EMISSION REDUCTION PURCHASE AGREEMENT(ERPA) [Chinese translation](ERPA) XISC Power Generation Using Waste Heat from Sintering System (WHR) [Chinese translation]

EX-10.12 13 exhibit1012.htm EXHIBIT 10.12 exhibit1012.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Emission Reduction Purchase Agreement Page 1 of 17

Exhibit 10.12

EMISSION REDUCTION PURCHASE AGREEMENT(ERPA)
[Chinese translation](ERPA)

XISC Power Generation Using Waste Heat
from Sintering System (WHR)
[Chinese translation]

Between

(the "Purchaser")[Chinese translation]
ECOLOCAP SOLUTIONS (CANADA) INC (ECOLOCAP)

740 St Maurice suite 102
Montreal, Qc H3C1L5
Canada Tel: 5148763907
Fax: 5148764080
Email: ***@***
President-CEO: Dr. Tri Vu Truong

(the " Seller"), henceforth “PROJECT PROPONENT” [Chinese translation]
Owner: Xiangtan Iron and Steel Group Co., Ltd (“XISC”) [Chinese translation]

Address: Yuetang, Xiangtan City, Hunan, 411101, P. R. China [Chinese translation]-
Telephone: 8653018, 13707328182
Fax : 0732 ###-###-####
Email: ***@***
General Director: Liu, Jie [Chinese translation]

XISC Power Generation Using Waste Heat from Sintering System (WHR) [Chinese translation]

Emission Reduction Purchase Agreement Page 2 of 17

Interpretation and Definitions [Chinese translation]

In this Agreement, unless otherwise required by the context, all capitalized terms shall have the meaning set forth in the definitions below.
[Chinese translation]:

Agreement [Chinese translation]	Means this Emission Reduction Purchase Agreement (ERPA). [Chinese translation]

Annex B Countries [Chinese translation]	Means the countries listed in Annex B to the Kyoto Protocol having committed themselves to reduce or limit their GHG emissions. [Chinese translation]


Annex I Countries [Chinese translation]	Means the parties to the UNFCCC listed in Annex I thereto (Annex I consists of industrial countries and countries in transition). [Chinese translation]


Baseline/ [Chinese translation]	Means the scenario that reasonably represents the anthropogenic emissions of GHG that would occur in the Host Country in the absence of the Project, determined in accordance with the Kyoto Rules. [Chinese translation]



Business Day [Chinese translation]	Means a day on which banks are open for general business in China. [Chinese translation]

Carbon Dioxide Equivalent [Chinese translation]	Means a metric measure used to compare the emissions of various GHG based upon their global warming potential. [Chinese translation]


Certification [Chinese translation]	Means the written confirmation by an Operational Entity of an Emission Reduction resulting from a CDM project and having passed the Verification procedure according to the Kyoto Rules. [Chinese translation]



Certified Emission Reduction (CER) [Chinese translation]	Means a unit of Emission Reduction issued pursuant to Article 12 of the Kyoto Protocol and the requirements of the Kyoto Rules (including Certification), equal to one metric ton of Carbon Dioxide Equivalent resulting from a CDM project. [Chinese translation]

XISC Power Generation Using Waste Heat from Sintering System (WHR) [Chinese translation]

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Clean Development Mechanism (CDM) [Chinese translation]	Means the flexible mechanism established by Article 12 of the Kyoto Protocol providing for Annex I Countries to implement projects that reduce emissions in non-Annex I Countries in return for CERs and assist the non-Annex I Countries in achieving sustainable development and contributing to the ultimate objective of the UNFCCC. [Chinese translation]





Crediting Period [Chinese translation]	If Kyoto Protocol ceases to have effect or is terminated before the expiration of any crediting period, the purchasing agreement will remain valid for purchasing obligations prior to this termination date, however purchasing obligations beyond this termination date will automatically cease. [Chinese translation]





Emission Reduction [Chinese translation]	Means reduction in emission of GHG achieved, calculated in accordance with the Kyoto Rules. [Chinese translation]


Executive Board [Chinese translation]	Means the international authority elected by the representatives of the parties to the Kyoto Protocol responsible for monitoring the CDM process. [Chinese translation]



