Memorandum of UnderstandingThis Memorandum of Understanding(MOU)is made and entered into this 8th day of sep,2012 between:The Consortium whose principal place of business is in PRC and consisting,inter alia ofi)China International Fund Limited;ii)China Railway Construction Corporation;(the Consortium)of the one part, and the Government of the Republic of Sierra Leone(GOSL)The Consortium and GOSL are sometimes referred to in this MOU individually as a “Party”and,collectively, as the “Parties”WHEREASA. In furtherance of the mutual desires of the Parties to develop a strategic partnership andcooperation to ensure that the rich potential resources of Sierra Leone benefit the people of Sierra Leone through improved welfare of the People of Sierra Leone through the provision of services and infrastructure and the strengthening of Sierra Leone’s national development through experience sharing(South-South Cooperation) particularly in the sphere of construction of core infrastructure assets;B.To bring to the People of Sierra Leone, in the spirit of mutual respect and with a view oftransferring relevant technical, organizational and management skills necessary to bring to theC.Republic of Sierra Leone to a higher level of development and prosperity;D.GOSL desires assistance in sourcing,implementing or prequalifying skilled and competentcontractors and financiers for the purpose of its national development priorities award of contracts for projects specifically in the following priority areas;1.MINISTRY OF WORKS,HOUSING AND INFRASTRUCTURE- Remedial Roads Rehabilitation- Development of new city- Construction and Operation ofⅠ) Affordable Social Housing InfrastructureⅡ) National trunk and feeder roadsⅢ) National railwaysⅣ) Bridges and drainage systems at national ,regional and local levelsⅤ) Airports2.MINISTRY OF ENERGY AND WATER RESOURCES:- Construction and operation of:Ⅰ) Thermal electric generation systemsⅡ) Hydro power systems & infrastructureⅢ) Water supply systems & infrastructureⅣ) Other renewable power generation systems3.PETROLEUM DIRECTORATE- Construction and operation of:Ⅰ) Upstream oil and gas exploration and developmentⅡ) Dowmstream refinery infrastructure and systemsⅢ) Logistics and services infrastructure- Institution building4. MINISTRY OF AGRICULTURE,FORESTRY & FOOD SECURITY- Construction and Operation ofⅠ) Large scale commercial production of up to three millon hectares of riceⅡ) Large scale oil palm & rubber plantationsⅢ) Large scale plantation of other cash cropsⅣ) Timber production ,processing & exportⅤ) National,regional and local irrigation systems5. MINISTRY OF FISHERIES & MARINE RESOURCES- Construction and Operation ofⅠ) Artisanal & industrial fisheries infrastructure systemsⅡ) Boat building,fish harbour & cold storage systemsⅢ) Processing and preservation plants and facilitiesⅣ) International sanitary compliance facilities, systems and procedures- Monitoring control and surveillance capacity6. MINISTRY OF MINES & MINERAL RESOURCES- Comprehensive geological survey of natural & mineral resources- Construction and Operation ofⅠ) Diamond exchange centreⅡ) Diamond cutting & polishing factoryⅢ) Diamond export companyⅣ) Gold mining and refineries- Iron ore,limestone and other mineral development7. MINISTRY OF TRADE AND INDUSTRY- Importation and trading of essentialConsumer and other products such as:Ⅰ) RiceⅡ) Cooking oil and other essential condimentsⅢ) Cement and other essential building material products- Construction and Operation ofⅠ) Light industrial zonesⅡ) Building and construction materials productionⅢ) Other labour-intensive industriesE.The consortium affirms that they are experienced international resource and infrastructurecompanies with vast contacts in the sphere of developmental construction and are able and willing to share with GOSL their experience and contacts,especially contractors andfinanciers within the People’s Republic of China ,Hong Kong and the rest of Asia;In consideration of the consortium’s assistance as set out herein,GOSL agrees to erter into this binding MOU that sets out the key terms and a process by which the parties will negotiate in good faith,establish and agree on the terms and conditions of a definitive agreement or series of definitive agreements.1. Effective date;Term.(a) This MOU shall become effective on 8th September,2010(the Effective date).(b) This MOU shall remain in effect unless terminated by the parties hereto by mutualwritten agreement.2. Responsibilities of the parties(a) During the term of this MOU ,the CONSORTIUM shall act as GOSL’s network ofcontacts and experience to work with banks financiers, related professionals to select and introduce capable and reasonable contractors from(or whose parent companies are from) the People’s Republic of Chins,Hong Kong and the of Asia to GOSL and subject to GOSL’s approval work to towards securing the agreement of the contractor to undertake the project designated by GOSL.(b) The consortium will play the role of ensuring that the contractors it introduces and/ortheir associated companies have a good track record of completing projects on time and on budget and are of an international standard. The consortium will assist GOSL in assessing the reasonableness of these contractors and the technical competencies of their proposal prior to GOSL ertering into a formal contract with the selected contractor . The consortium will also use its expertise,as far as possible,in negotiating for banking or funding arrangements as well as provide financial and legal support services for the transaction with the ultimate goal of assisting GOSL secure a just and fair contract for its aforementioned project.(c) The consortium shall assist GOSL’s working teams to conclude a definitive agreementas to the terms of services to be provided by the successful contractor.(d) The Parties undertake to appoint relevant personnel to form a working group within 10days of this MOU and for a definitive Agreement to be fully prepared for execution within 3 months of this MOU.In witness whereof ,each of the parties has caused its duly authorized officer or representative to execute this Memorandum of Understanding as of the date first above written.By:DR.ERNEST BAI KOROMAPresident of the Republic of Sierra LeoneBy:MR.SAM PaPresident of the China International Fund LimitedBy:MR.ZHAO GuangfaPresident of the China Railway Construction Corporation Limited协议书本协议用于2012年9月8日会议，会议组成有：主营地点在中国境内的联盟，特别是：1. 中国国际基金有限公司2. 中国铁道建筑总公司另一方是塞拉利昂共和国政府该联盟和塞拉利昂政府有时也被称为本协议单独称为“一方”，或统称为“双方”鉴于：A.在促进共同发展的愿望下，缔约双方制定了合作和战略伙伴关系，以确保塞拉利昂丰富的潜在资源，通过提供服务、基础设施建设和改进塞拉利昂人民的福利，通过互相交流（南南合作）使塞拉利昂人民受益和加强塞拉利昂国家发展，特别是建筑领域的核心基础设施建设。