectively.

The Company adopted the provisions of FASB ASC 740 “Income Taxes.” ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and the transition. The Company’s adoption of FASB ASC 740 had no impact on the Company beginning retained earnings, balance sheets, or statements of operations.

F-15

ORIENT NEW ENERGY INVESTMENTS LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

Income taxes consist of the following at the dates indicated (amount in thousands):

	Three months ended June 30,					Years ended March 31,
	2010		2009			2010		2009		2008
	(Unaudited)
Income tax expenses:
Current	$	1,858		$	1,151	$	5,786	$	4,720	$	3,642
Deferred		-			-		-		-		-
Total	$	1,858		$	1,151	$	5,786	$	4,720	$	3,642

The Company’s effective income tax rate differed from the PRC statutory income tax rate of 25% for the periods indicated as follows:

	Three months ended June 30,						Years ended March 31,
	2010			2009			2010			2009			2008
Statutory income tax rate		25	%		25	%		25	%		25	%		25	%
Change in income tax rate		-			-			-			-			8	%
Permanent differences		-			-			-			7	%		-
Effective income tax rate		25	%		25	%		25	%		32	%		33	%

Note 12 – Statutory reserve

Under PRC regulations, Orient Petroleum should pay dividends only out of its accumulated profits, if any, determined in accordance with PRC GAAP. In addition, it is required to set aside at least 10% of its after-tax net profits each year, if any, to fund the statutory reserves until the balance of the reserves reaches 50% of their registered capital. The statutory reserves are not distributable in the form of cash dividends to the Company but can be used to make up prior year cumulative losses and increase registered capital.

Note 13 – Business and credit concentrations

The Company operates in the wholesale and retail oil distribution industries and generates all of its sales in the PRC. The PRC wholesale and retail oil distribution industries are impacted by the general economy. Changes in the marketplace would significantly affect management’s estimates and the Group’s performance.

The Company had the following concentrations of business with each customer constituting greater than 10% of the Company’s sales for the periods indicated:

	Three months ended  June 30,					Years ended  March 31,
	2010			2009		2010		2009		2008
	(Unaudited)
Customer
Changzhi Zhengrui Petro-Chemical Co. Ltd.		13	%		*		*		*		*

The Company had the following concentrations of business with each vendor constituting greater than 10% of the Group’s purchases for the periods indicated:

	Three months ended  June 30,						Years ended  March 31,
	2010			2009			2010			2009			2008
	(Unaudited)
Vendors
YanChang Petro (Group) Ltd.		50	%		51	%		55	%		40	%		52	%
Shaanxi Petro-Chemical Trading Co. Ltd.		32	%		41	%		34	%		47	%		30	%
Shaanxi Huawei Trading Co. Ltd.		10	%		*			*			*			*

*indicates a concentrations of business with the vendor constituting less than 10% of the Company’s purchase for the period.

F-16

ORIENT NEW ENERGY INVESTMENTS LIMITED

NOTES TO COMBINED FINANCIAL STATEMENTS

Note 14 – Benefit plan

Pursuant to relevant PRC regulations, Orient Petroleum participates in a local municipal government retirement benefits scheme (the “Scheme”), whereby Orient Petroleum is required to contribute a certain percentage of the basic salaries of its employees to the Scheme to fund their retirement benefits. Contributions under the Scheme charged to income statement for the three months ended June 30, 2010 and 2009 was $24,000 and $61,000, respectively (unaudited). Contributions under the Scheme charged to income statement for the years ended March 31, 2010 2009 and 2008 was $205,000, $184,000 and $256,000 respectively.

Note 15 – Segment information

Based on FASB ASC 280 “Segment Reporting,” the Company identified two operating segments, wholesale distribution of finished oil and heavy oil products, and retail gas station. The Company evaluates segment performance based on gross profit. The following table summarizes the Company's revenue and cost of sales in each segment for the periods indicated (amounts in thousands):

	Three months ended June 30,				Years ended March 31,
	2010		2009		2010		2009		2008
	(Unaudited)
Revenue
Wholesale distribution	$	37,715	$	29,593	$	126,617	$	109,043	$	72,849
Retail gas stations		15,061		9,736		47,549		33,844		23,028
Sales tax and surcharges
Wholesale distribution		91		49		334		240		201
Retail gas stations		36		16		126		75		64
Cost of sales
Wholesale distribution		31,801		26,397		110,689		97,507		63,467
Retail gas stations		12,475		7,476		35,958		27,041		18,889
Gross profit
Wholesale distribution		5,823		3,147		15,594		11,296		9,181
Retail gas stations		2,550		2,244		11,465		6,728		4,075
Total Gross profit		8,373		5,391		27,059		18,024		13,256

Substantially all of the Company's assets are located in the PRC. Management has determined that most of the Company’s assets are shared by the two segments, and cannot be allocated by segment on a reasonable basis and in a cost-effective manner. Accordingly, no analysis of the carrying amount of segment assets is presented.

F-17

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENT

Basis of presentation

The unaudited pro forma consolidated financial statements of Xtreme Link., Inc. (the “Shell”), in the opinion of management, include all material adjustments directly attributable to the share exchange contemplated by a share exchange agreement, dated September 7, 2010, by and among Orient New Energy Investments Limited (“Orient”) and all of its stockholders, on the one hand, and the Shell its majority shareholder, on the other. Pursuant to the share exchange agreement, on September 7, 2010, the Shell issued to the shareholders of Orient 27,100,000 shares of common stocks, par value $0.001 per share, in the aggregate in exchange for all of the issued and outstanding ordinary shares of Orient held by its shareholders. As a result, Orient became a wholly-owned subsidiary of the Shell. The pro forma consolidated statement of operations includes the accounts of the Shell and Orient.

The unaudited pro forma statement of operations was prepared as if the Shell’s acquisition of Orient was consummated on April 1, 2007, and the unaudited pro forma balance sheet was prepared as if the transaction was consummated on June 30, 2010. The unaudited pro forma consolidated financial statements have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which actually would have resulted had the acquisition transaction occurred on the dates indicated and are not necessarily indicative of the results that may be expected in the future.

XTREME LINK, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS AS AT JUNE 30, 2010

(Amounts expressed in US Dollars and in thousands)

	May 31, 2010			June 30, 2010
	Xtreme Link, Inc.			Orient New Energy Investments Limited		Pro-forma adjustments			Unaudited  pro-forma consolidated
	(Unaudited)			(Unaudited)					(Unaudited)
ASSETS
CURRENT ASSETS:
Cash & cash equivalents	$	2		$	4,889				$	4,891
Restricted cash		-			8,677					8,677
Accounts receivable, net		-			423					423
Advance to suppliers		-			30,477					30,477
Inventory		-			4,474					4,474
Prepaid expenses		-			910					910
Other receivables		-			162					162
Total current assets	$	2		$	50,012				$	50,014
Property plant and equipment, net		-			3,088					3,088
Long-term lease payment		-			9,920					9,920
TOTAL ASSETS	$	2		$	63,020				$	63,022
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable	$	-		$	18,616				$	18,616
Advance from customers		-			50					50
Tax payables		-			2,490					2,490
Other payables		-			1,026					1,026
Due to related party		25			-					25
Short-term loans		-			4,418					4,418
Total current liabilities	$	25		$	26,600				$	26,625
Commitments and contingencies		-			-					-
STOCKHOLDERS' EQUITY
Share capital	$	8		$	10		(8	)	$	10
Additional paid-in capital		73			13,866		(96	)		13,843
Statutory reserve		-			4,361					4,361
Retained earnings		(104	)		14,743		104			14,743
Other comprehensive income		-			3,440					3,440
Total equity		(23	)		36,420					36,397
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	2		$	63,020				$	63,022

XTREME LINK, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2010

(Amounts expressed in thousands)

	May 31, 2010			June 30, 2010
	Xtreme Link, Inc.			Orient New Energy Investments Limited			Pro-forma adjustments	Unaudited pro-forma Consolidated
	(Unaudited)			(Unaudited)
Net sales	$	-		$	52,649			$	52,649
Cost of sales		-			(44,276	)			(44,276	)
Gross profit	$	-		$	8,373			$	8,373
Operating expenses:
Selling expenses	$	-		$	(702	)		$	(702	)
General and administrative expenses		(35	)		(143	)			(178	)
Total operating expenses		(35	)		(845	)			(880	)
Income (Loss) from Operations	$	(35	)	$	7,528			$	7,493
Non-operating income (expense):
Interest income	$	-		$	16			$	16
Interest expense		-			(84	)			(84	)
Bank charges		-			(6	)			(6	)
Total non-operating expense	$	-		$	(74	)		$	(74	)
Income (Loss) before income tax		(35	)		7,454				7,419
Income tax		-			(1,858	)			(1,858	)
Net income (loss)	$	(35	)	$	5,596			$	5,561

XTREME LINK, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED MARCH 31, 2010

(Amounts expressed in thousands)

	February 28, 2010			March 31, 2010
	Xtreme Link, Inc.			Orient New Energy Investments Limited			Pro-forma adjustments	Unaudited pro-forma consolidated
	(Unaudited)			(Unaudited)
Net sales	$	-		$	173,706			$	173,706
Cost of sales		-			(146,647	)			(146,647	)
Gross profit	$	-		$	27,059			$	27,059
Operating expenses:
Selling expenses	$	-		$	(2,899	)		$	(2,899	)
General and administrative expenses		(23	)		(592	)			(615	)
Total operating expenses	$	(23	)	$	(3,491	)		$	(3,514	)
Income (Loss) from operations	$	(23	)	$	23,568			$	23,545
Non-operating income (expense):
Interest income	$	-		$	121			$	121
Interest expense		-			(573	)			(573	)
Bank charges		-			(61	)			(61	)
Other		-			80				80
Total non-operating expense	$	-		$	(433	)		$	(433	)
Income (Loss) before income tax	$	(23	)	$	23,135			$	23,112
Income tax		-			(5,786	)			(5,786	)
Net income (loss)	$	(23	)	$	17,349			$	17,326

Notes to pro-forma consolidated financial statements:

1.  The Shell’s acquisition of Orient is deemed to be a reverse acquisition. In accordance with the Accounting and Financial Reporting Interpretations and Guidance prepared by the Staff of the Securities and Exchange Commission, the Shell (the legal acquirer) is considered the accounting acquiree and Orient (the legal acquiree) is considered the accounting acquirer. From and after the reverse acquisition, the consolidated financial statements of the consolidated entities will in substance be those of Orient, with the assets and liabilities, and revenues and expenses, of the Shell being included effective from the date of consummation of reverse acquisition. The Shell is deemed to be a continuation of business of Orient. The outstanding common stock of the Shell prior to the reverse acquisition will be accounting for at their net book value and no goodwill will be recognized.

2.  There were no inter-company transactions and balances between the Shell and Orient during the periods covered by the pro forma consolidated financial statements.

EX-99.3

Exhibit 99.3

CONSULTING SERVICES AGREEMENT

咨询服务协议

This Consulting Services Agreement (this “Agreement”) is dated August 9, 2010, and is entered into in Xi’an City, Shaanxi Province, People’s Republic of China (“PRC” or “China”) by and among Orient New Energy (Xi’an) Co., Ltd. (“Party A”), and Xi’an Orient Petroleum Group Co., Ltd. (“Party B”). Party A and Party B are referred to collectively in this Agreement as the “Parties.”

本咨询服务协议（“本协议”）于2010年8月9日在中华人民共和国（“PRC”或“中国”）陕西省西安市，由东方新能源（西安）有限公司（“甲方”）以及西安东方石油集ࢰ 2;有限公司（“乙方”）。甲方和乙方总称为“各方”。

RECITALS

陈述

(1) Party A, a company incorporated in the PRC as a foreign investment enterprise, specializes in the research and development of chemicals and consulting service;

甲方为根据中国法成立的外商独资企业，专业开展化学制品研发和咨询业务；

(2) Party B is engaged in the wholesale of gas, coal oil, diesel oil; the sale and wholesale of lubricating oil, residual oil, fuel oil, naphtha, paraffin wax, asphaltum and wax-bearing oil; and the sale and wholesale of chemicals (excluding inflammable, explosive, hazardous chemicals) and petroleum special equipment.  (collectively the “Business”).

乙方主要从事汽油、煤油、柴油的批发；润滑油、渣油、燃料油、石脑油、石蜡、沥青、蜡油的批发、零售；化工原料（不含易燃易爆危险品和专营）、石油专用设备和器材的批发、零售业务（总称为“业务”）。

(3) The Parties desire that Party A provide Party B with consulting and other relevant services in connection with the Business; and

各方期望甲方提供技术咨询服务和其他与乙方从事业务相关的服务给乙方；与

(4) The Parties are entering into this Agreement to set forth the terms and conditions under which Party A shall provide consulting and other related services to Party B.

各方签订本协议以确定相关条款和条件，据于此，甲方将向乙方提供咨询以及其他相关服务。

NOW THEREFORE, the Parties agree as follows:

为此，各方签订以下协议，以资双方遵守：

1. DEFINITIONS (定义)

1.1           In this Agreement the following terms shall have the following meanings:

本协议中以下词组应具有以下含义：

“Affiliate,” with respect to any Person, shall mean any other Person that directly or indirectly controls, or is under common control with, or is controlled by, such Person.  As used in this definition, “control” shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether by ownership of securities or partnership or other ownership interests, or by contract or otherwise);

“关联人”，指的是对于任何人而言，直接或者间接地予以控制的、或者被其控制、或者共同被他人控制的某人。在本定义中。控制指的是直接或者间接拥有，具有能力直接或者间接影响管理的方向和政策（不管是通过股份所有权还是通过 512;伙或者其他所有权权益，这种安排可以通过合同或者其他形式进行。）

“Consulting Services Fee” shall be as defined in Clause 3.1;

“咨询费”由第3.1条进行定义。

“Indebtedness” shall mean, as to any Person, any one of the following: (i) money borrowed by such Person (including principal, interest, fees and charges) for the deferred purchase price of any property or services, (ii) the face amount of all letters of credit issued to such Person and all drafts drawn thereunder, (iii) all liabilities secured by any Lien on any property owned by such Person, whether or not such liabilities have been assumed by such Person, (iv) the aggregate amount required to be capitalized under any lease for which such Person is the lessee, or (v) all contingent obligations (including, without limitation, all guarantees to third parties) of such Person;

“债务”指的是，对任何人而言，下述情况之一（i）所有因此类人的借款以便还清迟延支付的购买财产价款或者服务费而产生的债务（包括本金，利息，费用和收费），（ii）所有应当由此类人支付的信用证以及由此出 具的票据的票面价值，（iii）任何由设置于此类人拥有的财产之上的留置担保的责任，不管此类人是否承担了这些责任，（iv）此类人作为租赁人应当支付的租约总金额，或（v）所有此类人的或有债务（包括但不限于向所有第三方作出的 担保）；

Consulting Services Agreement

-2-

“Lien” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under recording or notice statute, and any lease having substantially the same effect as any of the foregoing);

“留置”指的是任何抵押、质押、担保、转让、存款安排、权利负担，留置（法定或者其他），优惠，优先权或者任何其他性质种类的担保安排（包括但不限于任何有条件的出售或者其他所有权保留协议，根据法定形式签发的任何融资或者 867;似的申明或者通知，以及任何与前述安排具有实质性相同效果的租约）。

“Person” shall mean any individual, corporation, company, voluntary association, partnership, joint venture, trust, unincorporated organization, entity or other organization or any government body;

“人”，指的是任何个人，公司，自愿性的组织，合伙，合资企业，信托，非公司型组织，团体或者其他组织和政府机构。

“PRC” means the People’s Republic of China;

“PRC” 指的是中华人民共和国。

“Services” means the services to be provided under the Agreement by Party A to Party B, as more specifically described in Clause 2.

“服务”指的是本协议下，由甲方向乙方提供的服务，由第二条详细解释。

1.2           The headings in this Agreement shall not affect the interpretation of this Agreement.

本协议中的标题不应当影响对本协议的解释。

Consulting Services Agreement

-3-

2. RETENTION AND SCOPE OF SERVICES (聘用和服务范围)

2.1           Party B hereby agrees to retain the services of Party A, and Party A accepts such appointment, to provide to Party B services in relation to the current and proposed operations of Party B’s business in the PRC pursuant to the terms and conditions of this Agreement (the “Services”).  The Services shall include, without limitation:

乙方在此同意聘用甲方提供服务，并且甲方依据本协议规定的条款，接受聘用，向乙方在中国正在开展或者即将开展的业务提供相关服务（“服务”）。服务包括但不限于：

(a)           General Business Operation.  Provide general advice and assistance relating to the management and operation of Party B’s business.

一般业务经营。提供和管理、运行与乙方业务相关的咨询服务和协助。

(b)           Human Resources.

人力资源。

(i)           Provide general advice and assistance in relation to the staffing of Party B, including assistance in the recruitment, employment and secondment of management personnel, administrative personnel and staff of Party B;

为乙方的人事提供建议和协助，包括乙方管理人员、行政人员与普通员工的招募、雇用、调等；

(ii)           Provide training of management, staff and administrative personnel;

提供管理层、员工和行政人员的培训；

(iii)           Assist Party B to establish an efficient payroll management system; and

协助乙方建立健全的薪金管理体系；与

(iv)           Provide assistance in the relocation of Party B’s management and staff;

对于乙方管理人员和员工的重新安置提供建议和协助。

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(c)           Business Development. Provide advice and assistance in business growth and development of Party B.

业务发展。对乙方的业务发展提供建议和协助。

(d)           Other.  Such other advice and assistance as may be agreed upon by the Parties.

其他。双方同意的建议和协助。

2.2           Exclusive Services Provider.  During the term of this Agreement, Party A shall be the exclusive provider of the Services.  Party B shall not seek or accept similar services from other providers without the prior written approval of Party A.

排他性的服务提供者。在本协议有效期间，甲方应当是排他性的服务提供者。除非获得了甲方事先书面同意，乙方不可以寻求或者接受来自其他服务提供者类似的服务。

2.3           Intellectual Property Rights Related to the Services.  Party A shall own all intellectual property rights developed or discovered through research and development in the course of providing Services, or derived from the provision of the Services.  Such intellectual property rights shall include patents, trademarks, trade names, copyrights, patent application rights, copyright and trademark application rights, research and technical documents and materials, and other related intellectual property rights including the right to license or transfer such intellectual property rights.  If Party B requires the use of Party A’s intellectual property rights, Party A agrees to grant such intellectual property rights to Party B on terms and conditions to be set forth in a separate agreement.

有关服务的知识产权。在提供服务过程中，甲方应当拥有所有由服务产生的通过开发和研究获得的知识产权。此类知识产权应当包括专利、商标、商号、版权、专利申请权、版权或者商标申请权，研究及技术文件资料，以及其他有关的知识&# 20135;权（包括许可、转让此类知识产权的权利）。如果乙方要求使用甲方的知识产权，甲方应当通过和乙方签订独立的协议授予乙方此类权利。

2.4           Pledge.  Party B shall permit and cause the owners of Party B to pledge their equity interests in Party B to Party A for securing the payment of the Consulting Services Fee as required pursuant to this Agreement.

质押。乙方应当允许和促使乙方股权所有人向甲方出质其在乙方的股权以便保证乙方向甲方支付本协议规定的服务费。

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3.           PAYMENT (支付)

3.1           General.

普通条款。

(a)           In consideration of the Services to be provided by Party A hereunder, Party B shall pay to Party A a consulting services fee (the “Consulting Services Fee”) during the term of this Agreement, payable in Renminbi (“RMB”) each quarter, equal to all of Party B’s net income for such quarter based on the quarterly financial statements provided under Clause 5.1 below. Such quarterly payment shall be made within fifteen (15) days after receipt by Party A of the financial statements referenced above.

就甲方提供的服务，乙方应当在本协议有效期间向甲方支付咨询服务费（“咨询服务费”）。该费用每季度以人民币支付。依据以下第5.1条规定由乙方提供的季报，该费用应当和乙方该季度净收入相等。该费ī 92;应当在甲方收到以上财务报表15天内支付。

(b)           Party B will permit, from time to time during regular business hours as reasonably requested by Party A, its agents or representatives (including independent public accountants, which may be Party B’s independent public accountants), (i) to conduct periodic audits of the financial books and records of Party B, (ii) to examine and make copies and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of Party B, (iii) to visit the offices and properties of Party B for the purpose of examining such materials described in clause (ii) above, and (iv) to discuss matters relating to the performance by Party B hereunder with any of the officers or employees of Party B having knowledge of such matters.  Party A may exercise the audit rights described herein at any time, provided that Party A provides a ten (10) day written notice to Party B specifying the scope, purpose and duration of such audit.  All such audits shall be conducted in such a manner as not to interfere with Party B’s normal operations.

乙方应当允许，在通常的工作时间，根据甲方或者其代理人或者代表的要求（包含独立的注册会计师，其可能是乙方的独立的注册会计师）(i) 对乙方的账簿和财务记录进行审计，(ii) 对乙方持有的或管理的所有的账簿，财务记录和文件进行摘要，检查和备份（包括但不限于电脑磁盘和磁带），(iii) 造访乙方的办公场所和财产以便对上述（ii）中的材料进行审查，(iv)和乙方了解情况的雇员讨论乙方的经营活动。甲方可以在任何时间行使本条规定的审计权，只要提前十天向乙方提供书面的通知确定审计的范围，目的和持续时间即可。所有此类的审计 981;应当影响乙方一般的经营活动。

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3.2           Party B shall not be entitled to set off any amount it may claim is owed to it by Party A against any Consulting Services Fee payable by Party B to Party A unless Party B first obtains Party A’s prior written consent.

乙方不应当把其应当向甲方支付的服务费和甲方可能的欠款自行抵消，除非乙方已获得了甲方的书面同意。

3.3           The Consulting Services Fee shall be paid in RMB by telegraphic transfer to Party A’s bank account No.______________, or to such other account or accounts as may be specified in writing from time to time by Party A.

咨询服务费应当以人民币通过电汇的方式汇至甲方账户：，或者其他甲方在任何时间通过书面确定的其他账户。

3.4           Should Party B fail to pay all or any part of the Consulting Services Fee due to Party A in RMB under this Clause 3 within the time limits stipulated, Party B shall pay to Party A interest in RMB on the amount overdue based on the three (3) month lending rate for RMB published by the Bank of China on the relevant due date.

如果乙方没有依据本第三条的规定在规定的期间内，以人民币支付全部或者部分人民币服务费，乙方应当向甲方支付未付款的人民币利息；相关利息的支付应当依据中国银行公布的近三月银行同期贷款利率。

3.5           All payments to be made by Party B hereunder shall be made free and clear and without any consideration of tax deduction, unless Party B is required to make such payment subject to the deduction or withholding of tax.

所有本条规定的乙方的支付义务不包含任何扣除和税负考虑，除非乙方被要求在扣除后或者代扣税后进行支付。

4.           FURTHER TERMS OF COOPERATION (进一步合作条款)

All business revenue of Party B shall be directed in full by Party B into a bank account designated by Party A.

所有乙方业务收入应当划入甲方指定的账户。

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5.           UNDERTAKINGS OF PARTY A (甲方保证)

Party B hereby agrees that, during the term of the Agreement:

乙方在此同意，在本协议有效期间：

5.1           Information Covenants.  Party B shall provide to Party A:

信息条款。乙方将提供甲方：

5.1.1        Preliminary Monthly Reports. Within five (5) days after the end of each calendar month the preliminary income statements and balance sheets of Party B made up to as of the end of such calendar month, in each case prepared in accordance with the generally accepted accounting principles of the PRC.

初期月报。每公历月度的满后五天内，乙方依据中国公认会计原则制作的月收入报表和资产负债表。

5.1.2        Final Monthly Reports. Within ten (10) days after the end of each calendar month, a final report from Party B on the financial and business operations of Party B as of the end of such calendar month, setting forth the comparison of financial and operation figures for the corresponding period in the preceding financial year, in each case prepared in accordance with generally accepted accounting principles of the PRC.

最后月报。在每个公历月度结束后十天之内，乙方制作的，用以说明其财务状况、经营成绩、以及与往年同期的比较的报表，该报表依据中国公认会计原则制作。

5.1.3        Quarterly Reports. As soon as available and in any event within forty-five (45) days after each Quarterly Period (as defined below), unaudited consolidated and consolidating statements of income, retained earnings and changes in financial positions of Party B and its subsidiaries for such Quarterly Period, and for the period from the beginning of the relevant fiscal year to such Quarterly Date, and the related consolidated and consolidating balance sheets as of such Quarterly Period, setting forth in each case the actual versus budgeted comparisons and a comparison of the corresponding consolidated and consolidating figures for the corresponding period in the preceding fiscal year, accompanied by a certificate of Party B’s Chief Financial Officer, and such certificate shall state that the said financial statements fairly represent the consolidated and consolidating financial conditions and results of operations, as the case may be, of Party B and its subsidiaries, in accordance with the general accepted accounting principles of the PRC for such period (subject to normal year-end audit adjustments and the preparation of notes for the audited financial statements).  For the purpose of this Agreement, a “Quarterly Period” shall mean the last day of March, June, September and December of each year, the first of which shall be the first Quarterly Period following the date of this Agreement; provided that if any such Quarterly Period is not a business day in the PRC, then such Quarterly Period shall be the next succeeding business day in the PRC.

