LIMITED GUARANTYLimited Guaranty • March 31st, 2011 • Primavera SPV Ltd. • Miscellaneous chemical products • New York
Limited Guaranty, dated as of March 21, 2011 (this “Limited Guaranty”), by Dr. Jianhua Yang (the “Guarantor”), in favor of Chemspec International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
Primavera Capital Management Ltd. Beijing | Hong Kong | Shanghai Suite 5801, Two International Finance Centre Central, Hong Kong General line: 852 3767 5000 General fax: 852 3767 5001Equity Commitment Letter • March 31st, 2011 • Primavera SPV Ltd. • Miscellaneous chemical products • New York
Reference is made to the Agreement and Plan of Merger, dated as of March 21, 2011 (as it may be amended from time to time, the “Merger Agreement”), by and among Halogen Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Halogen Mergersub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, all of the outstanding shares of which are owned by Parent (“Merger Sub”), and Chemspec International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.
March 21, 2011 Primavera SPV Ltd. (“Primavera”) Suite 5801, Two International Finance Centre Attn: Jie Lian Yunlong Yuan Room 1603, Building 29 Lane 1333, Meichuan Road Shanghai, China Weinian Qi Room 206, No. 436 Caoyangwucun Putuo District,...Merger Agreement • March 31st, 2011 • Primavera SPV Ltd. • Miscellaneous chemical products • New York
Reference is made to the Agreement and Plan of Merger, dated as of March 21, 2011 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Halogen Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Halogen Mergersub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, all of the outstanding shares of which are owned by Parent (“Merger Sub”), and Chemspec International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.
Joint Filing AgreementJoint Filing Agreement • March 31st, 2011 • Primavera SPV Ltd. • Miscellaneous chemical products
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares, par value HK$0.01 per share, of Chemspec International Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
SUPPORT AGREEMENTSupport Agreement • March 31st, 2011 • Primavera SPV Ltd. • Miscellaneous chemical products • New York
This SUPPORT AGREEMENT (this “Agreement”) is effective as of March 21, 2011 (the “Effective Date”) by and among Primavera SPV Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Primavera”), and the persons listed on Schedule 1 hereto (each a “Shareholder”). All capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
