0001213900-16-019625.txt : 20161222 0001213900-16-019625.hdr.sgml : 20161222 20161222160652 ACCESSION NUMBER: 0001213900-16-019625 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20161222 DATE AS OF CHANGE: 20161222 GROUP MEMBERS: APEX SMART LTD GROUP MEMBERS: CHEN HAIPING GROUP MEMBERS: CHEN QIAOYUN GROUP MEMBERS: CHUNFENG TAO GROUP MEMBERS: FENG JIANFEN GROUP MEMBERS: LIU FENG GROUP MEMBERS: WU YOUSHUI GROUP MEMBERS: XINKE PETROCHEMICALS INC. GROUP MEMBERS: ZHANG GUO QIANG GROUP MEMBERS: ZHU YINGDONG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Keyuan Petrochemicals, Inc. CENTRAL INDEX KEY: 0001326396 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 450538522 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82275 FILM NUMBER: 162066647 BUSINESS ADDRESS: STREET 1: QINGSHI INDUSTRIAL PARK, NINGBO ECONOMIC STREET 2: & TECHNOLOGICAL DEVELOPMENT ZONE CITY: NINGBO, ZHEJIANG PROVINCE STATE: F4 ZIP: 315803 BUSINESS PHONE: (86) 574-8623-2955 MAIL ADDRESS: STREET 1: QINGSHI INDUSTRIAL PARK, NINGBO ECONOMIC STREET 2: & TECHNOLOGICAL DEVELOPMENT ZONE CITY: NINGBO, ZHEJIANG PROVINCE STATE: F4 ZIP: 315803 FORMER COMPANY: FORMER CONFORMED NAME: Silver Pearl Enterprises, Inc. DATE OF NAME CHANGE: 20050506 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Delight Reward Ltd CENTRAL INDEX KEY: 0001496052 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: UNIT 06, 21/F BEAUTIFUL GROUP TOWER STREET 2: 77 CONNAUGHT ROAD CENTRAL CITY: HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 852-35833340 MAIL ADDRESS: STREET 1: UNIT 06, 21/F BEAUTIFUL GROUP TOWER STREET 2: 77 CONNAUGHT ROAD CENTRAL CITY: HONG KONG STATE: K3 ZIP: 00000 SC 13D/A 1 sc13d1216a2delight_keyuan.htm AMENDMENT NO. 2 TO SC 13D

Securities and Exchange Commission, Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

KEYUAN PETROCHEMICALS, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share
(Title of Class of Securities)

493722102
(CUSIP Number)

Qingshi Industrial Park

Ningbo Economic & Technological Development Zone

Ningbo, Zhejiang Province

P.R. China 315803

Attn: Chunfeng Tao

Telephone: (86) 574-8623-2955

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 19, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

CUSIP Number: 493722102

(1)

Name of Reporting Persons: Delight Reward Limited

S.S. or I.R.S. Identification Nos. of above persons:

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

(3)

SEC Use Only

(4)

Source of Funds (See Instructions)

OO

(5)

Check if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e)

(6)

Citizenship or Place of Organization:

British Virgin Islands

Number of
Shares

Beneficially Owned By
Each
Reporting

Person With

(7) Sole Voting Power:

(8) Shared Voting Power:

56,862,866

(9) Sole Dispositive Power:

(10) Shared Dispositive Power:

56,862,866

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

56,862,866

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions).

(13)

Percent of Class Represented by Amount in Row (11):

90% (1)

(14)

Type of Reporting Person (See Instructions):

(1)	Percentage calculated based on 63,132,726 shares of Common Stock outstanding as reported in Keyuan Petrochemicals, Inc.’s most recently filed Form 10-Q, which was filed on November 17, 2016.

CUSIP Number: 493722102

(1)

Name of Reporting Persons: XinKe Petrochemicals Inc.

S.S. or I.R.S. Identification Nos. of above persons:

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

(3)

SEC Use Only

(4)

Source of Funds (See Instructions)

(5)

Check if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e)

(6)

Citizenship or Place of Organization:

Nevada

Number of
Shares

Beneficially Owned By
Each
Reporting

Person With

(7) Sole Voting Power:

56,862,866

(8) Shared Voting Power:

(9) Sole Dispositive Power:

56,862,866

(10) Shared Dispositive Power:

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

56,862,866

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions).

(13)

Percent of Class Represented by Amount in Row (11):

90% (1)

(14)

Type of Reporting Person (See Instructions):

(1)	Percentage calculated based on 63,132,726 shares of Common Stock outstanding as reported in Keyuan Petrochemicals, Inc.’s most recently filed Form 10-Q, which was filed on November 17, 2016.

CUSIP Number: 493722102

(1)

Name of Reporting Persons: Apex Smart Limited

S.S. or I.R.S. Identification Nos. of above persons:

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

(3)

SEC Use Only

(4)

Source of Funds (See Instructions)

(5)

Check if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e)

(6)

Citizenship or Place of Organization:

British Virgin Islands

Number of
Shares

Beneficially Owned By
Each
Reporting

Person With

(7) Sole Voting Power:

(8) Shared Voting Power:

56,862,866

(9) Sole Dispositive Power:

(10) Shared Dispositive Power:

56,862,866

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

56,862,866

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions).

(13)

Percent of Class Represented by Amount in Row (11):

90% (1)

(14)

Type of Reporting Person (See Instructions):

(1)	Percentage calculated based on 63,132,726 shares of Common Stock outstanding as reported in Keyuan Petrochemicals, Inc.’s most recently filed Form 10-Q, which was filed on November 17, 2016.

CUSIP Number: 493722102

(1)

Name of Reporting Persons: Chunfeng Tao

S.S. or I.R.S. Identification Nos. of above persons:

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

(3)

SEC Use Only

(4)

Source of Funds (See Instructions)

(5)

Check if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e)

(6)

Citizenship or Place of Organization:

China

Number of
Shares

Beneficially Owned By
Each
Reporting

Person With

(7) Sole Voting Power:

(8) Shared Voting Power:

56,862,866

(9) Sole Dispositive Power:

(10) Shared Dispositive Power:

56,862,866

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

56,862,866

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions).

(13)

Percent of Class Represented by Amount in Row (11):

90% (1)

(14)

Type of Reporting Person (See Instructions):

(1)	Percentage calculated based on 63,132,726 shares of Common Stock outstanding as reported in Keyuan Petrochemicals, Inc.’s most recently filed Form 10-Q, which was filed on November 17, 2016.

CUSIP Number: 493722102

(1)

Name of Reporting Persons: Zhang Guo Qiang

S.S. or I.R.S. Identification Nos. of above persons:

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

(3)

SEC Use Only

(4)

Source of Funds (See Instructions)

(5)

Check if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e)

(6)

Citizenship or Place of Organization:

British Virgin Islands

Number of
Shares

Beneficially Owned By
Each
Reporting

Person With

(7) Sole Voting Power:

(8) Shared Voting Power:

56,862,866

(9) Sole Dispositive Power:

(10) Shared Dispositive Power:

56,862,866

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

56,862,866

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions).

(13)

Percent of Class Represented by Amount in Row (11):

90% (1)

(14)

Type of Reporting Person (See Instructions):

(1)	Percentage calculated based on 63,132,726 shares of Common Stock outstanding as reported in Keyuan Petrochemicals, Inc.’s most recently filed Form 10-Q, which was filed on November 17, 2016.

CUSIP Number: 493722102

(1)

Name of Reporting Persons: Zhu Yingdong

S.S. or I.R.S. Identification Nos. of above persons:

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

(3)

SEC Use Only

(4)

Source of Funds (See Instructions)

(5)

Check if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e)

(6)

Citizenship or Place of Organization:

British Virgin Islands

Number of
Shares

Beneficially Owned By
Each
Reporting

Person With

(7) Sole Voting Power:

(8) Shared Voting Power:

56,862,866

(9) Sole Dispositive Power:

(10) Shared Dispositive Power:

56,862,866

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

56,862,866

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions).

(13)

Percent of Class Represented by Amount in Row (11):

90% (1)

(14)

Type of Reporting Person (See Instructions):

(1)	Percentage calculated based on 63,132,726 shares of Common Stock outstanding as reported in Keyuan Petrochemicals, Inc.’s most recently filed Form 10-Q, which was filed on November 17, 2016.

CUSIP Number: 493722102

(1)

Name of Reporting Persons: Chen Haiping

S.S. or I.R.S. Identification Nos. of above persons:

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

(3)

SEC Use Only

(4)

Source of Funds (See Instructions)

(5)

Check if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e)

(6)

Citizenship or Place of Organization:

British Virgin Islands

Number of
Shares

Beneficially Owned By
Each
Reporting

Person With

(7) Sole Voting Power:

(8) Shared Voting Power:

56,862,866

(9) Sole Dispositive Power:

(10) Shared Dispositive Power:

56,862,866

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

56,862,866

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions).

(13)

Percent of Class Represented by Amount in Row (11):

90% (1)

(14)

Type of Reporting Person (See Instructions):

(1)	Percentage calculated based on 63,132,726 shares of Common Stock outstanding as reported in Keyuan Petrochemicals, Inc.’s most recently filed Form 10-Q, which was filed on November 17, 2016.

CUSIP Number: 493722102

(1)

Name of Reporting Persons: Feng Jianfen

S.S. or I.R.S. Identification Nos. of above persons:

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

(3)

SEC Use Only

(4)

Source of Funds (See Instructions)

(5)

Check if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e)

(6)

Citizenship or Place of Organization:

British Virgin Islands

Number of
Shares

Beneficially Owned By
Each
Reporting

Person With

(7) Sole Voting Power:

(8) Shared Voting Power:

56,862,866

(9) Sole Dispositive Power:

(10) Shared Dispositive Power:

56,862,866

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

56,862,866

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions).

(13)

Percent of Class Represented by Amount in Row (11):

90% (1)

(14)

Type of Reporting Person (See Instructions):

(1)	Percentage calculated based on 63,132,726 shares of Common Stock outstanding as reported in Keyuan Petrochemicals, Inc.’s most recently filed Form 10-Q, which was filed on November 17, 2016.

CUSIP Number: 493722102

(1)

Name of Reporting Persons: Chen Qiaoyun

S.S. or I.R.S. Identification Nos. of above persons:

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

(3)

SEC Use Only

(4)

Source of Funds (See Instructions)

(5)

Check if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e)

(6)

Citizenship or Place of Organization:

British Virgin Islands

Number of
Shares

Beneficially Owned By
Each
Reporting

Person With

(7) Sole Voting Power:

(8) Shared Voting Power:

56,862,866

(9) Sole Dispositive Power:

(10) Shared Dispositive Power:

56,862,866

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

56,862,866

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions).

(13)

Percent of Class Represented by Amount in Row (11):

90% (1)

(14)

Type of Reporting Person (See Instructions):

(1)	Percentage calculated based on 63,132,726 shares of Common Stock outstanding as reported in Keyuan Petrochemicals, Inc.’s most recently filed Form 10-Q, which was filed on November 17, 2016.

