PROXY AGREEMENT

Exhibit 10.22

PROXY AGREEMENT

This Proxy Agreement (the “Agreement”) is entered into effective as of May 18, 2010 between the following parties in Beijing.

Party A:		(1) Xxxxx Xxxxx, a citizen of the People’s Republic of China (the “PRC”).
		ID No.: 000000000000000000
		Address: Xx.0, Xxxxxxxx 00, Xx. 0 xx Xxxxxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx, XXX.
		(2) Ma Hongzhi, a citizen of the PRC.
		ID No.: 370631197202121015
		Address: Xx.0000, Xxxxxxxx 0, Xx.0 xx Xxxxxxxxxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx, XXX.
		(Xxxxx Xxxxx and Ma Hongzhi are collectively referred to 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: Rm. 1102 Beiguang Plaza, Xx. 00 Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx, XXX. Business Address: Xx. 0X, Xxxxxxx X, Xxxxxxxx 0 of Jinyuanshidai Business Center, Xx. 0 Xxxx Xxxxxxxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx, XXX.
Party C:		Beijing Satellite Science & Technology Co. Ltd., a limited liability company duly established and valid existing under the laws of the PRC. Registered Address: Xx.00, Xxxxxxxxxxxx Xxxxx Xxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx, XXX.

WHEREAS, Party A is the current legal shareholder of Party C and holds a 100% 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 representative, 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 – Satellite – Signature Page]

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

Party A:

/s/ Xxxxx Xxxxx

Xxxxx Xxxxx

/s/ Ma Hongzhi

Ma Hongzhi

Party B: Tri-Tech (Beijing) Co., Ltd. (seal)
By:		/s/ Xxxxxx Xxxx
Name:		Xxxxxx Xxxx
Its:		CEO

Party C: Beijing Satellite Science & Technology Co. Ltd. (seal)
By:		/s/ Xxxxx Xxxxx
Name:		Xxxxx Xxxxx
Its: