Koppers (KOP) 10-Q 2012 Q3 Quarterly report

Exhibit 2.1

EXECUTION VERSION

JOINT VENTURE CONTRACT

FOR THE ESTABLISHMENT OF

KOPPERS (JIANGSU) CARBON CHEMICAL COMPANY LIMITED

KOPPERS INTERNATIONAL B.V.

YIZHOU GROUP COMPANY LIMITED

September 10, 2012

EXECUTION VERSION

TABLE OF CONTENTS

ARTICLE 1	GENERAL PROVISIONS	1
ARTICLE 2	PARTIES TO THE JOINT VENTURE	4
ARTICLE 3	ESTABLISHMENT OF THE JOINT VENTURE COMPANY	5
ARTICLE 4	PURPOSE, SCOPE OF BUSINESS AND SCALE OF PRODUCTION	6
ARTICLE 5	TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL	6
ARTICLE 6	RESPONSIBILITIES OF EACH PARTY TO THE JOINT VENTURE	12
ARTICLE 7	TECHNOLOGY LICENSE AND SERVICES AGREEMENT	15
ARTICLE 8	SERVICES	15
ARTICLE 9	MARKETING, SALES OF PRODUCTS	16
ARTICLE 10	PURCHASES OF EQUIPMENT AND MATERIALS	16
ARTICLE 11	THE BOARD OF DIRECTORS	17
ARTICLE 12	MANAGEMENT ORGANIZATION	19
ARTICLE 13	THE BOARD OF SUPERVISORS	19
ARTICLE 14	LABOR MANAGEMENT	20
ARTICLE 15	PREFERENTIAL STATUS OF THE COMPANY	20
ARTICLE 16	TAXES, FINANCE, AUDIT AND DISTRIBUTION OF PROFIT	21
ARTICLE 17	FOREIGN EXCHANGE	24
ARTICLE 18	INSURANCE AND COMPLIANCE	25
ARTICLE 19	REPRESENTATIONS AND WARRANTIES OF THE PARTIES	25
ARTICLE 20	NON-COMPETE	26
ARTICLE 21	CONFIDENTIALITY	27
ARTICLE 22	DURATION OF THE JOINT VENTURE	28
ARTICLE 23	EARLY TERMINATION AND DISSOLUTION	29
ARTICLE 24	BREACH AND PENALTIES FOR BREACH	30
ARTICLE 25	CONSEQUENCES OF TERMINATION AND DISSOLUTION	31
ARTICLE 26	EXCUSING EVENTS	32

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ARTICLE 27	APPLICABLE LAW	33
ARTICLE 28	SETTLEMENT OF DISPUTES	34
ARTICLE 29	LANGUAGE	34
ARTICLE 30	EFFECTIVENESS OF THE CONTRACT, AMENDMENT, AND MISCELLANEOUS PROVISIONS	35
LIST OF APPENDICES		39

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JOINT VENTURE CONTRACT

ARTICLE 1 GENERAL PROVISIONS

1.1 Introduction

In accordance with theLaw of the People’s Republic of China on Sino-foreign Equity Joint Ventures(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”),Koppers International B.V. and Yizhou Group Company Limited, 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 Pizhou City, Jiangsu 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 thePRC state holds controlling interest merely because the equity interest in both them is controlled by thePRC state.

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 ManagerandCFO.

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 Associationmeans the articles of association of theCompanyas set out in Appendix A.

1.2.7 Boardhas that meaning as set forth in Article 11.1.

1.2.8 Board Meeting Notice has that meaning as set forth in Article 11.8.2.

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

1.2.10 CFOmeans the chief financial officer of theCompany, as described in Article 16.3.1.

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

1.2.12 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 30 to 140 degrees centigrade (30-140 ºC).

1.2.13 Commercial Production Datemeans the date on which the aggregate production capacity ofParty B Coking Facilitiesreaches not less than 130,000 metric tons ofCoal Tar per year as a result ofParty B Phase II Coking Facilities commencing commercial production.

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 22.1.1.

1.2.16 Confidential Informationhas that meaning as set forth in Article 21.1.

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

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 ownership (whether direct or indirect) of more than fifty percent (50%) of a legal person’s orEntity’s voting stock, or the power to designate 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 Distributable Profits has the meaning as set forth inPRC GAAP.

1.2.20 Effective Date has that meaning as set forth in Article 30.2.1.

1.2.21 Equity Interest means aParty’s equity interest in theCompany.

1.2.22 Excusing Eventhas that meaning as set forth in Article 26.1.1.

1.2.23 Factory Sitemeans the site of the factory which totals 300mu.

1.2.24 Fundshas that meaning as set forth in Article 16.6.1.

1.2.25 General Managermeans 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.

1.2.26 Land Grant Contract means the state-owned land grant contract, the terms of which are substantially consistent with Appendix B, to be entered into between the Pizhou People’s Government and theCompany in accordance with which the Pizhou People’s Government grants to theCompany state-owned land use rights to theFactory Site.

1.2.27 Major Contracts means the following contracts which are executed in connection with thisContract: theLand Grant Contract,Technology License and Services Agreement,Trademark License Agreement,Tar Supply Agreement andSteam and Coke Oven Gas Agreement.

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1.2.28 Offer, Offeree andOfferor have those meanings in Article 25.4.1.

