{"id":42133,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/chengdu-aes-kaihua-gas-turbine-power-co-ltd-cooperative-joint2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"chengdu-aes-kaihua-gas-turbine-power-co-ltd-cooperative-joint2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/chengdu-aes-kaihua-gas-turbine-power-co-ltd-cooperative-joint2.html","title":{"rendered":"Chengdu AES Kaihua Gas Turbine Power Co. Ltd. Cooperative Joint Venture Contract and Articles of Association &#8211; Chengdu Huaxi Electric Power Shareholding (Group) Co. Ltd., Chengdu Huachuan Petroleum &#038; Natural Gas Exploration and Development Co., China National Aero-Engine Corp., AES China Generating Co. Ltd."},"content":{"rendered":"<pre>\n                                  Agreement of\n                                Amendment to the\n         Cooperative Joint Venture Contract and Articles of Association\n                of Chengdu AES KAIHUA Gas Turbine Power Co., Ltd.\n\n\n         In accordance with the relevant laws and regulations of the People's\nRepublic of China, this Agreement of Amendment (the 'Agreement of Amendment') is\nhereby entered into among Chengdu Huaxi Electric Power Shareholding (Group)\nCompany Ltd.[Chinese text] and Chengdu Huachuan Petroleum &amp; Natural Gas\nExploration and Development Company [Chinese text] (together referred to herein\nas 'Party A'), China National Aero-Engine Corporation [Chinese text] ('Party B')\nand AES China Generating Company Limited [Chinese text] ('Party C'), following\nfull discussions by Party A, Party B and Party C (Party A, Party B and Party C\nhereinafter collectively referred to as the 'Parties') with respect to\namendments to the Cooperative Joint Venture Contract ('Cooperative JVC') and the\nArticles of Association ('Articles') of Chengdu AES KAIHUA Gas Turbine Power\nCo., Ltd.\n\n         NOW THEREFORE, the Parties agree to amend the Cooperative JVC and\nArticles as follows:\n\n1.       Article 1 of the Cooperative JVC is deleted in its entirety and the \n         following new Article 1 is substituted in its place:\n\n         THIS CONTRACT is made in Beijing, the People's Republic of China on\n         this 28th day of November, 1995 by and among Chengdu Huaxi Electric\n         Power Shareholding (Group) Company Ltd. and Chengdu Huachuan Petroleum\n         &amp; Natural Gas Exploration and Development Company (hereinafter\n         collectively referred to as 'Party A'), China National Aero-Engine\n         Corporation (hereinafter referred to as 'Party B') and AES China\n         Generating Company Limited (hereinafter referred to as 'Party C'). Each\n         of Party A, Party B and Party C shall hereinafter individually be\n         referred to as a 'Party' and collectively as the 'Parties'.\n\n         After friendly consultations conducted in accordance with the\n         principles of equality and mutual benefit, the Parties have agreed to\n         organize Sino Foreign Chengdu AES KAIHUA Gas Turbine Power Co., Ltd.\n         (the 'Company') in accordance with the Law of the People's Republic of\n         China on Sino-Foreign Cooperative Joint Venture Enterprises (the\n         'Cooperative Joint Venture Law'), other relevant laws and regulations\n         of the People's Republic of China, and the provisions of this Contract.\n\n2.       Article 3.01 of the Cooperative JVC is deleted in its entirety and the\n         following new Article 3.01 is substituted in its place:\n\n         The Parties to this Contract are:\n\n         (a)      Party A, Chengdu Huaxi Electric Power Shareholding (Group) \n                  Company Ltd., a corporation registered in Chengdu City,\n                  Sichuan Province, the People's Republic of China with its\n                  legal address at: No. 24 Nansanduan Y. Huan Road, Chengdu\n                  City, Sichuan Province, PRC\n\n                  and\n\n                  Chengdu Huachuan Petroleum &amp; Natural Gas Exploration and \n                  Development Company, a corporation registered in Chengdu City,\n                  Sichuan Province, the People's Republic of China with its\n                  legal address at: \n                  116 North 4 Section of Yihuan Lu, Chengdu 610081, Sichuan \n                  Province, PRC\n\n                  (the two foregoing corporations hereinafter collectively \n                  referred to as 'Party A')\n\n                  Legal Representative of Party A:\n\n                  Name: Qu De Lin\n                  Position: General Manager\n                  Nationality: Chinese\n\n         (b)      Party B, China National Aero-Engine Corporation, a Chinese \n                  economic legal entity registered in China with its legal\n                  address at: No. 16 Donghuangchenggen, Dongcheng District,\n                  Beijing, PRC\n\n                  Legal Representative of Party B:\n\n                  Name: Zhou Xiaoqing\n                  Position: General Manager\n                  Nationality: Chinese\n\n         (c)      Party C, AES China Generating Company Limited, a company \n                  registered in Bermuda with its legal address at 9\/F, Allied\n                  Capital Resources Building, 32-38 Ice House Street, Central,\n                  Hong Kong\n\n                  Legal Representative of Party C:\n\n                  Name: Paul T. Hanrahan\n                  Position: President\n                  Nationality: U.S.A.