8-K

UNITED STATES

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): March 7, 2011

ORIENT PETROLEUM AND ENERGY 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):

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

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

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

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

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

Resignation of Officer

Effective March 7, 2011, Mr. Bin Fu resigned as the Registrant’s chief financial officer. The decision by Mr. Fu to resign from his position was not the result of any material disagreement with the Registrant on any matter relating to the Registrant’s operations, policies or practices.

Appointment of Officer

Effective March 7, 2011, the Registrant’s board of directors appointed Mr. Steven Shixian Wang to fill the vacancy created by the resignations of Mr. Fu.

Mr. Wang is currently the chief financial officer of China Healthcare Acquisition Corp., to which he was appointed in June 2006. He has also been the president of Superior Pacific Corp. since February 1993. From January 2007 to December 2010, Mr. Wang was the general manager of Zencogen Corp., a development stage biotech company in Ithaca, New York, and the managing director and chief financial officer of Eco Energy Partners, Inc., a development stage clean energy company in California. None of these companies is related to or affiliated with the Registrant. Mr. Wang graduated with a bachelor degree in English from Shanghai Normal University in 1968 and obtained a Master’s Degree in Accountancy from California State University, Northridge, in 1986.

In connection with his appointment, Mr. Wang entered into an Employment Agreement with the Registrant on March 7, 2011, pursuant to which Mr. Wang will serve as the chief financial officer of the Registrant on an at-will basis, terminable at any time by the Registrant or Mr. Wang for any or no reason upon a 30-day written notice. As consideration for his services, Mr. Wang will receive an annual compensation of $100,000, payable in monthly installments of $8,333 commencing on March 31, 2011, as well as a one-time grant of 10,000 restricted shares of the Registrant’s common stock, par value $.001 per share (the “Shares”), subject to the terms of a Restricted Stock Agreement. Mr. Wang will also be reimbursed for certain expenses to be agreed to in writing between him and the Registrant. In addition, Mr. Wang is entitled to indemnification pursuant to an Indemnification Agreement. During his employment, Mr. Wang is subject to certain restrictive covenants, including (i) prohibition against engaging in any work that conflicts with the Registrant and its business and soliciting customers, potential customers and employees of the Registrant, (ii) requirement to maintain confidential information of the Registrant, and (iii) requirement to transfer to the Registrant any invention that relate in any way to his employment or to the Registrant’s business. A copy of the Employment Agreement is included with this current report as Exhibit 99.1.

In connection with the Shares granted to him as part of his compensation under the Employment Agreement, Mr. Wang entered into a Restricted Stock Agreement with the Registrant on March 7, 2011. Under this agreement, the Shares shall vest in 18 monthly installments on the last day of each month commencing on March 31, 2011, provided that on the first anniversary of the closing date of an underwritten public offering of the Registrant’s securities, all unvested Shares shall immediately vest. Other than transfers to certain immediate family members, the Registrant has a right of first refusal to purchase any Shares that Mr. Wang desires to transfer during his lifetime. In addition, in connection with any registration of the Registrant’s securities under the Securities Act of 1933, Mr. Wang agrees not to sell or otherwise dispose of any of the Shares for a period of 180 days following the effective date of such registration. If Mr. Wang attempts to transfer the Shares in breach of such provisions, or if his employment is terminated, the Registrant has a right to repurchase all unvested Shares at the time of his breach or employment termination, at a price equal to the then applicable par value of the Shares. A copy of the Restricted Stock Agreement is included with this current report as Exhibit 99.2.

Pursuant to his right to indemnification under the Employment Agreement, Mr. Wang entered into an Indemnification Agreement with the Registrant on March 7, 2011, pursuant to which the Registrant agrees to indemnify Mr. Wang against all expenses and liabilities reasonably incurred by him in connection with the investigation, defense, settlement or appeal of any proceeding that he is made, or threatened to be made, a party to because of his employment with the Registrant or his action during the course of such employment, to the extent such expenses and/or liabilities have not already been paid by the Registrant, and provided that Mr. Wang properly seeks indemnification from the Registrant pursuant to the terms of the Indemnification Agreement. The Registrant, however, is not obligated to indemnify Mr. Wang for: (i) any proceeding initiated or brought voluntarily by Mr. Wang (subject to certain exceptions), (ii) any expenses that he incurs to enforce the Indemnification Agreement if such enforcement effort is deemed by a court to be lacking in good faith or frivolous, (iii) any amount paid in settlement of any proceeding without the prior written consent of the Registrant, (iv) any expenses associated with any proceeding related to sales and/or purchase by Mr. Wang of the Registrant’s securities within the meaning of Section 16(b) of the Securities Act of 1934, as amended, or (v) any expenses for which payment is prohibited by applicable law. The Registrant also agrees to obtain directors’ and officers’ liability insurance, and to maintain such insurance during Mr. Wang’s employment. A copy of the Indemnification Agreement is included with this current report as Exhibit 99.3.

Item 8.01 Other Events.

On March 10, 2011, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.4, and the information in Exhibit 99.4 is incorporated herein by reference.

The information in Item 8.01 in this Current Report on Form 8-K and Exhibit 99.4 attached hereto shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01   Financial Statements and Exhibits

Exhibit  Number	Description
99.1	Employment Agreement of Mr. Steven Shixian Wang dated March 7, 2011
99.2	Restricted Stock Agreement of Mr. Steven Shixian Wang dated March 7, 2011
99.3	Indemnification Agreement of Mr. Steven Shixian Wang dated March 7, 2011
99.4	Press release dated March 10, 2011

SIGNATURES

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

Date: March 10, 2011	Orient Petroleum and Energy, Inc. (Registrant)
	By:	/s/ Anping Yao
		Anping Yao
		Chief Executive Officer

EX-99.1

Exhibit 99.1

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”), effective as of March 7, 2011 (the “Effective Date”), is between ORIENT PETROLEUM AND ENERGY, INC. (the “Company”), a Nevada corporation, and STEVEN SHIXIAN WANG (the “Executive”). Unless otherwise specified, capitalized terms used in this Agreement are defined in Section 22.