季报。在每季度结束后45天内制作的，乙方及其子公司未审计的合并和未合并收入报表，未分配利润和乙方财务状况的变化的报表；如果可能的话，每季度及从每财务年度的开始到季报制作日，相关合并和未 512;并报表，并且以比照形式和去年同期的相关报表列于一处。相关报表应有乙方首席财务官的证明。该证明应当申明相关财务报表依法提供了乙方及其子公司合并及未合并的财务状况和经营业绩，并且该报表的制作符合中国公认会计原则（相关数据应以年度审计的调整和相关已审计的财务报 4920;为准）。在本协议中，“a Quarterly Period”的含义是：每年三月份，六月份，九月份和十二月份的最后一天，第一次Quarterly Period应当是本协议签订日后的以上月份的最后一天。如果上述日期在中国不是营业日，那么相关日期应推迟到此后的第一个营业日。

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5.1.4        Annual Audited Accounts.  Within 90 days after the end of the financial year, Party B’s annual audited accounts (setting forth in each case the comparison of the corresponding figures for the preceding financial year), shall be prepared in accordance with the generally accepted accounting principles of the PRC.

年度审计。每会计年度结束后九十天之内，乙方年度审计帐目（以比较形式与去年同期进行对比）应以中国公认会计原则制作。

5.1.5        Budgets. At least ninety (90) days prior to the beginning of Party B’s fiscal year, Party B shall prepare a budget in a form satisfactory to Party A (including budgeted statements of income and sources and uses of cash and balance sheets) for each of the four quarters of such fiscal year accompanied by the statement of Party B’s Chief Financial Officer, to the effect that, to the best of his or her knowledge, the budget is a reasonable estimate for the corresponding period.

预算。每财务年度开始前90天，甲方能够接受的乙方准备之预算（包括预算收入、资金来源、用途和资产负债表）。该预算应当包括每财务年度季度预算。该预算应由乙方首席财务官申明以确定根据其所知相 851;预算是对相关期间合理的估计。

5.1.6        Notice of Litigation. Party B shall notify Party A, within one (1) business day of obtaining the knowledge thereof, of (i) any litigation or governmental proceeding pending against Party B which could materially adversely affect the business, operations, property, assets, condition or prospects of Party B, and (ii) any other event which is likely to materially adversely affect the business, operations, property, assets, condition or prospects of Party B.

诉讼通知。在任何情况下，在乙方获知（i）任何尚未了结的诉讼或者政府行政程序即将对乙方的业务、经营、财产或者财务状况或者乙方未来的发展产生重大不利影响，并且（ii）任何其他 有可能对乙方上述方面产生重大不利影响的情况后的一天之内，通知甲方。

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5.1.7        Other Information.  From time to time, such other information or documents as Party A may reasonably request.

其他情况。其他甲方不时合理要求的信息和文件（财务或者其他方面）。

5.2           Books, Records and Inspections.  Party B shall keep accurate books and records of its business activities and transactions according with PRC’s generally accepted accounting principles and all other legal requirements.  During an appropriate time and within a reasonable scope requested by Party A, Party B will permit Party A’s officers and designated representatives to visit the premises of Party B and to inspect, under the guidance of Party B’s officers, Party B’s books and records, and to discuss the affairs, finances and accounts of Party B.

账簿、财务记录和审查。乙方应当保留相关账簿和财务记录，该记录应当完整，真实，并且准确地按照中国公认会计原则以及所有法律的要求制作，同时应当包含所有的交易和业务活动。乙方应当允许甲方的高级管理人员和任&# 21629;的代表，在合适的时间和间隔，依据甲方合理要求的范围，在乙方高级管理人员的引导下对乙方财产进行检查，审查乙方的账簿和财务记录，并且和乙方高级管理人员讨论乙方的经营、财务和帐目。

5.3           Corporate Franchises.  Party B will do or cause to be done, all things necessary to preserve and keep in full force and effect its existence and maintain its material rights and licenses.

公司特许。乙方应当尽全力，保持其拥有的重大权利、特许和许可的存在和效力。

5.4           Compliance with Laws.  Party B shall abide by all applicable laws, regulations and orders of all relevant governmental administration, in respect to its business and the ownership of its property, including, without limitation, maintenance of valid and proper governmental approvals and licenses necessary to provide the services, unless such noncompliance could not, in the aggregate, have a material adverse effect on the business, operations, property, assets, condition or prospects of Party B.

遵守法律。乙方就其业务、财产所有权（包括但不限于保持有效和合适的政府审批和许可以便提供相关服务）应当遵守所有适用的法律、法规、政府机构的行政命令；除非此类不遵守，总体而言，对乙方的业务、经营、财产和&# 36130;务状况及未来发展不会带来重大不利影响。

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6.           NEGATIVE COVENANTS (不作为保证)

Party B covenants and agrees that, during the term of this Agreement, without the prior written consent of Party A:

乙方同意并且保证，在本协议有效期间，在没有事先获得甲方书面同意的情况下：

6.1           Equity.  Party B will not issue, purchase or redeem any equity or debt securities of Party B.

股权。乙方不会发行，购买或者回购任何乙方的股权或者债权凭证。

6.2           Liens.  Party B will not create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets (real or personal, tangible or intangible) of Party B whether existing or hereafter acquired, provided that the provisions of this Clause 6.2 shall not prevent the creation, incurrence, assumption or existence of:

担保。乙方不会设定、招致、承担或者忍受任何加诸于其财产（动产或者不动产，有形或者无形）之上的担保权，不管这类财产是现在拥有的还是之后获得的，但是本协议第6.2条没有阻止下列情况的产生、招! 268;或者承受：

6.2.1        Liens for taxes not yet due, or Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established; and

未到期税款的担保，由善意及恰当程序提起争议的税款担保且为此已建立足够的保留; 以及

6.2.2        Liens in respect to Party B’s property or assets imposed by law, which were incurred in the ordinary course of business, and (i) which do not in the aggregate, materially detract from the value of Party B’s property or assets or materially impair the use thereof in the operation of Party B’s business or (ii) which are being contested in good faith by appropriate proceedings and proceedings which have the effect of preventing the forfeiture or sale of the property of assets subject to any such Lien.

在通常业务中产生的，置于乙方财产之上的担保权，并且（i）该担保权不会在总体上重大减损此类财产的价值或者重大损害乙方在业务经营中对其的使用；或者（ii）此类担保通过合适的程 序善意地进行，而此类程序依据担保的效力具有防止相关财产转移和出售的效力。

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6.3           Consolidation, Merger, Sale of Assets, etc.  Party B will not wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any part of its property or assets, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of inventory, materials and equipment in the ordinary course of business) of any Person, except that (i) Party B may sell inventory in the ordinary course of business and (ii) Party B may sell equipment which is uneconomic or obsolete, in the ordinary course of business.

合并、兼并和资产出售等。乙方不会进行清盘、清算或者解散，或者签订任何兼并合并协议、或者转让、出售、出租或者放弃（或者同意在未来进行任何前述的活动）所有或者其部分财产；不会购买或者另行获取（通过一次或& #32773;一系列相关联的交易行为）任何人的全部或者部分财产（除非通过正常的交易购买、获取任何存货、材料和设备）；除非（i）乙方通过通常的方式出售存货；（ii）乙方在日常业务中出售其多余或者高成本的设备。

6.4           Dividends.  Party B will not declare or pay any dividends, or return any capital, to its shareholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock now or hereafter outstanding (or any options or warrants issued by Party B with respect to its capital stock), or set aside any funds for any of the foregoing purposes.

分红。乙方不会宣布任何红利方案或者支付红利，不会向其股东退返任何资本，不会授权或者直接向股东进行任何分配、支付或者交付任何财产或者现金；回赎、撤资、购买或者直接或者间接通过支付对价的方式获取现在已发&# 34892;或者以后将发行的任何种类的资本（或者乙方依据其股本发行之任何期权或者股权凭证），不会为了前述的目的拨留款项。

6.5           Leases.  Party B will not permit the aggregate payments (including, without limitation, any property taxes paid as additional rent or lease payments) by Party B under agreements to rent or lease any real or personal property to exceed US$1 million in any fiscal year of Party B.

租约。乙方不应当使其签订的任何动产不动产租约总额（包括但不限于任何作为租金之外的不动产税费）在任何一个会计年度超过一百万美元。

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6.6           Indebtedness.  Party B will not contract, create, incur, assume or suffer to exist any indebtedness, except accrued expenses and current trade accounts payable incurred in the ordinary course of business, and obligations under trade letters of credit incurred by Party B in the ordinary course of business, which are to be repaid in full not more than one (1) year after the date on which such indebtedness is originally incurred to finance the purchase of goods by Party B.

债务。乙方不会签约、产生、招致、承受或者忍受相关债务的存在，除非：此类费用及应付款产生于通常的业务活动中，及产生于日常业务中乙方总还款期在一年以内的信用证（用以乙方购货）。

6.7           Advances, Investment and Loans.  Party B will not lend money or grant credit or make advances to any Person, or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any other Person, except that Party B may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms.

预付款、投资和借款。乙方不得出借、给予信用安排或者提供预付款给任何人，不得购买任何人的股权、义务或者证券及其相关利益，不得向任何人注资；除非：产生于通常的交易并且依照商业惯例是应当& #25903;付和履行的，乙方获得因此产生的应收账款。

6.8           Transactions with Affiliates.  Party B will not enter into any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate of Party B, other than on terms and conditions substantially as favorable to Party B as would be obtainable by Party B at the time in a comparable arm’s-length transaction with a Person other than an Affiliate and with the prior written consent of Party A.

关联交易。无论是否是通常的交易，乙方不得和乙方的任何关联人进行任何或者一系列相关联的交易。除非获得甲方的书面批准，并且相关交易根据和非关联人进行一般公平交易的比较，对乙方具有重大利益。

6.9           Capital Expenditures.  Party B will not make any expenditure for fixed or capital assets (including, without limitation, expenditures for maintenance and repairs which are capitalized in accordance with generally accepted accounting principles in the PRC and capitalized lease obligations) during any quarterly period which exceeds the aggregate the amount contained in the budget as set forth in Section 5.1.5.

资本支出。在任何季度期间内，乙方不得为任何固定资产或者资本财产（包括但不限于依据中国公认会计原则资本化的维持和修理费支出和资本化的租赁支出）支出超过本协议5.1.5条约定的总计预算额度。

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6.10           Modifications to Debt Arrangements, Agreements or Articles of Association.  Party B will not (i) make any voluntary or optional payment or prepayment on or redemption or acquisition for value of (including, without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due) any existing Indebtedness or (ii) amend or modify, or permit the amendment or modification of, any provision of any existing Indebtedness or of any agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any of the foregoing or (iii) amend, modify or change its Articles of Association or business license, or any agreement entered into by it, with respect to its capital stock, or enter into any new agreement with respect to its capital stock.

对于债权安排、协议或者章程的修改。乙方不会(i) 对于任何现存的债务进行任何自愿的、选择性的支付、预先的支付、回购或者获得。（包括但不限于为到期支付而在受托人处预存钱款或证券）(ii)对于现存的任何债务或者与此有关的任何协议进行修正、修改或者允许这种修正或者修改（包括但不限于任何购买协议、契约& #12289;贷款协议或者担保协议）。(iii)修正、修改或者改变其章程、营业执照、或者任何其签订的有关资本的协议；或者签订与其资本有关的新协议。

6.11           Line of Business.  Party B will not engage (directly or indirectly) in any business other than those types of business prescribed within the business scope of Party B’s business license except with the prior written consent of Party A.

业务行业。乙方不会（直接或者间接）从事乙方营业执照确定的业务范围以外的业务，除非事先获得了甲方书面的同意。

7.           TERM AND TERMINATION (有效期和终止)

7.1           This Agreement shall take effect on the date of execution of this Agreement and shall remain in full force and effect unless terminated pursuant to Clause 7.2.

本协议自签署之日起生效，除非根据第7.2条终止，本协议应当保留完全的效力和强制力。

7.2           This Agreement may be terminated:

本协议在以下情况下终止:

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7.2.1        By either Party giving written notice to the other Party if the other Party has committed a material breach of this Agreement (including, but not limited to, the failure by Party B to pay the Consulting Services Fee) and such breach, if capable of remedy, has not been so remedied within fourteen (14) days, in the case of breach of a non-financial obligation, following the receipt of such written notice;

根据任何一方因为另一方重大违约而发出的书面通知（包括但不限于乙方未支付相关咨询费），并且如果是可以补救的且是非金钱方面的违约，未在收到书面通知后14天内作出补救;

7.2.2        By either Party giving written notice to the other Party if the other Party becomes bankrupt or insolvent or is the subject of proceedings or arrangements for liquidation or dissolution or ceases to carry on business or becomes unable to pay its debts as they become due;

任何一方向另一方发出书面通知，如果该另一方破产或者进入了清算或者解散程序，不再开展任何业务或者无法支付到期债务;

7.2.3        By either Party giving written notice to the other Party if, for any reason, the operations of Party A are terminated;

任何一方向另一方发出书面通知，如果甲方的业务因为任何原因而终止;

7.2.4        By either Party giving written notice to the other Party if the business license or any other license or approval material for the business operations of Party B is terminated, cancelled or revoked;

任何一方向另一方发出书面通知如果一方的营业执照或者对乙方经营具有重大影响的许可和批准被终止，取消或者撤销;

7.2.5        By either Party giving written notice to the other Party if circumstances arise which materially and adversely affect the performance or the objectives of this Agreement; or

如果因为实际情况发生重大不利变化导致本协议的目标无法实现时，任何一方向另一方发出书面通知; 或

7.2.6        By election of Party A with or without reason.

不管有无原因，根据甲方的选择。

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7.3           Any Party electing to terminate this Agreement pursuant to Clause 7.2 shall have no liability to the other Party for indemnity, compensation or damages arising solely from the exercise of such termination right, provided that the expiration or termination of this Agreement shall not affect the continuing obligation of Party B to pay any Consulting Services Fees already accrued or due and payable to Party A.  Upon expiration or termination of this Agreement, all amounts then due and unpaid to Party A by Party B hereunder, as well as all other amounts accrued but not yet payable to Party A by Party B, shall thereby become due and payable by Party B to Party A.

一方有根据第7.2条终止本协议，并不承担仅由于行使该权利而产生的向另一方补偿和赔偿的责任。本协议的到期或者终止不应当影响已经产生的乙方向甲方支付咨询费的责任。在本协议终止或者到期时，本协# 758;规定的任何到期未支付以及所有其他已经产生但是未到支付期的钱款，应当就此到期并且由乙方支付。

8.           PARTY A’S REMEDY UPON PARTY B’S BREACH (甲方因为乙方违约而应得到的救济)

In addition to the remedies provided elsewhere under this Agreement, Party A shall be entitled to remedies permitted under PRC laws, including, without limitation, compensation for any direct and indirect losses arising from the breach and legal fees incurred to recover losses from such breach.

除了本协议其他规定提供的救济外，甲方应当有权获得中国法律规定的其他救济，包括但不限于对产生于此类违约直接或者间接引起的损失的补偿，以及为弥补损失而产生的法律费用。

9.           AGENCY (代理)

The Parties are independent contractors, and nothing in this Agreement shall be construed to constitute either Party to be the agent, partner, legal representative, attorney or employee of the other for any purpose whatsoever.  Neither Party shall have the power or authority to bind the other except as specifically set out in this Agreement.

各方为独立之签约人。并且本协议的任何规定不管任何原因均不得被解释为一方为另一方的代理人、合伙人、法定代表人、代表或者雇员等。除非本协议另有规定，任何一方均无权利或者授权去约束另一方。

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10.           GOVERNING LAW AND JURISDICTION (适用法和管辖)

10.1           Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the PRC.

法律适用。本协议的适用法为中华人民共和国法律，并依据其进行解释。

10.2           Arbitration.  Any dispute arising from, out of or in connection with this Agreement shall be settled through amicable negotiations between the Parties.  Such negotiations shall begin immediately after one Party has delivered to the other Party a written request for such negotiation.  If, within ninety (90) days following the date of such notice, the dispute cannot be settled through negotiations, the dispute shall, upon the request of either Party with notice to the other Party, be submitted to arbitration in China under the auspices of China International Economic and Trade Arbitration Commission (the “CIETAC”).  The Parties shall jointly appoint a qualified interpreter for the arbitration proceeding and shall be responsible for sharing in equal portions the expenses incurred by such appointment.  The arbitration proceeding shall take place in Shanghai, China.  The outcome of the arbitration shall be final and binding and enforceable upon the Parties.

仲裁。双方应尽量通过友好协商解决与本协议解释或履行相关的任何争议。此类协商应当在一方向另一方递交请求协商的书面要求后立即进行。如果在通知发出后90天内争议仍无法通过协商解决，相关争议应ô 03;根据任一协议方向另一方发出的通知而提交中国国际经贸仲裁委员会（CIETAC）仲裁。各方应当联合任命一名合格的仲裁翻译并且对于由此产生的花费承担相同的比例。仲裁地为上海。仲裁裁决是终局性的，对双方均有约束力，并可根据其条款予以强制执行。

10.2.1      Number and Selection of Arbitrators. There shall be three (3) arbitrators.  Party B shall select one (1) arbitrator and Party A shall select one (1) arbitrator, and both arbitrators shall be selected within thirty (30) days after giving or receiving the demand for arbitration.  Such arbitrators shall be freely selected, and the Parties shall not be limited in their selection to any prescribed list.  The chairman of the CIETAC shall select the third arbitrator.  If a Party does not appoint an arbitrator who consents to participate within thirty (30) days after giving or receiving the demand for arbitration, the relevant appointment shall be made by the chairman of the CIETAC.

仲裁员的选择和数量。仲裁应当有三名仲裁员组成。乙方和甲方应当各选择一名仲裁员，并且这两名仲裁员应当在发出或者接受仲裁请求的三十天内选择。此类仲裁员应当自由选择，同时各方不应当受到任何仲裁员名单的限制。CIETAC的主席应当选择第三名仲裁员。如果任意协议方没有在发出或接受仲裁请求30天内选出仲裁员，该仲裁员由CIETAC的主席指定。

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10.2.2      Arbitration Language and Rules.  Unless otherwise provided by the arbitration rules of CIETAC, the arbitration proceeding shall be conducted in Chinese.  The arbitration tribunal shall apply the arbitration rules of the CIETAC in effect on the date of execution of this Agreement.  However, if such rules are in conflict with the provisions of this clause, or with Section 10 of this Agreement, then the terms of Section 10 of this Agreement shall prevail.

语言与适用法律。除非CIETAC的仲裁规则另有规定，仲裁使用中文。仲裁庭应当使用本协议签字时CIETAC有效的仲裁规则。但是，如果此类规则和本条款或本协议第十节相冲突，应采用本协议第十节相关条款的规 ;定。

10.2.3      Cooperation; Disclosure. Each Party shall cooperate with the other Party in making full disclosure of and providing complete access to all information and documents requested by the other Party in connection with such proceedings, subject only to any confidentiality obligations binding on such Parties.

合作；披露。除非受到保密义务的限制，根据另一方的要求，每一方应当和另一方合作以期提供完全地披露与相关法律程序有关的信息和文件。

10.2.4       Jurisdiction. Judgment rendered by the arbitration may be entered into by any court having jurisdiction, or application may be made to such court for a judicial recognition of the judgment or any order of enforcement thereof.

管辖权。仲裁委员会的裁决可以交予任何具有管辖权的法院，或者可以向其申请承认裁决或者强制执行裁决。

10.3           Continuing Obligations. The Parties shall continue their implementation of this Agreement during the period when the relevant dispute is being resolved.

持续之义务。在相关纠纷解决期间，各方应在其他各个方面继续履行本协议。

11.           ASSIGNMENT (转让)

No part of this Agreement shall be assigned or transferred by either Party without the prior written consent of the other Party.  Any such assignment or transfer shall be void, provided that Party A may assign its rights and obligations under this Agreement to an Affiliate without Party B’s consent.

在没有得到另一方事先书面同意的情况下，本协议的任何一部份都不能转让。任何此类的转让都无效。但是甲方可以不需乙方同意将其在本协议下的权利和义务转让给其关联人。

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12.           NOTICES (通知)

Notices or other communications required to be given by any Party pursuant to this Agreement shall be written in English and Chinese and delivered personally or sent by registered mail or prepaid mail or by a recognized courier service or by facsimile transmission to the address of the other Party set forth below or to such other address of the Party as specified by such Party from time to time. The date when the notice is deemed to be duly served shall be determined as the follows: (a) a notice delivered personally is deemed duly served upon the delivery; (b) a notice sent by mail is deemed duly served the tenth (10th) day after the date, or the fourth (4th) day after the delivery date of an internationally recognized courier service; and (c) a notice sent by facsimile transmission is deemed duly served upon the time shown on the transmission confirmation of relevant documents.

任何一方根据本协议要求发出的通知或其他函件应以英文和中文制作，在以专人递送、或挂号信或邮资预付邮件、或知名邮件服务机构或传真方式等送达到下列相关各方的地址或者各方不时通知的地址。通知有效送达的日期应&# 24403;由以下条件决定：(a) 由专人递送的通知，在递交时视作有效送达；(b) 通过邮递送达的，在邮资预付的航空挂号邮件投递后（见邮戳）的第十天视为有效送达；如果通过国际知名快递公司邮寄的，在投递后的第四天视为有效送达；(c)如果一份邮件是通过传真递送的，在相关文件传输确认单上显示的接受时间应当视作有效送达日期。

Party A 甲方:	Orient New Energy (Xi’an) Co., Ltd. 东方新能源（西安）有限公司
	Address: No.J40 Tower, No.1 Enterprise Park, No. 2 West Area Street, New Industrial Park, High-tech District, Xi’an City 地址：西安市高新区新型工业园西部大道2号企业一号公园J40号楼
	Attn: YAO Anping 联系人：姚安平
Party B: 乙方	Xi’an Orient Petroleum Group Co., Ltd. 西安东方石油集团限公司
	Address: Rm. 2201 Cuiting Tower, No. 1 Xingqing Road, Xi’an City 地址: 西安市兴庆路1号翠庭大厦2201室
	Attn: YAO Anping 联系人: 姚安平

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13.           GENERAL (一般条款)

13.1           The failure or delay in exercising a right or remedy under this Agreement shall not be constituted as a waiver of the right or remedy, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy.

未主张、延迟主张权利或者救济不能被视作放弃本协议下其他权利和救济，并且对于部分权利和救济的主张不能阻止进一步权利和救济的主张。

13.2           Should any clause or any part of any clause contained in this Agreement be declared invalid or unenforceable for any reason whatsoever, all other clauses or parts of clauses contained in this Agreement shall remain in full force and effect.

如果本协议任何条款或者条款的某部分因为任何原因被宣布为无效或者无强制执行力，所有其他的条款或者条款的其他部分仍保持完全的效力。

13.3           This Agreement constitutes the entire agreement between the Parties relating to the subject matter of this Agreement and supersedes all previous agreements.

本协议构成各方针对本协议主题事项的完整协议并且取代所有之前的协议。

13.4           No amendment or variation of this Agreement shall be valid unless it is in writing and executed by the Parties or their authorized representatives.

除非通过书面的方式并由各方或者各方代表签署，任何修正或者更改都无效。

13.5           This Agreement shall be executed in two (2) duplicate originals in English. Each Party shall receive one (1) duplicate original, and all originals shall be equally valid.

本协议用英文制作二份。每方各持有一份具有同等效力。

[SIGNATURE PAGE FOLLOWS]

[以下是签字页]

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［SIGNATURE PAGES］

签字页

IN WITNESS WHEREOF this Agreement is duly executed by each Party or its legal representatives.

兹证明，本协议由各方或者各方的法定代表人签订。

PARTY A: Orient New Energy (Xi’an)Co., Ltd.

甲方： 东方新能源（西安）有限公司

Legal/Authorized Representative: /s/ YAO Anping

法定代表人/或被授权人(签字)

Name: YAO Anping

姓名:姚安平

Title: Legal Representative

职务: 法定代表人

PARTY B: Xi’an Orient Petroleum Group Co., Ltd.

乙方： 西安东方石油集团有限公司

Legal/Authorized Representative: /s/ YAO Anping

法定代表人/或被授权人（签字）

Name: YAO Anping

姓名:姚安平

Title: Legal Representative

职务: 法定代表人

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EX-99.4

Exhibit 99.4

OPERATING AGREEMENT

经营协议

This Operating Agreement (this “Agreement”) is dated August 9, 2010, and is entered into in Xi’an City, Shaanxi Province, People’s Republic of China (“PRC” or “China”) by and among Orient New Energy (Xi’an) Co., Ltd. (“Party A”) and Xi’an Orient Petroleum Group  Co., Ltd. (“Xi’an Orient ” or “Party B”), and the shareholders holding 100% of the issued and outstanding equity interests of Party B (the “Shareholders of Party B” or “Party C”).  Party A, Party B, and Party C are each referred to in this Agreement as a “Party” and collectively as the “Parties.”

本《经营协议》（“本协议”）由东方新能源（西安）有限公司（“甲方”）；西安东方石油集团有限公司 (“西安东方”或“乙方”）；以及拥有乙方100%已发行的股权的股东（“乙方股东”或“丙方”）协商一致，于2010年8月9日在中国陕西省西安市签订。甲方，乙方和丙方总称为“各 方”。

RECITALS

陈述

1.           Party A, a company incorporated in the PRC as a foreign investment enterprise, specializes in the research and development of chemicals and consulting service;

甲方为根据中国法成立的外商投资企业，专业开展化学制品研发和咨询业务；

2. Party B is engaged in the wholesale of gas, coal oil, diesel oil; the sale and wholesale of lubricating oil, residual oil, fuel oil, naphtha, paraffin wax, asphaltum and wax-bearing oil; and the sale and wholesale of chemicals (excluding inflammable, explosive, hazardous chemicals) and petroleum special equipment. (collectively the “Business”);

乙方主要从事汽油、煤油、柴油的批发；润滑油、渣油、燃料油、石脑油、石蜡、沥青、蜡油的批发、零售；化工原料（不含易燃易爆危险品和专营）、石油专用设备和器材的批发、零售业务（总称为“业务”）；

3.           The Shareholders of Party B collectively own 100% of the equity interests of Party B;

乙方的股东拥有乙方100％的股权；

4.           Party A has established a business relationship with Party B pursuant to that certain Consulting Services Agreement dated August 9, 2010 (hereinafter “Consulting Services Agreement”);

甲方已经通过2010年8月9日签订的《咨询服务协议》（“服务协议”）和乙方建立了业务联系；

5.           Pursuant to that the Consulting Services Agreement, Party B is obligated to make regular payments of consulting services fee to Party A during the term of the Consulting Services Agreement.  However, no payment has yet been made, and Party B’s daily operation has a material effect on its ability to make such payments to Party A; and

根据服务协议，在服务协议有效期间，乙方有义务定期向甲方支付咨询服务费。但是，该费用还未被支付，并且乙方的日常经营对于其向甲方进行支付的能力具有重大的影响；与

6.           The Parties are entering into this Agreement to clarify certain matters in connection with Party B’s operations in order to ensure Party B’s ability to meet its obligations under the Consulting Services Agreement, including payment of consulting services fee.

