Unassociated Document


    Exhibit
10.8

    


    Early
Loan Repayment and Termination Agreement

    


    This
Early Loan Repayment and Termination Agreement (“Agreement”) is entered into by
and between the following parties on July 13, 2010:

    


    Wuhan Blower Co., Ltd., a
limited liability company incorporated pursuant to PRC laws, with its principal
business address at Canglongdao Science Park, Miaoshan Development Zone,
Jiangxia District, Wuhan City, Hubei Province (“Borrower A”);

    


    Wuhan Generating Equipment Co.,
Ltd., a limited liability company incorporated pursuant to PRC laws,
with its principal business address at Canglongdao Science Park, Jiangxia
District, Wuhan City, Hubei Province (“Borrower B”);

    


    Wuhan Sungreen Environment Protection
Equipment Co., Ltd., a limited liability company incorporated pursuant to
PRC laws, with its principal business address at 272 East Checheng Road, Wuhan
Economic and Technological Development Zone, Wuhan City, Hubei
Province (“Borrower
C”) (Borrower A,
B and C collectively referred to as “Joint
Borrowers”);

    


    and

    


    Standard Chartered Bank (China) Co.,
Ltd., Guangzhou
Branch, a domestic commercial bank incorporated pursuant to PRC laws,
with its principal business address at 10/F, 8 Huaxia Road, Zhujiang New City,
Guangzhou (“Lender”).
The Lender shall also act as the financing agency bank and security agency
bank.

    


    Whereas,

    


    1. The
Joint Borrowers, Lender and Guarantor entered into a loan agreement on December
2, 2009 (“Loan
Agreement”) and a modification agreement to the relevant Loan Agreement
in December, 2009 (“Modification Agreement”). The
Loan Agreement and Modification Agreement are collectively referred to as
financing agreements herein (“Financing Agreements”). The
relevant parties signed the real estate mortgage contracts and other security
documents for purpose of securing the loan under the Financing
Agreements.

    


    2.
Pursuant to the Financing Agreements, the Lender granted the Joint Borrowers RMB
68.5 million on December 17, 2009 and RMB 89.09 million on January 29,
2010;

    


    3. Each
party agrees that, the Joint Borrowers may early repay all the loans granted by
the Lender, and after the principal plus interest of the loan is repaid, all the
parties may early terminate the Financing Agreements pursuant to this
agreement.

    


    Upon
mutual friendly negotiation, each party to this agreement agrees as follows on
the early loan repayment, early termination of the Financing Agreements and the
relevant matters.

    


    1.
Confirmation of Debts

    Each
party to this agreement confirms that, as of the execution date of this
agreement, the Lender has granted the Joint Borrowers the loan principal in the
total amount of RMB 157.6 million pursuant to the Financing Agreements, and the
details are as follows:

    


    
      
        
          
            
              
                
                  
                    	
                            Loan
      Principal Amt

                            (RMB)

                          	 
      	
                            Loan
      Grant Date

                          	 
      	
                            Original
      Loan Term

                          	 
      	
                            Accumulated

                            Interest
      as of July 9,

                            2010

                          	 
      	
                            Interest
      Rate

                            Calculation

                            Standard

                          
	
                            68,504,088

                          	 
      	
                            Dec
      17, 2009

                          	 
      	
                            Dec
      17, 2012

                          	 
      	
                            393,517.93

                          	 
      	
                            regular
      annual interest rate:  9.40%

                          
	
                            89,095,912

                          	 
      	
                            Jan
      29, 2010

                          	 
      	
                            Dec
      17, 2012

                          	 
      	
                            511,806.52

                          	 
      	
                            regular
      annual interest
rate:  9.40%

                          


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Each
party to this agreement confirms that, as of July 9, 2010, the Joint Borrowers
shall repay the Lender the principal plus interest in the total amount of RMB
158,505,324. The Joint Borrowers agree to early repay all the loan principal
plus interest under the Financing Agreements.

    


    2.
Arrangement of Satisfaction

    The Joint
Borrowers applies for and the Lender agrees with the early repayment of the loan
owed to the Lender by the Joint Borrowers. With regard to the debts referred to
in Article 1 herein, each party agrees that the debts shall be settled on July
13, 2010 and repaid in accordance with the following manners:

    


    (1) The
Joint Borrowers shall make all the payments payable and due to the Lender to the
account designated by the Lender by July 13, 2010.

