境外水电站投资合同（英文版）

1、investment management contract on _ hydropower station and expansion in zamfara state of nigeria between the zamfara state government and china hope energy investment limited and * partners limited of nigeriainvestment management contract on _ hydropower station and expansion in zamfara state of nig

2、eria between the zamfara state government and china hope energy investment limited and * partners limited of nigeria party a: _ state of nigeriathe consortium of party b (hereinafter: party b): a: china hope energy investment limitedb: * partners limited of nigeria whereas:1. according to nigerias f

3、ederal constitution, party a is an autonomous state government in nigeria. the ownership of _ water conservancy project (hereinafter: water project) and the supporting _ hydropower plant (hereinafter referred to as: _ hydropower plant) in zamfara state of nigeria belongs to party a. the installed ca

4、pacity of hydropower plant is 4.8mw (31.6mw), built by a italian company in the year of 1984, but since the equipments are old and damaged without heavy repair, it has suspended for 15 years. 2. a of party b is mainly engaged in energy, infrastructure and resource investment, general contracting, et

5、c., and has rich experience in international investment, project general contracting, financing, performance, brands, etc. b of party b is mainly engaged in investment and management of energy, real estate and resource operating assets in nigeria.3. nigeria and zamfara state both are short of power.

6、 in order to resume power generation of the _ hydropower plant and take an advantage of rain season to expand.after friendly negotiation, both parties to this contract, hereby agree as follows. i. party b invests in hydropower plant and expand 2.8mw generator units on hydropower plant1. party b inve

7、sts in hydropower plant in zamfara state of nigeria, by discussion of both parties, party b invests to conduct heavy repair and technical renovation of hydropower plant, and then operate, manage and use hydropower plant for 99 years + 99 years totaling 198 years. during the period of party bs invest

8、ing and operating hydropower plant, party a ensures that the water project provides all water used for hydropower plant to generate power as designed.2. the hydropower plant project company registered in zamfara state by party b pays party a $100 thousand usd of hydropower plant asset use fee and ma

9、nagement fee (hereinafter: management fee) each year. the project company pays preceding years hydropower plant management fee to the agency appointed by party a before march 31st of each year. after project company pays the management fee to the agency appointed by party a, project company finishes

10、 the preceding years payment obligation. the operation period and the management fee amount will be started calculating after the hydropower plant completes the heavy repair and renovation.3. after the signing of this contract, a of party b will send experts to the site of hydropower plant to conduc

11、t planning and design for the repair and technical renovation, and they will try to finish the repair and technical renovation in about 15 months for power generation. 4. for the _ hydropower plant, according to relevant policies of the nigerian government, the hydropower plant feed-in tariff is abo

12、ut 17 us cents/kwh (excluding value-added tax). party a will coordinate with the distribution company in zamfara state to sign a 20-year plus 10-year totaling 30-year power purchase agreement (hereinafter referred to as: ppa) with the project company. the distribution company ensures to purchase all

13、 power generated by _ hydropower station. according to the agreement signed by nigerian government and standard bank of south africa, the standard bank of south africa offers guarantee letter for the payment of ppa.5. a of party b invests and holds 70% shares of the project company, where as b of pa

14、rty b invests and holds 30% shares. 6. the project company invests and operates the hydropower plant workshops, generator units and supporting facilities, repairs the damaged workshops, generator units and supporting facilities before operation period expires and then transfers to party a. 7. the pr

15、oject company invests to expand 2.8mw units (hereinafter: expansion units) at hydropower plant. the ownership of workshops, units newly built up by project company belongs to project company perpetually. the ownership of the land occupied for new units and workshops will be sold by party a to the pr

16、oject company according to the price of the same type of land within in the area of the .hydropower plant, party a and party b agree that the price of this land sold to project company is 50 thousand usd. about party a selling the land for expansion units, party a and party b shall sign another agre

17、ement after party b completes the feasibility study of expansion units. party a ensures to supply water for the expansion units to generate power, so that to guarantee the expansion units running safely. party b invests by own on the connections between expansion units and the reservoir. party a use

18、s the water project reservoir to provide water free of charge to the expansion units, 5% of the annual power output generated each year by the expansion units will be used freely for the water project. the expansion units shall sign ppa with distribution company according to the feed-in tariff, ppa

19、of hydropower plant, the standard bank of south africa offers guarantee for the payment of ppa of expansion units. 8. party b shall by most possibly hire the current skillful and healthy employees of the hydropower plant under the same circumstances for investing the hydropower plant and expansion u

20、nits.9. the power consumption of the water project production and daily life will be provided by the party bs investing hydropower plant and expansion units (hereinafter: facilities power consumption), the price shall be paid to the project company by 95% of the on-grid price of the ppa of the proje

21、ct company and power distribution company. the power charge of the facilities power consumption shall be deducted from the hydropower plant 100 thousand usd management fee annually which project company pays to party a. provided that the power charge of the facilities power consumption exceeds the m