为确认乙方有能力实现服务协议里的义务，包括支付咨询服务费，各方准备签订本协议以便理清和乙方经营有关的议题。

NOW THEREFORE, all Parties of this Agreement hereby agree as follows through negotiations:

鉴于此，通过双方协商，各方同意签订协议如下：

1.           Party A agrees, subject to Party B’s agreement to relevant provisions of this Agreement, to be Party B’s guarantor in connection with the contracts, agreements and transactions executed between Party B and any third party, and to provide full guarantee for the performance of such contracts, agreements or transactions by Party B.  Party B agrees, as a counter-guarantee, to pledge all of its relevant assets, including accounts receivable, to Party A.  Pursuant to such guarantee arrangement, Party A may, pursuant to Section 5, enter into written guarantee agreements with Party B’s counter-parties to assume guarantor liability, upon which Party B and Party C shall take all necessary actions (including, but not limited to, executing relevant documents and commencing relevant registrations) to carry out the counter-guarantee arrangements to be provided to Party A.

甲方同意，根据乙方所接受的本协议相关约定，作为乙方在和其经营有关的第三人的合同、协议和交易中的担保人，为乙方履行相关合同、协议或者交易提供完全的担保。乙方同意，作为反担保，向甲方提供其包括应收帐款在&# 20869;的所有相关资产的质押。根据前述的担保安排，甲方可以根据第五条和乙方的相对方签订书面的担保合同以承担相关担保人应承担的责任。因此，乙方和丙方应当采取所有必要的行动（包括但不限于签订相关文件并且进行相关登记）以便实现向甲方提供的反担保。

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2.           In consideration of Section 1 herein and to ensure the performance of the various arrangements between Party A and Party B, including related payment obligations of Party B to Party A, Party B and the Party C hereby jointly agree that Party B shall not, without the prior written consent of Party A, conduct any transactions which may materially affect the assets, obligations, rights or the operations of Party B (excluding proceeding with Party B’s normal business operation and the lien obtained by relevant counter parties due to such proceedings).  Such transactions shall include, without limitation the following:

考虑到本协议第一条的要求，为求保证甲乙双方之间达成的各类交易的履行,包括乙方向甲方应当支付的相关价款的支付，乙方及其股东丙方在此一致同意除非事先获得来自甲方的书面同意，乙方不应当进行任& #20309;能够实质性影响乙方财产、义务、权利或者经营的那些交易（排除乙方进行日常的业务活动以及相对方由此获得的担保权）。那些交易应包括但不局限于以下情形：

2.1           To borrow money from any third party or assume any debt;

向任何第三方借款或者承担任何债务;

2.2           To sell or acquire from any third party any asset or right, including, but not limited to, any intellectual property rights;

向任何第三方出售（或者购得）任何财产或者权利，包括但不限于任何知识产权;

2.3           To provide any guarantees to any third parties using its assets or intellectual property rights; or

以其拥有的财产和知识产权向任何第三方提供担保; 或

2.4           To assign to any third party its business agreements.

向任何第三方转让业务合同。

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3.           In order to further ensure Party B’s performance of the various arrangements between Party A and Party B, including related payment obligations of Party B to Party A, Party B and Party C hereby jointly agree to accept the corporate policies provided by Party A in connection with Party B’s daily operations, financial management and the employment and dismissal of Party B’s employees.

为了更加保证乙方履行各类在甲方和乙方之间达成的各类交易，包括乙方对甲方相关帐款的支付义务，乙方及其股东丙方在此一致同意接受甲方提供的有关公司的政策的建议。相关政策有关乙方的日常经营，财政安排和乙方员&# 24037;的解雇和雇佣。

4.           Party B and Party C hereby jointly agree that Party C shall appoint such individuals as recommended by Party A to be Directors of Party B, and shall appoint members of Party A’s senior management as Party B’s General Manager, Chief Financial Officer, and other senior officers.  If any member of such senior management leaves or is dismissed by Party A, he or she will lose the qualification to take any other position with Party B, and Party B shall appoint another member of Party A’s senior management as recommended by Party A to take such position.  The person recommended by Party A in accordance with this section shall have the qualifications necessary to be a Director, General Manager, Chief Financial Officer, and/or other relevant senior officers pursuant to applicable laws.

乙方与丙方在此一致同意丙方应当任命甲方推荐的人员担任乙方的董事，且应当任命甲方的高级经理人员担任乙方的总经理、首席财务官和其他公司的高级主管。如果 197;上任何公司的高级主管被甲方解雇或者自动离职，她/他自动丧失其在乙方的职务而乙方应当任命其他由甲方推荐的甲方高级管理人员以担任相关职务。甲方依照本协议规定 推荐的人员应当符合相关适用法律中涉及董事，总经理，首席财务官的资质规定。

5.           Party B, together with Party C, hereby jointly agree and confirm that Party B shall first seek guarantee from Party A if Party B requires any guarantee for its performance of any contract or loan in the course of its business operation.  Under such circumstances, Party A shall have the right, but not the obligation, to provide the appropriate guarantee to Party B at its sole discretion.  If Party A decides not to provide such guarantee, Party A shall issue a written notice to Party B immediately and Party B shall seek a guarantee from other third party.

乙方及其股东丙方在此一致同意并且确认乙方在经营中因为合同履行或者贷款而需要担保时，应当首先向甲方寻求此类担保。在这种情况下，甲方拥有权利（非义务）依据自身判断向乙方提供合适的担保。如果甲方决定不提供&# 27492;类担保，那么甲方应当立即向乙方发出书面通知并且乙方应当寻求其他第三方获得此类担保。

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6.           In the event that any of the agreements between Party A and Party B terminates or expires, Party A shall have the right, but not the obligation, to terminate all agreements between Party A and Party B, including, but not limited to, the Consulting Services Agreement.

在甲方和乙方之间的协议终止或者到期的情况下，甲方拥有（非义务）终止甲乙双方之间的所有协议（包括但不限于服务协议）的权利。

7.           Any amendment to this Agreement shall be made in writing.  The amendments duly executed by all Parties shall be deemed as a part of this Agreement and shall have the same legal effect as this Agreement.

任何本协议的修正和补充应当以书面提供。各方签署的相关修正和补充应当视作本协议的一部份并且应当和本协议拥有相同的法律效力。

8.           If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the laws and regulations of the jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

如果根据相关法律，任何条款被视作无效、非法或者不可执行或与法域内的法律法规相冲突，那么该类条款应当仅在该类法域的范围内无效并且不会影响本协议中的其他条款。

9.           Party B and Party C shall not assign its rights and obligations under this Agreement to any third party without the prior written consent of Party A.  Party B and Party C hereby agree that Party A may assign its rights and obligations under this Agreement if necessary and such transfer shall only be subject to a written notice sent to Party B and Party C by Party A, and no any further consent from Party B or Party C will be required.

乙方和丙方不应当在未获得甲方事先书面同意的情况下将本协议中相关权利和义务转让给任何第三方。乙方和丙方在此同意甲方在需要时可以将其在本协议中的权利和义务进行转让，并且相关转让仅取决于甲方向乙方和丙方发&# 20986;的书面通知，并且无需自乙方或丙方获得任何进一步的同意。

10.           The Parties hereby acknowledge and agree the confidentiality of all oral and written materials exchanged relating to this Agreement.  No Party shall disclose the confidential information to any other third party without the other Party’s prior written approval, unless: (a) it was in the public domain at the time it was communicated (unless it entered the public domain without the authorization of the disclosing Party); (b) the disclosure was in response to the relevant laws, regulations, or stock exchange rules; or (c) the disclosure was required by any of the Party’s legal counsel or financial consultant for the purpose of the transaction of this Agreement.  However, such legal counsel and/or financial consultant shall also comply with the confidentiality as stated hereof.  The disclosure of confidential information by employees or agents of any Party is deemed to be an act of such Party, and such Party shall bear all liabilities of the breach of confidentiality.  If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole.

各方认识到并且确认任何通过口头或者书面传递的与本协议有关的材料均为机密。各方应当对此类文件采取保密措施并且在没有获得其他方书面同意的情况下不向任何第三方泄露，除非：（a）提供时已被公ߨ 7;知晓。（排除接受方在未获授权的情况下将此类文件向公众公开）；（b）任何依照适用的法律法规及证券交易规则所做的披露；（ c）应一方法律顾问或者财务顾问为本协议项下的交易而要求进行的披露，但是该法律顾问和财务顾问也应当遵守本协议的保密规定。各方的雇员或者代理人所做的披露应当视作该方所做的披露，并且该方应当承担所有违反本协议保密条款的责任。本协议任何规定被恰当的 0417;管当局判定为不可执行或者无效，并不就此得出本协议作为一个整体不可执行或无效的结论。

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11.           This Agreement shall be governed and construed in accordance with PRC law.

本协议应当适用中华人民共和国法律并进行解释。

12.           The Parties shall strive to settle any disputes arising from the interpretation or performance of this Agreement through amicable negotiations. If such dispute cannot be settled, any Party may submit such dispute to China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration. The arbitration shall abide by the current rules of CIETAC, and the arbitration proceedings shall be conducted in Shanghai, China in Chinese. The judgment of the arbitration shall be final and binding upon the Parties.

各方应当尽力通过友好协商解决任何对于本协议的解释和履行而产生的纠纷。如果无法通过协商解决纠纷，每一方都可以诉诸中国贸促会仲裁委员会并接受其现有规则进行仲裁。仲裁地为上海。仲裁程序以中文进行。任何仲裁&# 35009;决应当为终局的并且对协议各方具有约束力。

13.           This Agreement shall be executed by a duly authorized representative of each Party as of the date first written above and becomes effective simultaneously.

本协议应由各方授权的代表在首页确定的日期签署，在签署的同时本协议生效。

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14.           The Parties confirm that this Agreement shall constitute the entire agreement of the Parties with respect to the subject matters therein and supersedes and replaces all prior or contemporaneous verbal and written agreements and understandings.

各方确认本协议应当就其中规定的事项构成一份完整的协议，并且应当替代所有以前达成的所有口头和书面的协议和谅解。

15.           The term of this Agreement is twenty (20) years unless early terminated in accordance with the relevant provisions herein or by any other agreements reached by all Parties. The term may only be extended upon Party A’s written confirmation prior to the expiration of this Agreement and the extended term shall be determined by the Parties hereto through mutual negotiations.

本协议期限是二十年，除非根据相应规定提前终止或者各方另行达成协议。本协议只能由甲方在到期时通过书面协议进行继展，并且继展期只能通过双方协商确定。

16.           This Agreement shall be terminated on the expiration date unless it is renewed in accordance with the relevant provisions herein.  During the effective term of this Agreement, neither Party B nor Party C may terminate this Agreement.  Party A shall have the right to terminate this Agreement at any time by giving a thirty (30) day prior written notice to Party B and Party C.

除非根据本协议相应规定终止，本协议应当在到期时终止。在有效期间，乙方和丙方都不得终止本协议。甲方有权通过提前三十天发出书面通知的方式，在任何时间终止本协议。

17.           This Agreement has been executed in four (4) duplicate originals in English.  Each Party has received one (1) original, and all originals shall be equally valid.

本协议一式四份，以英语签署，每一方保留一份并且每一份拥有相同的效力。

[SIGNATURE PAGE FOLLOWS]

 [以下是签字页]

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[SIGNATURE PAGE]

[签字页]

IN WITNESS WHEREOF this Agreement is duly executed by each Party or its legal representatives.

兹证明，本协议由各方或者各方的法定代表人签订。

PARTY A: Orient New Energy (Xi’an)Co., Ltd.

甲方： 东方新能源（西安）有限公司

Legal/Authorized Representative: /s/ YAO Anping

法定代表人/或被授权人(签字)

Name: YAO Anping

姓名:姚安平

Title: Legal Representative

职务: 法定代表人

PARTY B: Xi’an Orient Petroleum Group Co., Ltd.

乙方： 西安东方石油集团有限公司

Legal/Authorized Representative: /s/ YAO Anping

法定代表人/或被授权人（签字）

Name: YAO Anping

姓名:姚安平

Title: Legal Representative

职务: 法定代表人

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SIGNATURE PAGE FOR SHAREHOLDERS OF PARTY B

乙方股东签字页

Shareholders ofXi’an Orient Petroleum Group

西安东方石油集团有限公司的股东:

/s/ YAO Anping

姚安平

YAO Anping

ID Card No.: _________________

身份证号：_________________

Owns 92.0% of Xi’an Orient

持有西安东方股权92.0%

/s/ TIAN Songling

田松岭

TIAN Songling

ID Card No.: _________________

身份证号：_________________

Owns 3.0% of Xi’an Orient

持有西安东方股权3.0%

(Seal)

西安海洋石化工程建设有限公司

Xi’an Sea Petroleum & Chemical Co., Ltd

Owns 5.0% of Xi’an Orient

持有西安东方股权5.0%

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EX-99.5

Exhibit 99.5

EQUITY PLEDGE AGREEMENT

股权质押协议

This Equity Pledge Agreement (hereinafter this “Agreement”) is dated August 9, 2010, and is entered into in Xi’an City, Shaanxi Province, People’s Republic of China (“PRC” or “China”) by and among Orient New Energy (Xi’an) Co., Ltd. (“Pledgee”), and each of the shareholders listed on the signature pages hereto (each a “Pledgor” and collectively, the “Pledgors”) of Xi’an Orient Petroleum Group Co., Ltd. (“Xi’an Orient ”).  Xi’an Orient is made a party to this Agreement for the purpose of acknowledging the Agreement.

此《股权质押协议》（以下作“协议”）于2010年8月9日在中华人民共和国（“PRC”或“中国”）陕西省西安市由东方新能源（西安）有限公司（“质权人”）,以及签字页所示的西安东方石油集团有限公司（“西安东方”）的股东（各股东分别或统 1216;为“出质人”）共同订立。西安东方以下签字是为认可本协议。

RECITALS

说       明

1.           The Pledgee incorporated in the PRC as a foreign investment enterprise and specializes in the research and development of chemicals and consulting service.

质权人为根据中国法成立的外商投资企业，专门开展化学制品研发和咨询。

2.           Xi’an Orient  is engaged in the wholesale of gas, coal oil, diesel oil; the sale and wholesale of lubricating oil, residual oil, fuel oil, naphtha, paraffin wax, asphaltum and wax-bearing oil; and the sale and wholesale of chemicals (excluding inflammable, explosive, hazardous chemicals) and petroleum special equipment. (collectively the “Business”).

西安东方主要从事汽油、煤油、柴油的批发；润滑油、渣油、燃料油、石脑油、石蜡、沥青、蜡油的批发、零售；化工原料（不含易燃易爆危险品和专营）、石油专用设备和器材的批发、零售业务。

3.           The Pledgors are shareholders of the Xi’an Orient , each legally holding such amount of equity interest of theXi’an Orient  as set forth on the signature page of this Agreement and collectively holding 100% of the issued and outstanding equity interests of the Xi’an Orient  (collectively the “Equity Interest”).

出质人股东按照本协议签字页载明的数额合法持有西安东方的股权，前述股权合计构成西安东方的已发行股权的100%（以下统称“股权”）。

4.           The Pledgee and the Xi’an Orient  have executed a Consulting Services Agreement dated August 9, 2010 (the “Consulting Services Agreement”) concurrently herewith, pursuant to which the Xi’an Orient  shall pay consulting and service fees (the “Consulting Services Fee”) to the Pledgee for consulting and related services in connection with the Business.

质权人和西安东方在2010年8月9日签订了签署了《咨询服务协议》（以下简称《咨询服务协议》）。基于该协议，公司需向质权人就其提供的咨询和其他与公司业务相关的服务支付技术咨询和服务费（以下简称“咨询服务费”）。

5.           In order to ensure that the Xi’an Orient  will perform its obligations under the Consulting Services Agreement, and in order to provide an additional mechanism for the Pledgee to enforce its rights to collect the Consulting Services Fee from the Xi’an Orient , the Pledgors agree to pledge all their equity interests in the Xi’an Orient as security for the performance of the obligations of the Xi’an Orient  under the Consulting Services Agreement, including payment of the Consulting Services Fee.

为确保西安东方履行其在《咨询服务协议》项下的义务，并为质权人能够照常从西安东方收取咨询服务费提供进一步的措施，出质人同意出质在西安东方中的所有股权作为对西安东方履行《咨询服务协议》项下义务（含咨询服务费用支付义&# 21153;）的担保。

NOW THEREFORE, the Pledgee and the Pledgors through mutual negotiations hereby enter into this Agreement based upon the following terms:

因此，质权人和出质人经相互协商签订以下协议，以资遵守：

1.           Definitions and Interpretation.  Unless otherwise provided in this Agreement, the following terms shall have the following meanings:

定义和解释。如果该协议不另作说明，下述条款将有下述含义：

1.1           “Pledge” refers to the full content of Section 2 hereunder.

 “质押”指的是下文第2节的全部内容。

1.2           “Equity Interest” refers to all the equity interests in the Xi’an Orient legally held by the Pledgors.

“股权”指的是由出质人合法拥有的在西安东方中的全部股权。

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1.3           “Term of Pledge” refers to the period provided for under Section 3.2 hereunder.

“质押期限”指的是下文3.2节所提到的期限。

1.4           “Event of Default” refers to any event in accordance with Section 7.1 hereunder.

“违约事项”指的是下文7.1节所列任何事项。

1.5           “Notice of Default” refers to the notice of default issued by the Pledgee in accordance with this Agreement.

“违约通知” 指的是由质权人根据本协议发出的违约通知。

2.           The Pledge.  The Pledgors hereby pledge the Equity Interest to the Pledgee as a security for the obligations of the Xi’an Orient  under the Consulting Services Agreement (the “Pledge”).  Pursuant thereto, the Pledgee shall have priority in receiving payments from the evaluation or the proceeds from the auction or sale of the Equity Interest. The Equity Interest shall hereinafter be referred to as the “Pledged Collateral”.

质押。出质人谨此向质权人质押他们股权以作为在该《咨询服务协议》中所涉及的西安东方义务的担保（“质押”）。依照该协议，质权人将从股权权益的拍卖或销售的价款获得优先受偿权。股权以下称为“质押物”。

3.           Term of Pledge.

质押期限。

3.1           The Pledge shall take effect as of the date when the Pledge is recorded in the Xi’an Orient ’s Register of Shareholders, and shall expire two (2) years from the Xi’an Orient ’s satisfaction of all its obligations under the Consulting Services Agreement (the “Term”).

质押将从质押事项载入公司股东登记薄之日开始生效。有效期限（“期限”）将在西安东方充分履行《咨询服务协议》项下义务的两（2）年后到期。

3.2           During the Term, the Pledgee shall be entitled to vote, control, sell, or dispose of the Pledged Collateral in accordance with this Agreement in the event that the Xi’an Orient does not perform its obligations under the Consulting Services Agreement, including without limitations thee failures to pay the Consulting Service Fee.

在期限之内，如果西安东方没有履行《咨询服务协议》下的义务，包括但不限于三次不支付咨询服务费，质权人有权根据本协议投票、控制、出售或处分质押物。

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-3-

3.3           During the Term, the Pledgee shall be entitled to collect any and all dividends declared or paid in connection with the Pledged Collateral.

在期限之内，质权人有权收取所有已宣告或已支付的与质押物有关的红利。

4.           Pledge Procedure and Registration.

质押程序和登记。

4.1           The Pledge shall be recorded in the Xi’an Orient’s Register of Shareholders.  The Pledgors shall, days after the date of this Agreement, process the registration procedures with the Administration for Industry and Commerce concerning the Pledge.

质押应在西安东方股东登记薄上载明。出质人应在本协议签订后，向工商行政管理局办理质押登记手续。

4.2           To the maximumextent permitted by the PRC laws, the Pledgors and Pledgee will file the application with Administration for Industry and Commerce with competent authority to register the Pledge within the term of this Agreement.

在中国法律最大的许可范围内，出质人和质权人将在本协议期限内向具有权限的工商行政管理机关申请登记质押。

4.3           Pledgors and Pledgee agree to use their best efforts to take any action required for the completion of the registration of the Pledge, including without limitation, the execution of documents, the payment of filing fees and submission of applications.

出质人和质权人将尽其最大努力进行任何完成质押登记所需要的行动，包括但不限于签署文件、支付申报费用及提交申请。

5.           Representation and Warranties of Pledgors.

出质人的陈述和保证。

5.1           The Pledgors are the legal owners of the Pledged Collateral.

出质人是质押物的合法所有人。

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-4-

5.2           Other than to the Pledgee, the Pledgors have not pledged the Pledged Collateral to any other party, and the Pledged Collateral is not encumbered to any other party.

除质权人以外，出质人没有将质押物质押给其它任何人或在质押物上为其他人设定权利负担。

6.           Covenants of Pledgors.

出质人的承诺。

6.1           During the Term, the Pledgors represent and warrant to the Pledgee for the Pledgee’s benefit that the Pledgors shall:

在期限内，出质人向质权人陈述并保证：基于质权人的利益，出质人必须做到：

6.1.1         Not transfer or assign the Pledged Collateral, nor create or permit to create any pledge or encumbrance to the Pledged Collateral which may adversely affect the rights and/or benefits of the Pledgee without the Pledgee’s prior written consent.

未经质权人事先书面同意，不得转让质押物，不得设立或允许设立任何可能对质权人权利或利益产生负面影响的质押或权利负担。

6.1.2         Comply with the laws and regulations with respect to the Pledge; present to Pledgee any notices, orders or advisements with respect to the Pledge that may be issued or made by a competent PRC authority within five (5) days upon receiving such notices, orders or advisements; comply with such notices, orders or advisements; or object to the foregoing matters upon the reasonable request of the Pledgee or with consent from the Pledgee.

遵守与质押相关的法律、法规；在接到中国主管单位发布或制作的关于抵押的公告、命令或者广告5天内转交给质权人；遵守这些公告、命令或者广告；或者根据质权人合理要求或经质权人允许而对上述公告、命令或广告ÿ 52;出异议；

6.1.3         Timely notify the Pledgee of any events which may affect the Pledged Collateral or the Pledgors’ rights thereto, or which may change any of the Pledgors’ warranties or affect the Pledgor’s performance of their obligations under this Agreement.

及时通知质权人那些可能影响质押物或出质人对质押物权利的事件，或可能改变出质人在本协议下的保证或影响出质人履行本协议项下义务的事件。

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6.2           The Pledgors agree that the Pledgee’s right to the Pledge pursuant to this Agreement shall not be suspended or inhibited by any legal proceedings initiated by the Pledgors, jointly or separately, or by any successor of or any person authorized by the Pledgors.

出质人同意，质权人对依本协议对质押的权利不应被由出质人、出质人继承者、出质人授权的人（单独或共同）提起的法律程序所中止或禁止。

6.3           The Pledgors represent and warrant to the Pledgee that in order to protect and perfect the security for the payment of the Consulting Services Fee, the Pledgors shall execute in good faith and cause other parties who have interests in the Pledged Collateral to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee.

出质人向质权人陈述并保证：为了保障对服务费用支付的担保并使担保处于良好状态，出质人应依质权人要求，善意地并且促使其他在质押物中有利益的他方，签署所有的产权证明、合同及采取行动。

6.4           The Pledgors represent and warrant to the Pledgee or its appointed representative (whether a natural person or a legal entity) that they will execute all applicable and required amendments in connection with the registration of the Pledge, and within a reasonable amount of time upon request, provide the relevant notice, order and decision regarding such registration to the Pledgee.

出质人向质权人或其指定代表（自然人或法人机构）陈述并保证：其会签署与质押登记有关的所有适用且必要的修正文件，并且根据要求在合理的时间内向质权人提供与登记相关的通知、命令或决定。

6.5           The Pledgors represent and warrant to the Pledgee that they will abide by and perform all relevant guarantees, covenants, warranties, representations and conditions necessary to insure the rights of the Pledgee under this Agreement.  The Pledgors shall compensate all the losses suffered by the Pledgee as a result of the Pledgors’ failure to perform any such guarantees, covenants, warranties, representations or conditions.