    


    (2) The
Joint Borrowers shall be jointly and severally liable for the satisfaction of
the foregoing debts.

    


    3.
Termination of Agreement

    Each
party to this agreement agrees that, the Financing Agreements may be early
terminated if the debts listed in Article 1 herein are repaid pursuant to
Article 2 herein. Any article of the Financing Agreements shall no longer be
performed (with the exception of Confidentiality and Dispute
Resolution).

    


    The
Lender agrees to issue certification documents for the release of the security
of land, house properties and equipment relevant to the loan within five
business days after the termination of Financing Agreements, and entrusts its
staff members to go to Wuhan to assist the Joint Borrowers in completing the
procedures and work required for the security release as soon as
possible.

    


    4.
Expression

    The terms
and expressions referred to in this agreement shall have the same meaning with
those used in the Loan Agreement.

    


    5.
Performance of Agreement

    Upon the
execution of this agreement, each party to this agreement shall sign all the
relevant documents and adopt all the necessary measures so as to ensure the
purpose of this agreement is fulfilled.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              Borrower
      A

            	
              Wuhan
      Blower Co., Ltd.

            
	
              Official
      Seal

            	
              /Seal
      of Wuhan Blower Co., Ltd. /

            
	
              Authorized
      Signature

            	 
      
	
              Title

            	 
      
	 
      	 
      
	
              Borrower
      B

            	
              Wuhan
      Generating Equipment Co., Ltd.

            
	
              Official
      Seal

            	
              /Seal
      of Wuhan Generating Equipment Co., Ltd. /

            
	
              Authorized
      Signature

            	 
      
	
              Title

            	 
      
	 
      	 
      
	
              Borrower
      C

            	
              Wuhan
      Sungreen Environment Protection Equipment Co., Ltd.

            
	
              Official
      Seal

            	
              /Seal
      of Wuhan Sungreen Environment Protection Equipment Co.,
    Ltd./

            
	
              Authorized
      Signature

            	 
      
	
              Title

            	 
      
	 
      	 
      
	
              Lender/
      Financing Agent/ Security Agent

            	
              Standard
      Chartered Bank (China) Co., Ltd. Guangzhou Branch

            
	
              Official
      Seal

            	
              /Seal
      of Standard Chartered Bank (China) Co., Ltd. Guangzhou Branch
      /

            
	
              Authorized
      Signature

            	 
      
	
              Title

            	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Supplemental Agreement to
Early Loan Repayment and Termination Agreement

    


    This
Supplemental Agreement to Early Loan Repayment and Termination Agreement
(“Supplemental Agreement”) is entered into by and between the following parties
on July 13, 2010:

    


    Wuhan Blower Co., Ltd., a
limited liability company incorporated pursuant to PRC laws, with its principal
business address at Canglongdao Science Park, Miaoshan Development Zone,
Jiangxia District, Wuhan City, Hubei Province (“Borrower A”);

    


    Wuhan Generating Equipment Co.,
Ltd., a limited liability company incorporated pursuant to PRC laws,
with its principal business address at Canglongdao Science Park, Jiangxia
District, Wuhan City, Hubei Province (“Borrower B”);

    


    Wuhan Singreen Environment Protection
Equipment Co., Ltd., a limited liability company incorporated pursuant to
PRC laws, with its principal business address at 272 East Checheng Road, Wuhan
Economic and Technological Development Zone, Wuhan City, Hubei Province
(“Borrower C”) (Borrower A, B and C
collectively referred to as “Joint
Borrowers”);

    


    and

    


    Standard Chartered Bank (China) Co.,
Ltd., Guangzhou
Branch, a domestic commercial bank incorporated pursuant to PRC laws,
with its principal business address at 10/F, 8 Huaxia Road, Zhujiang New City,
Guangzhou (“Lender”).
The Lender shall also act as the financing agency bank and security agency
bank.

    


    Whereas,

    


    1. The
Joint Borrowers, Lender and Guarantor entered into a loan agreement on December
2, 2009 (“Loan
Agreement”) and a modification agreement to the relevant Loan Agreement
in December, 2009 (“Modification Agreement”).
Borrower A and the Lender entered into a RMB/ foreign currency financing letter
on March 27, 2009 and made an amendment to this financing letter on August 5,
2009 (collectively referred to as “Financing Letter”). In this
supplemental agreement, the Loan Agreement, Modification Agreement and Financing
Letter shall be collectively referred to as “Financing Documents”. For the
purpose of securing the loan under the Financing Documents, the relevant parties
entered into the real estate mortgage contracts and other security
documents;

    


    2.
Pursuant to the Financing Documents, the Lender granted the Joint Borrowers RMB
68.5 million, RMB 89.09 million and RMB21.8 million respectively on December 17,
2009, January 29, 2010 and April 1, 2010;

    


    3. The
Joint Borrowers, Lender and Guarantor entered into an Early Loan Repayment and
Termination Agreement (“Termination Agreement”) on July 13, 2010. Each party
agrees that, based on the Termination Agreement, the Joint Borrowers may early
repay all the loans granted under the Loan Agreement, and after the principal
plus interest of the loans is repaid, all the parties may early terminate the
Loan Agreement;

    


    4. Each
party further agrees that, at the same time when the Loan Agreement is early
terminated, the Joint Borrowers shall also early repay all the loans under the
Financing Letter, and after the principal plus interest of the loans is repaid,
all the parties may early terminate the Financing Letter. In the meantime, by
signing this supplemental agreement, each party will make supplemental agreement
and specific arrangement for any matter uncovered in the Termination
Agreement.

    


    Upon
mutual friendly negotiation, each party to this agreement agrees as follows on
the supplemental matters of the Termination Agreement:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    1.
Confirmation of Debts

    Each
party to this agreement confirms that, as of July 9, 2010, the Lender has
granted the Joint Borrowers the loan principal in the total amount of RMB 179.4
million pursuant to the Financing Documents, and the details are as
follows:

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Loan
      Principal

                              Amt.

                              (RMB)

                            	 
      	
                              Loan
      Grant Date

                            	 
      	
                              Original
      Loan Term

                            	 
      	
                              Accumulated

                              Interest
      as of July 9,

                              2010

                            	 
      	
                              Interest
      Rate

                               Calculation

                              Standard

                            
	
                              68,504,088

                            	 
      	
                              Dec
      17, 2009

                            	 
      	
                              Dec
      17, 2012

                            	 
      	
                              393,517.93

                            	 
      	
                              regular
      annual interest rate:  9.40%

                            
	
                              89,095,912

                            	 
      	
                              an
      29, 2010

                            	 
      	
                              Dec
      17, 2012

                            	 
      	
                              Interest
      payable of 511,806.52 for the principal of 89,095,912

                            	 
      	
                              regular
      annual interest rate:  9.40%

                            
	 
      	 
      	 
      	 
      	 
      	 
      	
                              Penalty
      interest payable of 1, 811,250.00 for the appropriated principal of 50
      million

                            	 
      	
                              annual
      interest rate for the appropriated penalty
      interest:  8.10%

                            
	
                              21,800,000

                            	 
      	
                              Apr
      1, 2010

                            	 
      	
                              July
      30, 2010

                            	 
      	
                              335,060.55

                            	 
      	
                              regular
      annual interest
rate:  5.59%

                            


                    

                  

                

              

            

          

        

      

    

    


    Each
party to this agreement further confirms as follows on the debts:

    


    (1) Each
party agrees with and acknowledges the loan statement listed in the foregoing
table. As of July 9, 2010, the Joint Borrowers shall pay the Lender principal
plus interest in the total amount of RMB 182,451,634.99. The Joint Borrowers
agree to early repay the loan under the Loan Agreement, with a principal plus
interest in the total amount of RMB 158,505,324.00 (with the specific amount
subject to the calculation on the repayment date);

    


    (2) Each
party agrees and confirms that, saving the principal plus interest listed in
Article 1.(1) herein, pursuant to Article 15.2 of the Loan Agreement, the Joint
Borrowers shall compensated the Lender for the swap loss, in consideration of
the early repayment of the loan by the Joint Borrowers. The compensation by the
Joint Borrowers for the swap loss suffered by the Lender totals 6,348,715.00
(with the specific amount subject to the actual amount of the date on which the
swap is discharged);

    


    (3) For
the purpose of the loan, King & Wood Law Firm and PricewaterhouseCoopers LLP
respectively provided professional consulting service, and the Joint Borrowers
agree to pay King & Wood an attorney’s fee of RMB 263,712.82 and
PricewaterhouseCoopers an auditing service fee of RMB 295,820.00;

    


    (4) For
the purpose of the loan, the Joint Borrowers have paid the Lender and its
affiliated companies a consulting service fee of RMB 12,608,000.00. Pursuant to
the agreement of the consulting contract, any consulting fee already paid will
not be refunded because of the early termination of the consulting contract or
the Loan Agreement. However, the Lender agrees herein to refund the Joint
Borrowers an attorney’s fee in the amount equivalent to the sum of penalty
interest on the appropriated principal plus swap discharge fee, which amounts to
RMB 8, 159,965.00 as of July 9, 2010, provided that the foregoing debts are
fully satisfied by the Joint Borrowers (with the specific amount of refund
subject to the calculation on the actual repayment date).

    


    2.
Arrangement of Satisfaction

    The Joint
Borrowers applies for and the Lender agrees with the early repayment of the loan
owed to the Lender by the Joint Borrowers. With regard to the debts referred to
in Article 1 herein, each party agrees that the debts shall be settled on July
13, 2010 and repaid in accordance with the following manners:

    


    (1) The
Joint Borrowers shall repay all the principal plus interest payable and due to
the Lender under the Loan Agreement, which totals RMB 158,505,324.00 to the
account designated by the Lender by July 13, 2010, with the specific amount
subject to the calculation on the actual repayment date;

    


    (2) Each
party agrees that, the borrowers shall repay the loan under the Financing Letter
in the total amount of RMB 21.8 million by July 31, 2010 and the repayment shall
not be overdue;

    


    (3) Each
party agrees that, the penalty interest and swap discharge fee shall be deducted
from the consulting fee refunded by the Standard Chartered Consulting and
directly paid to the relevant parties;

    


    (4) Each
party agrees that, the Joint Borrowers shall pay in the full amount for the
attorney’s fee and auditing service fee referred to in Article 1 (3) herein by
July 31, 2010;

    


    (5) The
Joint Borrowers shall be jointly and severally liable for the satisfaction of
the foregoing debts.

    


    3.
Termination of Agreement

    Non-fixed
assets security under the Financing Documents includes but not limited to equity
mortgage, trademark mortgage and etc, which shall not be discharged until the
loan and professional consulting fee under the Financing Letter is repaid in
full.

    


    4.
Expression

    The terms
and expressions referred to in this agreement shall have the same meaning with
those used in the Loan Agreement.

    


    5.
Performance of Agreement

    Upon the
execution of this agreement, each party to this agreement shall sign all the
relevant documents and adopt all the necessary measures so as to ensure the
purpose of this agreement is fulfilled. This supplemental agreement shall be
deemed as the effective supplement to the Termination Agreement. Should there be
any inconsistency between this supplemental agreement and Termination Agreement,
this supplemental agreement shall prevail.

    


    6.
Signing

    This
supplemental agreement shall become effective upon the signatures of each
party’s authorized representative.

    


    Each
party to this supplemental agreement has caused this agreement to be signed by
its duly authorized representative on the date first set forth
above.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  	
                          Borrower
      A

                        	
                          Wuhan
      Blower Co., Ltd.

                        
	
                          Official
      Seal

                        	
                          /Seal
      of Wuhan Blower Co., Ltd. /

                        
	
                          Authorized
      Signature

                        	 
      
	
                          Title

                        	 
      
	 
      	 
      
	
                          Borrower
      B

                        	
                          Wuhan
      Generating Equipment Co., Ltd.

                        
	
                          Official
      Seal

                        	
                          /Seal
      of Wuhan Generating Equipment Co., Ltd. /

                        
	
                          Authorized
      Signature

                        	 
      
	
                          Title

                        	 
      
	 
      	 
      
	
                          Borrower
      C

                        	
                          Wuhan
      Singreen Environment Protection Equipment Co., Ltd.

                        
	
                          Official
      Seal

                        	
                          /Seal
      of Wuhan Singreen Environment Protection Equipment Co.,
    Ltd./

                        
	
                          Authorized
      Signature

                        	 
      
	
                          Title

                        	 
      
	 
      	 
      
	
                          Lender/
      Financing Agent/ Security Agent

                        	
                          Standard
      Chartered Bank (China) Co., Ltd. Guangzhou Branch

                        
	
                          Official
      Seal

                        	
                          /Seal
      of Standard Chartered Bank (China) Co., Ltd. Guangzhou Branch
      /

                        
	
                          Authorized
      Signature

                        	 
      
	
                          Title