1.           Term of Employment – At Will. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby agrees to employ Executive, and Executive hereby agrees to be employed by the Company, at will with no fixed termination date and terminable by either party at any time for any or no reason.

2.           Duties and Responsibilities. During his employment, Executive shall serve as the Company’s Chief Financial Officer and shall perform the customary duties of such position and such other duties as may be reasonably assigned to Executive by the Board and shall exercise such supervision and powers over and with regard to the business of the Company customarily associated with such position. Executive shall be based in Northridge, California, although the parties understand that reasonable travel shall be required in the performance of Executive’s duties under this Agreement. Executive shall devote Executive’s full and exclusive business time (as opposed to personal time), energy, and ability to the business of Company, and shall perform Executive’s duties faithfully and in compliance with the law. Executive shall not serve as the Chief Financial Officer or perform duties customary of such position for any other Public Company, provided that subject to the approval of the Board (which shall not be unreasonably withheld, but may be reasonably reviewed from time to time and withdrawn based on such reasonable review), it shall not be a violation of this Agreement for Executive to serve on other corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and manage personal investments. If Executive’s employment with the Company terminates for any reason, Executive shall immediately resign all positions that Executive then holds with the Company or any of its Affiliates. If Executive fails to so resign, the Board shall thereupon have the right to remove Executive from all such positions without further action or notice.

3.           Compensation and Benefits.

(a)           Base Salary. During Executive’s employment, Executive’s annual base salary (“Base Salary”) shall be $100,000, payable on a monthly basis at the end of each month commencing March 31, 2011, except that Executive agrees and acknowledges that the Base Salary for the period from the Effective Date until the first anniversary thereof shall include any and all compensation owing to him, if any, for any and all consulting services provided by Executive to the Company Group through the Effective Date. The Base Salary shall be subject to review at least annually and may be increased (but not decreased) by the Committee in its sole discretion. Notwithstanding the foregoing, Executive’s Base Salary may be decreased in accordance with a uniform reduction in base salaries applicable to all senior executives of the Company.

(b)           One-time Equity Grant. As an inducement for Executive to enter into this Agreement, Executive shall receive, on March 7, 2011 (the “Grant Date”), a one-time grant of 10,000 restricted shares of the Company’s common stock, par value $.001 per share (the “Grant”), subject to terms of the restricted stock agreement in the form attached as Exhibit A.

(c)           Business Expenses. The Company shall reimburse Executive for such reasonable travel and other business expenses incurred by Executive during his employment, upon presentation by Executive of such documentation and records as the Company shall from time to time require, , provided that such expenses are incurred in the performance of Executive’s duties to the Company under this Agreement and are incurred for business reasons and accounted for in accordance with the Company’s policy.

(d)           Indemnification. Executive shall be entitled to indemnification in accordance with the Indemnification Agreement in the form attached as Exhibit B, provided Executive executes the Indemnification Agreement no later than the Effective Date.

4.           Termination of Employment. Executive’s employment with the Company is at will, and may be terminated by either party without any breach of this Agreement at any time for any or no reason upon 30 days’ prior written notice to the other party.

5.           Compensation After Termination of Employment. Upon termination of Executive’s employment under this Agreement, the Company shall pay Executive (or such payee as Executive designates in writing or Executive’s estate) any Base Salary for services rendered to the date of termination and any accrued but unpaid expenses required to be reimbursed under this Agreement. Executive’s rights with respect to the Grant at the time of termination shall be determined and paid in accordance with the terms of the restricted stock agreement in the form attached as Exhibit A.

6.           Survival. The termination of Employee’s employment shall not impair the rights or obligations of any party to this Agreement which shall have accrued under this Agreement prior to such termination.

7.           Restrictive Covenants.

(a)           Confidentiality. During and after Executive’s employment, Executive shall not use or disclose to any individual or entity any Confidential Information except (A) in the performance of Executive’s duties for the Company, (B) as authorized in writing by the Company, or (C) as required by law, so long as prior written notice of such required disclosure is delivered to the Company and all reasonable efforts to preserve the confidentiality of such information shall be made. “Confidential Information” means all secret or confidential information, knowledge, or data relating to the Company and all of its subsidiaries, partnerships, joint ventures, limited liability companies, and other Affiliates (the “Company Group”) (including, without limitation, any proprietary and not publicly available information concerning any processes, methods, trade secrets, intellectual property, research secret data, costs, names of users or purchasers of their respective products or services, business methods, operating or manufacturing procedures, or programs or methods of promotion and sale) that Executive has obtained or obtains during Executive’s employment and that is not public knowledge (other than as a result of Executive’s violation of this Section 7(a)).

(b)           No Conflict of Interest. During Executive’s employment, Executive shall not engage in any work, paid or unpaid, that creates an actual conflict of interest with the Company Group. Such work shall include, but is not limited to, directly or indirectly competing with the Company Group in any way, or acting as an officer, director, employee, consultant, stockholder, volunteer, lender, or agent of any business enterprise of the same nature as, or which is in direct competition with, the business in which the Company Group is now engaged or in which the Company Group becomes engaged during Executive’s employment. If the Company reasonably determines such a conflict exists during Executive’s employment, the Company may ask Executive to choose to discontinue the other work or resign employment with Company without Good Reason. In addition, Executive agrees not to refer any client or potential client of the Company Group to competitors of the Company Group, without obtaining Company’s prior written consent, during Executive’s employment.

