境外超臨界燃煤坑口電站和配套露天煤礦協(xié)議（英文版）

1、Agreement on Investment in 2X350MW Supercritical Pithead Coal Power Plants and Supporting Open Pit Coal Mine in Zamfara of Nigeria Agreement on Investment in 2X350MW Supercritical Pithead Coal Power Plants and Supporting Open Pit Coal Mine in Zamfara of NigeriaParty A: The Zamfara Government of Nige

2、riaConsortium of Party B: A: China Hope Energy Investment LimitedB: PowerChina Chengdu Engineering Corporation LimitedC: * Partners LimitedWhereas:1. Nigeria is a federal state. Nigerias constitution entitles each state to autonomy. Nigeria has severe power shortage nationwide. In Zamfara, the popul

3、ation is about 3.5 million, and there is power cut for about 13 hours to 16 hours per day. A large part of people have no electricity, and a large number of institutions use diesel generator to maintain production and work. However, Nigeria has abundant solar energy resources, and Zamfara is one of

4、the regions with the longest sunshine in the world. 2. A of Party B is mainly engaged in energy, infrastructure and resource investment, general contracting, etc., and has rich experience in international investment, project general contracting, financing, performance, brand, etc. B of Party B is a

5、state owned enterprise, its the key enterprise of Power China which is a Fortune 500 company, and is mainly engaged in investment, construction, operation and management of hydropower, coal-fired power, wind power and photovoltaic power stations, etc. C of Party B is mainly engaged in investment and

6、 management of energy, real estate and resource operating assets in Nigeria. A of Party B and B of Party B are going to form the Chinese consortium. Both parties have reached the following agreement through constructive negotiation:I. Party B invests in 2X350MW Supercritical Pithead Coal Power Plant

7、s and Supporting Open Pit Coal Mine in Zamfara of Nigeria1. Party A approves Party B to invest in Ultra Supercritical Pithead Coal Power Plants and Supporting Open Pit Coal Mine (hereinafter: PPP) in Zamfara of Nigeria. The dynamic investment is 1.06 billion USD; the equity capital is 20%, i.e. 212

8、million USD; the bank loan is 80%, i.e. 848 million USD; the loan period is 10 years (excluding about 3 years of construction period).2. The Chinese consortium invests in PPP and holds 80% of shares. The shareholding proportion A of Party B holds and that B of Party B holds will be executed accordin

9、g to the Agreement of Consortium of Party B. C of Party B invests in PPP and holds 20% of shares. Consortium of Party B will register a PPP project company (hereinafter referred to as: the project company) in capital of Zamfara State of Nigeria according to the above shareholding proportion. 3. Afte

10、r PPP goes into operation, the PPP generates about 7300 hours of power (about 5.11 billion KWH) for the grid annually in the first 5 years; about 6800 hours of power (about 4.76 billion KWH) for the grid annually in the next 25 years. According to the rule of the government of Nigeria, the feed-in t

11、ariff of PPP is 19 US cents/KWH (not including VAT). Party A coordinates the national electricity trading company in Nigeria to sign a 30-year fixed-price power purchase agreement (PPA) with the holding company or the project company Party B establishes in Nigeria. Nigerias national electricity trad

12、ing company guarantees to purchase all power generated by PPP. According to the agreement signed between the government of Nigeria and the World Bank, for investment in large and medium-sized PPP in Nigeria, the World Bank provides an irrevocable guarantee letter for payment of 30-year PPA.4. Party

13、A sells to the project company 500 hectares of coal mine and coal resources in the central area of open-pit coal mine along the road in from Zamfara to Sokoto (hereinafter referred to as: coal area) and 500 hectares of land in the coal area (hereinafter referred to as: coal area land). The project c

14、ompany buys the coal area (including: coal resource fee and administrative expenses, etc.) and the coal area land where demolition and resettlement have been finished, and the price is 15 million USD (hereinafter referred to as: resource and land fee). If the land, existing buildings, facilities in

15、the coal area belong to some institutions or individuals, Party A shall pay all the cost related to land, demolition, resettlement and reconstruction to the institutions or individuals. The trees and green crops on the land in the coal area that belong to some institutions or individuals, Party A sh

16、all be responsible for compensation to the institutions or individuals. Party A is responsible for obtaining all permits, approvals, licenses, etc. for exploration, exploitation and production of coal resources from Nigerias federal government for the project company. The coal resource fee, license,

17、 approval, license, administrative fees and other fees are included in the resource and land fee (15 million USD) that Party B pays to Party A. Except for the 15 million USD, Party B and the project company do not need to pay Party A any other fees including the administrative fees collected by the

18、government and agencies. Party A is also responsible for obtaining the land certificate for the 500 hectares of land from Nigerias federal government for the project company. The land certificate fee, land acquisition fee, demolition, resettlement, compensation, reconstruction, green crops and fores

19、t compensation fees and other fees are also included in the resource and land fee (15 million USD) that Party B pays to Party A. Except for the 15 million USD, Party B and the project company do not need to pay Party A any other fees including but not limited to the administrative fees collected by

20、the government and agencies.5. For the resource and land fee (15 million USD) mentioned above, the payment way is as follows: after this agreement is approved by the Chinese government; after the holding company or the Nigerian government issues Party B with coal exploration license; Party B complet

21、es the feasibility study and environmental impact assessment (EIA) of coal mines and PPP; after the feasibility study and EIA have been formally approved by Party A; the project company signs with the Nigerian national power trading company a 30-year power purchase agreement (PPA); within 30 working

