[Calculation of Registration Fee Title of Each Class of Securities to be Registered (1) Amount to be (2) Proposed Maximum (1) (2) Proposed Maximum Amount of (3) Units, each unit consisting of 1,380,000 6.00 8,280,000 761.76 (i) one share of common stock included in the Units 1,380,000] [SHARE EXCHANGE AGREEMENT RECITALS WHEREAS WHEREAS WHEREAS WHEREAS NOW, THEREFORE ARTICLE 1 THE EXCHANGE The Exchange Closing Taking of Necessary Action; Further Action ARTICLE 2 Organization Capitalization Certain Corporate Matters Authority Relative to this Agreement Consents and Approvals; No Violations 2 Books and Records 2.6 Litigation 2.7 Legal Compliance 2.8 Contracts Disclosure Material Events] [EX-2.2 10 v157258_ex2-2.htm] [EX-2.3 15 v157258_ex2-3.htm] [EX-3.1.I 22 v157258_ex3-1i.htm] [BYLAWS OF ANDATEE CHINA MARINE FUEL SERVICES CORPORATION ARTICLE I—OFFICES Section 1.01 Registered Office. Section 1.02 Locations of Offices. ARTICLE II—STOCKHOLDERS Section 2.01 Annual Meeting. Section 2.02 Special Meetings. Section 2.03 Place of Meetings. Section 2.04 Notice of Meetings. Section 2.05 Waiver of Notice. Section 2.06 Fixing Record Date. Section 2.07 Voting Lists. Section 2.08 Quorum. 2 Section 2.09 Vote] [SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- See Reverse for certain definitions ANDATEE CHINA MARINE FUEL SERVICES CORPORATION CUSIP __________ EACH TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company. By Andatee China Marine Fuel Services Corporation Corporate Seal _____________________________ President, Chief Executive Officer] [No.____________ VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. _____________ TIME ______________, 2014 ANDATEE CHINA MARINE FUEL SERVICES CORPORATION CUSIP ____________ Chief Executive Officer Secretary 2 SUBSCRIPTION FORM (PLEASE TYPE OR PRINT NAME AND ADDRESS) (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)] [THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS. SEE REVERSE SIDE. NUMBER 000 SHARES 0 Organized Under the Laws of the State of Delaware Andatee China Marine Fuel Services Corporation Common Stock Authorized Shares 50,000,000 ___________ Cusip Specimen is the This Certifies that Zero and no/100 Shares registered holder of of the fully paid and nonassessable shares of] [EX-10.1 36 v157258_ex10-1.htm] [EX-10.2 42 v157258_ex10-2.htm] [EX-10.3 48 v157258_ex10-3.htm] [EX-10.4 59 v157258_ex10-4.htm] [EX-10.5 70 v157258_ex10-5.htm] [EX-10.6 75 v157258_ex10-6.htm] [EX-10.7 80 v157258_ex10-7.htm] [EX-10.8 85 v157258_ex10-8.htm] [EX-10.9 90 v157258_ex10-9.htm] [Andatee China Marine Fuel Services Corporation 2009 Equity Incentive Plan TABLE OF CONTENTS Page 1. Purpose and Objectives 2 2. Definitions 2 3. Administration 4 4. Grants 4 5. Shares Subject to the Plan 4 6. Eligibility for Participation 5 7. Options 5] [EX-10.13 95 v157258_ex10-13.htm] [EX-10.14 105 v157258_ex10-14.htm] [EX-10.15 108 v157258_ex10-15.htm] [EX-10.16 112 v157258_ex10-16.htm] [Andatee China Marine Fuel Services Corporation Code of Ethics and Conduct July 2009 The purpose of this Code is to deter wrongdoing and to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (iii) compliance with applicable governmental laws, rules and regulations; (iv) prompt internal reporting of] [List of Subsidiaries 1. Donggang Xingyuan Marine Fuel Company, Ltd. located in Dandong City, Liaoning Province, and established in April 2008 under the laws of the PRC). 2. Xiangshan Yongshi Nanlian Petrol Company, Ltd. (located in Xiangshan City, Zhengjiang Province, and established in May 1997 under the laws of the PRC). 3. Rongcheng Xinfa Petrol Company, Ltd. (located in Rongcheng] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form S-1 of our reports dated August 24, 2009 relating to the consolidated financial statements of Andatee China Marine Fuel Services Corporation and subsidiaries. We also consent to the reference to our Firm under the caption “Experts” in the Registration Statement. Jewett,] [Andatee China Marine Fuel Services Corporation Audit Committee Charter July 2009 I. RESPONSIBILITY A. Financial Reporting Committee procedures shall include: 1. Selection of Independent Public Accountants The Committee and the Board have the ultimate authority and responsibility to select, evaluate, and where appropriate, replace the outside auditor. The independent accountants are ultimately accountable to the Audit Committee and the entire] [Andatee China Marine Fuel Services Corporation Compensation Committee Charter July 2009 Purpose Membership The determination as to each Committee member’s independence shall be disclosed in the Company’s proxy statement. The Committee shall consist of a minimum of two (2) and a maximum of five (5) independent directors. The business of the Committee may be transacted if a quorum of the] [Andatee China Marine Fuel Services Corporation Nominating and Governance Committee Charter July 2009 I. PURPOSE The primary purpose of the Nominating and Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Andatee China Marine Fuel Services Corporation (the “Company”) shall be to act on behalf of the Board in fulfilling the Board’s responsibilities to: (i) identify, review]