(c)           Non-Solicitation. Executive understands and agrees that significant information regarding the Company Group’s employees and customers is treated as confidential and constitutes trade secrets. As such, during Executive’s employment and for a period of two years thereafter, Executive agrees not to, directly or indirectly, separately or in association with others, use any Confidential Information to interfere with, impair, disrupt or damage the Company Group’s relationship with any of its customers or prospective customers. During Executive’s employment and for a period of two years thereafter, Executive further agrees not to, directly or indirectly, separately or in association with others, damage the Company Group’s relationships with its employees by soliciting such employees to leave the employ of the Company Group.

(d)           Non-Disparagement. During and after Executive’s employment, Executive shall not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of the Company Group, as well as Company Group’s employees, officers, directors, agents, successors and assigns.

(e)           Inventions. All plans, discoveries and improvements, whether patentable or unpatentable, made or devised by Executive, whether alone or jointly with others, from the Effective Date and continuing until the end of any period during which Executive is employed by the Company Group, relating or pertaining in any way to Executive’s employment with or the business of the Company Group (each, an “Invention”), shall be promptly disclosed in writing to the Secretary of the Company and are hereby transferred to and shall redound to the benefit of the Company and shall become and remain its sole and exclusive property. Executive agrees to execute any assignment to the Company or its nominee, of Executive’s entire right, title and interest in and to any Invention and to execute any other instruments and documents requisite or desirable in applying for and obtaining patents, trademarks or copyrights, at the expense of the Company, with respect thereto in the United States and in all foreign countries, that may be required by the Company. Executive further agrees, during and after Executive’s employment, to cooperate to the extent and in the manner required by the Company, in the prosecution or defense of any patent or copyright claims or any litigation, or other proceeding involving any trade secrets, processes, discoveries or improvements covered by this covenant, but all necessary expenses thereof shall be paid by the Company.

(f)           Acknowledgment and Enforcement. Executive acknowledges and agrees that (i) the purpose of the foregoing covenants is to protect the goodwill, trade secrets, and Confidential Information of the Company Group; (ii) because of the nature of the business in which the Company Group is engaged and because of the nature of the Confidential Information to which Executive has access, the Company Group would suffer irreparable harm and it would be impractical and excessively difficult to determine the actual damages of the Company Group in the event Executive breached any of the covenants of this Section 7; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under this Section 7 would be inadequate. Executive therefore agrees and consents that (I) if Executive commits any breach of the covenant under Section 7(b) and the Company does not ask Executive to choose to discontinue the other work or forfeit the remaining severance benefits as allowed under Section 7(b), or (II) if Executive commits any breach of a covenant under this Section 7 or threatens to commit any such breach at any time, the Company shall have the right (in addition to, and not in lieu of, any other right or that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage.

(g)           Effect of Termination of Employment. Notwithstanding the provisions of Section 4(e) of this Agreement, the period of Executive’s employment for purposes of determining the applicability of the restrictions contained in Section 7 of this Agreement shall include the period during which Executive consulted for the Company prior to the Effective Date as well as any period during which Executive is employed by the Company’s successors or assigns. Upon termination of employment, as defined herein and for whatever cause, Executive shall immediately deliver to the Company or its successors or assigns, all Company property, including without limitation all Confidential Information as defined above.

8.           Cooperation Following Termination of Employment. Executive agrees that, for five years following termination of employment for any reason, Executive shall assist and cooperate with the Company with regard to any matter or project in which Executive was involved during Executive’s employment, including but not limited to any litigation that may be pending or arise after such termination of employment. Further, Executive agrees to notify the Company at the earliest reasonable opportunity of any contact that is made by any third parties concerning any such matter or project. The Company shall not unreasonably request such cooperation of Executive and shall cooperate with Executive in scheduling any assistance by Executive taking into account and not unreasonably interfering with Executive’s business and personal affairs and shall reasonably compensate Executive for any time spent or expenses associated with such cooperation and assistance.

9.           Withholding of Taxes. The Company shall withhold from any compensation and benefits payable under this Agreement all applicable federal, state, local, or other taxes.

10.           Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the Company, Executive and their respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. The Company shall cause any successor to all or substantially all of its assets or business to assume this Agreement.

11.           Governing Law. This Agreement is being made and executed in and is intended to be performed in the State of Nevada, and shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Nevada without regard to its conflict or choice of law rules.

12.           Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. If any part of this Agreement is found to be unreasonable, then it may be amended by appropriate order of a court of competent jurisdiction to the extent deemed reasonable.

13.           Notices. Any notice, request, claim, demand, document and other communication under this Agreement to any party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent, by telex, telecopy, facsimile transmission, or certified or registered mail, postage prepaid, as follows:

If to the Company, addressed to:

1 Xingqing Road, Cuiting Plaza, Suite 2201

Xi’an, Shaanxi Province

People’s Republic of China

Attn: Chief Executive Officer

Fax: + (86) 29-83280286

With a copy to (which shall not constitute notice):

LKP Global Law, LLP

1901 Avenue of the Stars, Suite 480

Los Angeles, California 90067

Attn: Kevin K. Leung, Esq.

Fax: (424) 239-1882

If to Executive, at the home address most recently communicated by Executive to the Company in writing;

or at any other address as any party shall have specified by notice in writing to the other parties in accordance herewith.

14.           Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same Agreement. This Agreement shall not become enforceable until executed by the Company.

15.           Entire Agreement. The terms of this Agreement and the exhibits and attachments hereto are intended by the parties to be the final expression of their agreement with respect to the employment of Executive by the Company, may not be contradicted by evidence of any prior or contemporaneous agreement, and supersedes any and all prior agreements. The parties further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement or the exhibits and attachments hereto.

16.           Amendments; Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by Executive and an independent director of the Company or by an arbitrator or court seeking to render enforceable through “judicial” modification an otherwise unenforceable provision. By an instrument in writing similarly executed, Executive or the Company may waive compliance by the other party with any provision of this Agreement that such other party was or is obligated to comply with or perform, so long as such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power under this Agreement shall preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.