出质人向质权人陈述并保证：其会遵守和履行所有相关的担保、承诺、保证、陈述和条件来保证本协议项下质权人的权利。出质人应对由于其没有履行此等担保承诺、契约、担保、陈述或条件而给质权人造成的损失作出赔偿。

7.           Events of Default.

违约事项。

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7.1 The occurrence of any one of the following events shall be regarded as an “Event of Default”:

如下事项将被视为违约事项:

7.1.1         This Agreement is deemed illegal by a governing authority of the PRC, or the Pledgor is incapable of continuing to perform the obligations herein due to any reason except force majeure;

该协议被中华人民共和国监管部门视作非法，或出质人由于除不可抗力以外的任何原因不能继续履行本协议规定的义务；

7.1.2         The Xi’an Orient  fails to timely pay the Consulting Services Fee in full as required under the Consulting Service Agreement;

西安东方不能如期全额支付《咨询服务协议》中的服务费用；

7.1.3         A Pledgor makes any materially false or misleading representations or warranties under Section 5 herein, or breaches any warranties under Section 5 herein;

出质人在第5节作出任何重大错误说明或误导性的陈述保证，或者出质人违反第5节中的保证；

7.1.4         A Pledgor breaches the covenants under Section 6 herein;

出质人违反第6款规定的契约；

7.1.5         A Pledgor breaches any terms and conditions of this Agreement;

出质人违反协议规定的任何条款或条件；

7.1.6         A Pledgor transfers or assigns, cause to be transferred or assigned, or otherwise abandons the Pledged Collateral without the prior written consent of the Pledgee;

事先未经质权人的书面允许，出质人转让质押物，或导致质押物被转让，或放弃质押物；

7.1.7         The Xi’an Orient  is incapable of repaying debt;

西安东方无力偿付债务；

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7.1.8         The assets of a Pledgor are adversely affected so as to cause the Pledgee to believe that such Pledgor’s ability to perform the obligations herein is adversely affected;

出质人财产遭受不利影响导致质权人确信出质人履行本协议义务的能力也受到不利影响；

7.1.9         The successors or agents of the Xi’an Orient  refuse, or are only partly able, to perform the payment obligations under the Consulting Services Agreement;

西安东方的承继人或代理人拒绝履行，或仅能部分履行《咨询服务协议》中的支付义务；

7.2           A Pledgor shall immediately give a written notice to the Pledgee if such Pledgor is aware of or discovers that any event under Section 7.1 herein, or any event that may result in any one of the foregoing events, has occurred or is likely to occur.

出质人一旦意识到或发现7.1款中的事件或其他可能导致上述任一事件发生的因素，必须马上给予质权人书面通知。

7.3           Unless an Event of Default has been resolved to the Pledgee’s satisfaction within 15 days of its occurrence (the “Cure Period”), the Pledgee may, at any time thereafter, give a written default notice (the “Default Notice”) to the Pledgor and require the Pledgors to immediately make full payment of the then outstanding Consulting Service Fee and any other outstanding payables in accordance with Section 8 herein.

除非违约事项在发生后15天内（“补救期”）得到解决，并且质权人对此满意，质权人可以在此后给予出质人一个书面的违约通知（“违约通知”）并且要求出质人根据第8节的规定立即全额支付尚欠的咨询 服务费用以及其他应付费用。

8.           Exercise of Remedies.

补救措施。

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8.1           Authorized Action by Secured Party. The Pledgors hereby irrevocably appoint Pledgee as the attorney-in-fact of the Pledgors for the purpose of carrying out the security provisions of this Agreement and to take any action and execute any instrument that the Pledgee may deem necessary or advisable to accomplish the purpose of this Agreement.  Such power of attorney shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral) by any person, upon the occurrence an Event of Default.  Pledgee shall not have any duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so.

If an Event of Default occurs, or is already proceeding, Pledgee shall have the right to exercise the following rights:

被担保方的受权措施。出质人不可撤销地指定质权人为自己的事实代理人，以实现本协议担保条款之目的、并采取任何质权人认为对达到本协议目的必要的或有益的行动和签署此等文书。在违约事项发生时，该代理权将自动生效，无须任何É 54;的任何行为（包括抵押物的转移）。质权人没有义务行使或保留上述权利，也不对未行使或延迟行使上述权利负责。

如果一个违约事件发生，或者正在发展，质权人有权利行使如下权利：

(a)           Collect by legal proceedings or otherwise, and endorse and/or receive all payments, proceeds and other sums and property now or hereafter payable on or on account of the Pledged Collateral;

代表或为了质押物，以法定程序及其它方式收取、背书、接收所有付款、价款以及现今及今后所有应收的款项和财产；

(b)           Enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Pledged Collateral;

参与关于、处置、放弃、接受、或拥有其它财产交换质押物的任何延期、重组、处置、兼并、合并等安排；

(c)           Transfer the Pledged Collateral under the Pledgee’s name or under an appointed nominee;

将质押物转到质权人或其指定人名下；

(d)           Make any compromise or settlement, and take any action the Pledgee deems advisable, with respect to the Pledged Collateral;

就质押物作出质权人认为有益的妥协或和解。

(e)           Notify any obligor with respect to the Pledged Collateral to make payment directly to the Pledgee;

通知任何与质押物有关的债务人直接付款给质权人；

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(f)           All rights of the Pledgors that they would otherwise be entitled to enjoy or exercise with respect to the Pledged Collateral, including without limitations the rights to vote and to receive distributions, shall cease without any further action by or notice, and all such rights shall thereupon become vested in the Pledgee; and

无需任何其他措施或通知，出质人应丧失原先所有对质押物享有或行使的其他权利，包括但不限于投票权及获得分配的权利。这些权利应归属于质权人；并且

(g)           The Pledgors shall execute and deliver to the Pledgee such other instruments as the Pledgee may request in order to permit the Pledgee to exercise the rights set forth herein.

出质人应按质权人要求签署和交付其他文据，以允许质权人行使本协议项下的权利。

8.2           Other Remedies.  Upon the expiration of the Cure Period, the Pledgee, in addition to the remedies set forth in Section 8.1 or such other rights in law, equity or otherwise, may, without notice or demand on the Pledgors, elect any of the following:

其他补救措施。补救期限结束之后，质权人除了享有法律、股权和8.1条规定等的权利以外，还有权无须通知或经向出质人提出要求，而采取以下措施：

(a)           Require the Pledgors to immediately pay all outstanding unpaid amounts due under the Consulting Services Agreement;

要求出质人立即支付《咨询服务协议》中的到期未支付费用的总额；

(b)           Foreclose or otherwise enforce the Pledgee’s security interest to the Pledged Collateral in any manner permitted by law or provided under this Agreement;

用法律许可的及本协议中规定的任何方式来终止回赎权或以其他方法执行出质人在质押物上的股权；

(c)           Terminate this Agreement pursuant to Section 11;

依照11节终止该协议；

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(d)           Exercise any and all rights as the beneficial and legal owner of the Pledged Collateral, including, without limitation, the transfer and exercise of voting and any other rights to the Pledged Collateral; and

行使作为质押物合法所有人和受益人的所有权利，包括但不限于转让、行使涉及质押物的投票权和任何其他权利；并且

(e)           Exercise any and all rights and remedies of a secured party under applicable laws.

行使可适用法律下被担保方的任何权利及补救措施。

8.3           The Pledgee has priority in the receipt of payments from the proceeds of auction or sale of the Pledged Collateral, in part or in whole, in accordance with legal procedures, until all payment obligations under the Consulting Services Agreement are satisfied.

质权人依法定程序对整体地或部分地拍卖或销售质押物的价款具有优先受偿权，直至所有《咨询服务协议》下的付款义务偿清为止。

8.4           The Pledgors shall not hinder the Pledgee from exercising its rights in accordance with this Agreement and shall give necessary assistance so that the Pledgee may exercise its rights in full.

出质人不可阻碍质权人根据本协议行使权利，并应给予必要的帮助以确保质权人充分行使权利。

9.           Assignment.

            转让

9.1            The Pledgors shall not assign or otherwise transfer the rights and obligations herein without the Pledgee’s prior written consent.

未经质权人的事先书面允许，出质人不得转让或以其他方式转移其权利和义务。

9.2           This Agreement shall be binding upon each of the Pledgors and their respective successors, and shall be binding on the Pledgee and each of its successor and assignee.

本协议对每个出质人及其继承者有约束力，对质权人及其继承者及受让人有约束力。

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9.3           Upon the transfer or assignment by the Pledgee of any or all of its rights and obligations under the Consulting Service Agreement, the Pledgee’s transferee or assignee shall enjoy and undertake the same rights and obligations as the Pledgee under this Agreement.  The Pledgors shall be notified of any such transfer or assignment by written notice and at the request of the Pledgee, the Pledgors shall execute such relevant agreements and/or documents with respect to such transfer or assignment.

如果质权人转让《咨询服务协议》中的权利和义务，其受让人应当享有和承担与质权人相同的权利和义务。质权人应将该转让书面通知出质人。出质人应按质权人要求签署涉及转让的相关协议及文件。

9.4           In the event of the Pledgee’s change in control resulting in the transfer or assignment of this Agreement, the successor to the Pledgee and the Pledgors shall execute a new equity pledge agreement.

如果质权人由于控制权改变而导致本协议转让，质权人的承继人应与出质人签署新的股权质押协议。

10. Formalities, Fees and Other Charges.

手续，费用及其他支出。

10.1           The Pledgors shall be responsible for all the fees and expenses in relation to this Agreement, including, but not limited, to legal fees, cost of production, stamp tax and any other taxes and charges.  If the Pledgee pays the relevant taxes in accordance with applicable law, the Pledgors shall fully reimburse the Pledgee of such taxes.

出质人将负责与该协议相关的所有费用，包括但不限于：法律费用、制作成本、印花税及其它税金和花费。如果质权人根据法律支付相关的税金，出质人将全额赔偿质权人该笔税金。

10.2           The Pledgors shall be responsible for all expenses (including, but not limited to, any taxes, application fees, management fees, litigation costs, attorney’s fees, and various insurance premiums in connection with the disposition of the Pledge) incurred by the Pledgee in its recourse to collect from the Pledgors arising from the Pledgors’ failure to pay any relevant taxes and fees.

由于出质人因某种原因没有支付应付的税金、费用而导致质权人寻求追索权而引起的费用由出质人承担（包括但不限于与处理质押有关的税金、申请费、管理费用、诉讼费、律师费及各种保险费）。

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11. Force Majeure.

不可抗力。

11.1           “Force Majeure” shall include, but not be limited, to acts of governments, acts of nature, fire, explosion, typhoon, flood, earthquake, tide, lightning, war, and any unforeseen events beyond a Party’s reasonable control or which cannot be prevented with reasonable care.  However, any shortage of credit, capital or finance shall not be regarded as an event beyond a Party’s reasonable control.  A Party affected by Force Majeure shall promptly notify the other Parties of such event in order to be exempted from such Party’s obligations under this Agreement.

不可抗力，包括但不限于：政府行为、自然力、火灾、爆炸、台风、洪水、地震、涨潮、闪电、战争、各方无法预料并超出合理控制范围或不能因维护得宜而预防的其他事项。但是，任何贷款、资金或融资的短缺不应被视作超出某方合理控Ò 46;范围。受不可抗力影响的一方应立即通知其他方，以获得本协议下相关义务的豁免。

11.2           In the event that the affected Party is delayed or prevented from performing its obligations under this Agreement due to Force Majeure, the affected Party shall not be responsible for any damage caused by the delay or prevention of such performance, as long as such damage is within the scope of such delay or prevention.  The affected Party shall take appropriate means to minimize or remove the effects of Force Majeure and attempt to resume performance of the obligations delayed or prevented by Force Majeure.  When such Force Majeure ceases to exist, both Parties covenant and agree to resume the performance of this Agreement with their best efforts.

如果受影响一方由于不可抗力推迟或被阻碍履行其在协议中的义务，在推迟或阻碍的范围内，受影响方无须对该损失负责。受影响方需采取合适措施来最小化或去除不可抗力的影响，并恢复履行被不可抗力推迟或阻碍的义务。在不可抗力消Ɓ 00;后，双方应尽最大努力恢复履行本协议。

12.           Confidentiality. The Parties hereby acknowledge and agree to ensure the confidentiality of all oral and written materials exchanged relating to this Agreement.  No Party shall disclose any confidential information to any other third party without the other Parties’ prior written approval, unless: (a) such information was in the public domain at the time it was communicated (unless it entered the public domain without the authorization of the disclosing Party); (b) the disclosure was in response to the relevant laws, regulations, or stock exchange rules; or (c) the disclosure was required by any of the Party’s legal counsel or financial consultant for the purpose of the transaction underlying this Agreement.  However, such legal counsel and/or financial consultant shall also comply with the confidentiality as stated hereof.  The disclosure of confidential information by employees or agents of the disclosing Party is deemed to be an act of the disclosing Party, and such disclosing Party shall bear all liabilities for any breach of confidentiality.

保密条款。各方承认并同意保证与此文件相关的所有口头或书面往来资料的保密性。未经其他方的预先书面允许，任何一方不得向第三方提供保密信息 。但下述除外：a. 提供时已为公众获悉（除非该信息未经披露方授权即向公众披露）；b.或依法律、法规股票、证券交易市场规则披露的信息；c.基于本协议载明交易之目的，依各方的法律顾问或财务顾问要求向其披露的信息。但是，该法律顾问或财务顾问也应当遵守此节提出的保密要求。任何一方的员工或者 0195;理人披露保密信息行为应被视为该方的行为，并且该方应承担违反保密义务的责任。

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13. Dispute Resolution.

争议的解决。

13.1           This Agreement shall be governed by and construed in accordance with the laws of the PRC.

本协议的应适用中华人民共和国的法律和依此解释。

13.2           The Parties shall strive to resolve any disputes arising from the interpretation or performance of this Agreement through amicable negotiations.  If a dispute cannot be settled, any Party may submit such dispute to China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration.  The arbitration shall abide by the then current rules of CIETAC, and the arbitration proceedings shall be conducted in Shanghai, China in Chinese.  The decision of CIETA shall be final and binding upon the parties.

各方应当友好磋商解决对本协议的解释和履行所引发的争议。如果通过协商，争议仍不能解决，各方可以将此争议提交中国国际经济贸易仲裁委员会根据那时有效的该会规则进行仲裁。仲裁应在上海进行，所有程序以中文进行。仲裁结果是ń 56;局的，并对于各方有约束力。

14.           Notices. Any notice given by the parties hereto for the purpose of performing the rights and obligations hereunder shall be in writing.  If such notice is delivered by messenger, the time of receipt is the time when such notice is received by the addressee; if such notice is transmitted by facsimile, the time of receipt is the time when such notice is transmitted.  If the notice does not reach the addressee by the end of the business day, the following business day shall be the date of receipt.  The place of delivery is the Party’s address as set forth in the signature pages hereto or the address advised in writing including via facsimile.

通知。任何一方发出的、为本协议项下行使权利和履行义务之目的的通知应当为书面形式。当上述通知以专人送交时，通知送达时间为通知实际到达被通知人的时间；当通知以传真形式传送，通知送达时间为接受传送时间。假如通知没在工Ë 16;日送达被通知人，该日的下一个工作日应视为送达日，递送地址为各方签字页上的地址，或是以传真等方式书面告知的地址。

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15.           Entire Contract. The Parties agree that this Agreement constitutes the entire agreement of the Parties upon its effectiveness and supersedes all prior oral and/or written agreements and understandings relating to this Agreement.

协议的完整性。各方承认本协议一经生效即构成各方之间的完整协议，并取代任何先前和同时期所有的口头和/或书面协议及谅解。

16.           Severability.  If any provision or provisions of this Agreement shall be held by a proper authority to be invalid, illegal, unenforceable or in conflict with the laws and regulations of the PRC, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

协议的可分性。如果本协议中某些规定经恰当的权威机关认定无效、非法、不可执行或与中国法律法规冲突，该无效条款不应影响或削弱其他条款的有效性、合法性和可执行性。

17.           Appendices.  The appendices to this Agreement are incorporated into and are a part of this Agreement.

附录。该协议的附录构成协议的完整和必要部分。

18.           Amendment or Supplement.

改正和补充。

18.1           The Parties may amend this Agreement in writing, provided that such amendment shall be duly executed and signed by the Pledgee, the Xi’an Orient , and such Pledgors collectively holding a majority of the Equity Interests, and such amendment shall thereupon become a part of this Agreement and shall have the same legal effect as this Agreement.

各方可用书面方式修改和补充本协议，修正应经质权人、西安东方以及合计持有多数股权的出质人适当签署。此等修正将成为本协议的一部分，并与本协议具有相同的法律效力。

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18.2           This Agreement and any amendments, modification, supplements, additions or changes hereto shall be in writing and come into effect upon being executed and stamped by the parties hereto. The registration of the Pledge under section 4 will not affect the validity and enforcement of this Agreement.

协议和任何改正、修改、补充、附加及改变均应以书面方式，自各方签署并盖章之日起生效。第4条规定之质押登记不影响本协议的生效和执行。

19.           Language and Copies of the Agreement.  This Agreement shall be executed in English in four (4) original copies.  Each Party shall receive one (1) original copy, all of which shall be equally valid and enforceable.

语言和协议的份数。本协议由英语制作四份。各方持有一份，每份具有相同的法律效力。

 [SIGNATURE PAGE FOLLOWS]

[以下是签字页]

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[SIGNATURE PAGE]

签字页

IN WITNESS WHEREOF this Agreement is duly executed by each Party or its legal representatives as of the date first set forth above.

兹证明，本协议由各方或者各方的法定代表人在首页所述日期签订。

PLEDGEE: Orient New Energy (Xi’an) Co., Ltd

质权人： 东方新能源（西安）有限公司

Legal/Authorized Representative: /s/ YAO Anping

法定代表人/或被授权人(签字)

Name: YAO Anping

姓名:姚安平

Title: Legal Representative

职务: 法定代表人

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PLEDGOR SIGNATURE PAGE

出质人签字

PLEDGORS:

出质人

/s/ YAO Anping

姚安平

YAO Anping

ID Card No.: _______________

身份证号：_______________

Owns 92.0% of Xi’an Orient

持有西安东方股权92.0%

/s/ TIAN Songling

田松岭

TIAN Songling

ID Card No.: _______________

身份证号：_______________

Owns 3.0% of Xi’an Orient

持有西安东方股权3.0%

(Seal)

西安海洋石化工程建设有限公司

Xi’an Sea Petroleum & Chemical Co., Ltd

Owns 5.0% of Xi’an Orient

持有西安东方股权5.0%

Equity Pledge Agreement

-18-

ACKNOWLEDGED BY:

认知:

Xi’an Orient Petroleum Group Co., Ltd. 西安东方石油集团有限公司
Legal/Authorized Representative:	/s/ YAO Anping
法定代表人/或被授权人（签字）
Name: YAO Anping 姓名: 姚安平
Title: Legal Representative 职务: 法定代表人

Equity Pledge Agreement

-19-

Appendix 1

附　录　１

RESOLUTIONS OF THE SHAREHOLDERS

OF

Xi’an Orient Petroleum Group CO., LTD.

西安东方石油集团有限公司

股东会决议

WHEREAS, Xi’an Orient Petroleum Group Co., Ltd. (“Xi’an Orient ”)has entered into a Consulting Services Agreement with Orient New Energy (Xi’an) Co., Ltd., a wholly foreign-owned enterprise under laws of China (the “WFOE”), pursuant to which the Xi’an Orient  is obligated to pay certain fees in exchange for WFOE’s consultation and related services;

鉴于：西安东方石油集团有限公司（“西安东方”）, 与东方新能源（西安）有限公司（“外资公司”）签署《咨询服务协议》。基于此协议，外资公司为西安东方石油集团提供咨询以及其他相关服务，& #20844;司应对此支付费用。

WHEREAS, the undersigned shareholders of the Xi’an Orient  (the “Shareholders”) collectively hold 100% of the issued and outstanding equity interests of the Xi’an Orient  (the “Equity Interest”), and have been requested by the Xi’an Orient  to pledge the Equity Interest to WFOE pursuant to an Equity Pledge Agreement in order to secure the Xi’an Orient ’s payment obligations under the Consulting Services Agreement; and

鉴于：签字股东（“股东”）合计持有100%西安东方已发行股权（“股权”），西安东方要求股东根据《股权质押协议》将股权质押给外资公司，以此作为咨询服务合同下西安东方支付义务的担保；并且

WHEREAS, it is in the best interest of the Xi’an Orient  and the Shareholders to enter into the Pledge Agreement;

鉴于：股东签署该《股权质押协议》是基于西安东方和其股东的最大利益。

RESOLVED, that the Shareholders shall pledge the Equity Interest to WFOE pursuant to the Equity Pledge Agreement, the terms and conditions of which are hereby approved.

决议：股东同意按《股权质押协议》的规定，将股权质押给外资公司，谨此批准该协议的条款和条件。

[SIGNATURE PAGE FOLLOWS]

[以下是签字页]

Equity Pledge Agreement

-20-

These resolutions were executed and submitted on August 9, 2010 by the undersigned shareholders:

本决议由下述股东于2010年8月9日制作并提交：

SHAREHOLDERS:

股东

/s/ YAO Anping

姚安平

YAO Anping

ID Card No.: __________________

身份证号：__________________

Owns 92.0% of Xi’an Orient

持有西安东方股权92.0%

/s/ TIAN Songling

田松岭

TIAN Songling

ID Card No.: __________________

身份证号：__________________

Owns 3.0% of Xi’an Orient

持有西安东方股权3.0%

(Seal)

西安海洋石化工程建设有限公司

Xi’an Sea Petroleum & Chemical Co., Ltd

Owns 5.0% of Xi’an Orient

持有西安东方股权5.0%

Equity Pledge Agreement

-21-

EX-99.6

Exhibit 99.6

OPTION AGREEMENT

选择权协议

This Option Agreement (this “Agreement”) is dated August 9, 2010, and is entered into in Xi’an City, Shaanxi Province, People’s Republic of China (“PRC” or “China”) by and among Orient New Energy (Xi’an) Co., Ltd. (“Party A”) and Xi’an Orient Petroleum Group Co., Ltd. (“Xi’an Orient ” or “Party B”), and the shareholders holding 100% of the issued and outstanding equity interests of Party B (the “Shareholders of Party B” or “Party C”).  Party A, Party B, and Party C are each referred to in this Agreement as a “Party” and collectively as the “Parties.”

.

本《选择权协议》（“本协议”）由东方新能源（西安）有限公司（“甲方”）；西安东方石油集团有限公司(“西安东方”或“乙方”）；以及拥有乙方100%已发行的& #32929;权的股东（“乙方股东”或“丙方”）协商一致，于2010年8月9日在中国陕西省西安市签订。甲方，乙方和丙方总称为“各方”。

RECITALS

说明

1.              Party A, a company incorporated in the PRC as a foreign investment enterprise, specializes in the research and development of chemicals and consulting service, and Xi’an Orient  is engaged in the wholesale of gas, coal oil, diesel oil; the sale and wholesale of lubricating oil, residual oil, fuel oil, naphtha, paraffin wax, asphaltum and wax-bearing oil; and the sale and wholesale of chemicals (excluding inflammable, explosive, hazardous chemicals) and petroleum special equipment. (collectively the “Business”).Party A and Xi’an Orient  have entered into a certain Consulting Services Agreement dated August 9, 2010 (the “Consulting Services Agreement”) in connection with the Business.

甲方为根据中国法成立的外商独资企业，专业开展化学制品研发和咨询业务，同时乙方主要从事汽油、煤油、柴油的批发；润滑油、渣油、燃料油、石脑油、石蜡、沥青、蜡油的批发、零售；化工原料（不含易燃易爆危险品和专营）、石油&# 19987;用设备和器材的批发、零售业务（总称为“业务”）。甲方与乙方在2010年8月9日签订了有关业务的《咨询服务协议》（“服务协议”）。

2.           The Shareholders are shareholders of Party B, each legally holding such amount of equity interest of the Party B as set forth on the signature page of this Agreement and collectively holding 100% of the issued and outstanding equity interests of Party B (collectively the “Equity Interest”).

股东按照本协议签字页载明的数额合法持乙方的股权，前述股权合计构成乙方的已发行股权的100%（以下统称“股权”）。

3.           The Parties are entering into this Agreement in connection with the Consulting Services Agreement.

与《咨询服务协议》有关，各方签订本协议。

NOW, THEREFORE, the Parties to this Agreement hereby agree as follows:

签订协议各方必须遵守如下条款：

1.           PURCHASE AND SALE OF EQUITY INTEREST (购买和出售股权)

1.1           Grant of Rights. The Shareholders (hereinafter the “Transferors”) hereby collectively and irrevocably grant to Party A or a designee of Party A (the “Designee”) an option to purchase at any time, to the extent permitted under PRC Law, all or a portion of the Equity Interest in accordance with such procedures as determined by Party A, at the price specified in Section 1.3 of this Agreement (the “Option”).  No Option shall be granted to any party other than to Party A and/or a Designee.  Party B hereby agrees to Party C’s grant of the Option to Party A and/or the Designee.  As used herein, Designee may be an individual person, a corporation, a joint venture, a partnership, an enterprise, a trust or an unincorporated organization.

授权。各股东（以下称“转让方”）在此共同并不可撤销地授予甲方或者甲方指定人员（“被指定人”）购买选择权。该选择权行使人可随时在中国法律允许的范围内根据甲方制订的步骤和本协议1.3条中规定的 价格购买部分或全部的股权（“选择权”）。除甲方和甲方指定的人员之外，该选择权不准授予第三方。乙方同意将丙方的选择权授予甲方或甲方指定的人员。在该条款中的被指定人可以是自然人、公司、合资企业、合伙企业、企业、信托基金或者其他非公司组织。

Option Agreement

-2-

1.2           Exercise of Rights.  According with the requirements of applicable PRC laws and regulations, Party A and/or the Designee may exercise the Option at any time by issuing a written notice (the “Notice”) to one or more of the Transferors and specifying the amount of the Equity Interest to be purchased from such Transferor(s) and the manner of purchase.

权利的行使。根据可适用的中华人民共和国法律法规规定，甲方或被指定人可以随时通过向一个或一个以上转让方发布一个书面的通知（“通知”）并且指明从转让方所购入的股权数量和购买方式来行使该选择权。

1.3           Purchase Price.

购买价格

1.3.1        The purchase price of the Equity Interest pursuant to an exercise of the Option shall be equal to the original paid-in price of the Transferors, adjusted pro rata for purchase of less than all of the Equity Interest, unless applicable PRC laws and regulations require an appraisal of the Equity Interest or stipulate other restrictions regarding the purchase price of the Equity Interest.

