EMISSION REDUCTION PURCHASE AGREEMENT (ERPA) [Chinese translation] Hebei Fengda 1 Million Tons/yr Metallized Pellet Project [Chinese translation]
Emission Reduction Purchase Agreement Page 1 of 18
Exhibit 10.22
EMISSION REDUCTION PURCHASE AGREEMENT
(ERPA)
[Chinese translation]
Hebei Fengda 1 Million Tons/yr Metallized Pellet Project
[Chinese translation]
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 2 of 18
between
(The "Purchaser") [Chinese translation]
ECOLOCAP SOLUTIONS (CANADA) INC (ECOLOCAP)
[Chinese translation]
000 Xx. Xxxxxxx xxxxx 000
Xxxxxxxx, XX X0X 0X0
Xxxxxx
Tel: 0000000000 Fax: 0000000000
Email: xxxxxxxxxxx@xxxxxxxx.xxx
President-CEO: Dr. Tri Xx Xxxxxx
and
(the " Seller"), henceforth “PROJECT PROPONENT”
[Chinese translation]
Hebei Fengda Metallized Pellet Co., Ltd.
[Chinese translation]
(“Owner”)
Address: East of Pingshe Rd. Jingjing Mining Area, Shijiazhuang City, Hebei Province,
CHINA [Chinese translation]050100
Telephone: 0000-00000000
Mobile: 13831132217 Email: xxxxxxxxxxx0@000.xxx
Board Chairman: /[Chinese translation]
Both parties have agreed to sign the Reduction Emission Purchase Agreement (Agreement)
with the following terms and conditions: [Chinese translation]
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 3 of 18
| Interpretation and Definitions /[Chinese translation] | |
| In this Agreement, unless otherwise required by the context, all terms shall have the meaning set forth | |
| in the definitions below. | |
| [Chinese translation]: | |
| Agreement: | Means this Emission Reduction Purchase Agreement. [Chinese translation] |
| [Chinese | |
| translation] | |
| Annex B | Means the countries listed in Annex B to the Kyoto Protocol having |
| Countries: | committed themselves to reduce or limit their GHG emissions. [Chinese |
| [Chinese | translation] |
| translation] | |
| Annex I | Means the parties to the UNFCCC listed in Annex I thereto (Annex I |
| Countries: | consists of industrial countries and countries in transition). [Chinese |
| [Chinese | translation] |
| translation] | |
| Anticipated | Means up to ( ) Certified Emission Reductions (CERs) per annum during |
| Emission | the Crediting Period, anticipated be generating by the Project and |
| Reduction: | calculating in accordance with the Kyoto Rules. [Chinese translation] |
| [Chinese | |
| translation] | |
| Baseline: | Means the scenario that reasonably represents the anthropogenic emissions |
| [Chinese | of GHG that would occur in the Host Country in the absence of the Project, |
| translation] | determined in accordance with the Kyoto Rules. [Chinese translation] |
| Business Day: | Means a day on which banks are open for general business in China. |
| [Chinese | [Chinese translation] |
| translation] | |
| Carbon Dioxide | Means a metric measure used to compare the emissions of various GHG |
| Equivalent: | based upon their global warming potential. [Chinese translation] |
| [Chinese | |
| translation] | |
| Certification: | Means the written confirmation by an Operational Entity of an Emission |
| [Chinese | Reduction resulting from a CDM project and having passed the Verification |
| translation] | procedure according to the Kyoto Rules. [Chinese translation] |
| Certified | Means a unit of Emission Reduction issued pursuant to Article 12 of the |
| Emission | Kyoto Protocol and the requirements of the Kyoto Rules (including |
| Reduction | Certification), equal to one metric ton of Carbon Dioxide Equivalent |
| [Chinese | resulting from a CDM project. [Chinese translation] |
| translation] | |
| Initial: Project Proponent:___ Initial: Ecolocap Solution (Canada) Inc. :_____ | |
| Emission Reduction Purchase Agreement Page 4 of 18 | |
| Clean Development | Means the flexible mechanism established by Article 12 of the Kyoto Protocol providing for |
| Mechanism | Annex I Countries to implement projects that reduce |
| (CDM): | emissions in non-Annex I Countries in return for CERs and assist the non- |
| [Chinese | Annex I Countries in achieving sustainable development and contributing to |
| translation] | the ultimate objective of the UNFCCC. [Chinese translation] |
| Crediting | Means, until December 31, 2026. [Chinese translation] |
| Period: [Chinese | |
| translation] | |
| Emission | Means reduction in emission of GHG achieved, calculated in accordance |
| Reduction: | with the Kyoto Rules. [Chinese translation] |
| [Chinese | |
| translation] | |
| Executive | Means the international authority elected by the representatives of the |
| Board: [Chinese | parties to the Kyoto Protocol responsible for monitoring the CDM process. |
| translation] | [Chinese translation] |
| First | Means, from 19 October, 2008 until 31 December, 2012. |
| Commitment | |
