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As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/02/11 Haiwang Resources & Tech Ltd. S-1 21:6.0M Vintage/FA |
Document/Exhibit Description Pages Size 1: S-1 Registration Statement (General Form) HTML 2.12M 2: EX-3.(I)(1) Articles of Incorporation/Organization or By-Laws HTML 253K 3: EX-3.(II)(1) Articles of Incorporation/Organization or HTML 52K By-Laws 4: EX-5.1 Opinion re: Legality HTML 17K 5: EX-10.1 Material Contract HTML 47K 13: EX-10.10 Material Contract HTML 25K 14: EX-10.11 Material Contract HTML 17K 15: EX-10.12 Material Contract HTML 23K 16: EX-10.13 Material Contract HTML 19K 17: EX-10.14 Material Contract HTML 28K 6: EX-10.2 Material Contract HTML 50K 7: EX-10.3 Material Contract HTML 104K 8: EX-10.4 Material Contract HTML 252K 9: EX-10.6 Material Contract HTML 34K 10: EX-10.7 Material Contract HTML 63K 11: EX-10.8 Material Contract HTML 59K 12: EX-10.9 Material Contract HTML 18K 18: EX-21.1 Subsidiaries of the Registrant HTML 14K 19: EX-23.1 Consent of Experts or Counsel HTML 10K 20: EX-99.1 Miscellaneous Exhibit HTML 19K 21: EX-99.2 Miscellaneous Exhibit HTML 38K
Party
A:
|
Beijing Binhai Yintai
Technology Co., Ltd., a
wholly foreign-owned enterprise duly established and validly existing
under the laws of PRC.
|
Party
B:
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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.
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1.
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Party
A is a wholly foreign-owned enterprise duly incorporated and validly
existing under the PRC law, which has capability to provide consulting
services;
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3.
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Party
C is the shareholder of Party B, who collectively owns 100% of the equity
interests of Party B;
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4.
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Party
A has established a business relationship with Party B by entering into
the “Exclusive Technical and Consulting Service Agreement” (the “Service
Agreement”);
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5.
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Pursuant
to the Service Agreement, Party B pays a certain amount of money to Party
A. However, the relevant payable account has not been paid yet and the
daily operations of Party B will have a material effect on its ability to
pay such payable account to Party
A;
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6.
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The
Parties desire to enter into this Agreement to provide for Party A’s
guarantee of expenses and losses of Party B and clarify matters in
connection with Party B’s
operation.
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1.
|
Party
A agrees, subject to the satisfaction of the relevant provisions by Party
B herein, to serve as guarantor for Party B in the contracts, agreements
or transactions in connection with Party B’s operation between Party B and
any other third party, to provide full guarantee for the performance of
such contracts, agreements or transactions by Party B. Party B agrees, as
the counter-guarantee, to pledge the receivable account in its operation
and the whole assets of its company to Party A. According to the aforesaid
guarantee arrangement, Party A wishes to enter into written guarantee
contracts with Party B’s counter-parties thereof to assume the guarantee
liability as the guarantor when it needs; therefore, Party B and Party C
shall take all necessary actions (including but not limited to execute
relevant documents and transact relevant registrations) to carry out the
arrangement of counter-guarantee to Party
A.
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2.
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In
consideration of the requirement of Article 1 herein and assuring the
performance of the various operation agreements between Party A and Party
B and the payment of the payables accounts by Party B to Party A, Party B
together with its shareholder, Party C, hereby jointly agree that Party B
shall not conduct any transaction which may materially affect its assets,
obligations, rights or operation (excluding business contracts entered
into in the ordinary course of Party B’s regular operations and the lien
obtained by relevant counter parties due to such agreements) unless Party
A provides its prior written consent. Such transactions shall include, but
not be limited to, the following
matters:
|
2.2
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selling
to or acquiring from any third party any asset or right, including but not
limited to any intellectual property
right;
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2.3
|
providing
any real guarantee for any third party with its assets or intellectual
property rights; or
|
3.
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In
order to ensure the performance of the various operation agreements
between Party A and Party B and the payment of the various payables by
Party B to Party A, Party B together with its shareholder Party C hereby
jointly agree to accept, from time to time, the corporate policy advice
and guidance provided by Party A in connection with company’s daily
operating and financial management and the employment and dismissal of the
company’s employees.
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4.
|
Party
B together with its shareholder Party C hereby jointly agree that Party C
shall cooperate to appoint the persons recommended by Party A as the
directors of Party B, and Party B shall appoint Party A’s senior managers
as Party B’s General Manager, Chief Financial Officer, and other senior
officers. If any of the above senior officers leaves or is dismissed by
Party A, he or she will lose the qualification to take any position in
Party B and Party B shall appoint such other senior officers of Party A
recommended by Party A to take such position. The person recommended by
Party A in accordance with this Article herein should comply with the
stipulation on the qualifications of directors, General Manager, Chief
Financial Officer, and other senior officers pursuant to applicable
law.