在甲方行使选择权时，已购股权的购买价格必须等于原先转让方购买股权的价格，购入部分股权时价格按比例调整，除非适用的中华人民共和国法律法规要求评估股权价格或者规定对股权购买价格的限制。

1.3.2        If the applicable PRC laws and regulations require an appraisal of the Equity Interest or stipulate other restrictions regarding the purchase price of the Equity Interest at the time Party A exercises the Option, the Parties agree that the purchase price shall be set at the lowest price permissible under the applicable laws and regulations.

如果适用的中华人民共和国法律法规在甲方履行选择权时要求评估股权价格或者规定对股权购买价格的其他限制，各方同意购买价格设定为所适用法律法规可允许的最低价格。

Option Agreement

-3-

1.4           Transfer of Equity Interest.  Upon each exercise of the Option under this Agreement:

股权的转让。在本协议范围内每次行使该选择权时：

1.4.1        The Transferors shall hold or cause to be held a meeting of shareholders of Party B in order to adopt such resolutions as necessary in order to approve the transfer of the relevant Equity Interest (such Equity Interest hereinafter the “Purchased Equity Interest”) to Party A and/or the Designee;

转让方应召开或促使召开乙方股东会议，批准转让相应股权给甲方或被指定人的决议（该股权以下称“已购股权”）。

1.4.2        The relevant Parties shall enter into an Equity Interest Purchase Agreement in a form reasonably acceptable to Party A, setting forth the terms and conditions for the sale and transfer of the Purchased Equity Interest;

相关各方应在甲方可接受的合理形式下签订《股权购买协议》，约定买卖已购股权的各个条款和条件;

1.4.3        The relevant Parties shall execute, without any security interest, all other requisite contracts, agreements or documents, obtain all requisite approval and consent of the government, conduct all necessary actions, transfer the valid ownership of the Purchased Equity Interest to Party A and/or the Designee, and cause Party A and/or the Designee to be the registered owner of the Purchased Equity Interest.  As used herein, “security interest” means any mortgage, pledge, the right or interest of the third party, any purchase right of equity interest, right of acquisition, right of first refusal, right of set-off, ownership detainment or other security arrangements; however, such term shall not include any security interest created under that certain Equity Pledge Agreement dated as of August 9, 2010 by and among the Parties (the “Pledge Agreement”).

相关各方必须在没有任何担保权益的情况下履行其余全部必备的合同、协议或者文件，获得所有政府批文，采取所有必要行动，向甲方或甲方指定的人员出让有效已购股权，促成甲方或被指定人成为已购股权的登记拥有者。在& #35813;条款中，“担保权益”指的是抵押、质押、第三方的权利或利益，任何购买股权的权利，收购权，优先取舍权，抵销权，所有权保留或者其他担保安排，但是，不包括任何在2010年8月9日签订的《股权质押协议》（“质押协议”）下所产ī 83;的担保权益。

Option Agreement

-4-

1.5           Payment.  Payment of the purchase price shall be determined through negotiation between the Transferors and Party A in accordance with the applicable laws at the time of the exercise of the Option.

支付方式。股权购买支付方式必须由转让方和甲方根据所适用的法律在行使选择权时协商决定。

2.           REPRESENTATIONS RELATING TO EQUITY INTEREST (与股权相关的陈述)

2.1           Party B’s Representations.  Party B hereby represents and warrants:

乙方的陈述。乙方在此做出以下陈述和保证：

2.1.1        Without Party A’s prior written consent, Party B’s Articles of Association shall not be supplemented, changed or renewed in any way, Party B’s registered capital of shall not be increased or decreased, and the structure of Party B’s registered capital shall not be changed in any form;

未经甲方事先书面同意，不能以任何形式补充、更改或更新乙方公司章程，增加或减少乙方的注册资本或者以任何形式更改乙方注册资本的结构;

2.1.2        To maintain the corporate existence of Party B and to prudently and effectively operate the Business according with customary fiduciary standards applicable to managers with respect to corporations and their shareholders;

根据适用于公司经理对公司与股东的客户受托信义标准维持公司的生存，谨慎有效地开展业务；

Option Agreement

-5-

2.1.3        Upon the execution of this Agreement, to not sell, transfer, mortgage or dispose, in any other form, any asset, legitimate or beneficial interest of business or income, or encumber or approve any encumbrance or imposition of any security interest on Party B’s assets without Party A’s prior written consent;

未经甲方事先书面同意，在签署本协议后不能以任何形式出售、转让、抵押或处理任何资产、合法的或受益的商业利益或收入，在乙方资产上设置权利负担、批准设置权利负担或设立任何担保权益；

2.1.4        To not issue or provide any guarantee or permit the existence of any debt without Party A’s prior written consent, other than (i) such debt that may arise from Party B’s ordinary course of business (excepting a loan); and (ii) such debt which has been disclosed to Party A;

未经甲方事先的书面同意，不引起任何债务或提供任何担保，除了(I)乙方日常业务中非借贷引起的债务；和(II) 已告知甲方的债务;

2.1.5        To operate and conduct all business operations in the ordinary course of business, without damaging the Business or the value of Party B’s assets;

正常地运作所有业务，不损害乙方业务或资产价值;

2.1.6        To not enter into any material agreements without Party A’s prior written consent, other than agreements entered into in the ordinary course of business (for purpose of this paragraph, if any agreement for an amount in excess of One Hundred Thousand Renminbi (RMB 100,000) shall be deemed a material agreement);

未经甲方事先书面同意，不签订任何重大协议，但日常业务除外（本条款中，如果协议金额超过100,000人民币，该协议被视为重大协议）;

2.1.7        To not provide loan or credit to any other party or organization without Party A’s prior written consent;

未经甲方事先书面同意，不向他人或组织提供任何贷款或信用安排;

Option Agreement

-6-

2.1.8        To provide to Party A all relevant documents relating to the Business and its operations and finance at the request of Party A;

根据甲方要求，向甲方提供所有业务和财务相关材料;

2.1.9        To purchase and maintain general business insurance of the type and amount comparable to those held by companies in the same industry, with similar business operations and assets as Party B, from an insurance company approved by Party A;

购买并维持甲方认可的保险公司所提供的保险，保险金额和种类必须与同行业经营相同业务以及资产与乙方相当的公司所持有的保险相同;

2.1.10       To not enter into any merger, cooperation, acquisition or investment without Party A’s prior written consent;

未经甲方事先书面同意，不进行任何合并、合作、收购或投资;

2.1.11       To notify Party A of the occurrence or the potential occurrence of litigation, arbitration or administrative procedure relating to Party B’s assets, business operations and/or income;

向甲方通告已发生或可能发生的与乙方资产、业务和收入相关的诉讼、仲裁或行政程序;

2.1.12       In order to guarantee the ownership of Party B’s assets, to execute all requisite or relevant documents, take all requisite or relevant actions, and make and pursue all relevant claims;

签署所有适当必要的文件，采取所有必要的或相关的措施，提出所有适当的索赔，来保障乙方所持资产的所有权;

2.1.13       To not assign the Equity Interest in any form without Party A’s prior written notice; however, Party B shall distribute dividends to the Shareholders upon the request of Party A; and

未经甲方事先书面允许，不以任何形式派发股权；但是，乙方必须在甲方的要求下将股息分配给股东；与

Option Agreement

-7-

2.1.14       In accordance with Party A’s request, to appoint any person designated by Party A to a management position for Party B.

根据甲方的要求，指派甲方指定的人员担任乙方管理职位。

2.2           Transferors’ Representations.  The Transferors hereby represent and warrant:

转让方的陈述。转让方在此做出如下陈述和保证：

2.2.1        Without Party A’s prior written consent, upon the execution of this Agreement, to not sell, transfer, mortgage or dispose in any other form any legitimate or beneficial interest of the Equity Interest, or to approve any security interest, except as created pursuant to the Pledge Agreement;

未经甲方事先书面同意，在签订本该协议后，不得出售、转让、抵押或或以任何其他形式处置任何合法的或受益的股权利益，也不得允许担保权益。《股权质押协议》设定的除外；

2.2.2        Without Party A’s prior written notice, to not adopt or support or execute any shareholders resolution at any meeting of the shareholders of Party B that seeks to approve any sale, transfer, mortgage or disposal of any legitimate or beneficial interest of the Equity Interest, or to allow any attachment of security interests, except as created pursuant to the Pledge Agreement;

未经甲方事先书面通知，不得通过、支持或签署任何乙方股东会议所做出的企图批准出售、转让、抵押或处置任何合法的或受益的股权利益，或是允许附加担保权益的股东决议，但根据《股权质押协议》设定的除外；

Option Agreement

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2.2.3        Without Party A’s prior written notice, to not agree or support or execute any shareholders resolution at any meeting of the shareholders of Party B that seeks to approve Party B’s merger, cooperation, acquisition or investment;

未经甲方事先书面同意，不得同意、支持或签署在乙方股东会议做出的，企图批准乙方合并、合作、收购或投资的决议；

2.2.4        To notify Party A the occurrence or the potential occurrence of any litigation, arbitration or administrative procedure relevant to the Equity Interest;

向甲方通告与股权有关的已发生或可能发生的诉讼、仲裁或行政程序；

2.2.5        To cause Party B’s Board of Directors to approve the transfer of the Purchased Equity Interest pursuant to this Agreement;

促使乙方董事会根据本协议允许已购股权的转让；

2.2.6        In order to maintain the ownership of Equity Interest, to execute all requisite or relevant documents, conduct all requisite or relevant actions, and make all requisite or relevant claims, or make requisite or relevant defense against all claims of compensation;

签署所有必要的或相关的文件，采取所有必要的或相关的措施，提出所有必要的或相关的索赔或对他方索赔提出必要的或相关的抗辩，以保障所拥有的股权；

2.2.7        Upon the request of Party A, to appoint any person designated by Party A to be a director of Party B; and

根据甲方的要求，指派甲方指定的人员担任乙方董事；与

2.2.8        To prudently comply with the provisions of this Agreement and any other agreements entered into with Party A and Party B in connection therewith, and to perform all obligations under all such agreements, without taking any action or nonfeasance that may affect the validity and enforceability of such agreements.

切实遵守本协议以及其他与甲乙方达成的相关协议，履行这些协议规定的义务，不得懈怠执行或采取任何可能影响这些协议有效性和可执行性的行为。

Option Agreement

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3.           Representations and Warranties.  As of the execution date of this Agreement and on each transfer of Purchased Equity Interest pursuant to an exercise of the Option, Party B and the Transferors hereby represent and warrant as follows:

陈述和保证。在本协议签署之日并对每次依选择权行权而转让已购股权，乙方和转让方作如下陈述和保证：

3.1           Such Parties shall have the power and ability to enter into and deliver this Agreement and to perform their respective obligations thereunder, and at each transfer of Purchased Equity Interest, the relevant Equity Interest Purchase Agreement and to perform their obligations thereunder.  Upon execution, this Agreement and each Equity Interest Purchase Agreement will constitute legal, valid and binding obligations and be fully enforceable in accordance with their terms;

本方有权利和能力签订和交付本协议，履行本协议和每次转让已购股权时《股权购买协议》所规定的的义务。一经签署，本协议和每个《股权购买协议》将依其相关条款构成合法、有效、有约束力和可执行的义务;

3.2           The execution and performance of this Agreement and any Equity Interest Purchase Agreement shall not: (i) violate any relevant laws and regulations of the PRC; (ii) conflict with the Articles of Association or other organizational documents of Party B; (iii) cause to breach any agreements or instruments or having binding obligation on it, or constitute a breach under any agreements or instruments or having binding obligation on it; (iv) breach relevant authorization of any consent or approval and/or any effective conditions; or (v) cause any authorized consent or approval to be suspended, removed, or cause other added conditions;

签署和履行本协议和《股权购买协议》不会：(1) 违反任何中华人民共和国的法律、法规；(2) 与乙方公司章程或其他组织文件相冲突；(3) 致使或造成其违反相关协议或文件或产生约束义务；(4) 违反任何同意或批准的授权和/或危害其持续有效的条件；(5) 导致任何同意或批准被中止、取消，或者产生附加条件;

Option Agreement

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3.3           The Equity Interest is transferable in whole and in part, and neither Party B nor the Transferors has permitted or caused any security interest to be imposed upon the Equity Interest other than pursuant to the Pledge Agreement;

股权可部分或全部转让，但乙方或转让方不得将担保权益加于股权上，《质押协议》项下规定的情形除外;

3.4           Party B does not have any unpaid debt, other than (i) such debt that may arise during the ordinary course of business; and (ii) debt either disclosed to Party A or incurred pursuant to Party A’s written consent;

乙方没有任何未了债务，除了（1）由正常业务产生的债务；和（2）已告知甲方的债务或经甲方书面允诺而导致的债务;

3.5           Party B has complied with all applicable PRC laws and regulations in connection with this Agreement;

乙方已遵守所有与本协议相关的可适用的中国法律法规;

3.6           There are no pending or ongoing litigation, arbitration or administrative procedures with respect Party B, its assets or the Equity Interests, and Party B and the Transferors have no knowledge of any pending or threatened claims to the best of their knowledge; and

不存在任何与乙方、乙方资产或股权相关的未决或正在进行的诉讼、仲裁或行政程序。就乙方和转让方尽力了解，没有未决或有威胁的索赔情况存在; 以及

3.7           The Transferors own the Equity Interest free and clear of encumbrances of any kind, other than the security interest pursuant to the Pledge Agreement.

转让人所持有的股权上没有任何权利负担，《质押协议》项下的担保权益除外。

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4.           ASSIGNMENT OF AGREEMENT (协议的转让)

4.1           Party B and the Transferors shall not transfer their rights and obligations under this Agreement to any third party without Party A’s prior written consent.

未经甲方事先书面允许，乙方和转让方不得向第三方转让他们在本协议项下的权利和义务。

4.2           Party B and the Transferors hereby agrees that Party A shall be able to transfer all of its rights and obligations under this Agreement to any third party, and such transfer shall only be subject to a written notice of Party A to Party B and the Transferors without any further consent from Party B or the Transferors.

乙方和转让方同意甲方可以向任何第三方转让其在本协议项下的所有权利和义务。但只有当甲方向乙方和转让方做出书面通知后才可转让，不需要乙方或转让方的进一步许可。

5.           EFFECTIVE DATE AND TERM (有效日期和期限)

5.1           This Agreement shall be effective as of the date first set forth above.

此协议有效期自首页载明之日起生效。

5.2           The term of this Agreement is ten (10) years unless it is early terminated in accordance with this Agreement.  This Agreement may be extended by Party A’s written consent prior to the expiration of this Agreement.  The terms of any such extension shall be determined through mutual agreement of the Parties.

除非各方按本协议规定提前终止协议，此协议的期限为十年。在协议到期前，由甲方书面同意可以延长协议期限。延长的条款由各方协商决定。

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5.3           At the end of the term of this Agreement (including any extension thereto), or if earlier terminated pursuant to Section 5.2, the Parties agree that any transfer of rights and obligations pursuant to Section 4.2 shall continue to be in effect.

在本协议有效期（包括延长期）到期或者是根据5.2提前终止时；协议双方同意：根据协议的4.2进行的权利义务转让应当依然有效。

6.           APPLICABLE LAWS AND DISPUTE RESOLUTION (适用法律和争议的解决)

6.1           Applicable Laws.  The execution, validity, interpretation and performance of this Agreement and the dispute resolution under this Agreement shall be governed by the laws of PRC.

适用法律。本协议的签署、效力、解释和履行以及争议的解决均适用中华人民共和国的法律。

6.2           Dispute Resolution.  The Parties shall strive to resolve any disputes arising from the interpretation or performance of this Agreement through amicable negotiations. If such dispute cannot be settled within thirty (30) days, any Party may submit such dispute to China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration.  The arbitration shall abide by the current rules of CIETAC, and the arbitration proceedings shall be conducted in Shanghai, China in Chinese.  The determination of CIETAC shall be final and binding upon the Parties.

争议的解决。各方应当友好磋商解决因本协议的解释和履行所引发的争议。如果争议不能在30天内解决，任何一方可以将此争议提交中国国际经济贸易仲裁委员会（“委员会”）根据其制定的规定进行仲裁。仲 ;裁将在上海进行，所有程序以中文进行。委员会的仲裁决定是终局的，并对协议各方产生约束效力。

7.           Taxes and Expenses.  Each Party shall, according with PRC laws, bear any and all registration taxes, costs and expenses for the transfer of equity arising from the preparation, execution and completion of this Agreement and all Equity Interest Purchase Agreements.

税收和花费。各方应根据中国法律承担因本协议和所有《股权购买协议》的准备、签订和完成而产生的所有注册税，成本以及花费。

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8.           Notices.  Notices or other communications required to be given by any Party pursuant to this Agreement shall be written in English and Chinese and delivered personally or sent by registered mail or prepaid mail or by a recognized courier service or by facsimile transmission to the relevant address of each Party as set forth below or other addresses of the Party as specified by such Party from time to time.  The date when the notice is deemed to be duly served shall be determined as follows: (a) a notice delivered personally is deemed duly served upon the delivery; (b) a notice sent by mail is deemed duly served the tenth (10th) day after the date of the air registered mail with the postage prepaid has been sent out (as is shown on the postmark), or the fourth (4th) day after the delivery by an internationally recognized courier service; and (c) a notice sent by facsimile transmission is deemed duly served upon the receipt time as shown on the transmission confirmation.

通知。任何一方发出的、与此协议相关的通知或信息都应当用中文和英文书写，并以以下方式：专人、使用挂号信件、已付邮资的信件，急件送信服务，传真发送到相关各方的地址、本页下方的地址、各方的其他地址或各方特&# 23450;的其他地址。通知适时送达的日期应当遵循如下原则：（1）个人递送的通知的日期即应在送达之时；（2）用邮件递送的通知的日期在用已付邮资的空运挂号信件送出当天（以邮戳为准）后的第十天，或者用国际公认的急件送信服务机构递送日期后的第& #22235;天；（3）用传真发送的通知的，按传输确认书显示的接收时间。

Party A 甲方:	Orient New Energy (Xi’an) Co., Ltd. 东方新能源（西安）有限公司
	Address: No.J40 Tower, No.1 Enterprise Park, No. 2 West Area Street, New Industrial Park, High-tech District, Xi’an City 地址：西安市高新区新型工业园西部大道2号企业一号公园J40号楼
	Attn: YAO Anping 联系人：姚安平

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Party B: 乙方	Xi’an Orient Petroleum Group Co., Ltd. 西安东方石油集团有限公司
	Address: Rm. 2201 Cuiting Tower, No. 1 Xingqing Road, Xi’an City 地址: 西安市兴庆路1号翠庭大厦2201室
	Attn: YAO Anping 联系人: 姚安平
Party C : 丙方	姚安平 YAO Anping 田松岭 TIAN Songling 西安海洋石化工程建设有限公司 Xi’an Sea Petroleum & Chemical Co., Ltd

9.           Confidentiality.  The Parties acknowledge and confirm that any oral or written information exchanged by the Parties in connection with this Agreement is confidential.  The Parties shall maintain the confidentiality of all such information. Without the written approval by the other Parties, any Party shall not disclose to any third party any confidential information except as follows:

保密条款。各方承认并确认任何与本协议相关的口头或书面信息都是保密的，应当确保所有此类信息的机密性。未经其他方的书面允许，任何一方不得向任何第三方提供机密信息。但下述信息除外：

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(a)           Such information was in the public domain at the time it was communicated;

提供时已被公众获悉的信息；

(b)           Such information is required to be disclosed pursuant to the applicable laws, regulations, policies relating to the stock exchange; or

应股票交易市场相关的法律、制度、规则之要求而披露的信息；

(c)           Such information is required to be disclosed to a Party’s legal counsel or financial consultant, provided however, such legal counsel and/or financial consultant shall also comply with the confidentiality as stated hereof.  The disclosure of confidential information by employees or agents of the disclosing Party is deemed to be an act of the disclosing Party, and such Party shall be responsible for all breach of confidentiality arising from such disclosure.  This provision shall survive even if certain clauses of this Agreement are subsequently amended, revoked, terminated or determined to be invalid or unable to implement for any reason.

应该透露给各方法律顾问或财务顾问的信息，但该法律顾问或财务顾问应当同样遵守此节提出的保密要求。任何一方的员工或者代理人披露保密信息的行为应被视为该方的行为，并且该方将承担相应的违反保密义务的责任。本&# 21327;议中的任何条款基于任何原因修改、废除、终止，或被认为无效或不能执行时，本条款始终有效。

10.           Further Warranties.  The Parties agree to promptly execute such documents as required to perform the provisions of this Agreement, and to take such actions as may be reasonably required to perform the provisions of this Agreement.

进一步保证。各方同意为本协议条款之履行而签署必要的文件并采取合理的行动。

11.           MISCELLANEOUS (其他条款)

11.1           Amendment, Modification and Supplement.  Any amendments and supplements to this Agreement shall only take effect if executed by both Parties in writing.

协议的改善、修正和补充。任何对协议的改善和补充必须由各方书面签订才能生效。

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11.2           Entire Agreement.  Notwithstanding Article 5 of this Agreement, the Parties acknowledge that this Agreement constitutes the entire agreement of the Parties with respect to the subject matters therein and supercede and replace all prior or contemporaneous agreements and understandings, whether oral or in writing.

协议的完整性。尽管有本协议第5款的规定，各方承认本协议构成了各方关于协议所述问题的完整协议。本协议取代任何先前和同时期所有的口头或书面的协议或谅解。

11.3           Severability.  If any provision of this Agreement is deemed invalid or non-enforceable according with relevant laws, such provision shall be deemed invalid only within the applicable laws and regulations of the PRC, and the validity, legality and enforceability of the other provisions hereof shall not be affected or impaired in any way.  The Parties shall, through reasonable negotiation, replace such invalid, illegal or non-enforceable provisions with valid provisions in order to bring similar economic effects of those invalid, illegal or non-enforceable provisions.

协议的可分性。如果根据相关法律本协议的任何规定无效或者不可执行，则该规定只有在适用的中华人民共和国法律和法规范围内无效，但是其他条款的有效性、合法性和可执行性不会受到任何影响和削弱。各方需通过合理的&# 21327;商，通过使用产生相同经济效益的其他有效规定来取代这些无效、不合法或不可实施的规定。

11.4           Headings.  The headings contained in this Agreement are for reference only and shall not affect the interpretation and explanation of the provisions in this Agreement.

标题。此协议所含的标题仅供参考的方便，不会影响协议中条款的阐述、解释。

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11.5           Language and Copies.  This Agreement shall be executed in English in four (8) duplicate originals. Each Party shall hold one (1) original, each of which shall have the same legal effect.

语言和份数。此协议以英文签署，一式八份，各方各执一份，具同等法律效力。

11.6           Successor.  This Agreement shall be binding on the successors of each Party and the transferee allowed by each Party.

承继。此协议将约束各方的承继人和各方认可的受让方。

11.7           Survival.  Each Party shall continue to perform its obligations notwithstanding the expiration or termination of this Agreement.  Article 6, Article 8, Article 9 and Section 11.7 hereof shall continue to be in full force and effect after the termination of this Agreement.

仍然有效。不论本协议的到期或终止事项，各方应当继续履行义务。在本协议终止后，第6、8、9节和11.7条款仍然有效。

11.8           Waiver.  Any Party may waive the terms and conditions of this Agreement in writing with the written approval of all the Parties.  Under certain circumstances, any waiver by a Party to the breach of other Parties shall not be construed as a waiver of any other breach by any other Parties under similar circumstances.

弃权。各方书面同意后，一方可以放弃协议规定的条款。某种情况下当事人一方对其他方违约的弃权，不能视作对其他方在相似情况下违约的弃权。

[SIGNATURE PAGE FOLLOWS]

[以下是签字页]

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[SIGNATURE PAGE]

[签字页]

IN WITNESS WHEREOF this Agreement is duly executed by each Party or its legal representatives.

兹证明，本协议由各方或者各方的法定代表人签订。

PARTY A: Orient New Energy (Xi’an)Co., Ltd.

甲方： 东方新能源（西安）有限公司

Legal/Authorized Representative: /s/ YAO Anping

法定代表人/或被授权人(签字)

Name: YAO Anping

姓名:姚安平

Title: Legal Representative

职务: 法定代表人

PARTY B: Xi’an Orient Petroleum Group Co., Ltd.

乙方： 西安东方石油集团有限公司

Legal/Authorized Representative: /s/ YAO Anping

法定代表人/或被授权人（签字）

Name: YAO Anping

姓名:姚安平

Title: Legal Representative

职务: 法定代表人

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SIGNATURE PAGE FOR SHAREHOLDERS OF PARTY B

乙方股东签字页

Shareholders ofXi’an Orient Petroleum Group

西安东方石油集团有限公司的股东:

/s/ YAO Anping

姚安平

YAO Anping

ID Card No.: _________________

身份证号：_________________

Owns 92.0% of Xi’an Orient

持有西安东方股权92.0%

/s/ TIAN Songling

田松岭

TIAN Songling

ID Card No.: _________________

身份证号：_________________

Owns 3.0% of Xi’an Orient

持有西安东方股权3.0%

(Seal)

西安海洋石化工程建设有限公司

Xi’an Sea Petroleum & Chemical Co., Ltd

Owns 5.0% of Xi’an Orient

持有西安东方股权5.0%

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EX-99.7

Exhibit 99.7

VOTING RIGHTS PROXY AGREEMENT

投票权代理协议

This Voting Rights Proxy Agreement (the “Agreement”) is entered into in Huainan City, Shaanxi Province, People’s Republic of China (“PRC” or “China”) as of August 9, 2010 by and among Orient New Energy (Xi’an) Co., Ltd. (“Party A”) and the undersigned shareholders (the “Shareholders”) of Xi’an Orient Petroleum Group Co., Ltd. (“Xi’an Orient”).  Party A and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties”. Xi’an Orient is made a party to this Agreement for the purpose of acknowledging the Agreement.