| Period: [Chinese | 2008 [Chinese translation] |
| translation] | |
| Force Majeure: | Means any circumstance or condition beyond the control of either party to |
| [Chinese | this Agreement affecting the performance of its obligations under this |
| translation] | Agreement including in particular wars, insurrection, natural disaster or |
| equivalent circumstances. [Chinese translation] | |
| Greenhouse | Means the six gases listed in Annex A to the Kyoto Protocol. [Chinese |
| Gases (GHG): | translation] |
| [Chinese | |
| translation] | |
| Host Country: | China [Chinese translation] |
| [Chinese | |
| translation] | |
| Kyoto Protocol: | Means the protocol to the UNFCCC adopted at the third conference of the |
| [Chinese | parties to the UNFCCC in Kyoto, Japan, on December 11, 1997. [Chinese |
| translation] | translation] |
| Kyoto Rules: | Means the UNFCCC, Kyoto Protocol, the Bonn agreement, the Marrakech |
| [Chinese | Accords, any relevant decisions, guidelines, modalities and procedures |
| translation] | made pursuant to them and/or any succeeding international agreements as |
| amended and/or supplemented from time to time and which include those | |
| rules specifically required to be met for the issuing and transfer of CERs. | |
| [Chinese translation] | |
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 5 of 18
| Letterof | Means a binding approval of the Project by the Host Country together with |
| Approval | an approval of the transfer of CERs. [Chinese translation] |
| (LOA): [Chinese | |
| translation] | |
| Monitoring | Means an annual report to be provided by Owner setting out the total |
| Report: [Chinese | number of Emission Reductions generated by the Project during the |
| translation] | previous year according to the Kyoto Rules, international Monitoring rules |
| and the PDD. [Chinese translation] | |
| Monitoring: | Means the collection and record of data allowing the assessment of |
| [Chinese | reductions in GHG emissions resulting from the Project conducted in |
| translation] | accordance with the Kyoto Rules. [Chinese translation] |
| Designated | Means an independent entity accredited by the Executive Board being the |
| Operational | executive body for CDM and inter alias responsible for determining |
| Entity: [Chinese | whether a project and the resulting Emission Reductions meet the |
| translation] | requirements of Article 12 of the Kyoto Protocol. [Chinese translation] |
| Project Design | Means a detailed description of the Project to be submitted for Validation |
| Document | prepared in accordance with the Kyoto Rules, the UFG and the Directive |
| (PDD): | and attached as Annex [iv]. The Purchaser will be responsible for providing |
| [Chinese | PDD development for Registration of the Project. [Chinese translation] |
| translation] | |
| Project: | Means the proposed CDM project described in the PDD and other |
| [Chinese | documents describing the implementation and economics of the Project |
| translation] | attached in Annex [iii]. [Chinese translation] |
| Registration: | Means the official registration of a CDM project by the Executive Board |
| [Chinese | according to the Kyoto Rules. [Chinese translation] |
| translation] | |
| UNFCCC: | Means the United Nations Framework Convention on Climate Change |
| adopted in New York on May 9, 1992. [Chinese translation] | |
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 6 of 18
| Unit Price: | Means the price payable by Purchaser to Project Proponent per |
| [Chinese | Certified Emission Reduction (CER) unit: [Chinese translation] |
| translation] | The purchase unit price paid by EcoloCap Solutions Canada Inc to |
| Chinese Project Proponent for the CER is fixed at 9.5 Euro/CER for | |
| the year 2008 to 2012 and a new agreement for purchase unit price | |
| will be negotiated for the next two periods of extension. /EcoloCap | |
| Solutions Canada Inc 2008 -[Chinese translation] | |
| For the first payment, a one time amount of 100,000 Euro will be | |
| paid to Ecolocap Solutions Inc for the reimbursement to Ecolocap for | |
| its advance cash for the costs relating to CDM process. Other | |
| expenses will be paid by EcoloCap. [Chinese translation] | |
| Term: | Ecolocap Solutions Inc will purchase certified CERs generated by |
| [Chinese | this project for the year 2008 to 2012 with options of extension for |
| translation] | two other periods of 7 years, the period 2013-2026, with the same |
| terms and conditions except for the price which will be renegotiated. | |
| /Ecolocap Solutions Inc. [Chinese translation] | |
| Validation: | Means the assessment of the PDD, including the Baseline, by an |
| [Chinese | Operational Entity, determining its compliance with the Kyoto Rules. |
