exv4w5






Exhibit 4.5




ACKNOWLEDGEMENT, AMENDMENT AND WAIVER




     THIS ACKNOWLEDGEMENT, AMENDMENT AND WAIVER (this “Acknowledgement, Amendment and
Waiver”) is made as of this 1st day of June 2009, by and among DUOYUAN GLOBAL WATER INC., a
company limited by shares incorporated under the laws of the British Virgin Islands (the
“Company”), DUOYUAN INVESTMENTS LTD., a company limited by shares incorporated under the
laws of the British Virgin Islands (the “Key Holder”), GEEMF III HOLDINGS MU, a private
company limited by shares organized under the laws of the Republic of Mauritius (the
“Investor”), and MR. WENHUA GUO, a citizen of the People’s Republic of China
(“PRC”), identification number 110101196111094535, whose primary place of business is
located at No. 3 Jinyuan Road, Daxing Industrial Development Zone, Beijing 102600, PRC (the
“Founder”, and together with the Company, the Key Holder and the Investor, the
“Parties”).



RECITALS




     WHEREAS, reference is made to the Share Purchase Agreement, dated as of February 5, 2008, by
and among the Company, the Key Holder, the Investor and the Founder (the “Purchase
Agreement”), the Investors’ Rights Agreement, dated as of February 5, 2008, by and among the
Company, the Key Holder, the Investor and the Founder (the “Investors’ Rights Agreement”),
the Voting Agreement, dated as of February 5, 2008, by and among the Company, the Key Holder, the
Investor and the Founder (the “Voting Agreement”), the Right of First Refusal and Co-Sale
Agreement, dated as of February 5, 2008, by and among the Company, the Key Holder, the Investor and
the Founder (the “Right of First Refusal Agreement”), and Waiver and Consent, dated as of
December 2, 2008, by and among the Company, the Key Holder, the Investor and the Founder (the
“Waiver” and together with the Purchase Agreement, the Investors’ Rights Agreement, the
Voting Agreement and the Right of First Refusal Agreement, the “GEEMF Investment
Documents”); and



     WHEREAS, the Parties desire to acknowledge and agree to an existence of a “Qualified Public
Offering”, amend and waive certain provisions of the Investors’ Rights Agreement, including
terminating certain of the Investor’s rights, pursuant to Section 6.6 of the Investors’ Rights
Agreement, terminate certain of the Investor’s rights under the Purchase Agreement and terminate
all of the Investor’s rights under the Voting Agreement, the Right of First Refusal Agreement and
the Waiver.



     NOW, THEREFORE, in consideration of the mutual terms, conditions and other agreements set
forth herein and intending to be legally bound hereby, the Parties hereby agree as follows:


1.     Defined Terms. Unless otherwise defined herein, capitalized terms shall have the
meanings ascribed to them in the Investors’ Rights Agreement.




 









 







2.     Amendment. Section 5 of the Investors’ Rights Agreement is hereby deleted in its
entirety and replaced with the following: [Intentionally Omitted].



3.     Qualified Public Offering; Termination of Certain Investors’ Rights.





     (a) The Parties acknowledge and agree to an existence of a “Qualified Public Offering”
as defined in the Purchase Agreement. Notwithstanding anything to the contrary, the Parties
acknowledge and agree that the initial public offering by the Company of 5,000,000 American
Depositary Shares (“ADS”), each ADS representing two Ordinary Shares of the Company,
in a firmly underwritten public offering pursuant to the Registration Statement on Form F-1
filed with the Securities and Exchange Commission on June 1, 2009 (the “IPO”)
shall fully satisfy and meet the definition of “Qualified Public Offering” as set forth in
the Purchase Agreement.




     (b) For the avoidance of doubt, the Parties acknowledge and agree that any and all of
the rights of the Investor under the Investors’ Rights Agreement have been expressly waived
by the Investor and all such rights shall terminate upon the completion of the IPO;
provided, however, that the right of any Holder to request registration or
inclusion of Registrable Securities in any registration pursuant to Section 2.1 or Section
2.2 of the Investors’ Rights Agreement shall not terminate upon the completion of the IPO
but shall terminate only in accordance with Section 2.12 of the Investors’ Rights Agreement.




     (c) For the avoidance of doubt, the Parties acknowledge and agree that any and all of
the rights of the Investor under the Purchase Agreement have been expressly waived by the
Investor and all such rights shall terminate upon the completion of the IPO;
provided, however, that the right of the Investor to seek indemnification
under Article 6 of the Purchase Agreement shall survive pursuant to the terms set forth in
the Purchase Agreement.




     (d) For the avoidance of doubt, the Parties acknowledge and agree that any and all of
the rights of the Investor under the Voting Agreement, the Right of First Refusal Agreement
and the Waiver have been expressly waived by the Investor and all such rights shall
terminate upon the completion of the IPO.




     (e) This Acknowledgement, Amendment and Waiver and the rights and obligations of the
Parties hereunder shall terminate simultaneously with the cancellation, termination or
abandonment of the IPO or the withdrawal or removal of the Registration Statement on Form
F-1 filed with the Securities and Exchange Commission on June 1, 2009.


4.     Governing Law. This Acknowledgement, Amendment and Waiver shall be governed by and
construed exclusively in accordance the internal laws of the State of New York (as permitted by
Section 5-1401 of the New York General Obligations Law (or any similar successor


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provision) without giving effect to any choice of law rule that would cause the application of the
laws of any jurisdiction other than the internal laws of the State of New York to the rights and
duties of the Parties hereunder.



5.     Counterparts; Facsimile. This Acknowledgement, Amendment and Waiver may be executed in
two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. This Acknowledgement, Amendment and Waiver may also
be executed and delivered by facsimile signature and in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.



6.     Entire Agreement. This Acknowledgement, Amendment and Waiver and the GEEMF Investment
Documents hereby constitute the full and entire understanding and agreement among the Parties with
respect to the subject matter hereof and thereof, and any other written or oral agreement relating
to the subject matter hereof existing between the Parties is expressly canceled.




[signature page follows]





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     IN WITNESS WHEREOF, the Parties have executed and delivered this Acknowledgement, Amendment
and Waiver as of the date first above written.



	 	 	 	 	 
	 	Very truly yours,





DUOYUAN GLOBAL WATER INC.

 	 
	 	By:  	 	/s/ Wenhua Guo
 	 
	 	Name:  	Wenhua Guo 	 
	 	Title:  	Chief Executive Officer and Director 	 
	 
	 	DUOYUAN INVESTMENTS LIMITED

 	 
	 	By:  	 	/s/ Wenhua Guo
 	 
	 	Name:  	Wenhua Guo 	 
	 	Title:  	Director 	 
	 
	 	 	 
	 	 	/s/ Wenhua Guo
 	 
	 	WENHUA GUO 	 
	 	 	 
	 
	 	GEEMF III HOLDINGS MU

 	 
	 	By:  	 	/s/ Brian James Foist
 	 
	 	Name:  	Brian James Foist 	 
	 	Title:  	Authorized Signatory