17.           Arbitration. The Company and Executive agree to attempt to resolve any dispute between them quickly and fairly. Any dispute related to this Agreement which remains unresolved shall be resolved exclusively by final and binding arbitration conducted in Los Angeles, California, pursuant to the then-current rules of the American Arbitration Association with respect to employment disputes. The Company and Executive shall bear equally any and all costs of the arbitration process, and the non-prevailing party shall pay any attorneys’ fees incurred by the prevailing party with regard to such arbitration.

18.           No Inconsistent Actions; Cooperation.

(a)           The parties shall not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essential intent of this Agreement. Furthermore, it is the intent of the parties to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement.

(b)           Each of the parties shall cooperate and take such actions, and execute such other documents as may be reasonably requested by the other in order to carry out the provisions and purposes of this Agreement.

19.           Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no succession had taken place if such assumption does not occur as a matter of law.

20.           Certain Definitions.

(a)           “Affiliate” means any entity in which the Company has a significant ownership interest as determined by the Committee.

(b)           “Base Salary” is defined in Section 3(a).

(c)           “Board” means the Board of Directors of the Company.

(d)           “Committee” means the Compensation Committee of the Board.

(e)           “Company Group” is defined in Section 7(a).

(f)           “Confidential Information” is defined in Section 7(a).

(g)           “Grant” is defined in Section 3(b).

(h)           “Grant Date” is defined in Section 3(b).

(i)“Public Company” means any company with a class of securities registered pursuant to Section 12 of, or is subject to the requirements of Section 15(d) of, the Securities Exchange Act of 1934, as amended.

[Signatures follow.]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

ORIENT PETROLEUM AND ENERGY, INC.
By:	/s/ Anping Yao
	Name: Anping Yao
	Title:   Chief Executive Officer and Chairman of the Board

EXECUTIVE

/s/ Steven Shixian Wang

Steven Shixian Wang

EX-99.2

Exhibit 99.2

ORIENT PETROLEUM AND ENERGY, INC.

RESTRICTED STOCK AGREEMENT

This Restricted Stock Agreement (“Agreement”) is made and entered into as of the date set forth below, by and between Orient Petroleum and Energy, Inc., a Nevada corporation (the “Company”) and the employee of the Company named in Section 1(b) (“Grantee”).

In consideration of the covenants herein set forth, the parties hereto agree as follows:

1.             Stock Grant Information.

(a)Grant Date: March 7, 2011

(b)Grantee: Steven Shixian Wang

(c)Number of Shares: 10,000

(d)Original Value: $8.40

2.           Shares; Value.  The Company hereby grants to Grantee, upon and subject to the terms and conditions herein stated, the number of shares of Stock set forth in Section 1(c) (the “Shares”), which Shares have a fair value per share (“Original Value”) equal to the amount set forth in Section 1(d). For the purpose of this Agreement, the terms “Share” or “Shares” shall include the original Shares plus any shares derived therefrom, regardless of the fact that the number, attributes or par value of such Shares may have been altered by reason of any recapitalization, subdivision, consolidation, stock dividend or amendment of the corporate charter of the Company. The number of Shares covered by this Agreement and the Original Value thereof shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a recapitalization, subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected without receipt of consideration by the Company.

3.           Vesting.  The Shares shall vest in eighteen (18) monthly installments, which shall be as nearly equal as possible, on the last day of the month beginning on March 31, 2011, provided that on the first anniversary of the closing date of an underwritten public offering by the Company of its securities, any unvested Shares shall immediately vest in full.  The vesting of the Shares shall be subject to the provisions of this Agreement, including those relating to Grantee’s continued employment with the Company and its Affiliates. If Grantee’s employment is terminated prior to the vesting in full of the Shares, any unvested portion of such Shares shall be subject to the Repurchase Right of the Company as set forth in Section 4.

3.            Investment Intent.  Grantee represents and agrees that Grantee is accepting the Shares for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof; and that, if requested, Grantee shall furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. If the Shares are registered under the Securities Act of 1933, as amended (the “Act”), Grantee shall be relieved of the foregoing investment representation and agreement and shall not be required to furnish the Company with the foregoing written statement.

4.             Restriction upon Transfer.  The Shares may not be sold, transferred or otherwise disposed of and shall not be pledged or otherwise hypothecated by Grantee except as hereinafter provided.

(a)           Repurchase Right on Termination of Employment.  For the purposes of this Section, a “Repurchase Event” shall mean an occurrence of (i) termination of Grantee's employment by the Company, voluntary or involuntary and with or without cause; or (ii) any attempted transfer by Grantee of the Shares, or any interest therein, in violation of this Agreement. Upon the occurrence of a Repurchase Event, the Company shall have the right (but not an obligation) to purchase all or any portion of the unvested Shares of Grantee, at a price equal to the par value of the Shares as of the date of the Repurchase Event (“Repurchase Right”).  In the event the Company elects to purchase such unvested Shares, the stock certificates representing the same shall be returned to the Company for cancellation.

(b)           Exercise of Repurchase Right.  Any Repurchase Right under Section 4(a) shall be exercised by giving notice of exercise as provided herein to Grantee. Such right shall be exercised, and the repurchase price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of the occurrence of such Repurchase Event (except in the case of termination of employment, where such option period shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including a check drafted on immediately available funds). Any Shares not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 4.

(c)           Right of First Refusal.  In the event Grantee desires to transfer any Shares during his or her lifetime, Grantee shall first offer to sell such Shares to the Company. Grantee shall deliver to the Company written notice of the intended sale, such notice to specify the number of Shares to be sold, the proposed purchase price and terms of payment, and grant the Company an option for a period of thirty (30) days following receipt of such notice to purchase the offered Shares upon the same terms and conditions. To exercise such option, the Company shall give notice of that fact to Grantee within the thirty (30) day notice period and agree to pay the purchase price in the manner provided in the notice. If the Company does not purchase all of the Shares so offered during foregoing option period, Grantee shall be under no obligation to sell any of the offered Shares to the Company, but may dispose of such Shares in any lawful manner during a period of one hundred and eighty (180) days following the end of such notice period, except that Grantee shall not sell any such Shares to any other person at a lower price or upon more favorable terms than those offered to the Company.