| translation] | [Chinese translation] |
| Verification: | Means the periodic independent review and ex post determination of |
| [Chinese | the monitored reductions in GHG emissions that the Project has |
| translation] | achieved during a specified period of time by an Operational Entity in |
| accordance with the Kyoto Rules. The project's owner will be | |
| Responsible for providing periodical monitoring. [Chinese | |
| translation] | |
| Unless otherwise specified, references to clauses are clauses of this Agreement, references to legal | |
| provisions are references to such provisions as in effect from time to time, use of a gender includes any | |
| gender and use of the plural includes the singular and vice versa where the context requires. | |
| [Chinese translation] | |
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :____
| Emission Reduction Purchase Agreement Page 7 of 18 | |
| All headings and titles are inserted for convenience only and shall not be deemed part of this | |
| Agreement or taken into consideration in its interpretation. [Chinese translation] | |
| 1. | Preamble [Chinese translation] |
| The Project is located on the territory of the Host Country. | |
| [Chinese translation] | |
| 2. | Contractual Obligations [Chinese translation] |
| 2.1. | Anticipated Emission Reductions [Chinese translation] |
| 2.1.1. | Upon Registration of the Project, Purchaser shall endeavor to implement the Project in |
| accordance with the PDD and other documents describing the implementation and economics | |
| of the project attached in (Annex iv) at its own risk and expense (Annex ii). It is hereby | |
| acknowledged and agreed between the Parties hereto that Purchaser does not warrant the | |
| generation of, and is not obliged to generate, any CERs, whether by the Project or otherwise. | |
| [Chinese translation] | |
| 2.1.2. | If the Project generates CERs during the crediting period, Project Proponent shall, to the |
| extent it is legally possible and permissible, exclusively transfer to Purchaser all rights (and, | |
| to the extent legally possible and permissible, legal title) which Project Proponent may have | |
| in the Anticipated Emission Reductions. | |
| [Chinese translation] | |
| 2.1.3. | Purchaser shall pay to Project Proponent the Unit Price for each Anticipated Emission |
| Reduction generated by the Project and in which the Project Proponent's rights are transferred | |
| to Purchaser in accordance with clause 3 below. | |
| [Chinese translation] | |
| 2.2. | Emission Reductions generated after the Crediting Period [Chinese translation] |
| If the Project generates any Certified Emission Reductions after the Crediting Period, | |
| Purchaser shall enter into negotiations with Project Proponent with a view to concluding an | |
| agreement on the purchase of such Certified Emission Reductions based on the principles of | |
| this Agreement but amended in order to reflect the international and/or national rules then | |
| applicable. | |
| [Chinese translation] | |
| 2.3. | Schedule for CDM procedure [Chinese translation] |
| 2.4.1. | Upon the signature of the ERPA contract, Purchaser shall develop the Project Idea Note (PIN) |
| and send it to Project Proponent for submitting to National Development and Reform | |
| Commission (NDRC) with all necessary legal documents. The NDRC’s endorsement letter | |
| shall be done expectedly within a month. | |
| [Chinese translation] | |
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 8 of 18
| 2.4.2. | After having the endorsement letter of PIN from NDRC, Purchaser shall submit the Project |
| Design Document (PDD) of the Project with all necessary legal documents to NDRC for | |
| appraisal and approval within 2 months. The PDD of the Project which has been written by | |
| consultant shall also be considered and revised by Purchaser during this period of time. | |
| [Chinese translation] | |
| 2.4.3. | The Purchaser’s consultant shall improve and edit the PDD within one month, following the |
| oral presentation of the PDD of the Project to NDRC, in order to get DNA’s Approval letter | |
| [Letter of Approval (LOA)]. | |
| [Chinese translation] | |
| 2.4.4. | Validation report shall be completed by Designated Operational Entity (DOE) and the |
| Purchaser’s consultant within the period of 5 months after DNA’s approval. | |
| [Chinese translation] | |
| After meeting the requirements of validation by DOE, CDM project will be submitted to | |
| Execute Board (EB) for final appraisal and approval. | |
| [Chinese translation] | |
| 2.4.5. | Following the first verification of DOE for the implementation of the CDM project and the |
| monitoring of GHG reduction, the CER's certificate will be issued by EB. | |
