OFFICIAL DOCUMENTS LOAN NUMBER 9119-CN Project Agreement (China: Jiangxi Eco-Industrial Parks Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and JIANGXI PROVINCE PROJECT AGREEMENT AGREEMENT between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank") and JIANGXI PROVINCE ("Project Implementing Entity") ("Project Agreement") in connection with the Loan Agreement ("Loan Agreement") of the Signature Date between PEOPLE'S REPUBLIC OF CHINA ("Borrower") and the Bank, concerning Loan No. 9119-CN. The Bank and the Project Implementing Entity hereby agree as follows: ARTICLE I - GENERAL CONDITIONS; DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to the Loan Agreement) apply to and form part of this Agreement. 1.02. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the Loan Agreement or the General Conditions. ARTICLE II - PROJECT 2.01. The Project Implementing Entity declares its commitment to the objective of the Project. To this end, the Project Implementing Entity shall carry out the Project in accordance with the provisions of Article V of the General Conditions and the Schedule to this Agreement, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. ARTICLE III - REPRESENTATIVE; ADDRESSES 3.01. The Project Implementing Entity's Representative is its Governor or Vice- Governor. 3.02. For purposes of Section 10.01 of the General Conditions: (a) the Bank's address is: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America; and (b) the Bank's Electronic Address is: Facsimile: 1-202-477-6391 -2- 3.03. For purposes of Section 10.01 of the General Conditions: (a) the Project Implementing Entity's address is: No. 2166 Fanghu Road Nanchang Jiangxi Province; and (b) the Project Implementing Entity's Electronic Address is: Facsimile: E-mail: 0791-87287635 460661290@qq.com -3- AGREED as of the later of the two dates written below. INTERNATIONAL BANK FOR RECONSTRUC ON AND DEVELOPMENT By Authorized Representative Name: /Qe,. 'S e-r Title: CO j re-e , 'M Date: , )0- JIANGXI PROVINCE [S By Authorized Representative Name: / e,i Title: 7eJ8i7/- e ( 'ce- ae#r,4+O. Date: -TJ , 2 -4- SCHEDULE Execution of the Project Section I. Implementation Arrangements A. Institutional Arrangements 1. For the purpose of carrying out the Project, the Project Implementing Entity shall maintain, and cause to be maintained, the following entities with composition, powers, functions, staffing, facilities and other resources satisfactory to the Bank: (a) At the provincial level: (i) the Provincial Project Leading Group responsible for providing overall policy, financial, and institutional guidance on Project implementation and facilitating coordination among different implementing agencies within its jurisdiction; and (ii) the Provincial Project Management Office responsible for implementation, coordination, reporting, management, and monitoring and evaluation of the activities under Part 1 of the Project, including the preparation of the Project annual work plans and semi-annual progress and financial reports for submission to the Borrower and the Bank. (b) At the FNIZ level: (i) the Fuzhou Project Leading Group, responsible for providing overall policy, financial and institutional guidance on Project implementation and facilitating coordination among different implementing agencies within its jurisdiction; (ii) the Fuzhou Project Management Office, responsible for implementation, coordination, reporting, management, and monitoring and evaluation of the activities under Parts 2, 3 and 4 of the Project at the municipal level, including coordinating day- to-day activities with the Provincial Project Management Office and other agencies, monitoring Project implementation within its jurisdiction and preparing Project annual work plans and semi- annual progress and financial reports for submission to the Borrower and the Bank. 2. For the purpose of assisting the Project Implementing Entity with the carrying out of Parts 2 and 3 of the Project, the Project Implementing Entity, through Fuzhou, -5- shall, by no later than November 30, 2020, enter into an agreement (the "Implementation Agreement") with the FNIZ Development & Investment Group, under terms and conditions acceptable to the Bank, which shall include those set forth in the Annex to this Schedule. 3. The Project Implementing Entity, through Fuzhou, shall exercise its rights under the Implementation Agreement in such manner as to protect the interests of the Borrower and the Bank, and to accomplish the purposes of the Loan, and except as the Bank shall otherwise agree, not assign, amend, abrogate or waive the Implementation Agreement referred to herein or any provision thereof. B. Annual Work Plans and Project Operations Manual 1. The Project Implementing Entity shall, and shall cause Fuzhou to: (a) prepare and furnish to the Bank by December 31 in each year, beginning in 2020, a draft Annual Work Plan for review and comment, summarizing the implementation progress of the Project for the said year and the Project activities to be undertaken in the following calendar year, including the proposed annual budget for the Project; (b) taking into account the Bank's comments, finalize and furnish to the Bank no later than January 31 in each year, beginning in 2021, the Annual Work Plan, satisfactory to the Bank; and (c) thereafter ensure the implementation of the Project during the following calendar year in accordance with the Annual Work Plan agreed with the Bank and in a manner satisfactory to the Bank. The Project Implementing Entity shall, and shall cause Fuzhou to, not amend, suspend, abrogate, or waive said Annual Work Plans or any provision thereof without the prior written agreement of the Bank. 2. Throughout the implementation of the Project, the Project Implementing Entity, shall, and shall cause Fuzhou to, apply, the Project Operations Manual in a timely and efficient manner satisfactory to the Bank. The Project Implementing Entity shall, and shall cause Fuzhou to, not amend, suspend, or waive said Project Operations Manual or any provision or schedule thereof, without the prior written agreement of the Bank. In the event of any