First Commitment Period [Chinese translation]	Means July 14, 2008 until December 31, 2012. [Chinese translation]


Force Majeure [Chinese translation]	Means any circumstance or condition beyond the control of either party to this Agreement affecting the performance of its obligations under this Agreement including in particular wars, insurrection, natural disaster or equivalent circumstances. [Chinese translation]




Greenhouse Gases (GHG) [Chinese translation]	Means the six gases listed in Annex A to the Kyoto Protocol. [Chinese translation]


Host Country [Chinese translation]	China [Chinese translation]

Kyoto Protocol [Chinese translation]	Means the protocol to the UNFCCC adopted at the third conference of the parties to the UNFCCC in Kyoto, Japan, on December 11, 1997. [Chinese translation]

XISC Power Generation Using Waste Heat from Sintering System (WHR) [Chinese translation]

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Kyoto Rules [Chinese translation]	Means the UNFCCC, Kyoto Protocol, the Bonn agreement, the Marrakech Accords, any relevant decisions, guidelines, modalities and procedures 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. /UNFCCC [Chinese translation]






Letter of Approval (LOA) [Chinese translation]	Means a binding approval of the Project by the DNA of the Host Country together with an approval of the transfer of CERs. [Chinese translation]


Monitoring Report [Chinese translation]	Means an annual report to be provided by Owner setting out the total number of Emission Reductions generated by the Project during the previous year according to the Kyoto Rules, international Monitoring rules and the PDD. [Chinese translation]




Monitoring [Chinese translation]	Means the collection and record of data allowing the assessment of reductions in GHG emissions resulting from the Project conducted in accordance with the Kyoto Rules. [Chinese translation]



Designated Operational Entity(DOE) [Chinese translation]	Means an independent entity accredited by the Executive Board being the executive body for CDM and inter alias responsible for determining whether a project and the resulting Emission Reductions meet the requirements of Article 12 of the Kyoto Protocol. [Chinese translation]




Project Design Document (PDD) [Chinese translation]	Means a detailed description of the Project to be submitted for Validation attached here in Annex []. The Purchaser will be responsible for providing PDD development for Registration of the Project. [Chinese translation]



Project [Chinese translation]	Means the proposed CDM project described in the PDD and other documents describing the implementation and economics of the Project attached in Annex [] [Chinese translation]

XISC Power Generation Using Waste Heat from Sintering System (WHR) [Chinese translation]

Emission Reduction Purchase Agreement Page 5 of 17

Registration [Chinese translation]	Means the official registration of a CDM project by the Executive Board according to the Kyoto Rules. [Chinese translation]


UNFCCC	Means the United Nations Framework Convention on Climate Change adopted in New York on May 9, 1992. [Chinese translation]


Unit Price [Chinese translation]	Means the price payable by Purchaser to Project Proponent per Certified Emission Reduction (CER) unit: [Chinese translation]: The purchase unit price paid by EcoloCap Solutions Canada Inc to Chinese Project Proponent for the CER is fixed at (9.6)Euro for the year 2009 to 2012; both parties will renegotiate the ERPA for the extension period (2013-2026). [Chinese translation] The amount paid to the Chinese Project Proponent for the total certified CER generated from this project is fixed at (80)% of the total value of CER at this above mentioned purchase price ((9.6)Euro) “Total revenues” is defined as the amount of: (9.6)Euro x total CER. Ecolocap Solutions Canada Inc. will get (20)% of the total revenues. [Chinese translation] TERM: [Chinese translation] Project proponent agrees by this ERPA to sell CERs generated by the project to the Purchaser for the year 2009 to 2012 and give the Purchaser the right of first refusal to renegotiate the ERPA for the extension period 2013-2026 [Chinese translation]



















Validation [Chinese translation]	Means the assessment of the PDD, including the Baseline, by an Operational Entity, determining its compliance with the Kyoto Rules. [Chinese translation]

XISC Power Generation Using Waste Heat from Sintering System (WHR) [Chinese translation]

Emission Reduction Purchase Agreement Page 6 of 17

Verification [Chinese translation]		Means the periodic independent review and ex post determination of the monitored reductions in GHG emissions that the Project has 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 to 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]

