Exhibit
10.1

    


    SUPPLEMENTAL
AGREEMENT

    


    This Supplemental Agreement (the “Agreement”), dated as
of February 18, 2009 (this "Agreement") is entered into by and between Sino
Charter Inc., a Nevada corporation (“Sino Charter”),
Qingqing Wu, Yuzhan Zheng and Matthew Hayden.  Each party to this
Agreement is referred to herein as a “Party,” and they are
referred to collectively as “Parties.”  The
share exchange transaction contemplated under the Share Exchange Agreement
described below is hereinafter referred to as the “Share
Exchange.”

    


    RECITALS

    


    WHEREAS, on February 13, 2009,
Peng Xiang Peng Fei Investments Limited, the Peng Xiang Shareholders (as defined
in the Share Exchange Agreement), Sino Charter and the Sino Charter Stockholders
(as defined in the Share Exchange Agreement) entered into that certain Share
Exchange Agreement for Sino Charter to acquire all of the issued equity
ownership shares of Peng Xiang from the Peng Xiang Shareholders in exchange for
14,560,000 shares of Sino Charter’s common stock, $0.00001 par value per share
(“Common
Stock”), and the Peng Xiang Shareholders desired to transfer and
contribute all of their equity ownership of Peng Xiang to Sino Charter in
exchange for the 14,560,000 shares of Sino Charter’s Common Stock;

    


    WHEREAS, prior to the closing
of the Share Exchange, Matthew Hayden was Sino Charter’s sole executive officer
and sole director, and that on February 18, 2009, the resignation of the Matthew
Hayden as Sino Charter’s sole executive officer and the appointments of Qingqing
Wu and Yushan Zheng as Sino Charter’s new executive officers became
effective;

    


    WHEREAS, the undersigned
Parties contemplated and agreed that Sino Charter’s Annual Report on Form 10-K
for the year ended November 30, 2008 (the “Form 10-K”) would be
filed on or before February 18, 2009 and prior to Matthew Hayden’s resignation
as Sino Charter’s sole executive officer and sole director;

    


    WHEREAS,  the Form
10-K has not been filed as of the date hereof and the undersigned Parties now
desire to reach further agreements in connection with the Share Exchange under
the terms and conditions set forth herein to extend Matthew Hayden’s service as
sole executive officer of Sino Charter in order to accommodate Mr. Hayden’s
completion, signing and filing of Form 10-K with the SEC while he is Sino
Charter’s sole executive officer and sole director, which filing shall occur no
later than February 23, 2009, and his resignation of sole executive officer on
either February 23, 2009 or immediately following the filing of the Form 10-K,
whichever occurs earlier.

    


     NOW THEREFORE in consideration
of valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each of the undersigned hereby agrees as follows:

    


    1.           Recitals.  The
foregoing recitals are hereby incorporated in and made a part of this Agreement
by this reference.

    


    2.           Re-appointment and
Resignation of Interim Sole Officer for the Filing of the Form
10-K.  The Parties hereby agree that Matthew Hayden (“Mr. Hayden”) shall be
re-appointed by Sino Charter’s board of directors (the “Board”) as Sino
Charter’s Chief Executive Officer, President, Chief Financial Officer and
Treasurer (collectively “Interim Sole
Officer”) for the sole purpose of the completion and filing of the Form
10-K with the SEC and that Mr. Hayden shall subsequently resign as the Interim
Sole Officer, under the following terms and conditions:

    


    (a)           The
Board shall adopt and approve written resolutions in the form attached hereto as
Exhibit A
re-appointing Mr. Hayden as Sino Charter’s Interim Sole Officer, effective as of
February 18, 2009 and acknowledging that such re-appointment shall only be
effective until Mr. Hayden’s resignation, which shall occur on either February
23, 2009 or immediately following the filing of the Form 10-K with the SEC,
whichever occurs earlier;

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b)           Mr.
Hayden agrees to undertake all necessary steps to immediately complete the Form
10-K, sign the Form 10-K as Sino Charter’s Interim Sole Officer and file the
Form 10-K with the SEC no later than February 23, 2009, and he further agrees to
resign as Sino Charter’s Interim Sole Officer on either February 23, 2009 or
immediately following the filing of the Form 10-K, whichever occurs earlier;
and

    


    (c)           Mr.
Hayden agrees to provide a new letter of resignation concurrent with the
execution of this Agreement and in the form attached hereto as Exhibit B, reflecting
his resignation as Sino Charter’s Sole Officer, which resignation shall be
effective on either February 23, 2009 or immediately following the filing of the
Form 10-K with the SEC, whichever occurs earlier, and confirming he has no claim
against Sino Charter in respect of any outstanding renumeration or fees of
whatever nature as of the effective date of his resignation.

    


    3.           Resignation and
Re-appointment of New Officers after the Filing of the Form
10-K.  The Parties hereby agree that Mr. Qingqing Wu (“Mr. Wu”) and Mr.
Yuzhan Zheng (“Mr.
Zheng”) shall temporarily resign in connection with Sino Charter’s Form
10-K filing and shall subsequently be re-appointed as Sino Charter’s executive
officers and/or director under the following terms and conditions:

    


    (a)           Mr.
Wu, by signing hereto, agrees to resign as Sino Charter’s Chief Executive
Officer, Chief Operating Officer, President and Chairman of the Board effective
February 18, 2009 and further agrees and acknowledges that he shall be
re-appointed as Sino Charter’s Chief Executive Officer, Chief Operating Officer,
President, Secretary and Chairman of the Board on either February 23, 2009 or
immediately following the filing of the Form 10-K with the SEC, whichever occurs
earlier;

    


    (b)           Mr.
Zheng, by signing hereto, agrees to resign as Sino Charter’s Chief Financial
Officer and Treasurer, effective on February 18, 2009, and further agrees and
acknowledges that he shall be re-appointed as Sino Charter’s Chief Financial
Officer and Treasurer either on February 23, 2009 or immediately following the
filing of the Form 10-K with the SEC, whichever is earlier; and

    


    (c)           The
Board shall adopt and approve written resolutions in the form attached hereto as
Exhibit A
concurrent with the execution of this Agreement accepting the temporary
resignations of Mr. Wu as Sino Charter’s Chief Executive Officer, Chief
Operating Officer, President, Secretary and Chairman of the Board, and Mr. Zheng
as Sino Charter’s Chief Financial Officer and Treasurer effective February 18,
2009, and also re-appointing each of them to those same respective executive
offices, effective on either February 23, 2009 or immediately following the
filing of the Form 10-K with the SEC, which occurs earlier.

     

    4.           Notices. Any and all
notices and other communications hereunder shall be in writing and shall be
deemed duly given to the Party to whom the same is so delivered, sent or mailed
at addresses and contact information set forth on the signature pages hereof (or
at such other address for a Party as shall be specified by like
notice).  Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of: (a) on the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile
number set forth on the signature pages attached hereto prior to 5:30 p.m.
(Pacific Standard Time) on a business day, (b) on the next business day after
the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number set forth on the signature pages attached
hereto on a day that is not a business day or later than 5:30 p.m. (Pacific
Standard Time) on any business day, (c) on the second business day following the
date of mailing, if sent by U.S. nationally recognized overnight courier service
or (d) upon actual receipt by the Party to whom such notice is required to be
given.

    


    5.           Interpretation. The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this
Agreement.  References to Sections and Articles refer to sections and
articles of this Agreement unless otherwise stated.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6.           Severability. If any
term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated and the Parties shall negotiate in good faith to modify this
Agreement to preserve each Party’s anticipated benefits under this
Agreement.

     

    7.           Miscellaneous. This
Agreement (together with all other documents and instruments referred to
herein): (a) constitutes the entire agreement and supersedes all other prior
agreements and undertakings, both written and oral, among the Parties with
respect to the subject matter hereof; (b) except as expressly set forth herein,
is not intended to confer upon any other person any rights or remedies hereunder
and (c) shall not be assigned by operation of law or otherwise, except as may be
mutually agreed upon by the Parties hereto.

