EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT
This
Exclusive Equity Interest Purchase Agreement (hereinafter referred to
as “Agreement”) is
entered into by and among the following parties effective in Weifang, Shandong
Province, People’s Republic of China (hereinafter referred to as the “PRC”) as of February 1,
2011.
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Party
A:
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Beijing Binhai Yintai
Technology Co., Ltd., a wholly foreign-owned
enterprise duly established and validly existing under the laws of the
PRC.
|
Registered Address: Xxxx 0000, Xxxxx 00, Xxxxxxx Xxxxxxx
Xxxxx, Xxxxxxxx 9 of Mantingfangyuan Community, Qingyunli, Haidian District,
Beijing, PRC.
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Party
B:
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(1)
XXXX
Xxxxxxx, a citizen of
the PRC.
|
ID No.
370703196303303016
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC
(2) SUN Tongjiang, a citizen
of the PRC.
PRC
Passport No. 370206196901121652
Address:
Haiwang Street, Yangzi Community, Coastal Economic Zone, Weifang, Shandong
Province, PRC
(3) LIU Shangxue, a citizen of
the PRC.
ID No.
370703195303183056
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC
(4) CUI Xiusheng, a citizen of
the PRC.
ID No.
370703196209223036
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC
(5) LU Junyou, a citizen of
the PRC.
ID No.
370703195507083030
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC
(6) XXXX Xxxxx, a citizen of
the PRC.
ID No.
370703195208153019
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province,
PRC
(7) MU Zuolei, a citizen of
the PRC.
ID No.
370703197410270058
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC
(8) MU Sisheng, a citizen of
the PRC.
ID No.
370703195606183053
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province,
PRC
(9) HOU Junhua, a citizen of
the PRC.
ID No.
370703196712244133
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC
(10) CUI Huabei, a citizen of
the PRC.
ID No.
370703196206143014
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC
(11) XX Xxxxxx, a citizen of
the PRC.
ID No.
370703196104020881
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC
(12) XX Xxxxxx, a citizen of
the PRC.
ID No.
37070319630813301X
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC
(13) WANG Bintang, a citizen
of the PRC.
ID No.
370703195708043019
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC
(14) XXX Xxxxxx, a citizen of
the PRC.
ID No.
370703196411143048
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province,
PRC
2
(15) CUI Tongjing, a citizen
of the PRC.
ID No.
370703196201203030
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, XXX
(00) XX Xxxxxxx, a citizen of
the PRC.
ID No.
370703197212180051
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC
(17) CUI Tonglin, a citizen of
the PRC.
ID No.
370703195508253011
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, XXX
(00) XU Jieguo, a citizen of
the PRC.
ID No.
370703195503163519
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC
(19) WANG Chuanqiang, a
citizen of the PRC.
ID No.
370703197009282280
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC
(20) Sun Zhipeng, a citizen of
the PRC.
ID No.
37070319630207301X
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC
(21) SHEN Zhaofa, a citizen of
the PRC.
ID No.
37070319710211351X
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC
(22) LU Junping, a citizen of
the PRC.
ID No.
370703196406193139
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, XXX
(00) XU Jiechang, a citizen of
the PRC.
ID No.
370703196304253575
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province,
PRC
3
(24) ZHU Yuanhong, a citizen
of the PRC.
ID No.
370728196808232871
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC
(25) ZHU Jiuquan, a citizen of
the PRC.
ID No.
370703197208020012
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC
(26) XXX Xxxxxxx, a citizen of
the PRC.
ID No.
37070319730618001X
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC
(27) CUI Zhuande, a citizen of
the PRC.
ID No.
37070319650312301X
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC
(28) WANG Xinhua, a citizen of
the PRC.
ID No.
370703196903083010
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC
(29) ZHU Linsheng, a citizen
of the PRC.
ID No.
32052119661129701X
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC
(30) XX Xxxxxx, a citizen of
the PRC.
ID No.
37070319640820302X
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC
(31) XXXX Xxxxxxxx, a citizen
of the PRC.
ID No.
370703199001070329
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province,
PRC
4
(32) YANG Chunxiang, a citizen
of the PRC.
ID No.
370703197303280015
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC
(32) XXX Xxxxxxx, a citizen of
the PRC.
ID No.
110105198404023639
Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC
(The
thirty-three persons aforementioned are collectively referred to as “Party B”)
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Party
C:
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Shandong Haiwang Chemical Stock
Co., Ltd., a joint stock company duly established and
validly existing under the laws of the
PRC.
|
Registered Address: Haiwang
Street, Yangzi Community, Coastal Economic Zone, Weifang, Shandong Province,
PRC。
WHEREAS, Party B currently holds a 100% equity interest in Party C
(the “Equity
Interest”);
WHEREAS, Party C and Party A have entered into an Exclusive
Technical Consulting and Service Agreement and other
agreements.
NOW, THEREFORE, intending to
be bound hereby and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereto agree as
follows:
ARTICLE
I
TRANSFER
OF EQUITY INTEREST
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1.1
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Grant
of Purchase Right
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Party B
hereby irrevocably grants Party A the exclusive right to purchase or designate
one or more persons (hereinafter referred to as “Specified Person”) to
purchase all or any portion of the Equity Interest from Party B, subject to
compliance with legal restrictions under applicable PRC laws (hereinafter
referred to as “Purchase
Right”). Party B shall not sell or transfer all or any portion of the
Equity Interest to any party other than Party A and/or the Specified Person.
Party C hereby acknowledges that Party B may grant the Purchase Right to Party
A, and the other shareholders of Party C have already agreed to waive any rights
to acquire the Equity Interest of Party C from Party B and such shareholders
have executed the Announcement Letter to waive their pre-emptive rights (attached
as Appendices). As used in
this Agreement, the term “person” refers to an
individual, corporation, joint enterprise, partnership, enterprise, trust or
non-corporation organization.
5
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1.2
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Steps
for Exercise of the Purchase Right
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Compliance
with PRC laws and regulations are conditions precedent to exercise of the
Purchase Right by Party A. To the extent Party A wishes to exercise the Purchase
Right, it shall issue a written notice (hereinafter referred to as “Purchase Notice”) to Party B,
and the Purchase Notice shall state: (a) that Party A intends to exercise the
Purchase Right; (b) the percentage of the Equity Interest to be purchased
therewith; and (c) the effective date or transfer date.
