MANAGEMENT FEE PAYMENT AGREEMENT
Exhibit 10.8
MANAGEMENT FEE PAYMENT AGREEMENT
This Management Fee Payment Agreement (the Agreement) is entered into effective as of November 28, 2008 between the following parties in Beijing, Peoples Republic of China (the PRC).
Party A: | (1) ZHANG Shu, a citizen of the PRC |
ID No. 230603197109030024 |
Address: Room 502, Unit 1, No. 2-17, Xinghua Avenue, Longfeng District, Daqing City, Heilongjiang Province, PRC. |
(2) DONG Pengyu, a citizen of the PRC.
ID No. 320103196805232017 |
Address: Room 201, Unit 1, No. 20, West Xuanwu Avenue, Xuanwu District, Beijing, PRC. |
(3) WANG Yanmin, a citizen of the PRC.
ID No. 110105195401292127 |
Address: Room 9, Unit 1, Building 18, Block 12, Heping Street, Chaoyang District, Beijing, PRC. |
(4) SU Guiying, a citizen of the PRC.
ID No. 110108195012175487 |
Address: Room 602, Building 12, No. 20, Chegongzhuangxi Road, Haidian District, Beijing, PRC. |
(5) MA Jifeng, a citizen of the PRC.
ID No. 110102195205242334 |
Address: Room 601, Unit 6, Building 1, No. 2, Sanlihe Zone 1, Xicheng District, Beijing, PRC. |
(6) XU Peiliang, a citizen of the PRC.
ID No. 110108193602171815 |
Address: Room 210, Dormitory 311, Yanbeiyuan, Beijing Unversity, Haidian District, Beijing, PRC. |
(7) MIAO Haitao, a citizen of the PRC.
ID No. 110108196109116031 |
Address: Room 603, Unit 1, Building 10, Puhuibeili, Haidian District, Beijing, PRC. |
(8) WANG Ziqiang, a citizen of the PRC. |
ID No. 110106196807243350 |
Address: No. 59, Donghuamen Avenue, Dongcheng District, Beijing, PRC. |
(9) GUO Song, a citizen of the PRC.
ID No. 110224197009160510 |
Address: Room 302, Unit 1, Building 4, Nanding Village, Fengtai District, Beijing, PRC. |
(10) WANG Yi, a citizen of the PRC.
ID No. 11010619701128301X |
Address: Room 27, Building 12, Hanzhuangzierli, Fengtai District, Beijing, PRC. |
(11) ZHUANG Yongzhen, a citizen of the PRC.
ID No. 110104195301022510 |
Address: Room 307, Building 6, Jianganxi Road, Chaoyang District, Beijing, PRC. |
(12) WANG Yiguo, a citizen of the PRC.
ID No. 36040219720421291X |
Address: Room 303, Unit 15, Building 7, Jiamingtongcheng Zone 1, No. 86, Beiyuan Road, Chaoyang District, Beijing, PRC. |
(13) HU Guizhou, a citizen of the PRC.
ID No. 340803196507092679 |
Address: Room.43, Building 11, Shihua Village 2, Daguan District, Anqing City, Anhui Province, PRC. |
(14) WANG Jianqiu, a citizen of the PRC.
ID No. 110105196409200818 |
Address: Room 701, Flat No. 15, Yongding Road, Haidian District, Beijing, PRC. |
(15) HUANG Qian, a citizen of the PRC.
ID No. 110101196710092021 |
Address: Room 102, Unit 3, Building 17, Block 3, Anzhenli, Chaoyang District, Beijing, PRC. |
(16) JIA Hui, a citizen of the PRC.
ID No. 51112519640703401X |
Address: Room 2605, Building 16, No. 172, Beiyuan Road, Chaoyang District, Beijing, PRC. |
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(17) DENG Dunxia, a citizen of the PRC.
ID No. 370503195903270013 |
Address: Room 806, Building 22, No. 77, Beisanhuanzhong Road, Haidian District, Beijing, PRC. |
(18) LIU Niya, a citizen of the PRC.
ID No. 37070219701216136X |
Address: Room 1008, Suite C, Jiarunhuayuan, Chaoyang District, Beijing, PRC. |
(The eighteen persons aforementioned are collectively referred to herein as Party A)
Party B: | Tri-Tech (Beijing) Co., Ltd., a wholly foreign-owned enterprise duly established and valid existing under the laws of the PRC. Registered Address: Room 1102 Beiguang Plaza, No. 23 Huangsi Avenue, Xicheng District, Beijing, PRC. Business Address: Room 5D, Section A Building 2 of Jinyuanshidai Business Center, No. 2 East Landianchang Road, Haidian District, Beijing, PRC. |
Party C: | Beijing Yanyu Water Tech Co., Ltd., a limited liability company duly established and valid existing under the laws of the PRC. |
Registered Address: Room 518, 5th Floor, South Building, No. A3 Cuiwei Road, Wanshou Road Street, Haidian District, Beijing, PRC. |
WHEREAS, Party A is the current legal shareholder of Party C and holds a 100% interest in Party C;
WHEREAS, Party A, Party B and Party C, have entered into a Proxy Agreement, Exclusive Equity Interest Purchase Agreement (the Purchase Agreement) and other agreements.
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NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. | Party A hereby agrees to make the payment stipulated in Article 2 hereunder to Party B, at the time stipulated in Article 3 hereunder, as a fee for serving as a proxy and providing company management (the Management Fee). |
2. | The amount of the Management Fee under Article 1 hereof shall be the same as the amount Party A receives as the Transfer Fee from Party B pursuant to the Purchase Agreement. |
3. | Payment of the Management Fee under Article 1 hereof shall coincide with payment of the Transfer Fee under the Purchase Agreement. |
4. | This Agreement has been duly executed by each of the Parties and/or their authorized representatives and shall take effect as of the date first set forth above. |
5. | This Agreement shall expire on the date that is twenty-five (25) years following the date hereof. This Agreement may be extended prior to termination upon the written agreement of each Party. |
6. | Any amendment supplement or rescission of this Agreement shall be effective if made in writing and executed by all of the Parties hereto. |
[Remainder of Page Left Intentionally Blank Signature Page Follows]
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[Management Fee Agreement BYY Signature Page]
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.
Party A: |
/s/ ZHANG Shu |
ZHANG Shu |
/s/ DONG Pengyu |
DONG Pengyu |
/s/ WANG Yanmin |
WANG Yanmin |
/s/ SU Guiying |
SU Guiying |
/s/ MA Jifeng |
MA Jifeng |
/s/ XU Peiliang |
XU Peiliang |
/s/ MIAO Haitao |
MIAO Haitao |
/s/ WANG Ziqiang |
WANG Ziqiang |
/s/ GUO Song |
GUO Song |
/s/ WANG Yi |
WANG Yi |
/s/ ZHUANG Yongzhen |
ZHUANG Yongzhen |
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/s/ WANG Yiguo |
WANG Yiguo |
/s/ HU Guizhou |
HU Guizhou |
/s/ WANG Jianqiu |
WANG Jianqiu |
/s/ HUANG Qian |
HUANG Qian |
/s/ JIA Hui |
JIA Hui |
/s/ DENG Dunxia |
DENG Dunxia |
/s/ LIU Niya |
LIU Niya |
Party B: Tri-Tech (Beijing) Co., Ltd. (seal) | ||
By: | /s/ ZHAO Wanzong | |
Name: Its: | ZHAO Wanzong President |
Party C: Beijing Yanyu Water Tech Co. Ltd. (seal) | ||
By: | /s/ HU Guizhou | |
Name: Its: | HU Guizhou Authorized Representative |
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