OPERATING
AGREEMENT


     

    This
Operating Agreement (the “Agreement”) is entered into by
and among the following parties effective as of February 1, 2011.

    


    
      	
              Party
      A:

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

            


    

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

    


    
      	
              Party
      B:

            	
              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, Binhai Economic
Development Zone, Weifang, Shandong Province, PRC.

    

    


    Party C:

      (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


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    (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


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (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


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    (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

    


    (32) 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 C”)

     

    WHEREAS:

     

    
      	
              1.

            	
              Party
      A is a wholly foreign-owned enterprise duly incorporated and validly
      existing under the PRC law, which has capability to provide consulting
      services;

            


    

     

    
      	
              2.

            	
              Party
      B is a joint stock company duly incorporated and validly existing under
      the PRC law;

            


    

     

    
      	
              3.

            	
              Party
      C is the shareholder of Party B, who collectively owns 100% of the equity
      interests of Party B;

            


    

     

    
      	
              4.

            	
              Party
      A has established a business relationship with Party B by entering into
      the “Exclusive Technical and Consulting Service Agreement” (the “Service
      Agreement”);

            


    

     

    
      	
              5.

            	
              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;

            


    

     

    
      	
              6.

            	
              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.

            


    

     

    NOW
THEREFORE, all parties
of this Agreement hereby agree as follows through mutual
negotiations:


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
              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.

            


    

     

    
      	
              2.

            	
              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:

            


    

     

    
      	 	
              2.1

            	
              borrowing
      money from any third party or assume any
debt;

            


    

    


    
      	 	
              2.2

            	
              selling
      to or acquiring from any third party any asset or right, including but not
      limited to any intellectual property
right;

            


    

    


    
      	 	
              2.3

            	
              providing
      any real guarantee for any third party with its assets or intellectual
      property rights; or

            


    

    


    
      	 	
              2.4

            	
              assigning
      to any third party its business
agreements.

            


    

    


    
      	
              3.

            	
              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.

            


    

    


    
      	
              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.

            


    

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    


    
      	
              5.

            	
              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.

            


    

    
       


    

    
      	
              6.

            	
              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.

            


    

    
       


    

    
      	
              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.

            


    

    
       


    

    
      	
              8.

            	
              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.

            


    

    
       


    

    
      	
              9.

            	
              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.

            


    

    
       


    

    
      	
              10.

            	
              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.

            


    

    
       


    

    
      	
              11.

            	
              This
      Agreement shall be governed by and construed in accordance with the laws
      of the PRC.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
              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.

            


    

     

    
      	
              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.

            


    

    
       


    

    
      	
              14.

            	
              The
      parties confirm that this Agreement shall constitute the entire agreement
      of the Parties with respect to the subject matters
  therein.

            


    

    
       


    

    
      	
              15.

            	
              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.

            


    

    
       


    

    
      	
              17.

            	
              This
      Agreement may be signed in one or more original or facsimile
      copies.

            


    

    


    
      	
              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.

            


    

     

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


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    [Operating Agreement  – Signature
Page]


     

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

    


    
      
        
          
            
              	
                      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 



            

          

        

      

    

    


    Party C:

      

    (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   


    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

      

    (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    


    
      
         


      

      
        10