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.	Certified Emission Reductions [Chinese translation]

2.1.1.	The Purchaser will purchase the total certified emission reduction, the number of which is
	monitored and accepted by the DOE.
	[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 or cause to be transferred to
	Purchaser all rights (and, to the extent legally possible and permissible, legal title) which
	Project Proponent may have in the Anticipated Emission Reductions generated during the
	Crediting Period to Purchaser.
	[Chinese translation]

2.1.3.	Purchaser shall pay to Project Proponent the Unit Price for each Certified 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]

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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]

3.		Transfer [Chinese translation]

		Transfer to Purchaser of all the rights (and, to the extent legally possible and permissible,
		legal title) which Project Proponent may have in a Certified Emission Reduction shall have
		occurred upon the transfer of a CER from the register of the Executive Board to a register in
		favor of Purchaser or such other account or register Purchaser has notified to Project
		Proponent in writing.
		[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 (the rights
		in which are transferred pursuant to clause 3) shall be deposited in the project proponent’s
		account within 60 Business Days after the CERs are delivered
		[Chinese translation]

4.1.2.		All payments shall be made to the accounts specified from time to time be notified to the
		other party in writing [Chinese translation]

4.1.3.		All payments shall be made in Euro. [Chinese translation]

4.2.		Costs and Expenses [Chinese translation]

4.2.1.		Subject to clause 4.2.2 below, all taxes, fees, costs or other expenses in connection with the
		generation of CERs by the Project and their Registration and transfer (including VAT in any
		jurisdiction Purchaser duly notifies Project Proponent to transfer CERs as in Clause 3, if
		applicable) shall be borne by Project Proponent and purchaser.
		[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 Purchaser.
		[Chinese translation]

XISC Power Generation Using Waste Heat from Sintering System (WHR) [Chinese translation]

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		Project proponent shall pay all costs and fees in connection with the project-relevant
		documents preparation for use in the host country, the submission, approval, construction,
		operation, maintenance and monitoring of the project activities taking place in the host
		country, including but not limited to the tax, costs and expenses levied by Chinese National
		Development and Reform Commission and other government authorities.
		[Chinese translation]

		Purchaser shall pay all the costs and fees in connection with the CDM project development
		abroad, including but not limited to the obtaining of any approvals from the Canada
		government as required under the CDM rules, the preparation of PIN (project idea
		note)/PDD(project design document), the validation, the verification/certification, and the
		registration with CDM Executive Board.
		[Chinese translation]

4.2.3.		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.		In 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, 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]

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]

XISC Power Generation Using Waste Heat from Sintering System (WHR) [Chinese translation]

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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 5
		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, or any changes related to
		policy/regulations of the Chinese government) 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
		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

XISC Power Generation Using Waste Heat from Sintering System (WHR) [Chinese translation]

Emission Reduction Purchase Agreement Page 10 of 17

		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 conditions 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]
		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, rights and obligations between
		Purchaser and Project Proponent remain the same after the transfer.
		[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]

		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 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. The address and facsimile number so designated are set out in Annex [] hereto.
		[Chinese translation]

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		Communication will only be effected, if sent by mail, when delivered to or rejected by the
		recipient, if sent by facsimile, when a transmission report shows that the facsimile has been
		sent.
		[Chinese translation]

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 by the laws of P.R.C., but in the event that there is no
		Chinese law governing a particular matter relating to this CONTRACT, reference shall be
		made to general international commercial practice.
		[Chinese translation]

8.8.		Jurisdiction [Chinese translation]

		If any disputes arise between the parties relating to or in connection with this Agreement, the
		parties shall attempt at first instance to resolve such disputes through friendly discussion. If the
		disputes cannot be resolved in this manner to the satisfaction of the parties within forty-five
		(45) days after the date that any party has notified the other party in writing of such disputes,
		the parties shall submit the disputes to arbitration by the China International Economic and
		Trade Arbitration Commission. The arbitration awards shall be final and binding on the party,
		and the party agrees to be bound thereby and shall act accordingly.
		[Chinese translation]

