OFFICIAL DOCUMENTS LOAN NUMBER 9119-CN Loan Agreement (China: Jiangxi Eco-Industrial Parks Project) between PEOPLE'S REPUBLIC OF CHINA and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT LOAN AGREEMENT AGREEMENT dated as of the Signature Date between PEOPLE'S REPUBLIC OF CHINA ("Borrower") and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank"). The Borrower and the Bank hereby agree as follows: ARTICLE I - GENERAL CONDITIONS; DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to this 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 General Conditions or in the Appendix to this Agreement. ARTICLE I - LOAN 2.01. The Bank agrees to lend to the Borrower the amount of two hundred million Dollars ($200,000,000), as such amount may be converted from time to time through a Currency Conversion ("Loan"), to assist in financing the project described in Schedule 1 to this Agreement ("Project"). 2.02. The Borrower may withdraw the proceeds of the Loan in accordance with Section III of Schedule 2 to this Agreement. 2.03. The Front-end Fee is one quarter of one percent (0.25%) of the Loan amount. 2.04. The Commitment Charge is one quarter of one percent (0.25%) per annum on the Unwithdrawn Loan Balance. 2.05. The interest rate is the Reference Rate plus the Variable Spread or such rate as may apply following a Conversion; subject to Section 3.02(e) of the General Conditions. 2.06. The Payment Dates are June 1 and December 1 in each year. 2.07. The principal amount of the Loan shall be repaid in accordance with Schedule 3 to this Agreement. 2.08. (a) If on any given day, the Total Exposure exceeds the Standard Exposure Limit (as said terms are defined in sub-paragraphs (b)(ii) and (b)(iii) of this Section), the Borrower shall pay to the Bank a surcharge at the rate of one half of one percent (0.5%) per annum of the Allocated Excess Exposure Amount (as defined in sub-paragraph (b)(i) of this Section) for -2- each said day ("Exposure Surcharge"). The Exposure Surcharge (if any) shall be payable semi-annually in arrears on each Payment Date. (b) For purposes of this Section the following terms have the meanings set forth below: (i) "Allocated Excess Exposure Amount" means for each day during which the Total Exposure exceeds the Standard Exposure Limit, the product of: (A) the total amount of said excess; and (B) the ratio of all (or, if the Bank so determines, a portion) of the Loan to the aggregate amount of all (or the equivalent portions) of the loans made by the Bank to the Borrower and to other borrowers guaranteed by the Borrower that are also subject to an exposure surcharge, as said excess and ratio are reasonably determined from time to time by the Bank. (ii) "Standard Exposure Limit" means the standard limit on the Bank's financial exposure to the Borrower which, if exceeded, would subject the Loan to the Exposure Surcharge, as determined from time to time by the Bank. (iii) "Total Exposure" means for any given day, the Bank's total financial exposure to the Borrower, as reasonably determined by the Bank. ARTICLE HI - PROJECT 3.01. The Borrower declares its commitment to the objective of the Project. To this end, the Borrower shall cause the Project to be carried out by the Project Implementing Entity in accordance with the provisions of Article V of the General Conditions and the Project Agreement. ARTICLE IV - EFFECTIVENESS; TERMINATION 4.01. The Effectiveness Deadline is the date ninety (90) days after the Signature Date. ARTICLE V - REPRESENTATIVE; ADDRESSES 5.01. The Borrower's Representative is its Minister, or a Vice Minister, of Finance. 5.02. For purposes of Section 10.01 of the General Conditions: (a) the Borrower's address is: Ministry of Finance -3- Sanlihe Xicheng District Beijing 100820 People's Republic of China; and (b) the Borrower's Electronic Address is: Facsimile: (86-10) 6855-2077 5.03. 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 -4- AGREED as of the Signature Date. PEOPLE'S REPUBLIC OF CHINA By _ _ _ __ _ _ Authorized Representative Name: f-lo Title: toft,7A, 0. Cwta-u 7#t"C111:f 4~4') Date: ~ 1-('7Y o!f TArkt oce INTERNATIONAL BANK FOR RECONSTRUC 0 AND EVELOPMENT By Authorized Representative Name: ____ ___ ____ ___ Title: Ctd )r~4- U' Date:________ -5- SCHEDULE 1 Project Description The objective of the Project is to strengthen Jiangxi's institutional and regulatory framework for eco-industrial parks to be consistent with the International EIP Framework and demonstrate its implementation in the Fuzhou New Industries Zone. The Project consists of the following parts: Part 1: Provincial-level EIP Standard, Monitoring Platform and Regulatory Framework Providing technical and analytical support for: (a) the establishment of a province-wide EIP performance management system, including inter alia: (i) a consolidated EIP performance index; (ii) a procedure for the assessment of industrial parks, including institutional reporting mechanisms, monitoring and verification systems; and (iii) a management information system for the collection, sharing and disclosure of EIP performance data