国际BOT合同(英文).doc

AGREEMENT OF BOT PROJECT

This Agreement is made and entered into by and between
The government of_____________(hereinafter called "B") represented
by________(hereinafter called "A")
And
__________Corporation, a company duly organized and existing under the
laws of the People's Republic of China with its principal office
at___________(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 period
is $______, 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
and in 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 necessaryapprovals 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 toextension of the infrastructure project and the Project facilities inorder 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 theProject 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 the
proposal 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 to the People's Insurance Company of China and the Lending Bank
and valid until to the Transfer Date (__________), providing all necessary
assistance in enabling C to obtain the loan from international prime
banks;

4) the legal certificate issued by _____________President of Supreme
Court and the legal certificate issued by______________ Procurator
General, certifying that this Agreement shall be valid and enforceable
under the laws of _____________in every respect in the form defined in
Annex 8; the certificate of approval issued by the Government of
_____________, certifying that the Project is lawful and legitimate;

5) B shall permit the construction machinery, material and equipment
necessary for the Project to be transported into __________via
_____________by sea, and/or by road through _as Well as by air,
ensuring facilities from the __________border control and customs
authorities.

4.5 B warrants and undertakes that B shall not change or permit others
to change the environment of the Site which adversely affects the
construction or operation of the Project. Such change shall include, but
not limited to, _____________.

4.6 Buyer's Credit for B's sharing __________% of the Project Cost
shall be provided by the Chinese side, payment terms of which to C are as
follows:
1)________% of the credit shall be paid within _________days after the
date of the conclusion of this Agreement;
2)_______% of the credit shall be paid by ____________;
3)_______% of the credit shall be paid by ____________;
......

4.7 The parties shall provide each other sufficient information that
enables each party to have a clear understanding of the principal issues
that affect matters associated with the Project.

4.8 The parties hereto shall mutually collaborate with each other in
order to achieve the objectives of this Agreement and the performance by
each party of their respective obligations.

5. New Company

5.1 The parties agree to establish a New Company at the time when the
members of New Company are ready to invest their portions, but before the
completion of the Project and for this purpose B shall recommend and
designate a _______________entity which will be a member of New Company. C
having _____________ percent of equity, shall be the leading company and
shall appoint chairman of New Company. The remaining portion of equity
shall be shared by _______entity.

5.2 Design and Construction of the Project shall be executed by C. At
monthly intervals until ___________day (subject to postponement in case
of______) of each month C shall execute a statement of a claim for
progress payment based on the prices for the construction works done in
the preceding month to B and such statement shall be the conclusive
evidence proving fairness of such claim except manifest calculation error.

5.3 B shall make its effort to assist in registering New Company at
authority concerned in __________and to obtain all required permits or
approvals from the relating authorities in ___________.

5.4 New Company shall be granted the same privileged rights as those
granted to C specified in Clause 9.2 and C's obligations and
responsibilities specified in this Agreement shall be transferred to New
Company and be shared by the members of New Company.
The members of New Company shall describe the provisions on their
rights and responsibilities in the articles of incorporation to be made on
the basis of the provisions in this Agreement at the time of the
establishment of New Company.

5.5 If members of New Company do not reach an agreement about any
matters in relation with the Project, the opinion and decision of the
major shareholder shall be final and binding upon the other members of New
Company.

6. Construction of the infrastructure project

6.1 In pursuance of its obligations in relation with the construction
of the infrastructure project under clause 4.1, C shall do followings with
its full right in consultation with B:

1) to prepare detailed design and engineering in conformity with the
national standards of P.R.China in force;
2) to appoint consultants and professional advisers;
3) to purchase equipment and materials including construction
equipment, the specification of which and installation and testing shall
meet the national standards of P.R.China in force;
4) to appoint, organize and direct staff; manage and supervise the
Project;
5) to enter into contracts for the supply of equipment and materials
and services;
6) to do all other thins necessary or desirable for the completion of
the infrastructure project in accordance with the engineering standards;
7) to select subcontractors;

6.2 B shall be entitled at its own cost to monitor the progress and
quality of the construction and installation work and for this purpose C
shall:
1) ensure that B and any experts appointed by B in connection with the
Project are afforded reasonable access to the Site provided that such
access does not materially interfere with the works;
2) make available copies of plans and designs for inspection at the
Site;
3) after ________months of the completion of the Project, supply B
with ______sets of copies of "as built" drawings and other documents.

6.3 B shall ensure that all infrastructure requirements and utilities
necessary for the completion of the infrastructure project are made
available in a timely fashion and accordingly shall at its own cost,
interalia:
1) give free possession of the Site to C during the construction
period;

2) ensure that custom clearance system is available to C to import
equipment and materials for the Project without any delay and
interference;

3) ensure that C will use electricity for construction and
communication facilities in ________, the cost of the utilization of which
shall be for C's account at __________current________________ rate and
shall be included in the Project Cost as cost for construction or cost for
administration as stipulated in Clause 3.2; C shall pay
_____________charge to ______________authority every other months during
the construction period;

4) ensure that C