Koppers (KOP) 10-K 2006 FY Annual report

Execution Version

Exhibit 10.45

December 9, 2006

KAILUAN CLEAN COAL COMPANY LIMITED

and

KOPPERS MAURITIUS

and

TANGSHAN IRON & STEEL

CO., LTD.

JOINT VENTURE CONTRACT

in relation to the establishment of

TANGSHAN KOPPERS KAILUAN CARBON CHEMICAL CO., LTD.

Execution Version

CONTENTS

		PAGE
ARTICLE
ARTICLE 1	GENERAL PROVISIONS	1
ARTICLE 2	PARTIES TO THE JOINT VENTURE	5
ARTICLE 3	ESTABLISHMENT OF THE JOINT VENTURE COMPANY	6
ARTICLE 4	PURPOSE, SCOPE OF BUSINESS AND SCALE OF PRODUCTION	7
ARTICLE 5	TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL	8
ARTICLE 6	RESPONSIBILITIES OF EACH PARTY TO THE JOINT VENTURE	16
ARTICLE 7	TECHNOLOGY LICENSE	19
ARTICLE 8	RIGHT TO USE THE FACTORY SITE; UTILITIES	19
ARTICLE 9	MARKETING, SALES OF PRODUCTS	20
ARTICLE 10	PURCHASES OF EQUIPMENT AND MATERIALS	23
ARTICLE 11	THE BOARD OF DIRECTORS	24
ARTICLE 12	OPERATION AND MANAGEMENT ORGANIZATION	24
ARTICLE 13	LABOR MANAGEMENT	25
ARTICLE 14	PREFERENTIAL STATUS OF THE COMPANY	28
ARTICLE 15	TAXES, FINANCE, AUDIT AND DISTRIBUTION OF PROFIT	28
ARTICLE 16	FOREIGN EXCHANGE	32
ARTICLE 17	INSURANCE AND COMPLIANCE	33
ARTICLE 18	REPRESENTATIONS AND WARRANTIES OF THE PARTIES	34
ARTICLE 19	FURTHER COOPERATION	35

Execution Version

ARTICLE 20	CONFIDENTIALITY	38
ARTICLE 21	DURATION OF THE JOINT VENTURE	39
ARTICLE 22	EARLY TERMINATION AND DISSOLUTION	40
ARTICLE 23	BREACH, PENALTIES FOR BREACH, AND LIQUIDATION DUE TO BREACH	42
ARTICLE 24	CONSEQUENCES OF TERMINATION AND DISSOLUTION	44
ARTICLE 25	EXCUSING EVENTS	45
ARTICLE 26	APPLICABLE LAW	47
ARTICLE 27	SETTLEMENT OF DISPUTES	47
ARTICLE 28	LANGUAGE	48
ARTICLE 29	EFFECTIVENESS OF THE CONTRACT, AMENDMENT, AND MISCELLANEOUS PROVISIONS	49
SIGNATURE		52
LIST OF APPENDICES		53

Execution Version

JOINT VENTURE CONTRACT

ARTICLE 1         GENERAL PROVISIONS

1.1         Introduction

In accordance with theLaw of the People’s Republic of China on Joint Ventures Using Chinese and Foreign Investment(the “Joint Venture Law”), theImplementing Regulations of the Joint Venture Law(the “Joint Venture Regulations”), and other relevant laws and regulations of the People’s Republic of China (“PRC”),Kailuan Clean Coal Company Limited, Koppers Mauritius, andTangshan Iron & Steel Co., Ltd,adhering to the principles of equality and mutual benefit, agree after friendly consultations to invest jointly in and to set up an equity joint venture company in Tangshan, Hebei Province,PRC, and hereby enter into thisContract.

1.2         Definitions

In thisContract:

1.2.1 Affiliate means, in relation to aParty, any corporation, enterprise, partnership, trust or other entity (an “Entity”) directly or indirectly controlling or controlled by or under commonControl with thatParty. However, theParties agree thatAffiliate relationships do not exist between enterprises in which thePRCstate holds controlling interest merely because the equity interest in both them is controlled by thePRCstate. Thus, for the avoidance of doubt and for purposes of thisContract,Party A andParty C shall not be regarded asAffiliates.

1.2.2 After-Tax Profitshas that meaning as set forth inPRC GAAP.

1.2.3 AICmeans thePRCState Administration of Industry and Commerce, including its authorised local branches, as applicable.

1.2.4 Appointed Management Personnel means, collectively, theCompany’sGeneral Manager,CFO and the Deputy General Manager of Operations.

1.2.5 Approval Authority means thePRC government authority which, pursuant to relevantPRC laws and regulations, is authorized to approve thisContract and theArticles of Association.

1.2.6 Articles of Association means the articles of association of theCompany in the form attached hereto as Appendix A.

1.2.7 Asset Valuation Report means the asset valuation report, which has an evaluation reference date of October 27, 2006 and is issued by Tangshan Lande Asset Appraisal Co., Ltd., together with its extension certificates, if any.

1

Execution Version

1.2.8 Boardhas that meaning as set forth in Article 11.1.

1.2.9 Breaching Party has that meaning as set forth in Article 23.1.

1.2.10 Carbon Pitch means intermediateCoal Tar Pitch, hardCoal Tar Pitch, liquidCoal Tar Pitch, collectively.

1.2.11 CFOmeans the chief financial officer of theCompany, as described in Article 15.3.1.

1.2.12 Coal Tar means the Coal Tar distillated and condensed from gas during the process of the high-temperature coking of coal.

1.2.13 Coal Tar Pitch means the residue stream which is from the distillation ofCoal Tar after lower-boiling hydrocarbon fractions are removed and which has a softening-point range of 60 to 120 degrees centigrade (60-120 ºC).

1.2.14 Company has that meaning as set forth in Article 3.1.

1.2.15 Company Term has that meaning as set forth in Article 21.1.1.

1.2.16 Confidential Informationhas that meaning as set forth in Article 20.1.

1.2.17 Contract means thisJoint Venture Contract as negotiated and executed by theParties, which includes Appendices A through C.

1.2.18 Control means ownership (whether direct or indirect) of more than fifty percent (50%) of a legal person’s orEntity’s registered capital or voting stock, or the power to designate, elect or appoint fifty percent (50%) or more of the members of the board of directors or equivalent body of that legal person orEntity.

1.2.19 Contributed Assetshas that meaning as set forth in Article 18.1.4.

1.2.20 Distributable Profits has the meaning as set forth inPRC GAAP.

1.2.21 Effective Date has that meaning as set forth in Article 29.2.1.

1.2.22 Entity has that meaning as set forth in Article 5.8.2(D).

1.2.23 Excusing Eventhas that meaning as set forth in Article 25.1.1.

1.2.24 Export Distribution Agreement means the agreement which sets forth the terms and conditions pursuant to which certain of theProducts will be sold outside of thePRC.

1.2.25 Factory Land Use Rights Contribution Contract means the land use rights contribution contract in relation to theFactory Site, in the form attached hereto as Appendix C.

1.2.26 Factory Sitemeans the site of the factory as described in Article 8.1.

2

Execution Version

1.2.27 Fair Value means, in relation to any interest in the registered capital of theCompany, a fair and reasonable price for such interest as between a willing buyer and a willing seller on an arm’s-length and going-concern basis.

1.2.28 Funds has that meaning as set forth in Article 15.6.1.

1.2.29 General Manager means that person who, as further detailed in thisContract and theArticles of Association, leads and participates in the management organization of theCompany, as well as its day-to-day operations.

1.2.30 General Manager Office Meeting means that meeting which theGeneral Manager regularly holds with the otherAppointed Management Personnel and other involved personnel to discuss the main issues and problems of theCompany’s operations.

1.2.31 IFRS has that meaning as set forth in Article 15.3.3(B).

1.2.32 Know-how and Technology Usage Right Agreement means that agreement, in the form attached hereto as Appendix B, which sets forth the terms and conditions under whichParty B makes available to theCompany and theCompany may use proprietary know-how and technology and technical assistance.

1.2.33 Koppers China means Koppers China Carbon and Chemical Company Limited.

1.2.34 Koppers Group means Koppers Inc., its subsidiaries, and its affiliated companies.

1.2.35 Labor Contract means the labor contract which sets forth the terms and conditions for employees of theCompany.

1.2.36 Liquidation Committeemeans the liquidation committee as described in Article 24.2.

1.2.37 Major Contracts means the following contracts which are executed in connection with thisContract:Know-how and Technology Usage Right Agreement;Factory Land Use Rights Contribution Contract;Trademark License Agreement;Tar Supply Agreement;Services and Utilities Agreement,Labor Contract andExport Distribution Agreement.

1.2.38 Major Contracts Agreementmeans the agreement which is executed by theParties on the same date as that on which they have executed thisContract, and which, among other things, sets forth the text agreed by theParties for the followingMajor Contracts:Trademark License Agreement;Tar Supply Agreement;Services and Utilities Agreement,Labor Contract andExport Distribution Agreement.

1.2.39 Offer, Offeree andOfferor have those meanings in Article 24.4.1.

1.2.40 Party means eitherParty A,Party B, orParty C, and Parties meansParty A,Party B, andParty C collectively.

3

Execution Version

1.2.41 Party Personnel has that meaning in Article 20.4.

1.2.42 Performing Partyhas that meaning in Article 23.1.1.

1.2.43 PRCmeans the People’s Republic of China.

1.2.44 PRC GAAP has that meaning as set forth in Article 15.3.3.

1.2.45 Productshas that meaning in Article 4.2.1.

1.2.46 Profithas that meaning inPRC GAAP.

1.2.47 Project Application Report means the project application report dated November 30, 2006 jointly prepared byParty A, Party Band Party C.

1.2.48 RMB means Renminbi, the lawful currency of thePRC.

1.2.49 SAFEmeans thePRC State Administration of Foreign Exchange, including its authorised local branches and agents, as applicable.

1.2.50 Services and Utilities Agreement means the agreement which sets forth the terms and conditions for the supply of services and utilities to theCompany byParty A’sAffiliate.

1.2.51 Tar Supply Agreement means the two (2) agreements which set forth the terms and conditions for the supply byParty A’sAffiliates ofCoal Tar to theCompany.

1.2.52 Trademark License Agreement means the agreement which sets forth the terms and conditions under which anAffiliate ofParty B licenses trademark(s) to theCompany.

1.2.53 Transferhas that meaning as set forth in Article 5.8.1(C).

1.2.54 Transfer Notice has that meaning in Article 5.8.1(C).

1.2.55 Transferring Party has that meaning in Article 5.8(1)(C).

1.2.56 US$ means the United States Dollar, the lawful currency of theUSA.

1.2.57 US GAAP has that meaning as set forth in Article 15.3.3(A).

1.2.58 USAmeans the United States of America.

1.2.59 References to “assist” or to “assistance” in thisContractmean that aParty which assists or provides assistance shall use its best efforts to achieve the result desired by theParties in relation to that assistance. For the avoidance of doubt: (a) aParty shall not be liable for any such assistance that does not achieve the desired result; and (b) aParty shall not be expected to provide assistance regarding matters that are not within their natural areas of expertise or experience.

4

Execution Version

ARTICLE 2         PARTIES TO THE JOINT VENTURE

2.1         Parties

TheParties to thisContract are:

(A) Kailuan Clean Coal Company Limited (“Party A”), a joint stock limited company which is registered with the Hebei Province Administration of Industry and Commerce, with its legal address at East Building, No. 70 Xin Hua Dong Road, Tangshan City, Hebei Province,PRC. The legal representative ofParty A is:

Name:	Pei Hua
Position:	Chairman of the Board of Directors
Nationality:	PRC

AND

(B) Koppers Mauritius(“Party B”),a company incorporated and existing under the laws of the Republic of Mauritius with its registered office at 4th Floor, Les Cascades Building, Edith Cavell Street, Port Louis, Mauritius and being a wholly-owned subsidiary of Koppers Australia Pty. Limited,a corporation incorporated and existing under the laws of the Commonwealth of Australia with its legal address at Level 10, 15 Blue Street, North Sydney, NSW 2060 Australia. The legal representative ofParty B is:

Name:	Ernest S. Bryon
Position:	Director
Nationality:	Australian

AND

(C) Tangshan Iron & Steel Co., Ltd(“Party C”), a joint stock limited company which is registered with the Hebei Province Administration of Industry and Commerce, with its legal address at No. 9 Binhelu, Tangshan, Hebei Province,PRC. The legal representative ofParty C is:

Name:	Wang Yifang
Position:	Chairman of the Board of Directors
Nationality:	PRC

5

Execution Version

2.2 Power to Enter into this Contract

EachParty represents and warrants that:

(A) it possesses full power and authority to enter into thisContract and has obtained or immediately shall obtain all necessary approvals to perform its obligations hereunder;

(B) its representative whose signature is affixed to thisContract has been or will be fully authorized to sign thisContract pursuant to a valid power of attorney, a board resolution or a resolution of shareholder’s general meeting, a copy of which shall be provided to the otherParty to thisContract.