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1.3
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Consideration
for the Equity Interest
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The
transfer fee (hereinafter referred to as “Transfer Fee”) payable by
Party A shall be equal to the value of the net assets of Party C on December 31,
2010, as determined by the assets evaluation institution retained by Party
A.
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1.4
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Transfer
of the Equity Interest
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Each time
Party A exercises the Purchase Right:
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1.4.1
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Party
B shall ensure that Party C timely convenes a shareholders’ meeting at
which the shareholders of Party C shall pass resolutions providing that
Party B may transfer the Equity Interest to Party A or the Specified
Person.
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1.4.2
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Party
B and Party A (or, if applicable, Specified Person) shall enter into an
equity transfer contract relating to the Equity Interest pursuant to this
Agreement and the Purchase Notice (hereinafter referred to as “Equity Transfer
Contract”).
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1.4.3
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The
Parties shall execute all other necessary agreements or documents, obtain
all necessary government approvals and consents, and take all necessary
actions to legally transfer the ownership of the Equity Interest to Party
A or the Specified Person and ensure that Party A or the Specified Person
will be the registered owner of the Equity Interest. The Equity
Interest shall be free from any Security Interest (as defined
below). For the purpose of this Agreement, the term “Security Interest”
shall include any guarantee, mortgage, third party right or interest,
purchase right, preemption right, offset right, ownership withholding
right or other security arrangement, but shall exclude any security
interest granted pursuant to this Agreement or the Equity Interest Pledge
Agreement entered into by and between Party A and Party B effective as of
February 1, 2011 (hereinafter referred to as “Equity Interest Pledge
Agreement”). Pursuant to the Equity
Interest Pledge Agreement, Party B shall pledge all the equity
possessed by Party B in Party C to Party A as guaranty of the fees payable
pursuant to the Exclusive Technical and Consulting Service Agreement
entered into by and between Party C and Party A effective as of February
1, 2011 (hereinafter referred to as “Exclusive Technical and
Consulting Service
Agreement”).
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6
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1.5
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Payment
for the Equity Interest
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|
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1.5.1
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Party
A shall pay the Transfer Fee to Party B in accordance with the terms
of Article 1.3.
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ARTICLE
II
COVENANTS
RELATING TO THE EQUITY INTEREST
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2.1
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Covenants
of Party C
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2.1.1
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Without
the written consent of Party A, Party C shall not supplement, amend or
modify any provisions of the constitutional documents of Party C and will
not otherwise increase or reduce its registered capital or change its
equity structure in any way.
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2.1.2
|
Party
C shall remain in good standing, and prudently and efficiently operate its
business and corporate affairs in accordance with commercial standards and
practice.
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|
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2.1.3
|
Without
the prior written consent of Party A, Party C shall not sell, transfer,
mortgage or dispose of any of its assets, business or beneficial rights,
or allow the creation of any Security Interest or other encumbrance upon
its assets.
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2.1.4
|
Without
the prior written consent of Party A, Party C shall not incur or guaranty
any debt, or permit the existence of any debt, other than (i) debt that is
incurred during the course of normal business operations (excluding
business loans) and (ii) debt that has been previously disclosed to Party
A and to which Party A has provided prior written
consent.
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|
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2.1.5
|
Party
C shall operate in the normal course of business to maintain the value of
its assets and shall not take any action which shall materially adversely
influence its business operations or the value of its
assets.
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2.1.6
|
Without
the prior written consent of Party A, Party C shall not enter into any
material agreement outside the normal course of business. For
the purposes of this Agreement, an agreement involving an amount in excess
of RMB100, 000 shall be deemed a material
agreement.
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2.1.7
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Without
the prior written consent of Party A, Party C shall not provide any loans
or credit to any third party.
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7
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2.1.8
|
At
the request of Party A, Party C shall provide Party A with any and all
materials relating to the business operation and financial status of Party
C.
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2.1.9
|
Party
C shall purchase business insurance from an insurance company acceptable
to Party A and shall maintain such insurance. The amount and kind of such
insurance shall be similar to insurance carried by other companies which
operate similar businesses and possess similar assets in the same
geographic area.
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2.1.10
|
Without
the prior written consent of Party A, Party C shall not merge with, make
an investment in, combine with or purchase the equity or substantially all
the assets of any other entity.
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2.1.11
|
Party
C shall inform Party A of any actual or threatened litigation,
arbitration, or administrative procedures relating to the assets, business
and beneficial rights of Party C.
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2.1.12
|
In
order to maintain Party C’s ownership of all its assets, Party C shall
execute all necessary or proper documents, take all necessary or proper
actions, substitute all necessary or proper claims, and make all necessary
or proper answer to all compensation
claims.
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2.1.13
|
Without
the prior written consent of Party A, Party C shall not grant any dividend
to its shareholders. However, once requested by Party A, Party C shall
immediately distribute all distributable profits to its
shareholders.
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2.2
|
Covenants
of Party B
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|
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2.2.1
|
Without
the prior written consent of Party A, Party B shall not sell, transfer,
mortgage or dispose of any right or interest relating to the Equity
Interest, or allow any creation of any other Security Interest or
encumbrance on the Equity Interest (excluding the security interest under
this Agreement and the Equity Interest Pledge
Agreement).
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2.2.2
|
Party
B shall use its best efforts to prevent the other shareholders of Party C,
if any, from adopting resolutions relating to the sale, transfer,
mortgage, disposal of any rights or interests relating to the Equity
Interest, or allowing any creation of any other Security Interest or
encumbrance on the Equity Interest without the prior written consent of
Party A (excluding the security interest under this Agreement and the
Equity Interest Pledge Agreement).
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|
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2.2.3
|
Party
B shall use its reasonable best efforts to prevent the other shareholders
of Party C, if any, from approving resolutions relating to Party C’s
merger with, combination with, purchase of, or investment in any other
entity without the prior written consent of Party
A.
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8
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2.2.4
|
Party
B shall inform Party A immediately of any actual or threatened litigation,
arbitration, or administrative procedure relating to the Equity
Interest.
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|
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2.2.5
|
Party
B shall use its reasonable best efforts to ensure that the other
shareholders of Party C, if any, approve the transfer of the Equity
Interest as set out in this
Agreement.