1.2.29 Opposition Notice has that meaning as set forth in Article 11.8.3.

1.2.30 Party means eitherParty A orParty B andParties meansParty A and,Party B collectively.

1.2.31 Party B Coking Facilities means (1) the current coking facilities in Linyi, Shandong Province owned by Yizhou Energy Company Limited, a wholly owned subsidiary ofParty B; (2) the current coking facilities in Pizhou, Jiangsu Province also owned by Yizhou Energy Company Limited; and (3) Party B Phase II Coking Facilities.

1.2.32 Party B Phase II Coking Facilities means the second coking facilities project to be built by Yizhou Energy Company Limited in the chemical industry cluster area within the Pizhou Economic Development Zone on the land adjacent to the current coking facilities owned by Yizhou Energy Company Limited in Pizhou, Jiangsu Province, the annual production capacity of which will be 1,300,000 tons.

1.2.33 Party Personnel has that meaning in Article 21.4.

1.2.34 PRC means the People’s Republic of China.

1.2.35 PRC GAAP has that meaning as set forth in Article 16.3.3.

1.2.36 Products has that meaning in Article 4.2.1.

1.2.37 Profit has that meaning inPRC GAAP.

1.2.38 RMB means Renminbi, the lawful currency of thePRC.

1.2.39 SAFE means thePRC State Administration of Foreign Exchange, including its authorised local branches and agents, as applicable.

1.2.40 Steam and Coke Oven Gas Agreement means the agreement which sets forth the terms and conditions for the supply of steam and coke oven gas to theCompany byParty B or itsAffiliate, as set out in Appendix F.

1.2.41 Tar Supply Agreement means the agreement which set forth the terms and conditions for the supply by Yizhou Energy Company Limited ofCoal Tar to theCompany, as set out in Appendix E.

1.2.42 Technology License and Services Agreement means the agreement which sets forth the terms and conditions under whichParty A or itsAffiliatemakes available to theCompany proprietary know-how and technology and technical services, as set out in Appendix C.

1.2.43 Trademark License Agreement means the Trade Name and Trademark License Agreement which sets forth the terms and conditions under whichParty A or itsAffiliatelicenses trademark(s) to theCompany, as set out in Appendix D.

1.2.44 Transferhas that meaning as set forth in Article 5.8.2(2).

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1.2.45 Transfer Notice has that meaning in Article 5.8.2(2).

1.2.46 Transferring Party has that meaning in Article 5.8.2(2).

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

1.2.48 USAmeans the United States of America.

1.2.49 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 expected to provide assistance regarding matters that are not within their natural areas of expertise or experience; and (b) aParty shall not be liable for any such assistance that does not achieve the desired result.

ARTICLE 2 PARTIES TO THE JOINT VENTURE

2.1 Parties

TheParties to thisContract are:

2.1.1 Koppers International B.V. (“Party A”), a limited liability company incorporated and existing under the laws of the Kingdom of the Netherlands with its legal address at Molenlaan 30, 1422ZA Uithoorn, Amsterdam, the Kingdom of the Netherlands. The legal representative ofParty A is:

Name:	Leroy Ball
Position:	Director
Nationality:	USA

AND

2.1.2 Yizhou Group Company Limited(“Party B”),a limited liability company incorporated and existing under the laws of thePRCwith its legal address at Linyi City, Shandong Province. The legal representative ofParty B is:

Name:	Zhang Jianqun
Position:	Chairman of the Board of Directors
Nationality:	PRC

2.2 Power to Enter into this Contract

EachParty represents and warrants that:

2.2.1 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;

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2.2.2 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 “考伯斯（江苏）炭素化工有限公司” in Chinese and “Koppers (Jiangsu) Carbon Chemical Company Limited” in English. The name of theCompany shall be subject to the verification of theAIC.

3.2.2 The legal address of theCompany shall be in Pizhou City, Jiangsu 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.

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.

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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 that is capable of manufacturingCoal 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.

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”);

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 metric tons of anhydrousCoal Tar.

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.

4.4 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 beRMB500,000,000, of whichRMB 175,000,000 shall be the registered capital of theCompany.

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

5.2.1 The registered capital of theCompany shall beRMB175,000,000, of whichParty A shall contribute theUS$ equivalent ofRMB131,250,000, accounting for a 75%Equity Interest in theCompany; and of whichParty B shall contributeRMB43,750,000, accounting for a 25%Equity Interest in theCompany.

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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 AIC. 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 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 forms as may be agreed by theParties.

5.3 Contributions of the Parties

TheParties shall provide the following as their contributions to the registered capital of the Company:

5.3.1 Party Ashall contribute theUS$ equivalent ofRMB131,250,000 in cash; and

5.3.2 Party B shall contributeRMB43,750,000 in cash.

5.4 Timing of Capital Contributions

Following approval of thisContract by theApproval Authority and the issuance of theCompany’s business license by theAIC, eachParty shall make its contributions to the registered capital of theCompany 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 have been waived by theParties.

5.4.1 Party A shall contribute:

(1) anUS$ amount equivalent toRMB63,000,000 no later than one (1) month from the date of issuance of theCompany’s business license;

(2) anUS$amount equivalent toRMB42,000,000, at such times as needed by theCompany, as requested by theGeneral Manager 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;

(3) anUS$ amount equivalent toRMB26,250,000, if 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).