| [Chinese translation] | |
| 3. | Transfer [Chinese translation] |
| Transfer to Purchaser of all the rights (and, to the extent legally possible | |
| legal title) which Project Proponent may have in a Certified Emission Reduction shall have | |
| occurred upon the transfer of CER’s certificate from the register of the Executive Board to a | |
| register in favor of Purchaser. This transfer shall be made immediately as soon as the EB | |
| officially approve the Project registration. | |
| [Chinese translation] | |
| 4. | Payment [Chinese translation] |
| 4.1. | Payment for Certified Emission Reductions [Chinese translation] |
| 4.1.1. | Payment by Purchaser to Project Proponent for the Certified Emission Reductions shall be |
| made within 50 Business Days after the CER’s certificate are delivered to Purchaser. | |
| Purchaser shall transfer money into the account of Project Proponent, after the CER | |
| certificate is issued by the EB following each monitoring realized by the DOE. | |
| [Chinese translation] | |
| 4.1.2. | All payments shall be made through the account of Ecolocap which has been registered for |
| the Project when the PDD is submitted to EB for approval. This account is in the EB’s | |
| common account [Chinese translation] | |
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
| Emission Reduction Purchase Agreement Page 9 of 18 | |
| 4.1.3. | All payments shall be made in US Dollars. |
| [Chinese translation] | |
| 4.2. | Costs and Expenses [Chinese translation] |
| 4.2.1. | Subject to clause 4.2.2 below, all fees, costs or other expenses in connection with the |
| Registration and the transfer of CERs shall be borne by Purchaser including VAT, if any, | |
| according to VAT law applied in China. | |
| [Chinese translation] | |
| 4.2.2. | The share of the proceeds from CERs generated by the Project to be used to cover |
| administrative expenses and to assist developing countries that are particularly vulnerable to | |
| the adverse effects of climate change to meet the costs of adaptation according to the Kyoto | |
| Rules shall be borne by the Project Proponent. | |
| [Chinese translation] | |
| 4.2.3. | The Project Proponent should provide necessary information to the Purchaser for the |
| preparation of documents required for PIN (project idea note), PDD (project design | |
| document), the validation, the verification/certification, and the registration with CDM | |
| Executive Board (Annex i). All costs accrued to each of the Parties in negotiating, preparing, | |
| executing and carrying into effect of this Agreement, shall be borne by each of the Parties | |
| themselves. | |
| [Chinese translation] | |
| 5. | Termination and Remedies [Chinese translation] |
| 5.1. | Either Party (the "Non-defaulting Party") shall be entitled to terminate this Agreement by |
| written notice to the other Party with immediate effect if any of the following events occurs: | |
| [Chinese translation] | |
| 5.1.1. | n case the Project is not register as a valid CDM Project activity with the CDM EB within |
| eighteen (18) months upon execution of the ERPA, (which will be signed not later than three | |
| (3) months after the signature of this term sheet), either party shall have the right to terminate | |
| its rights and obligations under the ERPA. | |
| [Chinese translation] | |
| 5.1.2. | In any given Contract Period, if the verification of the Project’s CERs is delayed by 90 days |
| or more due to the Project Proponent ’s or Purchaser’s fault and/or misconduct, each of the | |
| non-defaulting parties shall have the right to terminate its rights and obligations under the | |
| ERPA. | |
| [Chinese translation] | |
| 5.1.3. | In case the project is not commissioned within eighteen (18) months following the date of the |
| ERPA, each Purchaser shall have the right to terminate its rights and obligations under the | |
| ERPA. | |
| [Chinese translation] | |
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 10 of 18
| 5.1.4 | Upon occurrence of an event of default or any other termination event in respect of the |
| Project Proponent or of Purchaser as provided in the ERPA, each of the non-defaulting | |
| parties shall have the right to terminate its rights and obligations under the ERPA. | |
| [Chinese translation] | |
| 5.2 | Force Majeure [Chinese translation] |
| Should either Party be impeded wholly or in part from fulfilling any of its obligations under | |
| the Agreement for reasons of Force Majeure, such obligation shall be suspended to the extent | |
| and for as long as such obligation is affected by Force Majeure and the impeded Party shall | |
| be entitled to such extension of time as may be reasonably necessary. | |
| [Chinese translation] | |
