0001213900-20-041339.txt : 20201207 0001213900-20-041339.hdr.sgml : 20201207 20201207162421 ACCESSION NUMBER: 0001213900-20-041339 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20201207 DATE AS OF CHANGE: 20201207 GROUP MEMBERS: FORWATER HOLDINGS LTD GROUP MEMBERS: XIANGQIAN SUI GROUP MEMBERS: YUEBIAO LI GROUP MEMBERS: ZHUO ZHANG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Newater Technology, Inc. CENTRAL INDEX KEY: 0001678022 STANDARD INDUSTRIAL CLASSIFICATION: SANITARY SERVICES [4950] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90297 FILM NUMBER: 201372994 BUSINESS ADDRESS: STREET 1: C/O YANTAI JINZHENG ECO-TECHNOLOGY LTD. STREET 2: 1 RUIDA RD., LAISHAN DISTRICT CITY: YANTAI STATE: F4 ZIP: 264003 BUSINESS PHONE: (86) 0535-6212280 MAIL ADDRESS: STREET 1: C/O YANTAI JINZHENG ECO-TECHNOLOGY LTD. STREET 2: 1 RUIDA RD., LAISHAN DISTRICT CITY: YANTAI STATE: F4 ZIP: 264003 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Tigerwind Group Ltd CENTRAL INDEX KEY: 0001730517 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O NEWATER TECHNOLOGY, INC. STREET 2: 8 LANDE RD, LAISHAN DISTRICT CITY: YANTAI CITY STATE: F4 ZIP: 264000 BUSINESS PHONE: 86 535 6212280 MAIL ADDRESS: STREET 1: C/O NEWATER TECHNOLOGY, INC. STREET 2: 8 LANDE RD, LAISHAN DISTRICT CITY: YANTAI CITY STATE: F4 ZIP: 264000 SC 13D/A 1 ea131038-sc13da2tiger_newat.htm AMENDMENT NO. 2 TO SCHEDULE 13D

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(RULE 13d-1 and Rule 13d-2)

(Amendment No. 2)*

NEWATER TECHNOLOGY, INC.

(Name of Issuer)

Common Share, $0.001 par value

(Title of Class of Securities)

G64335105

(CUSIP Number)

Yuebiao LI

Tigerwind Group Limited

Zhuo ZHANG

Xiangqian SUI

Forwater Holdings Limited

c/o Yantai Jinzheng Eco-Technology Co., Ltd.

1 Ruida Road, Laishan District, Yantai City

Shandong Province 264000

People’s Republic of China

+(86) 13953558666

With a copy to:

James Chang

DLA Piper

20^th Floor, South Tower, Beijing Kerry Center

1 Guanghua Road, Chaoyang District

Beijing 100020, People’s Republic of China

+(86) 10 8520 0600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 2, 2020

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G64335105

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Yuebiao Li
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS): PF, OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 2,900,000
	8.	SHARED VOTING POWER 0
	9.	SOLE DISPOSITIVE POWER 2,900,000
	10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,900,000
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 26.829% *
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN

Based on 10,809,000 outstanding common shares as of June 8, 2020, as reported in the Issuer’s Annual Report on Form 20-F, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 8, 2020 (the “Form 20-F”).

CUSIP No. G64335105

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Tigerwind Group Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS): PF, OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 2,900,000*
	8.	SHARED VOTING POWER 0
	9.	SOLE DISPOSITIVE POWER 2,900,000
	10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWED BY EACH REPORTING PERSON: 2,900,000*
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 26.829% **
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO

Tigerwind Group Limited is wholly owned and controlled by Yuebiao Li.

Based on 10,809,000 outstanding common shares as of June 8, 2020, as reported in the Issuer’s Form 20-F.

CUSIP No. G64335105

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Zhuo Zhang
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS): PF, OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 1,900,000
	8.	SHARED VOTING POWER 0
	9.	SOLE DISPOSITIVE POWER 1,900,000
	10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,900,000
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 17.578% *
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN

Based on 10,809,000 outstanding common shares as of June 8, 2020, as reported in the Company’s Form 20-F.

CUSIP No. G64335105

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Xiangqian Sui
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS): OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 400,000
	8.	SHARED VOTING POWER 0
	9.	SOLE DISPOSITIVE POWER 400,000
	10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 400,000
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.701% *
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN

Based on 10,809,000 outstanding common shares as of June 8, 2020, as reported in the Form 20-F.

CUSIP No. G64335105

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Forwater Holdings Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS): OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 400,000*
	8.	SHARED VOTING POWER 0
	9.	SOLE DISPOSITIVE POWER 400,000
	10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 400,000*
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.701% **
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO

	*	Forwater Holdings Limited is wholly owned and controlled by Xiangqian Sui.
	**	Based on 10,809,000 outstanding common shares as of June 8, 2020, as reported in the Company’s Form 20-F.

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission on May 14, 2020 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on October 2, 2020 (“Amendment No. 1”, together with the Original Schedule 13D, collectively, the “Statement”) by each of Mr. Yuebiao Li, Tigerwind Group Limited, Zhuo Zhang, Xiangqian Sui, and Forwater Holdings Limited (the “Reporting Persons”) with respect to Newater Technology, Inc. (the “Issuer”). Except as specifically amended and supplemented by this Amendment No. 2, the Statement remains in full force and effect. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Statement.

ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Statement is hereby amended and supplemented by adding the following at the end thereof:

The descriptions of the LG Termination Agreement (as defined below), the Replacement Limited Guarantee (as defined below), the Amended and Restated Share Subscription Agreements (as defined below), and the Yancoal Subscription Agreement (as defined below) are incorporated by reference in this Item 3.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Statement is hereby amended and supplemented by adding the following at the end thereof:

On December 2, 2020, the Issuer, Mr. Li and Ms. Zhang executed a Release and Termination of Limited Guarantee Agreement (“LG Termination Agreement”) whereby the Issuer released Mr. Li and Ms. Zhang from their respective obligations under that certain Limited Guarantee dated as of September 29, 2020 by and among the Issuer, Mr. Li and Ms. Zhang (the “Original Limited Guarantee”), in consideration of Yancoal International (Holding) Co. Limited (“Yancoal”) entering the transaction as an equity sponsor and executing a limited guarantee dated December 2, 2020 with Mr. Li and Ms. Zhang (Mr. Li, Ms. Zhang and Yancoal, collectively, the “Replacement Guarantors”) (the “Replacement Limited Guarantee”). As a result of the execution of the LG Termination Agreement, the Original Limited Guarantee was terminated on December 2, 2020.

The terms of the Replacement Limited Guarantee are materially similar to the Original Limited Guarantee, in which each of the Replacement Guarantors undertook to irrevocably and unconditionally guarantee to the Issuer, on a several but not joint basis and subject to each Replacement Guarantor’s Pro Rata Percentage (as defined in the Replacement Limited Guarantee) together with other conditions, Parent’s termination fee and certain payment obligations relating to reimbursements under the Merger Agreement.

On December 2, 2020, Yancoal has entered into a share subscription agreement with Parent (the “Yancoal Subscription Agreement”) pursuant to which Yancoal has committed to subscribe shares of Parent with certain amount of cash, subject to certain customary conditions. Each of Pure Blue Holding Limited and Gooden Sunrise Holding Limited (collectively, the “Initial Subscribers”) has entered into an amended and restated share subscription agreements with Parent dated as of December 2, 2020 (the “Amended and Restated Share Subscription Agreements”), pursuant to which each of the Initial Subscribers has committed to increase the subscription shares in Parent.

Pursuant to the terms and conditions of the Amended and Restated Share Subscription Agreements and the Yancoal Subscription Agreement, (i) Pure Blue Holding Limited will provide cash contributions to Parent in the amount of US$ 1,558,441; (ii) Gooden Sunrise Holding Limited will provide cash contributions to Parent in the amount of US$ 1,160,627, and; (iii) Yancoal will provide cash contributions to Parent in the amount of US$ 17,753,783. The sum of such subscription amounts to be paid by the Initial Subscribers and Yancoal will be used by Parent to fund the merger consideration.

The terms of the Merger Agreement, Rollover Agreement, and Voting Agreement were not amended or restated in any way.

The information disclosed in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the LG Termination Agreement, the Replacement Limited Guarantee, the Amended and Restated Subscription Agreements, and the Yancoal Subscription Agreement, copies of which are attached hereto as Exhibits 7.01, 7.02, 7.03, 7.04, and 7.05, respectively, and which are incorporated herein by reference in their entirety.

Except as indicated above, none of the Reporting Persons have any plans or proposals that relate to or would result in any other action specified in Item 4 on this Amendment No. 2. The Reporting Persons reserve their right to change their plans and intentions in connection with any of the actions discussed in this Item 4, including, among others, the purchase price and the financing arrangement for the transaction contemplated under the Proposal. Any action taken by the Reporting Persons may be effected at any time and from time to time, subject to any applicable limitations imposed by any applicable laws.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit 7.01	Release and Termination of Limited Guarantee Agreement, dated December 2, 2020, by and among Mr. Li, Ms. Zhang, and the Issuer.