CUSIP Number: 493722102

(1)

Name of Reporting Persons: Wu Youshui

S.S. or I.R.S. Identification Nos. of above persons:

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

(3)

SEC Use Only

(4)

Source of Funds (See Instructions)

(5)

Check if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e)

(6)

Citizenship or Place of Organization:

British Virgin Islands

Number of
Shares

Beneficially Owned By
Each
Reporting

Person With

(7) Sole Voting Power:

(8) Shared Voting Power:

56,862,866

(9) Sole Dispositive Power:

(10) Shared Dispositive Power:

56,862,866

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

56,862,866

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions).

(13)

Percent of Class Represented by Amount in Row (11):

90% (1)

(14)

Type of Reporting Person (See Instructions):

(1)	Percentage calculated based on 63,132,726 shares of Common Stock outstanding as reported in Keyuan Petrochemicals, Inc.’s most recently filed Form 10-Q, which was filed on November 17, 2016.

CUSIP Number: 493722102

(1)

Name of Reporting Persons: Liu Feng

S.S. or I.R.S. Identification Nos. of above persons:

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

(3)

SEC Use Only

(4)

Source of Funds (See Instructions)

(5)

Check if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e)

(6)

Citizenship or Place of Organization:

British Virgin Islands

Number of
Shares

Beneficially Owned By
Each
Reporting

Person With

(7) Sole Voting Power:

(8) Shared Voting Power:

56,862,866

(9) Sole Dispositive Power:

(10) Shared Dispositive Power:

56,862,866

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

56,862,866

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions).

(13)

Percent of Class Represented by Amount in Row (11):

90% (1)

(14)

Type of Reporting Person (See Instructions):

(1)	Percentage calculated based on 63,132,726 shares of Common Stock outstanding as reported in Keyuan Petrochemicals, Inc.’s most recently filed Form 10-Q, which was filed on November 17, 2016.

CUSIP Number: 493722102

Item 1. Security and Issuer.

This Amendment No. 2 to Schedule 13D (this “Amendment”) relates to the common stock, $0.001 par value per share (the "Common Stock"), of Keyuan Petrochemicals, Inc., a Nevada corporation (the “Company”), and is being filed jointly by Delight Reward Limited, XinKe Petrochemicals Inc., Apex Smart Limited, Chunfeng Tao, Zhang Guo Qiang, Zhu Yingdong, Chen Haiping, Feng Jianfen, Chen Qiaoyun, Wu Youshui and Liu Feng (collectively, the “Reporting Persons”). This Amendment amends and supplements the Schedule 13D as previously filed by Delight Reward Limited on July 15, 2010 and Amendment No. 1 as previously filed by Delight Reward Limited, Apex Smart Limited and Chunfeng Tao on August 12, 2016, with the Securities and Exchange Commission (collectively, the “Existing Schedule 13D”) with respect to the items set forth below.

The Company's principal offices are located at Qingshi Industrial Park, Ningbo Economic & Technological Development Zone, Ningbo, Zhejiang Province, P.R. China 315803.

Except as otherwise provided herein, each Item of the Existing Schedule 13D remains unchanged. Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Existing Schedule 13D.

Item 2. Identity and Background.

(a)

This Amendment is being filed on behalf of (i) Delight Reward Limited, a British Virgin Islands company ("Delight Reward”), (ii) XinKe Petrochemicals Inc., a Nevada corporation (“XinKe”), (iii) Apex Smart Limited, a British Virgin Islands company (“Apex Smart”), (iv) Mr. Chunfeng Tao, (v) Zhang Guo Qiang, (vi) Zhu Yingdong, (vii) Chen Haiping, (viii) Feng Jianfen, (ix) Chen Qiaoyun, (x) Wu Youshui, and (xi) Liu Feng.

Delight Reward is (i) 85.56% owned by Apex Smart, (ii) 11.10% owned by Chance Brilliant Holdings Limited, a British Virgin Islands company (“Chance Brilliant”), and (iii) 3.34% owned by Harvest Point Limited, a British Virgin Islands company (“Harvest Point”).

XinKe is 93.29% owned by Delight Reward and 6.71% owned by seven natural persons collectively. Each individual shareholder owns less than 5% equity of XinKe and is a citizen of China except that one shareholder is a citizen of Hong Kong, P.R. China. The address of XinKe is the same as the Company’s address which is set forth above in Item 1.

Mr. Chunfeng Tao is (i) a director of Delight Reward, (ii) the sole director and shareholder of Apex Smart, (iii) the chairman of the board of directors of the Company, and (iv) the president, chief executive officer, chief financial officer and secretary of XinKe. The residential address of Mr. Tao is Room 902, No. 97, Lane 728, Song Jiang Dong Road, Ningbo City, Zhejiang Province, People’s Republic of China.

CUSIP Number: 493722102

Mr. Peijun Chen, a citizen of China, is the sole director and sole shareholder of Chance Brilliant Holdings Limited. Mr. Chen is the general manager of Ningbo Tenglong Stainless Steel Limited. The residential address of Mr. Chen is No. 298, Jiang Bing Road, Xiao Gang, Bei Lun District, Ningbo City, Zhejiang Province, China.

Ms. Muxia Duan, a citizen of China, is the sole director and shareholder of Harvest Point. Ms. Duan is the general manager of Beijing Xima Agriculture Trading Limited. The principal business address of Beijing Xima Agriculature Trading Limited is No. 1203 Kaiyou Building, No. 453 Chaoyang Road, Beijing China. The residential address of Ms. Duan is Room 302, No. 2, Yang Peng Shan Cun No. 7, Runzhou District, Zhenjiang City, Jiangsu Province, China.

Mr. Zhang Guo Qiang, a citizen of Hong Kong Special Administration Region (“HKSAR”), holds 2,734,698 shares of common stock of XinKe, par value $0.001 per share (“XinKe Shares”). The residential address of Mr. Zhang is c/o Unit 06 21/F Beautiful Grp T, 77 Connaught Rd, Central, Hong Kong.

Mr. Zhu Yingdong, a citizen of China, holds 87,355 XinKe Shares. The residential address of Mr. Zhu is Room 811, Building 18, Shangwu Dasha, Jiangnan Road No. 586, Ningbo City, Zhejiang Province, China.

Mr. Chen Haiping, a citizen of China, holds 780,808 XinKe Shares. The residential address of Mr. Chen is Room 310, No. 34, Gaotang Road, No. 129, Ningbo City, Zhejiang Province, China.

Mr. Feng Jianfen, a citizen of China, holds 14,000 XinKe Shares. The residential address of Mr. Feng is Zhejiang Sheng Ning Bo Shi Bei Lun Qu Xin Jie Dao Long Shunhuayun 19, Zhuang

Ms. Chen Qiaoyun, a citizen of China, holds 14,500 XinKe Shares. The residential address of Ms. Chen is Room 102, Building 32, Taihe Shenjing, Ningbo City, Zhejiang Province, China.

Mr. Wu Youshui, a citizen of China, holds 134,096 XinKe Shares. The residential address of Mr. Wu is Room 801, Zhongning Dasha, Lingqiao Road No. 255, Ningbo City, China.

Mr. Liu Feng, a citizen of China, holds 46,408 XinKe Shares. The residential address of Mr. Liu is Room 302, Building 1, Zhengfu Road No.1, Ningbo City, China.

CUSIP Number: 493722102

The members of the board of directors of Delight Reward consist of the following:

Mr. Chunfeng Tao, a citizen of China. The residential address of Mr. Tao is set forth above. Mr. Tao is the chairman of the board of directors of the Company.

Mr. Jicun Wang, a citizen of China, who is the general manager of Ningbo Pacific Ocean Shipping Co., Ltd. The principal business address of Ningbo Pacific Ocean Shipping Co., Ltd. is Room 902 Bohui Building, No. 263 Tongtu Road, Jiangdong District, Ningbo City, Zhejiang Province, China. The residential address of Mr. Wang is Room 301, No. 25, Lane 188, Da Xi Men Road, Zhen Hai District, Ningbo City, Zhejiang Province, China.

Mr. Peijun Chen, a citizen of China, who is the general manager of Ningbo Tenglong Stainless Steel Limited. The principal business address of Ningbo Tenglong Stainless Steel Limited is No. 52, Dukou Road, Economy Development Zone, Beilun District, Ningbo City, Zhejiang Province, China. The residential address of Mr. Chen is No. 298, Jiang Bing Road, Xiao Gang, Bei Lun District, Ningbo City, Zhejiang Province, China.

Ms. Yushui Huang, a citizen of China, who is a teacher of Ningbo University and a former vice president of administration of the Company. The principal business address of Ningbo University is No. 818 Fenhua Road, Ningbo City, Zhejiang Province, China. The residential address of Ms. Huang is Room 201, Building No. 3, Zhangjia Lane, Zhoushan City, Zhejiang Province, China.

Mr. Zhijian Huang, a citizen of China, who is a manager of Ningbo Henyun Trading Company. The principal business address of Ningbo Henyun Trading Company is No. 1299 Juxian Road, Jiangdong District, Ningbo City, Zhejiang Province, China. The residential address of Mr. Huang is Room 301, No. 2, Dong Gang Xin Cun, Huan Nan Street, Ding Hai Qu, Zhou Shan City, Zhejiang Province, China.

CUSIP Number: 493722102

(b)

The principal business address of Delight Reward and Apex Smart is Unit 06, 21/F Beautiful Group Tower, 77 Connaught Road Central, Hong Kong. The principal business address of XinKe is the same as the address of the Company which is set forth in Item 1. The residential address of each of Zhang Guo Qiang, Zhu Yingdong, Chen Haiping, Feng Jianfen, Chen Qiaoyun, Wu Youshui and Liu Feng is set forth in Item 2(a).

(c)

The principal business of Delight Reward is to act as an investment holding company. The principal business of XinKe is the manufacture and sale of petrochemical products and rubber, but it has not yet commenced operations. The principal business of Apex Smart is to act as an investment holding company. Mr. Chunfeng Tao is the chairman of the Company’s board of directors. None of Zhang Guo Qiang, Zhu Yingdong, Chen Haiping, Feng Jianfen, Chen Qiaoyun, Wu Youshui and Liu Feng is an affiliate to the Company.

(d)

During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws of findings any violation with respect to such laws.

(f)

Delight Reward Limited is a company incorporated in British Virgin Islands. XinKe is a corporation incorporated in Nevada. Apex Smart is a company incorporated in British Virgin Islands. Chunfeng Tao, Zhu Yingdong, Chen Haiping, Feng Jianfen, Chen Qiaoyun, Wu Youshui and Liu Feng are Chinese citizens. Zhang Guo Qiang is a HKSAR citizen.

CUSIP Number: 493722102

Item 3. Source and Amount of Funds or Other Consideration.

On December -19, 2016, pursuant to a contribution agreement between Delight Reward and XinKe, Delight Reward purchased 53,051,001 XinKe Shares in exchange of 53,051,001 shares of Common Stock of the Company in a private placement in reliance upon the exemption from securities registration afforded by Regulation D as promulgated under and/or Rule 4(a)(2) of the Securities Act of 1933, as amended. On or about the same day, seven shareholders of the Company respectively purchased an aggregate of 3,811,865 XinKe Shares in exchange for an aggregate of 3,811,865 shares of Common Stock of the Company. As a result of such purchases, XinKe became a shareholder of the Company holding approximately 90% of issued and outstanding shares of Common Stock of the Company, and each other Reporting Person became a beneficial owner of 56,862,866 shares of the Common Stock of the Company through its shared ownership of XinKe.

