Additional Proxy Soliciting Materials (definitive) (defa14a)
24 Settembre 2013 - 10:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant
x
Filed by a Party other than the Registrant
¨
Check the appropriate box:
¨
Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
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Definitive
Proxy Statement
x
Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
Andatee China Marine Fuel Services Corporation
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(Name of Registrant as Specified In Its Charter
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant
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Payment of Filing Fee (Check the appropriate box):
x
No fee required.
¨
Fee computed on table below per Exchange Act Rules 14a-6(i)
(1) and 0-11.
(1) Title of each class of
securities to which transaction applies: _________________
(2) Aggregate number of securities
to which transaction applies: _________________
(3) Per unit price or other
underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated
and state how it was determined): _________________
(4) Proposed maximum aggregate
value of transaction: ___________________
(5) Total fee paid: _________________
¨
Fee paid previously with preliminary materials.
¨
Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
___________________
(2) Form, Schedule or Registration
Statement No. _____________________
(3) Filing Party: ____________________
(4) Date Filed: _____________________
Explanatory Note
Andatee China Marine
Fuel Services Corporation (the “Company”) recently became aware of an inadvertent administrative error in the last
two footnotes to the beneficial ownership table on page 9 of the definitive proxy statement on Schedule 14A (the “Proxy
Statement”) filed by the Company with the Securities and Exchange Commission on September 13, 2013 in connection with the
2013 Annual Meeting of Shareholders of the Company.
This additional filing is being made
solely to correct the above-referenced error. Except as specifically discussed in this Explanatory Note, no other changes have
been made to the Proxy Statement. This supplemental information should be read in conjunction with the Proxy Statement.
Security Ownership of Certain Beneficial
Owners and Management
Set forth below is information regarding
the beneficial ownership of our common stock, as of the record date, by:
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each person known to us that beneficially owns more than 5% of our outstanding shares of common stock;
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each of our named executive officers; and
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all of our current directors and executive officers as a group.
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We believe that, except
as otherwise noted below, each named beneficial owner has sole voting and investment power with respect to the shares listed. Unless
otherwise indicated in the footnotes, the address for each principal shareholder is in the care of Andatee, 24/F Xiwang Tower,
No. 136, Zhongshan Road, Zhongshan District Dalian, P.R. of China. On the record date, there were 9,860,159 shares of our common
stock issued and outstanding.
Executive Officers and Directors
Name
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Shares Owned (1)
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% of Class
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An Fengbin (2)
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4,890,451
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49.6%
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Wang Hao
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0
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*
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Wen Jiang (4)
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30,750
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*
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Yudong Hou (4)
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27,000
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*
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Zhenyu Wu
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0
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*
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All directors and executive officers as a group (4 people)
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4,948,201
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50.2%
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5% or more Shareholders
Star Blessing Enterprises Ltd. (3)
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4,651,200
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47.2%
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Wellington Management Company, LLP (5)
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692,133
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7.3%
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Wellington Trust Company, NA (6)
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692,133
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7.3%
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* Less
than 1%
(1) For purposes
of determining the amount of securities beneficially owned, share amounts include all common stock owned outright plus all shares
of common stock issuable upon conversion of convertible notes, or the exercise of options or warrants currently exercisable, or
exercisable within 60 days of the date hereof. The Percent of Class is based on the number of shares of the Company’s common
stock outstanding as of the record date. Shares of common stock issuable upon conversion of convertible notes, or the exercise
of options or warrants currently exercisable, or exercisable within 60 days of the record date, are deemed outstanding for the
purpose of computing the percentage ownership of the person holding such options or warrants, but are not deemed outstanding for
computing the percentage ownership of any other owners.
(2) Includes 4,651,200
shares of common stock directly beneficially owned by Star Blessing Enterprises Ltd., a British Virgin Islands company (“SBEL”)
and any options to acquire shares of the Company’s common stock exercisable within 60 days of the date of the beneficial
ownership calculation. The securities beneficially owned by SBEL may also be deemed to be indirectly owned by Mr. An due to the
fact that as of January 25, 2010, Mr. An had the power to vote and dispose of all of the securities of Oriental Excel Enterprises
Limited, a British Virgin Islands company (“OEEL”) pursuant to an Authorization Letter dated October 28, 2008, as supplemented
on July 10, 2009, and executed by Ms. Lai WaiChi, a citizen of Hong Kong, who held 100% equity interest in OEEL (the “Oriental
Interest”) as of that date. In addition, pursuant to a certain Agreement dated March 26, 2009, as amended on August 30, 2009,
between Mr. An and Ms. Lai, Mr. An was granted the right to acquire the Oriental Interest for no consideration in the event that
certain conditions are met.
(3) Wang Jing is
the sole director and stockholder of OEEL, which is the sole stockholder of SBEL, and Ms. Wang is also the sole director of SBEL.
Mr. An is the President, Secretary and Treasurer of OEEL and SBEL. Wang Jing is An Fengbin’s spouse, therefore may be deemed
to share voting power and the power to dispose or to direct the disposition of the shares of common stock so beneficially owned
by SBEL. Thus, Mr. An, Ms. Wang and OEEL may be deemed to be the beneficial owners of the shares owned by SBEL. Mailing address
for each Wang Jing, SBEL and OEEL is No.1 Bin Tao Yuan, No.20 West Binhai Rd, Xi Gang District, Dalian, China. Information taken
from the Schedule 13D filed with the SEC on December 27, 2011 reflecting ownership of our common stock as of November 14, 2011.
(4) Includes options to acquire shares
of common stock of the Company.
(5) Mailing address
for this entity is 280 Congress Street, Boston, MA 02210. Information taken solely from the Schedule 13G/A filed with the SEC
on February 14, 2013. The filing reflects that Wellington Management Company, LLP, in its capacity as investment adviser, may
be deemed to beneficially own 692,133 of the Company’s shares which are held of record by clients of Wellington Management.
According to the Schedule 13G/A filing, the securities are owned of record by clients of Wellington Management and those clients
have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities.
Also, according to the Schedule 13G/A, no such client is known to have such right or power with respect to more than five percent
of this class of securities other than Wellington Trust, which is disclosed in the Note below.
(6) Mailing address
for this entity is c/o Wellington Management Company, LLP, 280 Congress Street, Boston, MA 02210. Information taken solely from
the Schedule 13G/A filed with the SEC on February 14, 2013. The filing reflects that Wellington Trust Company, NA, in its capacity
as investment adviser, may be deemed to beneficially own 692,133 of our shares which are held of record by clients of Wellington
Trust. According to the Schedule 13G/A, the securities are owned of record by clients of Wellington Trust and those clients have
the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities.
Also according to the Schedule 13G/A, no such client is known to have such right or power with respect to more than five percent
of this class of securities.
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