| Either Party shall notify the other Party of the existence and date of beginning of an event of | |
| Force Majeure that is likely to impede its performance under the Agreement within 20 | |
| business days after having obtained knowledge of any such event. Either Party shall likewise | |
| advise the other of the date when such event ended and shall also specify the re-determined | |
| time by which the performance of its obligations hereunder is to be completed. | |
| [Chinese translation] | |
| Project Proponent and Purchaser shall consult with each other with a view of determining any | |
| further appropriate action if a condition of Force Majeure is to continue after 20 business | |
| days from the date of giving notice thereof. | |
| [Chinese translation] | |
| Neither Party shall be liable for damages or have the right to terminate this Agreement for | |
| any delay in performing hereunder if such delay is caused by Force Majeure; provided, | |
| however, that the non-impeded Party shall be entitled to terminate such part of the Agreement | |
| that remains unfulfilled, if the condition of Force Majeure is to continue after 6 months from | |
| the date of giving notice thereof. | |
| [Chinese translation] | |
| 6 | Change in Circumstances [Chinese translation] |
| If any change in circumstances (i.e. a change of scientific basics or applicable standards | |
| relating to the Baseline methodology and/or the applicable criteria for Verification and | |
| Certification of the resulting Emission Reductions) occurs which substantially affects the | |
| Project, the Parties to this Agreement shall enter into negotiations with a view to adapt the | |
| Project and its implementation or any relevant provision of this Agreement, as may be | |
| necessary or useful. A change in circumstances shall in no event be considered substantially | |
| affecting the Project if at least 50% of the Anticipated Emission Reductions can be generated. | |
| [Chinese translation] | |
| The Parties to this Agreement shall cooperate and make their best efforts to enable the | |
| continuation of the Project in accordance with the new circumstances and to achieve the | |
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 11 of 18
| generation and transfer of the Anticipated Emission Reductions. | |
| [Chinese translation] | |
| If any of the documents related to the Project and submitted at any time during the term of | |
| this Agreement fails to be approved by such authority whose approval is required under the | |
| Kyoto Rules or otherwise appears to be non-compliant with any relevant standards or | |
| conditions of the Kyoto Rules, Project Proponent and Purchaser shall discuss whether or not | |
| the relevant documents are to be revised and resubmitted. | |
| [Chinese translation] | |
| 7. | Conditions Precedent [Chinese translation] |
| This Agreement shall enter into force upon satisfaction of the following condition precedent: | |
| [Chinese translation] | |
| Conclusion of a binding agreement with the Host Country. | |
| [Chinese translation] | |
| 8. | Miscellaneous [Chinese translation] |
| 8.1. | Assignment and Subcontracting [Chinese translation] |
| Because the interests of Project Proponent is paid by Purchaser, Project Proponent shall not, | |
| without the written consent of Purchaser, assign or transfer the Agreement or the benefits or | |
| obligations thereof or any part thereof to any other person. | |
| [Chinese translation] | |
| Purchaser may transfer any of its rights or obligations under the ERPA to any third party | |
| (“assignee”) without consent of Project Proponent. However, Purchaser shall inform Project | |
| Proponent for these transfers if any. Rights and obligations between Purchaser and Project | |
| Proponent remain the same after the transfer. | |
| [Chinese translation] | |
| Within 90 business days before the first commitment period come to an end, both Parties | |
| shall renegotiate to continue the agreement. If over 30 days, starting the day on which the | |
| first commitment period ends, both Parties can not come to an agreement, Project Proponent | |
| has full power to assign the Agreement to any other person without legal ties from Purchaser. | |
| [Chinese translation] | |
| 8.2. | Confidentiality and Disclosure [Chinese translation] |
| The Parties shall treat as confidential all information obtained as a result of entering into or | |
| performing this Agreement which relates to the provisions of this Agreement, the | |
| negotiations relating to this Agreement and the subject matter of this Agreement. | |
| [Chinese translation] | |
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 12 of 18
| No Party shall disclose any such confidential information to any third party, except in those | |