CUSIP Number: 493722102

Item 4. Purpose of Transaction

Delight Reward, XinKe and Apex Smart beneficially or directly hold the shares of Common Stock for investment purposes. The common shares that Mr. Tao may be deemed to beneficially own are held for investment purposes, but as the chairman of the board of directors of the Company, Mr. Tao may have influence over the corporate activities of the Company, including activities which would relate to, or result in an of the actions enumerated in the instructions for the completion of Item 4 of this Amendment. Any future decision of Mr. Tao to take any such actions with respect to the Company or its securities will take into account various factors, including the prospects of the Company, general market and economic conditions and other factors deemed relevant.

The Reporting Persons are contemplating a “go private” transaction to improve the Company’s valuation and ability to locate more suitable forms of financing and reduce its costs. As a result of the purchases described in Item 3 hereof, XinKe became a 90% shareholder of the Company, which makes a merge of Company into XinKe pursuant to Section 92A.180 of Nevada Revised Statute possible and feasible. For such purpose, the Reporting Persons may be deemed to have acted as a group in the purchases described in Item 3 hereof.

Item 5. Interest in Securities of the Issuer

(a)

The aggregate percentage of common shares beneficially or directly owned by the Reporting Persons is based upon 63,132,726 shares of Common Stock issued and outstanding as reported in the Company’s most recently filed Form 10-Q. The Reporting Persons own or may be deemed to beneficially own 56,862,866 shares of Common Stock, representing approximately 90% common shares of the Company. As a result, the Reporting Persons control or may be deemed control majority voting power over the Company.

(b)

Each of Delight Reward, Apex Smart and Chunfeng Tao has the controlling, but shared, power to vote or to direct the vote and controlling, but shared, power to dispose or direct the disposition of 56,862,866 shares of Common Stock. Zhang Guo Qiang, Zhu Yingdong, Chen Haiping, Feng Jianfen, Chen Qiaoyun, Wu Youshui and Liu Feng are minority shareholders in XinKe and therefore do not have a controlling interest in the Common Stock. XinKe has sole power to vote or to director the vote and the sole power to dispose or direct the disposition of 56,862,866 shares of Common Stock.

CUSIP Number: 493722102

(c)

Other than purchases described in Item 3 hereof, no transactions in the class of securities reported was effected during the past 60 days or since the most recent filing of the Existing Schedule 13D. Since the most recent filing of the Existing Schedule 13D, the ownership of Delight Reward, Apex Smart and Chunfeng Tao has changed.

(d)

Mr. Peijun Chen, as the sole owner and director of Chance Brilliant and Ms. Muxia Duan, as the sole owner and director of Harvest Point (each of Chance Brilliant and Harvest Point being shareholders of Delight Reward), are believed to have the right to receive the dividends from, or the proceeds from the sale of, shares of Common Stock beneficially owned by Delight Reward. It could be argued that Peijun Chen, as one of the directors of Delight Reward, and the other directors of Delight Reward, has the power to direct the receipt of dividends from, or the proceeds from the sales of shares of Common Stock beneficially owned by Delight Reward.

(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The following descriptions are qualified in their entirety by the agreements and instruments included as exhibits to this Amendment.

The Reporting Persons are parties to an agreement with respect to the joint filing of this Amendment and any amendments hereto. A copy of such agreement is attached as Exhibit 7.1 and is incorporated by reference herein.

Delight Reward and XinKe are a parties to a contribution agreement described herein. A copy of the contribution agreement is attached as Exhibit 7.2 hereto and is incorporated by reference herein. The purchase pursuant to the contribution agreement is described in Item 3 herein.

XinKe is a party to a purchase agreement with each of seven of the individual Reporting Persons, pursuant to which, these Reporting Persons purchased an aggregate of 3,811,865 XinKe Shares in exchange for an aggregate of 3,811,865 shares of Common Stock of the Company. A copy of each such purchase agreement is attached as Exhibit 7.3 to Exhibit 7.9.

To the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships among the persons named in Item 2 with respect to any securities of the Issuer, except as described herein.

CUSIP Number: 493722102

Item 7. Material to Be Filed as Exhibits.

Exhibit 7.1*	Joint Filing Agreement, dated December 19, 2016.

Exhibit 7.2*	Contribution Agreement, dated December 19, 2016

Exhibit 7.3*	Purchase Agreement between XinKe and Zhang Guo Qiang, dated December 19, 2016

Exhibit 7.4*	Purchase Agreement between XinKe and Zhu Yingdong, dated December 19, 2016

Exhibit 7.5*	Purchase Agreement between XinKe and Chen Haiping, dated December 19, 2016

Exhibit 7.6*	Purchase Agreement between XinKe and Feng Jianfen, dated December 19, 2016

Exhibit 7.7*	Purchase Agreement between XinKe and Chen Qiaoyun, dated December 19, 2016

Exhibit 7.8*	Purchase Agreement between XinKe and Wu Youshui, dated December 19, 2016

Exhibit 7.9*	Purchase Agreement between XinKe and Liu Feng, dated December 19, 2016

* filed herewith

CUSIP Number: 493722102

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 22, 2016

Delight Reward Limited*

By:	/s/ Chunfeng Tao
Name:	Chunfeng Tao
Title:	Director

XinKe Petrochemicals Inc.*

By:	/s/ Chunfeng Tao
Name:	Chunfeng Tao
Title:	President, CEO, CFO & Secretary

Apex Smart Limited*

By:	/s/ Chunfeng Tao
Name:	Chunfeng Tao
Title:	Director

/s/ Chunfeng Tao
Chunfeng Tao*

/s/ Zhang Guo Qiang
Zhang Guo Qiang*

/s/ Zhu Yingdong
Zhu Yingdong*

/s/ Chen Haiping
Chen Haiping*

/s/ Feng Jianfen
Feng Jianfen*

/s/ Chen Qiaoyun
Chen Qiaoyun*

/s/ Wu Youshui
WuYoushui*

/s/ Liu Feng
Liu Feng*

* The Reporting Persons disclaim beneficial ownership of the Common Stock except to the extent of their pecuniary interest therein.

EX-7.1 2 sc13d1216a2deligex7i_key.htm JOINT FILING AGREEMENT, DATED DECEMBER 19, 2016.

Exhibit 7.1

JOINT FILING AGREEMENT

The undersigned agree that this Amendment No. 2 to Schedule 13D, and any amendments hereto, relating to the shares of common stock, par value $0.001 per share, of Keyuan Petrochemicals, Inc. shall be filed on behalf of the undersigned.

	December 21, 2016

	Delight Reward Limited

	By:	/s/ Chunfeng Tao
	Name:	Chunfeng Tao
	Title:	Director

	XinKe Petrochemicals Inc.

	By:	/s/ Chunfeng Tao
	Name:	Chunfeng Tao
	Title:	President, CEO, CFO & Secretary

	Apex Smart Limited

	By:	/s/ Chunfeng Tao
	Name:	Chunfeng Tao
	Title:	Director

		/s/ Chunfeng Tao
		Chunfeng Tao

		/s/ Zhang Guo Qiang
		Zhang Guo Qiang

		/s/ Zhu Yingdong
		Zhu Yingdong

		/s/ Chen Haiping
		Chen Haiping

		/s/ Feng Jianfen
		Feng Jianfen

		/s/ Chen Qiaoyun
		Chen Qiaoyun

		/s/ Wu Youshui
		WuYoushui

		/s/ Liu Feng
		Liu Feng

EX-7.2 3 sc13d1216a2deligex7ii_key.htm CONTRIBUTION AGREEMENT, DATED DECEMBER 19, 2016

Exhibit 7.2

Execution Version

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of December 19, 2016, by and between XinKe Petrochemicals Inc., a Nevada corporation (“Purchaser”) and Delight Reward Limited, a British Virgin Islands company (“Stockholder”).

WHEREAS, Stockholder desires to exchange its 53,051,001 shares of common stock comprising approximately 84% of the issued and outstanding shares (such shares, the “Company Stock”) of capital stock of Keyuan Petrochemicals, Inc., a Nevada corporation (the “Company”) for the Purchaser Shares (as defined below) on the terms set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and of the mutual agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. EXCHANGE OF CAPITAL STOCK; CLOSING

a. EXCHANGE OF STOCK. On the basis of the representations, warranties, covenants and agreements set forth herein, at the Closing (as defined in Section 1.c below) Purchaser will purchase from Stockholder, and Stockholder will sell, convey and assign to Purchaser all of the Company Stock.

b. CONTRIBUTION CONSIDERATION. In consideration of the exchange of the Company Stock and the representations, warranties, covenants and agreements of Stockholder set forth herein, Purchaser will issue and deliver to Stockholder 53,051,001 shares of common stock in Purchaser (the “Purchaser Shares”).

c. CLOSING. The closing of the purchase and sale of the Company Stock (the “Closing”) is being held contemporaneously with the execution and delivery of this Agreement at the offices of The Doney Law Firm, 4955 S. Durango Dr. Suite 165, Las Vegas, Nevada 89113, on the date hereof, or such other place and such other time as the parties shall agree. The date of the Closing is referred to as the “Closing Date.” At the Closing, Stockholder shall deliver to Purchaser the stock certificates of the Company duly endorsed or accompanied by duly executed stock powers (with a medallion guaranty, if required by the Company’s transfer agent) or other documents sufficient to validly transfer the Company Stock to Purchaser. Contemporaneously, Purchaser shall issue to Stockholder the stock certificates representing the Purchaser Shares.

d. FURTHER ASSURANCES. Each of the parties hereto will cooperate with the other and execute and deliver to the other such other instruments and documents and take such other actions as may be reasonably requested from time to time by any party hereto as necessary to carry out, evidence and confirm the intended purposes of this Agreement.

2. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

Stockholder hereby represents and warrants that all of the following representations and warranties are true as of the date of this Agreement and on the Closing Date:

a. DUE ORGANIZATION. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and the Company is duly authorized, qualified and licensed under all applicable laws, regulations, and ordinances of public authorities to own its properties and assets and to carry on its business in the places and in the manner as it is now conducted except for where the failure to be so authorized, qualified or licensed would not have a Material Adverse Effect on its business. The controlling shareholder of Stockholder is currently the Chairman and Director of the Company and the incorporator and President of Purchaser. Stockholder is a corporation duly organized, validly existing and in good standing under the laws of the British Virgin Islands, and Stockholder is duly authorized, qualified and licensed under all applicable laws, regulations, and ordinances of public authorities to own its properties and assets and to carry on its business in the places and in the manner as it is now conducted except for where the failure to be so authorized, qualified or licensed would not have a Material Adverse Effect on its business.

b. AUTHORIZATION. Stockholder has the full legal right, power and authority to enter into this Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate or conflict with any provision of the Company’s Articles of Incorporation or Bylaws or Stockholder’s Memorandum and Articles of Association, (b) to Stockholder’s knowledge, violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the modification, cancellation or acceleration of (whether after the giving of notice or lapse of time or both), any obligation under, or result in the imposition or creation of any Encumbrances upon any of the assets of the Company or Stockholder pursuant to any contract or any mortgage, lien or lease to which Stockholder is a party or by which the Company or Stockholder is bound, or (c) to Stockholder’s Knowledge, violate or conflict with any Legal Requirement applicable to the Company or Stockholder or any of its or his properties or assets or any other material restriction of any kind or character to which it or he is subject. This Agreement has been duly executed and delivered by Stockholder and, assuming the due execution and delivery hereof and thereof by Purchaser, this Agreement constitutes, and at the Closing will constitute, the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except as enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and by the exercise of judicial discretion in accordance with equitable principles.

c. CAPITAL STOCK OF THE COMPANY. The authorized capital stock of the Company consists of 100,000,000 shares of common stock, par value $0.001 per share, of which 63,139,161 are outstanding and 40,000,000 shares of preferred stock, par value $0.001 per share, of which no shares are outstanding. The Company Stock owned by Stockholder is free and clear of Encumbrances. The Company Stock has been duly authorized and validly issued, is fully paid and nonassessable, and to Stockholder's knowledge, such shares were offered, issued, sold and delivered by the Company in compliance with all applicable state and federal securities laws. The Company Stock was not issued in violation of the preemptive rights of any past or present stockholder. The Company’s stock record book, as heretofore made available to Purchaser, is correct and complete in all respects material to Purchaser.

d. TRANSACTIONS IN CAPITAL STOCK. No right of first refusal, option, warrant, call, conversion right or commitment of any kind exists which obligates the Company to issue any of its authorized but unissued capital stock. In addition, there are no (a) outstanding securities or obligations that are convertible into or exchangeable for any shares of the capital stock or other equity securities of the Company, or (b) contracts, arrangements or commitments, written or otherwise, under which the Company is or may become bound to sell or otherwise issue any shares of its capital stock or any other equity securities. Without limiting the generality of the foregoing, there is no basis upon which any Person (other than Stockholder and those shareholders that comprise the 63,139,161 outstanding shares of common stock in the Company) may claim to be in any way the record or beneficial owner of, or to be entitled to acquire (of record or beneficially), any shares of the capital stock or other equity securities of the Company, and no person has made or threatened to make, or, to the Company's and Stockholder's knowledge, will in the future make, any such claim. In addition, the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof. There has been no transaction or action taken with respect to the equity ownership of the Company in contemplation of the transaction described in this Agreement.

e. APPROVALS. To Stockholder's knowledge, no authorization, consent or approval of, or registration or filing with, any governmental authority or any other person is or was required to be, and has not been, obtained or made by the Company or Stockholder in connection with the execution, delivery or performance of this Agreement.

f. CONFORMITY WITH LAW; PENDING OR THREATENED CLAIMS.

i. No Conflict. To the best of Stockholder’s knowledge, neither the execution and delivery of this Agreement, nor the consummation of the transaction contemplated hereunder will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, or other restriction of any government, governmental agency, or court to which the Company or Stockholder is subject or any provision of the Articles of Incorporation or Bylaws of the Company or Memorandum and Articles of Association of Stockholder, or conflict with, result in a breach of or constitute a default under, or require any notice under any agreement, contract, lease instrument, or other arrangement to which the Company is a party by which is bound.

ii. Legal Proceedings and Threatened Claims. The Company is not subject to any outstanding injunction, judgment, order, decree, ruling or charge or a party to or to Stockholder's knowledge, threatened to be made a party to any action, suit, proceeding, hearing, or investigation of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator, including without limitation, any threat of condemnation or the exercise of eminent domain. Neither the Company nor Stockholder has any reason to believe that any such action, suit proceeding, hearing, or investigation may be brought or threatened against the Company.

g. RELATIONS WITH GOVERNMENTS. To Stockholder's Knowledge, the Company has at all times complied, and is in compliance, with the Foreign Corrupt Practices Act and with all foreign laws and regulations relating to prevention of corrupt practices.

h. DISCLOSURE. The Company’s most recent annual report and subsequent quarterly reports filed with the Securities and Exchange Commission do not include any untrue statement of a material fact.

i. BROKERAGE. Neither the Company nor Stockholder has not entered into any agreements for brokerage commissions, finders' fees or similar compensation in connection with the transactions contemplated by this Agreement.

j. RESTRICTIONS ON TRANSFER OF THE PURCHASER SHARES UNDER SECURITIES LAWS AND INVESTMENT REPRESENTATIONS.

i. Stockholder understands that Stockholder must bear the economic risk of the investment in the Purchaser Shares for an indefinite period of time because the Purchaser Shares are not registered under the Securities Act of 1933, as amended (the "1933 Act") or the securities laws of any state or other jurisdiction. Stockholder has been advised that there is currently no public market for the Purchaser Shares and that the Purchaser Shares are not being registered under the 1933 Act upon the basis that the transactions involving its sale are exempt from such registration requirements, and that reliance by Purchaser on such exemption is predicated in part on Stockholder's representations set forth in this Agreement. Stockholder acknowledges that no representations of any kind concerning the future ability to offer or sell the Purchaser Shares in a public offering or otherwise have been made to Stockholder by Purchaser or any other person or entity. Stockholder understands that Purchaser makes no covenant, representation or warranty with respect to the registration of securities under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning Purchaser. Accordingly, Stockholder acknowledges that there is no assurance that there will ever be any public market for the Purchaser Shares or, that Stockholder will be able to publicly offer or sell any Purchaser Shares.

ii. Stockholder represents and warrants that Stockholder is able to bear the economic risk of losing Stockholder's entire investment in Purchaser, which investment is not disproportionate to Stockholder's net worth, and that Stockholder has adequate means of providing for Stockholder's current needs and personal contingencies without regard to the investment in Purchaser. Stockholder acknowledges that an investment in Purchaser involves a high degree of risk. Stockholder acknowledges that Stockholder and Stockholder's advisors have had an opportunity to ask questions of and to receive answers from the officers of Purchaser and to obtain additional information in writing to the extent that Purchaser possesses such information or could acquire it without unreasonable effort or expense: (i) relative to Purchaser and the Purchaser Shares; and (ii) necessary to verify the accuracy of any information, documents, books and records furnished. Stockholder represents, warrants and covenants to Purchaser that Stockholder is a resident of the state indicated in the introductory clause of this Agreement and will be the sole party in interest as to the Purchaser Shares acquired hereunder and is acquiring the Purchaser Shares for Stockholder's own account, for investment only, and not with a view toward the resale or distribution thereof.

iii. Stockholder agrees that Stockholder will not attempt to pledge, transfer, convey or otherwise dispose of the Purchaser Shares in a transaction that is the subject of either (i) an effective registration statement under the 1933 Act and any applicable state securities laws, or (ii) an opinion of counsel, which opinion of counsel shall be satisfactory to Purchaser, to the effect that such registration is not required. Purchaser may rely on such an opinion of Stockholder's counsel in making such determination. Stockholder consents to the placement of legends on any certificates or documents representing any of Purchaser Shares stating that the Purchaser Shares have not been registered under the 1933 Act or any applicable state securities laws and setting forth or referring to the restrictions on transferability and sale thereof. Stockholder is aware that Purchaser will make a notation in its appropriate records, and notify its transfer agent, with respect to the restrictions on the transferability of the Purchaser Shares.

iv. Stockholder represents and warrants that he is familiar with the business in which Purchaser is engaged and, based upon his knowledge and experience in financial and business matters, is familiar with investments of this sort that Stockholder is undertaking herein, is fully aware of the problems and risks involved in making an investment of this type, and is capable of evaluating the merits and risks of this investment. Stockholder represents and warrants that Stockholder is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated pursuant to the 1933 Act. Stockholder also acknowledges that he is not acquiring the Purchaser Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Purchaser Shares but rather upon Stockholder's own independent examination and judgment as to the prospects of Purchaser. Stockholder acknowledges that Purchaser has made no oral or written representations or warranties in connection with the issuance of the Purchaser Shares and Purchaser has not made or delivered to Stockholder any financial projections or forecasts.

v. Stockholder represents and warrants that these Purchaser Shares are being issued to Stockholder without any form of general solicitation or advertising of any type by or on behalf of Purchaser or any of its officers, directors, affiliates, agents or representatives.

3. REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Stockholder as follows:

a. ORGANIZATION AND STANDING. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and Purchaser is duly authorized, qualified and licensed under all applicable laws, regulations, and ordinances of public authorities to own its properties and assets and to carry on its business in the places and in the manner as it is now conducted except for where the failure to be so authorized, qualified or licensed would not have a Material Adverse Effect on its business.

b. AUTHORIZATION AND BINDING OBLIGATION. Purchaser has full corporate power and authority to enter into and perform this Agreement and the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Purchaser have been duly and validly authorized by all necessary action. This Agreement has been duly executed and delivered by Purchaser and constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and by the exercise of judicial discretion in accordance with equitable principles.

c. NO CONFLICTS. The execution, delivery and performance of this Agreement by Purchaser and the issuance and delivery of the Purchaser Shares to be received by Stockholder pursuant to this Agreement (i) will not violate the Articles of Incorporation or Bylaws of Purchaser; (ii) will not violate any applicable law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to Purchaser; and (iii) will not, either alone or with the giving of notice or the passage of time or both, conflict with, constitute grounds for termination of, or result in a breach of the terms, conditions or provisions of, or constitute a default under any material agreement, instrument, license or permit to which Purchaser is now subject.

d. APPROVALS. The execution, delivery and performance of this Agreement by Purchaser and the issuance and delivery of the Purchaser Shares to be received by Stockholder pursuant to this Agreement do not require (i) the consent, approval or authorization of any governmental or regulatory authority having jurisdiction over Purchaser or of any third party that have not been obtained, or (ii) the submission or filing of any notice, report or other filing with any governmental or regulatory authority having jurisdiction over Purchaser.

e. BROKERAGE. Purchaser has not entered into any agreements for brokerage commissions, finders' fees or similar compensation in connection with the transactions contemplated by this Agreement.

f. LITIGATION AND ADMINISTRATIVE PROCEEDINGS. To Purchaser's knowledge, there is no litigation, proceeding or investigation pending or, to the best knowledge of Purchaser, threatened against Purchaser in any federal, state or local court, or before any administrative agency, that seeks to enjoin or prohibit, or otherwise questions the validity of, any action taken or to be taken pursuant to or in connection with this Agreement.

g. RESTRICTIONS ON TRANSFER OF COMPANY STOCK UNDER SECURITIES LAWS AND INVESTMENT REPRESENTATIONS.

i. Purchaser understands that Purchaser must bear the economic risk of the investment in the Company Stock for an indefinite period of time because the Company Stock is not registered under the Securities Act of 1933, as amended (the "1933 Act"). Stockholder has been advised that the Company has filed a Form 15 with the Securities and Exchange Commission to terminate the registration under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and suspend the registration under Section 15(d) of the 1934 Act, and that reliance by Purchaser on such exemption is predicated in part on the Company's representations set forth in this Agreement. Purchaser acknowledges that no representations of any kind concerning the future ability to offer or sell the Company Stock in a public offering or otherwise have been made to Purchaser by the Company or any other person or entity. Purchaser understands that the Company makes no covenant, representation or warranty with respect to the registration of securities under the 1934 Act, or its dissemination to the public of any current financial or other information concerning the Company. Accordingly, Purchaser acknowledges that Purchaser will be able to publicly offer or sell any Company Stock.