5.4.2 Party B shall contribute:

(1) RMB21,000,000 no later than one (1) month from the date of issuance of the Company’s business license;

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(2) RMB14,000,000 at such times as needed by theCompany, as requested by theGeneral Manager 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;

(3) RMB8,750,000 if 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).

5.4.3 TheParties shall make their capital contributions simultaneously and in proportion to their respectiveEquity Interest, which shall be in line and synchronized with the schedule of the project construction of theCompany as agreed by theParties. TheParties shall not be obligated to make any capital contributions ahead of the time schedule provided hereunder.

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:

(1) this Contract;

(2) the Articles of Association; and

(3) theMajor Contracts;

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, and for it to execute theMajor Contracts, and eachParty has then notified the otherParty, in writing, of such completion;

5.5.3 thisContract and theArticles of Association have been approved by theApproval Authority and no revisions have been required to be made that are not accepted by the Parties;

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:

(1) an official reply and a certificate of approval from theApproval Authority;

(2) a business license from the relevant AIC;

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(3) an Organization Code Certificate; and

(4) a Foreign Investment Enterprise Foreign Exchange Registration Certificate obtained from SAFE;

5.5.5 all registrations and filings have been made with the relevantPRC authorities, including the template of the labor contract which sets forth the terms and conditions for employees of theCompany and has been filed at the relevant Labor and Social Security Bureau.

If any of the conditions specified in Articles 5.5.1 to 5.5.5 has not been satisfied and theParties have not waived such condition in writing within the earlier of (a) three (3) months after theCompany’s business license is issued, and (b) five (5) months after thisContract is signed by theParties, or within any extended period of time as theParties may agree in writing, then eitherParty shall have the right to terminate thisContract by written notice to the otherParty.

5.6 Additional Financing

5.6.1 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 to such borrowing, then they shall provide or arrange for that security to be provided in proportion to their respective percentages ofEquity Interest in theCompany 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).

5.7 Adjustment of Registered Capital

5.7.1 During theCompany Term, theParties may increase or decrease theCompany’s registered capital in accordance with theArticles of Association and the relevant PRC laws and regulations, and with the approval of theApproval Authority(if required). In the event the total amount of investment of theCompany shall be less than anticipated as set forth in Article 5.1, then the registered capital of theCompany may be adjusted accordingly.

5.7.2 If theBoard passes a resolution approving an increase in theCompany’s registered capital, theParties shall make additional contributions to theCompany’s registered capital in proportion to their respective percentages ofEquity Interest. If a Party fails to make such additional capital contribution, the other Party has the right (but not the obligation) to make such additional capital contribution itself, and the Parties’ respective percentages of Equity Interest shall then be adjusted proportionately.

5.8 Transfer of Equity Interest

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5.8.1 Transfer ofEquity Interest concerningParty B Coking Facilities

(1) Party B’sEquity Interest in theCompany shall be increased to 35% by acquiring fromParty A 10%Equity Interest in theCompanyat an amount equal to 10% of the total registered capital already contributed by theParties as of the date of the equity transfer (if theCommercial Production Date, as defined in Article 1.2.13, occurs on or before June 30, 2014) or at its fair market value (if theCommercial Production Date occurs after June 30, 2014) as of the date of the equity transfer. TheParties shall cause their respective representatives at theBoard to adopt unanimous resolutions approving such equity transfers and shall take all other necessary actions to effect such equity transfers as soon as possible.

(2) If, at any time during theCompany Term, there will be any change inControl over any or all of theParty B Coking Facilities,Party B shall cause the party (or parties) that will haveControl over theParty B Coking Facilities to agree in writing to be bound by all the provisions of theTar Supply Agreement. Under such circumstances,Party A (or a third party designated byParty A) shall have the right (but not the obligation) to acquire a portion (as determined byParty A) or all ofParty B’sEquity Interest in theCompany at its fair market value. If Party A decides to exercise such right, theParties shall cause their respective representatives at theBoard to adopt unanimous resolutions approving such equity transfer and shall take all other necessary actions to effect such equity transfer as soon as possible.

(3) For the purpose of this Article 5.8.1, fair market value shall be the value that would be determined in an arm’s length transaction using a valuation method that is appropriate in the circumstances or by an independent third party appraiser to be jointly selected by theParties.

5.8.2 Transfer to a third party other than anAffiliate

(1) Subject to the provisions of Articles 5.8.1 and 5.8.2(2) to 5.8.2(5), aParty may transfer itsEquity Interest to a third party other than anAffiliate at any time after three (3) years have elapsed since the date of theCompany’s establishment (as stated on its business license).

(2) When a Party (the “Transferring Party”) wishes to transfer 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 otherParty, 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 otherParty shall have a pre-emptive right to purchase, on the terms and conditions specified in theTransfer Noticethe whole of suchEquity Interest.

(3) The otherParty shall notify theTransferring Party within thirty (30) days of actual delivery of theTransfer Notice (the “Notice Period”)

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whether it will purchase all of theEquity Interest to be transferred. If the otherParty fails to notify theTransferring Party within suchNotice Period that it will purchase suchEquity Interest, then it 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 transfer 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 transfer. TheTransferring Party shall provide the otherParty 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.