and other relevant information; (b) the upgrading of the provincial institutional and policy framework for EIPs, including inter alia, (i) carrying out assessments of the potential economic and environmental benefits from greening Jiangxi's industries, and the obstacles faced by industries; (ii) identifying institutional, policy and regulatory reforms to promote green industrialization and EIPs; (iii) developing and implementing an action plan for the adoption of the identified reforms; (c) the development of zone-level roadmaps and action plans for selected industrial parks to identify investments and reforms for resource efficiency, pollution reduction and compliance with the provincial EIP standards, including the preparation of strategic environmental and social impact assessments for FNIZ; and (d) capacity building and Project management at the provincial level. Part 2: EIP Demonstration and Zero-waste Initiatives 2.1 Carrying out zero-waste initiatives, including inter alia: (i) zone-level regulatory measures to reduce usage of plastics and enforce recycling of packaging materials; (ii) mandatory solid waste separation at source; (iii) industrial waste monitoring and management; (iv) kitchen waste collection and reutilization; (v) construction waste reutilization; and (vi) promoting clean production certification at firm level. -6- 2.2 Establishing a smart EIP management center to support park management functions, including inter alia: (i) construction of an internationally-certifiable green public office space; and (ii) installation of a smart industrial park management system. 2.3 Establishing mixed-use green incubators and neighborhoods, comprising rentable smart production spaces, including inter alia: (i) construction of new rental spaces for automated production; (ii) installation of a smart solid waste separation and collection system; (iii) installation of smart and energy efficient indoor and outdoor lighting including charging piles for electric vehicles; and (iv) installation of information technology infrastructure. Part 3: Nature Based Solutions and Eco-system Services Restoration 3.1 Upgrading selected public spaces and landscapes surrounding selected lakes, including construction of, inter alia: (i) riparian paths and greenways; (ii) waterside terraces for stationary activities; (iii) entrance squares and eco- parking lots with permeable pavements; (iv) artificial wetlands; and (v) ecological embankments with local plants and other related public facilities. 3.2 Pollution reduction and water quality improvement, including inter alia: (i) construction of sewage interception utilities and constructed wetlands; (ii) installation of high-efficiency aeration equipment; (iii) submerged plant community recovery; and (iv) waterfront eco-system restoration. 3.3 Connecting selected lakes to Fu River, including inter alia: (i) construction of pumping station(s) on Fu River; (ii) installation of piped water connections between the Fu River and the selected lakes; and (iii) construction of a channel between the selected lakes. Part 4: Technical Assistance, Capacity Building and Project Management 4.1 Carrying out a zero-waste initiative study and action plan. 4.2 Developing screening criteria for green industries incentives for firm-level greening. 4.3 Conducting a survey of existing buildings and an analysis of the buildings' retrofitting potential. 4.4 Developing a methodology, institutional arrangements, a database, an inventory and providing capacity building, all for energy consumption and greenhouse gas emissions accounting. 4.5 Providing technical support for processing and obtaining green certifications. -7- 4.6 Supporting day-to-day management of the Project, including reporting, coordination, and external monitoring of environmental and social safeguards at the municipal level. 4.7 Providing capacity building on park management and social inclusion. -8- SCHEDULE 2 Project Execution Section I. Implementation Arrangements A. Financing Arrangements 1. For the purposes of carrying out of the Project, the Borrower shall make available the proceeds of the Loan to the Project Implementing Entity, under terms and conditions acceptable 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 of the value of the currency or currencies so withdrawn (such principal amount determined on the date, or respective dates, of withdrawal from the Loan Account). (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. (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 this 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 Borrower shall cause the Project Implementing Entity 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 acceptable 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 Project Implementing Entity to comply with their 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 related to the Loan and the Project, as may be requested by the Borrower or the Bank from time to time. B. Safeguards The Borrower shall take, and shall cause the Project Implementing Entity to take, all measures necessary to comply with, or all measures necessary to enable the -9- Project Implementing Entity to comply with the provisions of Section I.C of the Schedule to the Project Agreement. Section II. Project Monitoring Reporting and Evaluation The Borrower shall cause the Project Implementing Entity to furnish to the Bank each Project Report not later than sixty (60) days after the end of each calendar semester, covering the calendar semester. Section HI. Withdrawal of Loan Proceeds A. General Without limitation upon the provisions of Article II of the General Conditions and in accordance with the Disbursement and Financial Information Letter, the Borrower may withdraw the proceeds of the Loan to finance Eligible Expenditures; in the amount allocated and, if applicable, up to the percentage set forth against each Category of the following table: Percentage of Amount of the Loan Expenditures to be Allocated financed Category (expressed in USD) (inclusive of Taxes) (1) Goods, works and non- 193,880,000 73% consulting services (2) Consulting services, 6,120,000 100% Incremental Operating Costs and Training TOTAL AMOUNT 200,000,000 B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A above, no withdrawal shall be made for payments made prior to the Signature Date, except that withdrawals up to an aggregate amount not to exceed $20,000,000 may be made for payments made prior to this date but on or after January 1, 2020, for Eligible Expenditures. 2. The Closing Date is December 31, 2026. -10- SCHEDULE 3 Commitment-Linked Amortization Repayment Schedule The following table sets forth the Principal Payment Dates of the Loan and the percentage of the total principal amount of the Loan payable on each Principal Payment Date ("Installment Share"). Level Principal Repayments Principal Payment Date Installment Share On each June 1 and December 1 Beginning December 1, 2029 through December 1, 2049 2.38% On June 1, 2050 2.42% - 11 - APPENDIX Definitions 1. "Annual Work Plans" means each of the rolling plans for the Project to be prepared or updated by the Project Implementing Entity, and agreed with the Bank, on an annual basis as provided for in Section I.B.1 of the Schedule to the Project Agreement. 2. "Anti-Corruption Guidelines" means, for purposes of paragraph 5 of the Appendix to the General Conditions, the "Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants", dated October 15, 2006 and revised in January 2011 and as of July 1, 2016. 3. "Category" means a category set forth in the table in Section III.A of Schedule 2 to this Agreement. 4. "Displaced Persons" means persons who, on account of the execution of the Project, have experienced or would experience direct economic and social impacts caused by: (a) the involuntary taking of land, resulting in: (i) relocation or loss of shelter; (ii) loss of assets or access to assets; or (iii) loss of income sources or means of livelihood, whether or not such persons must move to another location; or (b) the involuntary restriction of access to legally designated parks and protected areas, resulting in adverse impacts on the livelihood of such persons; and a "Displaced Person" means any of such Displaced Persons. 5. "EIP" means eco-industrial park. 6. "Environmental and Social Management Plan" means the Project Implementing Entity's environmental management plan for the Project, acceptable to the Bank, dated March 11, 2020, setting forth the environmental protection measures, including measures for the protection of natural habitats, in respect of the Project, as well as administrative, monitoring, supervision and training arrangements to ensure the implementation of said plan, as said plan may be revised from time to time with the prior written agreement of the Bank, and such term includes all schedules and annexes supplemental thereto. 7. "Fuzhou New Industries Zone" or "FNIZ" means the industrial zone established by Fuzhou in August 1992. 8. "FNIZ Development & Investment Group" means the enterprise of the same name established and operating pursuant to the Business License No. 91361003696052836C, dated October 14, 2009, and any successor thereto. 9. "Fu River" means the river of the same name in Fuzhou. -12- 10. "Fuzhou" means Jiangxi's municipality of the same name represented by its people's government, or any successor thereto. 11. "Fuzhou Project Leading Group" means the leading group established by Fuzhou on March 9, 2020, to be maintained in accordance with the provisions of Section I.A, paragraph 1(b) (i) of the Schedule to the Project Agreement, or any successor thereto. 12. "Fuzhou Project Management Office" means the management office established within the management committee of FNIZ in May 2018, to be maintained in accordance with the provisions of Section I.A, paragraph 1(b) (ii) of the Schedule to the Project Agreement, or any successor thereto. 13. "General Conditions" means the "International Bank for Reconstruction and Development General Conditions for IBRD Financing, Investment Project Financing", dated December 14, 2018. 