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|
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2.2.6
|
In
order to keep the ownership of the Equity Interest, Party B shall execute
all necessary or proper documents, take all necessary or proper actions,
substitute all necessary or proper claims, and make all necessary or
proper responses to all compensation
claims.
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2.2.7
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Upon
the request of Party A from time to time, Party B shall immediately
transfer the Equity Interest to Party A or the Specified Person pursuant
to the terms of this Agreement.
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2.2.8
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Party
B shall strictly comply with this Agreement and any other agreements which
may be entered into by and among Party B, Party C, and Party A
collectively or separately, and shall perform its obligations under this
Agreement, and shall not take any actions which shall affect the validity
and enforceability of this
Agreement.
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9
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES
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3.1
|
Party
B and Party C, jointly and severally, make the following representations
to Party A on the date of this Agreement and the date of each Equity
Transfer Contract:
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|
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3.1.1
|
Each
such party has the power to enter into and deliver this Agreement and the
Equity Transfer Contract to be executed by it for each transfer of the
Equity Interest, and each such Party has the power and capacity to perform
its obligations under this Agreement and the Equity Transfer
Contract. Upon the execution of this Agreement and the Equity
Transfer Contract, such documents shall constitute valid and legally
binding documents and may be enforceable in accordance
therewith.
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3.1.2
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Neither
the execution and delivery of this Agreement or any Equity Transfer
Contract, nor performance of the obligations under this Agreement or any
Equity Transfer Contract will: (i) violate any applicable PRC law; (ii)
conflict with such Party’s Articles of Association or other organizational
documents; (iii) breach any contract or document which such Party is a
party to or which is binding upon such Party; (iv) violate any acquired
permit, approval or any valid qualification; or (v) result in the
termination or revocation or additional conditions to the acquired permit
approval or qualification.
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3.1.3
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Party
C maintains full and transferable ownership of all of its
assets. Except for the pledge incurred by this Agreement and
the pledge of the Equity Interest incurred by the Equity Interests Pledge
Agreement, there is no other pledge and/or mortgage on the Equity
Interest.
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3.1.4
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Party C has no outstanding debt
except for (i) debts, which were incurred during the ordinary course of business; and
(ii) debt that has been previously disclosed to Party A and to which Party
A has provided written
consent.
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3.1.5
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Party
C is in compliance with all applicable laws and regulations. There is no
actual, pending or potential litigation, arbitration, or administrative
procedures relating to the Equity Interest, the assets of Party C or other
matters relating to Party C.
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ARTICLE
IV
EFFECTIVE
DATE
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4.1
|
This
Agreement shall be executed and come into effect as of the date first set
forth above. This Agreement shall expire on the date that is
twenty years following the date hereof, and this Agreement may be extended
prior to termination upon written agreement executed by each
Party.
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10
ARTICLE
V
GOVERNING
LAW AND DISPUTE SETTLEMENT
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5.1
|
Governing
Law
|
This
Agreement shall be governed by and interpreted according to the laws of the
PRC.
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5.2
|
Dispute
Settlement
|
The
Parties shall negotiate in good faith to settle any dispute relating to the
interpretation or implementation of this Agreement. To the extent
such dispute cannot be settled within thirty (30) days from the date a Party
first issues written notice requesting settlement of a dispute through
negotiation, either Party may submit the dispute to the China International
Economic and Trade Arbitration Committee for arbitration according to the
requisite arbitration rules. The arbitration shall be held in
Beijing. The arbitration proceedings shall be conducted in
Chinese. The arbitration award is final and binding on each
party.
ARTICLE
VI
TAX
AND EXPENSES
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6.1
|
Each
Party shall bear any and all burden of its own taxes, costs and expenses
under PRC law relating to the preparation and execution of this Agreement
and each Equity Transfer Contract.
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ARTICLE
VII
NOTICE
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7.1
|
Any
notice or other communication under this Agreement shall be in Chinese and
be sent to the recipient at its address first above written or such other
address as may be designated from time to time by hand delivery, mail or
facsimile. Any notice required or given hereunder shall be
deemed to have been served: (a) on the same date if sent by hand delivery;
(b) on the tenth day if sent by prepaid air-mail, or on the fourth day if
sent by the professional hand delivery which is acknowledged worldwide;
and (c) the receipt date displayed on the transmission confirmation notice
if sent by facsimile.
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11
ARTICLE
VIII
CONFIDENTIALITY
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8.1
|
The
Parties acknowledge and confirm that any oral or written information
relating to this Agreement communicated among the Parties shall be deemed
to be confidential information (“Confidential
Information”). The Parties shall keep such Confidential
Information confidential and shall not disclose it to any third party
without written consent from of the other Parties except that the
following information shall be excluded from the definition of
Confidential Information: (a) information that is publicly available or
will become publicly available so long as it is not disclosed by the Party
receiving such Confidential Information; (b) information that is disclosed
in accordance with applicable laws or regulations; or (c) a Party may
disclose Confidential Information to its attorney or financial advisor so
long as such attorney or legal advisor needs to access such information
and agrees to keep such information confidential. The
disclosure by an employee or agent of a Party shall be deemed to be
disclosure by the Party itself, and the Party shall undertake liability
therefor. The Parties agree that the provisions of this Article
shall survive notwithstanding the termination of this
Agreement.
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ARTICLE
IX
FURTHER
ASSURANCE
|
9.1
|
The
Parties agree that they will execute any and all necessary documents
required for the purpose of performing this Agreement and will execute any
documents and take any actions which are beneficial for purposes of this
Agreement.
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ARTICLE
X
MISCELLANEOUS
|
10.1
|
Amendment
and supplementation
|
Any
revision to, amendment of or supplement to this Agreement must be in writing and
be executed by each Party hereto.
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10.2
|
Compliance
with laws and regulations
|
The
Parties shall comply with all applicable PRC laws and regulations which have
been formally issued.
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10.3
|
Entire
agreement
|
Unless it
is otherwise revised, amended or supplemented, this Agreement and its appendices
constitute the entire agreement among the Parties as to the subject matter of
this Agreement, and supersede any prior oral or written negotiations, statements
or agreements among the parties relating thereto.