Exhibit 7.02	Limited Guarantee, dated December 2, 2020, by and among Mr. Li, Ms. Zhang, Yancoal, and the Issuer.

Exhibit 7.03	Amended and Restated Share Subscription Agreement, dated December 2, 2020, by and between Pure Blue Holding Limited and Parent.

Exhibit 7.04	Amended and Restated Share Subscription Agreement, dated December 2, 2020, by and between Gooden Sunrise Holding Limited and Parent.

Exhibit 7.05	Share Subscription Agreement, dated December 2, 2020, by and between Yancoal and Parent.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

	Dated: December 7, 2020

	Yuebiao Li

	By:	/s/ Yuebiao Li
	Name:	Yuebiao Li

	Tigerwind Group Limited

	By:	/s/ Yuebiao Li
	Name:	Yuebiao Li
	Title:	Director

	Zhuo Zhang

	By:	/s/ Zhuo Zhang
	Name:	Zhuo Zhang

	Xiangqian Sui

	By:	/s/ Xiangqian Sui
	Name:	Xiangqian Sui

	Forwater Holdings Limited

	By:	/s/ Xiangqian Sui
	Name:	Xiangqian Sui
	Title:	Director

EX-99.7.01 2 ea131038ex7-01_newatertechno.htm RELEASE AND TERMINATION OF LIMITED GUARANTEE AGREEMENT, DATED DECEMBER 2, 2020, BY AND AMONG MR. LI, MS. ZHANG, AND THE ISSUER

Exhibit 7.01

Executive

RELEASE AND TERMINATION OF LIMITED GUARANTEE AGREEMENT

This Release and Termination of Limited Guarantee Agreement (“Release”) dated as of December 2, 2020 is made by and among Mr. Li Yuebiao and Ms. Zhang Zhuo (the “Guarantors”, and each, a “Guarantor”) and NEWATER TECHNOLOGY, INC., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Guaranteed Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Limited Guarantee (defined below).

Background

Pursuant to the Limited Guarantee dated September 29, 2020 by and among the Guarantors and the Guaranteed Party (the “Limited Guarantee”), the Guarantors agreed to guarantee the Guaranteed Obligations for money only on a several but not joint basis respective of each Guarantor’s Pro Rata Percentage;

The Guarantors and the Guaranteed Party desire to terminate the Limited Guarantee and irrevocably release the other parties hereto from all of their respective obligations under the Limited Guarantee as of December 2, 2020 (“Effective Date”);

In consideration for executing this Release, the Guaranteed Party and Guarantors, together with Yancoal International (Holding) Co., Limited acting as a guarantor (“Yancoal”), will execute on the Effective Date a new limited guarantee in the form set forth in Exhibit A hereto (the “Replacement Guarantee”), whereby the Guarantors and Yancoal undertake to guarantee the Guaranteed Obligations in accordance with the terms of such Replacement Guarantee

Now, therefore, in consideration of the premises and the agreements contained in this Release, and for all other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantors and Guaranteed Party agree as follows:

1. Termination and Release. The Guaranteed Party irrevocably agrees that the Limited Guarantee is hereby terminated immediately upon execution of the Replacement Guarantee,. Upon such termination, the Guarantors shall have no further obligations, duties or liabilities thereunder, and the Guaranteed Party hereby releases, waives and forever discharges Guarantors from all obligations, duties or liabilities of whatever nature arising under or in connection with the Limited Guarantee.

2. Counterparts. This Release may be executed in any number of counterparts and by different parties hereto on separate counterparts, each complete set of which, when so executed and delivered by all parties, shall be an original, but all such counterparts shall together constitute one and the same instrument.

3. Headings. The descriptive headings contained in this Release are for reference purposes only and shall not affect in any way the meaning or interpretation of this Release.

4. Amendments and Waivers. No amendment or waiver of any provision of this Release will be effective and binding unless it is in writing and signed by the Guarantors and the Guaranteed Party. This Release shall be binding upon the Guarantors and the Guaranteed Party and their respective successors and permitted assigns.

5. Governing Law. This Release shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflict of Law principles thereof that would subject such matter to the Laws of another jurisdiction. Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Release shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time and as may be amended by this section 5. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

IN WITNESS WHEREOF, the Guaranteed Party has caused this Release to be executed and delivered as of the Effective Date by its officer thereunto duly authorized.

	NEWATER TECHNOLOGY, INC.

	By:
	Name:
	Title:

[Signature Page to Release]

IN WITNESS WHEREOF, the Guarantors have executed and delivered this Release as of the Effective Date.

		Li Yuebiao

[Signature Page to Release]

IN WITNESS WHEREOF, the Guarantors have executed and delivered this Release as of the Effective Date.

		Zhang Zhuo

[Signature Page to Release]

Exhibit A – Form of Limited Guarantee

LIMITED GUARANTEE

This LIMITED GUARANTEE, dated as of [ ] (this “Limited Guarantee”), by Mr. Li Yuebiao, Ms. Zhang Zhuo and Yancoal International (Holdings) Co., Limited (“Yancoal International”), the “Guarantors”, and each, a “Guarantor”), in favor of NEWATER TECHNOLOGY, INC., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Guaranteed Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).

1. LIMITED GUARANTEE. (a) To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated [ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CROUCHING TIGER HOLDING LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), GREEN FOREST HOLDING LIMITED, a business company with limited liability incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and the Guaranteed Party pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, each Guarantor, intending to be legally bound, hereby absolutely, unconditionally, and irrevocably guarantees to the Guaranteed Party, severally but not jointly, as a primary obligor and not merely as a surety, the due and punctual payment, performance and discharge as and when due of the payment obligations of Parent with respect to the payment of such Guarantor’s respective Pro Rata Percentage (as defined in Section 16 below) of (i) the total Tier I Parent Termination Fee pursuant to Section 8.3(b) of the Merger Agreement and the total Tier II Parent Termination Fee pursuant to Section 8.3(c) of the Merger Agreement; and (ii) the total reimbursable expenses pursuant to Section 8.3(d) of the Merger Agreement (collectively, the “Guaranteed Obligations”); provided that, notwithstanding anything to the contrary contained in this Limited Guarantee, in no event shall any Guarantor’s aggregate liability under this Limited Guarantee (exclusive of reimbursement of expenses and any other obligations, if applicable, pursuant to Section 1(b) hereof) exceed such Guarantor’s Pro Rata Percentage of the Guaranteed Obligations (the “Pro Rata Maximum Amount”). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Each Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guarantee. Each Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Merger Agreement in reliance on this Limited Guarantee.

(b) If Parent fails to fully and timely discharge any of the Guaranteed Obligations when due, then all of the Guarantors’ liabilities and obligations to the Guaranteed Party hereunder in respect of the Guaranteed Obligations shall, on demand, become immediately due and payable and each Guarantor hereby agrees to promptly fully perform and discharge, or to cause to be promptly fully performed or discharged, any such Guaranteed Obligations (subject to such Guarantor’s respective Pro Rata Maximum Amount, to the extent applicable). In furtherance of the foregoing, each Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against any Guarantor for the full amount of the Guaranteed Obligations (subject to such Guarantor’s respective Pro Rata Maximum Amount, to the extent applicable), regardless of whether any action is brought against Parent, Merger Sub or any other Guarantor. Each Guarantor severally agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, which amounts, if paid, will be in addition to the Guaranteed Obligations and not included within a determination of such Guarantor’s respective Pro Rata Maximum Amount, if (i) any Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) any Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that such Guarantor is required to make such payment hereunder.

(c) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guarantee were not performed in accordance with its specific terms or were otherwise breached, and further agree that the Guaranteed Party shall be entitled to an injunction, specific performance and other equitable relief against the Guarantors to prevent breaches of this Limited Guarantee and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which it is entitled at law or in equity, and shall not be required to provide any bond or other security in connection with any such order or injunction. Each Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Party has an adequate remedy at law or (ii) an award of an injunction, specific performance or other equitable relief is not an appropriate remedy for any reason at law or equity (collectively, the “Prohibited Defenses”).

A-1

2. NATURE OF GUARANTEE. The Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect each Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantors shall remain liable hereunder with respect to such Guaranteed Obligations as if such payment had not been made (subject to such Guarantor’s respective Pro Rata Maximum Amount, to the extent applicable). This Limited Guarantee is an unconditional guarantee of payment and not of collectability, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantors hereunder or to pursue any other remedy in the Guaranteed Party’s power whatsoever. Subject to the terms hereof, each Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub. Each Guarantor reserves the right to assert as a defense to such payment by the Guarantors under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment of any Guaranteed Obligations under the Merger Agreement, other than defenses arising from bankruptcy or insolvency or Parent or Merger Sub and other defenses expressly waived herein.

3. CHANGES IN GUARANTEED OBLIGATIONS, CERTAIN WAIVERS. Each Guarantor agrees that the Guaranteed Party may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantors, extend the time of performance of any of the Guaranteed Obligations, and may also make any agreement with Parent, Merger Sub or with any other Person interested in the transactions contemplated by the Merger Agreement, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent, Merger Sub or such other Person without in any way impairing or affecting the Guarantors’ obligations under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee. Each Guarantor agrees that his/her obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure or delay of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub, any other Guarantor, or any other Person interested in the transactions contemplated by the Merger Agreement; (b) any change in the time, place or manner of payment of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms of the Merger Agreement or any other agreement evidencing, securing or otherwise executed by Parent, Merger Sub and the Guaranteed Party in connection with any of the Guaranteed Obligations; (c) the addition, substitution, any legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantors with respect to the Guaranteed Obligations as a result of payment in full of the Guaranteed Obligations in accordance with their terms, a discharge or release of Parent with respect to the Guaranteed Obligations under the Merger Agreement, or as a result of defenses to the payment of the Guaranteed Obligations that would be available to Parent under the Merger Agreement) of the Guarantors or any Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (d) any change in the limited partnership, limited liability company, corporate or other existence, structure or ownership of Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (e) the existence of any claim, set-off, judgment or other right which any Guarantor may have at any time against Parent, Merger Sub or the Guaranteed Party or any of their respective Affiliates, whether in connection with the Guaranteed Obligations or otherwise; (f) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Guaranteed Obligations; (g) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (h) any lack of authority of any officer, director or any other Person acting or purporting to act on behalf of Parent or Merger Sub, or any defect in the formation of Parent or Merger Sub; (i) any act or omission by Parent or Merger Sub which directly or indirectly results in or aids in the discharge or release of Parent or Merger Sub or any portion of the Guaranteed Obligations by operation of Law or otherwise; or (j) any lack of validity or enforceability of the Merger Agreement or of any other agreement or instrument referred to therein. To the fullest extent permitted by Law, each Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. Each Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Guaranteed Obligations and all other notices of any kind (other than notices required to be provided to Parent and Merger Sub under the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than defenses to the payment of the Guaranteed Obligations (x) that are available to Parent or Merger Sub under the Merger Agreement, (y) in respect of a material breach by the Guaranteed Party of this Limited Guarantee or (z) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or this Limited Guarantee, including, without limitation, any event, condition or circumstance that might be construed to constitute, an equitable or legal discharge of each Guarantor’s obligations hereunder.). Each Guarantor acknowledges that he or she will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Each Guarantor hereby covenants and agrees that he or she shall not institute, directly or indirectly, and shall cause his or her Affiliates not to institute, directly or indirectly, any proceeding asserting or asserting as a defense in any proceeding, (i) the Prohibited Defenses or, (ii) subject to (x) the effects of insolvency, bankruptcy, reorganization or other similar proceedings and (y) general equitable principles (whether considered in a proceeding in equity or at law), that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause all of its Affiliates not to institute, any proceeding or bring any other claim (whether in tort, contract or otherwise) arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby against any Guarantor or any Non-Recourse Party (as defined below), except for (1) claims against any Guarantor under this Limited Guarantee (subject to the limitations contained herein), (2) claims against Parent and Merger Sub to the extent permitted by the Merger Agreement (subject to the limitations contained therein), (3) claims seeking the Equity Financing to be funded to effect the consummation of the Merger, and (4) claims against the Rollover Shareholders pursuant to the terms of the Rollover Agreement and the Voting Agreement. The Guaranteed Party hereby agrees that to the extent Parent or Merger Sub is indefeasibly relieved of all or a portion of its payment obligations under the Merger Agreement (other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses waived hereby), each Guarantor shall be similarly relieved of his or her Guaranteed Obligations under this Limited Guarantee.

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4. NO WAIVER; CUMULATIVE RIGHTS. No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder or under the Merger Agreement shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by Law or other contracts shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time subject to the terms and provisions hereof. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against Parent or Merger Sub or any other Person now or hereafter liable for any Guaranteed Obligations or interested in the transactions contemplated by the Merger Agreement prior to proceeding against any Guarantor hereunder, and the failure by the Guaranteed Party to pursue rights or remedies against Parent, Merger Sub or any other Guarantor shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.

5. NO SUBROGATION. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that such Guarantor may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under or in respect of this Limited Guarantee (subject to such Guarantor’s Pro Rata Maximum Amount, to the extent applicable), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all amounts payable by such Guarantor under this Limited Guarantee (which shall be subject to such Guarantor’s Pro Rata Maximum Amount, to the extent applicable) shall have been paid in full in immediately available funds. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of all amounts payable by such Guarantor under this Limited Guarantee (which shall be subject to such Guarantor’s Pro Rata Maximum Amount, to the extent applicable), such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by such Guarantor under this Limited Guarantee.

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6. REPRESENTATIONS AND WARRANTIES. Each Guarantor hereby represents and warrants that:

(a) such Guarantor is a resident of PRC and has the requisite capacity to execute, deliver and perform this Limited Guarantee;

(b) the execution and delivery of, and the performance under, this Limited Guarantee by such Guarantor (i) does not and will not violate any applicable Law, judgment or order binding on such Guarantor, (ii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guarantee by such Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Limited Guarantee by such Guarantor, (iii) does not and will not cause any Liens to be created or imposed upon any of such Guarantor’s assets or property or (iv) violate, conflict with, require consent under, or result in the breach of or loss of benefit under, or constitute a default under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration under, any of the Contracts to which such Guarantor is a party or by which he/she or any of his/her property is or may be bound or affected;

(c) this Limited Guarantee constitutes a legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and

(d) such Guarantor has the financial capacity to pay and perform his or her obligations under this Limited Guarantee in full, and all funds necessary for the Guarantor to fulfill his or her obligations under this Limited Guarantee shall be available to the Guarantor for so long as this Limited Guarantee shall remain in effect in accordance with Section 9 hereof.

7. NO ASSIGNMENT. The provisions of this Limited Guarantee shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Limited Guarantee nor any rights, interests or obligations hereunder shall be assigned by either party hereto (whether by operation of Law or otherwise) without the prior written consent of the other party; provided that no assignment by either party shall relieve the assigning party of any of its obligations hereunder. Any purported assignment in violation of this Limited Guarantee will be null and void.

8. NOTICES. All notices, requests, claims, demands and other communications under this Limited Guarantee shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) upon confirmation of receipt after transmittal by email or facsimile (to such number specified below or another number or numbers as such party may subsequently specify by proper notice under this Limited Guarantee), with a confirmatory copy to be sent by overnight courier, and (c) on the next Business Day when sent by national overnight courier, in each case to the respective parties and accompanied by a copy sent by email (which copy shall not constitute notice) at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8):

(a) If to the Guarantors:

Mr. Li Yuebiao and Ms. Zhang Zhuo

c/o Yantai Jinzheng Eco-Technology Co., Ltd.

1 Ruida Road, Laishan District, Yantai City

Shandong Province 264000

People’s Republic of China

+(86) 13953558666

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with a copy to (which copy shall not constitute notice):

DLA Piper

20th Floor, South Tower Beijing Kerry Center

No.1 Guanghua Road, Chaoyang District

Beijing 100020, PRC

Attention: James Chang, Esq.

Facsimile: +86 10 8520 0700

Email: james.chang@dlapiper.com

Yancoal International (Holding) Co., Limited

14/F One Taikoo Place

979 King’s Road

Quarry Bay

Hong Kong Special Administration Region

People’s Republic of China

(b) If to the Guaranteed Party:

NEWATER TECHNOLOGY, INC.

c/o Yantai Jinzheng Eco-Technology Co., Ltd.

1 Ruida Road, Laishan District, Yantai City

Shandong Province 264003, PRC

with a copy to (which copy shall not constitute notice):

MagStone Law, LLP

1001 Avenue of the Americas, Suite 1105

New York, NY 10018, USA

Attention: Yue Li, Esq.

Facsimile: +1 (917) 732-7691

Email: markli@magstonelaw.com

9. CONTINUING GUARANTEE. This Limited Guarantee shall remain in full force and effect and shall be binding on each Guarantor, his or her successors and assigns until all of the Guaranteed Obligations have been fully performed. Notwithstanding the foregoing, this Limited Guarantee shall terminate and each Guarantor shall have no further obligations under this Limited Guarantee as of the earliest of: (i) the Effective Time, if the Closing occurs, (ii) the payment in full of the Guaranteed Obligations; and (iii) the date falling six(6) months from the date of the termination of the Merger Agreement in accordance with its terms if the Guaranteed Party has not presented a bona fide written claim for payment of any Guaranteed Obligation to any Guarantor by such date; provided that if the Guaranteed Party has presented such a bona fide written claim by such date, this Limited Guarantee shall terminate upon the date that such claim is finally resolved and payment in full of any amounts required to be paid in respect of such final resolution. If any payment or payments made by Parent or Merger Sub, or any part thereof, are subsequently invalidated, declared to be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver or any other person under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or payments, the Guaranteed Obligations or part thereof hereunder intended to be satisfied shall be revived and continued in full force and effect as if said payment or payments had not been made.

