EPC Contract


 


Contract Serial Number: 2010-CB-1052-01


 


		Project Name:	800,000t/a Sulfuric acid with HRS installation



 


		Purchaser:	(镇江凯林热能有限公司)Zhenjiang,Kailin
Heat Energy Co., Ltd.



 


		Contractor:	(中江能源回收(上海)有限公司)CER
Energy Recovery (Shanghai) Co., Ltd. 



(上海海陆昆仑高科技工程有限公司)Shanghai
Hai Lu Kun Lun Hi-tech Engineering Co., Ltd.


 


		Issue Date:	8th January 2011



 


		Place of Issue:	Zhenjiang, Jiangsu Province



 


Drawn up by


 


The Ministry of Construction of The People’s
Republic of China


 


China’s National Bureau of Administration
for Commerce and Industries


 



    	 



    	 



    

 


Purchaser (full name): Zhenjiang Kailin
Heat Energy Co., Ltd.


Contractor (full name): China Energy
Recovery (Shanghai) Co., Ltd.; Shanghai Haie Hi-Tech Engineering Co., Ltd.


 


This contract is hereby,
on agreement to the EPC of an 800,000 ton annual production capacity sulfuric acid plant with HRS installation, entered into between
the two parties in accordance with the Contract Law of the People’s Republic of China, Construction Law of the People’s
Republic of China and other relevant laws and administrative regulations, and in accordance with the principles of equality, voluntariness,
fairness, honesty and trust.


This engineering project
will be undertaken by the alliance of China Energy Recovery (Shanghai) Ltd. and Shanghai Haie Hi-Tech Engineering Co., Ltd. China
Energy Recovery is responsible for the equipment purchasing.


 


		1.	Engineering Outline



 


Engineering name: 800,000
ton annual sulfuric acid plant with HRS installation


Engineering location: Zhenjiang


Engineering specifics: EPC
of an 800,000 ton annual sulfuric acid plant and HRS installation


 


		2.	Engineering Scope



 


		1)	Contractor Design Scope



		l	800,000 ton annual production capacity
sulfuric acid feasibility study, safety facilities, energy conservation, fire protection, professional hygiene document;



		l	800,000 ton annual production capacity
sulfuric acid battery limit civil engineering, utilities, fire protection, industrial pipeline, facilities, corrosion prevention,
insulation, electric, apparatus, communications, supervisory controls, lightning protection, rest control room, etc. complete design;



		l	Riverside sulfuric acid and liquid sulfur
dock civil engineering, industrial pipeline, facilities, corrosion prevention, insulation, electric, apparatus, communications,
supervisory controls, lightning protection, and other designs;



		l	Battery limit to riverside dock liquid
sulfur and sulfuric acid pipeline design.



 


		2)	Scope of Project Contracting



		l	800,000 ton annual production capacity
sulfuric acid battery limit civil engineering, utilities, fire protection, industrial pipeline, facilities, corrosion prevention,
insulation, electric, apparatus, communications, supervisory controls, lightning protection, rest control room, etc. complete design;



		l	Combined 300,000 ton annual production
capacity sulfuric acid DCS operations and 800,000 ton annual sulfuric acid production.




    	 



    	 



    

 


		l	Office, canteen, shower room, green conservation
refectory, water and electricity warehouse



		l	New built shower room



		l	300,000 ton and 800,000 ton annual production
capacity sulfuric acid plant connection (power house)



		l	800,000 ton annual production capacity
sulfuric acid with HRS installation battery limit design plans



 


		3)	Scope of Purchaser’s Responsibilities



		l	Project approval, environmental assessment,
safety assessment;



		l	Detailed engineering prospecting report;



		l	Riverside sulfuric acid and liquid sulfur
dock civil engineering, industrial pipeline, facilities, corrosion prevention, insulation, electric, apparatus, etc. engineering
construction;



		l	Industrial water, city-water, steam condensation,
corrosion, insulation areas 1 meter outside the battery limit;



		l	Steam, sulfur, sulfuric acid pipeline,
corrosion, insulation 1 meter outside the battery limit;



		l	Pipe frame and civil engineering outside
the battery limit;



		l	Communications outside the battery limit;



		l	The removal of buildings and any other
underground obstructions from within the battery limit;



		l	110KV power transformer substation changes
and 110V power transformer substation to 35KV transformer substation electric cable costs;



		l	35KV transformer design, equipment procurement,
installation costs and other related costs;



		l	All the checks and acceptances by the
local government and administrative departments, required building construction and project completion (for example: pressure vessel,
pressure piping, fire protection etc.) will, in accordance with current specifications and procedures be submitted by the contractor
to senior authorities for examination and approval, inspection declaration approval and evidence collection. The purchaser will
assist the contractor to process the required procedures, with all costs covered by the purchaser;



		l	Trainees travel, food and accommodation
expenses will all be paid by the purchaser;



		l	Construction supervision;



		l	The purchaser is responsible for the trial
run, materials to run the operations (trial run and fuel, materials, water, electricity, steam, sulfuric acid needed for operations)



		l	Provide the construction site with all
the water, electricity and steam needed to undertake construction operations;



 



    	 



    	 



    

 


		3.	Construction Period



 


The completion date for the installation
of machinery is: 30th September 2011. Ready for the trial run of single machine; 31st October will be ready
for the chemical batch feeding.


 


		4.	Quality Standards



 


Engineering quality standards: Inline with
current (industry) national standards, stipulations, specifications, construction, safety and acceptance checks, for the entire
engineering quality to achieve qualified standards. If a clause in the appendices leads to a breach of contract, all responsibilities
for compensation will be met equally by China Energy Recovery (Shanghai) Ltd. and Shanghai Haie Hi-Tech Engineering Co., Ltd.


 


		5.	Contract Value



 


RMB 307,000,000.00 — Three hundred
and seven million RMB


 


This price is the fixed price, this price
cannot be adjusted without the consent of the purchaser.


 


		6.	Contract Component Documents



 


Component parts include the following documents:


	No. 	 	Appendix 
 Name	 	Contract 
 Name	 	Contract 
 Signatories	 	Contract 
 Total	 	Notes
	1	 	App. A-1	 	MECS technology transfer contract	 	Purchaser, MECS	 	$1.05 million USD	 	7 million RMB
	2	 	App. A-2	 	Engineering design, management contract	 	Purchaser, Hailu, Liaoning Institute	 	800,000RMB	 	Design invoice
	3	 	App. B	 	Equipment purchasing contract	 	Purchaser, CER	 	240 million RMB	 	 
	4	 	App. C-1	 	Civil engineering contract	 	Purchaser, Hailu, Hualong	 	20 million RMB	 	 
	5	 	App. C-2	 	Building safety contract	 	Purchaser, Hailu, Longhai	 	32 million RMB	 	 
	6	 	App. D	 	Engineering progress plan	 	 	 	 	 	 
	7	 	App. E	 	Standards and regulations	 	 	 	 	 	 
	8	 	App. F	 	Installation battery limit plan	 	 	 	 	 	 
	9	 	App. G	 	Payment Plan	 	 	 	 	 	 


 


Blueprints, bill of quantities, project
quote price bill or budget documents, discussions or changes, etc. in regard to the construction engineering must be decided in
a written agreement or in a document that is considered a part of this contract.


 


		7.	The contractor guarantees to the purchaser to carry out and complete construction according
tothe terms laid out in this contract and be responsible for the construction quality guarantee during the warranty period.



 



    	 



    	 



    

 


		8.	The purchaser guarantees to the contractor to make the contracted payment according to the payment
term and method as laid out in this contract and the payment on any other related costs.



 


		9.	Liability for Breach of Contract: To be dealt with inline with the Clauses laid out in the appendix



 


		10.	Resolution of Disputes: In the event of a dispute, parties should attempt to find a reasonable
solution, in the event a reasonable solution cannot be made Zhenjiang Arbitration Committee will mediate.



 


		11.	Execution of Contract



 


Contract
signed: January 8, 2011


Place of
signing:Zhenjiang, Jiangsu Province


 


This contract will come into
effect upon the signature by both parties. This contract will be provided in ten copies, 5 to the purchaser and 5 for the designer.
Without the consent of both parties this contract cannot be changed or annulled.


 



    	 



    	 



    

 


Purchaser: Zhenjiang,Kailin
Heat Energy Co., Ltd.


Address:


Legal representative:


Entrusted agent:


Signature of entrusted
agent:


Contact Phone No:


Fax:


Bank account:


Opening bank:


Tax No.:


Zip code:


 


Contractor: CER Energy
Recovery (Shanghai) Co., Ltd


Address: Building No.26,
No.1388, Zhangdong Road, Zhangjiang Hi-tech park,Shanghai


Legal representative:
Wu Qinghuan


Entrusted agent:


Signature of entrusted
agent:


Contact Phone No: 021-20281866


Fax: 021-20282378


Bank account:


Opening bank:


Tax No.:


Zip code: 201203


 


Contractor: Shanghai
Hai Lu Kun Lun Hi-tech Engineering Co., Ltd.


Address: Building No.26,
No.1388, Zhangdong Road, Zhangjiang Hi-tech park,Shanghai


Legal representative:
Wu Qinghuan


Entrusted agent:


Signature of entrusted
agent:


Contact Phone No: 021-20281866


Fax: 021-20282378


Bank account:


Opening bank:


Tax No.:


Zip code: 201203