本《投票权代理协议》（“本协议”）于2010年8月9日在中华人民共和国（“PRC”或“中国”）陕西省西安市，由东方新能源（西安）有限公司（“甲方”）以及以下签字的西安东方石油集团有限公司（“西安东方”）的股东（“股东”）签署。甲ਬ 1;和股东总称为“各方”。西安东方以下签字是为认可本协议。

RECITALS

陈述

1.           Party A, a company incorporated in the PRC as a foreign investment enterprise, specializes in the research and development of chemicals and consulting service, and Xi’an Orient is engaged in the wholesale of gas, coal oil, diesel oil; the sale and wholesale of lubricating oil, residual oil, fuel oil, naphtha, paraffin wax, asphaltum and wax-bearing oil; and the sale and wholesale of chemicals (excluding inflammable, explosive, hazardous chemicals) and petroleum special equipment. (collectively the “Business”). Party A and Xi’an Orient have entered into a certain Consulting Services Agreement dated August 9, 2010 (the “Consulting Services Agreement”) in connection with the Business.

甲方为根据中国法成立的外商独资企业，专业开展化学制品研发和咨询业务，同时乙方主要从事汽油、煤油、柴油的批发；润滑油、渣油、燃料油、石脑油、石蜡、沥青、蜡油的批发、零售；化工原料（不含易燃易爆危险品和专营）、石油ߎ 7;用设备和器材的批发、零售业务（总称为“业务”）。甲方与乙方在2010年8月9日签订了有关业务的《咨询服务协议》（“服务协议”）。

2．           The Shareholders are shareholders of the Xi’an Orient, each legally holding such amount of equity interest of Xi’an Orient as set forth on the signature page of this Agreement and collectively holding 100% of the issued and outstanding equity interests of the Xi’an Orient (collectively the “Equity Interest”).

股东按照本协议签字页载明的数额合法持西安东方的股权，前述股权合计构成西安东方的已发行股权的100%（以下统称“股权”）。

3.           In connection with the Consulting Services Agreement, the Parties have entered into a certain Operating Agreement dated August 9, 2010, pursuant to which the Shareholders now desire to grant to Party A a proxy to vote the Equity Interest for the maximum period of time permitted by law in consideration of Party A’s obligations thereunder.

在签署服务协议时，各方于2010年8月9日签署一份《经营协议》。根据经营协议，股东现在依甲方之义务为对价，在法律允许的最长期限内授予甲方全部股权投票权利。甲方认可并接受该权利。

NOW THEREFORE, the Parties agree as follows:

鉴于此，各方达成如下协议：

1.           The Shareholders hereby agree to irrevocably grant and entrust Party A, for the maximum period of time permitted by law, with all of their voting rights as shareholders of the Xi’an Orient.  Party A shall exercise such rights in accordance with and within the parameters of the laws of the PRC and the Articles of Association of the Xi’an Orient.

股东在此同意不可撤销地许可和授权甲方，在法律允许的最长期限内，行使西安东方股东的投票权。并且甲方应当根据中国法和西安东方的公司章程行使该投票权。

2.           Party A may establish and amend rules to govern how Party A shall exercise the powers granted by the Shareholders herein, including, but not limited to, the number or percentage of directors of Party A which shall be required to authorize the exercise of the voting rights granted by the Shareholders, and Party A shall only proceed in accordance with such rules.

甲方可以设立或修改适用于有关于如何行使股东所赋予的权力的规则。包括但不限于行使投票权授权所需的甲方董事人数或比例。甲方必须仅根据上述规则进行行为。

3.           The Shareholders shall not transfer or cause to be transferred the Equity Interest to any party (other than Party A or such designee of Party A).  Each Shareholder acknowledges that it will continue to perform its obligations under this Agreement even if one or more of other Shareholders no longer hold any part of the Equity Interest.

股东不得转让股权或导致股权转让给除甲方或甲方指定人以外的其他人。每位股东同意：即使任何其他股东不再持有公司的股权的任何部分，其也将继续履行本协议。

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4.           This Proxy Agreement has been duly executed by the Parties as of the date first set forth above, and in the event that a Party is not a natural person, then such Party’s action has been duly authorized by all necessary corporate or other action and executed and delivered by such Party’s duly authorized representatives.  This Agreement shall take effect upon the execution of this Agreement.

本协议由各方于首页载明之日期依法签署，在一方不是自然人的情况下，该协议方的作为已通过必要措施有效授权，并由该协议方的授权代表签署、交付。本协议应在签订时生效。

5.           Each Shareholder represents and warrants to Party A that such Shareholder owns such amount of the Equity Interest as set forth next to its name on the signature page below, free and clear of all liens and encumbrances, and such Shareholder has not granted to any party, other than Party A, a power of attorney or proxy over any of such amount of the Equity Interest or any of such Shareholder’s rights as a shareholder of Xi’an Orient.  Each Shareholder further represents and warrants that the execution and delivery of this Agreement by such Shareholder shall not violate any law, regulations, judicial or administrative order, arbitration award, agreement, contract or covenant applicable to such Shareholder.

每位股东向甲方陈述和保证：该股东拥有所有在签字页姓名以下显示的股权数额，并且没有任何担保和权利负担。该股东未向除甲方以外的任何人授予任何股权和作为西安东方股东的权利的授权书或委托书。每位股东进一步陈述和保证它签&# 32626;或交付本协议不违反适用于股东的法律、法规、司法决定、行政命令、仲裁裁决、合同或契约。

6.           This Agreement may not be terminated without the unanimous consent of all Parties, except that Party A may, by giving a thirty (30) day prior written notice to the Shareholders, terminate this Agreement, with or without cause.

除非甲方因任何原因提前30天书面通知可以终止本协议外，本协议非经各方一致同意不得终止。

7.           Any amendment to and/or rescission of this Agreement shall be in writing by the Parties.

本协议的任何修改和/或解除都必须由协议各方通过书面形式进行。

8.           The execution, validity, creation and performance of this Agreement shall be governed by the laws of PRC.

本协议的签署、效力、成立和履行应当适用中华人民共和国法律。

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9.           This Agreement shall be executed in four (4) duplicate originals in English, and each Party shall receive one (1) duplicate original, each of which shall be equally valid.

本协议用英语签署四份，每一方持有一份，每一份都具有同等效力。

10.           The Parties agree that in the event a dispute shall arise from this Agreement, the Parties shall settle their dispute through amicable negotiations.  If the Parties cannot reach a settlement within 45 days following the negotiations, the dispute shall be submitted to be determined by arbitration through China International Economic and Trade Arbitration Commission (“CIETAC”) Shanghai Branch in accordance with CIETAC arbitration rules.  The determination of CIETAC shall be conclusively binding upon the Parties and shall be enforceable in any court of competent jurisdiction.

如果因本协议产生争议，双方同意通过协商解决。如果双方不能在协商45日后达成一致，应提交中国国际经济贸易仲裁委员会上海分会依据其仲裁规则进行仲裁。仲裁裁决对各方具有最终约束效力，能够在具有管辖权的任Ë 09;法院执行。

[SIGNATURE PAGE FOLLOWS]

[以下是签字页]

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-4-

[SIGNATURE PAGE]

[签字页]

IN WITNESS WHEREOF this Agreement is duly executed by each Party or its legal representatives.

兹证明，本协议由各方或者各方的法定代表人签订。

PARTY A: Orient New Energy (Xi’an)Co., Ltd.

甲方： 新能源（西安）有限公司

Legal/Authorized Representative: /s/ YAO Anping

法定代表人/或被授权人(签字)

Name: YAO Anping

姓名:姚安平

Title: Legal Representative

职务: 法定代表人

Proxy Agreement

-5-

SIGNATURE PAGE FOR SHAREHOLDERS

股东签字页

Shareholders ofXi’an Orient Petroleum Group

西安东方的股东:

/s/ YAO Anping

姚安平

YAO Anping

ID Card No.: __________________

身份证号：__________________

Owns 92.0% of Xi’an Orient

持有西安东方股权92.0%

/s/ TIAN Songling

田松岭

TIAN Songling

ID Card No.: __________________

身份证号：__________________

Owns 3.0% of Xi’an Orient

持有西安东方股权3.0%

(Seal)

西安海洋石化工程建设有限公司

Xi’an Sea Petroleum & Chemical Co., Ltd

Owns 5.0% of Xi’an Orient

持有西安东方股权5.0%

Proxy Agreement

-6-

ACKNOWLEDGED BY:

认可:

Xi’an Orient Petroleum Group Co., Ltd.

西安东方石油集团有限公司

Legal/Authorized Representative: /s/ YAO Anping

法定代表人/或被授权人（签字）

Name: YAO Anping

姓名:姚安平

Title: Legal Representative

职务: 法定代表人

Proxy Agreement

-7-

EX-99.8

Exhibit 99.8

CALL OPTION AGREEMENT

选择权协议

BETWEEN

由

YAO Jia Rosales

AND

与

Individual Listed in Schedule A

附件A所列个人

Date: August 12, 2010

日期：2010年8月12日

THIS CALL OPTION AGREEMENT (this "Agreement") is made on August 12, 2010 by and between YAO Jia Rosales, a Philippine citizen (the "Grantor"), and the individual listed in Schedule A (each a "Grantee" and collectively the “Grantees”).

本选择权协议（“本协议”）由 YAO Jia Rosales（“授予人”）,和附件A所列个人（每一“被授予人”，合称“被授予人”）于2010年8月12日签订。

The Grantor and the Grantees are collectively referred to as the "Parties" and each of them as a "Party".

授予人和被授予人合称“各方”，单独称为“一方”

Whereas, the Grantor owns 100% issued and outstanding shares of Ultimate Sino Holdings Ltd, (the “Company”), a British Virgin Islands company;

鉴于，授予人拥有一家注册在英属维京群岛的 Ultimate Sino Holdings Ltd（“公司”）的100%已发行的股份。

Whereas, the Company is the majority shareholder of Orient New Energy Investments Ltd., a British Virgin Islands company (“BVI Co”), which intends to complete a reverse merger with a U.S. public shell company whose common stock is traded on the OTCBB market (the "Public Company"), as a result of which BVI Co. will be a wholly-owned subsidiary of Public Company and the Company will become a major shareholder of the Public Company (the “Merger”);

鉴于，公司是一家注册在英属维京群岛群岛的东方能源投资有限公司（“BVI公司”）的大股东，东方能源投资有限公司有意与一家在柜台市场交易的美国上市壳公司（“上市公司”）完成一项反向并购。由此，东方能源投资 有限公司将成为上市公司的全资子公司，且公司将成为上市公司的大股东（“合并交易”）。

Whereas, the Grantees will have a substantial role in the growth of business of the Public Company and its subsidiaries, and has agreed to grant to the Grantees, and the Grantees have agreed to accept from the Grantor, an call option (the “Option”) to purchase 100% of issued and outstanding ordinary shares of the Company (the "Option Shares") as set forth in Schedule A to this Agreement.

鉴于，被授予人将在上市公司及其诸子公司之业务增长中承担重要责任，授予人同意授予被授予人，且被授予人同意从公司接受购买公司本协议附件A列出公司100%已发行的普通股（“选择权股份”）的选择& #26435;（“选择权”）。

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

据此，基于前述事实以及各方在本协议项下所做的相互承诺与保证，以及各方在此确认收讫并确认充分的其他良好有价对价，协议各方现达成如下协议，以资信守：

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1. DEFINITIONS

定义

1.1. Defined Terms : In this Agreement (including the Recitals and the Schedules), unless the context otherwise requires, the following words and expressions shall have the following meanings:

定义的术语：本协议（包括鉴于条款及附件）中，除上下文另有所指外，下列词语表达的含义如下：

"Business Day" means a day (other than Saturdays, Sundays and public holidays) on which banks are generally open for business in China;

“工作日”指中国境内银行通常营业日（除周六、周日及公众假日外）；

"China" or "PRC" means the People's Republic of China;

“中国”指中华人民共和国；

"Completion Date" means the date falling seven (7) Business Days after the service of the Exercise Notice by the Grantee on the Grantor;

“交割日”指被授予人向授予人发出行权通知后的七（7）个工作日届满之日；

"Completion" means the completion of the sale to and purchase by the Grantee of the Option Shares under this Agreement;

“交割”指本协议项下选择权股份的买卖完成；

"Distributions" means any cash proceeds arising from or in respect of, or in exchange for, or accruing to or in consequence of the Option Shares from the Effective Date to the Completion Date, including without limitation the Dividends.

“分红”指自生效日始至交割日止，源自、有关于、基于交换、孳息于、或产生于选择权股份的任何现金收益，包括但不限于红利；

"Dividends" means the dividends declared by the Company and accrued in respect of the Option Shares (whether or not such dividends shall have been paid and received by the Grantee);

“红利”指由选择权股份而产生的经公司公告并累计的股息（无论该股息是否已被支付并由被授予人获得）

"Effective Date" means the date of Share Exchange;

“生效日”指换股之日；

"Exercise" means the exercise by a Grantee or his Nominee(s) of the Option pursuant to the terms of this Agreement;

“行权”指由选择权之被授予人或其提名人依本协议条款行权；

"Exercise Notice" means the notice substantially in the form set out in Part I of Schedule B;

“行权通知”指符合附件B第I部分中指明格式之通知；

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"Exercise Price" means the exercise price to be paid by a Grantee (or his Nominee(s), as the case may be) to the Grantor in respect of the Option Shares issued to such Grantee as set forth opposite his name in Schedule A;

“行权价”指就发行给附件A所列该被授予人（或其提名人，依情况而定）的相应选择权股份由被授予人向授予人所支付之行权价格。

"Nominee" means such person nominated by a Grantee in the Transfer Notice to be the transferee of the Option or Option Shares;

“提名人”指由被授予人在转让通知中提名的选择权或选择权股份之受让人；

"Option Effective Date" has the meaning ascribed to it in Clause 2.3;

“选择权生效日”之定义见第2.3条款；

"Performance Target" has the meaning ascribed to it in Clause 3;

“履约目标”之定义见第3条款；

"RMB" means the lawful currency of China;

“人民币”指中国合法流通货币；

“Share Exchange” means the transaction, by means of one or more agreements, among the shareholders of New Energy Investments Ltd, on the one hand and the Public Company, on the other hand, by which the shareholders of New Energy Investments Ltd contributed their shares of stock of New Energy Investments Ltd to the Public Company, and the Public Company issued stock to the shareholders of New Energy Investments Ltd, with the result that New Energy Investments Ltd became a wholly-owned subsidiary of the Public Company and the former shareholders of New Energy Investments Ltd and their designees will be the major shareholders of the Public Company.

“换股”指以New Energy Investments Ltd 公司的股东为一方和以上市公司为另一方的通过一份或多份协议发生的交易，据此New Energy Investments Ltd 公司的股东向上市公司交付他们的New Energy Investments Ltd股份，而上市公司向New Energy Investments Ltd 公司的股东发行股份，以致New Energy Investments Ltd 成为上市公司全资子公司，而前New Energy Investments Ltd 公司的股东及其指定的人将成为上市公司的主要股东。

"Transfer Notice" means the notice substantially in the form set out in Part II of Schedule B;

“转让通知”指符合附件B中指明格式之通知；

"US$" or "United States Dollar" means the lawful currency of the United States of America.

“美元”或“美国元”指美利坚合众国之合法流通货币。

1.2. Interpretation: Except to the extent that the context requires otherwise:

解释：除上下文另有要求外：

1.2.1 words denoting the singular shall include the plural and vice versa; words denoting any gender shall include all genders; words denoting persons shall include firms and corporations and vice versa;

单数词应包括复数含义，反之亦然；带有一种性别含义的词语包括每一性别，指一个人的词语包括公司和法人，反之亦然；

Page 4 of 14

1.2.2 any reference to a statutory provision shall include such provision and any regulations made in pursuance thereof as from time to time modified or re-enacted whether before or after the date of this Agreement and (so far as liability thereunder may exist or can arise) shall include also any past statutory provisions or regulations (as from time to time modified or re-enacted) which such provisions or regulations have directly or indirectly replaced;

所指法律规定应包括其规定和依此制定的规章，以及任何修订、重新制定的内容，不论该修订或重新制定发生于本协议日之前或之后。并且（只要该规定项下之责任可能存在或可以出现）也应包括任何过去的被（修订、重新制定）直接或间接取代的法律规定或规章；

1.2.3 the words "written" and "in writing" include any means of visible reproduction;

词语“书面的”或“以书面形式”，包括可见性重现之任何方式；

1.2.4 any reference to "Clauses", "Recitals" and "Schedules" are to be construed as references to clauses and recitals of, and schedules to, this Agreement; and

引用“条款”、“鉴于条款”及“附件”，应解释为指向本协议之条款、鉴于条款及附件；及

1.2.5 any reference to a time of day is a reference to China time unless provided otherwise.

除上下文另有所指外，时间指中国时间。

1.3. Headings: The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.

标题：本协议标题之加入仅为方便之用且在解释本协议时应予忽略。

2. OPTION

选择权

2.1. Option: The Grantor hereby irrevocably and unconditionally grants to each Grantee an Option for such Grantee to acquire from the Grantor, at the Exercise Price, at any time during the Exercise Period (defined below), to the extent that the Option has vested, any or all of the Option Shares set forth opposite his name in Schedule A hereto, free from all claims, liens, charges, pledges, mortgages, trust, equities and other encumbrances, and with all rights attaching thereto on the Completion Date, and the Grantees hereby accepts the grant of the Option.

选择权: 授予人在此不可撤销地、无条件地授予每一被授予人在行权期间（定义见下文）内的任何时间，在授予的选择权范围内按照行权价向授予人购买与附件A所列姓名相应的选择权股份的选择权，前述选择权股份在交割日不应存在任何索赔、留置、抵押、质押、担保、信托或 854;他权利负担，且应附有所有相关权利。被授予人在此同意接受该等选择权。

Page 5 of 14

2.2. Vesting Schedule: Subject to the terms and conditions hereto, the Option may be exercised, in whole or in part, in accordance with the following schedule:

授予方案：基于本协议条款和条件，选择权根据下列方案全部或部分行权：

34% of the Option Shares subject to the Option shall vest and become exercisable on August 11, 2011, 33% of the Option Shares subject to the Option shall vest and become exercisable on August 11, 2012 and 33% of the Option Shares subject to the Option shall vest and become exercisable on August 11, 2013.

选择权中34％的选择权股份应于2011年8月11日授予并可行权；选择权中33％的选择权股份应于2012年8月11日授予并可行权；选择权中33％的选择权股份应于2013年8月11日授予并可行权.

2.3. Exercise Period: The Option shall vest and become effective and exercisable at the times commencing on the dates set forth in Section 2.2 (the “Option Effective Date”) and shall expire five years from the date of the Option.  The Option may be exercised by the Grantees (or their Nominee on behalf of the Grantees), to the extent that the Option shall have vested, and only to that extent, at any time prior to five years from the date of this Option (“Exercise Period”).

行权期间: 选择权应自第2.2条所述日期起授予、生效和可行权（“选择权生效日”），并于选择权之日起5年到期。被授予人（或代表授予人的提名人）在本选择权日起5ñ 80;内（“行权期间”）并在选择权已被授予的范围内也仅在该范围内，可以进行行权。

2.4. Nominees: Each Grantee may, at any time during the Exercise Period, at his sole discretion, nominate one or more person(s) (each a “Nominee”) to be the transferee(s) of whole or part of the shares subject to his Option, who shall hold and/or exercise the transferred Option on behalf of such Grantee.

提名人: 每一被授予人在行权期间内可以随时自行提名一人或多人（均称为“提名人”），作为他所享有受限于选择权的部分或全部股份受让人，前述提名人应代表被授予人持有和/或行使该项经转让的选择权。

2.5. Exercise Notice: The Option may be exercised by the Grantees or their Nominee(s), in whole or in part, at any time during the Exercise Period, by serving an Exercise Notice on the Grantor.

行权通知:在行权期间内，被授予人或其提名人随时可以通过向授予人递送行权通知的方式行使全部或部分选择权。

2.6. Exercise: The Grantor agrees that he shall, upon receipt of the Exercise Notice, transfer to the exercising Grantee (or his Nominee(s), as the case may be) any and all of the Option Shares specified in the Exercise Notice, free from all claims, liens, charges, pledges, mortgages, trust, equities and other encumbrances, and with all rights now or hereafter attaching thereto.  The Option shall be exercisable only in compliance with the laws and regulations of the PRC and the British Virgin Islands, and such Grantee (or his Nominee(s), as the case may be) shall complete any and all approval or registration procedures regarding the exercise of his Option at PRC competent authorities in accordance with applicable PRC laws and regulations.

行权: 授予人同意，其将在收到行权通知的前提下，向被授予人（或其提名人，依情况而定）转让行权通知所述数额的选择权股份。前述选择权股份不应存在任何索赔、留置、抵押、质押、担保、信托或其他权利负担，且应附有所有相关权利。该等选择权仅在遵守中国和英属维 140;群岛法律、法规时可行权。且为遵守所适用的中国法律法规，该被授予人（或其提名人，依情况而定）应在中国主管当局就他/她的选择权的行权完成全部批准或登记程序。

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2.7. Transfer Notice: In case that a Grantee transfers any or all of his Option to one or more Nominee(s) in accordance with Clause 2.4 above, such Grantee shall serve a Transfer Notice on the Grantor.

转让通知: 如果被授予人根据上述2.4条的规定向一位或多位提名人转让其全部或部分选择权，被授予人应向授予人递送转让通知。

2.8. Transfer to Nominees: The Grantor agrees that he shall, upon receipt of the Transfer Notice, take all actions necessary to allow the Nominee(s) to be entitled to any or all of Option Shares specified in the Transfer Notice.

转让给提名人: 授予人同意，在收到转让通知后，其将采取必要措施保证提名人按照转让通知载明的数额享有相应的选择权股份。

Upon exercise by any Nominee(s) of the transferred Option on behalf of a Grantee, such Grantee shall serve the Exercise Notice on the Grantor in his own name for the exercising Nominee(s).  Upon receipt of such Exercise Option, the Grantor shall issue to such Nominee(s) any and all of the relevant Option Shares in the same manner as specified in Clause 2.6.

在提名人代表被授予人行使转让选择权时，被授人予应以自己的名义为行权的提名人向授予人递送行权通知。在收到转让通知后，授予人应依与本协议2.6条款规定相同的方式，向该等提名人发行部分或全部相关选择权股份 290;

2.9. Payment of Exercise Price: Upon Exercise of his Option in whole or in part, such exercising Grantee (or his Nominee(s), as the case may be) shall pay the Exercise Price to the Grantor.

行权价款的支付:   在上述选择权全部或部分行使之时，行权的被授予人（或其提名人，依情况而定）应向授予人支付行权价款。

2.10. The Grantor’s Obligation upon Exercise: The Grantor agrees that upon the Exercise of any Option by a Grantee (or his Nominee(s)), he shall cause and procure the number of Option Shares provided in the Exercise Notice to be transferred to such Grantee (or his Nominee(s)) within seven (7) Business Days after the date of the Exercise Notice.

行权时授予人的义务:    授予人同意，在被授予人（或其提名人）行使选择权时，应在行权通知之日起七个工作日内，促使前述通知载明的选择权股份数额转让给被授予人（或其提名人）。

3. INFORMATION, DISTRIBUTIONS AND ADJUSTMENTS

信息、分红和调整

3.1. Information: The Grantees shall be entitled to request from the Grantor at any time before the Completion, a copy of any information received from the Grantor which may be in the possession of the Grantor and, upon such request, the Grantor shall provide such information to the Grantees.

信息: 在上述交割前的任何时间，被授予人有权要求授予人向其提供授予人获得的在授予人处的任何信息副本；授予人应根据此等要求向被授予人提供相应信息。

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3.2. Distributions: The Grantor agrees that each Grantee shall be entitled to all the Distributions in respect of his Option Shares.  In the event that any such Distributions have been received by the Grantor for any reason, the Grantor shall pay an amount equivalent to the Distributions received to the Grantees.

分红: 授予人同意，每一被授予人有权获得对于其选择权股份的分红。如果授予人基于任何事由获得上述分红，授予人应按照与获得的分红相同的金额，向上述被授予人支付等值款项。

3.3. Adjustments: If, prior to the Completion, the Company shall effect any adjustment in its share capital (such as share split, share dividend, share combination or other similar acts), then the number of Option Shares and the Exercise Price shall be adjusted accordingly to take into account such adjustment.

调整: 如果在上述交割前，公司股本进行有效调整（例如：股份分拆、股份分红、股份合并或是其他类似调整），被授予人在行权时受让的选择权股份数额和行权价应在考虑到此等调整的情况下进行相应调整
2290;

4. COMPLETION

交割

4.1. Time and Venue: Completion of the sale and purchase of the Option Shares pursuant to the Exercise shall take place at such place decided by the Grantee on the Completion Date and reasonably acceptable to the Grantor.  The parties agree that Hong Kong is a reasonable place for the completion of the sale.