    


    8.           Separate Counsel.
Each Party hereby expressly acknowledges that it has been advised to seek its
own separate legal counsel for advice with respect to this Agreement, and that
no counsel to any Party hereto has acted or is acting as counsel to any other
Party hereto in connection with this Agreement.

    


    9.           Governing Law. This
Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the State of California. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance with the internal laws of the State of
California, without regard to the principles of conflicts of law
thereof.  Each Party agrees that all legal proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by
this Agreement (whether brought against a Party hereto or its respective
affiliates, directors, officers, shareholders, employees or agents) shall be
commenced exclusively in the state and federal courts sitting in the City of Los
Angeles.  Each Party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of Los Angeles,
County of Los Angeles for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein (including with respect to the enforcement of the Agreement), and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such
court, that such suit, action or proceeding is improper or is
an  inconvenient venue for such proceeding.  Each Party
hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of
delivery) to such Party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall
be deemed to limit in any way any right to serve process in any other manner
permitted by law.  If either Party shall commence an action or
proceeding to enforce any provisions of the Agreement, then the prevailing Party
in such action or proceeding shall be reimbursed by the other Party for its
reasonable attorneys’ fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or
proceeding.

    


    10.           Counterparts and Facsimile
Signatures. This Agreement may be executed in two or more counterparts,
which together shall constitute a single agreement. This Agreement and any
documents relating to it may be executed and transmitted to any other Party by
facsimile, which facsimile shall be deemed to be, and utilized in all respects
as, an original, wet-inked manually executed document.

    


    11.           Amendment.  No
provision of this Agreement may be modified, supplemented or amended, nor may
any obligations hereunder be waived, except in a written instrument signed, in
the case of an amendment, modification or supplement, by each of Parties or, in
the case of a waiver, by the Party against whom enforcement of any such waived
provision is sought.

    


    12.           Parties In Interest.
Except as otherwise provided herein, the terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective heirs, legal
representatives, successors and assigns of the Parties hereto.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    13.           Waiver. No waiver by
any Party of any default or breach by another Party of any representation,
warranty, covenant or condition contained in this Agreement shall be deemed to
be a waiver of any subsequent default or breach by such Party of the same or any
other representation, warranty, covenant or condition. No act, delay, omission
or course of dealing on the part of any Party in exercising any right, power or
remedy under this Agreement or at law or in equity shall operate as a waiver
thereof or otherwise prejudice any of such Party’s rights, powers and remedies.
All remedies, whether at law or in equity, shall be cumulative and the election
of any one or more shall not constitute a waiver of the right to pursue other
available remedies.

     

    
      


    

    14.           Expenses. The Parties
hereto shall pay all of their own expenses relating to the transactions
contemplated by this Agreement, including, without limitation, the fees and
expenses of their respective counsel and financial advisers.

    


    [Signature
pages follow]

     

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have caused this Supplemental Agreement to the
Share Exchange Agreement to be duly executed as of the date first written
above.

    


    


    
      
        
          
            
              	
                      SINO
      CHARTER INC.

                    
	 
      
	 
      
	
                      By:
      ________________________________

                    
	
                      Qingqing
      Wu, Chief Executive Officer

                    
	 
      
	 
      
	
                      QINGQING
      WU

                    
	 
      
	 
      
	   
	
                      Qingqing
      Wu, Individually and as Chief Executive Officer, President and Chairman of
      the Board of Sino Charter Inc.

                    
	 
      
	 
      
	
                      YUSHAN
      ZHENG

                    
	 
      
	 
      
	 
      
	
                      Yushan
      Zheng, Individually and as Chief Financial Officer and Treasurer of Sino
      Charter Inc.

                    
	 
      
	 
      
	
                      MATTHEW
      HAYDEN

                    
	 
      
	 
      
	
                       

                    
	
                      Matthew
      Hayden, Individually and as Director and Interim Sole
    Officer