10. NO RECOURSE. Each Guarantor shall have no obligations under or in connection with this Limited Guarantee except as expressly provided by this Limited Guarantee. No liability shall attach to, and no recourse shall be had by the Guaranteed Party, any of its Affiliates or any Person purporting to claim by or through any of them or for the benefit of any of them, under any theory of liability (including, without limitation, by attempting to pierce a corporate or other veil or by attempting to compel any party to enforce any actual or purported right that they may have against any Person) against any former, current or future equity holders, controlling Person, directors, officers, employees, agents, general or limited partners, managers, members or Affiliates of any of Guarantor, Merger Sub or Parent, or any former, current or future equity holders, controlling Persons, directors, officers, employees, agents, general or limited partners, managers, members or Affiliates of any of the foregoing, excluding however the Guarantors, Parent, Merger Sub, Rollover Shareholders and their respective successors and assigns (each, a “Non-Recourse Party”, and collectively, the “Non-Recourse Parties”) in any way under or in connection with this Limited Guarantee, the Merger Agreement, any other agreement or instrument executed or delivered in connection with this Limited Guarantee or the Merger Agreement or the transactions contemplated hereby or thereby, except for claims (i) against the Guarantors and their respective successors and assignees under and to the extent provided in this Limited Guarantee, the Share Subscription Agreement, and the Rollover Agreement, in each case, pursuant to the terms thereof, (ii) against Parent or Merger Sub under and to the extent provided in the Merger Agreement, and (iii) against Parent and the Rollover Shareholders under and to the extent provided in the Voting Agreement and the Rollover Agreement (the claims described in clauses (i) through (iii), collectively, the “Retained Claims”).

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11. GOVERNING LAW; JURISDICTION. This Limited Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflict of Law principles thereof that would subject such matter to the Laws of another jurisdiction. Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time and as may be amended by this Section 11. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(b) Notwithstanding the foregoing, the parties hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 11, any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Limited Guarantee is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 11(b) is only applicable to the seeking of interim injunctions and does not otherwise restrict the application of Section 11(a) in any way.

12. COUNTERPARTS. This Limited Guarantee may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, but all such counterparts shall together constitute one and the same agreement. This Limited Guarantee may be executed and delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, and in the event this Limited Guarantee is so executed and delivered, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

13. SEVERABILITY. The provisions of this Limited Guarantee shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Limited Guarantee or the application thereof to any Person or any circumstance is determined to be invalid, illegal, void or unenforceable, the remaining provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party; provided, however, that this Limited Guarantee may not be enforced against any Guarantor without giving effect to such Guarantor’s Pro Rata Maximum Amount, to the extent applicable, or the provisions set forth in Section 10 hereof. Upon such determination that any provision or the application thereof is invalid, illegal, void or unenforceable, the parties hereto shall negotiate in good faith to modify this Limited Guarantee so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner so that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent permitted by applicable Law.

14. NO THIRD PARTY BENEFICIARIES. This Limited Guarantee shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns, and nothing express or implied in this Limited Guarantee is intended to, or shall, confer upon any other Person any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the Guaranteed Party to enforce, the obligations set forth herein.

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15. AMENDMENTS AND WAIVERS. No amendment or waiver of any provision of this Limited Guarantee will be valid and binding unless it is in writing and signed, in the case of an amendment, by each Guarantor and the Guaranteed Party, or in the case of waiver, by the party against whom the waiver is to be effective. No waiver by any party of any breach or violation of, or default under, this Limited Guarantee, whether intentional or not, will be deemed to extend to any prior or subsequent breach, violation or default hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

16. SEVERAL LIABILITY. Notwithstanding anything to the contrary contained in this Limited Guarantee, the liability of each Guarantor hereunder shall be several but not joint, based upon its respective percentage as set forth opposite such Guarantor’s name below (“Pro Rata Percentage”).

Guarantor	Pro Rata Percentage
Mr. Yuebiao Li		33	%
Mr. Zhuo Zhang		22	%
Yancoal International		45	%

17. MISCELLANEOUS.

(a) This Limited Guarantee, together with the Merger Agreement (including any schedules and exhibits thereto), constitutes the entire agreement with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, among Parent, Merger Sub and the Guarantors or any of their respective Affiliates on the one hand, and the Guaranteed Party or any of its Affiliates on the other hand.

(b) The descriptive headings contained in this Limited Guarantee are for reference purposes only and shall not affect in any way the meaning or interpretation of this Limited Guarantee.

(c) All parties acknowledge that each party and its counsel have reviewed this Limited Guarantee and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Limited Guarantee.

[The remainder of this page is left blank intentionally]

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IN WITNESS WHEREOF, the Guaranteed Party has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.

	NEWATER TECHNOLOGY, INC.

	By:
	Name:
	Title:

[Signature Page to Limited Guarantee]

IN WITNESS WHEREOF, the Guarantors have executed and delivered this Limited Guarantee as of the date first written above.

	Li Yuebiao

	By:

[Signature Page to Limited Guarantee]

IN WITNESS WHEREOF, the Guarantors have executed and delivered this Limited Guarantee as of the date first written above.

	Zhang Zhuo

	By:

[Signature Page to Limited Guarantee]

IN WITNESS WHEREOF, the Guarantors have executed and delivered this Limited Guarantee as of the date first written above.

	Yancoal International (Holdings) Co., Limited

	By:
	Name:
	Title:

[Signature Page to Limited Guarantee]

EX-99.7.02 3 ea131038ex7-02_newatertechno.htm LIMITED GUARANTEE, DATED DECEMBER 2, 2020, BY AND AMONG MR. LI, MS. ZHANG, YANCOAL, AND THE ISSUER

Exhibit 7.02

Executive

LIMITED GUARANTEE

This LIMITED GUARANTEE, dated as of December 2, 2020 (this “Limited Guarantee”), by Mr. Li Yuebiao, Ms. Zhang Zhuo and Yancoal International (Holdings) Co., Limited (“Yancoal International”), the “Guarantors”, and each, a “Guarantor”), in favor of NEWATER TECHNOLOGY, INC., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Guaranteed Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).

1. LIMITED GUARANTEE. (a) To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated September 29, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CROUCHING TIGER HOLDING LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), GREEN FOREST HOLDING LIMITED, a business company with limited liability incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and the Guaranteed Party pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, each Guarantor, intending to be legally bound, hereby absolutely, unconditionally, and irrevocably guarantees to the Guaranteed Party, severally but not jointly, as a primary obligor and not merely as a surety, the due and punctual payment, performance and discharge as and when due of the payment obligations of Parent with respect to the payment of such Guarantor’s respective Pro Rata Percentage (as defined in Section 16 below) of (i) the total Tier I Parent Termination Fee pursuant to Section 8.3(b) of the Merger Agreement and the total Tier II Parent Termination Fee pursuant to Section 8.3(c) of the Merger Agreement; and (ii) the total reimbursable expenses pursuant to Section 8.3(d) of the Merger Agreement (collectively, the “Guaranteed Obligations”); provided that, notwithstanding anything to the contrary contained in this Limited Guarantee, in no event shall any Guarantor’s aggregate liability under this Limited Guarantee (exclusive of reimbursement of expenses and any other obligations, if applicable, pursuant to Section 1(b) hereof) exceed such Guarantor’s Pro Rata Percentage of the Guaranteed Obligations (the “Pro Rata Maximum Amount”). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Each Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guarantee. Each Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Merger Agreement in reliance on this Limited Guarantee.

6. REPRESENTATIONS AND WARRANTIES. Each Guarantor hereby represents and warrants that:

(a) such Guarantor is a resident of PRC and has the requisite capacity to execute, deliver and perform this Limited Guarantee;

(a) If to the Guarantors:

Mr. Li Yuebiao and Ms. Zhang Zhuo

c/o Yantai Jinzheng Eco-Technology Co., Ltd.

1 Ruida Road, Laishan District, Yantai City

Shandong Province 264000

People’s Republic of China

+(86) 13953558666

with a copy to (which copy shall not constitute notice):

DLA Piper
20th Floor, South Tower Beijing Kerry Center
No.1 Guanghua Road, Chaoyang District
Beijing 100020, PRC
Attention: James Chang, Esq.
Facsimile: +86 10 8520 0700
Email: james.chang@dlapiper.com

Yancoal International (Holding) Co., Limited

14/F One Taikoo Place

979 King’s Road

Quarry Bay

Hong Kong Special Administration Region

People’s Republic of China

(b) If to the Guaranteed Party:

NEWATER TECHNOLOGY, INC.

c/o Yantai Jinzheng Eco-Technology Co., Ltd.

1 Ruida Road, Laishan District, Yantai City

Shandong Province 264003, PRC

with a copy to (which copy shall not constitute notice):

MagStone Law, LLP

1001 Avenue of the Americas, Suite 1105

New York, NY 10018, USA

Attention: Yue Li, Esq.

Facsimile: +1 (917) 732-7691

Email: markli@magstonelaw.com

Guarantor	Pro Rata Percentage
Mr. Yuebiao Li		33	%
Mr. Zhuo Zhang		22	%
Yancoal International		45	%

17. MISCELLANEOUS.

(b) The descriptive headings contained in this Limited Guarantee are for reference purposes only and shall not affect in any way the meaning or interpretation of this Limited Guarantee.

[The remainder of this page is left blank intentionally]

IN WITNESS WHEREOF, the Guaranteed Party has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.

	NEWATER TECHNOLOGY, INC.

