AGREEMENT OF BOT PROJECT

　　Whole Doc.

　　This Agreement is made and entered into by and between

　　The government of_____________（hereinafter called “B”） representedby________（hereinafter called “A”）

　　And __________Corporation， a company duly organized and existing under thelaws of the People’s Republic of China with its principal officeat___________（hereinafter called “C”）。

　　Whereas， A and C concluded the Memorandum Concerning __________Project on the ____________and C had been given Exclusive Right from  B to carry out investigation and implement ____________Project （hereinafter called“the Project”） by way of joint financing between C and B （so called BOT）。

　　Whereas， the loan agreement， guarantee agreement， letter of guarantee，etc. shall constitute integral components of this Agreement. The Project’s installed capacity is __________.

　　Now therefore， the parties hereby agree as follows：

　　1. Definition and Interpretation

　　“Project” means the planning， feasibility study， design and engineering， construction， equipping， completion， testing， commissioning and operation of the infrastructure project.

　　“Project Cost” means the cost specified in Clause 3.

　　“Operation Period” means the period specified in Clause 10.1 from  the starting date of commercial operation of the infrastructure project.

　　“Completion Date” means the day upon which C certifies that the infrastructure project has successfully completed its testing and can start Operation Period.

　　“Force Majeure” shall have the meaning specified in Clause 16.

　　“Project Scope” means the scope of supply and services of C in connection with the execution of the Project as described in Annex 2.

　　“Site” means the site for  the infrastructure project including ___________， special roads， and other areas for construction as specified in Annex 2.

　　“Transfer Date” means the day following the last day of the Operation Period.

　　“New Company” means the Company to be established between C and ________entity as specified in Clause 5.

　　“Investment Agreement” means the Agreement on Mutual Encouragement and Protection of Investment between the Government of the People’s Republic of China and the Government of the ___________.

　　“Exclusive Right” means the special power granted to C or New Company in the Memorandum， Agreement and its annex.

　　“Day” means the solar calendar day.

　　2. The Project

　　2.1 The Project shall be named as “________”。

　　2.2 The infrastructure project is intended to be located at __________. The exact location of the infrastructure project may be adjusted at the stage of detailed design in consideration of the site condition.

　　2.3 The Project shall be implemented on Building， Operation and Transfer Basis.

　　2.4 The Project shall be composed of ____________________， _________，_________， the details of which shall be as attached Annex 2 - Scope of the Project.

　　2.5 The final feasibility study report and detailed design after acceptance of B and C shall form basis for the development and completion of the Project.

　　3. The Project Cost

　　3.1 The project cost is $______， interest of the construction periodis $______， the total project cost is $__________， and the details of which are shown in Annex 3 - Project Cost.

　　3.2 The total project cost shall comprise but not limited to the following costs and the details of the project cost shall be as attached Annex 3 - Project Cost：

　　1） Cost for  feasibility study， design and engineering and other consulting services；

　　2） Cost for construction and installation；

　　3） Cost for purchasing equipment and materials；

　　4） Cost for administration including overseas expenses；

　　5） Overhead and miscellaneous expenses；

　　6） Contingencies；

　　7） Interest during the construction period （__________% per annum plus bank commission）；

　　8） Premium for construction insurance and export credit insurance.

　　3.3 The Project Cost shall be based on the feasibility study report andin case of a substantial variation in investment arising from geologic reasons， the additional part to the Project Cost shall be approved by B. An additional investment agreement or contract should be concluded between B and C.

　　4. Responsibilities for Project Execution

　　4.1 C shall be responsible for the following provided that if and after New Company is established， responsibilities shall be transferred to New Company and be shared by the members of New Company：

　　1） the design and engineering， procurement， construction and commissioning of the Project；

　　2） all costs in connection with the building of the infrastructure project and the arrangement of all necessary funding；

　　3） operation of the infrastructure project；

　　4） transfer of the infrastructure project to B on the Transfer Date；

　　4.2 B shall be responsible for：

　　1） the arrangement of：

　　the provision of all necessary development approvals， permits，consents， site leases， access and other rights for  C or  New Company together with the fulfillment of essential requirements such as company registration， import license and exemption of customs duties and the like；

　　the provision of all necessary or desirable aids for C to obtain the loan；

　　obtaining of all regulatory， statutory and other consents， approvals，authorizations， tax concessions and investment incentives as described hereinafter which are necessary or desirable for the implementation of the Project；

　　obtaining of all necessary permits and approvals from  the relevant _____________authorities for C or New Company to repatriate capital and dividends in US Dollars from ______；

　　obtaining of resident visas， work permits and other necessary approvals from the relevant authorities for C or New Company’s personnel，design， manufacturing， installation and construction personnel as well as their direct relatives including the travel in ___________；

　　the provision of all necessary approvals and permits relating to extension of the infrastructure project and the Project facilities in order to increase _________________production if C or New Company intends to do so；

　　the provision of all necessary security measures for construction and operation personnel and Project facilities till the Transfer Date；

　　the provision of communications and transport facilities of the Project construction and the operation of the infrastructure project；

　　2） the assistance in the operation of the infrastructure project.

　　3） providing C and/or New Company with free use of the Site， including but not limited to the area of construction site， access road，transmission line right of way， __________and etc.

　　4） the negotiation and conclusion of service agreement with ___________Government or other countries’governments jointly with C or new Company， the People’s Insurance Company of China representatives，whose presence in the negotiation B shall ensure， and whose approval B Shall obtain；

　　5） the exportation of ________________percent of __________ produced by the infrastructure project to __________or any third country；

　　6） the assignment of its representatives at Site and to the New Company to assist C or New Company and make necessary coordination between B and C or New Company.

　　4.3 B ensures that the Operation Period of the Project shall be not less than _______years. However if IRR （Inter Rate of Return） does not reach _______percent， both parties will discuss the proper extension of the Operation Period until the year IRR reaches _______%.

　　4.4 Conditions Precedent

　　B shall be responsible for the provision of the following documents for C to make available any part of this Agreement within _______months from the date of signing this Agreement and such documents shall be valid and effective to New Company：

　　1） a power guarantee issued by ___________________parliament acceptable to C in the form defined in Annex 7， which shall be returned to B on the Transfer Date；

　　2） warranty to be issued and loan agreement to be concluded with theproposal made by B for bearing __________percent of the Project Cost， the Bank of ______________as the loanee and __________Finance Ministry as the guarantor and acceptable to the Bank of China and the People’s Insurance Company of China， and a letter of credit or  letter of guarantee to be issued as required by the Bank of China provided that the length of maturity is__________ years including a _______year construction period and loan interest is ________percent per annum； B may make earlier reimbursement；

　　3） loan guarantee and warranty for  C’s sharing __________% of the Project Cost including interest of the construction period to be issued by the Bank of _____________ and ______________Finance Ministry respectively，acceptable