XISC Power Generation Using Waste Heat from Sintering System (WHR) [Chinese translation]

Emission Reduction Purchase Agreement Page 12 of 17

The costs of arbitration will be borne by the losing party, unless otherwise determined by the arbitration award.
During the process of arbitration, except the section over which the dispute arises between the parties, this CONTRACT
shall be performed continuously.
[Chinese translation]

8.9. Counterparts [Chinese translation]

This Agreement shall be executed in four counterparts with two copies for Project Proponent and two for Purchaser.
If there are any discrepancies between the English and the Chinese version, the Chinese version will prevail.
[Chinese translation]

ANNEX I	The salient features of XISC Coke Dry Quenching Project at Xiangtan, Hunan Province,
	China.
	[Chinese translation]

ANNEX II	Schedule for Project implementation
	[Chinese translation]

Annex III	Work flow of CDM Activity
	[Chinese translation]

Annex [ ]	Address designated
	[Chinese translation]

XISC Power Generation Using Waste Heat from Sintering System (WHR) [Chinese translation]

Emission Reduction Purchase Agreement Page 13 of 17

PARTIES TO THE AGREEMENT [Chinese translation]

WHEREOF the parties have agreed to the terms and conditions of this agreement as outlined above, this
14^thday of July, 2008, in the presence of: [Chinese translation]

Purchaser: [Chinese translation]

ECOLOCAP SOLUTIONS (CANADA) INC
(ECOLOCAP)


	DR. TRI VU TRUONG
	President-CEO: Dr. Tri Vu Truong


Project Proponent: [Chinese translation]

Xiangtan Iron and Steel Group Co., Ltd
(“XISC”)/ [Chinese translation]


	LIU, JIE
	General Director: Liu, Jie [Chinese translation]





Witness No 1		Witness No 2
[Chinese translation]		[Chinese translation]

XISC Power Generation Using Waste Heat from Sintering System (WHR) [Chinese translation]

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ANNEX I The salient features of XISC Power Generation Using Waste Heat
from Sintering System (WHR) at Xiangtan, Hunan Province, China.
[Chinese translation]

No	Parameters	Units	Value
1	[Chinese translation] Sinter 1x180m²	[Chinese translation]	1
2	[Chinese translation]	Nm³/h	306000
3	[Chinese translation]	[Chinese translation]	250/380
4	[Chinese translation]	[Chinese translation]	1
5	[Chinese translation]	[Chinese translation]	1
6	[Chinese translation]	KW	4500
7	[Chinese translation]	h/[Chinese translation]	8000
8	[Chinese translation]	10⁶kwh/[Chinese translation]	35.12
9	[Chinese translation]	10⁶kwh/[Chinese translation]	29.5
10	[Chinese translation]	[Chinese translation]	10325
11	CO₂[Chinese translation]	[Chinese translation]	27051.5
12	[Chinese translation]	[Chinese translation]	10
13	[Chinese translation]	[Chinese translation]
14	[Chinese translation]	[Chinese translation]
15	[Chinese translation]	[Chinese translation]
16	[Chinese translation]	[Chinese translation]
17	[Chinese translation]
18	[Chinese translation]
19	[Chinese translation]	[Chinese translation]
20	[Chinese translation]	[Chinese translation]

ANNEX II Schedule for Project implementation
[Chinese translation]

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Annex III Work flow of CDM Activity
[Chinese translation]

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Annex [ ] Address designated
[Chinese translation]

Purchaser: [Chinese translation]

ECOLOCAP SOLUTIONS (CANADA) INC (ECOLOCAP)

740 St Maurice suite 102
Montreal, Qc H3C1L5
Canada
Tel: 5148763907
Fax: 5148764080
Email: ***@***

Project Proponent: [Chinese translation]

Xiangtan Iron and Steel Group Co., Ltd (“XISC”)/ [Chinese translation]

Address: Yuetang, Xiangtan City, Hunan, 411101, P. R. China [Chinese translation]
Telephone: 0732- 8653018, 13707328182
Fax : 0732 ###-###-####
Email: ***@***

XISC Power Generation Using Waste Heat from Sintering System (WHR) [Chinese translation]