时间和地点: 基于上述行权而进行的选择权股份买卖应于交割日在被授予人确定的并且授予人可合理接受的地点进行交割。各方同意香港是一个出售交割的合理的地点。

4.2. Business at Completion: At Completion of each Exercise, all (but not part only) of the following shall be transacted:

交割事项：在每次行权交割之时，以下所有（而非部分）事项均应办理：

4.2.1 the exercising Grantee shall pay the Exercise Price to the Grantor by wire transfer or such other method as shall be reasonably acceptable to Grantor;

行权的被授予人应以电汇或授予人可合理接受的其他方式向授予人支付行权价；

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4.2.2 the Grantor shall, and to the extent that any action on the part of other shareholders or the directors is required, procure the then existing shareholders and directors of the Company to, within seven (7) Business Days after the date of Exercise Notice, deliver to the exercising Grantee (or his Nominee(s), same below) the following documents and take all corporate actions necessary to give effect to such delivery:

授予人及某种程度上被要求采取行动的其他股东或董事，应当并促使公司当时的股东和董事，在行权通知之日起七个工作日内，向行权的被授予人（或其提名人，以下相同）递送下列文件并采取使之生效的所有必备法人行动：

(a)	a share certificate or share certificates in respect of the number of the Option Shares exercised by the exercising Grantee;
	载明行权的被授予人行权的选择权股份数额的股权凭证；

(b)	a certified true copy of the register of members of the Company updated to show the entry of the exercising Grantee as the holder of the Option Shares so exercised; and
	更新过的公司股东名册的经认证的真实副本，该副本应载明此行权被授予人作为经行权的选择权股份的持有人进入股东名册；

(c)	any other documents as the exercising Grantee may reasonably believe necessary to give effect to the transfer of the exercised Option Shares.
	被授予人合理地相信使行权选择权股份转让生效所必需的其他文件

5. GRANTOR’S UNDERTAKINGS

授予人的保证

Without the prior written consent of Grantees, the Grantor shall not and shall procure the Company not to, (i) issue or create any new shares, equity, registered capital, ownership interest, or equity-linked securities, or any options or warrants that are directly convertible into, or exercisable or exchangeable for, shares, equity, registered capital, ownership interest, or equity-linked securities of the Company, or other similar equivalent arrangements, (ii) alter the shareholding structure of the Company (other than as a result of the transfer of existing shares pursuant to this agreement), (iii) cancel or otherwise alter the Option Shares, (iv) amend the register of members or the memorandum and articles of association of the Company, (v) liquidate or wind up the Company, or (vi) act or omit to act in such a way that would be detrimental to the interest of the Grantees in the Option Shares.  The Grantor shall disclose to the Grantees true copies of all the financial, legal and commercial documents of the Company and the resolutions of the shareholders and the board of directors.

在未经被授予人预先书面批准的前提下，授予人不得且应促使公司不得：(i) 发售或创设任何新股份、股权、注册资本、所有权益或类似股权的证券，以及可以直接行权转换为公司股份、股权、注册股本或所有权益的相关证券、购买选择权、认股权证或类似协议；(ii) 变更公司的持股结构（但依本协议转让现存股份的结果除外）；(iii) 注销或变更选择权股份；(iv) 修订公司章程或公司股东名册；(v) 对于公司进行清盘或歇业； (vi) 任何可能对于被授予人的选择权股份产生不利影响的作为或不作为。此外，授予人应向被授予人披露公司财务、法律或商业文件的所有真实副本，以及公司的股东会决议和董事会决议。

6. MISCELLANEOUS

附则

Page 9 of 14

6.1. Indulgence, Waiver Etc: No failure on the part of any Party to exercise and no delay on the part of such Party in exercising any right hereunder will operate as a release or waiver thereof, nor will any single or partial exercise of any right under this Agreement preclude any other or further exercise of it or any other right or remedy.

豁免、弃权: 任何协议一方对于本协议相关权利的不行使或是迟延行使均不应视为该项权利的弃权或豁免；行使本协议项下的某一或部分权利，并不影响行使进一步权利、行使其他权利或救济。

6.2. Effective Date and Continuing Effect of Agreement: This Agreement shall take effect from the Effective Date.  All provisions of this Agreement shall not, so far as they have not been performed at Completion, be in any respect extinguished or affected by Completion or by any other event or matter whatsoever and shall continue in full force and effect so far as they are capable of being performed or observed, except in respect of those matters then already performed.

生效日及协议的持续效力: 本协议应自生效日起生效。除已经履行的相关条款外，本协议所有条款如在交割时尚未被履行，应保持完整的效力，均不应基于上述交割而失效或是受到其他相关事由的影响。

6.3. Successors and Assigns: This Agreement shall be binding on and shall ensure for the benefit of each of the Parties' successors and permitted assigns. Any reference in this Agreement to any of the Parties shall be construed accordingly.

承继人和受让人: 本协议基于协议各方及其承继方和许可受让方的利益而订立，并对于上述各方有约束效力。对本协议所涉的各方应作据此解释。

6.4. Further Assurance: At any time after the date of this Agreement, each of the Parties shall, and shall use its best endeavors to procure that any necessary third party shall, execute such documents and do such acts and things as any other Party may reasonably require for the purpose of giving to such other Party the full benefit of all the provisions of this Agreement.

进一步保证: 自本协议签署之日起，为使协议对方获得本协议项下的充分利益，协议各方均应根据协议对方的合理要求，签署必要文件或采取必要的行动；或尽最大努力促使必要的第三方签署必要文件或采取必&# 35201;的行动。

6.5.

Remedies: No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by any Party shall not constitute a waiver by such Party of the right to pursue any other available remedies.

救济: 本协议约定的所有救济均不应排除普通法、衡平法、制订法等救济措施的适用；上述救济均应视为累积救济，且不应与前述普通法、衡平法、制订法等救济产生任何关联。协议方选择一项或是多项救济不&# 24212;视为放弃其他救济措施。

Page 10 of 14

6.6. Severability of Provisions: If any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part in any jurisdiction, this Agreement shall, as to such jurisdiction, continue to be valid as to its other provisions and the remainder of the affected provision; and the legality, validity and enforceability of such provision in any other jurisdiction shall be unaffected.

条款可分性: 如果本协议的任何条款在任何法域被认定为非法、无效或不可履行，则本协议其他条款仍应保持完全的法律效力；并且，前述被认定无效的条款在其他法域内的合法性、有效性和可履行性均不应影响。

6.7. Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the British Virgin Islands.

适用法律: 本协议应适用英属维京群岛的法律，并根据该法律进行解释。

6.8. Dispute Resolution: In the event of any dispute, claim or difference (the "Dispute") between any Parties arising out of or in connection with this Agreement, the Dispute shall be resolved in accordance with the following:

争议解决: 协议各方在本协议履行过程中产生的所有争议、索赔或分歧（“争议”）均应通过以下方式解决：

(a) Negotiation between Parties; Mediations.  The Parties agree to negotiate in good faith to resolve any Dispute.  If the negotiations do not resolve the Dispute to the reasonable satisfaction of all parties within thirty (30) days, subsection (b) below shall apply.

各方协商；调解: 协议各方同意通过善意协商解决相关争议，如果协议各方未能在三十天内通过协商方式满意解决相关争议，则应按照下述约定解决该项争议。

(b)

Arbitration.  In the event the Parties are unable to settle a Dispute in accordance with subsection (a) above, such Dispute shall be referred to and finally settled by arbitration at Hong Kong International Arbitration Centre in accordance with the UNCITRAL Arbitration Rules (the “UNCITRAL Rules”) in effect, which rules are deemed to be incorporated by reference into this subsection (b).  The arbitration tribunal shall consist of three arbitrators to be appointed according to the UNCITRAL Rules.  The language of the arbitration shall be English.

仲裁：如果协议方未能按照上述(a)款约定的方式解决相关争议，该项争议应递交香港国际仲裁中心根据有效的联合国国际贸易法委员会仲裁规则(“联合国仲裁规则”)进行终局裁决，前述规则应视为本款约 3450;不可分割的组成部分。仲裁庭应根据联合国仲裁规则任命的三名仲裁员组成。仲裁程序应使用英语进行。

6.9. Counterparts: This Agreement may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument.  Any Party hereto may enter into this Agreement by signing any such counterpart.

份数: 本协议可签署多份，各份共同构成同一协议文件。本协议任何一方均可通过签署任何一份的方式订立本协议。

[SIGNATURE PAGE FOLLOWS]

[以下是签名页]

Page 11 of 14

IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the date first above written.

兹证明，协议各方于本协议首页载明之日期签署本协议。

The Grantor

授予人

By:	/s/ YAO Jia Rosales
Name:	YAO Jia Rosales
姓名：	姚佳 Rosales

[SIGNATURE PAGE TO CALL OPTION AGREEMENT]

IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the date first above written.

兹证明，协议各方于本协议首页载明之日期签署本协议。

The Grantee

被授予人

By:	/s/ YAO Anping
签名：姚安平 YAO Anping ID Card No.: ____________ 身份证号：____________

By:	/s/ TIAN Songling
田松岭 TIAN Songling ID Card No.: ____________ 身份证号：____________

By:	(Seal)
西安海洋石化工程建设有限公司 Xi’an Sea Petroleum & Chemical Co., Ltd

[SIGNATURE PAGE TO CALL OPTION AGREEMENT]

SCHEDULE A

附件A

Grantee and Option Shares

被授予人及选择权股份

Grantee 被授予人	ID Card/Passport Number 身份证/护照号码	Number of Option Shares 选择权股份数	Exercise Price 行权价
姚安平 YAO Anping	ID Card No.: ____________ 身份证号： ____________	92.0%	USD $1
田松岭 TIAN Songling	ID Card No.: ____________ 身份证号： ____________	3.0%	USD $1
西安海洋石化工程建设有限公司 Xi’an Sea Petroleum & Chemical Co., Ltd		5.0%	USD $1

EX-99.9

Exhibit 99.9

Entrustment Agreement

投票权委托协议

THIS ENTRUSTMENT AGREEMENT (this “Agreement”) is made on August 12, 2010 by and among YAO Jia, a Philippine passport holder (“Party A”), and YAO Anping, a citizen of the People’s Republic of China (“PRC”), TIAN Songling, a PRC citizen, and Xi’an Sea Petroleum & Chemical Co., Ltd., a PRC limited liability company (collectively “Party B”). Party A and Party B are sometimes collectively referred to as the “Parties.”

本投票权委托协议（“委托协议”）由菲律宾护照持有人姚佳（“甲方”）和中华人民共和国（“中国”）公民姚安平、中国公民田松岭以及一家中国有限责任公司，即西安海洋石化工程建设有限公司（合称“乙方”）于2010 4180;8月12日签署。甲方与乙方在本协议中合称为当事方。

Recital

序言

Whereas, the Party A currently owns 100% issued and outstanding shares of Ultimate Sino Holdings Ltd, a British Virgin Islands Company (the “Company”).

鉴于甲方目前拥有英属维京群岛公司Ultimate Sino Holdings Ltd（“公司”）100%已发行的股份。

Whereas, the Company is the controlling shareholder of, and holds the majority of the issued and outstanding ordinary shares of, Orient New Energy Investments Limited, a British Virgin Islands company (“Orient BVI”).

鉴于，公司是东方新能源投资有限公司（“东方新能源”）目前的控股股东，并拥有东方新能源的大部分已发行普通股。

Whereas, Party B has expertise in operating and managing enterprises, and Party A desires to entrust Party B with the exercise of Party A’s shareholder rights in the Company on behalf of Party A, which entrustment Party B accepts.

鉴于乙方是企业运营和管理方面的专家，因此甲方旨在授权乙方代表其行使其在公司所享有的股东权利，乙方接受该等授权；

NOW, THERFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

据此，基于前述事实以及各方在本协议项下所做的相互承诺与保证，以及各方在此确认收讫并确认充分的其他良好有价对价，协议各方现达成如下协议，以资信守：

1. Party A hereby appoints Party B as her exclusive agent and attorney for the term of this Agreement and as permitted by law and the Company’s Memorandum and Articles of Association, and entrusts Party B with, and authorizes Party B to exercise, all of Party A’s shareholder rights in the Company, including voting rights (collectively the “Rights”). Party B hereby accepts such appointment and entrustment, and agrees to exercise such Rights in accordance with and within the parameters of the laws of the British Virgin Islands and the Memorandum and Articles of Association of the Company.

甲方在此任命乙方在本协议期间担任其唯一的代理人，并在法律以及公司章程允许的范围内，授权乙方行使其在公司享有的全部股东权利，包括投票权（“权利”）。乙方在此接受该等任命和授权，并同意按照英属维京群岛法律和公司章程 340;规定行使该权利。

2. Pursuant to the foregoing appointment and entrustment, Party B hereby designates YAO Anping as representative of Party B to exercise the Rights, which designation Party A hereby acknowledges. In addition, Party B may establish and amend other rules to govern how Party B shall exercise the Rights, and Party A shall only proceed in accordance with such rules.

根据前述任命以及授权，乙方在此指派姚安平作为乙方代表行使该等权利，甲方在此确认并认可该等指派。此外，乙方可以制订和修改其他有关如何行使甲方授予乙方权利的规则。甲方应仅依该规则行事。

3. To facilitate Party B’s exercise of the Rights, Party A hereby irrevocably grants Party B authorization to operate and manage the Company during the term of this Agreement, as follows:

为实现乙方行使该权利之目的，甲方在此同意依本协议约定，在本协议期间内，不可撤销的授予乙方如下运营和管理公司的权力：

3.1 Party B shall, on behalf of Party A, designate and appoint the Company’s directors, legal representative, General Manager, Chief Financial Officer, and other senior officers. If any member of such senior management leaves or is dismissed by Party B on behalf of Party A, he or she will lose the qualification to take such position with the Company. The person designated and appointed by Party B in accordance with this section shall have the qualifications as a Director, General Manager, Chief Financial Officer, and/or other relevant senior officers pursuant to applicable laws.

乙方应代表甲方指定和任命公司董事、法定代表人、总经理、财务总监和其他高管。如果任何高管离职或被乙方代表甲方解雇，其将失去在公司担任该职务的资格。由乙方根据本条款任命或指定的人员依据相应的法律应具有担任董事、总经&# 29702;、财务总监或高管的资格。

3.2 Party A hereby agrees to accept the corporate policies provided by Party B in connection with the Company’s daily operations, financial management and the employment and dismissal of the Company’s employees.

甲方同意接受和遵守所有乙方制定的关于公司日常运营、财务管理和以任免公司雇员事务的规则。

3.3 Without the prior written consent of Party B, the Company shall not conduct any transaction which may materially affect the assets, obligations, rights or the operations of the Company.

未经乙方事先书面同意，公司不得进行任何可能对公司资产、债务、债权或运营产生重大不良影响的交易。

4. During the term of this Agreement, and subject to the Company’s Memorandum and Articles of Association, Party A shall ensure the Company’s execution of the following decisions of Party B: (i) issuing or creating any new shares, equity, registered capital, ownership interest, or equity-linked securities, or any options or warrants that are directly convertible into, or exercisable or exchangeable for, shares, equity, registered capital, ownership interest, or equity-linked securities of the Company, other similar equivalent arrangements: (ii) altering the shareholding structure of the Company; (iii) canceling or otherwise alter the shares of the Company Party A holds; (iv) amending the register of members or the memorandum and articles of association of the Company; or (v) liquidating or winding up the Company.

在本协议期间，根据公司章程规定，甲方同意确保公司执行乙方下列决定：(i) 发行或创设新的股份、股权、注册资本、所有权益、可以转化为公司股份、股权、注册资本、股权相关证券、或所有权益的期权或认股权证；（ii）变更公司股权结构；（iii）取消或变更甲方持有的公司股权；（iv）修改公司股东名册或 公司章程；（v）清算和解散公司。

5. This Agreement shall take effect on the date of execution by Parties and shall remain in full force until Party A no longer holds any shares of the Company, at which point this Agreement shall automatically terminate.

本协议自双方签署之日起生效，并且持续有效直至甲方不再持有公司股份时止，那时本协议将自动终止

6. This Agreement shall be executed in both Chinese and English, in two (2) duplicate originals. Each Party shall hold one (1) original, each of which shall have the same legal effect.

此协议以中英文签署，一式二份，各方各执一份，具同等法律效力。

[SIGNATURE PAGE FOLLOWS]

[以下为签字页]

IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the date first above written.

兹证明，协议各方于本协议首页载明之日期签署本协议。

Party A

甲方

Name: YAO Jia

姓名：姚佳

/s/ YAO Jia

Party B

乙方

Name: YAO Anping

姓名：姚安平

/s/ YAO Anping

Name: TIAN Songling

姓名：田松岭

/s/ TIAN Songling

Name: Xi’an Sea Petroleum & Chemical Co., Ltd

姓名：西安海洋石化工程建设有限公司

(Seal)

EX-99.10

Exhibit 99.10

(Unofficial English Translation)

Oil Depot Lease Agreement

Party A: Shaanxi Wanjie Trade Co., Ltd. (hereafter referred to as “Party A”)

Party B: Xi’an Orient Petroleum Group Co., Ltd. (hereafter referred to as “Party B”)

This Lease Agreement (the “Agreement”) is entered into by and between the above parties in connection with the lease of oil depot owned by Party A, pursuant to the Economic Contract Law and other relevant laws and regulations, based on the principles of good faith, equality and mutual benefit, through consultation between the parties.

I. Object of Lease

Party A agrees to lease its oil storage depot and related facilities (the “Property”) located on the premises of the 533 Office of the State Reserves Bureau to Party B.

II. Lease Term, Price and Payment Date

1. The lease term is fifteen years, starting from April 1, 2008 to March 31, 2023.

2. The facilities covered by this lease include oil tanks (4 vertical tanks with a volume of 1,095 cubic meters each; 8 horizontal tanks with a volume of 150 cubic meters each; and 6 train tanks with a volume of 70 cubic meters each), flowlines, loading platforms, plants, offices (except that two offices are remained in use by Party A), graphics and documentations.

3. The rent of the oil depot is 650,000 RMB per year.

4. Upon execution of the Agreement, Party B shall make a one-time payment of 700,000 RMB to Party A. Party B shall pay an amount of 600,000RMB as the rent for the second year by August 30, 2008.

III. Management

1. During the lease term, Party B shall comply with Party A’s policies in connection with managing the Property and strictly follows the procedures of handling oil products. Party B shall place staff in charge of security and fire control of the Property. Party B shall also comply with laws and regulations on business and tax and shall undertake any civil, criminal or economic liabilities arising from economic damages, personal injuries, illegal conducts or safety issues related to the Property.

2. The types of oil products that Party B can store in the Property are limited to residual oil, lubricating oil, gas oil, fuel oil, methanol and gasoline. Party B shall not store poisonous oil or corrosive oil that does not meet the national standard.

3. During the lease term, Party A shall pay the water and electricity expenses of the Property on a quarterly basis. Party B shall reimburse such expenses to Party A.

4. Upon the execution of the Agreement, the parties shall process the transfer of the Property. The parties shall sign a check list of all properties and facilities on lease. Upon the expiration of the lease, Party B shall return all properties and facilities on the check list to Party A.

5. During the lease term, Party B shall not change, remove or sell any Property without Party A’s prior consent. If Party B needs to reconstruct any facilities as needed for production activities, Party B shall submit a reconstruction plan in writing to Party A and may start the reconstruction only if Party A consents to the plan.

6. Upon expiration of the lease, Party B may transfer any increased fixed assets (such as facilities added to the Property by Party B) for a price equivalent to the value of the net fixed assets of the facilities excluding depreciation. Party B shall remove any removable added facilities. Party A shall take over without condition any non-removable added facilities.

7. During the lease term, if Party A needs to use the loading platform in the Property, Party A shall consult with Party B one week in advance in terms of management fee and method of use.

IV. Placement of Employees

1. Party B shall place two full time employees to work in the Property during the lease term.

2. Party B shall have the right to dismiss Party A’s employees who are working in the Property if the employee violates any rules or policies of Party B.

V. Miscellaneous

1. One month upon the execution of the Agreement, Party A shall complete the execution of a Railway Sharing Agreement on behalf of Party B in connection of Party B’s use of the Railway 103. The shipping names of Party B’s oil products are residual oil, lubricating oil, gas oil, fuel oil, methanol and gasoline. If Party A fails to complete the execution of the Railway Sharing Agreement within the agreed time period, this Agreement shall terminate and Party A shall refund the rent.

2. Party A shall be solely responsible for any liabilities or debts generated prior to the execution of this Agreement.

VI. Termination of the Agreement

1. Any party shall not unilaterally terminate the Agreement except for in the occurrence of a force majeure event (such as government expropriation, outbreak of war, government action and natural disasters).

2. If Party A intends to sell the Property, Party B shall have the priority to purchase the Property with equivalent offer to other potential buyers. If Party B waives the priority to purchase, Party A has the right to terminate the Agreement. If Party A terminates the Agreement, Party A shall refund the rent of the remaining lease term and compensate Party B an amount of no less than 5% of the annual rent.

3. Party A has the right to terminate the Agreement if Party B fails to pay the rent within the agreed period of time.

4. Party B may renew the Agreement one month before the expiration date of the Agreement. Upon renewal, Party B shall make a one-off rent payment. If no renewed lease is signed by the parties, Party B shall return the Property to Party A according to the checklist within 10 days upon expiration of the Agreement.

VII. Breach of Agreement

Any party who breaches the Agreement shall pay a damage equivalent to 10% of the paid annual rent to the non-breaching party.

VIII. Dispute Resolution

The parties shall resolve the unsettled matter through consultation. If no resolution can be reached through consultation, the parties may submit the dispute to a court.

IX. Effectiveness

This Agreement is executed into four duplicates. Each party shall hold two duplicates. Party B shall complete the first payment of rent within 8 days from the signing date of the Agreement and Party A shall issue a lease invoice to Party B upon receipt of the payment. Party A shall prepare relevant documentations for the transfer of Property and make the Property available for Party B’s use on April 1, 2008.

Party A: Shaanxi Wanjie Trade Co., Ltd (signature & seal)

Party B: Xi’an Orient Petroleum Group Co., Ltd. (signature & seal)

March 24, 2008

EX-99.11

Exhibit 99.11

(Unofficial English Translation)

Capital Loan Agreement

Contract serial no.: Jian Shaan New Loan (2009) No. 5

Loan type: Floating capital loan

Borrower: Xi’an Orient Petroleum Group Co., Ltd.

Address: Emerald Tower, Ste. 2201, No. 1 Xingqing Road, Xi’an City

Legal representative: Anping Yao

Lender: China Construction Bank Xi’an New City Office

Address: No. 29 New South Road, Xi’an City

Legal representative: Guohong Chen

This Capital Loan Agreement (the “Agreement”) is entered by Borrower and Lender pursuant to relevant laws and regulations through consultation of the parties.

Article 1 Loan Amount

Borrower intends to take a loan of RMB 20 million from Party B (the “Loan”).

Article 2 Use of Loan

Borrower shall only use the Loan for working capital turnover.  Borrower shall not alter the loan purpose without Lender’s written consent.

Article 3 Repayment Period

The term of the Loan is one year, starting from April 26, 2009 to April 25, 2010. The payment of the Loan begins on the first day of the loan period.

Article 4 Interest Rates

(1) The Loan is subject to an annual floating interest of 10% above the base rate on the date that the loan period begins.

(2) If Borrower fails to use the Loan for its intended purpose, the interest rate shall be adjusted upwards by 100%. If Borrower fails to timely pay back the loan, the interest rate shall be adjusted upwards by 50%. If both wrongful use and late payment are present, the penalty interest rates shall be compounded.

(3) The beginning date of the loan period means the date on which the Loan is distributed to Borrower’s designated account. The initial interest rate on the date of distribution shall be the rate set by the People’s Bank of China on that date. Thereafter, the interest rate shall be adjusted in accordance with announcements from the People’s Bank of China.

(4) Loan interest shall be calculated starting from the date of distribution to Borrower’s designated account. Interest shall accrue daily, with the daily interest rate being the annual interest rate divided by 360. If Borrower is unable to make timely interest payments on the interest settlement dates as specified in this Agreement, compound interest shall accrue starting from the day after interest payments are due.

(5) Interest shall be paid on a monthly basis on the 20th day of each month.

Article 5 Payment of Loan

(1) Prerequisites

Lender shall distribute the Loan only if the following conditions are met, unless Lender waives some or all of those conditions:

i. Borrower has completed all necessary procedures and obtained all approvals in connection with the Loan;

ii. Borrower has valid collateral or guarantee available for the Loan, if such collateral or guarantee is required by the Agreement;

iii. Borrower has opened an account for receiving and repaying the Loan as required by Lender;

iv. Borrower has not committed any violations of this Agreement or any violations that may have impact on Lender’s rights;

v. There is no laws or regulations against the Loan; and

vi. The following payment schedule is observed: repayment of the Loan shall adhere to paying back interest before principal. However, if principal payments are 90 days overdue, Borrower may pay back principal first, then interest.

(2) Borrower shall pay interest due on the interest settlement date. Any outstanding interest should be paid in full along with the final loan payment.

(3) Borrower shall repay the Loan by the expiration of the Loan term.

(4) Borrower shall transfer payments to Lender’s designated account by the date payments are due. Borrower may transfer from the account in which it received the loan (and for which Lender has the right of setoff), or from another account.

(5) Borrower may repay the Loan before it is due by sending a 30-day-notice to Lender. Upon the approval of Lender, Borrower may repay the Loan, in part or in full, before it is due. Borrower shall calculate interest owed based on the actual number of days from the beginning date of the loan period. Lender shall not receive compensatory fees in case Borrower repays the Loan before it is due.

Article 6 Borrower’s Representation

(1) Borrower’s Rights

i. Borrower has the right to demand that Lender distribute loans in accordance with this contract.

ii. Borrower has the right to utilize the loan in accordance with this contract.

iii. Borrower has the right to request an extension of the repayment period.

iv. Borrower has the right to compel confidentiality on trade secret from Lender, except otherwise required by law.

v. Borrower has the right to demand that Lender’s employees refuse bribes, and to report Lender’s violations to the relevant governmental authority.