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5.
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Party
B together with its shareholder Party C hereby jointly agree and confirm
that Party B shall seek the guarantee from Party A first if it needs any
guarantee for its performance of any contract or loan of flow capital in
the course of operation. In such case, Party A shall have the right but
not the obligation to provide the appropriate guarantee to Party B on its
own discretion. If Party A decides not to provide such guarantee, Party A
shall issue a written notice to Party B immediately and Party B shall seek
a guarantee from other third party.
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6.
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In
the event that any of the agreements between Party A and Party B
terminates or expires, Party A shall have the right but not the obligation
to terminate all agreements between Party A and Party B including but not
limited to the Services Agreement.
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7.
|
Any
amendment and supplement of this Agreement shall be made in writing. The
amendment and supplement duly executed by all parties shall be deemed as a
part of this Agreement and shall have the same legal effect as this
Agreement.
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8.
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If
any clause hereof is judged as invalid or non-enforceable according to
applicable laws, such clause shall be deemed invalid only within the
applicable area of the laws and without affecting other clauses hereof in
any way.
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9.
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Party
B shall not assign its rights and obligations under this Agreement to any
third party without the prior written consent of Party A. Party B hereby
agrees that Party A may assign its rights and obligations under this
Agreement as it needs and such transfer shall only be subject to a written
notice sent to Party B by Party A, and no any further consent from Party B
will be required.
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10.
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All
parties acknowledge and confirm that any oral or written materials
communicated pursuant to this Agreement are confidential documents. All
parties shall keep secret of all such documents and not disclose any such
documents to any third party without prior written consent from other
parties except under the following conditions: (a) such documents are
known or shall be known by the public (other than when the receiving party
discloses such documents to the public without authorization);
(b) any documents disclosed in accordance with applicable laws or
rules or regulations of a stock exchange with jurisdiction; (c) any
documents required to be disclosed by any party to its legal counsel or
financial consultant for the purpose of the transaction of this Agreement
by any party, provided such legal counsel or financial consultant shall
also comply with the confidentiality as stated hereof. Any disclosure by
employees or agencies employed by any party shall be deemed the disclosure
of such party and such party shall assume the liabilities for its breach
of contract pursuant to this Agreement. This Article shall survive the
termination of, amendment of, cancellation of or inability to perform this
Agreement.
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12.
|
The
parties shall strive to settle any dispute arising from the interpretation
or performance of this Agreement through friendly consultation. In case no
settlement can be reached through consultation, each party can submit such
matter to China International Economic and Trade Arbitration Commission
(“CIETAC”) for arbitration in accordance with its rules of CIETAC then in
effect. The arbitration proceedings shall take place in Beijing and shall
be conducted in Chinese. The arbitration award shall be final and
conclusive and binding upon all the
parties.
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13.
|
This
Agreement shall be executed by a duly authorized representative of each
party as of the date first written above and become effective
simultaneously.
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14.
|
The
parties confirm that this Agreement shall constitute the entire agreement
of the Parties with respect to the subject matters
therein.
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15.
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The
term of this agreement is twenty (20) years unless early termination
occurs in accordance with relevant provisions herein or in any other
relevant agreements reached by all parties. This Agreement may be extended
at Party A’s written request prior to the expiration of this Agreement for
additional terms of twenty (20) years each. During the aforesaid
term, if Party A or Party B is terminated at expiration of the operation
term (including any extension of such term) or by any other reason, this
Agreement shall be terminated upon such termination of such party, unless
such party has already assigned its rights and obligations in accordance
with Article 9 hereof.
|
16.
|
This
Agreement shall be terminated on the expiring date unless it is renewed in
accordance with the relevant provision herein. During the term of this
Agreement, Party B shall not terminate this Agreement. Notwithstanding the
above stipulation, Party A shall have the right to terminate this
Agreement at any time by issuing a thirty (30) days prior written
notice to Party B.
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18.
|
This Agreement is executed both 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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Beijing
Binhai Yintai Technology Co., Ltd.
|
|
By:
|
/s/ Yang Chunbin |
Name:
|
Yang Chunbin |
Its:
|
Legal Representative |
Party B: Shandong Haiwang
Chemical Stock Co., Ltd.
|
|
By:
|
/s/ Yang Chunbin |
Name:
|
Yang Chunbin |
Its:
|
Legal Representative |
This ‘S-1’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/2/11 | None on these Dates | ||
2/1/11 | ||||
List all Filings |