境外光伏電站協(xié)議（英文版）

1、Agreement on Investment in 500MW Photovoltaic Power Plant in Zamfara of Nigeria Agreement on Investment in 500MW Photovoltaic Power Plant in Zamfara of NigeriaParty A: The Zamfara Government of NigeriaConsortium of Party B: A: China Hope Energy Investment LimitedB: PowerChina Chengdu Engineering Cor

2、poration 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 population is about 3.5 million, and there is power cut for about 13 hours to 16 hours per day. A large par

3、t 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 the regions with the longest sunshine in the world. 2. A of Party B is mainly engaged in energy, infra

4、structure and resource investment, general contracting, etc., and has rich experience in international investment, project general contracting, financing, performance, brand, etc. B of Party B, a key subsidiary enterprise to Power Construction Corporation of China that is a World Fortune 500 and fam

5、ous enterprise in China, is mainly engaged in investment, construction, operation and management of hydropower, coal power, solar power and wind power stations. C of Party B is mainly engaged in investment and management of energy, real estate and resource operating assets in Nigeria. A of Party B a

6、nd 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 500MW Photovoltaic Power Plant in Zamfara of Nigeria1. Party A approves Party B to invest in 500MW Photovoltaic Power Plant (hereinafter r

7、eferred to as: PPP) in Zamfara of Nigeria. The dynamic investment is 1.15 billion USD; the equity capital is 20%, i.e. 230 million USD; the bank loan is 80%, i.e. 920 million USD; the loan period is 15 years (excluding about 3 years of construction period).2. The Chinese consortium invests in PPP an

8、d holds 80% of shares. The shareholding proportion A of Party B holds and that B of Party B holds will be executed according 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

9、 to as: the project company) in capital of Zamfara State of Nigeria according to the above shareholding proportion.3. The PPP generates about 2250 hours of power (about 1.15 billion KWH) for the grid each year. According to the rule of the government of Nigeria, the feed-in tariff of PPP is 18 US ce

10、nts/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 trading company guarantees t

11、o 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 A leases a plot of land

12、of 1100 hectares to the project company for the construction of PPP. The plot of land shall be large, flat, with convenient transport, close to the capital city of Zamfara, and with 400KV or 230KV power transmission lines around. The annual leasing fee is 50 USD for each hectare of land, and the lea

13、sing period is 99 years and extended for another 99 years. The leasing fee shall remain unchanged during the leasing period (198 years) specified in this Agreement. The project company will pay Party A the land leasing fee (55,000 USD) for the previous year to Party As specified bank account on the

14、date of March 31 every year.5. Party Bs investment in PPP is exempted from corporate income tax for 5 years after PPP goes into operation and starts power generation.6. Party A applies to the Nigerian federal government for exempting imported equipment, materials, machinery and construction for the

15、PPP from all taxes and administrative fees of government and institutions in Nigeria.7. For PPP, A of Party A and B of Party B jointly FEPC; B of Party B undertakes the feasibility study, design and environmental impact assessment (EIA).8. A of Party A and B of Party B authorize a Chinese profession

16、al power company or organize professional personnel by themselves to conduct the operation and maintenance of PPP. II. Feasibility study and EIA of PPPParty A shall assist Party B to finish the feasibility study and EIA. After the feasibility study and EIA are finished, Party A shall approve of them

17、 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 executed by the Nigerian standards; the rest aspects shall be executed by

18、 the Chinese standards.2. The supervision shall be undertaken by some Chinese professional supervision company authorized by Party B.3. About 6 months after the construction of PPP starts, the construction will be finished at different phases and put into production, and it will take about 30 months

19、 for it to be entirely completed.IV. CDMNigeria is a developing country. It can sell its reduced emission of CO2 to countries with CO2 emission reduction targets. Party A shall assist and support the holding company or the project company to obtain certification, confirmation and approval of CDM of

20、PPP from the Nigerian government, agencies and international organizations.V. Security of the PPPParty A shall provide at least: 150 militants; 30 policemen to take responsibility for security of the PPP. VI. Visa and employment visa1. Party A coordinates with the Nigerian government to provide visa

21、s for the Chinese or a third countrys staffs and their families who 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

22、the construction, operation and management of the PPP. 2. If it causes Party Bs losses because 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, Pa

23、rty A shall assume the responsibility of compensation. VII. Special agreement1. Party A provides the most preferential policies and full support to Party B to invest in the PPP in Zamfara State of Nigeria.2. Party A and Party B jointly set up a major project office (hereinafter: project office) for

24、Party Bs investing in Zamfara State, the principal of Zamfara State shall hold 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 the project company

25、 for them to construct expert buildings and company base for PPP and the pithead power plant.4. After the feasibility study of PPP is approved, Party A is responsible for obtaining all licenses and approvals required by the construction for the project company; within 2 months after the construction

26、 starts, Party A is responsible for obtaining all licenses and approvals required by power generation, power on-grid, grid connection, production, safety and environmental protection of PPP for the project company.VIII. ConfidentialityThe agreement is confidential. Party A and Party B shall not disc

27、lose the agreement or the contents of the agreement to any organization or individual except the governments, parliament, financial intuitions, lawyers, both parties senior administrative officers, accountants and auditors involved during execution of the agreement.IX. Market rules1. Integrity, resp

28、onsibility, morality and market economy are the basis for cooperation of both 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 th

29、e loss amount.2. The Article IX and X apply to the subcontractors, suppliers, and any other institutions and individuals involved in the execution of the agreement.3. Implementing the agreement shall not be absolved by sovereignty.X. Friendly Consultation and ArbitrationAny dispute between the both

30、parties shall be settled through friendly consultation. If it still cannot 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 submi

31、t the dispute to International Centre for the Settlement of Investment 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

32、 English. Arbitration is the final outcome of the disputes which has strong binding effect on the Parties involved in the arbitration. XI. Validity of the AgreementThis agreement shall be written in both English and Chinese, shall be in quadruplicate respectively for English and Chinese. Party A, A of Party B, B of Party B and C of Party B each holds one Chinese original copy and one English original copy. The English version shall prevail in case of discrepancy in two languages. This agreement shall become valid after the authorized representatives of all par