ARTICLE 3         ESTABLISHMENT OF THE JOINT VENTURE COMPANY

3.1 Establishment of the Joint Venture Company

In accordance with theJoint Venture Law and theJoint Venture Regulations, theParties agree to set up a limited liability Sino-foreign equity joint venture company (the “Company”) pursuant to the terms of thisContract. TheCompany shall be governed in accordance with theArticles of Association.

3.2 Name and Address of the Company

3.2.1 The name of theCompany shall be in Chinese and “Tangshan Koppers Kailuan Carbon Chemical Co., Ltd.” in English. The name of theCompany shall be subject to the verification of theAIC.

3.2.2 The legal address of theCompany shall be at North No. 5 Road, Haigang Development Zone, Tangshan, Hebei Province,PRC.

3.3 Limited Liability Company

3.3.1 TheCompany shall be a limited liability company. EachParty shall be liable to theCompany to the extent of its respective subscribed contributions to theCompany’s registered capital that are required to be made pursuant to thisContract, and noParty shall have any liability to theCompany or to any third party (including anyPRC national, provincial or other governmental authority, agency or bureau or any department or division thereof) jointly or severally in excess of such amount. In accordance with relevantPRC laws and regulations, theParties shall share the profits and bear risks and losses of theCompany in proportion to their capital contributions to theCompany.

6

Execution Version

3.3.2 TheParties agree that they each shall waive any claim that each may have in respect of indirect damages (including, but not limited to, damages for loss of profits or benefits) against the other and each of them agrees not to assert any claim against the other in respect of such indirect damages arising out of any breach of thisContract.

3.4         Legal Person Status

TheCompany shall be a legal person under the laws of thePRC.

3.5         Compliance with Laws

The activities of theCompany shall comply with, and be entitled to the protection of, the relevant published laws, statutes, and regulations of thePRC, and also shall be in accordance with theArticles of Association and thisContract.

ARTICLE 4         PURPOSE, SCOPE OF BUSINESS AND SCALE OF PRODUCTION

4.1         Purpose of the Company

TheParties’ purpose in forming theCompany is to build and operate aCoal Tar production and processing facility which has a production capacity of 300,000 MT of anhydrousCoal Tar, and that will manufactureCoal Tar-derived products to meet the demands of the domestic and international markets in terms of quality, price and delivery terms for theProducts and to maximize economic benefits. The aim of theParties is to make theCompany one of the world leaders in the carbon and chemical industry.

4.2         Scope of Business

TheCompany’s business scope shall be:

4.2.1 to produce, process, and sellCoal Tar-derived products (and other related products includingCarbon Pitch, solvent, carbon black feedstock, light oil, wash oil, technical napthalene, crude phenol oil) (collectively, the “Products”); to provide transportation and shipping services for suchProducts; to sell scrap materials, machinery and chemical-industry equipment; and to procure and sellCoal Tar.

4.2.2 to engage in other business activities as necessary to achieve the purposes, goals and overall success of theCompany as stated in thisContract.

4.3         Scale of Production

4.3.1 In accordance with present requirements and market conditions, theParties agree that the annualCoal Tar processing capacity of theCompany, at minimum, shall be 300,000 MT of anhydrousCoal Tar.

7

Execution Version

4.3.2 TheCompany’s production capacity and scale of production may be expanded, if there are increased market demand and other economic conditions favoring expansion; provided, however, that any such decision to increase production by theCompany will be approved by theBoard.

4.3.3 TheParties understand and agree that it is expected that exports ofCarbon Pitch, by volume, could reach seventy percent (70%) of theCompany’s output.

4.4 Location of Production and Operations

TheCompany’s production and processing shall take place at theFactory Site.

ARTICLE 5         TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL

5.1 Total Amount of Investment

The total amount of investment in theCompany shall beRMB368,463,500, of whichRMB129,044,700 shall be registered capital.

5.2 Company’s Registered Capital; Ratio of Parties’ Contributions

5.2.1 The registered capital of theCompany shall beRMB129,044,700, of whichParty A shall contribute theRMB65,812,797, accounting for 51% of the equity interest in the registered capital of theCompany; of whichParty B shall contribute theUS$ equivalent ofRMB38,713,410, accounting for 30% of the equity interest in the registered capital of theCompany; and of whichParty C shall contributeRMB24,518,493, accounting for 19% of the equity interest in the registered capital of theCompany.

5.2.2 Any increase of the registered capital and total investment of theCompany shall require the unanimous approval of theBoard and, if required by relevantPRC laws and regulations, shall be approved by theApproval Authority and registered with the relevant registration authority. Any approved increase in theCompany’s registered capital shall be contributed by theParties in the same proportion as that which existed prior to the increase and, following such increase, the percentages of theParties’ equity interests in theCompany’s registered capital shall be consistent with those which existed before such increase. TheParties shall make their respective contributions to an increased registered capital in cash, or in such other form as may be agreed by theBoard.

5.3 Contributions of the Parties

TheParties shall provide the following as their contributions to the registered capital amount (as set forth in Article 5.2.1):

5.3.1 Party A shall contribute:

(A) RMB46,158,197 in cash; and

(B) those land use rights as further detailed and set forth in theFactory Land Use Rights Contribution Contract, which have a total appraised value as set out in theAsset Valuation Report ofRMB19,654,600.

8

Execution Version

5.3.2 Party B shall contribute:

(A) an amount in cash in theUS$ equivalent ofRMB25,806,120; and

(B) an amount ofRMB12,907,290, in the form of the license fee for the proprietary know-how and technology and technical assistance, asset forth in and pursuant to the terms and schedule of theKnow-how and Technology Usage Right Agreement.

5.3.3 Party C shall contribute:

RMB 24,518,493 in cash.

5.4         Timing of Contributions

Following approval of thisContract by theApproval Authority and the issuance of theCompany’s business license by the Tangshan Municipal Administration of Industry and Commerce, eachParty shall make its contributions to the registered capital of theCompany in accordance with the proportions set forth in Article 5.2 and pursuant to the following timetable; provided, however, that noParty shall have an obligation to contribute any part of its share of the registered capital of theCompany until the conditions precedent set out in Article 5.5 have been satisfied or they have been waived by theParties. TheParties agree that, before theParties contribute to the registered capital pursuant to thisContract,Party A shall pay for the pre-establishment costs on behalf of theCompany, and that, within two months afterParty A,Party B andParty C have made first contribution to the registered capital pursuant to thisContract, theCompany shall repayParty A all advanced payment byParty Ain a lump sum payment;Party A shall transmit to theCompany the assets arising from the expenses incurred.

5.4.1 Party A shall contribute:

(A) land use rights set forth in Article 5.3.1 immediately upon issuance of theCompany’s business license and shall take all steps necessary to ensure that any transfer of land use right formalities are completed so that theCompany obtains the land use rights free and clear from any encumbrances as soon as possible, but in any event within six (6) months of the date of issuance of theCompany’s business license;

(B) an amount inRMB equal to fifty percent (50%) ofRMB46,158,197 no later than one (1) month from the date of issuance of theCompany’s business license;

9

Execution Version

(C) RMB23,079,098.50 at such times as needed by theCompany, as requested by theGeneral Manager, approved by theBoard and notified in writing toParty A(such contribution to be due and payable byParty A within thirty (30) days of receipt of such notification). In any event, such contribution shall be made within six (6) months from the date of issuance of theCompany’s business license.

5.4.2 Party B shall contribute:

(A) an amount equal to fifty percent (50%) of theUS$equivalent ofRMB25,806,120 no later than one (1) month from the date of issuance of theCompany’s business license;

(B) the license fees for proprietary know-how and technology (including technical assistance) in the amount equivalent toRMB12,907,290 the valuation of which has been confirmed by theParties, as set forth in and pursuant to the terms and schedule of theKnow-How and Technology Usage Right Agreement;

(C) US$amounts equivalent toRMB12,903,060, at such times as needed by theCompany, as requested by theGeneral Manager, approved by theBoard and notified in writing toParty B (such contribution to be due and payable byParty B within thirty (30) days of receipt of such notification). In any event, such contribution shall be made within six (6) months from the date of issuance of theCompany’s business license.

5.4.3 Party C shall contribute:

(A) an amount inRMB equal to fifty percent (50%) ofRMB24,518,493 no later than one (1) month from the date of issuance of theCompany’s business license;

(B) RMB12,259,246.50 at such times as needed by theCompany, as requested by theGeneral Manager, approved by theBoard and notified in writing toParty C (such contribution to be due and payable byParty C within thirty (30) days of receipt of such notification). In any event, such contribution shall be made within six (6) months from the date of issuance of theCompany’s business license.

5.4.4 The schedule of contribution by theParties shall be in line with the schedule of the project construction of theCompany as agreed by theParties.

5.5         Essential Conditions

AParty shall have no obligation to contribute any part of its share of the registered capital of theCompany until all of the following events have occurred or the requirement for their occurrence has been waived by theParties:

5.5.1 the following contracts have been executed by the relevant parties or, for those contracts where theCompany is a party, by theParties on behalf of theCompany and then subsequently counter-signed by theCompany after its establishment:

(A) thisContract;

(B) the following, which are attached as appendices to thisContract:

(i) theKnow-how and Technology Usage Right Agreement;

10

Execution Version

(ii) theFactory Land Use Rights Contribution Contract;

(C) theMajor Contracts Agreement;

(D) the following, which are attached as appendices to theMajor Contracts Agreement:

(i) Trademark License Agreement;

(ii) theTar Supply Agreement;

(iii) theServices and Utilities Agreement;

(iv) theExport Distribution Agreement;

(v) theLabor Contract.

5.5.2 eachParty has carried out and completed all of those of its internal approval processes and procedures, including approval by its board of directors, that would be required for it to be a party to thisContract, theArticles of Association, theMajor Contracts Agreement, and for it to execute theMajor Contracts, and eachParty has then notified the otherParties, in writing, of such completion.

5.5.3 only once all procedures and notifications required under Article 5.5.2 have been completed, theParties have submitted thisContract and theArticles of Association to theApproval Authority for approval.

5.5.4 theCompany has received all permits, certificates and approvals from the relevantPRC authorities that are necessary for theCompany to operate, including the following:

(A) approval certificate and official reply from theApproval Authority;

(B) a business license from the relevantAIC;

(C) an Organization Code Certificate;

11

Execution Version

(D) a Foreign Investment Enterprise Foreign Exchange Registration Certificate obtained fromSAFE.

5.5.5 in relation to the contracts set forth in Article 5.5.1, all registrations and filings, have been made with the relevantPRC authorities, including the template ofLabor Contract has been filed at the relevant Labor and Social Security Bureau of Tangshan City.

5.6 Additional Financing

5.6.1 In addition to the registered capital, after all cash capital contributions to the registered capital have been made pursuant to Articles 5.3 and 5.4, theCompany may borrow any additional funds which it requires in accordance with its construction and production needs. If theParties agree that they or their designees will provide security in relation such borrowing, then they shall provide or arrange for that security to be provided in accordance with the capital contribution ratios set forth in Article 5.2, unless theParties agree in writing otherwise.

5.6.2 AParty may, but noParty shall be obliged to, lend funds to theCompany. However, if aParty does agree to make such loans, suchParty shall be entitled to be paid interest or related fees according to law as if the transaction were a negotiated, arm’s-length financing from a third party.

5.6.3 In respect of the gap between the total amount of investment and registered capital of theCompany, theCompany will borrow loan(s) from third party bank(s). TheParties shall, pursuant to the method jointly agreed by all theParties, provide guarantee in proportion to their respective shareholding percentages.

5.7 Adjustment of Registered Capital

During theCompany Term, theCompany may adjust the amount of its registered capital, in accordance with theArticles of Association, withPRC law, and with the approval of theApproval Authority(if required).

5.8 Transfer of Registered Capital

5.8.1 Transfer to third party other than anAffiliate

(A) TheParties agree that they each may transfer their equity interest in the registered capital of theCompany (each, an“Equity Interest”) to a third party other than anAffiliate pursuant to the following principles:

(i) three (3) years have elapsed since the date of theCompany’s establishment (as stated on its business license); and

(ii) such transfer does not affect any significant preferential tax treatment which may be available toCompany as a result of theCompany’s status as a foreign-invested enterprise, in the first five (5) years ofCompany’s establishment.

