PROXY AGREEMENT
Exhibit 10.9
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) XXXXX Xxx, a citizen of the PRC. |
| ID No. 230603197109030024 |
| Address: Room 502, Xxxx 0, Xx. 0-00, Xxxxxxx Xxxxxx, Xxxxxxxx District, |
| Daqing City, Heilongjiang Province, PRC. |
| (2) DONG Pengyu, a citizen of the PRC. |
| ID No. 320103196805232017 |
| Address: Xxxx 000, Xxxx 0, Xx. 00, Xxxx Xxxxxx Avenue, Xuanwu District, |
| Beijing, PRC. |
| (3) XXXX Xxxxxx, a citizen of the PRC. |
| ID No. 110105195401292127 |
| Address: Xxxx 0, Xxxx 0, Xxxxxxxx 00, Xxxxx 00, Xxxxxx Xxxxxx, Xxxxxxxx |
| Xxxxxxxx, Xxxxxxx, XXX. |
| (4) SU Guiying, a citizen of the PRC. |
| ID No. 110108195012175487 |
| Address: Xxxx 000, Xxxxxxxx 00, Xx. 00, Xxxxxxxxxxxxxxx Xxxx, Xxxxxxx |
| Xxxxxxxx, Xxxxxxx, XXX. |
| (5) MA Jifeng, a citizen of the PRC. |
| ID No. 110102195205242334 |
| Address: Room 601, Xxxx 0, Xxxxxxxx 0, Xx. 0, Xxxxxxx Xxxx 0, Xxxxxxx |
| Xxxxxxxx, Xxxxxxx, PRC. |
| (6) XU Peiliang, a citizen of the PRC. |
| ID No. 110108193602171815 |
| Address: Xxxx 000, Xxxxxxxxxx 000, Xxxxxxxxxx, Xxxxxxx Unversity, Haidian |
| District, Beijing, PRC. |
| (7) XXXX Xxxxxx, a citizen of the PRC. |
| ID No. 110108196109116031 |
| Address: Room 603, Xxxx 0, Xxxxxxxx 00, Xxxxxxxxxx, Xxxxxxx |
| Xxxxxxxx, Xxxxxxx, XXX. |
| (8) XXXX Xxxxxxx, a citizen of the PRC. |
| ID No. 110106196807243350 |
| Address: Xx. 00, Xxxxxxxxxx Xxxxxx, Xxxxxxxxx |
| Xxxxxxxx, Xxxxxxx, XXX. |
| (9) GUO Song, a citizen of the PRC. |
| ID No. 110224197009160510 |
| Address: Room 302, Xxxx 0, Xxxxxxxx 0, Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxx, |
| Xxxxxxx, XXX. |
| (10) XXXX Xx, a citizen of the PRC. |
| ID No. 11010619701128301X |
| Address: Xxxx 00, Xxxxxxxx 00, Xxxxxxxxxxxxxxx, Xxxxxxx |
| Xxxxxxxx, Xxxxxxx, XXX. |
| (11) ZHUANG Yongzhen, a citizen of the PRC. |
| ID No. 110104195301022510 |
| Address: Xxxx 000, Xxxxxxxx 0, Xxxxx’anxi Road, Chaoyang |
| District, Beijing, PRC. |
| (12) XXXX Xxxxx, a citizen of the PRC. |
| ID No. 36040219720421291X |
| Address: Xxxx 000, Xxxx 00, Xxxxxxxx 0, Xxxxxxxxxxxxxxxx Xxxx 1, Xx. 00, |
| Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx, XXX. |
| (13) HU Guizhou, a citizen of the PRC. |
| ID No. 340803196507092679 |
| Address: Xxxx 00, Xxxxxxxx 00, Xxxxxx Xxxxxxx 0, Xxxxxx Xxxxxxxx, Anqing City, |
| Anhui Province, PRC. |
| (14) WANG Jianqiu, a citizen of the PRC. |
| ID No. 110105196409200818 |
| Address: Room 701, Xxxx, Xx. 00, Xxxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx, |
| XXX. |
| (15) XXXXX Xxxx, a citizen of the PRC. |
| ID No. 110101196710092021 |
| Address: Room 102, Xxxx 0, Xxxxxxxx 00, Xxxxx 0, Xxxxxxxx, Xxxxxxxx District, |
| Beijing, PRC. |
| (16) XXX Xxx, a citizen of the PRC. |
| ID No. 51112519640703401X |
| Address: Room 2605, Xxxxxxxx 00, Xx. 000, Xxxxxxx Xxxx, Xxxxxxxx District, |
| Beijing, PRC. |
| (17) DENG Dunxia, a citizen of the PRC. |
| ID No. 370503195903270013 |
| Address: Xxxx 000, Xxxxxxxx 00, Xx. 00, Xxxxxxxxxxxxxxx Xxxx, Xxxxxxx |
| Xxxxxxxx, Xxxxxxx, XXX. |
| (18) XXX Xxxx, a citizen of the PRC. |
| ID No. 37070219701216136X |
| Address: Xxxx 0000, Xxxxx X, Xxxxxxxxxxxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx, XXX. |
(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, Xx. 00 Xxxxxxx Xxxxxx, |
| Xxxxxxx Xxxxxxxx, Xxxxxxx, XXX. |
| Business Address: Xxxx 0X, Xxxxxxx X, Xxxxxxxx 0 of Jinyuanshidai Business |
| Center, Xx. 0 Xxxx Xxxxxxxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx, XXX. |
| 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: Xxxx 000, 0xx Xxxxx, Xxxxx Xxxxxxxx, Xx. X0, 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 Xxx |
| XXXXX Shu |
| /s/ DONG Pengyu |
| DONG Pengyu |
| /s/ XXXX Xxxxxx |
| XXXX Xxxxxx |
| /s/ SU Xxxxxxx |
| XX Guiying |
| /s/ MA Jifeng |
| MA Jifeng |
| /s/ XU Xxxxxxxx |
| XX Peiliang |
| /s/ XXXX Xxxxxx |
| XXXX Xxxxxx |
| /a/ XXXX Xxxxxxx |
| XXXX Xxxxxxx |
| /s/ GUO Xxxx |
| XXX Song |
| /s/ XXXX Xx |
| XXXX Xx |
| /s/ ZHUANG Xxxxxxxx |
| XXXXXX Yongzhen |
| /s/ XXXX Xxxxx |
| XXXX Xxxxx |
| /s/ HU Guizhou | ||
| HU Guizhou | ||
| /a/ WANG Xxxxxxx | ||
| XXXX Jianqiu | ||
| /s/ XXXXX Xxxx | ||
| XXXXX Qian | ||
| /s/ XXXX Xxx | ||
| XXX Xxx | ||
| /s/ XXXX Dunxia | ||
| DENG Dunxia | ||
| /s/ XXX Xxxx | ||
| XXX Xxxx | ||
| Party B: Tri-Tech (Beijing) Co., Ltd. (seal) | ||
| By: |
/s/ XXXX Xxxxxxx | |
| Name: |
XXXX Xxxxxxx | |
| Its: |
President | |
| Party C: Beijing Yanyu Water Tech Co. Ltd. (seal) | ||
| By: |
/s/ HU Guizhou | |
| Name: |
HU Guizhou | |
| Its: |
Authorized Representative | |