(4) IfParty B is theTransferring Party, the transferee shall not be a competitor of theCompany (i.e., the transferee shall not have engaged in production and/or distribution of theProductsas of the time immediately prior to its purchase of theEquity Interest).

(5) IfParty A is theTransferring Party, the transferee shall not be a competitor ofParty B (i.e., the transferee shall not have engaged in production and/or distribution of metallurgical coke as of the time immediately prior to its purchase of theEquity Interest).

5.8.3 Transfer to anAffiliate

(1) EitherParty may freely transfer itsEquity Interest to itsAffiliate and the otherParty hereby agrees to such transfer.

(2) When transferring to anAffiliate, the transferringParty must notify theBoard and the otherParty, 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 appointed to vote in favor of such transfer.

5.8.4 Amendment ofContract

ThoseParties which, following any transfer of equity interest in theCompany pursuant to this Article 5.8, remain as the 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.

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

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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 percentages of capital contributions 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) and adjusted in accordance with Article 5.7; provided that, aParty wishing to exercise such a right is not in breach of its capital contribution obligations set forth in Article 5.4.

5.11 Pledge of Equity Interest

NeitherParty may pledge or otherwise create any encumbrance on itsEquity Interest in theCompany without obtaining the otherParty’s prior written consent.

ARTICLE 6 RESPONSIBILITIES OF EACH PARTY TO THE JOINT VENTURE

6.1 General Principles

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 B shall procure Yizhou Energy Company Limited to enter into theTar Supply Agreementwith the Company, under which theCompany will be provided with all of theCoal Tar produced byParty B, which is estimated to be not less than 83,000 metric tons ofCoal Tar per year prior to theCommercial Production Date and 130,000 metric tons ofCoal Tar per year subsequent to theCommercial Production Date. TheParties shall use their best efforts to assist theCompany to obtain from third parties all otherCoal Tar needed by theCompany. 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 and at the price determined pursuant to the relevant clauses of the Tar Supply Agreement.

6.2.3 Party B shall enter into theSteam and Coke Oven Gas Agreementwith the Company.

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

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

(2) 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.

6.3 Government and Business Relations

6.3.1 TheParties shall handle the establishment of theCompany in thePRC (including submission 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 B shall assist theCompany in dealing withPRC tax matters.

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.

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6.3.8 As requested by theCompany, theParties generally shall assist theCompany in its relations with government authorities andPRC domestic companies.

6.3.9 Party B shall assist theCompany with its knowledge of the Chinese culture and business practices.

6.4 Maintenance of Facilities and Equipment

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

(1) its facilities and equipment;

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

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 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 A 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 A 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 A 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 A 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.

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6.6.2 TheParties, if requested by theGeneral Manager, shall assist 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.

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, regulations and rules of thePRC.

ARTICLE 7 TECHNOLOGY LICENSE AND SERVICES AGREEMENT

7.1 TheParties agree thatParty A will or will procure itsAffiliate to, pursuant to and in accordance with the terms and conditions set forth in theTechnology License and Services Agreement, license proprietary know-how and technology to theCompany.

Article 8 SERVICES

8.1 Supply of Steam and Coke Oven Gas

8.1.1 Party Bshall or shall procure itsAffiliate to supply to theCompany steam and coke oven gas in accordance with the terms and conditions set forth in theSteam and Coke Oven Gas Agreement.

8.1.2 If, due to the expansion of production described in Article 4.3.2, theCompany’s need for steam and coke oven gas exceeds the amounts set out in theSteam and Coke Oven Gas Agreement, andParty Bor itsAffiliateis unable to meet theCompany’s requirements, thenParty Bwill assist theCompany to obtain such supply of additional amounts of steam and coke oven gas as follows:

(1) on a continuous uninterrupted basis;

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

(3) in accordance with the practice in other comparable industrial joint ventures in Jiangsu Province; and

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

8.2 Right of Access

Party B further undertakes that at all relevant times theCompany, its employees, agents, representatives and visitors shall be entitled to have access toParty B’s factory site, subject to the consent ofParty B, which consent will not be unreasonably withheld or delayed. Such access shall in any event be sufficient to allow the

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Company to carry on its normal business, provided thatParty B shall not be unreasonably inconvenienced by such access, and further provided that such access shall at all times be subject to the regular work rules and regulations applicable toParty B’s factory site.

ARTICLE 9 MARKETING, SALES OF PRODUCTS

9.1 Annual Sales Plan and Exports

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:

9.1.1 the market within thePRC for theProducts;

9.1.2 the market outside of thePRC for theProducts;

9.1.3 theCompany’s already-existing contracts and orders;

9.1.4 the production and operational needs of theCompany;

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

9.2 Trademarks, Name and Trademark License

9.2.1 TheParties agree thatParty Awill or will procure its Affiliateto, pursuant to and in accordance with the terms and conditions set forth in theTrademark License Agreement, license to theCompanythe right to use certain trademarks.

9.2.2 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).

ARTICLE 10 PURCHASES OF EQUIPMENT AND MATERIALS

10.1 General Principles

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.

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10.2 Purchases in the PRC

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.

10.3 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 A shall assist theCompany in obtaining market information and in procurement activities outside of thePRC.