12

Execution Version

(B) Subject to the provisions of Articles 5.8.1(A), 5.8.1(C), 5.8.1(D), and 5.8.1(E), aParty may assign, sell or otherwise dispose of all or part of itsEquity Interest to a third party; provided, however, that it first obtains, if required under relevantPRC laws and regulations, the approval of theApproval Authority.

(C) When aParty (the “Transferring Party”) wishes to assign, sell or otherwise dispose of all or part of itsEquity Interest to a third party (other than a transfer by aParty to anAffiliate pursuant to the provisions of Article 5.8.3 (hereinafter the “Transfer”), it shall notify the otherParties, in writing, of: (i) its wish to make theTransfer; (ii) the amount ofEquity Interest it wishes to transfer; (iii) the terms and conditions of theTransfer; and (iv) the identity of the proposed transferee (the “Transfer Notice”). The otherParties shall have a pre-emptive right to purchase, collectively, on the terms and conditions specified in theTransfer Noticeand in accordance with their capital contribution ratios set forth in Article 5.2, the whole of suchEquity Interest.

(D) The otherParty or otherParties shall notify theTransferring Party within sixty (60) days of actual delivery of theTransfer Notice (the “Notice Period”) whether it/they will purchase all of theEquity Interest to be transferred. If the otherParties fail to notify theTransferring Party within suchNotice Period that either or both of them will purchase suchEquity Interest, then they shall be deemed to have agreed to theTransfer to the proposed transferee on the terms and conditions specified in theTransfer Notice, and theTransferring Party may assign, sell or otherwise dispose of suchEquity Interest to such proposed transferee, on the terms and conditions set out in theTransfer Notice. TheParties shall cause their respective directors on theBoard to agree unanimously to such assignment, sale or other disposition. TheTransferring Party shall provide each of the otherParties with a duplicate of the executed written agreement with the transferee within fourteen (14) days of the execution of such agreement. The transferee must agree in writing to be bound by all the provisions of thisContract and theArticles of Association.

(E) If, during theNotice Period, one of theParties notifies theTransferring Party that such otherParty (the “Interested Party”) will purchase its pro rata share of theEquity Interest which theTransferring Party seeks to transfer, but the otherParty notifies theTransferring Party that it will not purchase its pro rata share ofEquity Interest to be transferred, then theInterested Party shall have a pre-emptive right (the “Second Pre-emptive Right”) to purchase that otherParty’s pro rata share of theEquity Interest to be transferred. However, theInterested Party shall notify theTransferring Party that it will exercise theSecond Pre-emptive Right, within fifteen (15) days from the date on which theNotice Period ended. Upon receipt of such notification, theTransferring Party immediately

13

Execution Version

shall notify, in writing, the proposed third-party transferee that the offer of theTransfer to such proposed transferee is terminated. TheTransferring Partyshall provide each of the otherParties with a duplicate of such written notification within two (2) days of its issuance.

5.8.2 Transfer to anAffiliate

(A) TheParties agree that they each may transfer their Equity Interest to an Affiliate pursuant to the following principles:

(i) three (3) years have elapsed since the date of theCompany’s establishment (as stated on its business license); and

(ii) such transfer does not affect any significant preferential tax treatment which may be available toCompany as a result of theCompany’s status as a foreign-invested enterprise.

(B) Notwithstanding the provisions of Article 5.8.2(A), aPartyshall not transfer itsEquity Interest to anAffiliateincorporated in China whose business is directly in competition with theCompany.

(C) When transferring to anAffiliate, the transferringParty must notify theBoard and the otherParties, in writing, of such transfer and specify the name and the legal address of theAffiliate, as well as the name, position, nationality and address of the legal representative of theAffiliate. TheParties each shall cause those directors of theCompany that they nominated to vote in favor of such transfer.

If required by relevantPRC laws and regulations, such transfer shall be reported to theApproval Authority for approval.

(D) AnAffiliate, in relation to aParty, shall mean any corporation, enterprise, partnership, trust or other entity (an “Entity”) directly or indirectly controlling or controlled by or under commonControl with thatParty. However, theParties agree thatAffiliate relationships do not exist between enterprises in which thePRCstate holds controlling interest merely because the equity interest in both them is controlled by thePRCstate. Thus, for the avoidance of doubt and for purposes of thisContract,Party A andParty C shall not be regarded asAffiliates.

5.8.3 Amendment ofContract

ThoseParties which, following any transfer of equity interest in theCompany’s registered capital pursuant to this Article 5.8, remain as parties to thisContract shall ensure that thisContract and theArticles of Association are immediately amended to reflect such transfer and that all actions necessary to make such transfer valid and enforceable underPRC laws and regulations are taken.

14

Execution Version

5.9 Investment Certificates

On each occasion after aParty has made a capital contribution to the registered capital of theCompany, theCompany shall engage an independent accountant registered in thePRC to verify that such contribution has been paid in and to issue a verification report. Upon the issuance of the verification report by the accountant, theCompany shall issue to theParty an investment certificate which has been signed by the Chairperson and the Vice-Chairperson of the Company, and which confirms the amount contributed by theParty.

5.10 Rights of a Party

EachParty agrees that, at all times during theCompany Term, theParties shall be entitled to their full rights in accordance with their respective agreed capital contribution proportions as set forth in Article 5.2 (such rights including, but not limited to, their full rights under thisContract, in connection with theBoard, and theArticles of Association but subject to the amount of their capital contribution obligations which they have actually paid in to theCompany); provided that, aParty wishing to exercise such a right is not in breach of its capital contribution obligations as set forth in Article 5.4.

5.11 Additional Approvals

TheCompany shall promptly obtain the following governmental approvals/licenses:

(A) Tax Registration Certificates from each of the local tax bureaus and the relevant bureau of the State Administration of Taxation;

(B) Customs Registration Certificate issued by the relevant customs authority;

(C) certification of theCompany’s status as a “Technologically-Advanced Enterprise”;

(D) Land Use Rights Certificate for theFactory Site;

(E) Official Replies and/or other documents which certify that the Companyhas passed the environmental compliance inspection.

15

Execution Version

ARTICLE 6         RESPONSIBILITIES OF EACH PARTY TO THE JOINT VENTURE

6.1 General Principles

6.1.1 In addition to its other responsibilities under thisContract, each of theParties agrees to assist theCompany in those areas, including those set forth in this Article 6, in which thatParty has special expertise and/or experience.

6.2 Supply of Materials, Resources, Services, and Technology

6.2.1 EachParty shall assist theCompany to obtain, at competitive prices, allCoal Tar which theCompany needs pursuant to its annual production plan.

6.2.2 Party A shall cause Qian’an Sinochem Coal Chemical Company Limited and Tangshan Zhongrun Coal Chemical Company Limited (collectively, the “Tar Affiliates”), each to enter into aTar Supply Agreement, together under which theCompany will be provided with all of theCoal Tar which is produced at coke facilities of those companies located at Qianan Sinochem Coal Chemical Company Limited and Tangshan Zhongrun Coal Chemical Company Limited (which production is estimated to be approximately one hundred eighty thousand (180,000) MT ofCoal Tar per year). TheParties shall use their best efforts to assist theCompany to obtain from third parties all otherCoal Tar needed by theCompany (approximately one hundred and twenty thousand (120,000) MT per year). If the amount ofCoal Tar which theCompany obtains from third parties is still not sufficient for its needs, then in the event that theParties own and control a new coking facility and if that facility sellsCoal Tar, then such facility shall sellCoal Tar to theCompany, on a priority basis but at market price.

6.2.3 Party A shall ensure that itsAffiliate shall enter into, theServices and Utilities Agreement.

6.2.4 TheParties shall assist theCompany with sourcing, purchasing, and/or, leasing (if applicable) within thePRC:

(A) adequate quantities ofCoal Tar and other materials, including raw materials;

(B) local equipment, articles for office use, means of transportation and communications facilities.

6.2.5 TheParties shall assist theCompany in the procurement of equipment, instruments and vehicles from abroad and in arranging transportation of the same to thePRC, and assist theCompany in the purchase or leasing of other machinery, equipment, supplies, office appliances, means of transportation, communications facilities and other materials required by theCompany from outside thePRC.

16

6.3 Government and Business Relations

6.3.1 TheParties shall handle the establishment of theCompany in thePRC (including submission of applications for approval of thisContract and other relevant documents to theApproval Authority and to any other government authority whose approval is required), the registration of theCompany with (and obtaining the business license from) the relevant administration of industry and commerce, and the registration of theCompany with the relevant tax and customs authorities.

6.3.2 TheParties shall assist in handling matters with the relevant branch ofSAFE to obtain a Foreign Investment Enterprise Foreign Exchange Registration Certificate for theCompany and other approvals necessary to establishRMB bank account(s) and foreign exchange bank account(s) and in handling any other related matters.

6.3.3 TheParties shall assist theCompany to apply for, obtain, and maintain all permits necessary for its operations and activities.

6.3.4 If requested by the Company, thePartiesshall assist theCompany in handling customs declaration procedures (including obtaining all relevant import and export licenses) for imported raw materials, machinery, equipment, materials, supplies, and related documentation, and exportedProducts; and assist in arranging for the inland transportation of items to and from theFactory Site or other designated sites.

6.3.5 Party A andParty C shall assist theCompany in dealing withPRC tax questions.

6.3.6 TheParties shall assist theCompany to apply for and obtain all possible tax reductions and exemptions and all other relevant investment incentives, privileges and preferences available to theCompany underPRC law including designation of theCompany as a “Technologically-Advanced Enterprise.”

6.3.7 TheParties shall assist theCompany, if requested by theCompany, in the submission of applications for, and the granting of, all necessary approvals, permits, certificates and licenses required in connection with safety and environmental matters, especially waste disposal matters, and other matters regulated by governmental authorities.

6.3.8 As requested by theCompany, theParties generally shall assist theCompany in its relations with government authorities andPRC domestic companies (including the existing customers ofParty A and ofParty B).

6.3.9 Party A andParty C shall assist theCompany with its knowledge of Chinese culture and business practices.

6.4 Maintenance of Facilities, Equipment

6.4.1 TheParties shall assist theCompany in any necessary renovations or installations of:

(A) its facilities and equipment;

(B) machinery and equipment purchased by theCompany either domestically or from overseas, if any.

17

Execution Version

provided, however, that the specific assistance to be provided, as well as applicable rights and obligations shall be agreed between theParty providing it and theCompany, and shall be stipulated in a contract which they all have signed.

6.5 Employees

6.5.1 TheParties shall assist theCompany with the smooth transfer of employees of theParties who are recruited by theCompany, with the smooth transfer back to theParties of those of their former employees who are unsatisfactory to or no longer required by theCompany, and with other employment-related matters, including the recruitment of other qualifiedPRC management personnel, technical personnel, workers and other needed personnel.

6.5.2 TheParties shall assist expatriate personnel ofParty B and theCompany in handling the necessary procedures for entry visas, work permits and travelling arrangements.

6.5.3 TheParties shall assist in arranging appropriate housing acceptable toParty B for expatriate employees of theCompany and accommodations for foreign personnel on temporary assignment to theCompany, and theCompany shall bear the reasonable expenses for theGeneral Manager’s housing.

6.5.4 Party B shall assist theCompany in recruiting expatriate management and technical personnel.

6.5.5 Upon the request of theGeneral Manager, theParties shall assist theCompany in formulating standards for recruiting, evaluating and promoting staff and workers.

6.5.6 Party B shall assist theCompany in arranging foreign visas and accommodation for personnel and directors of theCompany travelling abroad onCompany business.

6.6 Financing and Insurance

6.6.1 TheParties shall assist theCompany to obtainRMB loans from financial institutions.

6.6.2 TheParties, if requested by theGeneral Manager, shall help to negotiate the terms of theCompany’s direct or indirect insurance coverage and premiums with insurers and brokers inside and outside of thePRC.

6.6.3 TheParties shall assist theCompany to obtain foreign currency loans from financial institutions and/or to obtain foreign currency.

18

Execution Version

6.7 Applicable Laws

TheParties recognize that, in carrying out their obligations under thisContract, they shall be subject to and must abide by the laws, rules and regulations of thePRC.

ARTICLE 7        TECHNOLOGY LICENSE

7.1 Know-how and Technology Usage Right

7.1.1 TheParties agree thatParty B, pursuant to and in accordance with the terms and conditions set forth in theKnow-how and Technology Usage Right Agreement, will license proprietary know-how and technology and technical assistance to theCompany and will contribute license fees for such know-how, technology, and technical assistance in the amount equivalent toRMB12,907,290.