(d)           Acceptance of Restrictions.  Acceptance of the Shares shall constitute the Grantee's agreement to such restrictions and the legending of Grantee’s certificates with respect thereto. Notwithstanding such restrictions, however, so long as Grantee is the holder of the Shares, or any portion thereof, Grantee shall be entitled to receive all dividends declared on and to vote the Shares and to all other rights of a shareholder with respect thereto.

(e)           Permitted Transfers.  Notwithstanding any provisions in this Section 4 to the contrary, Grantee may transfer Shares subject to this Agreement to Grantee’s parents, spouse, children, or grandchildren, or a trust for the benefit of Grantee or any such transferee(s); provided, however, that such permitted transferee(s) shall hold the Shares subject to all the provisions of this Agreement (all references to Grantee herein shall in such cases refer mutatis mutandis to the permitted transferee, except in the case of clause (iv) of Section 4(a) wherein the permitted transfer shall be deemed to be rescinded); and provided further, that notwithstanding any other provisions in this Agreement, a permitted transferee may not, in turn, make permitted transfers without the written consent of Grantee and the Company.

5.            Representations and Warranties of Grantee.  This Agreement and the grant and issuance of the Shares hereunder is made by the Company in reliance upon the express representations and warranties of Grantee, which by acceptance hereof Grantee confirms that:

(a)           The Shares granted to him pursuant to this Agreement are being acquired by Grantee for Grantee’s own account, for investment purposes, and not with a view to, or for sale in connection with, any distribution of the Shares;

(b)           The Shares must be held by Grantee indefinitely unless they are subsequently registered under the Act and any applicable state securities laws, or an exemption from such registration is available. The Company is under no obligation to register the Shares or to make available any such exemption;

(c)           Grantee has had access to the financial statements or books and records of the Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial condition and to obtain additional information reasonably necessary to verify the accuracy of such information;

(d)           Unless and until the Shares represented by this Agreement are registered under the Securities Act, all certificates representing the Shares and any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following form:

THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN STOCK AWARD AGREEMENT DATED MARCH 7, 2011, BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.

and/or such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares shall also be placed with the Company's transfer agent; and

(e)           Grantee understands that Grantee will recognize income, for federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, as of the Grant Date, exceeds the price paid by Grantee, if any. The acceptance of the Shares by Grantee shall constitute an agreement by Grantee to report such income in accordance with then applicable law. Withholding for federal or state income and employment tax purposes will be made, if and as required by law, from Grantee’s then current compensation, or, if such current compensation is insufficient to satisfy withholding tax liability, the Company may require Grantee to make a cash payment to cover such liability.

6.             Lock-up Agreement.  Grantee agrees that, in connection with any registration of the Company's securities under the Act, and upon the request of the Company or any underwriter managing an underwritten offering of the Company's securities, Grantee shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other than such Shares as may be included in the offering) without the prior written consent of the Company or such managing underwriter, as applicable, for a period of 180 days following the effective date of registration of such offering. This Section 6 shall survive any termination of this Agreement.

7.             Termination of Agreement.  This Agreement shall terminate on the occurrence of any one of the following events: (a) written agreement of all parties to that effect; (b) a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving entity, or a sale of all or substantially all of the assets of the Company; or (c) dissolution, bankruptcy, or insolvency of the Company.

8.             Applicable Law.  This Agreement shall be governed by the laws of the State of Nevada and subject to the exclusive jurisdiction of the courts therein.

9.             Miscellaneous.

(a)           Notices.  Any notice required to be given pursuant to this Agreement shall be in writing and shall be deemed to have been duly delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to Grantee at the last address provided by Grantee for use in the Company's records.

(b)           Entire Agreement.  This instrument constitutes the sole agreement of the parties hereto with respect to the Shares. Any prior agreements, promises or representations concerning the Shares not included or reference herein shall be of no force or effect. This Agreement shall be binding on, and shall inure to the benefit of, the Parties hereto and their respective transferees, heirs, legal representatives, successors, and assigns.

(c)           Enforcement.  This Agreement shall be construed in accordance with, and governed by, the laws of the State of Nevada and subject to the exclusive jurisdiction of the courts located in the State of Nevada. If Grantee attempts to transfer any of the Shares subject to this Agreement, or any interest in them in violation of the terms of this Agreement, the Company may apply to any court for an injunctive order prohibiting such proposed transaction, and the Company may institute and maintain proceedings against Grantee to compel specific performance of this Agreement without the necessity of proving the existence or extent of any damages to the Company. Any such attempted transaction shares in violation of this Agreement shall be null and void.

(d)           Validity of Agreement.  The provisions of this Agreement may be waived, altered, amended, or repealed, in whole or in part, only on the written consent of all parties hereto. It is intended that each section of this Agreement shall be viewed as separate and divisible, and in the event that any Section shall be held to be invalid, the remaining sections shall continue to be in full force and effect.

ORIENT PETROLEUM AND ENERGY, INC.
By:	/s/ Anping Yao
Its:	Chief Executive Officer and Chairman of the Board

ACCEPTANCE OF AGREEMENT

Grantee hereby voluntarily and knowingly accepts this Agreement and the Shares granted to him or her under this Agreement subject to all provisions of this Agreement.