ARTICLE 11 THE BOARD OF DIRECTORS

11.1 The Company 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 The Board shall be the highest authority of theCompany. TheBoard shall consist of six (6) directors, four (4) of whom shall be appointed byParty A, and two (2) of whom shall be appointed byParty B. In the event that the percentages of the Parties’ respective equity interest in theCompany changes, the number of directors to be appointed by eachParty shall reflect, as nearly as possible, itsEquity Interest in theCompany after the change and shall be in accordance with the applicablePRC laws and regulations.

11.3 The power to nominate the Chairperson of theBoard shall belong toParty A. The power to nominate the Vice Chairperson of theBoard shall belong toParty B.

11.4 The Chairperson of theBoard shall be the legal representative of theCompany, and shall have the authority conferred upon him/her by the relevantPRC laws and regulations and by theBoard. The Vice-Chairperson of theBoard shall have the authority conferred upon him/her by the 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 convening and presiding over meetings of theBoard for any reason, he/she shall authorize the Vice-Chairperson of theBoard. If the Vice-Chairperson is unable to perform his/her responsibilities for convening and presiding over meetings of theBoard for any reason, the Chairperson shall authorize another director to act on his/her behalf.

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11.7 The adoption of resolutions concerning the following matters shall require the unanimous approval of all the directors who are present in person or by proxy at a duly convened meeting of theBoard:

11.7.1 amendments to theArticles of Association of theCompany;

11.7.2 suspension or dissolution of theCompany;

11.7.3 increase or reduction in the registered capital of theCompany;

11.7.4 merger or division of theCompany; or

11.7.5 provision by theCompany to any third party of guaranty for repayment of loans.

11.8 Board Meetings

11.8.1 Five (5) directors present in person or by proxy shall constitute a quorum for a meeting of theBoard. Any resolution approved by theBoard without a quorum present is invalid. EachParty shall ensure that each of the directors whom it has appointed attends all properly convened meetings of the Board in person or by proxy.

11.8.2 ABoard meeting shall be called by a 20-day prior written notice setting out the proposed agenda and resolutions of that meeting (the “Board Meeting Notice”).

11.8.3 If aParty disagrees that any of the matters on the proposed agenda shall be resolved at that meeting or disagrees with any of the proposed resolutions, thatParty shall within ten (10) days from the date of theBoard Meeting Notice inform the otherParty and theCompany by written notice of its opposition and setting out in sufficient detail the reasons for its opposition (the “Opposition Notice”). For the avoidance of doubt, if aParty does not issue theOpposition Noticewithin such 10-day period, thatParty is deemed to have agreed to the proposed agenda and the Board meeting shall proceed in the manner as set out in theBoard Meeting Notice.

11.8.4 Within ten (10) days from the date of theOpposition Notice, theParties shall discuss in good faith to resolve their differences. If theParties cannot reach an agreement on any of the matters on the proposed agenda or on any of the proposed resolutions set out in theBoard Meeting Notice:

(1) any undisputed matters shall be voted on at the Board meeting to which theBoard Meeting Notice relates; and

(2) any disputed matters shall be removed from the proposed agenda and shall be deferred to and voted on at the followingBoard meeting convened pursuant to Article 11.8.2, provided that theParties shall discuss in good faith the disputed matters in between the twoBoard meetings, endeavour to reach an agreement on the disputed matters as soon as possible, and avoid any negative impact on theCompany’s then and future business operations caused by the postponed voting of the disputed matters.

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11.8.5 If the Parties disagree on any matter (other than a matter set out in theBoard Meeting Notice) during aBoard meeting, such disputed matter shall be deferred to and voted on at the followingBoard meeting convened pursuant to Article 11.8.2, provided that theParties shall discuss in good faith the disputed matter in between the two Boardmeetings, endeavour to reach an agreement on the disputed matter as soon as possible, and avoid any negative impact on theCompany’s then and future business operations caused by the postponed voting of the disputed matter.

11.8.6 Notwithstanding Article 11.8.1, theDirectors present at theBoard meetings referred to in Articles 11.8.3, 11.8.4(1), 11.8.4(2) and 11.8.5 shall be deemed to constitute a quorum.

11.9 The adoption of all resolutions (other than those specified in Article 11.7) shall require the approval of a simple majority of the directors who are present in person or by proxy at a duly convened meeting of theBoard.

11.10 None of theAppointed Management Personnel shall be on theBoard.

ARTICLE 12 MANAGEMENT ORGANIZATION

12.1 TheCompany’s management organization shall be under the leadership of aGeneral Manager, who shall report directly to theBoard. In addition to theGeneral Manager, theCompany shall have aCFO, who shall report directly to theGeneral Manager.

12.2 The General Managershall be nominated byParty A, and shall be appointed by theBoard. TheCFO shall be nominated byParty B. If Party B does not nominate the CFO, theCFO shall be recruited from the market. The CFO shall be appointed by theBoard. EachParty agrees to cause its directors on theBoard to assent to a resolution to unanimously confirm such appointment.

12.3 The powers and authorities of each of theAppointed Management Personnel shall be determined by theBoard.

ARTICLE 13 THE BOARD OF SUPERVISORS

13.1 TheCompanyshall establish a board of supervisors (the “Board of Supervisors”).

13.2 TheBoard of Supervisors shall be composed of three (3) supervisors.Party AandParty B shall each appoint one (1) supervisor. All the employees of theCompany shall have the right to elect one (1) supervisor through the employee representative meeting, employee assembly meeting or other forms of democratic election .

