Exhibit 10.21


 


Supplementary Agreement


 


Party A:         Premium Sino Finance Limited


 


Part B:            XIN Guo-Qiang, Chinese National ID
No.: 120109196309295511


 


Party C:          Ernest Ka-Kui Cheung, Hong Kong ID
No.: A904163(2)


 


WHEREAS:


 


1)              On
this date of October 12, 2007, International Petroleum Services
Corporation Limited (“International Petroleum”), held by Party C, signed this
contract with Party B as well as LIU Feng-Kai and LIU Feng-Shan with regards to
International Petroleum’s purchase of 100% of the shares of Tianjin New
Highland Science Development Co., Ltd. (“New Highland”). As this deal has
been approved by relevant authorities in China, New Highland has become  a solely foreign-invested company;


 


2)              After
the aforementioned purchase was completed, Party B and Party C came to a
consensus orally where Party B agreed to continue to serve as the CEO of New Highland
full time after the purchase, and Party C agreed to make additional payments to
Party B according to the actual business performance of New Highland in the
future, the specifics of which shall be determined through their negotiations
elsewhere;


 


3)              For
the purpose of going public, Party C undertook a series of restructuring and
held the 100% shares of Superport Limited registered in BVI (“Superport”),
which holds 100% shares of International Petroleum. International Petroleum
holds 100% shares of New Highland which has not completed its initial public
offering;


 


4)              As
of May 6, 2009, after negotiations between Party B and Party C, Party [·] agreed to
give up 90% of its shares of Superport to Premium Sino Finance Limited (“Party
A”), and 10% of its shares to Wise Worldwide Limited; the total amount of
consideration involved in the aforementioned transfer was 50 million HKD
(“Consideration in Year 2009”);


 


5)              Mr. LIU
Qing-Zeng (Chinese national) is the sole shareholder of Party A, holding 100%
of its shares. Meanwhile, after Party A’s purchase of Superport, LIU Qing-Zeng
entered into an oral contract specifying that, on the condition that New
Highland or its overseas holding company successfully goes public, LIU or Party
A shall pay a certain amount of compensation to Party C, the specifics of which
shall be determined through negotiations elsewhere;


 


6)              As
the compensation for Party C’s transfer of 90% of Superport shares to Premium
Sino (“Party A”), Party A agreed to abide by the conditions and methods set
forth under this Agreement, as well as agreeing to cover the payment that Party
C, under the provisions of Section 2) above, intended to make to Party B,
and to pay some compensation to Party C.


 


THEREFORE,


 


Through
friendly consultation, all the parties agreed to the terms as follows:


 


1.               All
parties agreed to take 4.5 times the audited net revenues of New Highland in
2007 as its value in the year of 2007 (“Year 2007 Value”), and 5 times the
average of audited net revenues of 2008 and 2009 as its value in the year of
2009 “Year 2009 Value”).


 

















 


2.               Given
the above methods of value determination, Party A agrees to deem the difference
of the Year 2009 Value minus the Year 2009 Consideration as the amount of
compensation to Party C (“Total Compensation”); meanwhile, given the fact that
Party A agreed to cover the payment that Party C agreed to make under the
conditions set forth in Section 2) above, all the parties agreed to set
forth the following methods in which payments shall be made to Party B and
Party C.


 


(1)          Payment
in the amount of Year 2007 Value minus 35.1 million RMB shall be made by Party
A to Party B (“Party B Amount”); as Party A already covered the payment
obligations that Party C originally promised to make, Party C henceforth no
longer needs to bear any obligations to pay incentives, compensations, or any
other moneys to Party B.


 


(2)          As
compensation, Party A shall pay Party C the amount of the difference between
Total Compensation and Party B Amount.


 


3.               The
payments that Party A agreed to make to Party B and Party C under the terms of
Section 2 above shall be made in cash, stocks or any other forms of asset
equivalents as consented by all parties; regardless of the asset forms in which
the payments are made or the methods under which the assets are valued, the
monetary value of amounts to be paid shall remain unchanged as determined by
the foregoing provisions.


 


4.               Pursuant
to the provisions under Section 2 above, the payments that Party A has
agreed to pay to Party B and Party C shall be deposited to the bank accounts
designated by Party B and Party C, respectively, within THREE (3) years
after the effective date of this Agreement; if the payments are overdue,
overdue interests shall be paid in full based on the length of the period that
payment is overdue and the annual interest rate of 3.5%.


 


5.               Party
B and Party C agree herein that, except for the rights defined and specified under
this supplementary Agreement, they no longer hold any financial or other
profit-related rights, either directly or indirectly, of the domestic or
overseas entities of the public companies (Tianjin New Highland Science
Development Co., Ltd., International Petroleum Services Corporation
Limited, Premium Sino Finance Limited).


 


6.               This
Agreement is subject to the jurisdiction of Hong Kong Special Administrative
Region.


 


7.               This
Agreement was signed in THREE (3) originals, and was entered into effect
on the date set forth below after signing by the parties. If any terms, between
either two or all three Parties, regarding pricing adjustments, compensation,
bonuses or incentives regarding the shares transfers of New Highland and/or
Superport are not in accordance with or contradict the provisions under this
Agreement, this Agreement shall be deemed as valid and binding.


 

















 


Party A: Premium Sino Finance Limited


 


 


	
  /s/ Liu
  Qingzeng

  	
   

  
	
   

  	
   

  
	
  (Name of
  Authorized Signatory)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name: Liu Qingzeng

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:  December 30,
  2009

  	
   

  



 


 

















 


Party B: XIN Guo-Qiang, Chinese National ID
No.: 120109196309295511


 


 


	
  /s/ Xin
  Guoqiang

  	
   

  
	
   

  	
   

  
	
  (Name of
  Authorized Signatory)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name: Xin Guoqiang

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date: December 30,
  2009

  	
   

  



 


 

















 


Party C: Ernest Ka-Kui Cheung, Hong Kong ID No.:
A904163(2)


 


 


	
  /s/ Ernest
  Ka-Kui Cheung

  	
   

  
	
   

  	
   

  
	
  (Name of
  Authorized Signatory)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name: Ernest Ka-Kui Cheung

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date: December 30,
  2009