/s/ Steven Shixian Wang 

Grantee’s Signature

March 7, 2011 

Date

EX-99.3

Exhibit 99.3

ORIENT PETROLEUM AND ENERGY, INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement, dated as of March 7, 2011, is made by and between Orient Petroleum and Energy, Inc., a Nevada corporation (the “Company”), and Steven Shixian Wang (the “Indemnitee”).

RECITALS

A.           The Company and Indemnitee recognize the difficulties associated with obtaining liability insurance for the Company’s directors, officers, employees and other agents, including the rising cost of such insurance and the general reductions in the coverage of such insurance;

B.           The Company and Indemnitee recognize the substantial increase in corporate litigation in general, subjecting directors, officers, employees and other agents to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited;

C.           The Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors, officers, employees and agents of the Company and its subsidiaries and wishes to indemnify its directors, officers, employees and other agents to the maximum extent permitted by law;

D.           Section 78.7502 of the Nevada Revised Statutes of the State of Nevada, under which the Company is organized (“Section 78.7502”), empowers the Company to indemnify its directors, officers, employees and agents by agreement and to indemnify persons who serve, at the request of the Company, as the directors, officers, employees or agents of other corporations or enterprises, and expressly provides that the indemnification provided by Section 78.7502 is not exclusive; and

E.           In order to induce Indemnitee to serve or continue to serve as a director, officer, employee or agent of the Company and/or one or more subsidiaries of the Company free from undue concern for claims for damages arising out of or related to such services to the Company and/or one or more subsidiaries of the Company, the Company has determined and agreed to enter into this Agreement with Indemnitee.

AGREEMENT

NOW, THEREFORE, Indemnitee and the Company hereby agree as follows:

1.           Definitions. As used in this Agreement:

(a)           “Agent” means any person who is or was a director, officer, employee or other agent of the Company or a subsidiary of the Company; or is or was serving at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company as a director, officer, employee or agent of another foreign or domestic corporation, limited liability company, partnership, joint venture, employee benefit plan, trust, nonprofit entity or other enterprise; or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the Company or a subsidiary of the Company, or was a director, officer, employee or agent of another enterprise at the request of, for the convenience of, or to represent the interests of such predecessor corporation.

(b)           “Board” means the Board of Directors of the Company.

(c)           A “Change of Control” shall mean the occurrence of (a) an acquisition after the date hereof by an individual or legal entity or group (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting securities of the Company, (b) a replacement at one time or over time of more than one-half of the members of the Board which is not approved by a majority of those individuals who are members of the Board on the date hereof (or by those individuals who are serving as members of the Board on any date whose nomination to the Board was approved by a majority of the members of the Board who are members on the date hereof), (c) the merger, consolidation or sale of fifty percent (50%) or more of the assets of the Company or any Subsidiary in one or a series of related transactions with or into another entity (other than an entity controlled by the Company), or (d) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth above in (a), (b) or (c).

(d)           “Disinterested Director” means a director of the Company who is not and was not a party to the matter in respect of which indemnification is sought by Indemnitee.

(e)           “Expenses” shall include all out of pocket costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements), actually and reasonably incurred by Indemnitee in connection with either the investigation, defense or appeal of a Proceeding or establishing or enforcing a right to indemnification under this Agreement, or Section 78.7502 or otherwise; provided, however, that “Expenses” shall not include any judgments, fines, ERISA excise taxes or penalties, or amounts paid in settlement of a Proceeding.

(f)           “Independent Counsel” means a law firm, or a partner (or, if applicable, member) of such a law firm, or an independent practitioner, that is experienced in matters of corporation law. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(g)           “Proceeding” means any threatened, pending, or completed action, suit or other proceeding, whether civil, criminal, administrative, or investigative.

(h)           “Subsidiary” means any corporation of which more than 50% of the outstanding voting securities is owned directly or indirectly by the Company, by the Company and one or more other subsidiaries, or by one or more other subsidiaries.

2.           Agreement to Serve. Indemnitee agrees to serve and/or continue to serve as an Agent of the Company, at its will (or under separate agreement, if such agreement exists), in the capacity Indemnitee serves as an Agent of the Company as of the date of this Agreement, so long as Indemnitee is duly appointed or elected and qualified in accordance with the applicable provisions of the By-laws of the Company or any subsidiary of the Company or until such time as Indemnitee tenders his or her resignation in writing; provided, however, that nothing contained in this Agreement is intended to create any right to continued employment or other service with the Company by Indemnitee.

3.           Liability Insurance.

(a)           Maintenance of D&O Insurance. The Company hereby covenants and agrees that, so long as Indemnitee shall continue to serve as an Agent of the Company and thereafter so long as Indemnitee shall be subject to any possible Proceeding by reason of the fact that Indemnitee was an Agent of the Company, the Company, subject to Section 3(c), shall promptly obtain and maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established and reputable insurers, as more fully described below.

(b)           Rights and Benefits. In all policies of D&O Insurance, Indemnitee shall qualify as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s independent directors (as defined by the insurer) if Indemnitee is such an independent director; of the Company’s non-independent directors if Indemnitee is not an independent director; of the Company’s officers if Indemnitee is an officer of the Company; or of the Company’s key employees, if Indemnitee is not a director or officer but is a key employee. If Indemnitee is not a director, officer or an employee of the Company, but rather is another agent of the Company, Indemnitee shall have rights and benefits under the D&O Policy as are reasonable and customary for agents serving in such a capacity.

(c)           Limitation on Required Maintenance of D&O Insurance. Notwithstanding the provisions of Sections 3(a) and 3(b) hereof, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that: such insurance is not reasonably available; the premium costs for such insurance are disproportionate to the amount of coverage provided; the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit; Indemnitee is covered by similar insurance maintained by a subsidiary of the Company; the Company is to be acquired and a tail policy of reasonable terms and duration is purchased for pre-closing acts or omissions by Indemnitee; or the Company is to be acquired and D&O Insurance will be maintained by the acquirer that covers pre-closing acts and omissions by Indemnitee.