13.3 TheBoard of Supervisors shall have one (1) Chairman, who shall be nominated byParty A and be elected by all supervisors by majority votes (more than half). The Chairman shall convene and preside over the meetings of theBoard of Supervisors. If the Chairman is unable to or does not perform his duties, another supervisor elected

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by the other two (2) supervisors shall convene and preside over meetings of theBoard of Supervisors.

13.4 No director or senior manager may concurrently work as the supervisor.

13.5 TheBoard of Supervisors shall have the functions set out under the relevant PRC laws and regulations.

13.6 The expenses necessary for a supervisor to perform his/her duties, including expenses relating to investigations and the institution of legal proceedings shall be borne by theCompany.

ARTICLE 14 LABOR MANAGEMENT

14.1 Handling of Employment Matters

Matters relating to the recruitment, employment, dismissal, wages and welfare of the employees of theCompany shall be handled in accordance with theLabor Law of the People’s Republic of China and all other relevantPRC laws and regulations.

14.2 Trade Union

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

ARTICLE 15 PREFERENTIAL STATUS OF THE COMPANY

15.1 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.

15.2 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”.

15.3 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

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exchange to perform its foreign exchange obligations through designated foreign exchange banks or other legal means.

15.4 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 16 TAXES, FINANCE, AUDIT AND DISTRIBUTION OF PROFIT

16.1 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.

16.2 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.

16.3 Accounting and Financial System

16.3.1 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.

16.3.2 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 A’s financial accounting system and needs.

16.3.3 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”).

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.

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

(1) 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.

(2) 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.

16.3.5 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.

16.3.6 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.

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

16.3.8 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.

16.3.9 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.

16.3.10 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 under the laws applicable toParty A or any of itsAffiliates. This shall include furnishingParty A with certified copies of government receipts for income taxes paid within thePRC.

16.3.11 TheCompany shall also provide reasonable information that may be required for the audit of any tax return by authorities of the Kingdom of the Netherlands.

16.4 Bank Accounts

16.4.1 After the business license (copy) has been issued to theCompany, theCompany shall have theCFO separately open foreign exchange account(s)

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andRMB account(s) in banks authorized to acceptRMB and foreign exchange deposits in thePRC from a Sino-foreign joint venture.

16.4.2 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.

16.5 Auditing

16.5.1 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.

16.5.2 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.

16.5.3 TheCompany shall permit auditors appointed under Articles 16.5.1 or 16.5.2 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.

16.6 Contributions to the Three Funds

16.6.1 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.

16.6.2 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.

16.6.3 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.

16.7 Distribution of Profits

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16.7.1 Unless theBoard decides otherwise, 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.

16.7.2 Profits shall be distributed to theParties in proportion to their respective percentages of capital contributions to the Company as set out in Article 5.2 and adjusted in accordance with Article 5.7, and shall be accounted inRMB.Profits payable by theCompany toParty A shall be paid in accordance with Article 17.1.3.

16.7.3 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 17 FOREIGN EXCHANGE

17.1 Foreign Exchange Requirements of the Company

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

17.1.2 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.

17.1.3 All payments denominated inRMB and to be paid by theCompany toParty A shall be made in a currency designated byParty A(including without limitation any of the following currencies,US$, Euro, Pound, Japanese Yen, Australian Dollar orRMB) in an amount equivalent to theRMB amount of such payments, provided that the payments are approved by the relevantPRC foreign exchange control authorities (where such an approval is required underPRC law), and that, if the payments will be made in a foreign currency, such type of foreign currency is readily available at the bank where theCompany conducts the majority of its foreign currency business.Party A 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 payment shall be borne byParty A.

17.2 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.

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ARTICLE 18 INSURANCE AND COMPLIANCE

18.1 General

18.1.1 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.

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

18.1.3 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.

18.2 Quality, Safety, Environmental Protection, and Conduct

18.2.1 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.

18.2.2 TheParties further agree that theCompany shall adopt and operate in accordance with the Koppers Code of Ethics and Conduct.

ARTICLE 19 REPRESENTATIONS AND WARRANTIES OF THE PARTIES

19.1 Representations and Warranties of Party A

Party A hereby represents and warrants toParty B as follows:

19.1.1 Party A is a company incorporated and existing under the laws of the Kingdom of the Netherlands.

19.1.2 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.

19.1.3 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.

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19.1.4 Party A has obtained authorisation to license the right to use the know-how and technology in accordance with theTechnology License and Services Agreement.

19.2 Representations and Warranties of Party B

Party B hereby represents and warrants toParty A as follows:

19.2.1 Party B is a limited company duly organized and validly existing as a legal person under the laws of thePRC.

19.2.2 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.

19.2.3 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.

ARTICLE 20 NON-COMPETE

20.1 To the extent permitted byPRC laws and regulations, neitherParty B nor any of itsAffiliates 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 Tar to produce theProducts and/or markets and distributes theProducts within and outside thePRC.

20.2 To the extent permitted byPRC laws and regulations, neitherParty A nor any of itsAffiliates 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 produces and/or distributes metallurgical coke within and outside thePRC.

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

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

20.3.2 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;

20.3.3 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;

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20.3.4 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.

