Cooperation Agreement
This
Cooperation Agreement (this “Agreement”) is dated as of January 17,
2011 by and among each of the individuals listed on Schedule
A hereto (the “Controlling Shareholders”); Shandong Haiwang Chemical Co.,
Ltd, a People’s Republic of China company (the “Company”);
and Xxxxxxx Xxxx , an individual agreeing to serve as the Controlling
Shareholders’ agent hereunder (the “Agent”).
WHEREAS,
the Controlling Shareholders hold the percentage of shares of the Company listed
on Schedule
A, which constitute in the aggregate a majority of the voting equity of
the Company; and
WHEREAS,
the Controlling Shareholders desire to reorganize the Company (the
“Reorganization”) in preparation for an offering (the “Offering”) of common
shares of Haiwang Resources & Technology Ltd. (“Listing
Company”)
WHEREAS,
the Controlling Shareholders acknowledge and agree that, in connection with the
Reorganization, it may be necessary or advisable to establish a holding company
structure pursuant to which the Company is contractually controlled by the
Listing Company or its subsidiary; and
WHEREAS,
the Controlling Shareholders desire to cause the Company to take all steps
advisable to reorganize the Company as necessary and to ensure that the
financial statements of the Listing Company are consolidated with those of the
Company.
NOW
THEREFORE, the parties agree as follows:
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1.
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The
Controlling Shareholders appoint the Agent to coordinate the
Reorganization in preparation for the Offering. The Controlling
Shareholders acknowledge and agree that the Agent may establish one or
more companies inside and outside China in connection with the
Reorganization and that the shareholders of the Company will not become
shareholders of the Listing Company until the Agent determines that such
issuances are permissible under applicable laws and
regulations.
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2.
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The
Agent will take such actions as may be necessary or desirable to the
Controlling Shareholders in connection with the Reorganization, including
but not limited to, coordinating with counsel and other service providers
to complete the establishment and registration of all entities
contemplated hereunder and to prepare any agreements to cause the Listing
Company, through its subsidiary, to control the Company by
contract. The Controlling Shareholders understand
that at the conclusion of the Reorganization, the Listing Company may be a
non-Chinese company that owns all of the equity of one or more companies,
including a Chinese company that has contracts with the
Company.
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3.
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The Controlling Shareholders will cause
the Listing Company and the Company to be operated in cooperation with
each other. In particular, the Controlling Shareholders agree
that they
will vote in concert on corporate matters in the Company and the Listing Company, to the extent that they intend for the Listing
Company to be considered under common control with the
Company. To the extent the Controlling Shareholders have less
than unanimity as to any decision among themselves with regard to the
Company and Listing
Company, they agree that, during the term of this Agreement, they will act
in concert with the wishes of the Controlling Shareholders holding a
majority of the shares of the
Company.
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4.
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The Controlling Shareholders will
not transfer any shares of the Company or the Listing Company during
the term of this Agreement other than to another shareholder who
agrees to be bound by the terms of this
Agreement.
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5.
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The
term of this Agreement will begin on the date hereof and will terminate
automatically on the earlier of such date that the Controlling
Shareholders determine to terminate the Agreement or such date as the
Company determines that the Company and the Listing Company have an
independent basis for consolidating the financial statements of such
companies.
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IN
WITNESS WHEREOF, the parties have set forth their signatures as of the date
stated opposite their names.
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COMPANY
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By:
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/s/ Xxxxxxx
Xxxx
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Name:
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Xxxxxxx
Xxxx
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Its:
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Chairman
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AGENT
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By:
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/s/ Xxxxxxx
Xxxx
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Name:
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Xxxxxxx
Xxxx
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CONTROLLING
SHAREHOLDERS
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By:
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/s/ Xxxxxxx
Xxxx
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Name:
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Xxxxxxx
Xxxx
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By:
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/s/ Tongjiang
Sun
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Name:
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Tongjiang
Sun
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By:
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/s/ Tongjiang
Sun
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Name:
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Xiusheng
Cui
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January
17, 2011
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2
Schedule
A
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Shareholders’ Name
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Share Percentage in
Shandong Haiwang
Chemical Stock Co., Ltd
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Share Percentage in Haiwang
Resources & Technology Ltd.
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Xxxxxxx
Xxxx
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46.977 | % | 34.160 | % | ||||
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Tongjiang
Sun
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13.8675 | % | 13.479 | % | ||||
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Xiusheng
Cui
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12.3267 | % | 11.980 | % | ||||
| 73.171 | % | 59.619 | % | |||||
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