| circumstances where disclosure is required in order to comply with any laws or regulations, | |
| including without limitations of the Kyoto Rules. | |
| [Chinese translation] | |
| 8.3. | Notices [Chinese translation] |
| Any communications to be made under or in connection with this Agreement shall be made | |
| in writing (including by facsimile) to the address or facsimile number, from time to time | |
| designated by the Party to whom the communication is to be made to the other Party for that | |
| purpose. | |
| [Chinese translation] | |
| A communication shall only be considered as legal effect if it is posted and confirmed by | |
| both Parties. | |
| 8.4. | Entire Agreement [Chinese translation] |
| This Agreement embodies the whole and only agreement of the Parties with respect to the | |
| subject matter hereof, and no prior or contemporaneous oral or written agreement or | |
| understanding shall be deemed to constitute a part of this Agreement, unless expressly | |
| referred to herein, or attached hereto, or specifically incorporated by reference herein. The | |
| Annexes and schedules to this Agreement constitute integral parts of this Agreement and | |
| shall therefore be deemed part of this Agreement. | |
| [Chinese translation] | |
| 8.5. | Amendments [Chinese translation] |
| This Agreement may only be amended with the written consent of the Parties hereto. | |
| [Chinese translation] | |
| 8.6. | Severability [Chinese translation] |
| If any part or provision of the Agreement is or becomes illegal, void or unenforceable in any | |
| respect, the remaining parts or provisions shall not be affected or impaired. Any deficiency in | |
| the Agreement resulting there from shall be amended by way of interpretation of the | |
| Agreement having due regard to the Parties intent. | |
| [Chinese translation] | |
| 8.7. | Governing law [Chinese translation] |
| This Agreement shall be governed and construed in accordance with English law excluding | |
| its rules on conflicts of laws. | |
| [Chinese translation] | |
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 13 of 18
| 8.8. | Jurisdiction [Chinese translation] |
| Any dispute, claim or controversy arising out of or relating to this agreement will be settled | |
| by arbitration at Hong Kong International Arbitration Center (“HKIAC”) in Hong Kong | |
| under the UNCITRAL Arbitration Rules. The number of arbitrators will be three and the | |
| arbitrators will be appointed in accordance with the UNCITRAL Rules and the HKIAC | |
| Procedures for the Administration of international Arbitration (the “HKIAC | |
| Procedures”).The arbitration proceeding will be administered by HKIAC in accordance with | |
| the HKIAC Procedures. The legal place of the arbitration will be Hong Kong and the | |
| language to be used in the arbitral proceedings will be English. All arbitration costs | |
| (including legal costs) will be borne by the unsuccessful party unless otherwise determined | |
| by the arbitration tribunal. | |
| [Chinese translation] | |
| 8.9. | Counterparts [Chinese translation] |
| This Agreement shall be executed in two counterparts with one copy for Project Proponent | |
| and one for Purchaser. If there are any discrepancies between the English and the Chinese | |
| version, the English version will prevail. | |
| [Chinese translation] | |
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 14 of 18
PARTIES TO THE AGREEMENT [Chinese translation]
WHEREOF the parties have agreed to the terms and conditions of this agreement as
outlined above, this …19th….. (Day) of …Oct.…, 2008, in the presence of:
[Chinese translation]
| Purchaser: | |
| DR. TRI XX XXXXXX | |
| President-CEO: Dr. Tri Xx Xxxxxx | |
| EcoloCap Solutions (Canada) Inc. (EcoloCap) | |
| [Chinese translation] | |
| Project | |
| Proponent: | |
| LI, LISHENG | |
| Chairman of the Board: LI,Lisheng | |
| [Chinese translation] | |
| Hebei Fengda Metallized Pellet Co.,Ltd | |
| [Chinese translation] | |
| Witness No 1 | Witness No 2 |
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 15 of 18
ANNEX i:
1. The salient features of 1 Million /yr Metallized Pellet Production
2. Project time schedule:
- The year 2008:
- The year 2009:
- The year 2009 - 2010:;
- The year 2011:
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 16 of 18
ANNEX ii:
WORK FLOW OF CDM ACTIVITY
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 17 of 18
ANNEX iii:
SUMMARY OF FEASIBILITY STUDY (FS) AND
ENVIRONMETAL IMPACT ASSESSMENT (EIA)
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
Emission Reduction Purchase Agreement Page 18 of 18
ANNEX iv:
PROJECT DEVELOPMENT DOCUMENT (PDD)
Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____