\n\n3.  Article 16.01(d) of the Cooperative JVC is deleted in its entirety and the \nfollowing new Article 16.01(d) is substituted in its place:\n\n         The distribution of available cash of the Company shall be carried out\n         in accordance with the following priority of payments:\n\n\n         (i)      Operation and maintenance costs (including VAT) of the GT \n                  Plant and management costs of the Company;\n\n\n         (ii)     Principal and interest payments due pursuant to the Loan \n                  Contracts;\n\n         (iii)    Income taxes and any other taxes;\n\n         (iv)     Contributions to statutory funds; and\n\n         (v)      Distributions of remaining after-tax profits to the Parties\n                  once a year at such time as the Board shall determine, as\n                  follows:\n\n                  (A)      in any year, if the Power Station was available to \n                           generate electricity during [***] hours in such year,\n                           (a) first, to Party C, an amount necessary, after\n                           conversion of Renminbi into U.S. Dollars, to provide\n                           it with a [***] internal rate of return (after\n                           payment of taxes and after funding all required\n                           reserves) on its contributions to the registered\n                           capital of the Company over the term of the Joint\n                           Venture established by this Contract, (b) second,\n                           pari passu to Party A and Party B, an amount\n                           necessary to provide each of Party A and Party B with\n                           a [***] internal rate of return (after payment of\n                           taxes and after funding all required reserves) on its\n                           contributions to the registered capital of the\n                           Company over the term of the Joint Venture\n                           established by this Contract, (c) third, to pay Party\n                           A in reimbursement of any payment Party A previously\n                           has made to Chengdu Huachuan Petroleum &amp; Natural Gas\n                           Exploration and Development Company ('Gas Supplier')\n                           in its capacity as natural gas supplier under a Gas\n                           Purchase and Supply Contract entered into between the\n                           Gas Supplier and the Company for natural gas\n                           purchased by the Company, plus interest on any such\n                           payment as determined to be appropriate by the Board\n                           and (d) fourth, remaining amounts to the Parties in\n                           accordance with the percentage of their respective\n                           Registered Capital contributions to the Company; and\n\n[***] Filed separately with the Commission pursuant to a request for\nconfidential treatment.\n\n                  (B)      in any year, if the Power Station was available to\n                           generate electricity for less than [***] hours in\n                           such year, to the Parties in accordance with the\n                           percentage of their respective Registered Capital\n                           contributions to the Company.\n\n[***] Filed separately with the Commission pursuant to a request for\nconfidential treatment.\n\n         (vi)     In accordance with Article 16.01(d)(v) hereof cash shall be\n                  distributed once a year (unless the Board of Directors of the\n                  Company approves more frequent distributions). All payments by\n                  the Company to the Parties under Article 16.01(d)(v) hereof\n                  shall be made by wire transfer to the bank accounts designated\n                  by the Parties from time to time. All distributions to Party C\n                  shall be made in accordance with Article 16.04(c) hereof.\n\n4.   Article 16.06(b) of the Cooperative JVC is deleted in its entirety and the\nfollowing new Article 16.06(b) is substituted in its place:\n\n                  Subject to Article 16.01(d)(v) hereof, all distributable\n                  profits shall be distributed to the Parties in proportion to\n                  their respective share of Registered Capital.\n\n5.  Section 1.1 of the Articles is deleted in its entirety and the following \nsubstituted in its place:\n\n         In accordance with the Law of the People's Republic of China on\n         'Sino-Foreign Cooperative Joint Venture Enterprises' (the 'Cooperative\n         Joint Venture Law'), and other relevant laws and regulations, Chengdu\n         Huaxi Electric Power Shareholding (Group) Company Ltd., Chengdu\n         Huachuan Petroleum &amp; Natural Gas Exploration and Development Company\n         (collectively referred to hereinafter as 'Party A'), China National\n         Aero-Engine Corporation (referred to hereinafter as 'Party B') and AES\n         China Generating Company Limited (referred to hereinafter as 'Party C')\n         have entered into the Cooperative Joint Venture Contract (referred to\n         hereinafter as the ('Joint Venture Contract') for the establishment of\n         the Chengdu AES KAIHUA Gas Turbine Power Co., Ltd. on November 28, 1995\n         in Beijing, the People's Republic of China. Party A, Party B and Party\n         C hereby formulate these Articles of Association to govern the\n         operation of the Chengdu AES KAIHUA Gas Turbine Power Co., Ltd. (Each\n         of Party A, Party B or Party C shall hereinafter individually be\n         referred to as a 'Party' and collectively as the 'Parties'.)