12
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10.4
|
Headings
|
Headings
in this Agreement are only used for reading convenience, and shall not be used
to interpret, explain or otherwise influence the meaning of the provisions of
this Agreement.
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10.5
|
Language
|
This
Agreement is made in Chinese and English in one or more original or facsimile
counterparts. The Chinese version will prevail in the event of any
inconsistency between the English and any Chinese translations
thereof.
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10.6
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Severability
|
If any of
the terms of this Agreement is declared invalid, illegal or unenforceable in
accordance with any applicable laws or regulations, the validity and
enforceability of the other terms hereof shall nevertheless remain
unaffected. The Parties hereto agree to negotiate to restructure such
invalid, illegal or unenforceable terms so as to maintain the same or similar
economic impact.
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10.7
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Successor
|
This
Agreement shall bind the permitted transferee or successor of each Party and
shall be interpreted for its benefit.
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10.8
|
Survival
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10.8.1
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Any
duties occurred in relation to the Agreement prior to termination or
expiration shall continue to be effective after expiration or termination
of the Agreement.
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10.8.2
|
The
provisions of Articles 5, 7, 8 and 10.8 shall survive the termination of
this Agreement.
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10.9
|
Waiver
|
Each
Party may waive the terms and conditions under this Agreement in
writing. Such waiver must be duly signed by such
Party. Any waiver relating to the breach of the other Party in
certain circumstance shall not be deemed as a waiver for a similar breach in
other circumstances.
[Remainder
of Page Left Intentionally Blank – Signature Page Follows]
13
[Exclusive Equity Interest
Purchase Agreement –Signature Page]
IN WITNESS WHEREOF, the
Parties have executed this Agreement on the date first above
written.
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Party
A: Beijing Binhai Yintai
Technology Co.,
Ltd.
|
|
By:
|
/s/ Xxxx Xxxxxxx |
|
Name:
|
Xxxx Xxxxxxx |
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Its:
|
Legal Representative |
Party B:
（1）XXXX Xxxxxxx /s/ Xxxx
Xxxxxxx
（2）SUN Tongjiang /s/ Sun
Tongjiang
（3）LIU Shangxue /s/
Liu Shangxue
（4）CUI Xiusheng /s/
Cui Xiusheng
（5）LU Junyou /s/
Lu Junyou
（6）XXXX Xxxxx /s/
Xxxx Xxxxx
（7）MU Zuolei /s/
Mu Zuolei
（8）MU Sisheng /s/
Mu Sisheng
（9）HOU Junhua /s/
Hou Junhua
（10）CUI Huabei /s/
Cui Huabei
（11）XX Xxxxxx /s/
Xx Xxxxxx
（12）XX Xxxxxx /s/
Xx Xxxxxx
（13）WANG Bintang /s/
Wang Bintang
（14）XXX Xxxxxx /s/
Xxx Xxxxxx
（15）CUI Tongjing /s/
Cui Tongjing
14
（16）XX Xxxxxxx /s/ Xx
Xxxxxxx
（17）CUI Tonglin /s/
Cui Tonglin
（18）XU Jieguo /s/
Xu Jieguo
（19）WANG
Chuanqiang /s/
Wang Chuanqiang
（20）SUN Zhipeng /s/
Sun Zhipeng
（21）SHEN Zhaofa /s/
Shen Zhaofa
（22）LU Junping /s/
Lu Junping
（23）XU Jiechang /s/
Xu Jiechang
（24）Zhu Yuanhong /s/
Zhu Yuanhong
（25）ZHU Jiuquan /s/
Zhu Jiuquan
（26）XXX Xxxxxxx /s/
Xxx Xxxxxxx
（27）CUI Zhuande /s/
Cui Zhuande
（28）WANG Xinhua /s/
Wang Xinhua
（29）ZHU Linsheng /s/
Zhu Linsheng
（30） XX Xxxxxx /s/
Xx Xxxxxx
（31）XXXX Xxxxxxxx /x/
Xxxx Xxxxxxxx
（00）YANG
Chunxiang /s/
Yang Chunxiang
（33）XXX Xxxxxxx /s/
Xxx Xxxxxxx
|
Party C: Shandong Haiwang
Chemical Stock Co., Ltd.
|
|
By:
|
/s/ Xxxx Xxxxxxx |
|
Name:
|
Xxxx Xxxxxxx |
|
Its:
|
Legal Representative |
15
Appendix
1
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the
PRC. I, as a shareholder of the company, hold a 46.9772% equity interest in the
Company. I, together with the
other shareholders, SUN Tongjiang, LIU Shangxue, CUI Xiusheng, LU Junyou,
XXXX Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx, XX Xxxxxx,
XXXX Bintang, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI Tonglin, XU Jieguo, WANG
Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU Jiechang, Zhu Yuanhong, ZHU
Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu Linsheng, Xx Xxxxxx, XXXX
Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity
interest in the Company. I hereby irrevocably waive
any pre-emptive right I may have upon the other 53.0338% equity interest in the
Company and will not encumber the
transfer of the equity
interest you proposed in any way.
This Announcement Letter is effective as
of February 1, 2011.
XXXX
Xxxxxxx
/s/ Xxxx
Xxxxxxx
Appendix
2
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the PRC. I, as a shareholder of the
company, hold a
13.8675% equity interest in
the Company. I, together
with the other shareholders, XXXX Xxxxxxx, LIU Shangxue, CUI Xiusheng, LU
Junyou, XXXX Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx, XX
Xxxxxx, XXXX Bintang, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI Tonglin, XU
Jieguo, WANG Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU Jiechang, Zhu
Yuanhong, ZHU Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu Linsheng, Xx
Xxxxxx, XXXX Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity
interest in the Company. I hereby irrevocably waive
any pre-emptive right I may have upon the other 86.1325% equity interest in the Company and will not encumber the transfer of
the equity interest you proposed in any way.
This Announcement Letter is effective as
of February 1, 2011.