7.1.2 The entity (including theCompany) which produces theProducts on theFactory Siteshall be entitled to continue using the know-how and technology (as such is defined in theKnow-How and Technology Usage Right Agreement), provided that:

(1) that entity agrees to enter into a license agreement free of charge withParty B in form and substance identical to theKnow-How and Technology Usage Right Agreement(except for the Companyor entity which is bound by theKnow-How and Technology Usage Right Agreementpursuant to law or contractual commitments); and

(2) ifParty B is not a shareholder in that entity (including theCompany), thenParty B shall have no obligation to provide to that entity any of the Items 4-6 set forth in Schedule 1 Section 1 of theKnow-How and Technology Usage Right Agreement or any technical assistance (as defined in theKnow-How and Technology Usage Right Agreement) or technical training (as defined in theKnow-how and Technology Usage Right Agreement) or improvement to the know-how and technology (as defined in theKnow-How and Technology Usage Right Agreement). The entity (including theCompany) shall have no obligation to provide toParty Bany improvement to that know-how and technology.

ARTICLE 8        RIGHT TO USE THE FACTORY SITE, UTILITIES

8.1 Land Use Rights of the Company

TheParties agree thatParty A, pursuant to and in accordance with the terms and conditions set forth in theFactory Land Use Rights Contribution Contract shall contribute to theCompanyof the granted state-owned land use rights for the entire area of theFactory Site (which totals 166,198.27 square metres).

19

Execution Version

8.2        Documents of the Land Use Rights

Party A shall procure the issuance of a new state-owned land use rights certificate toCompany for theFactory Site and shall assist theCompany to carry out all other necessary procedures and formalities in order to enable theCompany to own the full right and legal documents necessary to use theFactory Sitepursuant to the business scope provided in thisContract.

8.3        Supply of Utilities

8.3.1 Party Ashall ensure that itsAffiliate(s) supply, to theCompany services and utilities, pursuant to and in accordance with the terms and conditions set forth in theServices and Utilities Agreement.

8.3.2 If, due to the expansion of production described in Article 4.3.2, theCompany’s facilities’, services’, and utilities’ needs exceed the amounts set out in the and in theServices and Utilities Agreement, andParty A’sAffiliate(s)is unable to meet theCompany’s requirements, thenParty AandParty Cwill assist theCompany to apply for and obtain from the relevant authorities such supply of additional amounts of such facilities, services and utilities as follows:

(A) on a continuous uninterrupted basis;

(B) in quantities sufficient to meet the full operational requirements of theCompany,

(C) in accordance with the practice in other comparable industrial joint ventures in Hebei Province; and

(D) at a favorable cost which shall be no higher than that paid by state-owned enterprises for similar facilities, services and utilities in the area.

ARTICLE 9        MARKETING, SALES OF PRODUCTS

9.1        Annual Sales Plan and Exports

9.1.1 By 31 October of each year of theCompany Term, theGeneral Manager shall coordinate and prepare for theCompany an annual sales plan for the immediately-upcoming year. Such annual sales plan shall be implemented beginning from 1 January of the immediately-upcoming year and shall be based upon the following factors:

(A) the market within thePRC for theProducts;

20

Execution Version

(B) the market outside of thePRC for theProducts;

(C) theCompany’s already-existing contracts and orders;

(D) the production and operational needs of theCompany;

(E) the implementation of theCompany’s annual sales plan for the year ending on the immediately-upcoming 31 December.

After discussing the annual sales plan at aGeneral Manager Office Meeting, theGeneral Manager shall edit and revise the annual sales plan for theCompany, as necessary, and provide such plan to theBoard.

9.1.2 TheParties agree thatParty B shall, or shall ensure that itsAffiliate shall, pursuant to and in accordance with the terms and conditions set forth in theExport Distribution Agreement,market and distribute certainProducts to any and all locations outside of thePRC.

9.1.3 TheCompany shall carry out sales in accordance with the annual sales plan provided for in Article 9.1.1, which has been developed by theGeneral Manager and has been approved by theBoard. TheCompany shall operate in accordance with that annual sales plan, and such plan shall govern the activities of theCompany, unless theBoard decides otherwise.

9.1.4 Any sale of the Products shall be made by the General Manager, or the Board, in accordance with such limits on their authorizations to do so as might be established by the Board from time to time.

9.1.5 Productsales which are outside of the scope and parameters that are set forth in the annual sales plan shall be decided by theGeneral Managerafter she/he has given due consideration to the international and domestic market conditions. However, theGeneral Manager shall consult with the Chairperson of theBoard for any sale ofProduct which, in consideration of theCompany’s long-term interests, theGeneral Manager determines that it is necessary either:

(A) to sellProducts outside of thePRC at a price lower than the price at which thoseProducts would sell within the PRC; or

(B) to sell toProducts inside thePRC at a price lower than the price at which thoseProducts would sell outside of thePRC.

Through such consultations, theGeneral Manager and the Chairperson of theBoard shall achieve a mutual understanding on the appropriate course of action which should be taken in such circumstance.

21

Execution Version

9.2 Payment Terms

All credit terms for and letters of credit from customers of theCompany shall be approved by theCFO, and all cash payments or payments by account transfer from customers shall be made directly to theCompany at the place and in the manner designated by theCFO. On a regular basis, theCFO shall report on the aforementioned matters to theGeneral Manager.

9.3 Branch Offices

TheCompany may, as it deems necessary and after approval by theBoard, establish branch organizations within thePRC to promote and sell theProducts, and to provide information and advice to customers of theCompany with respect to the uses and applications of theProducts. TheParties agree that theCompany shall not establish any branch organization outside of thePRC that will conflict with those rights and obligations of the parties to theExport Distribution Agreement under that agreement.

9.4 Trademarks, Name and Trademark License

9.4.1 TheParties agree thatParty B, pursuant to and in accordance with the terms and conditions set forth in theTrademark License Agreement, will license to theCompanythe right to use certain trademarks.

9.4.2 The trademarks used on theProducts and the “Koppers” company name used by theCompany shall be used in accordance with the terms and conditions specified in theTrademark License Agreement. In addition, subject to the approval of theBoard, theCompany may use new trademarks (including applying for registration of new trademarks).

9.4.3. TheCompany shall cease to use in any manner the trademarks and the “Koppers” company name licensed to theCompany upon expiration or termination of theTrademark License Agreement.

9.5 Re-Sale

9.5.1 Unless otherwise agreed by theParties in writing,Party A,Party C, and/or their respectiveAffiliatesmay not re-sell or export any of the followingProducts:Carbon Pitch, carbon black feedstock, and technical napthalene.

9.5.2 To the extent permitted by law, in the case ofProduct purchasers who are located in thePRC, unless otherwise determined by the Company, sales to such purchasers shall be made pursuant to the principle that theCompany expects such purchasers not to re-sell anyProduct which they have purchased. If a purchaser acts contrary to such principle, then theCompany may address such situation in a manner appropriate to such violation and sufficient to protect theCompany’s interests.

22

Execution Version

ARTICLE 10        PURCHASES OF EQUIPMENT AND MATERIALS

10.1        Purchases

After the commencement of its operations, theCompany, inside or outside of thePRC, shall make its purchases of requiredCoal Tar, other raw materials and fuel, parts and components, equipment, means of transportation and articles for office use, according to the terms and conditions of procurement, quality, quantity, pricing, and delivery terms and dates that both are: (i) competitive; and (ii) in the best interests of theCompany.

However, the following contracts shall be submitted to theBoard for examination and approval if such contracts are not within the scope of the budget already approved by theBoard:

(A) raw materials procurement contracts with a purchase price in excess ofRMB 1,000,000; or

(B) other procurement contracts which have purchase prices in excess ofRMB 500,000; or

(C) procurement contracts with a term of more than six (6) months.

10.2        Purchases in the PRC

10.2.1 For items purchased in thePRC, theCompany shall choose the most competitive price subject to the considerations set out in Article 10.1, and theCompany shall pay such price inRMB.

10.2.2 When theCompany needs to make purchases within thePRC, theGeneral Manager shall select the relevant suppliers after convening aGeneral Manager Office Meeting to consider purchases and after reviewing the results of research conducted on thePRC market.

10.2.3 During the procurement process,Party A andParty C (in accordance with Article 6.3) shall assist theCompany in obtaining market information and in procurement activities within thePRC.

10.3    Purchases from Abroad

10.3.1 When theCompany needs to make purchases from outside of thePRC, theGeneral Manager shall select the relevant suppliers after conducting research on the international market, consulting with the otherAppointed Management Personnel, and considering the competitiveness of the relevant prices subject to the considerations set out in Article 10.1.

10.3.2 During the procurement process,Party B shall assist theCompany in obtaining market information and in procurement activities outside of thePRC.

23

Execution Version

ARTICLE 11         THE BOARD OF DIRECTORS

11.1 TheCompany shall have a board of directors (the “Board”). The composition, powers, duties and operational procedures of theBoard and other related matters shall be as stipulated in theArticles of Association.

11.2 TheBoard shall be the highest authority of theCompany. TheBoard shall consist of six (6) directors, three (3) of whom shall be appointed byParty A, two (2) of whom shall be appointed byParty B, and one (1) of whom shall be appointed byParty C. In the event that the ratio of theParties’ respective interests in the registered capital of theCompany changes, the number of directors to be appointed by eachParty shall reflect, as nearly as possible, its respective changed interest in the registered capital of theCompany and shall be in accordance with applicablePRC laws and regulations.

11.3 The power to nominate the Chairperson of theBoard shall belong toParty A.Party B shall have the right to nominate the Vice Chairperson of theBoard. Appointments and dismissals for both of those positions shall be made in accordance with Article 12.6.

11.4 The Chairperson of theBoard shall be the legal representative of theCompany, and shall have the authority conferred upon him/her by relevantPRC laws and regulations and by theBoard. Likewise, the Vice-Chairperson of theBoard shall have the authority conferred upon him/her by relevantPRC laws and regulations and by theBoard.Both the Chairperson and the Vice-Chairperson shall not contractually or otherwise bind theCompany without the prior written authorization of theBoard.

11.5 Both the Chairperson and the Vice-Chairperson shall act in accordance with the provisions of thisContract and of theArticles of Association.

11.6 Whenever the Chairperson of theBoard is unable to perform his/her responsibilities for any reason, he/she shall authorize the Vice-Chairperson of theBoard or another director to act on his/her behalf.

ARTICLE 12         OPERATION AND MANAGEMENT ORGANIZATION

12.1 TheCompany shall adopt a management system which shall have such organizational structure as stipulated in theArticles of Association. The management of theCompany shall exercise powers and duties in accordance with thisContract and with theArticles of Association.

12.2. TheGeneral Manager shall be nominated byParty B, shall be appointed and dismissed by theBoard, and shall report directly to theBoard.Party B shall try its best to select a candidate for theGeneral Manager who understands Chinese enterprise management,

24

Execution Version

market andCoal Tar processing technology. TheGeneral Manager shall be in charge of the day-to-day operations of theCompany, including management of theCompany’s facilities, production and sales operations and activities, and its employees.

12.3 The legal representative of theCompany, or his/her authorized representative which has been designated in accordance with theArticles of Association, shall have the authority to sign contracts on behalf of theCompany.

12.4 TheGeneral Manager shall be assisted by theCFOand the Deputy General Manager Operations, who shall at all times, act in good faith and in the best interests of theCompanyin their respective official capacities. TheCFO shall be nominated byParty A. The Deputy General Manager Operations shall be nominated byParty C. TheParties shall nominate recruit the best qualified and experienced candidates for the above positions. It is anticipated that in the future, the candidates forAppointed Management Personnelwho are appointed by theBoard of Directorscould come from theCompany staffs, if they are suitable for such positions, provided that the same nomination and appointment procedures shall be followed. According to the operation needs of theCompany, theGeneral Manager, after consultation with the Chairperson, may recommend to theBoardchange to theCompany’s management structure, including setting up the position of the Deputy General Manager Sales.

12.5 All the management personnel except for theAppointed Management Personnel shall be appointed and dismissed by theGeneral Manager.

12.6 TheBoard shall appoint and dismiss those nominees for the Chairperson of theBoard, the Vice-Chairperson of theBoard and theAppointed Management Personnelthat, under the Joint Venture Contract and theseArticles of Association, aParty has a right to nominate. EachParty agrees to cause its directors on theBoard to assent to a resolution to unanimously confirm such appointment or dismissal.

ARTICLE 13         LABOR MANAGEMENT

13.1 Labor Plans

Subject to Article 6.5, the system and plans regarding the recruitment, employment, dismissal, resignation, wages, labor protection, welfare benefits, and labor discipline of the staff and workers of theCompany (collectively, the “HR Policy”) shall be formulated by theGeneral Manager in accordance with relevantPRC laws and regulations and the labor contracts entered into by theCompany, for review and approval by theBoard.

25

Execution Version

13.2        Estimated Work Force

13.2.1 To meet the initial production capacity of theCompany, theCompany, initially, probably will have a total work force of between eighty (80) to one hundred twenty (120) individuals under contract to theCompany (including foreign expatriate personnel).