\n\n6. Section 1.4 of the Articles is deleted in its entirety and the following \nsubstituted in its place:\n\n         The Parties to these Articles of Association are:\n\n         (1)      Party A, Chengdu Huaxi Electric Power Shareholding (Group)\n                  Company Ltd., a Chinese state-owned enterprise registered in\n                  Chengdu City, Sichuan Province, the People's Republic of\n                  China, with its legal address in Chengdu City, Sichuan\n                  Province, PRC; and\n\n                  Chengdu Huachuan Petroleum &amp; Natural Gas Exploration and \n                  Development Company, a Chinese corporation registered in\n                  Chengdu City, Sichuan Province, the People's Republic of China\n                  with its legal address at: \n                  116 North 4 Section of Yihuan Lu, Chengdu 610081, Sichuan \n                  Province, PRC\n\n                  (the two foregoing corporations hereinafter collectively \n                  referred to as 'Party A')\n\n                           Legal Representative of Party A:\n\n                           Name:            Qu DeLin\n                           Position:        General Manager\n                           Nationality:     Chinese\n\n         (2)      Party B, China National Aero-Engine Corporation, a Chinese\n                  economic legal entity with its legal address at No.16\n                  Donghuangchenggen North Street, Dongcheng District, Beijing,\n                  PRC.\n\n                           Legal Representative of Party B:\n\n                           Name:            Zhou Xiaoqing\n                           Position:        General Manager\n                           Nationality:     Chinese\n\n         (3)      Party C, AES China Generating Company Limited, a company\n                  registered in Bermuda with its legal address at 9\/F., Allied\n                  Capital Resources Building, 32-38 Ice House Street, Central,\n                  Hong Kong.\n\n                           Legal Representative of Party C:\n\n                           Name:            Paul Hanrahan\n                           Position:        President\n                           Nationality:     U.S.A.\n\n7.  Article 8.2 of the Articles is deleted in its entirety and the following new\nArticle 8.2 is substituted in its place:\n\n                  Subject to Article 16.01(d)(v) of the Joint Venture Contract,\n                  all distributable profits shall be distributed to the Parties\n                  in proportion to their respective share of Registered Capital.\n\n8. This Agreement of Amendment is an inalienable part of the Cooperative JVC and\nArticles, and upon the approval of the original examination and approval\nauthority of the Cooperative JVC and Articles, shall have the same effect with\nthe Cooperative JVC and Articles and shall amend the Cooperative JVC and\nArticles accordingly as provided herein.\n\n9. This Agreement of Amendment is written in Chinese and English. Both language\nversions shall have the same validity and effect. Each version has eight\ncounterparts. Each of the Parties shall keep one set, the remaining\ncounterparts, shall be submitted to the original examination and approval\nauthority of the Cooperative JVC and Articles and to such other relevant\ndepartments as is required.\n\n10. This Agreement of Amendment shall become effective upon its execution by the\nParties and the approval of the original examination and approval authority of\nthe Cooperative JVC and Articles.\n\n\n\n         IN WITNESS WHEREOF, the Parties have caused this Agreement of Amendment\nto be executed by their duly authorized representatives as of __ day of July,\n1996 in the People's Republic of China.\n\n\nFor and on behalf of Party A:\n\nChengdu Huaxi Electric Power\nShareholding (Group) Company Ltd.\n\n\nBy: [Signature Illegible]\nName:\n\n\nChengdu Huachuan Petroleum &amp; Natural Gas Exploration and Development Company\n\n\nBy: [Signature Illegible]\nName:\n\n\nFor and on behalf of Party B:\n\nChina National Aero-Engine Corporation\n\n\nBy: [Signature Illegible]\nName:\n\n\nFor and on behalf of Party C:\n\nAES China Generating Company Limited\n\n\nBy: [Signature Illegible]\nName:\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6585],"corporate_contracts_industries":[9534],"corporate_contracts_types":[9613,9617],"class_list":["post-42133","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aes-china-generating-co-ltd","corporate_contracts_industries-utilities__electric","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42133","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42133"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42133"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42133"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42133"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}