20.4 If there is any change to the information which a director or a management personnel of theCompany provides pursuant Article 20.3, such director or personnel immediately shall notify theBoard, in writing, of any such change.

20.5 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:

20.5.1 s/he fails to fully comply with the reporting requirements under Articles 20.3 and 20.4;

20.5.2 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;

20.5.3 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;

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

20.5.5 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.

20.6 Recognizing that those directors on theBoard who are appointed by theParties might also be employees ofAffiliates of thatParty, theParties understand and agree that Article 20.5 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.

20.7 If an employee, officer, or director of theCompany shall be removed pursuant to Article 20.5, 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 21 CONFIDENTIALITY

21.1 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

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relating to theCompany, its business operations, its financial affairs or theProducts, or belonging to any of the otherParty, or disclosed to aParty by the otherParty 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 A pursuant to theTechnology License and Services 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.

21.2 The obligations of secrecy and non-disclosure and the restrictions of use contained in this Article 21 do not apply toConfidential Information which the receivingParty can demonstrate:

21.2.1 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);

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

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

21.2.4 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.

21.3 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.

21.4 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 21. 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 22 DURATION OF THE JOINT VENTURE

22.1 Term of the Company and this Contract; Survival

22.1.1 The duration of theCompany (the “Company Term”) shall be fifty (50) years, starting from the date on which the business license of theCompany is issued

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by the relevant administration of industry and commerce. TheCompany Term may be extended pursuant to Article 22.2.

22.1.2 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.

22.1.3 Articles 21, 22, 23, 24, 25, 27.1, 28, 29, 30.4, 30.5, 30.6 and 30.7 shall survive the termination of thisContract.

22.2 Extension of the Company Term

22.2.1 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.

22.2.2 Dissolution of theCompany upon early termination or at expiration of theCompany Term shall be subject to the provisions of Articles 23, 24, 25 and 26.

ARTICLE 23 EARLY TERMINATION AND DISSOLUTION

23.1 Events of Early Termination

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

23.1.1 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);

23.1.2 theCompany is unable to continue operations due to the occurrence of anExcusing Event, except as otherwise provided in Article 26;

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

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

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

23.1.6 theParties unanimously agree to early dissolution of theCompany;

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23.1.7 expiration or termination of aMajor Contract(except for the Trademark License Agreement), prior to the expiration of theCompany Term (as extended) (not applicable to the circumstance where the termination of aMajor Contract is caused byParty A transferring all of its Equity Interest in theCompany to any third party that is not anAffiliate ofParty A);

23.1.8 theParties do not reach agreement on the adjustments to eachParty’s economic benefits as provided under Article 27.3 within ninety (90) days of the request by aParty for such adjustments, and aParty gives the otherParty notice that it wishes theParties to consider early termination.

23.2 Early Dissolution of the Company

Upon the occurrence of any of the events enumerated in Article 23.1, unless eitherParty has commenced the acquisition procedures set out in Article 25.2, theBoard shall be deemed to have unanimously adopted a resolution to dissolve theCompany, and theCompany shall forthwith submit an application for dissolution to theApproval Authority. EachParty agrees to take all actions and to sign all documents, and to cause its appointees on theBoard to take all actions and to sign all documents that are legally required to effect termination of thisContract and the dissolution of theCompany.

ARTICLE 24 BREACH AND PENALTIES FOR BREACH

24.1 Breach

24.1.1 If aParty fails to perform any of its material 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.

24.1.2 If the breach has not been remedied within a sixty (60)-day period, then the non-breachingParty may:

(1) seek to resolve the breach in accordance with Article 28.1.2; or

(2) request in writing that thisContract be terminated and theCompany be dissolved. Unless eitherParty has commenced the acquisition procedures set out in Article 25.2, theBoard shall be deemed to have unanimously adopted a resolution to dissolve theCompany, and theCompany shall forthwith submit an application for dissolution to theApproval Authority. EachParty agrees to take all actions and to sign all documents, and to cause its appointees on theBoard to take all actions and to sign all documents that are legally required to effect termination of thisContract and the dissolution of theCompany; and

(3) seek damages from the breachingParty for all losses it has incurred as a result of the breach of thisContract by the breachingParty, provided that, notwithstanding any provision to the contrary, such damages shall not cover any loss of the non-breachingParty that are not foreseeable by the breachingParty when it enters into this

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Contract and shall not exceed the aggregate of the value of the breaching Party’s interest in theCompany and the unpaid capital contribution (if any) of the breachingParty, and the performingParty acknowledges that the breachingParty shall have full rights over any capital contributions made by it and the breachingParty shall not be treated as having abandoned its interests in theContract or as having withdrawn from theCompany.

24.1.3 Waiver by aParty of one or more defaults by a breachingParty shall not deprive the non-breaching Party of a right to terminate thisContract that arises by reason of any subsequent default.

24.2 Penalties for Late Capital Contribution

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 who has made its 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.

ARTICLE 25 CONSEQUENCES OF TERMINATION AND DISSOLUTION

25.1 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.

25.2 Offer to Acquire

25.2.1 Notwithstanding the provisions of Articles 23.2 and 24.1.2(2), aParty (the “Offeror”) may, before the appointment of a liquidation committee, make an irrevocable offer to purchase the otherParty’ Equity Interest (the “Offer”) in the following terms to the otherParty (the “Offeree”). TheOffer shall be made by the delivery of a written notice to the otherParty, and shall specify a purchase price.Offeree may elect either to:

(1) sell its wholeEquity Interest in theCompany toOfferorat the specified purchase price; or

(2) purchase the wholeEquity Interest of theOfferor in theCompany at an equivalent pro-rata price.

25.2.2 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 Equity Interest if it fails to give such notice. All necessary steps in connection with the transfer of any Equity Interest, and payment for it, shall be completed as soon as possible, subject to the review of theApproval Authority.

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25.3 Liquidation

Upon expiration of theCompany Term or approval of an application to dissolve theCompany, or under other circumstances in which thisContract is terminated or theCompany is dissolved, liquidation of theCompany shall be handled in accordance with the relevantPRC laws and regulations.

ARTICLE 26 EXCUSING EVENTS

26.1 General

26.1.1 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.

26.1.2 Excusing Events shall include:

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

(2) fire, explosion;

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

(4) failures of international or domestic transportation;

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

(6) epidemics for which government authorities in thePRC have taken significant measures to address.

26.2 Excuse and Notification

26.2.1 When anExcusing Event occurs, the preventedParty (the “Prevented Party”) shall notify the otherParty without delay, and within fifteen (15) days thereafter provide to the otherParty 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.

26.2.2 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.

26.2.3 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.

26.2.4 If, because of the occurrence of anExcusing Event, aParty’s obligation under thisContract is affected by such an event, and thatParty is unable to

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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.

26.2.5 If anExcusing Event occurs, noParty shall be responsible for any damage, increased costs or loss which the otherParty 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.

26.3 Prolonged Excusing Event

Should anExcusing Event or the effects of anExcusing Event prevent one or both 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.

ARTICLE 27 APPLICABLE LAW

27.1 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.

27.2 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.

27.3 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.

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ARTICLE 28 SETTLEMENT OF DISPUTES

28.1 Choice of Arbitration

28.1.1 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.

28.1.2 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 otherParty, then such matter shall be submitted to the Hong Kong International Arbitration Center (“HKIAC”) in Hong Kong for its resolution in accordance with the then-prevailingHKIAC rules.

28.1.3 The arbitration proceedings shall be conducted in Chinese and English and shall take place in Hong Kong.

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

28.1.5 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.

28.1.6 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.

28.2 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 29 LANGUAGE

29.1 Versions

ThisContract shall be written in a Chinese version and in an English version . Both language versions shall be equally authentic.

29.2 Discrepancy

In the event of any discrepancy between the Chinese and English language versions of thisContract, the panel of arbitrators selected pursuant to Article 28 shall determine which version most accurately records theParties’ intention.

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29.3 Originals

The parties shall execute eight (8) originals of each of the English and Chinese versions of thisContract. EachParty shall keep two (2) originals of each language version of thisContract. Four (4) originals of each language version shall be submitted to theApproval Authority.

ARTICLE 30 EFFECTIVENESS OF THE CONTRACT, AMENDMENT, AND MISCELLANEOUS PROVISIONS

30.1 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	Land Grant Contract
Appendix C	Technology License and Services Agreement
Appendix D	Trademark License Agreement
Appendix E	Tar Supply Agreement
Appendix F	Steam and Coke Oven Gas Agreement

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.

30.2 Approval Authority

ThisContract and theArticles of Association 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 B shall notify the otherParty and provide them with a copy. The same shall apply to receipt of the approval certificate.

30.3 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.

30.4 Severability

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

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30.4.2 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 30.3.

30.5 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.

30.6 Notices

30.6.1 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:

To Party A:
Address:	Suite C3-1702, TEDA MSD, No.79 First Avenue, TEDA, Tianjin 300457, China
Attention:	Zhu Jianzhong
Fax:	+86 22 5986 3789
To Party B:
Address:	Luozhuang District, Linyi City, Shandong Province, China
Attention:	Zhang Jianqun
Fax:	+86 539 892 8888

30.6.2 Notices shall be deemed delivered on the following dates:

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

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

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

30.6.3 During the term of thisContract, eachParty shall have the right to change its address for receiving notices at any time, provided that the other Party are given notice of such change pursuant to Article 30.6.

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30.7 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 other Party.

30.8 Signing Place and Date

ThisContract is signed in Linyi, Shandong Province, PRC by the duly authorized representatives ofParty AandParty B on September 10, 2012.

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YIZHOU GROUP COMPANY LIMITED		KOPPERS INTERNATIONAL B.V.
[company chop]
Signature:	/s/ Zhang Jianqun	Signature:	/s/ Zhu Jianzhong
Name:	Zhang Jianqun	Name:	Zhu Jianzhong
Title:	Chairman of the Board of Directors	Title:	Authorised Representative

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LIST OF APPENDICES

The appendices listed below have been omitted from the copy of this Agreement filed with the Securities and Exchange Commission. The company will furnish supplementally a copy of any omitted appendix to the Commission upon request.

Appendix A    Articles of Association

Appendix B    Land Grant Contract

Appendix C    Technology License and Services Agreement

Appendix D    Trademark License Agreement

Appendix E    Tar Supply Agreement

Appendix F    Steam and Coke Oven Gas Agreement

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