	By:
	Name:
	Title:

[Signature Page to Limited Guarantee]

IN WITNESS WHEREOF, the Guarantors have executed and delivered this Limited Guarantee as of the date first written above.

Li Yuebiao

[Signature Page to Limited Guarantee]

IN WITNESS WHEREOF, the Guarantors have executed and delivered this Limited Guarantee as of the date first written above.

	Zhang Zhuo

[Signature Page to Limited Guarantee]

IN WITNESS WHEREOF, the Guarantors have executed and delivered this Limited Guarantee as of the date first written above.

	Yancoal International (Holdings) Co., Limited

	By:
	Name:
	Title:

[Signature Page to Limited Guarantee]

EX-99.7.03 4 ea131038ex7-03_newatertechno.htm AMENDED AND RESTATED SHARE SUBSCRIPTION AGREEMENT, DATED DECEMBER 2, 2020, BY AND BETWEEN PURE BLUE HOLDING LIMITED AND PARENT

Exhibit 7.03

Executive

Amended and restated

subscription Agreement

Dated as of December 2, 2020

Pure blue holding limited

- and -

Crouching Tiger Holding Limited

CONTENTS

1.	ISSUANCE OF SUBSCRIPTION SHARES; SUBSCRIPTION CLOSING	1
2.	Representations and Warranties of the Subscriber	2
3.	Representations and Warranties of Parent	3
4.	Termination; Unwinding Actions; Additional Agreement	6
5.	Miscellaneous.	6
SCHEDULE 1 : CAPITALIZATION TABLE OF PARENT		10

This AMENDED and RESTATED subscription Agreement (“Agreement”) is made on December 2, 2020,

BETWEEN:

(1)

pure blue holding limited, a company limited by shares incorporated under the laws of the British Virgin Islands (the “Subscriber” or “Pure Blue”), and;

(2)

CROUCHING TIGER HOLDING LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”).

BACKGROUND:

The Parent and the Subscriber entered into a Subscription Agreement (the “Original Subscription Agreement”) dated September 29, 2020 pursuant to which the Subscriber agreed to purchase certain shares of the Parent;

The parties intend for this Agreement to modify, amend and supersede the Original Subscription Agreement in accordance with the terms of this Agreement;

Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in that certain Agreement and Plan of Merger, dated as of September 29, 2020, as amended (the “Merger Agreement”), by and among Parent, Green Forest Holding Limited, a BVI business company incorporated under the laws of the British Virgin Islands and wholly owned subsidiary of Parent (“Merger Sub”), and Newater Technology, Inc., a BVI business company incorporated under the laws of the British Virgin Islands (“Company”).

IT IS AGREED:

ISSUANCE OF SUBSCRIPTION SHARES; SUBSCRIPTION CLOSING

1.1

Subject to the terms and conditions of this Agreement, at the Subscription Closing (as defined below), (i) Parent shall issue an aggregate number of 426,970 ordinary shares, par value US$0.001 per share (the “Ordinary Shares”), of Parent (as fully paid and non-assessable) to the Subscriber (the “Subscription Shares”), and (ii) in exchange for Parent issuing the Subscription Shares (as fully paid and non-assessable) to the Subscriber at the Subscription Closing, the Subscriber shall deliver, at the direction of Parent, an aggregate amount of US$ 1,558,440.50 (the “Purchase Price”) to the account designated by Parent in writing at least five (5) Business Days prior to the Subscription Closing as contribution from Parent for further payment to the paying agent to be appointed by the Parent and the Company (the “Paying Agent”).

1.2

The closing of the issuance and subscription of the Subscription Shares (the “Subscription Closing”) shall take place on or prior to the Closing at the offices of DLA Piper UK LLP, 20th Floor, South Tower Beijing Kerry Center, No.1 Guanghua Road, Chaoyang District, Beijing 100020, PRC and shall be subject to the satisfaction of the conditions set forth in clause 1.4 below. At the Subscription Closing, Parent shall deliver to the Subscriber (i) a certified true copy of Parent’s register of members, showing (a) the Subscriber as the registered holder of Subscription Shares, (b) Yancoal International (Holding) Co., Limited, a company limited by shares incorporated under the laws of the Hong Kong Special Administration Region (“Yancoal”), as the registered holder of 4,864,050 Ordinary Shares, (c) Gooden Sunrise Holding Limited, a company limited by shares incorporated under the laws of the British Virgin Islands (“Gooden Sunrise”), as the registered holder of 2,217,980 Ordinary Shares, and (d) Forwater Holdings Limited, a company limited by shares incorporated under the laws of the British Virgin Islands (“Forwater”), as the registered holder of 400,000 Ordinary Shares; and (ii) a share certificate representing the Subscription Shares in the name of the Subscriber.

1.3

For all purposes, including accounting and tax purposes, the Purchase Price shall be deemed to have been (a) paid by the Subscriber directly to Parent, (b) paid by Parent to the Paying Agent to fund a portion of the Exchange Fund in accordance with Section 3.2 of the Merger Agreement and pay certain fees and expenses in connection with the transactions contemplated thereby. Parent agrees that the delivery of the Purchase Price to the account designated by Parent in writing will constitute full and complete satisfaction of the Subscriber’s payment obligations under clause 1.1 of this Agreement.

1.4

The obligation of the Subscriber to purchase and pay for the Subscription Shares to be purchased by it at the Subscription Closing is subject to the following conditions:

(a)

each of the conditions to Parent’s and Merger Sub’s obligations to effect the Merger set forth in Section 7.1 and Section 7.2 of the Merger Agreement as in effect from time to time shall have been satisfied or duly waived (other than those conditions that by their nature are to be satisfied at the closing of the transactions contemplated by the Merger Agreement);

(b)

the substantially simultaneous closing of the subscription agreement dated as of the date hereof by and between Gooden Sunrise and Parent in relation to 317,980 Ordinary Shares (the “Gooden Subscription Agreement”);

(c)

the substantially simultaneous closing of the subscription agreement dated as of the date hereof by and between Yancoal and Parent in relation to 4,864,050 Ordinary Shares (the “Yancoal Subscription Agreement”);

(d)

the substantially simultaneous closing of the Rollover Agreement dated as of September 29, 2020 by and among Parent, Company and Rollover Shareholders; and

(e)

the representations and warranties given by the Parent set out in this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” set forth therein) as of the date of this Agreement and as of the date of Subscription Closing as though made on and as of the date of Subscription Closing, in each case, except (i) to the extent such representation or warranty is expressly made as of a specific date, in which case such representations and warranties shall be true and correct as of such specific date only and (ii) where the failure of such representations and warranties of Parent to be so true and correct has not, individually or in the aggregate, prevented or materially adversely affected the ability of Parent to consummate the transactions contemplated hereby.

Representations and Warranties of the Subscriber

The Subscriber hereby represents and warrants to Parent as of the Subscription Closing:

(a)

that it is acquiring the Subscription Shares purchased hereunder for its own account with the present intention of holding such shares for purposes of investment, and that it has no intention of selling such shares in a public distribution in violation of any applicable U.S. federal or state securities Laws;

(b)

that it is not resident in the United States and is acquiring the Subscription Shares in an offshore transaction under Rule 903 of the U.S. Securities Act of 1933, as amended (the “Securities Act”);

(c)

that it has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in Parent;

(d)

that it is able to bear the economic risks of an investment in the Subscription Shares;

(e)

that this Agreement has been duly executed and delivered by the Subscriber and, assuming due authorization, execution and delivery by Parent, constitutes a valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law); and

(f)

that the execution, delivery and performance of this Agreement by the Subscriber does not and will not violate any provision of the organizational and constitutional documents of the Subscriber.

Representations and Warranties of Parent

Parent hereby represents and warrants to the Subscriber that:

3.1

Organization, Standing and Authority

Parent is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent and, assuming due authorization, execution and delivery by the Subscriber, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law). Parent has made available to the Subscriber complete and correct copies of its organizational and constitutional documents and is not in violation of any of the provisions of its organizational and constitutional documents.

3.2

Consents and Approvals; No Violations

Except for the applicable requirements of the laws of the Cayman Islands:

(a)

no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of Parent for the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby or thereby; and

(b)

neither the execution, delivery or performance of this Agreement by Parent nor the consummation by Parent of the transactions contemplated hereby or thereby nor compliance by Parent with any of the provisions hereof or thereof shall:

(i)

conflict with or violate any provision of the organizational and constitutional documents of Parent;

(ii)

result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which such Parent or any property or asset of Parent is bound or affected; or

(iii)

violate any Law applicable to Parent or any of Parent’s properties or assets.

3.3

Issuance of Parent Shares

Upon the Subscription Closing, the Subscription Shares shall be duly authorized and validly issued to the Subscriber, fully paid and non-assessable, and free and clear of all Liens, preemptive rights, rights of first refusal, subscription and similar rights.

3.4

Capitalization of Parent

The authorized share capital of Parent consists of 50,000,000 Ordinary Shares. All outstanding shares of capital stock of Parent have been duly authorized and validly issued and are fully paid and non-assessable. Immediately prior to the Subscription Closing and closing under the Rollover Agreement, except for 6 Ordinary Shares held by Pure Blue and 4 Ordinary Shares held by Gooden Sunrise, there are no outstanding:

(a)

shares of capital stock or voting securities of Parent;

(b)

securities of Parent convertible into or exchangeable for shares of capital stock or voting securities of Parent; or

(c)

options or other rights to acquire from Parent, or other obligation of Parent to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent (the items in clauses 3.4(a), 3.4(b) and 3.4(c) being referred to collectively as the “Parent Securities”). Except as set forth in this Agreement, Gooden Subscription Agreement and the Yancoal Subscription Agreement, there are no outstanding obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any Parent Securities. Immediately following the Effective Time, there will be no outstanding Parent Securities other than as set forth in schedule 1.

3.5

Use of Proceeds

Parent shall use the Purchase Price exclusively for the purpose of funding a portion of the Exchange Fund in accordance with Section 3.2 of the Merger Agreement.

3.6

Operations of Parent

Parent has been formed solely for the purpose of engaging in the transactions contemplated in the Merger Agreement and prior to the Subscription Closing will have engaged in no other business activities and will have incurred no liabilities or obligations and will not be a part or subject to any Contract, in each case other than as contemplated herein or therein.

3.7

Ownership and Operation of Parent and Merger Sub

Each of Parent and Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated in the Merger Agreement and prior to the Subscription Closing will have engaged in no other business activities and will have incurred no liabilities or obligations and will not be a party to any Contract, in each case other than as contemplated therein. All of the issued and outstanding capital stock of Merger Sub at the Subscription Closing and the Effective Time will be, owned directly by Parent.

3.8

No Other Ownership

Neither Parent nor Merger Sub owns, on record or beneficially, any equity or similar interest in, or any interest convertible or exchangeable for any equity or similar interest in, any Person, except that Parent owns 100% of the equity interests of Merger Sub free and clear of all Encumbrances, and if the transactions contemplated by the Merger Agreement are consummated on the terms set forth therein, Parent will own 100% of the equity interests of the Surviving Corporation pursuant to the Merger.

3.9

No Untrue Statement

No representation, warranty or statement by Parent in this Agreement, when read as a whole, contains any untrue or inaccurate statement of a material fact or omits to state a material fact necessary to make the statements made herein, in light of the circumstances under which they were made, not misleading.

3.10

Foreign Issuer

Parent is a “foreign issuer” as such term is defined under Regulation S under the Securities Act, and as of the date hereof and as of the Subscription Closing, there is no “substantial US market interest” as such term is defined under Regulation S under the Securities Act, either with respect to the Subscription Shares or any Parent Securities. None of Parent, any of its controlled affiliates or any person acting on its or their behalf has offered or sold or will offer or sell the Subscription Shares by any form of general solicitation or general advertising, including but not limited to the methods described in Rule 502(c) under the Securities Act.

3.11

No Directed Selling Efforts

None of Parent, any of its controlled affiliates or any person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to any Subscription Shares in connection with the offer or sale of securities in the United States.

3.12

No Registration

The Subscription Shares will only be sold outside the United States in accordance with Regulation S. No registration of the Subscription Shares under the Securities Act is required for the issuance and subscription of Subscription Shares in the manner contemplated hereby. Neither Parent, nor any of its controlled affiliates, nor any person acting on its or their behalf has made or will make, directly or indirectly, offers or sales of any security, or has solicited or will solicit, directly or indirectly, offers to buy any security, under circumstances that would require the registration of the Subscription Shares under the Securities Act.

3.13

Absence of Litigation

As of the date hereof, (i) there is no action, suit, proceeding or investigation pending or, to the Parent’s knowledge, currently threatened against the Parent other than any such suit, claim, action, proceeding or investigation that would not reasonably be expected, individually or in the aggregate, to prevent or materially impair the consummation of the transactions contemplated by this Agreement, and (ii) the Parent is not subject to any judgment, or, to the knowledge of Parent, continuing investigation by, any Governmental Entity or any order of any Governmental Entity that would reasonably be expected to, individually or in the aggregate, prevent or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement.

Termination; Unwinding Actions; Additional Agreement

4.1

Termination

This Agreement and the obligations of the parties hereunder will terminate automatically and immediately upon the valid termination of the Merger Agreement in accordance with Section 8.1 thereof.

4.2

Unwinding Actions.

If for any reason this Agreement is terminated in accordance with Section 4.1, Parent shall, and shall cause its Subsidiaries and, if applicable, the Paying Agent, to, promptly return the Purchase Price to the Subscriber at its account, and take all such actions as are necessary, including repurchase and/or cancellation of the Subscription Shares issued to the Subscriber under this Agreement, so as to restore the Subscriber to the position it was in with respect to the ownership and possession of the Subscription Shares and Purchase Price immediately prior to the Subscription Closing (such actions, the “Unwinding Actions”); and without limiting the generality of the foregoing, the parties hereto agree to take, and cause their Subsidiaries to take, all necessary actions, including any amendments to this Agreement, to implement the Unwinding Actions and reflect the purpose of the Unwinding Actions.

Miscellaneous.

5.1

Amendments and Modification

This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed on behalf of each party hereto.

5.2

Waiver

No failure or delay of any party hereto in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of a party hereto to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party.

5.3

Notices

All notices and other communications hereunder shall be in writing (in the English language) and shall be deemed duly given:

(a)

on the date of delivery if delivered personally, or if by facsimile or e-mail, upon written confirmation of receipt by facsimile or e-mail;

(b)

on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier; or

(c)

on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(i)

If to the Subscriber:

Pure Blue Holdings Limited

c/o Yantai Jinzheng Eco-Technology Co., Ltd.

1 Ruida Road, Laishan District, Yantai City

Shandong Province 264000

People’s Republic of China

with a copy (which shall not constitute notice) to

DLA Piper UK LLP

20th Floor, South Tower Beijing Kerry Center

No. 1 Guanghua Road, Chaoyang District

Beijing 100020, PRC

Attention: James Chang, Esq.

Facsimile: +86 10 8520 0700

E-mail: james.chang@dlapiper.com

(ii)

If to Parent:

Crouching Tiger Holding Limited

c/o Yantai Jinzheng Eco-Technology Co., Ltd.

1 Ruida Road, Laishan District, Yantai City

Shandong Province 264000

People’s Republic of China

5.4

Entire Agreement

This Agreement constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings among the parties with respect to the subject matter hereof and thereof.

5.5

Governing Law; Submission to Jurisdiction

(a)

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without giving effect to its principles of conflict of laws;

(b)

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination and the parties’ rights and obligations hereunder (each, a “Dispute”) shall be referred to and finally resolved by arbitration (the “Arbitration”) administered by the Hong Kong International Arbitration Centre (“HKIAC”);

(c)

The Arbitration shall be procedurally governed by the HKIAC Administered Arbitration Rules as in force at the date on which the claimant party notifies the respondent party in writing (such notice, a “Notice of Arbitration”) of its intent to pursue Arbitration, which are deemed to be incorporated by reference and may be amended by this clause 5.5;

(d)

The seat and venue of the Arbitration shall be Hong Kong and the language of the Arbitration shall be English;

(e)

A Dispute subject to an Arbitration shall be determined by a panel of three arbitrators (the “Tribunal”). One (1) arbitrator shall be nominated by the claimant party (and to the extent that there is more than one claimant party, by mutual agreement among the claimant parties) and one (1) arbitrator shall be nominated by the respondent party (and to the extent that there is more than one respondent party, by mutual agreement among the respondent parties). The third arbitrator shall be jointly nominated by the claimant party’s and respondent party’s respectively nominated arbitrators and shall act as the presiding arbitrator. If the claimant party or the respondent party fails to nominate its arbitrator within 30 days from the date of receipt of the Notice of Arbitration by the respondent party or the claimant and respondent parties’ nominated arbitrators fail to jointly nominate the presiding arbitrator within 30 days of the nomination of the respondent-nominated arbitrator, either party to the Dispute may request the Chairperson of the HKIAC to appoint such arbitrator; and

(f)

The parties agree that all documents and evidence submitted in the Arbitration (including any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless the parties otherwise agree in writing. The arbitral award is final and binding upon the parties to the Arbitration.

5.6

Assignment; Successors

Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of Law or otherwise, by any party hereto without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void.

5.7

Severability

Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

5.8

Counterparts

This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

5.9

Headings

The section headings in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

5.10

No Presumption Against Drafting Party

Each of the parties to this Agreement acknowledges that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

5.11

Third Party Beneficiary

Nothing in this Agreement, express or implied, is intended to, nor does it, confer upon any person (other than Parent and the Subscriber) any rights or remedies under, or by reason of, or any rights (i) to enforce any provisions of this Agreement or (ii) to confer upon any person any rights or remedies against any person other than the parties hereof under or by reason of this Agreement, provided, however, that the Company is an express third-party beneficiary of this Agreement and shall be entitled to enforce the terms hereof. In no event shall any of Parent’s creditors or any other person have any right to enforce this Agreement.

5.12

Survival

The representations and warranties set forth in Section 3 shall survive the Subscription Closing for 12 months after the Subscription Closing.