13.2.2 TheGeneral Manager shall, based on the annual capital and operating budgets approved by theBoard, decide any increase or decrease in the number of employees needed for the efficient operation of theCompany. Such process of increase or decrease shall be implemented in accordance with thisContract, theArticles of Association, and relevantPRC laws and regulations.

13.3        Recruiting and Hiring

13.3.1 TheCompany shall recruit its personnel in an independent and open manner; but, theCompany shall give priority to those staff and workers from each of theParties that meet theCompany’s recruiting conditions and requirements.

13.3.2 All candidates for employment with theCompany, excluding only those which are appointed and dismissed by theBoard under Article 12, shall have their qualifications reviewed by theGeneral Manager. Those candidates who, in the opinion of theGeneral Manager, have the best qualifications shall be employed pursuant to theLabor Contract.

13.3.3 All of theCompany’s management personnel (excluding theGeneral Manager), staff, and workers shall carry out their jobs under the leadership of theGeneral Manager.

13.3.4 All employees, including theAppointed Management Personnel, shall act in the best interests of theCompany and shall be responsible and report to their supervisors as established in thisContract and in theArticles of Association.

13.4        Labor Contracts

13.4.1 Provisions relating to the employment, dismissal, resignation, remuneration, welfare benefits, rewards, discipline, punishments and labor insurance of the staff and workers of theCompany shall be specified in labor contracts to be entered into by and between theCompany and each individual staff member and worker of theCompany.

13.4.2 After each labor contract is signed, it shall be filed with the relevant local labor bureau for the record.

13.5        Wages and Other Compensation of Personnel

13.5.1 The compensation of theCompany’s personnel, including annual increases and bonuses, shall be decided by theGeneral Manager. Such decisions by theGeneral Managershall be based upon each personnel’s ability and skills and shall be in accordance with theHR Policy.

26

Execution Version

13.5.2 The compensation paid by theCompany with respect to its personnel, inclusive of basic wages, bonuses, health and medical care subsidies, housing subsidies, labor insurance, disability insurance, retirement and pension insurance and related payments, educational levies, unemployment levies, trade union fees and all other subsidies, allowances and levies paid to or on behalf of such employees shall be in accordance withPRC regulations. Any annual increases to that compensation shall be decided by theGeneral Manager, in accordance with theHR Policy.

13.5.3 To the extent necessary, and as approved by theBoard, suitable housing may be provided as part of the compensation paid by theCompany to its expatriate personnel.

13.6        Disciplinary Action

13.6.1 TheGeneral Manager shall have the right to take disciplinary action against theCompany’s staff and workers (excluding theAppointed Management Personnel) pursuant to theHR Policyand in accordance with the terms of the relevant labor contract and applicablePRC laws and regulations.

13.6.2 Company staff and workers (excluding theAppointed Management Personnel) who commit serious offenses, who prove to be incompetent or unsuited for the work to be performed by them, or who are redundant, may be dismissed by theGeneral Manager in accordance with theHR Policy.

13.6.3 With the exception of theAppointed Management Personnel who may be dismissed only by theBoard in accordance with theArticles of Association, theGeneral Manager has the right to dismiss management personnel, staff, and/or workers of theCompany; provided that, such dismissals are conducted in accordance with theHR Policy.

13.6.4 Dismissal of any staff member or worker of theCompany shall be reported to the relevant local labor bureau for the record.

13.7        Trade Union

The employees of theCompany shall have the right to establish a trade union organization in accordance with relevantPRC laws and regulations.

27

Execution Version

ARTICLE 14         PREFERENTIAL STATUS OF THE COMPANY

14.1         General

TheCompanyshall apply to obtain for theCompany the benefits of the most favorable applicable tax exemptions, reductions, investment incentive, privileges and preferences that are now or may in the future become obtainable underPRC law or under any treaties or international agreements to which thePRC is or may become a party. TheParties shall assist theCompany to obtain such benefits.

14.2         Technologically-Advanced Enterprise Status

TheParties acknowledge that the receipt by theCompany of “Technologically-Advanced Enterprise” status during theCompany Term is an important factor to the formation and success of the joint venture project represented by thisContract. Accordingly, after theCompany commences its operations, with the assistance of allParties, theCompany shall apply promptly to the relevant government authority for confirmation as a “Technologically-Advanced Enterprise”.

14.3         Foreign Exchange Status

It is advantageous to theCompany for it to be issued a Foreign Investment Enterprise Foreign Exchange Registration Certificate, to be able to receive foreign exchange and maintain foreign exchange bank accounts, and to have access to sufficient foreign exchange to perform its foreign exchange obligations through designated foreign exchange banks or other legal means.

14.4         Preferential Treatment

TheCompany and theParties, individually and jointly, when necessary and possible, shall assist theCompany to obtain the most preferential treatment that can be obtained for theCompany pursuant to the laws and regulations of thePRC.

ARTICLE 15         TAXES, FINANCE, AUDIT AND DISTRIBUTION OF PROFIT

15.1         Company Taxes

TheCompany shall pay taxes in accordance with the stipulations of relevantPRC laws and regulations taking into consideration the various preferential tax treatments given by thePRC to joint venture companies. TheCompany shall use its best endeavours to obtain the maximum preferential tax and customs duty treatment permitted by the relevant regulations. In the event that new laws or regulations permit more favorable taxation for joint ventures at a later date, theCompany shall be entitled to apply for the benefit of the relevant new law or regulation.

28

Execution Version

15.2         Individual Income Tax

TheCompany shall withhold individual income taxes according to theIndividual Income Tax Law of the PRCor other laws and regulations of thePRC, as applicable.

15.3         Accounting and Financial System

15.3.1 The Chief Financial Officer of theCompany (the “CFO”) shall be responsible for the day-to-day financial management of theCompany. Among his/her duties, theCFO shall organize the compilation of financial statements and shall oversee the maintenance of theCompany’s accounting books and financial records.

(A) TheCFO shall be nominated byParty A.

(B) Party A shall nominate the best-qualified and experienced candidate for the position ofCFO.

(C) TheCFO shall report, in the first instance, to theGeneral Manager and shall be ultimately accountable to theBoard.

15.3.2 TheCompany shall adopt the internationally-practiced accrual basis of accounting and the debit and credit method for book-keeping, and shall prepare complete, accurate and appropriate financial and accounting books and records in accordance with theEnterprise Accounting Systemand other relevant financial principles, taking into accountParty B’s financial accounting system and needs.

15.3.3 Within such period after the end of each month and fiscal year of theCompany as determined by theBoard, theCFO shall prepare financial statements of theCompany for theParties and theBoard, including a balance sheet, profit and loss statement, and cash flow statement, for that month or fiscal year (as the case may be) in accordance withPRC generally-accepted accounting principles (“PRC GAAP”). The condition for consolidating theCompany’s financial statements intoParty A’s is thatParty Ashall hold more than 50% of the equity interest in the registered capital of theCompany; ifParty A holds less than 50% of the equity interest in the registered capital of theCompany, the consolidation of theCompany’s financial statements shall be carried out pursuant to provisions of then effective laws, regulations and regulatory documentations.

Immediately upon the preparation of those reports, theCFO shall provide to each of theParties and theBoard copies of the said financial statements, and other reports which aParty and/or theBoard has requested. In addition, theCFO shall provide toParty B a monthly financial report which has adjusted the figures obtained underPRC GAAP to reflect what they would be under each of the following, provided thatParty B shall provide necessary assistance and training:

(A) USA generally-accepted accounting principles (“US GAAP”); and

29

Execution Version

(B) generally-accepted accounting principles in the Commonwealth of Australia, which, currently, are the International Financial Reporting Standards (“IFRS”).

15.3.4 TheRMB shall be used as the unit of account by theCompany in its financial accounting.

(A) Financial statements prepared in accordance withUS GAAP pursuant to Article 15.3.3 shall be prepared inRMB.

(B) Cash, bank deposits, foreign currency loans as well as creditors’ rights, debts, income and expenses, and other relevant financial data, which are denominated in currencies different from the unit of account shall be recorded in the currency of actual receipt and payment.

(C) Treatment of exchange gains and losses arising from exchange rate differences shall accord with the accounting treatment for foreign currency transactions announced by the relevant government authority in thePRC.

15.3.5 The accounting system and procedures to be adopted by theCompany shall be prepared by theCFO, reviewed and considered by theGeneral Manager, and then submitted to theBoard for approval. Once approved by theBoard, the accounting system and procedures, if required under relevantPRC laws and regulations, shall be filed with the relevantPRC central and/or local government authorities.

15.3.6 The fiscal year of theCompany shall begin on January 1 and end on December 31 of each year. The first fiscal year of theCompany shall begin on the day theCompany obtains its business license and end on December 31 of the same year.

15.3.7 All financial statements and reports of theCompany shall be made and kept in both the Chinese and the English languages.

15.3.8 Copies of financial statements and reports shall be provided in a timely fashion to eachParty and theBoard. If requested by aParty, accounting records, vouchers and books shall be made available by theCompany in a timely fashion to thatPartyfor review, provided that theParty receiving the financial information shall maintain secrecy of the information.

15.3.9 All important financial and accounting records and statements and payments shall require the approval and signature of theCFO; provided, however, that payments exceedingRMB 500,000 shall require the approval and signature of both theGeneral Manager and theCFO.

15.3.10 Tax returns for theCompany shall be prepared in accordance with the applicable laws and regulations of thePRC under the supervision of theCFO and, when required under relevantPRC laws and regulations, shall be approved and signed by theGeneral Manager.

30

Execution Version

15.3.11 At the end of each fiscal year, theCFO shall prepare such information as shall be necessary for the preparation of any tax returns and statements as may be required by the laws of the Republic of Mauritius, the Commonwealth of Australia, and theUSA. This shall include furnishingParty B with certified copies of government receipts for income taxes paid within thePRC.

15.3.12 TheCompany shall also provide reasonable information that may be required for the audit of any tax return by authorities of the Republic of Mauritius, the Commonwealth of Australia, or theUSA.

15.4 Bank Accounts

15.4.1 After the business license (copy) has been issued to theCompany, theCompany shall have theCFO separately open foreign exchange account(s) andRMB account(s) in banks authorized to acceptRMB and foreign exchange deposits in thePRC from a Sino-foreign joint venture.

15.4.2 If it deems it necessary, theCompany may also have theCFO, pursuant to the operational needs of theCompanyand in accordance with relevantPRC regulations, open foreign exchange accounts with financial institutions outside of thePRC.

15.5 Auditing

15.5.1 TheBoard shall engage an independent auditor, registered and reputable in thePRC, which is capable of performing accounting work meetingPRCaccounting standards for foreign investment enterprises. Such auditor shall examine and verify the accounts and accounting systems of theCompany. The results of that auditor’s examination shall be reported to theBoard with a copy to theGeneral Manager. TheCompany shall submit to theParties and to each director the audited annual accounts within such period after the end of the fiscal year as determined by theBoard, together with the audit report of the independent auditor.

15.5.2 If it deems it necessary, anyParty may engage an auditor at its own expense from thePRC or another country to audit the accounts and accounting systems of theCompany.

15.5.3 TheCompany shall permit auditors appointed under Articles 15.5.1 or 15.5.2 to have access to the books and records of theCompany and will provide the necessary office space and facilities to enable an audit to be carried out effectively. Such auditors shall keep confidential all documents which they audit.

15.6 Contributions to the Three Funds

15.6.1 TheCompany shall set aside a certain amount of money from itsAfter-Tax Profits each year for the Reserve Fund, the Enterprise Development Fund and the Bonus and Welfare Fund for Staff and Workers (the “Funds”) in accordance with relevantPRC laws and regulations. The amount to be set aside annually for theFunds shall be discussed and decided by theBoard according to the business situation of theCompany.

31

Execution Version

15.6.2 When the cumulative aggregate of the funds in the Reserve Fund and Enterprise Development Fund equals fifty percent (50%) of the registered capital of theCompany, theCompany need not make further allocations to these two funds.

15.6.3 Within the limits of the law and regulations of thePRC, all money placed in theFunds shall be placed by theCompany with internationally-recognized banks or financial institutions in thePRC or abroad (if possible under relevantPRC laws and regulations), providing the best-obtainable terms of remuneration for suchFunds, as approved by theBoard.

15.7 Distribution of Profits

15.7.1 Unless theBoard decides that no distribution of theCompany’sAfter-tax Profits shall occur in a given year, at least eighty percent (80%) of theDistributable Profits shall be distributed to theParties annually following the date of issuance of theCompany’s business license, provided that theCompany’s ability to repay bank loans shall not be impaired. The undistributed portion of theDistributable Profits shall not be distributed before theDistributable Profits of theCompany accumulate to Forty MillionRMB (RMB 40,000,000); after the undistributed portion of theDistributable Profits exceeds Forty MillionRMB (RMB 40,000,000), then that exceeded portion shall be distributed. TheBoard shall distribute theAfter-Tax Profits, in accordance with theArticles of Association and relevantPRC law.

