EXHIBIT 10.2 INVESTMENT MANAGEMENT CONTRACT
PARTY A: THE PEOPLE'S GOVERNMENT OF WUQING DISTRICT, TIANJIN CITY
PARTY B: GUANGDONG XINXINGMEI ENVIRONMENT PROTECTION SCIENCE AND
TECHNOLOGY INVESTMENT CO., LTD According to The Contract Law of the
People's Republic of China and other related laws and regulations,
Party A and Party B promised to manage Wuqing First Sewage Disposal
Factory via the way of BOT. In order to clarify rights and
obligations of two parties, it concludes the contract for mutual
observance after negotiation of two parties. 1. CONSTRUCTION OF
PROJECT OF SEWAGE DISPOSAL FACTORY 1.1 The name of project is
Wuqing First Sewage Disposal Factory. (It is called the Sewage
Disposal Factory). 1.2 The construction site is located in Tinan
Road in the Wuqing Development District 1.3 The design capacity of
disposal sewage of the project amounts to 10,000 tons/day. 1.4 The
total sum of project pricing is assumed to RMB 8-9 million. 1.5
According to the stipulation on article 1.3 in the contract, Party
B is responsible for project design, investment (financing),
construction, debug and management. 1.6 Party B selects "MHA Sewage
Disposal Techniques"(See attachment 1) as the applicable art for
the project. In terms of project design, it shall take the bases of
"Report of Evaluation on Environment Influence" and "Official
Response of Evaluation on Environment Influence" in order to design
the standard for water quality. The subject and index involved in
"Report of Evaluation on Environment Influence" and "Official
Response of Evaluation on Environment Influence" shall be taken as
the design parameter. Chart 1.1
|
---------------------------------------------------------------------------------------------
Subject Index of Water Access Index of Water Exceeding implements
the first standard of GB8978-96
---------------------------------------------------------------------------------------------
CODcr mg/L =
|
1.7 Party B is responsible for the following duties 1) The primary
design, the construction drawing design and the construction design
within the extent of the Sewage Disposal Factory(pound)>> 2)
The bidding for civil construction(pound)>> 3) The earthwork
digging and backfilling within the bound of the sewage disposal
factory(pound)>> 4) The civil construction project (including
indoor fitment, road and fence in the factory), the electric power
project, the project of water supply and drainage, the craftwork
equipment and the installation project, the virescence project, the
fire control, the flood prevention and etc within the bound of the
sewage disposal factory. 5) The design and construction on the
road, water and electricity between the bound of the sewage
disposal factory and the construction red line. 2 6) The debugging
on all the projects within the bound of the sewage disposal
factory(pound)>> 7) The uncompleted matters that are promised
by related laws, regulations, policies and the contract. 1.8 Party
A is responsible for construction on architecture establishment out
of water access and exceeding mouths of the sewage disposal
factory, which ensures the smooth delivery of the sewage and the
smooth discharging of the rinsing water. 1.9 Party A assists Party
B to contact a local bank and apply for loans on construction of
the sewage disposal factory. Party B is responsible for negotiating
with the bank for the detailed sum and the form of the loans. 1.10
Party A is responsible for providing the land for the project
covering 8 Mu for free, and meeting requirements for weight bearing
of 9 tons per square meters on the base. The deadline of the land
using right from Party B shall be the same with the deadline of the
sewage disposal factory managed by Party B. 1.11 Party B is
responsible for connecting road, water and electricity to the red
line on the land before construction, and ensuring the flattening
of the construction field 1.12 Party A assists Party B to transact
businesses which are under the administration of sectors of Party
A, such as project establishment, transferring of land using right
and other related procedures on declaring response and
establishment 1.13 Party A delivers the design and construction
invitation for Party B, meanwhile, Party A provides basic design
parameters such as red construction blueprint and underground
construction within the range of land use, elevation of pipelines
of water access and exceeding of the sewage disposal factory,
points of water use and electricity use. After receiving the
invitation from Party A, Party B shall complete the primary design
blueprint within 30 working days. After agreement from Party A
within 90 days since the next day, Party B shall complete
construction design and deliver it to be checked by Party A. After
qualification, Party A will sign in the checking contract. 1.14
When designing the project of the sewage disposal factory, Party B
is responsible for design a calculation establishment each for both
parties in the sewage factory for the sake of transportation
undertaken by Party A for establishment of the sludge storage 3
1.15 After complete all declaring procedures and blueprint
checking, and items promised on Article 1.11, Party A shall deliver
the construction notice to Party B, and Party B shall start
establishment within 7 days after it receives the notice. If the
consecutive construction period for the project of the sewage
disposal factory lasts for 300 days, the construction period shall
be calculated right from the construction day. l.16 In the
construction period of the project of the sewage disposal factory,
Party A shall assist Party B to apply for related derating policies
within the range of national policies, laws and regulations. And
Party A shall coordinate in solving conflicts and problems found in
local sites that influence the construction of Party B. 1.17 The
debugging period for Party B lasts for 90 days after the completion
of the project. Party A shall deliver the expenditure for the
sewage disposal to Party B according to the amount of sewage
disposed in practice and the standard of 0.40% RMB per ton. (When
the sewage amount provided from Party A is lower than the minimal
sewage amount promised on Article 2.5 in the contract, Party A will
pay the expenditure for the sewage disposal to Party B according to
the minimal sewage amount promised on Article 2.5 and the stand of
0.40% RMB per ton. 1.18 After completion of the project and
qualification of the debugging, Party B will inform Party A for
acceptance of the project. After receiving the notice of project
acceptance within 7 days, according to the blueprint and the
signature of both Parties, Party A shall complete acceptance for
the project within 10 working days. If Party A can't complete the
acceptance within the time, it is considered for qualification.
1.19 The acceptance and supervision unit for the water quality from
the sewage project is Wuqing District Environment Supervision
Station. Provided the supervision result meet the guideline listed
in the chart of 1.1 in the contract sheet, it is considered as
qualified acceptance. Party B can consign the national station to
take the business of supervision if necessary, and take the
supervised data from the national center station as the norm. The
daily disposal scale for the acceptance of the sewage shall be
based on the design scale. If Party A can't provide the amount of
sewage for the sewage design, it doesn't influence the acceptance
of the project. 2. MANAGEMENT OF THE SEWAGE DISPOSAL FACTORY 2.1
The confirmation on the period of management for Party B shall
start from the qualification day of the project. The contract
terminates on the same day 20 years later. Within the period, Party
B shall manage the sewage disposal factory independently with the
agreement. as the return for investment, Party B shall possess the
profit made in the factory. 4 2.2 Within the management period,
Party B is no