4.           Mandatory Indemnification. Subject to the terms of this Agreement:

(a)           Third Party Actions. If Indemnitee is a person who was or is a party or is threatened to be made a party to, or is otherwise involved in, any Proceeding (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by Indemnitee in any such capacity, the Company shall indemnify Indemnitee against all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding.

(b)           Actions where Indemnitee is Deceased. If Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by Indemnitee in any such capacity, and if, prior to, during the pendency of or after completion of such Proceeding Indemnitee is deceased, the Company shall indemnify Indemnitee’s heirs, executors and administrators against all Expenses and liabilities of any type whatsoever to the extent Indemnitee would have been entitled to indemnification pursuant to this Agreement were Indemnitee still alive.

(c)           Certain Terminations. The termination of any Proceeding or of any claim, issue, or matter therein by judgment, order, settlement, or conviction, or upon a plea of nolocontendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(d)           Limitations. Notwithstanding the provisions of Sections 4(a), 4(b) and 4(c) hereof, the Company shall not be obligated to indemnify Indemnitee for Expenses or liabilities of any type whatsoever for which payment (and the Company’s indemnification obligations under this Agreement shall be reduced by such payment) is actually made to or on behalf of Indemnitee, by the Company or otherwise, under an insurance policy, or under a valid and enforceable indemnity clause, by law or agreement; and, in the event the Company has previously made a payment to Indemnitee for an Expense or liability of any type whatsoever for which payment is actually made to or on behalf of Indemnitee under an insurance policy, or under a valid and enforceable indemnity clause, by law or agreement, Indemnitee shall return to the Company the amounts subsequently received by the Indemnitee from such other source of indemnification.

5. Indemnification for Expenses in a Proceeding in Which Indemnitee is Wholly or Partly Successful.

(a)           Successful Defense. Notwithstanding any other provisions of this Agreement, to the extent Indemnitee has been successful, on the merits or otherwise, in defense of any Proceeding (including, without limitation, an action by or in the right of the Company) in which Indemnitee was a party by reason of the fact that Indemnitee is or was an Agent of the Company at any time, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection with the investigation, defense or appeal of such Proceeding.

(b)           Partially Successful Defense. Notwithstanding any other provisions of this Agreement, to the extent that Indemnitee is a party to or a participant in any Proceeding (including, without limitation, an action by or in the right of the Company) in which Indemnitee was a party by reason of the fact that Indemnitee is or was an Agent of the Company at any time and is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection with each successfully resolved claim, issue or matter.

(c)           Dismissal. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

6.           Notice and Other Indemnification Procedures.

(a)           Notice by Indemnitee. Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, Indemnitee shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof.

(b)           Insurance. If the Company receives notice pursuant to Section 6(a) hereof of the commencement of a Proceeding that may be covered under D&O Insurance then in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies.

(c)           Defense. In the event the Company shall be obligated to pay the Expenses of any Proceeding against Indemnitee, the Company shall be entitled to assume the defense of such Proceeding, with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at Indemnitee’s expense; and (ii) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company has authorized the employment of counsel by Indemnitee at the expense of the Company, (B) Indemnitee shall have reasonably concluded based on the written advice of Indemnitee’s legal counsel that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (C) after a Change of Control not approved by a majority of the members of the Board who were directors immediately prior to such Change of Control, the employment of counsel by Indemnitee has been approved by Independent Counsel, or (D) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding.

7.           Right to Indemnification.

(a)           Determination of Right to Indemnification. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is (i) reasonably available to Indemnitee, (ii) reasonably necessary and (iii) not privileged or otherwise protected from disclosure to determine whether and to what extent Indemnitee is entitled to indemnification. Upon written request by Indemnitee for indemnification pursuant to the preceding sentence, a determination with respect to Indemnitee’s entitlement thereto shall be made as follows: (i) if requested by Indemnitee, by Independent Counsel, or (ii) if no request is made by Indemnitee for a determination by Independent Counsel, (A) by the Board by a majority vote of a quorum consisting of the Disinterested Directors, or (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (C) if a quorum of Disinterested Directors so directs, by the stockholders of the Company. In the event the determination of entitlement to indemnification is to be made by Independent Counsel at the request of Indemnitee, the Independent Counsel shall be selected by the Board unless there shall have occurred within two (2) years prior to the date of the commencement of the action, suit or proceeding for which indemnification is claimed a “Change of Control”, in which case the Independent Counsel shall be selected by Indemnitee unless Indemnitee shall request that such selection be made by the Board. Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding Indemnitee’s entitlement to indemnification under this Agreement.

(b)           Application to Court. If (i) the claim for indemnification of Expenses is denied, in whole or in part, (ii) no disposition of such claim is made by the Company within sixty (60) days after the request therefor or (iii) payment of indemnification is not made pursuant to Section 5 of this Agreement, Indemnitee shall have the right to apply to the court in which the Proceeding is or was pending or any other court of competent jurisdiction, for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement.

(c)           Expenses Related to the Enforcement or Interpretation of this Agreement. The Company shall indemnify Indemnitee against all reasonable Expenses incurred by Indemnitee in connection with any hearing or proceeding under this Section 8 involving Indemnitee and against all reasonable Expenses incurred by Indemnitee in connection with any other proceeding between the Company and Indemnitee involving the interpretation or enforcement of the rights of Indemnitee under this Agreement, unless a court of competent jurisdiction finds that each of the claims and/or defenses of Indemnitee in any such proceeding was frivolous or made in bad faith.