15.7.2 Profits shall be distributed to theParties in accordance with the ratio of their capital contributions as set out in Article 5.2 and shall be accounted inRMB.Profits payable by theCompany toParty B shall be paid in accordance with Article 16.1.3.

15.7.3 Profitsmay be undistributed to theParties and, instead, may be withheld for reinvestment in new projects, as determined by theBoard, subject to the provisions in theArticles of Association that relate to the non-distribution of profits.

ARTICLE 16        FOREIGN EXCHANGE

16.1 Foreign Exchange Requirements of the Company

16.1.1 All foreign exchange transactions of theCompany shall be handled in accordance with relevantPRC laws and regulations.

16.1.2 Subject to relevantPRC national regulations, the foreign currency receipts of theCompany (such as foreign exchange capital invested and foreign currency loans) must be freely transferable into thePRC without any restriction and shall be deposited in the foreign currency account(s) of theCompany.

32

Execution Version

16.1.3 All payments by theCompany toParty B shall be made in any of the following currencies,US$, Euro, Pound, Japanese Yen or Australian Dollar, provided that such type of foreign currency is readily available at the bank where theCompany conducts the majority of its foreign currency business.Party B will have the right to remit outside of thePRC all payments made to it by theCompany, including amounts paid to it upon dissolution of theCompany. All banking charges in connection with such remittance shall be borne byParty B.

16.2 Applicable Foreign Exchange Rate

The foreign exchange rate applicable to the conversion ofRMB to foreign currency or vice-versa shall be the buy or sell rate (as applicable) for such foreign currency that is announced by the People’s Bank of China on the date on which the relevant transaction occurs, unless theCompany has employed a form of forward exchange transaction in compliance withPRC law andCompany policy.

ARTICLE 17         INSURANCE AND COMPLIANCE

17.1 General

17.1.1 Various types of insurance cover for theCompany shall be purchased by theCompany from insurance companies permitted byPRC law to provide insurance coverage to Sino-foreign joint ventures or shall be otherwise arranged.

17.1.2 Recommendations concerning theCompany’s program for insurance cover shall be provided by theGeneral Manager to theBoard.

17.1.3 The final decision about theCompany’s program for insurance cover shall lie with theBoard and shall be implemented by theGeneral Manager. All items of theCompany’s insurance coverage shall be taken out from insurance companies established in thePRC.

17.2 Quality, Safety, Environmental Protection, and Conduct

17.2.1 TheParties hereby agree that they will use their best efforts to ensure that theCompany’s policies and practices relating to the quality and safety of theProducts and to environmental protection shall meet the standards under applicable laws of thePRC.

17.2.2 TheParties further agree that theCompany shall adopt and operate in accordance with its own Code of Ethics and Conduct, which shall be formulated with reference to the Koppers Code of Ethics and Conduct and shall take into account theCompany’s actual operational situation and circumstances. TheCompany’s Code of Ethics and Conduct may be modified from time to time.

33

Execution Version

ARTICLE 18        REPRESENTATIONS AND WARRANTIES OF THE PARTIES

18.1 Representations and Warranties of Party A

Party A hereby represents and warrants toParty C and toParty B as follows:

18.1.1 Party A is a joint stock limited company whose shares are listed and traded on the Shanghai Stock Exchange in thePRC, is duly organized and validly existing as a legal person under the laws of thePRC.

18.1.2 Party A has full legal right, power and authority to execute and deliver thisContract and all of the contracts and documents referred to in thisContract to whichParty A is a party and to observe and perform its obligations hereunder and thereunder.

18.1.3 Party A has obtained or will obtain according to legal procedure (or, in relation to itsAffiliate(s), ensured the obtaining of) all consents, approvals and authorizations necessary for the valid execution and delivery of thisContract and all of the contracts and documents referred to in thisContract to whichParty A or itsAffiliate(s) is a party and to observe and perform its obligations hereunder and thereunder; provided however, that thisContract is subject to the approval of theApproval Authority before it becomes effective.

18.1.4 Pursuant to and in according with the terms and conditions set forth in theFactory Land Use Rights Contribution Contract, Party A has the granted State-owned Land Use Rights free and clear from any encumbrances in theFactory Site (a “Contributed Asset”) as set forth in theFactory Land Use Rights Contribution Contract and theCompany shall have the granted State-owned Land Use Right free and clear from any encumbrances upon contribution of theContributed Asset to the Company.

18.2 Representations and Warranties of Party B

Party B hereby represents and warrants toParty A and toParty C as follows:

18.2.1 Party B is a company incorporated and existing under the laws of the Republic of Mauritius.

18.2.2 Party B has full legal right, power and authority to execute and deliver thisContract and all of the contracts and documents referred to in thisContract to whichParty B is a party and to observe and perform its obligations hereunder and thereunder.

18.2.3 Party B has taken all appropriate and necessary corporate action to authorize the execution and delivery of thisContract and all of the contracts and documents referred to in thisContract to whichParty B is a party and to authorize the performance and observance of the terms and conditions of thisContract and those contracts and documents.

34

Execution Version

18.2.4 Party B has obtained all consents, approvals and authorizations necessary for the valid execution and delivery of thisContract and all of the contracts and documents referred to in thisContract to whichParty B is a party, and to observe and perform its obligations hereunder and thereunder; provided, however, that thisContract is subject to the approval of theApproval Authority before it becomes effective.

18.2.5 Party B has obtained proper authorisation to license the right to use the know-how and technology described in Article 5.3.2 and Appendix C, on the terms described in Appendix C.

18.3 Representations and Warranties of Party C

Party C hereby represents and warrants toParty A and toParty B as follows:

18.3.1 Party C is a wholly state-owned limited liability company which is duly organized and validly exists as a legal person under the laws of thePRC.

18.3.2 Party C has full legal right, power and authority to execute and deliver thisContract and all of the contracts and documents referred to in thisContract to whichParty A is a party and to observe and perform its obligations hereunder and thereunder.

18.3.3 Party C has taken all appropriate and necessary corporate action to authorize the execution and delivery of thisContract and all of the contracts and documents referred to in thisContract to whichParty C is a party and to authorize the performance and observance of the terms and conditions of thisContract and those contracts and documents.

18.3.4 Party C has obtained all consents, approvals and authorizations necessary for the valid execution and delivery of thisContract and all of the contracts and documents referred to in thisContract to whichParty C is a party and to observe and perform its obligations hereunder and thereunder; provided however, that thisContract is subject to the approval of theApproval Authority before it becomes effective.

ARTICLE 19         FURTHER COOPERATION

19.1 Subject to Articles 19.2 and 19.3, and to the extent permitted byPRC laws and regulations, none of theParties nor any of theirAffiliates shall (either directly or indirectly) during the term of thisContract establish or participate, as investors, co-venturers, technology licensors, technology licensees or otherwise, directly or indirectly, in a business which processesCoal Tarto produce theProducts in Hebei Province in thePRC or in any provinces which surround Hebei Province (e.g., as of the date on which theParties executed thisContract, those surrounding provinces are the following: Liaoning, Shandong, Henan, Shanxi, and Inner Mongolia); provided that, all such products are within the actual business scope of theCompany (as approved by and registered with the relevantPRC authorities) at that time.

35

Execution Version

19.2 If aParty or itsAffiliate, during the term of thisContract, decides to establish or participate, as an investor, co-venturer, technology licensor, technology licensee or otherwise, directly or indirectly, in the business described in Article 19.1 (a“Similar Business”) in the locations specified in Article 19.1, then the otherParties shall have the right to invest in and own an equity interest in the registered capital of thatEntity which conducts thatSimilar Business subject to the following provisions:

TheParty proposing to establish or participate in aSimilar Business (the “Initiating Party”) shall provide written notice to the otherParties of its desire to establish or participate in suchSimilar Business, which notice shall provide a summary of the proposed scope of theSimilar Business and a statement regarding the scope of equity participation available to the otherParties and other terms and conditions associated with such opportunity (“Participation Terms”).

The otherParties shall notify theInterested Party within ten (10) days (“Notice Period”) of delivery of the aforementioned notice if it/they desire to participate in theSimilar Business and its/their proposal to theParticipation Terms (if any) (“Interested Parties”) set forth above. TheInitiating Party and theInterested Partiesshall further discuss and try to agree to, in good faith, theParticipation Terms afterInterested Parties deliver the notice with in twenty (20) days (“Agreement Period”) on the terms set forth above. If the otherParties fail to so notify theInitiating Party within theNotice Period that either or both of them desire to participate in theSimilar Business, or theInitiating Party and theInterested Parties fail to reach agreement on theParticipation Term during theAgreement Period, then theParty orPartiesfailing to give such notice or theInterested Parties (as the case may be) shall be deemed to have waived its/their right to participate in theSimilar Business.

AParty’s right to obtain an equity interest in theSimilar Business shall at all times be subject to thatParty’s reasonable cooperation in the formation and maintenance of theSimilar Business as would be appropriate for an equity holder and its performance of its financial and other obligations relating to theSimilar Business.

19.3 TheParties acknowledge thatParty B and anAffiliate ofParty C already have established a joint venture company,Koppers China. It is recognized by theParties that the establishment ofKoppers ChinabyParty B andParty C’sAffiliate does not violate the provisions of Articles 19.1 and 19.2; provided, however, thatKoppers China shall be subject to the provisions of Article 19.1 and Article 19.2, except that it shall have the right to continue production and operation activities pursuant to its current scope of business withCoal Tar processing capacity of no more than 210,000 MT.

36

Execution Version

19.4 The Company has the right of first refusal in the further processing of theProducts manufactured by theCompany. If theCompany decides not to proceed with the further processing ofProductsmanufactured by the Company, thenParty A or itsAffiliate has the priority right both to establish anEntity (the “Processing Entity”) to engage in further processing ofProductsmanufactured by the Company and to have the percentage of its equity interest in the registered capital of thatProcessing Entity be no less than the percentage of equity interest whichParty A holds in the registered capital of theCompany,provided that in priority to third parties,Party Ashall give each ofParty B andParty C the right of first option to invest and/or participate in theProcessing Entity. Subject to the above conditions, theProcessing Entity has the priority right to acquire from theCompany theProducts at a price not higher than the market price then prevailing.

19.5 On an annual basis, all management personnel and directors of theCompany shall disclose to theBoard, in writing, the following information:

19.5.1 whether she/he directly or indirectly, is investing in or finances a project or entity that competes with the operations or products of theCompany;

19.5.2 whether any of his/her relatives directly or indirectly, is investing in or finances a project or entity that competes with the operations or products of theCompany;

19.5.3 whether she/he is a director, advisor, consultant or management personnel to a project or entity that competes with the operations or products of theCompany;

19.5.4 whether any of his/her relatives is a director, advisor, consultant or management personnel to a project or entity that competes with the operations or products of theCompany;

19.6 If there is any change to the information which a director or a management personnel of theCompany provides pursuant Article 19.5, such director or personnel immediately shall notify theBoard, in writing, of any such change.

19.7 Unless otherwise unanimously agreed by all the members of theBoardthat such a removal shall not occur, a director or management personnel of theCompany immediately shall be removed from his/her position on theBoard and terminated from his/her position in theCompany (as applicable), if:

(A) s/he fails to fully comply with the reporting requirements under Articles 19.5 and 19.6;

(B) s/he holds five percent (5%) or more of the equity interest, share capital, issued shares, or any other forms of ownership, control, or voting interests in a project or entity that competes with the operations or products of theCompany;

37

Execution Version

(C) on a consolidated basis, s/he, along with his/her relatives, holds five percent (5%) or more of the equity interest, share capital, shares, or any other forms of ownership, control, or voting interests in a project or entity that competes with the operations or products of theCompany;

(D) s/he is a director, advisor, consultant or management personnel to a project or entity that competes with the operations or products of theCompany;

(E) his/her relatives is a director, advisor, consultant or management personnel to a project or entity that competes with the operations or products of theCompany.

19.8 Recognizing that those directors on theBoard who are appointed by theParties might also be employees ofAffiliates of thatParty, theParties understand and agree that Article 19.7 shall not apply to those directors of theCompany who are also employees, officers, or directors ofParties’ Affiliates, except that it shall apply to such directors who are employees or management personnel of aParty’s Affiliatewhich conductsCoal Tar processing in thePRC.

19.9 If an employee, officer, or director of theCompany shall be removed pursuant to Article 19.7, then theBoard, theGeneral Manager, or anyParty which, under thisContract, has the right to nominate such director and/or management personnel, immediately shall do all that is required under thisContract and theArticles of Association to remove immediately such director or management personnel from all posts which s/he holds in theCompany.