14. "Implementation Agreement" means the agreement, referred to in Section I.A.2 of the Schedule to the Project Agreement, to be entered between the Project Implementing Entity, through Fuzhou, and FNIZ Development & Investment Group, pursuant to the terms and conditions of the Annex to the Schedule to the Project Agreement, as the same may be amended from time to time, and such term includes all schedules and supplements to said agreement. 15. "Incremental Operating Costs" means the reasonable costs incurred by the Project Implementing Entity at the provincial, municipal and FNIZ level, for purposes of Project management and implementation based on the Annual Work Plans approved in advance by the Bank, on account of office supplies, consumables and rent, utilities, bank charges, communications, mass media and printing services, interpretation and translation services, vehicle rental, operation, maintenance, and insurance, building and equipment maintenance, local transportation, domestic and international travel, lodging, and subsistence allowances, and salaries of contractual and temporary staff, but excluding salaries and any salary supplements of members of the Borrower's or the Project Implementing Entity's civil service. 16. "International EIP Framework" means the framework of minimum requirements and performance expectations for an industrial park to become an eco-industrial park, acceptable to the Bank. 17. "Jiangxi Province" or "Jiangxi" means the Borrower's province of the same name represented by its people's government, or any successor thereto. 18. "Procurement Regulations" means, for purposes of paragraph 85 of the Appendix to the General Conditions, the "World Bank Procurement Regulations for IPF Borrowers", dated July 2016, revised November 2017 and August 2018. - 13 - 19. "Project Implementing Entity" means Jiangxi Province. 20. "Project Operations Manual" means the Project Implementing Entity's manual, dated May 2020, acceptable to the Bank, describing, among other things: (a) the Project objective, Project activities and arrangements, satisfactory to the Bank, flow of funds of the proceeds of the Loan and agreed procedures in, inter alia, procurement, financial management and disbursement; (b) the institutional arrangements for the implementation of the Project, and the roles and responsibilities of the entities involved in Project implementation; (c) steps and procedures for Project implementation; and (d) monitoring and evaluation, reporting and information disclosure arrangements, and the indicators and targets for purposes of monitoring and evaluation of the progress of the Project. 21. "Project Reservoirs" means the Qingfeng reservoir and the Dingjialong reservoir, or such other reservoir set forth in the Environmental and Social Management Plan. 22. "Provincial Project Leading Group" means the leading group established by the Project Implementing Entity on February 24, 2020, to be maintained in accordance with the provisions of Section I.A, paragraph 1(a) (i) of the Schedule to the Project Agreement, or any successor thereto. 23. "Provincial Project Management Office" means the management office established within the Jiangxi's Development and Reform Commission, on February 24, 2020, to be maintained in accordance with the provisions of Section I.A, paragraph 1(a) (ii) of the Schedule to the Project Agreement, or any successor thereto. 24. "Resettlement Action Plan" or "RAP" means the Project Implementing Entity's resettlement action plan, acceptable to the Bank, dated March 11, 2020, setting forth, inter alia: (a) the principles and procedures governing the acquisition of land required for the Project and related facilities; (b) actions and measures for the payment of compensation to Displaced Persons and for their resettlement and rehabilitation; (c) the criteria and procedures for developing and implementing actions and measures, acceptable to the Bank, for mitigating the adverse social impacts resulting from the implementation of activities in locations that are not directly identified in the RAP; (d) grievance redress mechanisms; and (e) reporting and monitoring arrangements to ensure compliance with said plan, as said plans may be revised from time to time with the prior written agreement of the Bank; and such term includes all attachments and annexes supplemental thereto. 25. "Safeguards Instruments" means the Environmental and Social Management Plan and the Resettlement Action Plan. - 14 - 26. "Signature Date" means the later of the two dates on which the Borrower and the Bank signed this Agreement and such definition applies to all references to "the date of the Loan Agreement" in the General Conditions. 27. "Training" means the costs of training activities under the Project, based on the Annual Work Plans, and attributable to seminars, workshops, and domestic and overseas training and study tours, along with travel and subsistence allowances for training participants, services of trainers, rental of training facilities, preparation and reproduction of training materials, and other activities directly related to course preparation and implementation.