SUN
Tongjiang
/s/ Sun Tongjiang
Appendix
3
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the PRC. I, as a shareholder of the
company, hold a
12.3267% equity interest in
the Company. I, together
with the other shareholders, XXXX Xxxxxxx, SUN Tongjiang,
CUI Xiusheng, LU Junyou, XXXX Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI
Huabei, XX Xxxxxx, XX Xxxxxx, XXXX Bintang, XXX Xxxxxx, CUI Tongjing, XX
Xxxxxxx, CUI Tonglin, XU Jieguo, WANG Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU
Junping, XU Jiechang, Zhu Yuanhong, ZHU Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG
Xinhua, Zhu Linsheng, Xx Xxxxxx, XXXX Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity
interest in the Company. I hereby irrevocably waive
any pre-emptive right I may
have upon the other 87.6733% equity interest in the
Company and will not encumber the
transfer of the equity interest you proposed in any way.
This Announcement Letter is effective as
of February 1, 2011.
LIU
Shangxue
/s/ Liu Shangxue
Appendix
4
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the PRC. I, as a shareholder of the
company, hold a
12.3267% equity interest
in the Company. I, together with the other
shareholders, XXXX Xxxxxxx, SUN Tongjiang, LIU Shangxue, LU Junyou, XXXX
Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx, XX Xxxxxx, XXXX
Bintang, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI Tonglin, XU Jieguo, WANG
Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU Jiechang, Zhu Yuanhong, ZHU
Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu Linsheng, Xx Xxxxxx, XXXX
Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity
interest in the
Company. I hereby
irrevocably waive any pre-emptive right I may have upon the other
87.6733% equity interest in
the Company and will not
encumber the transfer of the equity interest you proposed in any
way.
This Announcement Letter is effective
as of February 1, 2011.
CUI
Xiusheng
/s/ Cui Xiusheng
Appendix
5
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the PRC. I, as a shareholder of the company, hold a 1.3867% equity interest in the
Company. I, together with the
other shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng, LIU
Shangxue, XXXX Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx,
XX Xxxxxx, XXXX Bintang, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI Tonglin, XU
Jieguo, WANG Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU Jiechang, Zhu
Yuanhong, ZHU Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu Linsheng, Xx
Xxxxxx, XXXX Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity interest
in the Company. I hereby irrevocably waive
any pre-emptive right I may have upon the other 98.6133% equity interest in the
Company and will not encumber the
transfer of the equity interest you proposed in any way.
This Announcement Letter is effective as
of February 1, 2011.
LU
Junyou
/s/ Lu Junyou
Appendix
6
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing under the laws of the
PRC. I, as a shareholder of the company, hold a 1.1556% equity interest in the
Company. I, together with the
other shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng, LU Junyou,
LIU Shangxue, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx, XX
Xxxxxx, XXXX Bintang, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI Tonglin, XU
Jieguo, WANG Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU Jiechang, Zhu
Yuanhong, ZHU Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu Linsheng, Xx
Xxxxxx, XXXX Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity interest
in the Company. I hereby irrevocably waive
any pre-emptive right I may have upon the other 98.8444% equity interest in the
Company and will not
encumber the transfer of
the equity interest you proposed in any way.
This Announcement Letter is effective as
of February 1, 2011.
XXXX
Xxxxx
/s/ Xxxx Xxxxx
Appendix
7
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the PRC. I, as a shareholder of the
company, hold a
0.3852%equity interest in
the Company. I, together
with the other shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng,
LU Junyou, XXXX Xxxxx, XXX Shangxue, MU Sisheng, HOU Junhua, CUI Huabei, XX
Xxxxxx, XX Xxxxxx, XXXX Bintang, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI
Tonglin, XU Jieguo, WANG Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU
Jiechang, Zhu Yuanhong, ZHU Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu
Linsheng, Xx Xxxxxx, XXXX Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity interest
in the Company. I hereby
irrevocably waive any pre-emptive right I may have upon the other
99.6148% equity interest in
the Company and will not
encumber the transfer of the equity interest you proposed in any
way.
This Announcement Letter is effective as
of February 1, 2011.
MU
Zuolei
/s/ Mu Zuolei
Appendix
8
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the PRC. I, as a shareholder of the
company, hold a
0.3852%equity interest in
the Company. I, together
with the other shareholders, XXXX Xxxxxxx, SUN
Tongjiang, CUI Xiusheng, LU Junyou, XXXX Xxxxx, MU Zuolei, LIU Shangxue, HOU
Junhua, CUI Huabei, XX Xxxxxx, XX Xxxxxx, XXXX Bintang, XXX Xxxxxx, CUI
Tongjing, XX Xxxxxxx, CUI Tonglin, XU Jieguo, WANG Chuanqiang, SUN Zhipeng, SHEN
Zhaofa, LU Junping, XU Jiechang, Zhu Yuanhong, ZHU Jiuquan, XXX Xxxxxxx, CUI
Zhuande, WANG Xinhua, Zhu Linsheng, Xx Xxxxxx, XXXX Xxxxxxxx, XXXX Xxxxxxxxx,
XXX Xxxxxxx collectively hold a
100% equity interest in the Company. I hereby irrevocably waive any pre-emptive right I may have upon
the other 99.6148% equity
interest in the Company and
will not encumber the transfer of the equity interest you proposed in any
way.
This Announcement Letter is effective as
of February 1, 2011.
MU
Sisheng
/s/ Mu Sisheng
Appendix
9
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the PRC. I, as a shareholder of the
company, hold a
0.3852%equity interest in the Company. I, together with the other
shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng, LU Junyou, XXXX
Xxxxx, MU Zuolei, MU Sisheng, LIU Shangxue, CUI Huabei, XX Xxxxxx, XX Xxxxxx,
XXXX Bintang, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI Tonglin, XU Jieguo, WANG
Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU Jiechang, Zhu Yuanhong, ZHU
Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu Linsheng, Xx Xxxxxx, XXXX
Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100%
equity interest in
the Company. I hereby
irrevocably waive any pre-emptive right I may have upon the other
99.6148% equity interest in
the Company and will not
encumber the transfer of the equity interest you proposed in any
way.
This Announcement Letter is
effective as of
February 1, 2011.
HOU
Junhua
/s/ Hou Junhua
Appendix
10
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the PRC. I, as a shareholder of the
company, hold a
0.3852%equity interest in
the Company. I, together
with the other shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng,
LU Junyou, XXXX Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, LIU Shangxue, XX
Xxxxxx, XX Xxxxxx, XXXX Bintang, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI
Tonglin, XU Jieguo, WANG Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU
Jiechang, Zhu Yuanhong, ZHU Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu
Linsheng, Xx Xxxxxx, XXXX Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity interest
in the Company. I hereby
irrevocably waive any pre-emptive right I may have upon the other
99.6148% equity interest in
the Company and will not
encumber the transfer of the equity interest you proposed in any way.