ARTICLE 20        CONFIDENTIALITY

20.1 EachParty shall maintain the secrecy and confidentiality of, and not disclose to any third party or person, any proprietary, secret or confidential data and information relating to theCompany, its business operations, its financial affairs or theProducts, or belonging to any of the otherParties, or disclosed to aParty by the otherParties at any time during or for the purpose of negotiation or implementation of thisContractand/or aMajor Contract, or the establishment or operation of theCompany (collectively, the “Confidential Information”). For the avoidance of doubt,Confidential Information shall include, without limitation, any know-how, technology, and technical documentation that is provided byParty B pursuant to theKnow-how and Technology Usage Right Agreement. EachParty agrees that anyConfidential Information shall be used by eachParty exclusively and solely for the furtherance of the business operations of theCompany, and for no other purpose.

20.2 The obligations of secrecy and non-disclosure and the restrictions of use contained in this Article 20 do not apply toConfidential Information which the receivingParty can demonstrate:

20.2.1 is available to the public at the time it is disclosed or thereafter becomes available to the public (otherwise than by disclosure by the receivingParty);

38

Execution Version

20.2.2 is known to the receivingParty at the time of disclosure;

20.2.3 properly comes into the possession of the receivingParty from an independent source not bound by a confidentiality obligation; or

20.2.4 is required to be disclosed by operation of law, any government or regulatory authority, or stock exchange.

TheParties agree that if theParty receiving theConfidential Information intends to provide any of it to any stock exchange, then it must notify theParty which has provided it with that information, before it discloses anyConfidential Information to a stock exchange.

20.3 EachParty agrees to abide by these obligations of confidentiality during the term of thisContract, or for so long as theCompany continues to exist, and for a period of five (5) years thereafter.

20.4 TheCompany shall cause its personnel, and theParties shall cause their directors, staff and other employees, and those of theirAffiliates with access toConfidential Information (the “Party Personnel”), to be bound by and comply with the obligations set out in Article 20. To this effect, an undertaking of secrecy and non-use, in form and substance satisfactory to all of theParties, shall be included in all labor or service contracts signed byCompany personnel or by relevantParty Personnel. IfParty Personnel breach this undertaking, the relevantParty shall be jointly liable with theParty Personnel.

ARTICLE 21        DURATION OF THE JOINT VENTURE

21.1 Term of the Company and this Contract; Survival

21.1.1 The duration of theCompany (the “Company Term”) shall be forty (40) years, starting from the date on which the business license of theCompany is issued by the relevant administration of industry and commerce. TheCompany Term may be extended pursuant to Article 21.2.

21.1.2 The effective term of thisContract shall begin when it is executed by theParties and approved by theApproval Authority, and shall end when theCompany Term ends, or upon dissolution of theCompany.

21.1.3 Articles 7.1.2, 20, 21, 22, 23.2, 23.3, 24, 26.1, 27, 28, 29.4, 29.5, 29.6, and 29.7 shall survive the termination of thisContract.

39

Execution Version

21.2 Extension of the Company Term

21.2.1 At least two (2) years prior to the expiration of theCompany Term, theParties shall hold consultations to discuss the extension of theCompany Term. If theParties agree to extend theCompany Term, an application for such extension shall be submitted for approval pursuant to requirements under relevantPRC laws and regulations and not less than six (6) months prior to the expiration of theCompany Term. Any extension of that term as approved shall be registered in accordance with relevantPRC laws and regulations.

21.2.2 Dissolution of theCompany upon early termination or at expiration of theCompany Term shall be subject to the provisions of Articles 22, 23, 24, and 25.

ARTICLE 22         EARLY TERMINATION AND DISSOLUTION

22.1 Events of Early Termination

ThisContract may be terminated early and theCompany may be dissolved, upon the occurrence of any of the following events:

22.1.1 theCompany has incurred heavy losses for five (5) consecutive years, and is unable to continue operations (for purposes of this Article the term “heavy losses” shall mean that the accumulated losses of theCompany have reached fifty percent (50%) or more of the value of the net assets of theCompany);

22.1.2 theCompany is unable to continue operations due to the occurrence of anExcusing Event, except as otherwise provided in Article 25;

22.1.3 there is a material change to the main scope of business of theCompany as provided in thisContract, unless otherwise agreed by thePartiesin writing.

22.1.4 theCompany is unable to realize its purpose as set forth in thisContract, and has no development prospects;

22.1.5 anyParty is bankrupt, or is in bankruptcy proceeding or in similar proceedings (excluding proceedings for the purpose of restructuring or merger);

22.1.6 theParties unanimously agree to early dissolution of theCompany;

22.1.7 expiration or termination of aMajor Contract (except for the Trademark License Agreement, Services And Utilities AgreementandLabor Contract), prior to the expiration of theCompany Term (as extended) (not applicable to the circumstance where the termination of aMajor Contract is caused byKoppers transferring all of its equity interest in the registered capital of theCompany to any third party that is not anAffiliate ofKoppers);

40

Execution Version

22.1.8 theParties do not reach agreement on the adjustments to eachParty’s economic benefits as provided under Article 26.3 within ninety (90) days of the request by aParty for such adjustments, and aParty gives the otherParties notice that it wishes theParties to consider early termination.

22.2 Early Dissolution on Event of Early Termination

22.2.1 Upon the occurrence of any of the events enumerated in Article 22.1, aParty may request that aBoard meeting be convened to discuss the early dissolution of theCompany. The Chairperson of theBoard shall convene such meeting within thirty (30) days of the receipt of aParty’s request for the meeting. The directors appointed by the otherParties shall be obliged to attend such meeting.

22.2.2 At suchBoard meeting eachParty shall discuss, and use its best efforts to achieve, a solution acceptable to theParties, which solution may include the purchase by oneParty of the equity interest of the otherParties in theCompany. If theParties are unable to achieve a mutually acceptable solution at suchBoard meeting, theBoard shall adopt any one of the following solutions:

(A) dissolution of theCompany pursuant to a unanimous resolution of theBoard and automatic termination of theMajor Contracts;

(B) purchase by theParty orParties that object(s) to theCompany’s dissolution, or by its/their designee, of the equity interest of thePartythat is in favor of theCompany’s dissolution, such equity interest shall be valued at fair market value adopting internationally recognized valuation method to be reasonably agreed by theParties.

22.3 Liquidation on Early Dissolution

Upon the early dissolution of theCompany pursuant to Articles 22.1 and 22.2 or the expiration of theCompany Term, theBoard shall appoint aLiquidation Committee as provided under theArticles of Association to carry out liquidation of theCompany in accordance with relevantPRC law and the provisions of theArticles of Association.

22.4 Nationalization or Expropriation

IfParty B’s interest in theCompany is nationalized or expropriated or the assets or a material part of the assets of theCompany have been taken over by a government entity,Party B shall have the right to terminate unilaterally thisContract without penalty. UponParty B’s exercise of such right, if permitted by law, theBoard immediately shall proceed to dissolve theCompany in accordance with thisContract and theArticles of Association, andParty B may seek equitable compensation in accordance withPRC law, including relevant international treaties to which thePRC is a party, and in accordance with international practice.

41

Execution Version

ARTICLE 23         BREACH, PENALTIES FOR BREACH, AND LIQUIDATION DUE TO BREACH

23.1 Breach

23.1.1 If aParty fails to perform any of its obligations under thisContract or if aParty’s representation or warranty under thisContract is materially untrue or inaccurate, suchParty shall be deemed to have breached thisContract. In such event, each performingParty (“Performing Party”) shall notify theParty in breach (“Breaching Party”), in writing, that thisContract has been breached and that the breach should be remedied within sixty (60) days of the date of such notice.

23.1.2 If the breach has not been remedied by the end of the sixty (60)-day period provided for in Article 23.1.1 and such breach constitutes a material breach, then aPerforming Party may:

(A) seek to resolve the breach in accordance with Article 27.1.2; or

(B) in writing, notify theApproval Authority that thisContract has been breached (and constitutes a material breach) by theBreaching Party and, following such notification, if aPerforming Party so requests in writing to the otherParties, theCompany shall be dissolved as provided in Article 24, and thisContract shall be terminated.

23.1.3 For the avoidance of doubt, the following principles shall apply to breaches of thisContract:

(A) aPerforming Party may claim such breach as a dispute and then pursue to seek remedy of it in accordance with Article 27;

(B) in cases where theParty which sustains damage, loss, or injury as a result of the breach is theCompany, aPerforming Party may seek remedy for such breach on theCompany’s behalf;

(C) Article 23.1 shall operate with such amendments as fit the circumstances.

23.2 Damages in Case of Breach

23.2.1 In the event of a breach of thisContract, theBreaching Party shall be liable to thePerforming Party for direct damages (but not indirect damages, including but not limited to damages for loss of profits or benefits if theContract had been properly

42

Execution Version

performed) incurred as a result of suchBreaching Party’s breach of thisContract, provided that, notwithstanding any provision to the contrary, such damages shall not exceed the aggregate of the value of theBreaching Party’s interest in theCompany and the unpaid capital contribution (if any) of theBreaching Party, and thePerforming Party/Parties acknowledge(s) that theBreaching Party shall have full rights over any capital contributions made by it and theBreaching Party shall not be treated as having abandoned its interests in theContract or as having withdrawn from theCompany.

23.2.2 Except as provided in Article 23.2.1, the rights provided for in Article 23.1 shall be in addition to any other remedies available to thePerforming Party. Termination of thisContract in the exercise of such rights shall not relieve anyParty from any obligations accrued to the date of such termination or, subject to the above, relieve theBreaching Party from liability for damages to thePerforming Party/Parties for breach of thisContract.

23.2.3 Waiver by aParty of one or more defaults by aBreaching Party shall not deprive suchPerforming Party of a right to terminate thisContract that arises by reason of any subsequent default.

23.3 Liquidation due to Breach

23.3.1 Upon notice of the dissolution to theApproval Authority, aLiquidation Committee shall be established in accordance with relevantPRC laws and regulations. Where such laws and regulations provide no guidance or requirement, then, in the case where a notice of dissolution of theCompany has been given to theApproval Authority and no response has been obtained from theApproval Authority two (2) months after such notification, then thePerforming Party/Parties shall request an independent auditor to appoint aLiquidation Committee to evaluate the assets and liabilities of theCompany and the reasonableness of the claim for damages, if any, suffered by thePerforming Party/Parties. TheLiquidation Committee shall carry out liquidation in accordance with the law, Article 23.3 and Article 24.2, and theArticles of Association.

23.3.2 Either thePerforming Party/Parties or theBreaching Party may institute arbitration proceedings in accordance with Article 27 should it/they dispute the determination of theLiquidation Committee.

23.4 Penalties for Late Contribution of Capital in Cash

Should aParty not contribute any cash portion of its capital contribution in a timely manner in accordance with the timetable set forth in Article 5.4, suchParty shall pay the otherParty/ies who have make their registered capital contributions in a timely manner a penalty for default at the rate of one percent (1%) per month on the overdue amount, calculated on the number of days the amount is overdue; provided that, the penalty is payable only when the amount is one (1) month or more overdue and only with respect to that period after such one (1)-month period.

43

Execution Version

ARTICLE 24         CONSEQUENCES OF TERMINATION AND DISSOLUTION

24.1 Termination of Major Contracts

Upon early termination of thisContract and commencement of the dissolution of theCompany, aParty may terminate and shall be under no obligation to renew any of theMajor Contracts to which it is a party, unless otherwise provided in theMajor Contracts.

24.2 Appointment of the Liquidation Committee

24.2.1 TheLiquidation Committee shall be composed of three (3) members. If theLiquidation Committee is appointed pursuant to Article 22.3, eachParty shall appoint one member. If theLiquidation Committee is appointed pursuant to Article 23.3, all members shall be appointed by an independent auditor.

24.2.2 TheLiquidation Committee shall appoint a chairperson and vice-chairperson (who shall be appointees of differentParties if theLiquidation Committee is appointed pursuant to Article 22.3).

24.2.3 Members of theLiquidation Committee may be directors or senior employees of theCompany or other qualified persons.

24.3 Principles of Operation of the Liquidation Committee

24.3.1 TheLiquidation Committee, whether appointed pursuant to Article 22.3 or Article 23.3, shall conduct an overall inventory of theCompany’s property, creditors’ rights and liabilities, prepare a balance sheet and property inventory, put forward the basis on whichCompany property is to be evaluated and computed, and apply the assets of theCompany to satisfy theCompany’s liabilities. The assets of theCompany may be distributed to theParties in accordance with the ratio of their capital contributions; provided, however, that any property to be distributed to theBreaching Party may be used to pay for the damages sustained by thePerforming Party/Parties.