SCHEDULE 1: CAPITALIZATION TABLE OF PARENT

Ownership of Parent Securities immediately following the Subscription Closing

Name of Parent Shareholder	Consideration		Number of Ordinary Shares
Pure Blue	US$	1,561,341		3,326,970
Gooden Sunrise	US$	1,162,527		2,217,980
Forwater	US$	400		400,000
Yancoal	US$	17,753,783		4,864,050

[Signature pages follow]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	For and on behalf of
	Pure Blue Holding Limited

	By:
	Name:
	Title:	Director

[Signature Page to Pure Subscription Agreement]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	For and on behalf of
	Crouching Tiger Holding Limited

	By:
	Name:
	Title:	Director

[Signature Page to Pure Subscription Agreement]

EX-99.7.04 5 ea131038ex7-04_newatertechno.htm AMENDED AND RESTATED SHARE SUBSCRIPTION AGREEMENT, DATED DECEMBER 2, 2020, BY AND BETWEEN GOODEN SUNRISE HOLDING LIMITED AND PARENT

Exhibit 7.04

Executive

AMENDED AND RESTATED

SUBSCRIPTION AGREEMENT

Dated as of December 2, 2020

Gooden sunrise holding limited

- and -

CROUCHING TIGER HOLDING LIMITED

CONTENTS

1.	ISSUANCE OF SUBSCRIPTION SHARES; SUBSCRIPTION CLOSING	1
2.	Representations and Warranties of the Subscriber	2
3.	Representations and Warranties of Parent	3
4.	Termination; Unwinding Actions; Additional Agreement	6
5.	Miscellaneous.	6
SCHEDULE 1 : CAPITALIZATION TABLE OF PARENT		9

THIS AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (“Agreement”) is made on December 2, 2020,

BETWEEN:

(1)

Gooden Sunrise Holding LImited, a company limited by shares incorporated under the laws of the British Virgin Islands (the “Subscriber” or “Gooden Sunrise”), and;

(2)

CROUCHING TIGER HOLDING LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”).

BACKGROUND:

The parties intend for this Agreement to modify, amend and supersede the Original Subscription Agreement in accordance with the terms of this Agreement;

Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in that certain Agreement and Plan of Merger, dated as of September 29, 2020 as amended (the “Merger Agreement”), by and among Parent, Green Forest Holding Limited, a BVI business company incorporated under the laws of the British Virgin Islands and wholly owned subsidiary of Parent (“Merger Sub”), and Newater Technology, Inc., a BVI business company incorporated under the laws of the British Virgin Islands (“Company”).

IT IS AGREED:

ISSUANCE OF SUBSCRIPTION SHARES; SUBSCRIPTION CLOSING

1.1

Subject to the terms and conditions of this Agreement, at the Subscription Closing (as defined below), (i) Parent shall issue an aggregate number of 317,980 ordinary shares, par value US$0.001 per share (the “Ordinary Shares”), of Parent (as fully paid and non-assessable) to the Subscriber (the “Subscription Shares”), and (ii) in exchange for Parent issuing the Subscription Shares (as fully paid and non-assessable) to the Subscriber at the Subscription Closing, the Subscriber shall deliver, at the direction of Parent, an aggregate amount of US$ 1,160,627 (the “Purchase Price”) to the account designated by Parent in writing at least five (5) Business Days prior to the Subscription Closing as contribution from Parent for further payment to the paying agent to be appointed by the Parent and the Company (the “Paying Agent”).

1.2

The closing of the issuance and subscription of the Subscription Shares (the “Subscription Closing”) shall take place on or prior to the Closing at the offices of DLA Piper UK LLP, 20th Floor, South Tower Beijing Kerry Center, No.1 Guanghua Road, Chaoyang District, Beijing 100020, PRC and shall be subject to the satisfaction of the conditions set forth in clause 1.4 below. At the Subscription Closing, Parent shall deliver to the Subscriber (i) a certified true copy of Parent’s register of members, showing (a) the Subscriber as the registered holder of its Subscription Shares, (b) Yancoal International (Holding) Co., Limited, a company limited by shares incorporated under the laws of the Hong Kong Special Administration Region (“Yancoal”), as the registered holder of 4,864,050 Ordinary Shares, (c) Pure Blue Holding Limited, a company limited by shares incorporated under the laws of the British Virgin Islands (“Pure Blue”), as the registered holder of 3,326,970 Ordinary Shares, and (d) Forwater Holdings Limited, a company limited by shares incorporated under the laws of the British Virgin Islands (“Forwater”), as the registered holder of 400,000 Ordinary Shares, and (ii) a share certificate representing the Subscription Shares in the name of the Subscriber.

1.3

1.4

The obligation of the Subscriber to purchase and pay for the Subscription Shares to be purchased by it at the Subscription Closing is subject to the following conditions:

(a)

(b)

the substantially simultaneous closing of the subscription agreement dated as of the date hereof by and between Pure Blue and Parent in relation to 426,970 Ordinary Shares (the “Pure Subscription Agreement”);

(c)

(d)

the substantially simultaneous closing of the Rollover Agreement dated as of September 29, 2020 by and among Parent, Company and Rollover Shareholders; and

(e)

Representations and Warranties of the Subscriber

The Subscriber hereby represents and warrants to Parent as of the Subscription Closing:

(a)

(b)

(c)

that it has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in Parent;

(d)

that it is able to bear the economic risks of an investment in the Subscription Shares;

(e)

(f)

that the execution, delivery and performance of this Agreement by the Subscriber does not and will not violate any provision of the organizational and constitutional documents of the Subscriber.

Representations and Warranties of Parent

Parent hereby represents and warrants to the Subscriber that:

3.1

Organization, Standing and Authority

3.2

Consents and Approvals; No Violations

Except for the applicable requirements of the laws of the Cayman Islands:

(a)

(b)

(i)

conflict with or violate any provision of the organizational and constitutional documents of Parent;

(ii)

(iii)

violate any Law applicable to Parent or any of Parent’s properties or assets.

3.3

Issuance of Parent Shares

3.4

Capitalization of Parent

(a)

shares of capital stock or voting securities of Parent;

(b)

securities of Parent convertible into or exchangeable for shares of capital stock or voting securities of Parent; or

(c)

options or other rights to acquire from Parent, or other obligation of Parent to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent (the items in clauses 3.4(a), 3.4(b) and 3.4(c) being referred to collectively as the “Parent Securities”). Except as set forth in this Agreement, Yancoal Subscription Agreement and Pure Subscription Agreement, there are no outstanding obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any Parent Securities. Immediately following the Effective Time, there will be no outstanding Parent Securities other than as set forth in schedule 1.

3.5

Use of Proceeds

Parent shall use the Purchase Price exclusively for the purpose of funding a portion of the Exchange Fund in accordance with Section 3.2 of the Merger Agreement.

3.6

Operations of Parent

3.7

Ownership and Operation of Parent and Merger Sub

3.8

No Other Ownership

3.9

No Untrue Statement

3.10

Foreign Issuer

3.11

No Directed Selling Efforts

3.12

No Registration

3.13

Absence of Litigation

Termination; Unwinding Actions; Additional Agreement

4.1

Termination

This Agreement and the obligations of the parties hereunder will terminate automatically and immediately upon the valid termination of the Merger Agreement in accordance with Section 8.1 thereof.

4.2

Unwinding Actions.

Miscellaneous.

5.1

Amendments and Modification

This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed on behalf of each party hereto.

5.2

Waiver

5.3

Notices

All notices and other communications hereunder shall be in writing (in the English language) and shall be deemed duly given:

(a)

on the date of delivery if delivered personally, or if by facsimile or e-mail, upon written confirmation of receipt by facsimile or e-mail;

(b)

on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier; or

(c)

(i)

If to the Subscriber:

Gooden Sunrise Holding Limited

c/o Yantai Jinzheng Eco-Technology Co., Ltd.

1 Ruida Road, Laishan District, Yantai City

Shandong Province 264000

People’s Republic of China

with a copy (which shall not constitute notice) to

DLA Piper UK LLP

20th Floor, South Tower Beijing Kerry Center

No. 1 Guanghua Road, Chaoyang District

Beijing 100020, PRC

Attention: James Chang, Esq.

Facsimile: +86 10 8520 0700

E-mail: james.chang@dlapiper.com

(ii)

If to Parent:

Crouching Tiger Holding Limited

c/o Yantai Jinzheng Eco-Technology Co., Ltd.

1 Ruida Road, Laishan District, Yantai City

Shandong Province 264000

People’s Republic of China

5.4

Entire Agreement

5.5

Governing Law; Submission to Jurisdiction

(a)

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without giving effect to its principles of conflict of laws;

(b)

(c)

(d)

The seat and venue of the Arbitration shall be Hong Kong and the language of the Arbitration shall be English;

(e)

(f)

5.6

Assignment; Successors

5.7

Severability

5.8

Counterparts

5.9

Headings

The section headings in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

5.10

No Presumption Against Drafting Party

5.11

Third Party Beneficiary

5.12

Survival

The representations and warranties set forth in Section 3 shall survive the Subscription Closing for 12 months after the Subscription Closing.

