PROXY
AGREEMENT

       

      This
Proxy Agreement (hereinafter referred to as “Agreement”) is entered into
effective as of February 1, 2011 by and among the following parties in Weifang,
Shandong Province, People’s Republic of China (the “PRC”).

      


      
        	
                Party A:

              	
                (1)
      YANG
      Chunbin, 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) WANG Yunyu, 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) XU Xiuzhi, a citizen of
the PRC.

      ID No.
370703196104020881

      Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

      


      (12) XU Dayong, 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) LIU Zhixia, a citizen of
the PRC.

      ID No.
370703196411143048

      Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

      


      (15) CUI Tongjing, a citizen
of the PRC.

      ID No.
370703196201203030

      Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

      


      (16) XU Shigang, 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, PRC

      


      (18) 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, PRC

      


      (23) XU Jiechang, a citizen of
the PRC.

      ID No.
370703196304253575

      Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

      


      (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) LIN Chunhui, 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) WU Jincai, a citizen of
the PRC.

      ID No.
37070319640820302X

      Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

      


      (31) YANG Xiaoyang, a citizen
of the PRC.

      ID No.
370703199001070329

      Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province, PRC

      


      (32) YANG Chunxiang, a citizen
of the PRC.

      ID No.
370703197303280015

      Address: Haiwang Street, Yangzi
Community, Coastal Economic Zone, Weifang, Shandong Province,
PRC


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (33) ZHU Xiaolei, 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 A”)

      


      
        	
                Party B:

              	
                Beijing Binhai Yintai
      Technology Co., Ltd., a wholly foreign-owned
      enterprise duly established and validly existing under the laws of the
      PRC.

              


      

      Registered Address: Room 2006, Floor 20, Qingyun Dangdai
Plaza, Building 9 of Mantingfangyuan Community, Qingyunli, Haidian District,
Beijing, PRC.

      


      
        	
                Party
      C:

              	
                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 A is the
current legal shareholder of Party C and holds a 100% interest in Party
C;

      


      WHEREAS, Party C and Party B, have entered into
an Exclusive Technical and Consulting Service Agreement and other
agreements;

      


      WHEREAS,  in order to perform the above agreements,
Party A is willing to entrust the person designated by Party B (the
“Proxy”) with its shareholder’s rights in Party C under PRC laws.

       

      NOW THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:

      


      
        	
                1.

              	
                Party
      A hereby agrees to irrevocably entrust the Proxy with all of its
      shareholder’s rights in Party C, including, but not limited to, the right
      to attend shareholders’ meetings, the right to execute shareholders’
      resolutions, the right to sell, assign, transfer or pledge all or any of
      Party A’s equity interests in Party C, and the right to vote such equity
      interests for all matters including, but not limited to, the appointment
      of legal representative, board members, executive directors, inspectors,
      chief managers and other senior management
  officers.

              


      

      


      
        	
                2.

              	
                Party
      B agrees to designate the Proxy who shall be entrusted by Party A, and
      such person shall represent Party A in all matters relating to the
      exercise of its shareholder’s rights pursuant to this
      Agreement.

              


      

      


      
        	
                3.

              	
                Party
      A and Party B hereby acknowledge that if Party B withdraws the appointment
      of the Proxy, Party A will withdraw the authorization of the Proxy and
      shall authorize another person(s) designated by Party B to exercise the
      rights of Party A relating to its equity interest in Party
    C.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                4.

              	
                This
      Agreement has been duly executed by all of the Parties and/or their
      authorized representatives as of the date first set forth above and shall
      be effective simultaneously.

              


      

      


      
        	
                5.

              	
                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.  This Agreement may be
      extended prior to termination upon written agreement by each Party. This
      Agreement shall be equally binding upon the Parties and Parties’
      successor.

              


      

      


      
        	
                6.

              	
                Any
      amendment and/or rescission of this Agreement shall be in writing and
      executed upon all of the Parties
hereto.

              


      

       

       [Remainder of
Page Left Intentionally Blank – Signature Page Follows]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      [Proxy
Agreement –Signature Page]

       

      IN WITNESS WHEREOF, the
Parties have executed this Agreement on the date first above
written.

       

      Party A:

      


      (1)YANG Chunbin    /s/ Yang
Chunbin     

       

      (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)WANG Yunyu    /s/ Wang Yunyu   


       

      (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)XU Xiuzhi    /s/ Xu Xiuzhi   


       

      (12)XU Dayong    /s/ Xu Dayong   


       

      (13)WANG Bintang    /s/ Wang Bintang   


       

      (14)LIU Zhixia    /s/ Liu Zhixia   


       

      (15)CUI Tongjing    /s/ Cui Tongjing   


       

      (16)XU Shigang    /s/ Xu Shigang   


       

      (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)LIN Chunhui    /s/
Lin Chunhui    

       

      (27)CUI Zhuande   
/s/ Cui Zhuande     

       

      (28)WANG Xinhua    /s/
Wang Xinhua    

       

      (29)ZHU Linsheng    /s/
Zhu Linsheng    

       

      (30)WU Jincai    /s/
Wu Jincai     

       

      (31)YANG Xiaoyang    /s/
Yang Xiaoyang    

       

      (32)YANG
Chunxiang    /s/
Yang Chunxiang    

       

      (33)ZHU Xiaolei    /s/
Zhu Xiaolei    

       

      Party B: Beijing Binhai Yintai Technology Co.,
Ltd.

      
         

        
          
            
              
                
                  	
                          By:

                        	/s/
      Yang Chunbin


                

              

            

          

          
            
              
                
                  	
                          Name:

                        	Yang
      Chunbin  


                

              

            

          

          
            
              
                	
                        Its:

                      	Legal
      Representative


              

            

          

           

        

      

      
        Party C: Shandong Haiwang
Chemical Stock Co., Ltd.

      

       

    

    
      
        
          
            
              	
                      By:

                    	/s/
      Yang Chunbin


            

          

        

      

      
        
          
            
              	
                      Name:

                    	Yang
      Chunbin


            

          

        

      

      
        
          
            	
                    Its:

                  	Legal
      Representative