22、anagement fee which party b should pay to party a, the excessive power charge will be paid by engineering management institute or party a to project company. 10. party b needs to build supportive offices, employee dormitories and living facilities for party bs investing and operating the hydropower

23、plant and expansion units, party a sells 1 hectare land within the area of the current hydropower plant to party b, price is $20000 us dollar. party b pays the $20000 land fee to party a by once when party a issues the land ownership certificate to party b. party a and party b will sign another agre

24、ement about the 1 hectare land when party b starts to conduct the heavy repair and technical renovation of the hydropower plant. 11. party b authorizes powerchina chengdu engineering corporation limited to epc heavy repair and technical renovation of the hydropower plant and expansion units. 12. the

25、 dynamic investment of investing hydropower plant technical renovation, heavy repair, expansion units and construction shall be $9 million usd. 13. party a and project company shall be respectively responsible for 50% of the expense of the water project dam, access road maintenance and heavy repair.

26、 the expense of maintenance and heavy repair inside the reservoir area will be fully paid by party a. the expense of water project security guards shall be paid by party b. ii. party a offering party b preferential policies of investing and operating hydropower plant and expansion units1. party b co

27、nducts the units overhaul and renovation for hydropower plant and expansion units; party a shall apply to nigerian federal government for the exemption on the custom duties, value-added tax, and business tax of the imported equipments, materials and construction. 2. after the full operation of hydro

28、power plant and expansion units, the corporate income tax will be exempted for 5 years by zamfara state government of nigeria.3. nigerian government, zamfara state government, local government and institutes will not levy water resource fee (tax) or any other administration fee on hydropower plant o

29、r expansion units. 4. party a shall provide help and assistance in full and offer most preferential investment policies for party b to invest hydropower plant and expansion units. iii. hydropower plant and expansion units visa, work visa and greed card for staffs from china or a third countryall the

30、 party bs staffs and their families (hereinafter: project staffs) from china or a third country involving in conducting the hydropower plant overhaul, renovation, operation, expansion units, construction, operation and management, party a shall coordinate with the nigerian federal government and nig

31、erian immigration agency to process the visa, work visa and green card for the project staffs. party a ensures the normal maintenance, construction, management, operation and maintenance of the hydropower plant and expansion units. if it causes losses to the project company due to that the project s

32、taffs could not receive nigerian visa, work visa or greed card on time, party a shall bear the compensation responsibility. iv. the co2 emission reduction right of hydropower plant and new unitsnigeria is one of the developing countries, does not have mandatory index of co2 emission reduction; hydro

33、power plant and expansion units are viewed as small hydropower plant for the cdm used for calculating co2 emission reduction. party a shall provide overall help and support in all possible ways for the project company to obtain co2 emission reduction cdm of hydropower plant and expansion units. v. t

34、he security of the hydropower plant and expansion unitsparty a shall provide no less than 20 militants or police troops for the personal and asset safety of hydropower plant and expansion units, to ensure the security of persons and assets and the safe production of the hydropower plant and expansio

35、n units. any harm or losses to project companys staffs or assets in the plant and expansion units, party a shall bear the compensation responsibility. vi. _ hpp transferafter this contract has been signed and taken effect, during the time party b sending the experts and maintenance company to the si

36、te of _ hpp for maintain and renovation, party a and the current managemeng organization of _ hpp shall deliver all the existing plants, power generation channels, all equipment, facilities of _ hpp owned by party a to party b. then party a officially transfer the right of operation of _ hpp to part

37、y b to operate and use after heavy repair and technical renovation. vii. party a issue the right and interest certificate of _ hpp and expansion units to party b1. party a shall issue the right and interest certificate of _ hpp for 3 copies to party b based on the sixth clause of this contract durin

38、g the transfer. the form of the right and interest certificate of _ hpp is attached as the annex 1 of this contract. 2. party a shall issue 3 original copies of the right and interest certificates of the hydropower plant 2.8mw expansion units. the form of the right and interest certificate of expans

39、ion units is attached as the annex 2 of this contract.viii.confidentialitythe contract is classified. party a and party b shall not disclose the contract and the contents of the contract to any organization or individual except the governments, financial intuitions, lawyers, both partiessenior admin

40、istrative officers, accountants and auditors involved during execution of the contract.ix. market rules1. integrity, responsibility, morality and market economy are the basis for cooperation of both parties. fraud or non-market economy or forced nationalization or party a or any individuals or organ

41、izations of negeria terminated this contract or reduce the operting period of_ hpp, as well as increasing management fee or terminate, pause, reduce the production and on-grid energy (indicated in ppa) of _ hpp and expansion units by any reasons in the process of the project implementation shall be

42、subject to strict punitive damages, which includes direct loss and indirect loss. the compensation amount shall be over 3 times but below 10 times of the loss amounts.2. the clause ninth and clause tenth apply to any other institutions and individuals involved in the implementation of this contract.3. the implementing of the contract shall not be pardoned by sovereignty.x. friendly consultation and arbitrationany dispute between the both parties shall be settled through friendly consultation. if it still cannot be settled through consultation, it shall be coordinated b