This Announcement Letter is effective as
of February 1, 2011.
CUI
Huabei
/s/ Cui Huabei
Appendix
11
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing under the laws of
the PRC. I, as a shareholder of the company, hold a 0.3852%equity interest in the
Company. I, together with the
other shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng, LU Junyou,
XXXX Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, LIU Shangxue, XX
Xxxxxx, XXXX Bintang, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI Tonglin, XU
Jieguo, WANG Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU Jiechang, Zhu
Yuanhong, ZHU Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu Linsheng, Xx
Xxxxxx, XXXX Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity interest
in the Company. I hereby
irrevocably waive any pre-emptive right I may have upon the other
99.6148% equity interest in
the Company and
will not encumber the
transfer of the equity interest you proposed in any way.
This Announcement Letter is effective as
of February 1, 2011.
XX
Xxxxxx
/s/ Xx Xxxxxx
Appendix
12
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the PRC. I, as a shareholder of the
company, hold a
0.3852%equity interest in
the Company. I, together
with the other shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng,
LU Junyou, XXXX Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx,
XXX Shangxue, WANG Bintang, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI Tonglin,
XU Jieguo, WANG Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU Jiechang,
Zhu Yuanhong, ZHU Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu Linsheng,
Xx Xxxxxx, XXXX Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity interest
in the Company. I hereby
irrevocably waive any pre-emptive right I may have upon the other 99.6148% equity interest in the
Company and will not encumber the
transfer of the equity interest you proposed in any way.
This Announcement Letter is effective as
of February 1, 2011.
XX
Xxxxxx
/s/ Xx Xxxxxx
Appendix
13
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the PRC. I, as a shareholder of the
company, hold a
0.3852%equity interest in
the Company. I, together
with the other
shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng, LU Junyou, XXXX
Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx, XX Xxxxxx, XXX
Shangxue, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI Tonglin, XU Jieguo, WANG
Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU Jiechang, Zhu Yuanhong, ZHU
Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu Linsheng, Xx Xxxxxx, XXXX
Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity interest
in the Company. I hereby
irrevocably waive any
pre-emptive right I may have upon the other 99.6148% equity interest in the
Company and will not encumber the
transfer of the equity interest you proposed in any way.
This Announcement Letter is effective as
of February 1, 2011.
WANG
Bintang
/s/ Wang Bintang
Appendix
14
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the PRC. I, as a shareholder of the
company, hold a
0.3852%equity interest in
the Company. I, together
with the other shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng,
LU Junyou, XXXX Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx,
XX Xxxxxx, XXXX Bintang, LIU Shangxue, CUI Tongjing, XX Xxxxxxx, CUI Tonglin, XU
Jieguo, WANG Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU Jiechang, Zhu
Yuanhong, ZHU Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu Linsheng, Xx
Xxxxxx, XXXX Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity interest in the
Company. I hereby irrevocably
waive any pre-emptive right I may have upon the other 99.6148% equity interest in the
Company and will not encumber the
transfer of the equity interest you proposed in any way.
This Announcement Letter is effective as of February 1, 2011.
XXX
Xxxxxx
/s/ Xxx Xxxxxx
Appendix
15
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the PRC. I, as a shareholder of
the company, hold a
0.3852%equity interest in
the Company. I, together
with the other shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng,
LU Junyou, XXXX Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx,
XX Xxxxxx, XXXX Bintang, XXX Xxxxxx, LIU Shangxue, XX Xxxxxxx, CUI Tonglin, XU
Jieguo, WANG Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU Jiechang, Zhu
Yuanhong, ZHU Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu Linsheng, Xx
Xxxxxx, XXXX Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity interest
in the Company. I hereby
irrevocably waive any pre-emptive right I may have upon the other
99.6148% equity interest in
the Company and will not
encumber the transfer of the equity interest you proposed in any
way.
This Announcement Letter is effective as
of February 1, 2011.
CUI
Tongjing
/s/ Cui Tongjing
Appendix
16
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing under the
laws of the PRC. I, as a shareholder of the company, hold a 0.3852%equity interest in the
Company. I, together with the
other shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng, LU Junyou,
XXXX Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx, XX Xxxxxx,
XXXX Bintang, XXX Xxxxxx, CUI Tongjing, LIU Shangxue, CUI Tonglin, XU Jieguo,
WANG Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU Jiechang, Zhu
Yuanhong, ZHU Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu Linsheng, Xx
Xxxxxx, XXXX Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity interest
in the Company. I hereby
irrevocably waive any pre-emptive right I may have upon the other
99.6148% equity interest in
the Company and will not encumber the transfer of
the equity interest you proposed in any way.
This Announcement Letter is effective as
of February 1, 2011.
XX
Xxxxxxx
/s/ Xx Xxxxxxx
Appendix
17
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the PRC. I, as a shareholder of the
company, hold a
0.3852%equity interest in
the Company. I, together
with the other shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng,
LU Junyou, XXXX Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx,
XX Xxxxxx, XXXX Bintang, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, XXX Shangxue, XU
Jieguo, WANG Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU Jiechang, Zhu
Yuanhong, ZHU Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu Linsheng, Xx
Xxxxxx, XXXX Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity interest
in the Company. I hereby
irrevocably waive any pre-emptive right I may have upon the other 99.6148% equity interest in the
Company and will not encumber the
transfer of the equity interest you proposed in any way.
This Announcement Letter is effective as
of February 1, 2011.
CUI
Tonglin
/s/ Cui Tonglin
Appendix
18
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the PRC. I, as a shareholder of the
company, hold a
0.3852%equity interest in
the Company. I,
together with the other
shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng, LU Junyou, XXXX
Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx, XX Xxxxxx, XXXX
Bintang, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI Tonglin, LIU Shangxue, WANG
Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU Jiechang, Zhu Yuanhong, ZHU
Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu Linsheng, Xx Xxxxxx, XXXX
Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity interest
in the Company. I
hereby irrevocably waive
any pre-emptive right I may have upon the other 99.6148% equity interest in the
Company and will not encumber the
transfer of the equity interest you proposed in any way.
This Announcement Letter is effective as
of February 1, 2011.
