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  Chunbin Yang , 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:

    


    
      	
               
      

            	
              1.

            	
              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.

            


    

    


    
      	
               
      

            	
              2.

            	
              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.

            


    

    


    
      	
               
      

            	
              3.

            	
              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.

            


    

    


    
      	
               
      

            	
              4.

            	
              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.

            


    

    


    
      	
               
      

            	
              5.

            	
              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.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties have set forth their signatures as of the date
stated opposite their names.

    


    
      
        
          
            	
                    COMPANY

                  
	 
      	 
      
	
                    By:

                  	
                    /s/  Chunbin
      Yang

                  
	 
      	 
      
	
                    Name:

                  	
                    Chunbin
      Yang

                  
	
                    Its:

                  	
                    Chairman

                  
	 
      	 
      
	
                    AGENT

                  
	 
      	 
      
	
                    By:

                  	
                    /s/  Chunbin
      Yang

                  
	
                    Name:

                  	
                    Chunbin
      Yang

                  
	 
      	 
      
	
                    CONTROLLING
      SHAREHOLDERS

                  
	 
      	 
      
	
                    By:

                  	
                    /s/  Chunbin
      Yang

                  
	
                    Name:

                  	
                    Chunbin
      Yang

                  
	 
      	 
      
	
                    By:

                  	
                    /s/   Tongjiang
      Sun

                  
	
                    Name:

                  	
                    Tongjiang
      Sun

                  
	 
      	 
      
	
                    By:

                  	
                    /s/   Tongjiang
      Sun

                  
	
                    Name:

                  	
                    Xiusheng
      Cui

                  
	 
      	 
      
	
                    January
      17, 2011

                  


          

        

      

    

     

    
      
        
        

      

      
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    Schedule
A

     

    
      
        
          
            
              	
                      Shareholders’ Name 

                    	 	
                      Share Percentage in

                      Shandong Haiwang

                      Chemical Stock Co., Ltd

                    	 	 	
                      Share Percentage in Haiwang

                      Resources & Technology Ltd.

                    	 
	 
      	 	 	 	 	 	 
	
                      Chunbin
      Yang

                    	 	 	46.977	%	 	 	34.160	%
	
                      Tongjiang
      Sun

                    	 	 	13.8675	%	 	 	13.479	%
	
                      Xiusheng
      Cui

                    	 	 	12.3267	%	 	 	11.980	%
	 
      	 	 	73.171	%	 	 	59.619	%


            

          

        

      

    

     

    
      
        
        

      

      
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