24.3.2 Damages payable toParty B, andParty B’s share of any distribution, shall be paid in foreign currency which can be converted in thePRC.

24.3.3 TheParties may elect to receive their respective share of any distribution of assets in kind, including machinery and equipment.

24.3.4 TheLiquidation Committee shall determine the value of all the assets of theCompany on a fair-market-value basis.

44

Execution Version

24.4 Offer to Acquire

24.4.1 Notwithstanding the provisions of Articles 22.3, 23.3, 24.2, and 24.3, if the Company could be dissolved early for one of the reasons set out in Article 22.1 or if the Performing Party has requested in writing pursuant to Article 23.1 that the Company be dissolved, a Party (the “Offeror”) may, before the appointment of a Liquidation Committee, make an irrevocable offer to purchase the other Parties’ interest (the “Offer”) in the following terms to the other Parties (the“Offeree”). The Offer shall be made by the delivery of a written notice to the other Parties, and shall specify a purchase price. Offeree may elect either to:

(A) sell its whole interest in theCompany toOfferor; or

(B) purchase the whole interest of theOfferor in theCompany at an equivalent pro-rata price.

24.4.2 Offeree shall giveOfferor written notice of its election within thirty (30) days of receiving theOffer, and shall be deemed to have elected to sell its interest if it fails to give such notice. All necessary steps in connection with the transfer of any interest, and payment for it, shall be completed as soon as possible, subject to the review of theApproval Authority. If more than oneOffer is made, suchOffers shall be handled in accordance with the principle “first in time, first in right”.

ARTICLE 25        EXCUSING EVENTS

25.1 General

25.1.1 An “Excusing Event” shall mean any event which was unforeseeable at the time thisContract was signed, the occurrence and consequences of which cannot be avoided or overcome, and which arises after theEffective Date and prevents total or partial performance by anyPartyor the Companyof any of its commitments under thisContract.

25.1.2 Excusing Events shall include:

(A) earthquakes, typhoons, flood, or other acts of nature;

(B) fire, explosion;

(C) civil disturbances, strikes, riots, war, terrorist action:

(D) failures of international or domestic transportation;

45

Execution Version

(E) acts of government or public agencies or mandatory requirements of laws and regulations;

(F) epidemics for which government authorities in thePRC have taken significant measures to address;

(G) other unforeseen events beyond aParty’s reasonable control.

25.2 Excuse and Notification

25.2.1 When anExcusing Event occurs, the preventedParty (the “Prevented Party”) shall notify the otherParties without delay, and within fifteen (15) days thereafter provide to the otherParties detailed information and evidence of the occurrence and duration of such event, explaining the reasons for its inability to execute, or for its delay in the execution of, all or part of thisContract.

25.2.2 ThePrevented Party shall use all reasonable endeavors to terminate theExcusing Event, and, within the shortest reasonable time, attempt to resume performance of the obligations delayed or prevented by theExcusing Event.

25.2.3 When notified that anExcusing Event has occurred, theParties immediately shall consult with each other in order to find an equitable solution, and shall use all reasonable endeavors to minimize or remove the consequences of suchExcusing Event.

25.2.4 If, because of the occurrence of anExcusing Event, aParty’s obligation under thisContract is affected by such an event, and thatParty is unable to fully perform that obligation, then such obligation shall be suspended during the period of delay caused by theExcusing Event and shall be automatically extended, without penalty, for a period equal to such suspension.

25.2.5 If anExcusing Event occurs, noParty shall be responsible for any damage, increased costs or loss which the otherParties may sustain by reason of such a failure or delay of performance by thePrevented Party, and such failure or delay shall not be deemed a breach of thisContract.

25.3 Prolonged Excusing Event

Should anExcusing Event or the effects of anExcusing Event prevent one or more of theParties from performing part or all of its or their obligations hereunder for a period of one hundred and twenty (120) days or more, then theParties shall, through consultations, decide whether to terminate thisContract or to exempt the implementation of part of the obligations of thisContract or whether to delay the execution of thisContract according to the effects of theExcusing Event on the performance of thisContract.

46

Execution Version

ARTICLE 26        APPLICABLE LAW

26.1 Applicable Law

ThisContract shall be performed in accordance with its terms. The conclusion, validity, interpretation and implementation of thisContract shall be governed by the laws of thePRC.

26.2 Favorable Changes

In the event that, during the term of thisContract, any relevant authority in thePRC adopts any law, decree, rule, regulation or policy, or a treatment is extended to another joint venture company or investor in a similar business in thePRC which is more favorable than the laws, decrees, rules, regulations, policies or a treatment previously applicable to theCompany or anyParty (including reducing or eliminating filing, reporting, registration or approval requirements), then theCompany or theParty, as the case may be, shall be entitled to receive, or apply (if application is necessary) to the appropriate governmental agency or authority to receive the benefit of such law, decree, regulation, rule, policy or more favorable treatment.

26.3 Adverse Changes

If an adverse material change occurs to the economic benefits of anyParty hereunder after the effective date of thisContract due to the promulgation of new laws, decrees, rules and regulations or any amendment or new interpretation of any existing laws, decrees, rules and regulations made by the government of thePRC or any of its administrative subdivisions, theParties shall consult promptly with each other and use their best endeavours to implement any adjustments necessary to maintain eachParty’s economic benefits derived from thisContract.

ARTICLE 27        SETTLEMENT OF DISPUTES

27.1 Choice of Arbitration

27.1.1 TheParties shall strive to settle any dispute, controversy or claim arising from the interpretation or performance of, or in connection with, thisContract through friendly consultations.

27.1.2 In case no settlement can be reached through friendly consultations among theParties within sixty (60) days of the submission of such matter by oneParty to the otherParties, then such matter shall be submitted to the China International Economic and Trade Arbitration Commission (“CIETAC”) in Beijing for its resolution in accordance with the then-prevailingCIETAC rules.

27.1.3 The arbitration proceedings shall be conducted in Chinese and English and shall take place in Beijing.

47

Execution Version

27.1.4 The arbitration panel shall consist of three (3) arbitrators, with eachParty selecting one (1) arbitrator each.

27.1.5 The arbitral award shall be final and binding upon theParties and shall be enforceable in accordance with its terms. EachParty shall be responsible for its own costs and expenses of arbitration, including its attorney fees and expenses.

27.1.6 The award may be enforced by filing for confirmation and enforcement to a court having jurisdiction. TheParties agree that, if it becomes necessary for aParty to enforce an arbitral award by legal action of any kind, theParty against which such enforcement action is taken shall pay all reasonable costs and expenses and attorneys’ fees, including but not limited to any cost of additional litigation or arbitration incurred by theParty seeking to enforce the award, unless the relevant court or arbitral tribunal rules otherwise.

27.2 Continued Performance

During the period when a dispute is being resolved, theParties shall, with the exception of the disputed provisions, in all other respects continue their implementation of thisContract.

ARTICLE 28         LANGUAGE

28.1 Versions

ThisContract shall be written in a Chinese version and in an English version in nine (9) originals each. Both language versions shall be equally authentic.

28.2 Discrepancy

In the event of any discrepancy between the Chinese and English language versions of thisContract, the panel of arbitrators selected pursuant to Article 27 shall determine which version most accurately records theParties’ intention.

28.3 Originals

The parties shall execute nine (9) originals each of the English and Chinese versions of thisContract. EachParty shall keep one (1) original of each language version of thisContract. Four (4) originals of each language version shall be submitted to theApproval Authority.

48

Execution Version

ARTICLE 29         EFFECTIVENESS OF THE CONTRACT, AMENDMENT, AND MISCELLANEOUS PROVISIONS

29.1 Entire Contract

The Appendices referred to in thisContract and attached to it are an integral part of thisContract. The Appendices are as follows:

Appendix A Articles of Association

Appendix B Know-how and Technology Usage Right Agreement

Appendix C Factory Land Use Rights Contribution Contract

ThisContract with its Schedule and Appendices constitutes the entire contract between and among theParties with respect to the subject matter of this joint venture and supersedes all previous oral and written agreements, contracts, understandings and communications of theParties in respect of the subject matter of thisContract. Headings are for ease of reference only and shall have no legal effect.

29.2 Approval Authority

29.2.1 ThisContract with its Schedule and Appendices shall be submitted for approval to theApproval Authority and shall come into force on the date on which theApproval Authority issues its approval document (the “Effective Date”). Immediately upon receipt of the approval document,Party A shall notify the otherParties and provide them with a copy. The same shall apply to receipt of the approval certificate.

29.2.2 If:

(A) theCompany has not been issued a business license by June 30, 2007; or

(B) theApproval Authority requires theParties to amend thisContract in a manner that is unacceptable, or imposes conditions that are unacceptable, to oneParty or bothParties,

then anyParty may terminate thisContract by written notice to the otherParties, and upon receipt of such notice thisContract shall be void and of no force and effect.

29.3 Amendment

Any amendment of thisContract, including Appendices shall only be valid if made in writing and signed by theParties. If approval by theApproval Authority is required for such amendment underPRC laws and regulations, then such amendment shall be submitted to theApproval Authority for approval.

49

Execution Version

29.4 Severability

29.4.1 The invalidity of any provision of thisContract shall not affect the validity of any other provision of thisContract.

29.4.2 If a provision in thisContract is determined as invalid under applicablePRC laws and regulations, theParties shall discuss and agree whether a replacement for or revision of such provision should be made. Any revision or replacement of that provision shall be made in accordance with Article 29.3.

29.5 Waiver

AParty’s failure to exercise any right, power or privilege under thisContract shall not operate as a waiver of it, and any single or partial exercise of any right, power or privilege shall not preclude its further exercise or the exercise of any other right, power or privilege. No waiver by aParty shall be valid unless it is made in writing and specifying the breach or circumstances the subject of the waiver and such waiver shall only apply to such breach or circumstances and not to any other breach or circumstances.

29.6 Notices

29.6.1 All notices between theParties shall be written in Chinese and in English and may be delivered either by messenger, registered airmail or fax. The following addresses shall be used:

Address of Party A:	Kailuan Clean Coal Company Limited
	East Building, No. 70 Xinhuadong Road
	Tangshan
	Hebei Province
	PRC
	Attention:	General Manager
	Fax:	(86) 315 3026 727

Address of Party B:	Koppers Mauritius
	4th Floor
	Les Cascades Building
	Edith Cavell Street
	Port Louis
	Mauritius
	Attention:	Director
	Fax:	(61) 2 9900 6122

50

Execution Version

With a copy to:	Koppers Australia
	Level 10,
	15 Blue St
	North Sydney
	NSW 2060
	Australia
	Attention:	Managing Director
	Fax:	(61) 2 9900 6122

Address of Party C:	Tangshan Iron & Steel Co., Ltd.
	No. 9 Binhelu
	Tangshan
	Hebei Province
	PRC
	Attention:	General Manager
	Fax:	(86) 315 2702 449

29.6.2 Notices (and copies, in the case ofParty B) shall be deemed delivered on the following dates:

(A) by messenger, on the date of delivery;

(B) by registered airmail, on the date of receipt;

(C) by fax, on the first working day after the date of sending.

29.6.3 During the term of thisContract, eachParty shall have the right to change its address for receiving notices at any time, provided that the otherParties are given notice of such change pursuant to Article 29.6.

29.7 Public Communications

Unless as otherwise required by applicable laws and regulations or requirements of the respective stock exchanges, noParty shall make any declarations, announcements, or disclosures to the public with respect to thisContract, the relationship between and among theParties or the business of theCompany without first obtaining the written consent of the otherParties.

29.8 Signing Place and Date

ThisContract is signed in Tangshan, Hebei Province, PRC by the duly authorized representatives ofParty A,Party B, andParty C on this 9th day of December 2006.

51

Execution Version

KAILUAN CLEAN COAL COMPANY LIMITED

By:
Name:	Pei Hua
Title:	Chairman of Board of Directors
Nationality:	PRC

KOPPERS MAURITIUS

By:
Name:	Ernest S. Bryon
Title:	Director
Nationality:	Australia

TANGSHAN IRON & STEEL CO., LTD.

By:
Name:	Wang Zilin
Title:	General Manager
Nationality:	PRC

52

Execution Version

LIST OF APPENDICES

APPENDIX A	Articles of Association
APPENDIX B	Know-how and Technology Usage Right Agreement
APPENDIX C	Factory Land Use Rights Contribution Contract

Joint Venture ContractEx 10-45 China JV Agreement

53

Execution Version

APPENDIX A

Articles of Association

54

Execution Version

APPENDIX B

Know-how and Technology Usage Right Agreement

55

Execution Version

APPENDIX C

Factory Land Use Rights Contribution Contract

56