PROXY AGREEMENT

EX-10.9 12 dex109.htm EXHIBIT 10.9 Exhibit 10.9

Exhibit 10.9

PROXY AGREEMENT

This Proxy Agreement (the “Agreement”) is entered into effective as of November 28, 2008 between the following parties in Beijing, People’s 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, Dormintory 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, Jiang’anxi 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.

  (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 aforementioned persons 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 a current legal shareholder of Party C and holds a 92.86% interest in Party C;

WHEREAS, Party C and Party B, have entered into an Exclusive Technical and Consulting Service Agreement and other agreements. In order to perform the above agreements, Party A is willing to entrust the person designated by Party B (the “Proxy”) with its shareholder’s rights in Party C under PRC laws.

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 irrevocably entrust the Proxy with all of its shareholder’s rights in Party C, including, but not limited to, the right to attend shareholders’ meetings, the right to execute shareholders’ resolutions, the right to sell, assign, transfer or pledge all or any of Party A’s equity interests in Party C, and the right to vote such equity interests for all matters

 

including, but not limited to, the appointment of legal representatives, board members, executive directors, inspectors, chief managers and other senior management officers.

 

2. Party B agrees to designate the Proxy who shall be entrusted by Party A, and such person shall represent Party A in all matters relating to the exercise of its shareholder’s rights pursuant to this Agreement.

 

3. Party A and Party B hereby acknowledge that if Party B withdraws the appointment of the Proxy, Party A will withdraw the authorization of the Proxy and shall authorize another person(s) designated by Party B to exercise the rights of Party A relating to its equity interest in Party C.

 

4. This Agreement has been duly executed by all of the Parties and/or their authorized representatives as of the date first set forth above and shall be effective simultaneously.

 

5. This Agreement shall be executed and come into effect as of the date first set forth above. 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 written agreement by each Party.

 

6. Any amendment and/or rescission of this Agreement shall be in writing and executed upon all of the Parties hereto.

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

[Proxy Agreement – BYY Water Tech – 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

/a/ WANG Ziqiang

WANG Ziqiang

/s/ GUO Song

GUO Song

/s/ WANG Yi

WANG Yi

/s/ ZHUANG Yongzhen

ZHUANG Yongzhen

/s/ WANG Yiguo

WANG Yiguo

/s/ HU Guizhou

HU Guizhou

/a/ WANG Jianqiu

WANG Jianqiu

/s/ HUANG Qian

HUANG Qian

/s/ JIAN 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:

   ZHAO Wanzong

Its:

   President

Party C: Beijing Yanyu Water

Tech Co. Ltd. (seal)

By:

  

/s/ HU Guizhou

Name:

   HU Guizhou

Its:

   Authorized Representative