inconsistency between the provisions of the Project Operations Manual and those of this Agreement or the Loan Agreement, the provisions of this Agreement and the Loan Agreement shall prevail. C. Safeguards 1. In carrying out the Project, the Project Implementing Entity shall, and shall cause Fuzhou to: (a) take all necessary actions to minimize to the extent possible any involuntary loss by persons of shelter, productive assets or access to productive assets or income or means of livelihood, temporarily or -6- permanently, and the displacement of said people in the carrying out of the Project or any part thereof; (b) where the acquisition of land or assets or the displacement of people is unavoidable, before initiating the implementation of any works which would result in such acquisition or displacement, make available to such people compensation and, as applicable, relocate and rehabilitate the Displaced Persons in accordance with the RAP and in a manner satisfactory to the Bank. 2. The Project Implementing Entity shall implement, and shall cause Fuzhou to implement, the Safeguards Instruments in a manner and substance satisfactory to the Bank. Without limitation on the foregoing, the Project Implementing Entity shall ensure, and cause Fuzhou to ensure, that each contract for works financed under the Project includes the obligations of the work contractors and any sub- contractor to comply with the relevant provisions of the Safeguards Instruments, as the case may be. 3. The Project Implementing Entity shall ensure, and cause Fuzhou to ensure, that all studies and technical assistance to be supported under the Project are carried out under terms of reference satisfactory to the Bank, and that such terms of reference are consistent with, and pay due attention to, the Bank's Safeguards Policies. 4. The Project Implementing Entity shall not, and shall cause Fuzhou not to amend, suspend, or waive the Safeguards Instruments, or any provision thereof, without the prior written concurrence of the Bank. 5. The Project Implementing Entity shall maintain, and shall cause Fuzhou to maintain, policies and procedures adequate to enable them to monitor and evaluate, in accordance with guidelines acceptable to the Bank, the implementation of the Safeguards Instruments. 6. Without limitation to the provisions of paragraphs 1 through 5 of this Section I.C, or the provisions of Section 11.1 below, the Project Implementing Entity shall take, and shall cause Fuzhou to take, all measures necessary on their part to regularly collect, compile, and submit to the Bank, as part of the Project Reports, and promptly in a separate report whenever the circumstances warrant, information on the status of compliance with the Safeguards Instruments, giving details of: (a) measures taken in furtherance thereof; (b) conditions, if any, which interfere or threaten to interfere with the smooth implementation thereof; and -7- (c) remedial measures taken or required to be taken to address such conditions. 7. In the event of any inconsistency between the provisions of the Safeguards Instruments and the provisions of this Agreement or the Loan Agreement, the provisions of this Agreement and the Loan Agreement shall prevail. 8. The Project Implementing Entity shall, and shall cause Fuzhou to: (a) maintain throughout Project implementation, one dam safety expert for the Project having experience and qualifications in the relevant technical fields, acceptable to the Bank, and under terms of reference, including a time-table and adequate budget for its activities, acceptable to the Bank, to, inter alia: (i) inspect and evaluate the status of the Project Reservoirs, their appurtenances, and its performance history; (ii) review and evaluate operation and maintenance procedures of the Project reservoirs; (iii) provide a written report to the Project Implementing Entity, and the Bank of findings and recommendations for any remedial work or safety measures necessary to upgrade the Project Reservoirs to an acceptable standard of safety; and (iv) monitor the implementation of any remedial work or safety measures; (b) provide all support and cooperation to the dam safety expert referred to in subparagraph 8 (a) above, necessary to carry out the functions set forth in said expert's terms of reference; and (c) furnish to the Bank by March 31 of each calendar year, beginning in 2021, the report referred in sub-paragraph 8 (a) above, including an action plan to address the findings and recommendations thereof. D. Financing Arrangements 1 . For the purposes of carrying out of the Project, the Project Implementing Entity shall make available a part of the proceeds of the Loan to Fuzhou, under terms and conditions satisfactory to the Bank, including the following principal terms: (a) The principal amount shall be made available in Dollars or any other Currency as the Loan may be converted from time to time through a Currency Conversion (such principal amount determined on the date, or respective dates, of withdrawal from the Loan Account) of the value of the currency or currencies so withdrawn. (b) The principal amount so made available shall be recovered over a period of thirty (30) years, inclusive of a grace period of nine (9) years. -8- (c) Interest shall be charged on such principal amount withdrawn and outstanding from time to time at a rate equal to the rate of interest applicable from time to time to the Loan pursuant to the provisions of Section 2.05 of the Loan Agreement. (d) A Commitment Charge shall be charged equal to one quarter of one percent (0.25%) per annum on the Unwithdrawn Loan Balance. 