ii. Purchaser represents and warrants that Purchaser is able to bear the economic risk of losing Purchaser’s entire investment in the Company, which investment is not disproportionate to the Company's net worth, and that Purchaser has adequate means of providing for Purchaser's current needs and personal contingencies without regard to the investment in the Company. Purchaser acknowledges that an investment in the Company involves a high degree of risk. Purchaser acknowledges that Purchaser and Purchaser's advisors have had an opportunity to ask questions of and to receive answers from the officers of Stockholder and to obtain additional information in writing to the extent that Stockholder possesses such information or could acquire it without unreasonable effort or expense: (i) relative to the Company and the Company Stock; and (ii) necessary to verify the accuracy of any information, documents, books and records furnished. Purchaser represents, warrants and covenants to Stockholder that Purchaser is a resident of the state indicated in the introductory clause of this Agreement and will be the sole party in interest as to the Company Stock acquired hereunder and is acquiring the Company Stock for Purchaser’s own account, for investment only, and not with a view toward the resale or distribution thereof.

iii. Purchaser agrees that Purchaser will not attempt to pledge, transfer, convey or otherwise dispose of the Company Stock in a transaction that is the subject of either (i) an effective registration statement under the 1933 Act and any applicable state securities laws, or (ii) an opinion of counsel, which opinion of counsel shall be satisfactory to Company, to the effect that such registration is not required. Purchaser may rely on such an opinion of the Company's counsel in making such determination. Purchaser consents to the placement of legends on any certificates or documents representing any of the Company Stock stating that the Company Stock has not been registered under the 1933 Act or any applicable state securities laws and setting forth or referring to the restrictions on transferability and sale thereof. Purchaser is aware that Stockholder will make the Company make a notation in its appropriate records, and notify its transfer agent, with respect to the restrictions on the transferability of the Company Stock.

iv. Purchaser represents and warrants that he is familiar with the business in which the Company is engaged and, based upon his knowledge and experience in financial and business matters, is familiar with investments of this sort that Purchaser is undertaking herein, is fully aware of the problems and risks involved in making an investment of this type, and is capable of evaluating the merits and risks of this investment. Purchaser represents and warrants that Purchaser is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated pursuant to the 1933 Act. Purchaser also acknowledges that he is not acquiring the Company Stock based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Company Stock but rather upon Purchaser's own independent examination and judgment as to the prospects of the Company. Purchaser acknowledges that Stockholder or the Company has made no oral or written representations or warranties in connection with the transfer of the Company Stock and Stockholder has not made or delivered to Purchaser any financial projections or forecasts.

v. Purchaser represents and warrants that the Company Stock is being issued to Purchaser without any form of general solicitation or advertising of any type by or on behalf of the Company or any of its officers, directors, affiliates, agents or representatives.

h. CAPITALIZATION OF PURCHASER; THE PURCHASER SHARES TO BE RECEIVED BY STOCKHOLDER. As of the date of this Agreement, one share was issued and outstanding. No right of first refusal, warrant, call, conversion right or commitment of any kind exists which obligates Purchaser to issue any of its shares, and (i) there are no (a) outstanding securities or obligations that are convertible into or exchangeable for any shares of the capital stock or other equity securities of Purchaser, or (b) contracts, arrangements or commitments, written or otherwise, under which Purchaser is or may become bound to sell or otherwise issue any shares of its capital stock or any other equity securities. The Purchaser Shares to be received by Stockholder pursuant to this Agreement will, when issued and delivered to Stockholder, be duly and validly issued, fully paid, nonassessable and free of preemptive rights or other restrictions other than those imposed pursuant to securities laws and those expressly provided for in this Agreement. The Purchaser Shares delivered to Stockholder pursuant to this Agreement have not been registered under the 1933 Act.

4. RELEASE BY STOCKHOLDER. STOCKHOLDER HEREBY AGREES AND CONFIRMS THAT IT HEREBY FULLY RELEASES, ACQUITS AND FOREVER DISCHARGES THE COMPANY, FROM ANY AND ALL LIABILITY, CLAIM, DAMAGE, SUIT, COST, EXPENSE OR OBLIGATION OF ANY NATURE WHATSOEVER WHETHER KNOWN OR UNKNOWN, ARISING IN RESPECT OF OR IN CONNECTION WITH ANY TIME OR PERIOD OF TIME PRIOR TO THE DATE HEREOF.

5. CERTAIN DEFINITIONS

"Encumbrances" shall mean mortgages, liens, pledges, encumbrances (legal or equitable), claims, charges, security interests, covenants, conditions, voting and other restrictions, rights-of-way, easements, options, encroachments, rights of others and any other matters affecting title, except, in the case of the Purchaser Shares, for restrictions on the sale or other disposition thereof imposed by federal or state securities laws.

"Government Authority" shall mean any government or state (or any subdivision thereof), whether domestic, foreign or multinational, or any agency, authority, bureau, commission, department or similar body or instrumentality thereof, or any government court or tribunal.

"Legal Requirement" shall mean any law, statute, ordinance, code, rule, regulation, standard, judgment, decree, writ, ruling, arbitration award, injunction, order or other requirement of any Government Authority.

"Material Adverse Effect" shall mean any material adverse change in or effect on, or any change that may reasonably be expected to have a material adverse effect on, (i) the business, operations, assets, liabilities, condition (financial or otherwise), results of operations, or prospects or (ii) the ability to consummate the transactions contemplated by this Agreement.

"Person" (whether or not capitalized) shall mean and include an individual, corporation, company, limited liability company, limited liability partnership, partnership, joint venture, association, trust, and other unincorporated organization or entity and a governmental entity or any department or agency thereof.

6. GENERAL

a. COOPERATION. Stockholder and Purchaser shall each deliver or cause to be delivered to the other on the Closing Date, and at such other times and places as shall be reasonably agreed to, such additional instruments as the other may reasonably request for the purpose of carrying out this Agreement. Stockholder will cooperate and use his best efforts to have the present officers, directors and employees of the Company cooperate with Purchaser on and after the Closing Date in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings, arrangements or disputes of any nature with respect to matters pertaining to all periods prior to the Closing Date.

b. SUCCESSORS AND ASSIGNS. This Agreement and the rights of the parties hereunder may not be assigned except by operation of law to any entity under common control with Purchaser or any parent or subsidiary of Purchaser or with the prior written consent of the other parties, and shall be binding upon and shall inure to the benefit of the parties hereto, the successors and permitted assigns of Purchaser, and the heirs and legal representatives of Stockholder. If this Agreement is assigned by Purchaser, Purchaser shall not be released from any of its obligations under this Agreement.

c. ENTIRE AGREEMENT. This Agreement and the other writings specifically identified herein or contemplated hereby contain the entire agreement and understanding between Stockholder and Purchaser with respect to the transactions contemplated herein and supersede any prior agreement and understanding relating to the subject matter of this Agreement. This Agreement may be modified or amended only by a written instrument executed by Stockholder and Purchaser.

d. COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, which may be in electronic form or PDF each of which shall be deemed an original and all of which together shall constitute but one and the same instrument.

e. BROKERS AND AGENTS. Each party represents and warrants that it employed no broker or agent in connection with this transaction and agrees to indemnify the other against all loss, cost, damages or expense arising out of claims for fees or commission of brokers employed or alleged to have been employed by such indemnifying party.

f. PAYMENT OF EXPENSES. Each of the parties hereto shall pay all its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby.

g. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of Nevada. The parties agrees to submit to the exclusive jurisdiction of the Nevada courts to resolve any dispute under this Agreement.

h. EXERCISE OF RIGHTS AND REMEDIES. Except as otherwise provided herein, no delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

i. REFORMATION AND SEVERABILITY. In case any provision of this Agreement shall be invalid, illegal or unenforceable, it shall, to the extent possible, be modified in such a manner as to be valid, legal and enforceable but so as to most nearly retain the intent of the parties, and if such modification is not possible, such provision shall be severed from this Agreement, and in either case the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

XINKE PETROCHEMICALS INC.

/s/ Chunfeng Tao
By: Chunfeng Tao
Its: President


Delight Reward Limited

/s/ Chunfeng Tao
By: Chunfeng Tao
Its: Director

EX-7.3 4 sc13d1216a2deligex7iii_key.htm PURCHASE AGREEMENT BETWEEN XINKE AND ZHANG GUO QIANG, DATED DECEMBER 19, 2016

Exhibit 7.3

Execution Version

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (the “Agreement”) is made as of December 19, 2016, by and between XINKE PETROCHEMICALS INC., a Nevada corporation (“Purchaser”) and Zhang Guo Qiang, a resident of Hong Kong (“Stockholder”).

WHEREAS, Stockholder desires to exchange its 2,734,698 shares of common stock comprising approximately 4.3% of the issued and outstanding shares (such shares, the “Company Stock”) of capital stock of Keyuan Petrochemicals, Inc., a Nevada corporation (the “Company”) for the Purchaser Shares (as defined below) on the terms set forth in this Agreement;

1. EXCHANGE OF CAPITAL STOCK; CLOSING

a. EXCHANGE OF STOCK. On the basis of the representations, warranties, covenants and agreements set forth herein, at the Closing (as defined in Section 1.3 below) Purchaser will purchase from Stockholder, and Stockholder will sell, convey and assign to Purchaser all of the Company Stock.

b. CONTRIBUTION CONSIDERATION. In consideration of the exchange of the Company Stock and the representations, warranties, covenants and agreements of Stockholder set forth herein, Purchaser will issue and deliver to Stockholder 2,734,698 shares of common stock in Purchaser (the “Purchaser Shares”).

2. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

Stockholder hereby represents and warrants that all of the following representations and warranties are true as of the date of this Agreement and on the Closing Date:

a. AUTHORIZATION. The Stockholder is a resident of Hong Kong and has investment and voting control over the Company Stock. Stockholder has the full legal right, power and authority to enter into this Agreement. This Agreement has been duly executed and delivered by Stockholder and, assuming the due execution and delivery hereof and thereof by Purchaser, this Agreement constitutes, and at the will constitute, the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except as enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and by the exercise of judicial discretion in accordance with equitable principles.

b. CAPITAL STOCK OF THE COMPANY. The Company Stock beneficially or directly owned by Stockholder is free and clear of Encumbrances. The Company Stock has been duly authorized and validly issued, is fully paid and nonassessable, and to Stockholder's Knowledge, such shares were offered, issued, sold and delivered by the Company in compliance with all applicable state and federal securities laws. The Company Stock was not issued in violation of the preemptive rights of any past or present stockholder.

c. BROKERAGE. The Stockholder has not entered into any agreements for brokerage commissions, finders' fees or similar compensation in connection with the transactions contemplated by this Agreement.

d. RESTRICTIONS ON TRANSFER OF PURCHASER SHARES UNDER SECURITIES LAWS AND INVESTMENT REPRESENTATIONS.

i. Stockholder understands that Stockholder must bear the economic risk of the investment in the Purchaser Shares for an indefinite period of time because the Purchaser Shares are not registered under the Securities Act of 1933, as amended (the "1933 Act") or the securities laws of any state or other jurisdiction. Stockholder has been advised that there is currently no public market for the Purchaser Shares and that the Purchaser Shares are not being registered under the 1933 Act upon the basis that the transactions involving its sale are exempt from such registration requirements, and that reliance by Purchaser on such exemption is predicated in part on the Stockholder's representations set forth in this Agreement. Stockholder acknowledges that no representations of any kind concerning the future ability to offer or sell the Purchaser Shares in a public offering or otherwise have been made to Stockholder by Purchaser or any other person or entity. Stockholder understands that Purchaser makes no covenant, representation or warranty with respect to the registration of securities under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning Purchaser. Accordingly, Stockholder acknowledges that there is no assurance that there will ever be any public market for the Purchaser Shares or that the Stockholder will be able to publicly offer or sell any Purchaser Shares.

iii. Stockholder agrees that Stockholder will not attempt to pledge, transfer, convey or otherwise dispose of the Purchaser Shares in a transaction that is the subject of either (i) an effective registration statement under the 1933 Act and any applicable state securities laws, or (ii) an opinion of counsel, which opinion of counsel shall be satisfactory to Purchaser, to the effect that such registration is not required. Purchaser may rely on such an opinion of Stockholder's counsel in making such determination. Stockholder consents to the placement of legends on any certificates or documents representing any of the Purchaser Shares stating that the Purchaser Shares have not been registered under the 1933 Act or any applicable state securities laws and setting forth or referring to the restrictions on transferability and sale thereof. Stockholder is aware that Purchaser will make a notation in its appropriate records, and notify its transfer agent, with respect to the restrictions on the transferability of the Purchaser Shares.

3. REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Stockholder as follows:

e. BROKERAGE. Purchaser has not entered into any agreements for brokerage commissions, finders' fees or similar compensation in connection with the transactions contemplated by this Agreement.

f. LITIGATION AND ADMINISTRATIVE PROCEEDINGS. To Purchaser's Knowledge, there is no litigation, proceeding or investigation pending or, to the best knowledge of Purchaser, threatened against Purchaser in any federal, state or local court, or before any administrative agency, that seeks to enjoin or prohibit, or otherwise questions the validity of, any action taken or to be taken pursuant to or in connection with this Agreement.

g. CAPITALIZATION OF PURCHASER; PURCHASER SHARES TO BE RECEIVED BY STOCKHOLDER. As of the date of this Agreement, there is one (1) share issued and outstanding. No right of first refusal, warrant, call, conversion right or commitment of any kind exists which obligates Purchaser to issue any of its shares, and (i) there are no (a) outstanding securities or obligations that are convertible into or exchangeable for any shares of the capital stock or other equity securities of Purchaser, or (b) contracts, arrangements or commitments, written or otherwise, under which Purchaser is or may become bound to sell or otherwise issue any shares of its capital stock or any other equity securities. The Purchaser Shares to be received by Stockholder pursuant to this Agreement will, when issued and delivered to Stockholder, be duly and validly issued, fully paid, nonassessable and free of preemptive rights or other restrictions other than those imposed pursuant to securities laws and those expressly provided for in this Agreement. The Purchaser Shares delivered to Stockholder pursuant to this Agreement have not been registered under the 1933 Act.

5. CERTAIN DEFINITIONS

"Knowledge" shall mean facts that are known by Stockholder.

"Purchaser’s Knowledge" shall mean facts that are known by Purchaser's executive officers and directors.

6. GENERAL

Closing Date.

d. COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, which may be in electronic form or PDF, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument.

f. PAYMENT OF EXPENSES. Each of the parties hereto shall pay all its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

XINKE PETROCHEMICALS INC.

/s/ Chunfeng Tao
By: Chunfeng Tao
Its: President

/s/ Zhang Guo Qiang
ZHANG GUO QIANG

[Signature Page to Purchase Agreement between Zhang Guo Qiang and XinKe Petrochemicals Inc.]

EX-7.4 5 sc13d1216a2deligex7iv_key.htm PURCHASE AGREEMENT BETWEEN XINKE AND ZHU YINGDONG, DATED DECEMBER 19, 2016

Exhibit 7.4

Execution Version

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (the “Agreement”) is made as of December 19, 2016, by and between XINKE PETROCHEMICALS INC. a Nevada corporation (“Purchaser”) and Zhu Yingdong, a resident of China (“Stockholder”).

WHEREAS, Stockholder desires to exchange its 87,355 shares of common stock comprising approximately 0.1% of the issued and outstanding shares (such shares, the “Company Stock”) of capital stock of Keyuan Petrochemicals, Inc., a Nevada corporation (the “Company”) for the Purchaser Shares (as defined below) on the terms set forth in this Agreement;

1. EXCHANGE OF CAPITAL STOCK; CLOSING

b. CONTRIBUTION CONSIDERATION. In consideration of the exchange of the Company Stock and the representations, warranties, covenants and agreements of Stockholder set forth herein, Purchaser will issue and deliver to Stockholder 87,355 shares of common stock in Purchaser (the “Purchaser Shares”).

c. CLOSING. The closing of the purchase and sale of the Company Stock (the “Closing”) is being held contemporaneously with the execution and delivery of this Agreement at the offices of The Doney Law Firm, 4955 S. Durango Rd. Suite 165, Las Vegas, NV 89113, on the date hereof, or such other place and such other time as the parties shall agree. The date of the Closing is referred to as the “Closing Date.” At the Closing, Stockholder shall deliver to Purchaser the stock certificates of the Company duly endorsed or accompanied by duly executed stock powers (with a medallion guaranty, if required by the Company’s transfer agent) or other documents sufficient to validly transfer the Company Stock to Purchaser. Contemporaneously, Purchaser shall issue to Stockholder the stock certificates representing the Purchaser Shares.

2. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

Stockholder hereby represents and warrants that all of the following representations and warranties are true as of the date of this Agreement and on the Closing Date:

a. AUTHORIZATION. The Stockholder is a resident of China and has investment and voting control over the Company Stock. Stockholder has the full legal right, power and authority to enter into this Agreement. This Agreement has been duly executed and delivered by Stockholder and, assuming the due execution and delivery hereof and thereof by Purchaser, this Agreement constitutes, and at the will constitute, the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except as enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and by the exercise of judicial discretion in accordance with equitable principles.

Execution Version

b. CAPITAL STOCK OF THE COMPANY. The Company Stock owned beneficially or directly by Stockholder is free and clear of Encumbrances. The Company Stock has been duly authorized and validly issued, is fully paid and nonassessable, and to Stockholder's Knowledge, such shares were offered, issued, sold and delivered by the Company in compliance with all applicable state and federal securities laws. The Company Stock was not issued in violation of the preemptive rights of any past or present stockholder.

c. BROKERAGE. The Stockholder has not entered into any agreements for brokerage commissions, finders' fees or similar compensation in connection with the transactions contemplated by this Agreement.

d. RESTRICTIONS ON TRANSFER OF PURCHASER SHARES UNDER SECURITIES LAWS AND INVESTMENT REPRESENTATIONS.

i. Stockholder understands that Stockholder must bear the economic risk of the investment in the Purchaser Shares for an indefinite period of time because the Purchaser Shares are not registered under the Securities Act of 1933, as amended (the "1933 Act") or the securities laws of any state or other jurisdiction. Stockholder has been advised that there is currently no public market for the Purchaser Shares and that the Purchaser Shares are not being registered under the 1933 Act upon the basis that the transactions involving its sale are exempt from such registration requirements, and that reliance by Purchaser on such exemption is predicated in part on the Stockholder's representations set forth in this Agreement. Stockholder acknowledges that no representations of any kind concerning the future ability to offer or sell the Purchaser Shares in a public offering or otherwise have been made to Stockholder by Purchaser or any other person or entity. Stockholder understands that Purchaser makes no covenant, representation or warranty with respect to the registration of securities under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning Purchaser. Accordingly, Stockholder acknowledges that there is no assurance that there will ever be any public market for the Purchaser Shares or that the Stockholder will be able to publicly offer or sell any Purchaser Shares.

Execution Version

iii. Stockholder agrees that Stockholder will not attempt to pledge, transfer, convey or otherwise dispose of the Purchaser Shares in a transaction that is the subject of either (i) an effective registration statement under the 1933 Act and any applicable state securities laws, or (ii) an opinion of counsel, which opinion of counsel shall be satisfactory to Purchaser, to the effect that such registration is not required. Purchaser may rely on such an opinion of Stockholder's counsel in making such determination. Stockholder consents to the placement of legends on any certificates or documents representing any of the Purchaser Shares stating that the Purchaser Shares have not been registered under the 1933 Act or any applicable state securities laws and setting forth or referring to the restrictions on transferability and sale thereof. Stockholder is aware that Purchaser will make a notation in its appropriate records, and notify its transfer agent, with respect to the restrictions on the transferability of the Purchaser Shares.

3. REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Stockholder as follows:

Execution Version

e. BROKERAGE. Purchaser has not entered into any agreements for brokerage commissions, finders' fees or similar compensation in connection with the transactions contemplated by this Agreement.

5. CERTAIN DEFINITIONS

Execution Version

"Knowledge" shall mean facts that are known by Stockholder.

"Purchaser’s Knowledge" shall mean facts that are known by Purchaser's executive officers and directors.

6. GENERAL

Closing Date.

Execution Version

f. PAYMENT OF EXPENSES. Each of the parties hereto shall pay all its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby.

[Signature Page Follows]

Execution Version

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

XINKE PETROCHEMICALS INC.

/s/ Chunfeng Tao
By: Chunfeng Tao
Its: President

/s/ Zhu Yingdong
ZHU YINGDONG

[Signature Page to Purchase Agreement between Zhu Yingdong and XinKe Petrochemicals Inc.]

EX-7.5 6 sc13d1216a2deligex7v_key.htm PURCHASE AGREEMENT BETWEEN XINKE AND CHEN HAIPING, DATED DECEMBER 19, 2016

Exhibit 7.5

Execution Version

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (the “Agreement”) is made as of December 19, 2016, by and between XINKE PETROCHEMICALS INC., a Nevada corporation (“Purchaser”) and Chen Haiping, a resident of China (“Stockholder”).

WHEREAS, Stockholder desires to exchange its 780,808 shares of common stock comprising approximately 1.2% of the issued and outstanding shares (such shares, the “Company Stock”) of capital stock of Keyuan Petrochemicals, Inc., a Nevada corporation (the “Company”) for the Purchaser Shares (as defined below) on the terms set forth in this Agreement;

1. EXCHANGE OF CAPITAL STOCK; CLOSING

b. CONTRIBUTION CONSIDERATION. In consideration of the exchange of the Company Stock and the representations, warranties, covenants and agreements of Stockholder set forth herein, Purchaser will issue and deliver to Stockholder 780,808 shares of common stock in Purchaser (the “Purchaser Shares”).

c. CLOSING. The closing of the purchase and sale of the Company Stock (the “Closing”) is being held contemporaneously with the execution and delivery of this Agreement at the offices of The Doney Law Firm, 4955 S. Durango Rd. Suite 165, Las Vegas, NV 89113, on the date hereof, or such other place and such other time as the parties shall agree. The date of the Closing is referred to as the “Closing Date.” At the Closing, Stockholder shall deliver to Purchaser the stock certificates of the Company duly endorsed or accompanied by duly executed stock powers (with a medallion guaranty, if required by the Company’s transfer agent) or other documents sufficient to validly transfer the Company Stock to Purchaser. Contemporaneously, Purchaser shall issue to Stockholder the stock certificates representing the Purchaser Shares.

2. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

Stockholder hereby represents and warrants that all of the following representations and warranties are true as of the date of this Agreement and on the Closing Date:

c. BROKERAGE. The Stockholder has not entered into any agreements for brokerage commissions, finders' fees or similar compensation in connection with the transactions contemplated by this Agreement.

d. RESTRICTIONS ON TRANSFER OF PURCHASER SHARES UNDER SECURITIES LAWS AND INVESTMENT REPRESENTATIONS.

i. Stockholder understands that Stockholder must bear the economic risk of the investment in the Purchaser Shares for an indefinite period of time because the Purchaser Shares are not registered under the Securities Act of 1933, as amended (the "1933 Act") or the securities laws of any state or other jurisdiction. Stockholder has been advised that there is currently no public market for the Purchaser Shares and that the Purchaser Shares are not being registered under the 1933 Act upon the basis that the transactions involving its sale are exempt from such registration requirements, and that reliance by Purchaser on such exemption is predicated in part on the Stockholder's representations set forth in this Agreement. Stockholder acknowledges that no representations of any kind concerning the future ability to offer or sell the Purchaser Shares in a public offering or otherwise have been made to Stockholder by Purchaser or any other person or entity. Stockholder understands that Purchaser makes no covenant, representation or warranty with respect to the registration of securities under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning Purchaser. Accordingly, Stockholder acknowledges that there is no assurance that there will ever be any public market for the Purchaser Shares or that the Stockholder will be able to publicly offer or sell any Purchaser Shares.

iii. Stockholder agrees that Stockholder will not attempt to pledge, transfer, convey or otherwise dispose of the Purchaser Shares in a transaction that is the subject of either (i) an effective registration statement under the 1933 Act and any applicable state securities laws, or (ii) an opinion of counsel, which opinion of counsel shall be satisfactory to Purchaser, to the effect that such registration is not required. Purchaser may rely on such an opinion of Stockholder's counsel in making such determination. Stockholder consents to the placement of legends on any certificates or documents representing any of the Purchaser Shares stating that the Purchaser Shares have not been registered under the 1933 Act or any applicable state securities laws and setting forth or referring to the restrictions on transferability and sale thereof. Stockholder is aware that Purchaser will make a notation in its appropriate records, and notify its transfer agent, with respect to the restrictions on the transferability of the Purchaser Shares.

3. REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Stockholder as follows:

e. BROKERAGE. Purchaser has not entered into any agreements for brokerage commissions, finders' fees or similar compensation in connection with the transactions contemplated by this Agreement.

5. CERTAIN DEFINITIONS

"Knowledge" shall mean facts that are known by Stockholder.

"Purchaser’s Knowledge" shall mean facts that are known by Purchaser's executive officers and directors.

6. GENERAL

Closing Date.

f. PAYMENT OF EXPENSES. Each of the parties hereto shall pay all its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

XINKE PETROCHEMICALS INC.

/s/ Chunfeng Tao
By: Chunfeng Tao
Its: President

/s/ Chen Haiping
Chen Haiping

[Signature Page to Purchase Agreement between Chen Haiping and XinKe Petrochemicals Inc.]

EX-7.6 7 sc13d1216a2deligex7vi_key.htm PURCHASE AGREEMENT BETWEEN XINKE AND FENG JIANFEN, DATED DECEMBER 19, 2016

Exhibit 7.6

Execution Version

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (the “Agreement”) is made as of December 19, 2016, by and between XINKE PETROCHEMICALS INC., a Nevada corporation (“Purchaser”) and Feng Jianfen, a resident of China (“Stockholder”).

WHEREAS, Stockholder desires to exchange its 14,000 shares of common stock comprising approximately .02% of the issued and outstanding shares (such shares, the “Company Stock”) of capital stock of Keyuan Petrochemicals, Inc., a Nevada corporation (the “Company”) for the Purchaser Shares (as defined below) on the terms set forth in this Agreement;

1. EXCHANGE OF CAPITAL STOCK; CLOSING

b. CONTRIBUTION CONSIDERATION. In consideration of the exchange of the Company Stock and the representations, warranties, covenants and agreements of Stockholder set forth herein, Purchaser will issue and deliver to Stockholder 14,000 shares of common stock in Purchaser (the “Purchaser Shares”).

c. CLOSING. The closing of the purchase and sale of the Company Stock (the “Closing”) is being held contemporaneously with the execution and delivery of this Agreement at the offices of The Doney Law Firm, 4955 S. Durango Rd. Suite 165, Las Vegas, NV 89113, on the date hereof, or such other place and such other time as the parties shall agree. The date of the Closing is referred to as the “Closing Date.” At the Closing, Stockholder shall deliver to Purchaser the stock certificates of the Company duly endorsed or accompanied by duly executed stock powers (with a medallion guaranty, if required by the Company’s transfer agent) or other documents sufficient to validly transfer the Company Stock to Purchaser. Contemporaneously, Purchaser shall issue to Stockholder the stock certificates representing the Purchaser Shares.

2. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

Stockholder hereby represents and warrants that all of the following representations and warranties are true as of the date of this Agreement and on the Closing Date:

c. BROKERAGE. The Stockholder has not entered into any agreements for brokerage commissions, finders' fees or similar compensation in connection with the transactions contemplated by this Agreement.

d. RESTRICTIONS ON TRANSFER OF PURCHASER SHARES UNDER SECURITIES LAWS AND INVESTMENT REPRESENTATIONS.

i. Stockholder understands that Stockholder must bear the economic risk of the investment in the Purchaser Shares for an indefinite period of time because the Purchaser Shares are not registered under the Securities Act of 1933, as amended (the "1933 Act") or the securities laws of any state or other jurisdiction. Stockholder has been advised that there is currently no public market for the Purchaser Shares and that the Purchaser Shares are not being registered under the 1933 Act upon the basis that the transactions involving its sale are exempt from such registration requirements, and that reliance by Purchaser on such exemption is predicated in part on the Stockholder's representations set forth in this Agreement. Stockholder acknowledges that no representations of any kind concerning the future ability to offer or sell the Purchaser Shares in a public offering or otherwise have been made to Stockholder by Purchaser or any other person or entity. Stockholder understands that Purchaser makes no covenant, representation or warranty with respect to the registration of securities under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning Purchaser. Accordingly, Stockholder acknowledges that there is no assurance that there will ever be any public market for the Purchaser Shares or that the Stockholder will be able to publicly offer or sell any Purchaser Shares.

iii. Stockholder agrees that Stockholder will not attempt to pledge, transfer, convey or otherwise dispose of the Purchaser Shares in a transaction that is the subject of either (i) an effective registration statement under the 1933 Act and any applicable state securities laws, or (ii) an opinion of counsel, which opinion of counsel shall be satisfactory to Purchaser, to the effect that such registration is not required. Purchaser may rely on such an opinion of Stockholder's counsel in making such determination. Stockholder consents to the placement of legends on any certificates or documents representing any of the Purchaser Shares stating that the Purchaser Shares have not been registered under the 1933 Act or any applicable state securities laws and setting forth or referring to the restrictions on transferability and sale thereof. Stockholder is aware that Purchaser will make a notation in its appropriate records, and notify its transfer agent, with respect to the restrictions on the transferability of the Purchaser Shares.

3. REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Stockholder as follows:

e. BROKERAGE. Purchaser has not entered into any agreements for brokerage commissions, finders' fees or similar compensation in connection with the transactions contemplated by this Agreement.

5. CERTAIN DEFINITIONS

"Knowledge" shall mean facts that are known by Stockholder.

"Purchaser’s Knowledge" shall mean facts that are known by Purchaser's executive officers and directors.

6. GENERAL

Closing Date.

f. PAYMENT OF EXPENSES. Each of the parties hereto shall pay all its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

XINKE PETROCHEMICALS INC.

/s/ Chunfeng Tao
By: Chunfeng Tao
Its: President

/s/ Feng Jianfen
Feng Jianfen

[Signature Page to Purchase Agreement between Feng Jianfen and XinKe Petrochemicals Inc.]

EX-7.7 8 sc13d1216a2deligex7vii_key.htm PURCHASE AGREEMENT BETWEEN XINKE AND CHEN QIAOYUN, DATED DECEMBER 19, 2016

Exhibit 7.7

Execution Version

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (the “Agreement”) is made as of December 19, 2016, by and between XINKE PETROCHEMICALS INC., a Nevada corporation (“Purchaser”) and Chen Qiaoyun, a resident of China (“Stockholder”).

WHEREAS, Stockholder desires to exchange its 14,500 shares of common stock comprising approximately 0.02% of the issued and outstanding shares (such shares, the “Company Stock”) of capital stock of Keyuan Petrochemicals, Inc., a Nevada corporation (the “Company”) for the Purchaser Shares (as defined below) on the terms set forth in this Agreement;

1. EXCHANGE OF CAPITAL STOCK; CLOSING

b. CONTRIBUTION CONSIDERATION. In consideration of the exchange of the Company Stock and the representations, warranties, covenants and agreements of Stockholder set forth herein, Purchaser will issue and deliver to Stockholder 14,500 shares of common stock in Purchaser (the “Purchaser Shares”).

c. CLOSING. The closing of the purchase and sale of the Company Stock (the “Closing”) is being held contemporaneously with the execution and delivery of this Agreement at the offices of The Doney Law Firm, 4955 S. Durango Rd. Suite 165, Las Vegas, NV 89113, on the date hereof, or such other place and such other time as the parties shall agree. The date of the Closing is referred to as the “Closing Date.” At the Closing, Stockholder shall deliver to Purchaser the stock certificates of the Company duly endorsed or accompanied by duly executed stock powers (with a medallion guaranty, if required by the Company’s transfer agent) or other documents sufficient to validly transfer the Company Stock to Purchaser. Contemporaneously, Purchaser shall issue to Stockholder the stock certificates representing the Purchaser Shares.

2. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

Stockholder hereby represents and warrants that all of the following representations and warranties are true as of the date of this Agreement and on the Closing Date:

c. BROKERAGE. The Stockholder has not entered into any agreements for brokerage commissions, finders' fees or similar compensation in connection with the transactions contemplated by this Agreement.

d. RESTRICTIONS ON TRANSFER OF PURCHASER SHARES UNDER SECURITIES LAWS AND INVESTMENT REPRESENTATIONS.

i. Stockholder understands that Stockholder must bear the economic risk of the investment in the Purchaser Shares for an indefinite period of time because the Purchaser Shares are not registered under the Securities Act of 1933, as amended (the "1933 Act") or the securities laws of any state or other jurisdiction. Stockholder has been advised that there is currently no public market for the Purchaser Shares and that the Purchaser Shares are not being registered under the 1933 Act upon the basis that the transactions involving its sale are exempt from such registration requirements, and that reliance by Purchaser on such exemption is predicated in part on the Stockholder's representations set forth in this Agreement. Stockholder acknowledges that no representations of any kind concerning the future ability to offer or sell the Purchaser Shares in a public offering or otherwise have been made to Stockholder by Purchaser or any other person or entity. Stockholder understands that Purchaser makes no covenant, representation or warranty with respect to the registration of securities under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning Purchaser. Accordingly, Stockholder acknowledges that there is no assurance that there will ever be any public market for the Purchaser Shares or that the Stockholder will be able to publicly offer or sell any Purchaser Shares.

iii. Stockholder agrees that Stockholder will not attempt to pledge, transfer, convey or otherwise dispose of the Purchaser Shares in a transaction that is the subject of either (i) an effective registration statement under the 1933 Act and any applicable state securities laws, or (ii) an opinion of counsel, which opinion of counsel shall be satisfactory to Purchaser, to the effect that such registration is not required. Purchaser may rely on such an opinion of Stockholder's counsel in making such determination. Stockholder consents to the placement of legends on any certificates or documents representing any of the Purchaser Shares stating that the Purchaser Shares have not been registered under the 1933 Act or any applicable state securities laws and setting forth or referring to the restrictions on transferability and sale thereof. Stockholder is aware that Purchaser will make a notation in its appropriate records, and notify its transfer agent, with respect to the restrictions on the transferability of the Purchaser Shares.

3. REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Stockholder as follows:

e. BROKERAGE. Purchaser has not entered into any agreements for brokerage commissions, finders' fees or similar compensation in connection with the transactions contemplated by this Agreement.

5. CERTAIN DEFINITIONS

"Knowledge" shall mean facts that are known by Stockholder.

"Purchaser’s Knowledge" shall mean facts that are known by Purchaser's executive officers and directors.

6. GENERAL

Closing Date.

f. PAYMENT OF EXPENSES. Each of the parties hereto shall pay all its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

XINKE PETROCHEMICALS INC.

/s/ Chunfeng Tao
By: Chunfeng Tao
Its: President

/s/ Chen Qiaoyun
CHEN QIAOYUN

[Signature Page to Purchase Agreement between Chen Qianyun and XinKe Petrochemicals Inc.]

EX-7.8 9 sc13d1216a2deligex7viii_key.htm PURCHASE AGREEMENT BETWEEN XINKE AND WU YOUSHUI, DATED DECEMBER 19, 2016

Exhibit 7.8

Execution Version

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (the “Agreement”) is made as of December 19, 2016, by and between XINKE PETROCHEMICALS INC., a Nevada corporation (“Purchaser”) and Wu Youshui, a resident of China (“Stockholder”).

WHEREAS, Stockholder desires to exchange its 134,096 shares of common stock comprising approximately 0.2% of the issued and outstanding shares (such shares, the “Company Stock”) of capital stock of Keyuan Petrochemicals, Inc., a Nevada corporation (the “Company”) for the Purchaser Shares (as defined below) on the terms set forth in this Agreement;

1. EXCHANGE OF CAPITAL STOCK; CLOSING

b. CONTRIBUTION CONSIDERATION. In consideration of the exchange of the Company Stock and the representations, warranties, covenants and agreements of Stockholder set forth herein, Purchaser will issue and deliver to Stockholder 134,096 shares of common stock in Purchaser (the “Purchaser Shares”).

c. CLOSING. The closing of the purchase and sale of the Company Stock (the “Closing”) is being held contemporaneously with the execution and delivery of this Agreement at the offices of The Doney Law Firm, 4955 S. Durango Rd. Suite 165, Las Vegas, NV 89113, on the date hereof, or such other place and such other time as the parties shall agree. The date of the Closing is referred to as the “Closing Date.” At the Closing, Stockholder shall deliver to Purchaser the stock certificates of the Company duly endorsed or accompanied by duly executed stock powers (with a medallion guaranty, if required by the Company’s transfer agent) or other documents sufficient to validly transfer the Company Stock to Purchaser. Contemporaneously, Purchaser shall issue to Stockholder the stock certificates representing the Purchaser Shares.

2. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

Stockholder hereby represents and warrants that all of the following representations and warranties are true as of the date of this Agreement and on the Closing Date:

c. BROKERAGE. The Stockholder has not entered into any agreements for brokerage commissions, finders' fees or similar compensation in connection with the transactions contemplated by this Agreement.

d. RESTRICTIONS ON TRANSFER OF PURCHASER SHARES UNDER SECURITIES LAWS AND INVESTMENT REPRESENTATIONS.

i. Stockholder understands that Stockholder must bear the economic risk of the investment in the Purchaser Shares for an indefinite period of time because the Purchaser Shares are not registered under the Securities Act of 1933, as amended (the "1933 Act") or the securities laws of any state or other jurisdiction. Stockholder has been advised that there is currently no public market for the Purchaser Shares and that the Purchaser Shares are not being registered under the 1933 Act upon the basis that the transactions involving its sale are exempt from such registration requirements, and that reliance by Purchaser on such exemption is predicated in part on the Stockholder's representations set forth in this Agreement. Stockholder acknowledges that no representations of any kind concerning the future ability to offer or sell the Purchaser Shares in a public offering or otherwise have been made to Stockholder by Purchaser or any other person or entity. Stockholder understands that Purchaser makes no covenant, representation or warranty with respect to the registration of securities under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning Purchaser. Accordingly, Stockholder acknowledges that there is no assurance that there will ever be any public market for the Purchaser Shares or that the Stockholder will be able to publicly offer or sell any Purchaser Shares.

iii. Stockholder agrees that Stockholder will not attempt to pledge, transfer, convey or otherwise dispose of the Purchaser Shares in a transaction that is the subject of either (i) an effective registration statement under the 1933 Act and any applicable state securities laws, or (ii) an opinion of counsel, which opinion of counsel shall be satisfactory to Purchaser, to the effect that such registration is not required. Purchaser may rely on such an opinion of Stockholder's counsel in making such determination. Stockholder consents to the placement of legends on any certificates or documents representing any of the Purchaser Shares stating that the Purchaser Shares have not been registered under the 1933 Act or any applicable state securities laws and setting forth or referring to the restrictions on transferability and sale thereof. Stockholder is aware that Purchaser will make a notation in its appropriate records, and notify its transfer agent, with respect to the restrictions on the transferability of the Purchaser Shares.

3. REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Stockholder as follows:

e. BROKERAGE. Purchaser has not entered into any agreements for brokerage commissions, finders' fees or similar compensation in connection with the transactions contemplated by this Agreement.

5. CERTAIN DEFINITIONS

"Knowledge" shall mean facts that are known by Stockholder.

"Purchaser’s Knowledge" shall mean facts that are known by Purchaser's executive officers and directors.

6. GENERAL

Closing Date.

f. PAYMENT OF EXPENSES. Each of the parties hereto shall pay all its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

XINKE PETROCHEMICALS INC.

/s/ Chunfeng Tao
By: Chunfeng Tao
Its: President

/s/ Wu Youshui
WU YOUSHUI

[Signature Page to Purchase Agreement between Wu Youshui and XinKe Petrochemicals Inc.]

EX-7.9 10 sc13d1216a2deligex7ix_key.htm PURCHASE AGREEMENT BETWEEN XINKE AND LIU FENG, DATED DECEMBER 19, 2016

Exhibit 7.9

Execution Version

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (the “Agreement”) is made as of December 19, 2016, by and between XINKE PETROCHEMICALS INC., a Nevada corporation (“Purchaser”) and Liu Feng, a resident of China (“Stockholder”).

WHEREAS, Stockholder desires to exchange its 46,408 shares of common stock comprising approximately 0.1% of the issued and outstanding shares (such shares, the “Company Stock”) of capital stock of Keyuan Petrochemicals, Inc., a Nevada corporation (the “Company”) for the Purchaser Shares (as defined below) on the terms set forth in this Agreement;

1. EXCHANGE OF CAPITAL STOCK; CLOSING

b. CONTRIBUTION CONSIDERATION. In consideration of the exchange of the Company Stock and the representations, warranties, covenants and agreements of Stockholder set forth herein, Purchaser will issue and deliver to Stockholder 46,408 shares of common stock in Purchaser (the “Purchaser Shares”).

c. CLOSING. The closing of the purchase and sale of the Company Stock (the “Closing”) is being held contemporaneously with the execution and delivery of this Agreement at the offices of The Doney Law Firm, 4955 S. Durango Rd. Suite 165, Las Vegas, NV 89113, on the date hereof, or such other place and such other time as the parties shall agree. The date of the Closing is referred to as the “Closing Date.” At the Closing, Stockholder shall deliver to Purchaser the stock certificates of the Company duly endorsed or accompanied by duly executed stock powers (with a medallion guaranty, if required by the Company’s transfer agent) or other documents sufficient to validly transfer the Company Stock to Purchaser. Contemporaneously, Purchaser shall issue to Stockholder the stock certificates representing the Purchaser Shares.

2. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

Stockholder hereby represents and warrants that all of the following representations and warranties are true as of the date of this Agreement and on the Closing Date:

c. BROKERAGE. The Stockholder has not entered into any agreements for brokerage commissions, finders' fees or similar compensation in connection with the transactions contemplated by this Agreement.

d. RESTRICTIONS ON TRANSFER OF PURCHASER SHARES UNDER SECURITIES LAWS AND INVESTMENT REPRESENTATIONS.

i. Stockholder understands that Stockholder must bear the economic risk of the investment in the Purchaser Shares for an indefinite period of time because the Purchaser Shares are not registered under the Securities Act of 1933, as amended (the "1933 Act") or the securities laws of any state or other jurisdiction. Stockholder has been advised that there is currently no public market for the Purchaser Shares and that the Purchaser Shares are not being registered under the 1933 Act upon the basis that the transactions involving its sale are exempt from such registration requirements, and that reliance by Purchaser on such exemption is predicated in part on the Stockholder's representations set forth in this Agreement. Stockholder acknowledges that no representations of any kind concerning the future ability to offer or sell the Purchaser Shares in a public offering or otherwise have been made to Stockholder by Purchaser or any other person or entity. Stockholder understands that Purchaser makes no covenant, representation or warranty with respect to the registration of securities under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning Purchaser. Accordingly, Stockholder acknowledges that there is no assurance that there will ever be any public market for the Purchaser Shares or that the Stockholder will be able to publicly offer or sell any Purchaser Shares.

iii. Stockholder agrees that Stockholder will not attempt to pledge, transfer, convey or otherwise dispose of the Purchaser Shares in a transaction that is the subject of either (i) an effective registration statement under the 1933 Act and any applicable state securities laws, or (ii) an opinion of counsel, which opinion of counsel shall be satisfactory to Purchaser, to the effect that such registration is not required. Purchaser may rely on such an opinion of Stockholder's counsel in making such determination. Stockholder consents to the placement of legends on any certificates or documents representing any of the Purchaser Shares stating that the Purchaser Shares have not been registered under the 1933 Act or any applicable state securities laws and setting forth or referring to the restrictions on transferability and sale thereof. Stockholder is aware that Purchaser will make a notation in its appropriate records, and notify its transfer agent, with respect to the restrictions on the transferability of the Purchaser Shares.

3. REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Stockholder as follows:

e. BROKERAGE. Purchaser has not entered into any agreements for brokerage commissions, finders' fees or similar compensation in connection with the transactions contemplated by this Agreement.

5. CERTAIN DEFINITIONS

"Knowledge" shall mean facts that are known by Stockholder.

"Purchaser’s Knowledge" shall mean facts that are known by Purchaser's executive officers and directors.

6. GENERAL

Closing Date.

f. PAYMENT OF EXPENSES. Each of the parties hereto shall pay all its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

XINKE PETROCHEMICALS INC.

/s/ Chunfeng Tao
By: Chunfeng Tao
Its: President

/s/ Liu Feng
Liu Feng

[Signature Page to Purchase Agreement between Liu Feng and XinKe Petrochemicals Inc.]