8.           Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated:

(a)           Claims Initiated by Indemnitee. To indemnify Indemnitee with respect to Proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, with a reasonable allocation where appropriate, unless (i) such indemnification is expressly required to be made by law, (ii) the Proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the Nevada Revised Statutes of the State of Nevada or (iv) the Proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 78.7502 in advance of a final determination;

(b)           Lack of Good Faith. To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such Proceeding was not made in good faith or was frivolous;

(c)           Unauthorized Settlements. To indemnify Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding unless the Company provides its prior written consent to such settlement, which consent shall not be unreasonably withheld;

(d)           Claims Under Section 16(b). To indemnify Indemnitee for Expenses associated with any Proceeding related to, or the payment of profits made from, the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or

(e)           Payments Contrary to Law. To indemnify Expenses to Indemnitee for which payment is prohibited by applicable law.

9.           Non-Exclusivity. The provisions for indemnification of Expenses set forth in this Agreement shall not be deemed exclusive of any other rights which Indemnitee may have under any provision of law, the Company’s Articles of Incorporation or By-laws, the vote of the Company’s stockholders or Disinterested Directors, other agreements, or otherwise, both as to action in Indemnitee’s official capacity and as to action in another capacity while occupying Indemnitee’s position as an Agent of the Company, and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting as an Agent of the Company and shall inure to the benefit of the heirs, executors and administrators of Indemnitee.

10.           Permitted Defenses. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the Indemnitee has made an undertaking to repay any amounts advanced in the event that there shall be a final determination that Indemnitee is not entitled to indemnification by the Company) that the Indemnitee has not met the standard of conduct which makes it permissible under the Nevada Revised Statutes of the State of Nevada for the Company to indemnify the Indemnitee for the amount claimed (but the burden of proving such defense shall be on the Company) or that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 9 hereof. Neither the failure of the Company (including its Board, Independent Counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Revised Statutes of the State of Nevada, nor an actual determination by the Company (including its Board, Independent Counsel or stockholders) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct.

11.           Subrogation. In the event the Company is obligated to make a payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery under an insurance policy or any other indemnity agreement covering Indemnitee, who shall execute all documents required and take all action that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights (provided that the Company pays Indemnitee’s costs and expenses of doing so), including without limitation by assigning all such rights to the extent of such indemnification of Expenses.

12.           Survival of Rights.

(a)           All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an Agent of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding by reason of the fact that Indemnitee was serving in the capacity referred to herein.

(b)           The Company shall require any successor to the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

13.           Interpretation of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification to Indemnitee to the fullest extent permitted by law, including those circumstances in which indemnification would otherwise be discretionary.

14.           Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (i) the validity, legality and enforceability of the remaining provisions of the Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to Section 15 hereof.

15.           Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless it is in a writing signed by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

16.           Notice. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) upon delivery if delivered by hand to the party to whom such notice or other communication shall have been directed, (b) if mailed by certified or registered mail with postage prepaid, return receipt requested, on the third business day after the date on which it is so mailed, (c) one business day after the business day of deposit with a nationally recognized overnight delivery service, specifying next day delivery, with written verification of receipt, or (d) on the same day as delivered by confirmed facsimile transmission if delivered during business hours or on the next successive business day if delivered by confirmed facsimile transmission after business hours. Addresses for notice to either party shall be as shown on the signature page of this Agreement, or to such other address as may have been furnished by either party in the manner set forth above.

17.           Governing Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of Nevada as applied to contracts between Nevada residents entered into and to be performed entirely within Nevada.

18.           Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforcement is sought needs to be produced to evidence the existence of this Agreement.

The parties hereto have entered into this Indemnification Agreement effective as of the date first above written.

Indemnitee:		The Company:
		ORIENT PETROLEUM AND ENERGY, INC.
/s/ Steven Shixian Wang
Steven Shixian Wang
		By:	/s/ Anping Yao
Address:	18419 Sunburst Street		Anping Yao
	Northridge, California 91325	Title:	Chief Executive Officer and Chairman of the Board

EX-99.4

Exhibit 99.4

Orient Petroleum and Energy, Inc. Announces Appointment of New CFO

XI’AN, China, March 10, 2011-- Orient Petroleum and Energy, Inc. (OTC Bulletin Board: OPEI.OB) ("Orient Petroleum" or the "Company"),a leading non-state-owned, integrated energy company in China engaged in the wholesale distribution of finished oil products and the operation of retail gas stations,is pleased to announce the appointment of Mr. Steven Shixian Wang to the position of Chief Financial Officer, effective March 7, 2011.

Mr. Wang has been the chief financial officer of China Healthcare Acquisition Corp., since June 2006, and the president of Superior Pacific Corp. since February 1993. From January 2007 to December 2010, Mr. Wang was the general manager of Zencogen Corp., a development stage biotech company in Ithaca, New York, and the managing director and chief financial officer of Eco Energy Partners, Inc., a development stage clean energy company in California. Mr. Wang graduated with a bachelor degree in English from Shanghai Normal University in 1968 and obtained a master’s degree in accountancy from California State University, Northridge, in 1986.

"We are very pleased to have Mr. Wang join our management team to provide financial and strategic leadership to Orient Petroleum." stated Mr. Anping Yao, Chairman and CEO of the Company. "His background and experience will provide us with significant management strength and serve well as a bridge between the Company and the United States capital market."

About Orient Petroleum and Energy, Inc.

Orient Petroleum is a leading non-state-owned, integrated energy company in China engaged in the wholesale distribution of finished oil products and the operation of retail gas stations.

Safe Harbor Statement

This press release contains certain statements that may include "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are often identified by the use of forward-looking terminology such as "believes, expects, anticipate, optimistic, intend, will" or similar expressions. The Company's actual results could differ materially from those anticipated in these forward- looking statements as a result of a variety of factors, including those discussed in OPEI's periodic reports that are filed with the Securities and Exchange Commission and available on its website at http://www.sec.gov . All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

For more information, please contact:

Anna Shao, Investors Relations Officer

Orient Petroleum and Energy, Inc.

Tel:  +86 29 8231 5812

Email:  514220774@qq.com