2. The Project Implementing Entity shall cause Fuzhou to: (a) manage, operate, monitor, transfer and reconcile the proceeds of the Loan made available to it pursuant to paragraph 1 above in accordance with arrangements and procedures satisfactory to the Bank; (b) take all required actions, including provision of timely consents and approvals as may be necessary, to facilitate the utilization of said Loan proceeds and the implementation of the Project and, to enable the Project Implementing Entity to comply with its undertakings under the Project Agreement; and (c) maintain all relevant records and documents related to the Loan and the Project and provide promptly such documents and records, including all other information, as may be requested by the Project Implementing Entity, the Borrower or the Bank from time to time. Section II. Project Monitoring, Reporting and Evaluation 1. The Project Implementing Entity shall monitor and evaluate the progress of the Project and prepare Project Reports in accordance with the provisions of Section 5.08 (b) of the General Conditions and on the basis of indicators acceptable to the Bank and set forth in the Project Operations Manual. Each such Project Report shall cover the period of one calendar semester and shall be furnished to the Borrower and the Bank not later than sixty (60) days after the end of the period covered by such report. 2. Without limitation to the provisions of paragraph 1 above, the Project Implementing Entity shall prepare, under terms of reference satisfactory to the Bank, and furnish to the Bank no later than June 30, 2024, a consolidated mid-term review report for the Project, summarizing the results of the monitoring and evaluation activities carried out from the inception of the Project, and setting out the measures recommended to ensure the efficient completion of the Project and to further the objectives thereof. 3. The Project Implementing Entity shall provide to the Borrower and the Bank not later than the Closing Date for incorporation in the report referred to in Section 5.08 (c) of the General Conditions all such information as the Borrower or the Bank shall reasonably request for the purposes of that Section. -9- ANNEX TO SCHEDULE Principal Terms and Conditions of the Implementation Agreement For purposes of Section I.A.2 of the Schedule to this Agreement, the Implementation Agreement to be entered into by the Project Implementing Entity, through Fuzhou, and FNIZ Development & Investment Group shall reflect, inter alia, the following terms and conditions: 1. For the purpose of assisting the Project Implementing Entity with the carrying out of Parts 2 and 3 Project, the Project Implementing Entity, through Fuzhou, shall make available to FNIZ Development & Investment Group the proceeds of the Loan allocated from time to time to said Parts, under terms and conditions acceptable to the Bank. 2. The Project Implementing Entity shall have the right to suspend or terminate the right of FNIZ Development & Investment Group to use and/or receive the proceeds of the Loan, upon failure by FNIZ Development & Investment Group to perform any of its obligations under the Implementation Agreement. 3. FNIZ Development & Investment Group shall undertake to: (a) assist the Project Implementing Entity in the carrying out of Parts 2 and 3 of the Project with due diligence and efficiency and in accordance with appropriate management, financial, and engineering practices, and social and environmental standards, acceptable to the Bank, including the Project Operations Manual, the Safeguard Instruments, the Procurement Regulations, the Anti-Corruption Guidelines applicable to recipients of Loan proceeds other than the Borrower, and to provide, promptly as needed, the funds, facilities and other resources required for this purpose; (b) maintain, throughout Project implementation, staff in adequate numbers and with terms of reference and qualifications acceptable to the Bank, to be responsible for implementing Parts 2 and 3 of the Project; and (c) without limitation to the foregoing, to take all measures necessary to ensure that Parts 2 and 3 of the Project is implemented, as applicable, in accordance with the Safeguards Instruments. 4. FNIZ Development & Investment Group shall undertake to procure the works, goods and services to be financed out of the proceeds of the Loan, in accordance with the provisions of the Loan Agreement, and utilize such works, goods and services exclusively in the carrying out of Parts 2 and 3 of the Project. -10- 5. FNIZ Development & Investment Group shall undertake to enable the Bank and the Project Implementing Entity to inspect such sites and works included in the Project, the operation thereof, and any relevant records and documents as the Bank and/or the Project Implementing Entity shall deem necessary. 6. FNIZ Development & Investment Group shall undertake, throughout Project implementation, to: (a) maintain records and accounts adequate to reflect its operations and financial condition in accordance with sound accounting practices; (b) have its financial statements (balance sheets, statements of income and expenses and related statements) for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (c) furnish to the Bank and the Project Implementing Entity, as soon as available, but in any case not later than six (6) months after the end of each such year: (i) certified copies of the Project financial statements and accounts for such year as so audited; (ii) an opinion on such statements by the auditors referred to in paragraph 6 (b) above, in such scope and detail as the Bank and/or the Project Implementing Entity shall have reasonably requested; and (iii) all such other information concerning said records, accounts and financial statements, as well as the audit thereof, as the Bank and/or the Project Implementing Entity shall reasonably request; (d) maintain policies and procedures adequate to enable it to monitor and evaluate on an ongoing basis, in accordance with the performance indicators agreed between the Project Implementing Entity and the Bank, the carrying out of the Project and the achievement of the objective thereof; and (e) to take out and maintain with responsible insurers such insurance, against such risks and in such amounts, as shall be consistent with sound business practice, including, without limitation, such insurance to cover hazards incident to the acquisition, transportation and delivery of goods financed out of the proceeds of the Loan to the place of use or installation, any indemnity thereunder to be made payable in a currency freely usable to replace or repair such goods.