XU
Jieguo
/s/ Xu Jieguo
Appendix
19
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the PRC. I, as a shareholder of the
company, hold a 0.3852%equity interest in the
Company. I, together with the
other shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng, LU Junyou,
XXXX Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx, XX Xxxxxx,
XXXX Bintang, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI Tonglin, XU Jieguo, LIU
Shangxue, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU Jiechang, Zhu Yuanhong, ZHU
Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu Linsheng, Xx Xxxxxx, XXXX
Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity interest in the
Company. I hereby irrevocably
waive any pre-emptive right I may have upon the other 99.6148% equity interest in the
Company and will not encumber the
transfer of the equity interest you proposed in any way.
This Announcement Letter is effective as of February 1, 2011.
WANG
Chuanqiang
/s/ Wang Chuanqiang
Appendix
20
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the
PRC. I, as a shareholder of the company, hold a 0.3852%equity interest in the
Company. I, together with the
other shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng, LU Junyou,
XXXX Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx, XX Xxxxxx,
XXXX Bintang, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI Tonglin, XU Jieguo, WANG
Chuanqiang, LIU Shangxue, SHEN Zhaofa, LU Junping, XU Jiechang, Zhu Yuanhong,
ZHU Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu Linsheng, Xx Xxxxxx,
XXXX Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity interest
in the Company. I hereby
irrevocably waive any pre-emptive right I may have upon the other
99.6148% equity interest in
the Company and will not
encumber the transfer of the equity interest you proposed in any
way.
This Announcement Letter is effective as
of February 1, 2011.
SUN
Zhipeng
/s/ Sun Zhipeng
Appendix
21
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the PRC. I, as a shareholder of the
company, hold a
0.3852%equity interest in
the Company. I, together
with the other shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng,
LU Junyou, XXXX Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx,
XX Xxxxxx, XXXX Bintang, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI Tonglin, XU
Jieguo, WANG Chuanqiang, SUN Zhipeng, LIU Shangxue, LU Junping, XU Jiechang, Zhu
Yuanhong, ZHU Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu Linsheng, Xx
Xxxxxx, XXXX Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity interest
in the Company. I hereby
irrevocably waive any pre-emptive right I may have upon the other
99.6148% equity interest in
the Company and will not
encumber the transfer of the equity interest you proposed in any
way.
This Announcement Letter is effective as
of February 1, 2011.
SHEN
Zhaofa
/s/ Shen Zhaofa
Appendix
22
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the PRC. I, as a shareholder of the
company, hold a
0.3852%equity interest in
the Company. I, together
with the other shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng,
LU Junyou, XXXX Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx,
XX Xxxxxx, XXXX Bintang, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI Tonglin, XU
Jieguo, WANG Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LIU Shangxue, XU Jiechang,
Zhu Yuanhong, ZHU Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu Linsheng,
Xx Xxxxxx, XXXX Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity interest
in the Company. I hereby
irrevocably waive any pre-emptive right I may have upon the other
99.6148% equity interest in
the Company and will not
encumber the transfer of the equity interest you proposed in any
way.
This Announcement Letter is effective as
of February 1, 2011.
LU
Junping
/s/ Lu Junping
Appendix
23
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the PRC. I, as a shareholder of the
company, hold a
0.3852%equity interest in
the Company. I, together with the other shareholders,
XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng, LU Junyou, XXXX Xxxxx, MU
Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx, XX Xxxxxx, XXXX Bintang,
XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI Tonglin, XU Jieguo, WANG Chuanqiang,
SUN Zhipeng, SHEN Zhaofa, LU Junping, LIU Shangxue, Zhu Yuanhong, ZHU Jiuquan,
XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu Linsheng, Xx Xxxxxx, XXXX Xxxxxxxx,
XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity interest
in the Company.
I hereby irrevocably waive
any pre-emptive right I may have upon the other 99.6148% equity interest in the
Company and will not encumber the
transfer of the equity interest you proposed in any way.
This Announcement Letter is effective as
of February 1, 2011.
XU
Jiechang
/s/ Xu Jiechang
Appendix
24
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the PRC. I, as a shareholder of the
company, hold a
0.3852%equity interest in
the Company. I, together
with the other shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng,
LU Junyou, XXXX Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx,
XX Xxxxxx, XXXX Bintang, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI Tonglin, XU
Jieguo, WANG Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU Jiechang, LIU
Shangxue, ZHU Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu Linsheng, Xx
Xxxxxx, XXXX Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity interest in
the Company. I hereby
irrevocably waive any pre-emptive right I may have upon the other
99.6148% equity interest in
the Company and will not
encumber the transfer of the equity interest you proposed in any
way.
This Announcement Letter is effective as of
February 1, 2011.
Zhu
Yuanhong
/s/ Zhu Yuanhong
Appendix
25
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the
PRC. I, as a shareholder of the company, hold a 0.3852%equity interest in the
Company. I, together with the
other shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng, LU Junyou,
XXXX Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx, XX Xxxxxx,
XXXX Bintang, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI Tonglin, XU Jieguo, WANG
Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU Jiechang, Zhu Yuanhong, LIU
Shangxue, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu Linsheng, Xx Xxxxxx, XXXX
Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity interest
in the Company. I hereby
irrevocably waive any pre-emptive right I may have upon the other
99.6148% equity interest in
the Company and will not
encumber the transfer of
the equity interest you proposed in any way.
This Announcement Letter is effective as
of February 1, 2011.
ZHU
Jiuquan
/s/ Zhu Jiuquan
Appendix
26
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the PRC. I, as a shareholder of the
company, hold a
0.3852%equity interest in
the Company. I, together
with the other shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng,
LU Junyou, XXXX Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx,
XX Xxxxxx, XXXX Bintang, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI Tonglin, XU
Jieguo, WANG Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU Jiechang, Zhu
Yuanhong, ZHU Jiuquan, LIU Shangxue, CUI Zhuande, WANG Xinhua, Zhu Linsheng, Xx
Xxxxxx, XXXX Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity interest
in the Company. I hereby
irrevocably waive any pre-emptive right I may have upon the other
99.6148% equity
interest in the
Company and will not encumber the
transfer of the equity interest you proposed in any way.
This Announcement Letter is effective as
of February 1, 2011.