SCHEDULE 1: CAPITALIZATION TABLE OF PARENT

Ownership of Parent Securities immediately following the Subscription Closing

Name of Parent Shareholder	Consideration		Number of Ordinary Shares
Pure Blue	US$	1,561,341		3,326,970
Gooden Sunrise	US$	1,162,527		2,217,980
Forwater	US$	400		400,000
Yancoal	US$	17,753,783		4,864,050

[Signature Pages follow]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	For and on behalf of

	Gooden Sunrise Holding Limited

	By:
	Name:
	Title:	Director

[Signature Page to Gooden Subscription Agreement]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	For and on behalf of

	Crouching Tiger Holding Limited

	By:
	Name:
	Title:	Director

[Signature Page to Gooden Subscription Agreement]

EX-99.7.05 6 ea131038ex7-05_newatertechno.htm SHARE SUBSCRIPTION AGREEMENT, DATED DECEMBER 2, 2020, BY AND BETWEEN YANCOAL AND PARENT

Exhibit 7.05

Executive

subscription Agreement

Dated as of December 2, 2020

yANCOAL INTERNATIONAL (HOLDING) CO., lIMITED

- and -

Crouching Tiger Holding Limited

CONTENTS

1.	ISSUANCE OF SUBSCRIPTION SHARES; SUBSCRIPTION CLOSING	1
2.	Representations and Warranties of the Subscriber	2
3.	Representations and Warranties of Parent	3
4.	Termination; Unwinding Actions; Additional Agreement	5
5.	Miscellaneous.	6
SCHEDULE 1 : CAPITALIZATION TABLE OF PARENT		9

This subscription Agreement (“Agreement”) is made on December 2, 2020

BETWEEN:

(1)

YANCOAL INTERNATIONAL (HOLDING) CO., LIMITED, (the “Subscriber” or “Yancoal”), a private company limited by shares incorporated under the laws of the Hong Kong Special Administration Region; and

(2)

CROUCHING TIGER HOLDING LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”).

BACKGROUND:

Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in that certain Agreement and Plan of Merger, dated as of September 29, 2020 as amended (the “Merger Agreement”), by and among Parent, Green Forest Holding Limited, a BVI business company incorporated under the laws of the British Virgin Islands and wholly owned subsidiary of Parent (“Merger Sub”), and Newater Technology, Inc., a BVI business company incorporated under the laws of the British Virgin Islands (“Company”).

IT IS AGREED:

ISSUANCE OF SUBSCRIPTION SHARES; SUBSCRIPTION CLOSING

1.1

Subject to the terms and conditions of this Agreement, at the Subscription Closing (as defined below), (i) Parent shall issue an aggregate number of 4,864,050 ordinary shares, par value US$0.001 per share (the “Ordinary Shares”), of Parent (as fully paid and non-assessable) to the Subscriber (the “Subscription Shares”), and (ii) in exchange for Parent issuing the Subscription Shares (as fully paid and non-assessable) to the Subscriber at the Subscription Closing, the Subscriber shall deliver, at the direction of Parent, an aggregate amount of US$17,753,783 (the “Purchase Price”) to the account designated by Parent in writing at least five (5) Business Days prior to the Subscription Closing as contribution from Parent for further payment to the paying agent to be appointed by the Parent and the Company (the “Paying Agent”).

1.2

The closing of the issuance and subscription of the Subscription Shares (the “Subscription Closing”) shall take place on or prior to the Closing at the offices of DLA Piper UK LLP, 20th Floor, South Tower Beijing Kerry Center, No.1 Guanghua Road, Chaoyang District, Beijing 100020, PRC and shall be subject to the satisfaction of the conditions set forth in clause 1.4 below. At the Subscription Closing, Parent shall deliver to the Subscriber (i) a certified true copy of Parent’s register of members, showing (a) the Subscriber as the registered holder of its Subscription Shares, (b) Gooden Sunrise Holding Limited, a company limited by shares incorporated under the laws of the British Virgin Islands (“Gooden Sunrise”), as the registered holder of 2,217,980 Ordinary Shares, (c) Pure Blue Holding Limited, a company limited by shares incorporated under the laws of the British Virgin Islands (“Pure Blue”), as the registered holder of 3,326,970 Ordinary Shares, (d) Forwater Holdings Limited, a company limited by shares incorporated under the laws of the British Virgin Islands (“Forwater”), as the registered holder of 400,000 Ordinary Shares; and (ii) a share certificate representing the Subscription Shares in the name of the Subscriber.

1.3

1.4

The obligation of the Subscriber to purchase and pay for the Subscription Shares to be purchased by it at the Subscription Closing is subject to the following conditions:

(a)

(b)

(c)

(d)

the substantially simultaneous closing of the Rollover Agreement dated as of September 29, 2020 by and among Parent, Company and Rollover Shareholders; and

(e)

Representations and Warranties of the Subscriber

The Subscriber hereby represents and warrants to Parent as of the Subscription Closing:

(a)

(b)

(c)

that it has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in Parent;

(d)

that it is able to bear the economic risks of an investment in the Subscription Shares;

(e)

(f)

that the execution, delivery and performance of this Agreement by the Subscriber does not and will not violate any provision of the organizational and constitutional documents of the Subscriber.

Representations and Warranties of Parent

Parent hereby represents and warrants to the Subscriber that:

3.1

Organization, Standing and Authority

3.2

Consents and Approvals; No Violations

Except for the applicable requirements of the laws of the Cayman Islands:

(a)

(b)

(i)

conflict with or violate any provision of the organizational and constitutional documents of Parent;

(ii)

(iii)

violate any Law applicable to Parent or any of Parent’s properties or assets.

3.3

Issuance of Parent Shares

3.4

Capitalization of Parent

(a)

shares of capital stock or voting securities of Parent;

(b)

securities of Parent convertible into or exchangeable for shares of capital stock or voting securities of Parent; or

(c)

options or other rights to acquire from Parent, or other obligation of Parent to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent (the items in clauses 3.4(a), 3.4(b) and 3.4(c) being referred to collectively as the “Parent Securities”). Except as set forth in this Agreement, Gooden Subscription Agreement and Pure Subscription Agreement, there are no outstanding obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any Parent Securities. Immediately following the Effective Time, there will be no outstanding Parent Securities other than as set forth in schedule 1.

3.5

Use of Proceeds

Parent shall use the Purchase Price exclusively for the purpose of funding a portion of the Exchange Fund in accordance with Section 3.2 of the Merger Agreement.

3.6

Operations of Parent

3.7

Ownership and Operation of Parent and Merger Sub

3.8

No Other Ownership

3.9

No Untrue Statement

3.10

Foreign Issuer

3.11

No Directed Selling Efforts

3.12

No Registration

3.13

Absence of Litigation

Termination; Unwinding Actions; Additional Agreement

4.1

Termination

This Agreement and the obligations of the parties hereunder will terminate automatically and immediately upon the valid termination of the Merger Agreement in accordance with Section 8.1 thereof.

4.2

Unwinding Actions.

Miscellaneous.

5.1

Amendments and Modification

This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed on behalf of each party hereto.

5.2

Waiver

5.3

Notices

All notices and other communications hereunder shall be in writing (in the English language) and shall be deemed duly given:

(a)

on the date of delivery if delivered personally, or if by facsimile or e-mail, upon written confirmation of receipt by facsimile or e-mail;

(b)

on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier; or

(c)

(i)

If to the Subscriber:

Yancoal International (Holding) Co., Limited

14/F One Taikoo Place

979 King’s Road

Quarry Bay

Hong Kong Special Administration Region

People’s Republic of China

(ii)

If to Parent:

Crouching Tiger Holding Limited

c/o Yantai Jinzheng Eco-Technology Co., Ltd.

1 Ruida Road, Laishan District, Yantai City

Shandong Province 264000

People’s Republic of China

5.4

Entire Agreement

5.5

Governing Law; Submission to Jurisdiction

(a)

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without giving effect to its principles of conflict of laws;

(b)

(c)

(d)

The seat and venue of the Arbitration shall be Hong Kong and the language of the Arbitration shall be English;

(e)

(f)

5.6

Assignment; Successors

5.7

Severability

5.8

Counterparts

5.9

Headings

The section headings in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

5.10

No Presumption Against Drafting Party

5.11

Third Party Beneficiary

5.12

Survival

The representations and warranties set forth in Section 3 shall survive the Subscription Closing for 12 months after the Subscription Closing.

SCHEDULE 1: CAPITALIZATION TABLE OF PARENT

Ownership of Parent Securities immediately following the Subscription Closing

Name of Parent Shareholder	Consideration		Number of Ordinary Shares
Pure Blue	US$	1,561,341		3,326,970
Gooden Sunrise	US$	1,162,527		2,217,980
Forwater	US$	400		400,000
Yancoal	US$	17,753,783		4,864,050

[Signature pages follow]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	For and on behalf of

	YANCOAL INTERNATIONAL (HOLDING) CO., LIMITED

	By:
	Name:
	Title:	Director

[Signature Page to Yancoal Subscription Agreement]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	For and on behalf of

	Crouching Tiger Holding Limited

	By:
	Name:
	Title:	Director

[Signature Page to Yancoal Subscription Agreement]