(2) Borrower’s Obligations

i. Borrower has the obligation to timely repay principal with accrued interest, and pay expenses set forth in this Contract.

ii. Borrower has the obligation to produce business, financial, profit/loss data, and accounting records as requested by Lender, including within the first 30 days of the first month of each annual quarter.

iii. Borrower has the obligation to notify Lender in writing within 10 days after a change in company name, legal representative, address, or registered capital, and provide the relevant documentation.

iv. Borrower has the obligation to use the Loan for its intended purpose and not any other purpose or for any illegal activity or anything that violates this Agreement.

v. Borrower has the obligation to obtain any necessary government environmental protection permits if the Loan is used for manufacturing activity or construction of facilities.

vi. Borrower has the obligation to refrain from using any Loan-derived assets to guarantee any third-party loans while the Loan has not been fully repaid.

vii. Borrower has the obligation to notify Lender if more than 10% of Borrower’s assets are involved in a group transaction.

viii. Borrower has the obligation to obtain necessary government approvals, ensure no violations, and guarantee adherence to the project schedule.

Article 7 Lender’s Representation

Lender’s Rights and Obligations

i. Lender has the right to demand that Borrower timely pay back the loan, including principal, interest, and loan expenses, as well as demand that Borrower observe its other enumerated duties.

ii. Lender has the obligation to distribute the Loan in accordance with this contract, unless some other factor renders this impossible.

iii. Lender has the obligation to maintain confidentiality of Borrower’s submitted records, unless disclosure is compelled by law or regulation.

iv. Lender has the obligation to refrain from giving or accepting bribes from Borrower’s employees.

v. Lender has the obligation to act in good faith as not to harm Borrower’s legal interests and operations.

Article 8 Breach and Remedy

1. Breach of Agreement by Lender

i. Borrower has the right to request payment of the Loan if Lender fails to distribute the Loan without justified reasons.

ii. Borrower has the right to refund of any illegally charged interest or fees by Lender.

2. Breach of Agreement by Borrower

i. Any of Borrower’s conduct that violates any terms or conditions under the Agreement constitutes breach of agreement.

ii. Any representation by Borrower of non-performance of the Agreement constitutes breach of agreement.

iii. Any threat to Lender’s interest, including: reduction in Borrower’s registered capital, bankruptcy filing, production stoppage, breach of the Agreement, using Loan to guarantee a third-party loan, breach of Guarantee Contract, breach of Mortgage Contract, failure to approve Guarantor, etc.

3. In the event of a violation or threat to Lender’s interest, Lender has the right to: stop loan distribution, demand immediate payment of overdue principal or interest, impose a payment of 0.05% of the unpaid Loan as a penalty, accelerate the loan to require immediate repayment of the outstanding balance, invoke setoff against Borrower’s China Construction Bank account, require Borrower to attach a new guarantor, etc.

Article 9 Miscellaneous

1. Borrower shall be responsible for all attorney, registration, notarization, processing, etc. fees associated with producing this Contract. Lender shall be responsible for all expenses associated with the exercise of its rights.

2. Borrower agrees that its credit data may be transmitted to the People’s Bank of China credit database.

3. If Borrower commits violations, Lender has the right to report them to the media or other entities.

4. The rights and duties set forth in this Contract are not affected by rights or duties from any other instrument.

5. If Borrower has other overdue debts with China Construction Bank, Lender may setoff against those debts with Borrower’s account designated for this Loan, without prior notice.

6. In the event of dispute, the matter shall be settled in People’s Court at Lender’s location.

Borrower: Xi’an Orient Petroleum Group Co., Ltd. (Signature & Seal)

Lender: China Construction Bank Xi’an New City Office (Signature & Seal)

Date: April 26, 2009

EX-99.12

Exhibit 99.12

(Unofficial English Translation)

Loan Agreement

Borrower: Xi’an Orient Petroleum Group Co., Ltd.

Bank: China EverBright Bank, Xi’an Office

Section I. General Provisions

This Loan Agreement (the “Agreement”) is entered into by and between the Borrower and the Bank pursuant to the relevant laws and regulations of China.

Section II. Use of Loan

Article 1

(1) The Borrower shall use the loan provided by the Bank hereunder (the “Loan”) only for repayment of debts.

(2) The Borrower shall not use the Loan for any other purposes without the Bank’s prior written consent.

Section III. Currency, Amount of Loan, Time of Payment

Article 2

The amount of the Loan hereunder shall be Eight Million Renminbi.

Article 3

The repayment period for the Loan hereunder begins on September 7, 2009. The Loan is due on September 6, 2010.

Article 4

The Bank shall transfer the full amount of the Loan to the Borrower’s account in the Bank on September 7, 2009.

Section IV. Calculation of Interests

Article 5

The Borrower shall pay interests at a fixed annual interest rate of 6.372%.

Article 6

The parties agree that if the People’s Bank of China adjusts the benchmark lending rate or the interest calculation method during the Agreement term and such adjustment is applicable to the Loan hereunder, the Bank has the right to change the interest rate of the Loan accordingly and such change is not subject to the Borrower’s consent.

Article 7

The interests of the Loan shall be paid on a monthly basis. The date of payment shall be on the 20th day of each month.

Article 8

The annual interest of the Loan shall be calculated based on 365 days a year starting from the date that the Bank transfers the Loan to the Borrower’s account.

 

Article 9

If the Borrower fails to repay the principal of the Loan, the Bank has the right to charge a late fee at a daily rate equivalent to the fixed annual interest rate under Article 5 plus 50% (6.372%+50%) starting from the date that the Loan is due until the date that the Borrower completes the repayment.

If the Borrower uses the Loan for purposes other than the intended purpose, the Bank has the right to charge a penalty at a daily rate equivalent to the fixed annual interest rate under Article 5 plus 100% (6.372%+100%) starting from the date that the Borrower uses the Loan for such purpose until the date that the Borrower completes the repayment.

Article 10

If the Borrower fails to pay the interest on time, the Bank has the right to charge a late fee at a daily rate equivalent to the fixed annual interest rate under Article 5 plus 50% (6.372%+50%) starting from the date that the interest is due until the date that the Borrower completes the payment of interest.

Section V. Prerequisites

Article 11

The Bank shall not provide the Loan hereunder unless the Borrower fulfills the following conditions:

(1) The Borrower has provided all corporate documents required by the Bank and the Borrower makes no material changes to its operation as compared with the information on the documents or Borrower provides satisfying explanation for the material changes of its operation if any.

(2) The Borrower has completed all the documentations in connection with the Loan. Such documentations shall have the same legal effect as the Agreement.

(3) The Borrower has obtained all necessary license and permits to receive the Loan and completed all registration procedures with the government. The Borrower shall also, if requested by the Bank, arrange public notary for the Agreement.

(4) If security or guarantee is required for the Loan hereunder, the Borrower shall have completed the registration and insurance for the collaterals.

(5) The Borrower has no breaching conducts as set forth in the Agreement.

Section VI. Repayment

Article 12

The dates and amounts for repaying the principal of Loan are as follows:

(1) The first payment of 2,000,000 RMB shall be made by December 7, 2009.

(2) The second payment of 2,000,000 RMB shall be made by March 7, 2010.

(3) The third payment of 2,000,000 RMB shall be made by June 7, 2010.

(4) The fourth payment of 2,000,000 RMB shall be made by September 6, 2010.

Article 13

The Borrower shall repay the Loan pursuant to the terms and conditions under the Agreement. If the Borrower fails to comply with the repayment terms, the Bank has the right to deduct fees, interests and overdue principal of the Loan directly from any of the Borrower’s accounts in the Bank.

Article 14

If one payment made by the Borrower is less than the amount proscribed under the Agreement, such amount shall first be applied to any outstanding fees, then the interests, and then the principal of the Loan.

Article 15

The Borrower may request for early repayment by submitting the request to the Bank 30 days in advance and repay the Loan earlier than the proscribed due date with the Bank’s prior written consent.

Article 16

The Borrower may request to extend the repayment period by submitting a written request to the Bank _____ days before the original due date. If the Bank agrees to extend the repayment period, the parties shall enter into an agreement on extending the repayment period.

Section VII. Guarantee

 Article 17

The guarantors of the Loan are Huangling County Qinlong Co., Ltd., Xi’an Oceanic Petroleum Engineering Co., Ltd. and Anping Yao. The guarantors provide joint guarantee for the repayment of the Loan and interests.

Article 18

The Bank and the guarantors shall enter into Guarantee Agreements and complete all necessary registration procedures.

Article 19

If the repayment period is extended by the parties hereunder, the Guarantee Agreements shall remain effective during the extended period.

Section VIII. Related Fees

Article 20

The Borrower shall pay all fees and expenses generated in connection with the Loan and the performance of the Agreement, including but not limited to attorney’s and auditor’s fees, insurance payment, and charges for public notary, assessment and registration.

Article 21

Upon request by the Bank, the Borrower shall reimburse the Bank any fees or expenses generated in connection with the Loan and the performance of the Agreement, including but not limited to litigation fees, attorney’s fees, and traveling expenses.

Section IX. Borrower’s Representations and Warranties

Article 22

The Borrower is a corporate entity legally established under the Chinese laws and has full right and power to operate business and undertake any civil liabilities arising from its conducts.

Article 23

The Borrower has full right to sign or authorize a representative to sign the Agreement. The Borrower has also obtained all necessary consent on entering the Agreement. The Agreement is effectively executed by an authorized legal representative of the Borrower.

Article 24

The Borrower has obtained all necessary government permit or third party consent to enter the Agreement. The execution and performance of the Agreement by the Borrower has no conflict against any corporate charters of the Borrower or any contract under which the Borrower is a party.

Article 25

Any documentation, information, representation provided by the Borrower is true, complete, accurate and effective. The financial statements submitted by the Borrower truly reflect the financial status of the Borrower at the time of submission.

Article 26

The Agreement constitutes legally binding obligations to the Borrower.

Article 27

The Borrower has opened an account in the Bank. This account will be used for all settlements and payments under the Agreement.

Article 28

To ensure the legality, effectiveness and enforceability of the Agreement, the Borrower has completed or will complete all necessary registration or notary procedures.

Article 29

The Borrower has not been involved in any litigation, claims, arbitration or administrative procedures that has impact to its performance under the Agreement.

Article 30

The Borrower’s representations and warranties shall remain accurate and true until the Borrower repays all principal and interests under the Agreement. The Borrower will also provide relevant documentation upon the request of the Bank.

Article 31

The Borrower has not breached any agreement under which the Borrower is a party.

Article 32

The Borrower understands the terms and conditions under the Agreement. The execution and performance of the Agreement by Borrower is voluntary.

Article 33

The Borrower will provide any documentations or information requested by the Bank, unless such documentation or information is confidential and protected by law. The Borrower will also coordinate with the Bank in terms of credit investigation and review.

Article 34

The Borrower will coordinate with the Bank in terms of financial investigation and supervision. The Borrower is also obliged to provide the latest financial statements and credit information to the Bank.

Article 35

The Borrower will notify the Bank upon a 30-day notice of any changes of corporate name, legal representative or corporate address of the Borrower.

Article 36

The Borrower will notify the Bank upon a 30-day notice of any material changes, such as property leasing, change of ownership, consolidation, merger, entering into joint venture, separation of business, transfer of assets, or any plan of suspension, dissolution or bankruptcy, or plans of any other material changes that may influence the performance of the Agreement. The Borrower will not proceed with any of the above said material changes unless the Bank consents in writing.

Article 37

The Borrower will not enter into loan agreement with any third party, or provide guarantee for any third party, or place collateral on its properties that may influence the Borrower’s ability to repay the Loan without prior written consent of the Bank.

Article 38

The Borrower will notify the Bank in writing of any events that may have negative impact on the operation of the Borrower’s business or on the Borrower’s performance of the Agreement.

Section X. Breach of Agreement

Article 39

Any of the following conducts shall constitute breach of the Agreement by the Borrower:

(1) The Borrower fails to repay the principal or interests pursuant to the Agreement;

(2) The Borrower uses the Loan for purposes other than the intended purpose proscribed by the Agreement;

(3) The Borrower provides false or incomplete financial statements that omit material facts, or the Borrower rejects the Bank’s review and inspection on its financial activities;

(4) The Borrower or its guarantors makes false or misleading representations under the Agreement or the associated guarantee agreements;

(5) The Borrower or its guarantors breaches any agreement under which the Borrower or its guarantor is a party;

(6) The Borrower or its guarantors experiences serious financial problems;

(7) The collateral or pledge for the Loan is destroyed, depreciated or lost;

(8) The Borrower or its guarantors fails to make satisfying arrangements of Loan repayment in case of consolidation, separation or reorganization of business;

(9) The Borrower or its guarantors is bankrupt, dissolved or shut down, or the operation license of the Borrower or its guarantors is cancelled or suspended;

(10) The Borrower fails to notify the Bank of the following events:

i. Any material changes of the Borrower’s bylaws or business;

ii. Any material changes of the Borrower’s accounting principles;

iii. Any material changes of the financial status of the Borrower or its subsidiaries; or

iv. Any litigation proceedings, arbitration, or administrative procedures that may have a negative impact on the Borrower’s financial status or on the Borrower’s performance of the Agreement.

(11) The Borrower breaches any other terms or conditions under the Agreement and fails to provide satisfying remedy; or

(12) The Borrower is involved in any events or conditions that may have material negative impact on the Bank’s interests under the Agreement.

Article 40

The Bank has the right to notify the Borrower of the occurrence of any of the above events and seek the following remedies:

(1) The Bank may stop providing the Loan to the Borrower;

(2) The Bank may announce that the provided portion of the Loan is due immediately and request repayment for the provided principal and interests accrued;

(3) The Bank may request additional or change of guarantors, collaterals or pledges;

(4) The Bank may deduct the outstanding repayments directly from any of the Borrower’s accounts in the Bank;

(5) The Bank may execute its right on the collaterals or pledges; and

(6) The Bank may seek other remedies that the Bank deems proper.

Section XI. Miscellaneous

Article 41

The Bank has the right to oversee the Borrower’s use of the Loan. The Borrower shall provide information and explanation on the use of the Loan upon the Bank’s request.

Article 42

The parties shall keep confidential of all information on financial status, operation and production that they obtain from the execution and performance of the Agreement unless otherwise provided by law.

Article 43

The Borrower shall not transfer or assign all or part of its obligations under the Agreement without the Bank’s prior consent.

Article 44

The Bank may transfer its obligations under the Agreement to any third party without the Borrower’s prior consent. The Bank only needs to notify the Borrower in writing at the time of such transfer.

Article 45

The amount of repayment by the Borrower shall not be deducted or off set by any means. If the Borrower is allowed by the law to deduct any payment to the Bank, the Borrower shall make an additional payment to the Bank excluding such deduction.

Article 46

Any extension or exemption of performance, or other preferential treatment provided by the Bank to the Borrower shall not be deemed as a waiver or restriction of the Bank’s rights under the Agreement and shall not affect the Borrower’s obligations under the Agreement.

Article 47

Any terms or conditions under the Agreement rendered illegal or unenforceable shall not impair the effectiveness or enforceability of other terms and conditions under the Agreement.

Article 48

Any amendments or supplements of the Agreement shall be made in writing and executed by both parties.

Article 49

The titles of chapters under the Agreement shall not be deemed as interpretation of the Agreement.

Article 50

All notifications under the Agreement must be made in written and sent via mail or fax. Any party shall notify the other party in writing of any change of address or fax number.

Article 51

A delivery of documents is complete when personal delivery is made or three days after mailing or when a fax is sent.

Section XII. Dispute Resolution

Article 52

Any dispute arising from the performance of the Agreement shall first be resolved by the parties through consultation. If no resolution can be reached through consultation, the parties may submit the dispute to a court at the location of the Bank.

Section XIII. Effectiveness, Amendment and Cancellation of the Agreement

Article 53

The Agreement is effective upon execution of the legal representative or authorized representative of the parties.

Article 54

After the Agreement becomes effective, any party shall not change or terminate the Agreement without the consent of the other party. Any amendment or termination of the Agreement shall be made in writing through consultation of both parties. The Agreement shall remain effective until the written amendment or termination is executed by the parties.

Section XIV. Supplement

Article 55

The parties may enter into supplemental agreement for any unsettled mater hereunder.

Section XV. Execution

Article 56

The Agreement shall be executed in four duplicates. The Borrower shall hold one duplicate and the Bank shall hold two duplicates. The parties shall submit one duplicate to the notary public. All duplicates shall have the same legal effect.

Article 57

The Agreement is entered into by and between the parties on September 6, 2009, in Xi’an.

Article 58

The parties agree to submit the Agreement to a notary public.

Borrower:                 Xi’an Orient Petroleum Group Co., Ltd. (signature and seal)

Bank:                        China EverBright Bank, Xi’an Office (signature and seal)

EX-99.13

Exhibit 99.13

(Unofficial English Translation)

Purchase Agreement

Party A: Yulin Gas Chemical Co., Ltd.

Party B: Xi’an Orient Petroleum Group Co., Ltd.

1. Name of Product: Methanol

2. Amount of Purchase: Party B will purchase and Party A will sell methanol of no less than 10,000 metric tons. Party A shall transport the products to Party B’s depot.

3. The quality of the product must meet the national standards of the People’s Republic of China.

4. Party B shall complete the payment for the products before delivery. The price of the products shall be based on the market price of the products.

5. Loading location: Party A’s loading dock

Loading method: ground transportation

6. Transportation: by road tanker

Party A shall pay shipping.

7. Packaging standard: tank truck

8. Any dispute arising from the performance of the Agreement shall be resolved through consultation between the parties.

9. The term of the Agreement is from January 1, 2010 to December 31, 2010.

Party A: Yulin Gas Chemical Co., Ltd. (signature and seal)

Party B: Xi’an Orient Petroleum Group Co., Ltd. (signature and seal)

December 15, 2009

EX-99.14

Exhibit 99.14

(Unofficial English Translation)

Purchase Agreement

Party A: Huawei Commerce Co., Ltd.

Party B: Xi’an Orient Petroleum Group Co., Ltd.

1. Name of Product: Naphtha

Amount of Purchase: Party B will purchase and Party A will sell naphtha of no less than 15,000 metric tons. Party A shall transport the products to Party B’s depot.

2. The quality of the product must meet the national standards of the Peoples’ Republic of China.

3. Party B shall complete the payment for the products before delivery. The price of the products shall be based on the market price of the products.

4. Loading location: Party A’s loading dock

Loading method: ground transportation

5. Transportation: by road tanker

Party A shall pay shipping.

6. Packaging standard: tank truck

7. Any dispute arising from the performance of the Agreement shall be resolved through consultation between the parties.

8. The term of the Agreement is from January 1, 2010 to December 31, 2010.

Party A: Huawei Commerce Co., Ltd. (signature and seal)

Party B: Xi’an Orient Petroleum Group Co., Ltd. (signature and seal)

December 20, 2009

 

EX-99.15

Exhibit 99.15

(Unofficial English Translation)

Purchase Agreement

Party A: Xi’an Putian Petroleum Co., Ltd.

Party B: Xi’an Orient Petroleum Group Co., Ltd.

1. Name and Amount of Products

Name of Product	Amount of Purchase
Gasoline Optimizer	No less than 300 metric tons
Diesel Depressant	No less than 10 metric tons
Gasoline Dispersant	No less than 100 metric tons

Party A shall transport the products to Party B’s depot.

2. The quality of the product must meet the national standards of the People’s Republic of China.

3. Party B shall complete the payment for the products before delivery. The price of the products shall be based on the market price of the products.

4. Loading location: Party A’s loading dock

Loading method: ground transportation

5. Transportation: by road tanker

Party A shall pay shipping.

6. Packaging standard: tank truck

7. Any dispute arising from the performance of the Agreement shall be resolved through consultation between the parties.

8. The term of the Agreement is from January 1, 2010 to December 31, 2010.

Party A: Xi’an Putian Petroleum Co., Ltd. (signature and seal)

Party B: Xi’an Orient Petroleum Group Co., Ltd. (signature and seal)

December 20, 2009

 
 

EX-99.16

Exhibit 99.16

(Unofficial English Translation)

Purchase Agreement

Party A: Shaanxi Yanchang Petroleum (Group) Co., Ltd.

Party B: Xi’an Orient Petroleum Group Co., Ltd.

1. Name of Product: Gasoline and Diesel

Amount of Purchase: Party B will purchase and Party A will sell gasoline of no less than 50,000 metric tons and diesel of no less than 40,000 metric tons. Party A shall transport the products to Party B’s depot.

2. The quality of the product must meet the national standards of the People’s Republic of China.

3. Party B shall complete the payment for the products before delivery. The price of the products shall be based on the market price of the products.

4. Loading location: Party A’s loading dock

Loading method: ground transportation

5. Transportation: by road tanker

Party A shall pay shipping.

6. Packaging standard: tank truck

7. Any dispute arising from the performance of the Agreement shall be resolved through consultation between the parties.

8. The term of the Agreement is from January 1, 2010 to December 31, 2010.

Party A: Shaanxi Yanchang Petroleum (Group) Co., Ltd. (signature and seal)

Party B: Xi’an Orient Petroleum Group Co., Ltd. (signature and seal)

December 23, 2009

 

EX-99.17

Exhibit 99.17

(Unofficial English Translation)

Form of Gas Station Lease Agreement

Party A: [Name of Lessor]

Party B: Orient Petroleum Group Co., Ltd.

This lease agreement (the “Agreement”) is entered into by and between the above said Parties in pursuant to the Contract Law of the People’s Republic of China and relevant regulations through good faith consultation:

Article I: General Provision

1. Party A has full title and management rights to the subject property under the Agreement. Party A hereby agrees to transfer all management and operation rights of the subject property to Party B.

2. Party B’s use of the subject property is limited to retail distribution of petroleum products.

3. Party A guarantees that the subject property is licensed to operation no less than [●] years from the execution date of the Agreement.

Article II: Name and Location of Gas Station

The name of the subject property of the Agreement is [●] (the “Gas Station”) and is located at [●].

Article III: Lease Period, Rent, and Time of Payment

1. The term of the lease is [●] years, starting from [●] to [●]. The total rent for the [●]-year lease term is RMB [●] and is due in full in a one-time payment on within [●] days upon execution of the Agreement.

2. During the lease term, Party A shall pay water and electricity generated in the Gas Station up to RMB [●] per month. The amount exceeding RMB [●] per month shall be shared 50/50 by the Parties. Party A shall pay the expenses in connection with annual inspection of operation licenses.

Article IV: Parties’ Representations

1. Party A’s Rights and Duties

(1) Party A has the right to collect the rent for the Gas Station according to this Agreement.

(2) Upon expiration of the Agreement, Party A has the right to reclaim the management and operation rights of the Gas Station.

(3) Upon the execution of the Agreement, Party A shall deliver all necessary licenses of the Gas Station to Party B.

2. Party B’s Rights and Duties

(1) Upon execution of the Agreement and completion of rent payment, Party B shall have full management and operations rights over the Gas Station.

(2) Party B shall timely pay the rent and relevant fees in accordance with this Agreement.

(3) During the lease term, Party B shall not modify the operation license of the Gas Station without Party A’s prior consent.

(4) Upon expiration of the Agreement, Party B shall return the Gas Station and all operation licenses to Party A.

Article V: Modification and Termination of Agreement

1. The Agreement shall become effective and binding to both Parties upon execution. No party shall modify any terms or conditions under the Agreement without the consent of the other party. No modification to the Agreement shall be made without consent of both parties.

2. The Agreement shall terminate if it is rendered impossible to be performed due to government seizure or change of government policy. In this case, Party A is entitled to the government compensation relating to the land owner rights and Party B is entitled to the government compensation relating to the business operating rights. The Parties shall be free from liabilities to each other.

3. The Agreement shall terminate in case of a force majeure event. In this case, Party B shall not be held for any liability.

Article VI: Miscellaneous

1. During the term of the Agreement, Party B shall not sell or mortgage the Gas Station. Otherwise, Party A shall have the right to repossess the Gas Station and terminate the Agreement.

2. Party B shall be responsible of associated taxes, workplace safety fees, creditors’ rights and duties, and any claims from third parties.

3. During the term of the Agreement, Party B shall be responsible for any damage caused to Gas Station. Upon termination of the Agreement, the Parties shall resolve the expenses on improvement of the Gas Station through consultation.

4. If the performance of the Agreement is rendered impossible due to a force majeure event (e.g., earthquake, flood, changes in government policy), Party B shall be entitled to a refund of rent calculated pro rata from the date that operation of the Gas Station ceased. The refund shall be paid within one week.

Article VII: Breach of Agreement

If Party A unilaterally terminates the Agreement, Party A shall pay RMB 50,000 per month to Party B for the remaining lease period, plus 1.5% interest per month as a penalty. If Party B unilaterally terminates the Agreement, Party B shall pay RMB 50,000 per month to Party A for the remaining lease period, plus 1.5% interest per month as a penalty.

Any party who breaches the Agreement is subject to a damage equivalent to 5% of the annual lease amount.

Article VIII: Dispute Resolution

Any dispute arising from the performance of the Agreement shall be resolved through consultation between the parties. If no resolution can be reached through consultation, any party may submit the dispute to a court.

Article IX: Supplementary Articles

1. Party B shall have the priority to renew the Agreement upon expiration.

2. The parties may enter into a supplemental agreement for any unsettled matter under the Agreement. the supplemental agreement shall have the same effect of the Agreement.

3. The Agreement is executed into four duplicates. Each party shall hold two duplicates. The Agreement shall become effective upon signing by the legal representative or authorized signer of each party.

Party A: [Name of Lessor]

Party B: Orient Petroleum Group Co., Ltd.

[Effective Date]