XXX
Xxxxxxx
/s/ Xxx Xxxxxxx
Appendix
27
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the PRC. I, as a shareholder of the
company, hold a
0.3852%equity interest in
the Company. I, together
with the other shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng,
LU Junyou, XXXX Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx,
XX Xxxxxx, XXXX Bintang, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI Tonglin, XU
Jieguo, WANG Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU Jiechang, Zhu
Yuanhong, ZHU Jiuquan, XXX Xxxxxxx, XXX Shangxue, WANG Xinhua, Zhu Linsheng, Xx
Xxxxxx, XXXX Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity interest
in the Company. I hereby
irrevocably waive any pre-emptive right I may have upon the other
99.6148% equity interest in
the Company and will not
encumber the transfer of the equity interest you proposed in any
way.
This Announcement Letter is effective as
of February 1, 2011.
CUI
Zhuande
/s/ Cui Zhuande
Appendix
28
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the PRC. I, as a shareholder of the
company, hold a
0.3852%equity interest in
the Company. I, together
with the other shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng,
LU Junyou, XXXX Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx,
XX Xxxxxx, XXXX Bintang, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI Tonglin, XU
Jieguo, WANG Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU Jiechang, Zhu
Yuanhong, ZHU Jiuquan, XXX Xxxxxxx, CUI Zhuande, LIU Shangxue, Zhu Linsheng, Xx
Xxxxxx, XXXX Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity interest
in the Company. I hereby
irrevocably waive any pre-emptive right I may have upon the other
99.6148% equity interest in
the Company and will not
encumber the transfer of the equity interest you proposed in any
way.
This Announcement Letter is effective as
of February 1, 2011.
WANG
Xinhua
/s/ Wang Xinhua
Appendix
29
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the PRC. I, as a shareholder of the company, hold a 0.3852%equity interest in the
Company. I, together with the
other shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng, LU Junyou,
XXXX Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx, XX Xxxxxx,
XXXX Bintang, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI Tonglin, XU Jieguo, WANG
Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU Jiechang, Zhu Yuanhong, ZHU
Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, LIU Shangxue, Xx Xxxxxx, XXXX
Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity interest
in the Company. I hereby
irrevocably waive any pre-emptive right I may have upon the other
99.6148% equity interest in
the Company and will not
encumber the transfer of the equity interest you proposed in any way.
This Announcement Letter is effective as
of February 1, 2011.
Zhu
Linsheng
/s/ Zhu Linsheng
Appendix
30
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid
existing under the laws of
the PRC. I, as a shareholder of the company, hold a 1%equity interest in the
Company. I, together with the
other shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng, LU Junyou,
XXXX Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx, XX Xxxxxx,
XXXX Bintang, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI Tonglin, XU Jieguo, WANG
Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU Jiechang, Zhu Yuanhong, ZHU
Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu Linsheng, LIU Shangxue, XXXX
Xxxxxxxx, XXXX Xxxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity interest
in the Company. I hereby
irrevocably waive any pre-emptive right I may have upon the other
99% equity interest in
the Company and will not
encumber the transfer of
the equity interest you proposed in any way.
This Announcement Letter is effective as
of February 1, 2011.
Xx
Xxxxxx
/s/ Xx Xxxxxx
Appendix
31
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the PRC. I, as a shareholder of the
company, hold a 1%equity interest in the
Company. I, together with the
other shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng, LU Junyou,
XXXX Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx, XX Xxxxxx,
XXXX Bintang, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI Tonglin, XU Jieguo, WANG
Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU Jiechang, Zhu Yuanhong, ZHU
Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu Linsheng, Xx Xxxxxx, XXX
Shangxue, YANG Chunxiang, XXX Xxxxxxx collectively hold a 100% equity interest
in the Company. I hereby
irrevocably waive any pre-emptive right I may have upon the other
99% equity interest in
the Company and will not
encumber the transfer of the equity interest you proposed in any
way.
This Announcement Letter is effective as
of February 1, 2011.
XXXX
Xxxxxxxx
/s/ Xxxx Xxxxxxxx
Appendix
32
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the PRC. I, as a shareholder of the
company, hold a 1%equity interest in the
Company. I, together with the
other shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng, LU Junyou,
XXXX Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx, XX Xxxxxx,
XXXX Bintang, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI Tonglin, XU Jieguo, LIU
Shangxue, WANG Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU Jiechang,
Zhu Yuanhong, ZHU Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu Linsheng,
Xx Xxxxxx, XXXX Xxxxxxxx, XXX Xxxxxxx collectively hold a 100% equity interest
in the Company. I hereby
irrevocably waive any pre-emptive right I may have upon the other
99% equity interest in
the Company and will not
encumber the transfer of the equity interest you proposed in any
way.
This Announcement Letter is effective as
of February 1, 2011.
YANG
Chunxiang
/s/ Yang Chunxiang
Appendix
33
Announcement
Letter
Shandong
Haiwang Chemical Stock Co., Ltd. (hereinafter referred to as “Company”) is a
joint stock company duly established and valid existing
under the laws of the PRC. I, as a shareholder of the
company, hold a 0.1%equity interest in the
Company. I, together with the
other shareholders, XXXX Xxxxxxx, SUN Tongjiang, CUI Xiusheng, LU Junyou,
XXXX Xxxxx, MU Zuolei, MU Sisheng, HOU Junhua, CUI Huabei, XX Xxxxxx, XX Xxxxxx,
XXXX Bintang, XXX Xxxxxx, CUI Tongjing, XX Xxxxxxx, CUI Tonglin, XU Jieguo, LIU
Shangxue, WANG Chuanqiang, SUN Zhipeng, SHEN Zhaofa, LU Junping, XU Jiechang,
Zhu Yuanhong, ZHU Jiuquan, XXX Xxxxxxx, CUI Zhuande, WANG Xinhua, Zhu Linsheng,
Xx Xxxxxx, XXXX Xxxxxxxx, XXXX Xxxxxxxxx collectively hold a 100% equity interest in
the Company. I hereby
irrevocably waive any pre-emptive right I may have upon the other
99.99% equity interest in
the Company and will not
encumber the transfer of the equity interest you proposed in any
way.
This Announcement Letter is effective as of
February 1, 2011.
XXX
Xxxxxxx
/s/ Xxx Xxxxxxx
