EMISSION REDUCTION PURCHASE AGREEMENT (ERPA) [Chinese translation] Xinjiang Xiangjianfeng Urumqi Dabancheng 200MW Windfarm 1st Phase-49.5MW Project [Chinese translation]

EX-10.19 20 exhibit1019.htm EXHIBIT 10.19 exhibit1019.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Emission Reduction Purchase Agreement Page 1 of 18

Exhibit 10.19

EMISSION REDUCTION PURCHASE AGREEMENT (ERPA)

[Chinese translation]

Xinjiang Xiangjianfeng Urumqi Dabancheng 200MW Windfarm 1^stPhase-49.5MW 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]

740 St. Maurice suite 102
Montreal, QC H3C 1L5
Canada
Tel: 5148763907 Fax: 5148764080
Email: ***@***

President-CEO: Dr. Tri Vu Truong

and

(the " Seller"), henceforth “PROJECT PROPONENT”
[Chinese translation]

Xinjiang Xiangjianfeng Energy and Technology Development Co., Ltd.
[Chinese translation]

(“Owner”)

Address: Xinjie Building B-24, 79 Heilongjiang Rd, Urumqi, Xinjiang
[Chinese translation]
Telephone: 0991 ###-###-####
Mobile: 13929982313
Email: ***@***

Board Chairman: [Chinese translation]/ HUANG,Weimin

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 committed themselves to reduce
Countries:	or limit their GHG emissions. [Chinese translation]
[Chinese
translation]

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

Anticipated	Means up to ( ) Certified Emission Reductions (CERs) per annum during the Crediting Period, anticipated
Emission	be generating by the Project and calculating in accordance with the Kyoto Rules.
Reduction:	[Chinese translation]
[Chinese
translation]

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

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

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

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

Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____

Emission Reduction Purchase Agreement Page 4 of 18

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

Clean Development	Means the flexible mechanism established by Article 12 of the Kyoto Protocol providing for Annex I
Mechanism (CDM):	Countries to implement projects that reduce emissions in non-Annex I Countries in return for
[Chinese translation]	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:	Means, until December 31, 2026. [Chinese translation]
[Chinese translation]

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

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

First Commitment	Means, from 17 , October, 2008 until 31 December, 2012. [Chinese translation]
Period:
[Chinese translation]

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

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

Host Country:	China [Chinese translation]
[Chinese translation]

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

Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____

Emission Reduction Purchase Agreement Page 5 of 18

Kyoto Rules:	Means the UNFCCC, Kyoto Protocol, the Bonn agreement, the Marrakech Accords, any relevant
[Chinese translation]	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	Means a binding approval of the Project by the Host Country together with an approval of the
(LOA):	transfer of CERs. [Chinese translation]
[Chinese translation]

Monitoring Report:	Means an annual report to be provided by Owner setting out the total number of Emission Reductions
[Chinese translation]	generated by the Project during the 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 reductions in GHG emissions resulting
[Chinese translation]	from the Project conducted in accordance with the Kyoto Rules. [Chinese translation]

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

Project Design Document	Means a detailed description of the Project to be submitted for Validation prepared in accordance with the
(PDD):	Kyoto Rules, the UFG and the Directive and attached as Annex [iv]. The Purchaser will be
[Chinese translation]	responsible for providing PDD development for Registration of the Project. [Chinese translation]

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

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

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

Unit Price:	Means the price payable by Purchaser to Project Proponent per Certified Emission Reduction (CER) unit:
[Chinese translation]	[Chinese 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

Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____

Emission Reduction Purchase Agreement Page 6 of 18

	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 60,000 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 this project for the year 2008 to
[Chinese translation]	2012 with options of extension for two other periods of 7 years, the period 2013-2026,
	with the same terms and conditions except for the price which will be renegotiated.
	[Chinese translation]

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

Verification:	Means the periodic independent review and ex post determination of the monitored reductions in GHG
[Chinese translation]	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 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.		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

Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____

Emission Reduction Purchase Agreement Page 7 of 18

		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]

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 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

Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____

Emission Reduction Purchase Agreement Page 8 of 18

		Project when the PDD is submitted to EB for approval. This account is in the EB’s common
		account [Chinese translation]

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.		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, (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]

Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____

Emission Reduction Purchase Agreement Page 9 of 18

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]

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]

Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____

Emission Reduction Purchase Agreement Page 10 of 18

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
		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]

Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____

Emission Reduction Purchase Agreement Page 11 of 18

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]

		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]

Initial: Project Proponent:_____Initial: Ecolocap Solution (Canada) Inc. :_____

Emission Reduction Purchase Agreement Page 12 of 18

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 Chinese 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 …17th….. (Day) of …Oct.…, 2008, in the presence of: [Chinese translation]:

Purchaser:

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

Project
Proponent:

HUANG, WEIMIN
General Director: HUANG, Weimin

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 Xinjiang Xiangjianfeng Urumqi Dabancheng 200MW
Windfarm 1^stPhrase 49.5 MW Project

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. :_____