22、 days after the World Bank provides an guarantee letter for PPA payment, Party B pays Party A 10% of the resource and land fee, i.e. 1.5 million USD. After Party A obtains the coal resource mining license for the project company and gives the mining license to the project company; within 10 working

23、days after Party A obtains the land certificate for the project company and gives the land certificate to the project company, Party B pays Party A 40% of the resource and land fee, i.e. 6 million USD. After Party A completes demolition, resettlement, relocation, trees and the green crops compensati

24、on within the coal area; after Party A notifies the project company and Party B with formal written documents; within 10 working days after the project company and Party B receives Party As notice, Party B pays Party A 50% of the resource and land fee, i.e. 7.5 million USD.6. Party Bs investment in

25、PPP is exempted from corporate income tax for 5 years after each unit goes into operation of power generation.7. Party A applies to the Nigerian federal government for exempting imported equipment, materials, machinery and construction for the PPP from all taxes and administrative fees of government

26、 and institutions in Nigeria.8. For PPP, A of Party B and B of Party B jointly FEPC, and authorize Chinese professional design institutions and professional companies with strength to undertake the feasibility study, design, construction and installment. 9. A of Party B and B of Party B shall author

27、ize Chinese professional electric company to operate and manage the PPP in 5 years after its putting into production, the project company will operate PPP by itself after the fifth year. II. Feasibility study and EIA of PPPParty A shall assist Party B to finish the feasibility study and EIA. After t

28、he feasibility study and EIA are finished, Party A shall approve of them as soon as possible.III. Technical standards, supervision and construction period of PPP1. Environmental protection, internet, communication, power voltage and aspects specified compulsively by related Nigerian laws shall be ex

29、ecuted by the Nigerian standards; the rest aspects shall be executed by the Chinese standards.2. The supervision shall be undertaken by some Chinese professional supervision company authorized by Party B.3. About 32 months after the construction of PPP officially starts, the second unit shall be com

30、pleted.IV. Security of the PPPParty A shall provide at least: 150 militants; 30 policemen to take responsibility for security of the PPP. V. Visa and employment visa1. Party A coordinates with the Nigerian government to provide visas for the Chinese or a third countrys staffs and their families who

31、will come to Nigeria to work on the construction, operation and management of the PPP; Party A provides 5-year employment visa and green card for staff from China or a third country and their families who come to Nigeria to work on the construction, operation and management of PPP. 2. If it causes P

32、arty Bs losses due to that Nigerian government or Party A does not provide visa, employment visa or green card for the staff and their families who come to Nigeria to work on the construction, operation and management of the PPP, Party A shall assume the responsibility of compensation. VI. Special a

33、greementParty A provides the most preferential policies and full support forParty B to invest on PPP in Zamfara state of Nigeria.2. Party A and Party B jointly set up a major project office (hereinafter: project office) for Party Bs investing in Zamfara state, the principal of Zamfara state shall ho

34、ld the post of office dean to handle and coordinate the issues involving Party Bs investment in Zamfara.3. Party A sells a central land of about 15 hectares which is in Gusau city by preferential price to project company for them to construct expert buildings and company base for the photovoltaic po

35、wer plant and PPP. 4. Party A provides about 150 million mof industrial water annually to the project company. The project company obtains all industrial water from the water channels or watercourses of Zamfara hydropower plant. If Party A and Party B think it is necessary to build a dam in the wate

36、rcourse near the PPP to store water, Party A shall approve Party B to use the watercourse for free during the effective operating period of PPP. Party A does not charge any fee, including but not limited to: water resource fee, water fee, administrative fee, tax, etc.5. After the feasibility study o

37、f all coal resource area, if there is little or no coal resource in the resource area, Party A provides Party B with a same size area with coal reserve that could be economically exploited. Party A does not charge Party B any fee.6. For the project company, Party A: complete obtaining all licenses a

38、nd approvals required by the construction of the PPP before the start of the PPP; Party A is responsible for obtaining all licenses and approvals required by the production, power-generating, power on-grid, grid connection, safety and environmental protection of PPP within 12 months before the const

39、ruction completion of the PPP. 7. Party A shall provide full support and assistance to Party B for registration of the project company. VII. ConfidentialityThe agreement is confidential. Party A and Party B shall not disclose the agreement or the contents of the agreement to any organization or indi

40、vidual except the governments, parliament, financial intuitions, lawyers, both parties senior administrative officers, accountants and auditors involved during execution of the agreement. VIII. Market rules1. Integrity, responsibility, morality and market economy are the basis for cooperation of bot

41、h parties. Fraud, forced-nationalization or non-market economy shall be subject to strict punitive damages, which includes direct loss and indirect loss. The compensation amount shall be over 2 times but below 10 times of the loss amount.2. The Article VIII and IX apply to the subcontractors, suppli

42、ers, and any other institutions and individuals involved in the execution of the agreement. 3. Implementing the agreement shall not be absolved by sovereignty.IX. Friendly Consultation and ArbitrationAny dispute between the both parties shall be settled through friendly consultation. If it still can

43、not be settled through consultation, it shall be coordinated between the highest levels of two parties. In case it still fails to reach an agreement after coordination by high-level directors of both parties, each party may submit the dispute to International Centre for the Settlement of Investment

44、Disputes which locates in Washington D.C. The arbitration will work according to the arbitration rules of International Centre for the Settlement of Investment Disputes. The Arbitration is in English. The arbitration is stated in English. Arbitration is the final outcome of the disputes which has strong binding effect on the Parties involved in the arbitration.X. Validity of the AgreementThis agreement shall