PRC: Corporatization, Leasing and Securitization in the Road Sector Project
Volume 1: Main Report
-
Acknowledgements
-
Executive Summary
- Introduction
- Legal and Institutional Framework
- Financial Framework for Investment
- Conclusions
1. Introduction
- 1.1 Current Situation
- 1.2 Corporatization
- 1.3 Leasing/Concessioning
- 1.4 Securitization
- 1.5 Context of this Project
2. Legal and Institutional Framework
- 2.1 Introduction
- 2.2 Existing Legal Structure
- 2.3 Corporatization
- 2.4 Leasing (Transfer of Rights) / Concessioning
- 2.5 Securitization
- 2.6 Approval Procedures for Leasing and for Securitization
- 2.7 Proposed Comprehensive State Council Order
3. Financial Framework for Investment
- 3.1 Current Financial Climate for Investment
- 3.2 Chinese Highway Investment Options
- 3.3 Private Sector Financing of China's Roads
- 3.4 Options for Increasing Private Investment
- 3.5 Improved Investment Analysis
4. Case Studies
- 4.1 Corporatization of Chuda Expressway Corporation in Yunnnan Province
- 4.2 The Leasing/Concessioning Case Study - Shandong and Guangdong
- 4.3 The Securitization Case _ Liaoning Province
- 4.4 Implementations
5. Conclusions and Recommendations
- 5.1 Macro Level Recommendation
- 5.2 Financing Stucture
- 5.3 Corporatization
- 5.4 Leasing and Concessioning
- 5.5 Securitization
- 5.6 Findings
- 5.7 The Way Ahead
Volume 2: Appendixes
- Appendix 1 List of Corporatization and Leasing Experience in China
- Appendix 2 Changes to Articles of Association
- Appendix 3 Detailed Description of Model Concession Agreement
- Appendix 4 Guidelines of the Leasing Toll Road in China
- Appendix 5 Securities Law 1998
- Appendix 6 Company Law Provisions Regarding Listed Companies
- Appendix 7 Guidelines for Corporatization and Securitization of Toll Roads in China
- Appendix 8 Improved Modalities for Private Investment in Infrastructure in China
- Appendix 9 Role of Government in Fostering and Supporting Financing for Toll Roads in China
- Appendix 10 Transport Policy Options for Improved Demand for Toll Roads in China
- Appendix 11 Company Law of the People's Republic of China
- Appendix 12 Highway Law of the People's Republic of China
- Appendix 13 Securities Law of the People's Republic of China
- Appendix 14 Provisional Regulation on the Administrative of Project Financing form Abroad
- Appendix 15 State Council Notice No. 2147 of December 6, 1999 on Enlarging the Rights of Local Governments to Approve Projects to Use Foreign Investment in the Infrastructure Field that do not need State Adjustment Balance and Control within the
Category of Projects Encouraged by the State
- Appendix 16 Notice Regarding the Approval of Foreign Investment Concession Projects
- Appendix 17 MOC Administrative Order for the Transfer of Highway Operations Rights with Payment of Compensation
Volume 3: Infrastructure Investment in China - An Investor's Guide
- 1. Articles of Association
- Chapter 1 General Provisions
- Chapter 2 Purpose and Scope of Business
- Chapter 3 Shares
- Chapter 4 Shareholders and the General Meeting of Shareholders
- Chapter 5 Board of Directors
- Chapter 6 General Manager
- Chapter 7 Supervisory Board
- Chapter 8 Financial Affairs, Accounting and Auditing
- Chapter 9 Labor Management, Labor Union and Employee Benefits
- Chapter 10 Dispute Resolution
- Chapter 11 Notification and Announcement
- Chapter 12 Merger, Division Dissolution and Liquidation
- Chapter 13 Amendment of Articles of Association
- Chapter 14 Supplementary Provisions
- 2. Concession Agreement
- Draft Concession Agreement
- Article 1 Definitions and Interpretation
- Article 2 Parties to the Contract
- Article 3 The Concession
- Article 4 Project Company
- Article 5 Conditions Precedent / Pre-Concession Period and Effectiveness
- Article 6 Independent Engineer
- Article 7 Land Acquisition
- Article 8 Design
- Article 9 Construction (Works)
- Article 10 Testing, Inspections and Completion
- Article 11 Delay in Construction and Extension of Time; Abandonment
- Article 12 Operation, Maintenance and Repair
- Article 13 Tolls
- Article 14 Financial Management; Financial Statements and Reporting
- Article 15 Insurance
- Article 16 Concession Authority General Obligations
- Article 17 Project Company General Obligations
- Article 18 Obligations and Rights Common to the Concession Authority and the Project Company
- Article 19 Force Majeure
- Article 20 Termination
- Article 21 Representations and Warranties
- Article 22 Liability and Indemnification
- Article 23 Transfer after the Concession Period
- Article 24 Assignment and Substituted Entity
- Article 25 Dispute Resolution
- Article 26 Applicable / Governing Law
- Article 27 Language
- Article 28 Miscellaneous Provisions
- 3. Founder's Agreement
- 4. Lease Agreement
- Draft Lease (Transfer of Operating Rights) Agreement
- Article 1 Definitions and Interpretation
- Article 2 Parties to the Contract
- Article 3 The Lease
- Article 4 Project Company
- Article 5 Conditions Precedent / Pre-Leasing Period and Effectiveness
- Article 6 Allocation of Land Use Rights
- Article 7 Operation, Maintenance and Repair
- Article 8 Tolls
- Article 9 Financial Management; Financial Statements and Reporting
- Article 10 Insurance
- Article 11 Leasing Authority General Obligations
- Article 12 Project Company General Obligations
- Article 13 Obligations and Rights Common to Leasing Authority and the Project Company
- Article 14 Force Majeure
- Article 15 Termination
- Article 16 Representations and Warranties
- Article 17 Liability and Indemnification
- Article 18 Return of Project Expressway to Leasing Authority After the End of the Lease Period
- Article 19 Assignment and Substituted Entity
- Article 20 Dispute Resolution
- Article 21 Applicable / Governing Law
- Article 22 Language
- Article 23 Miscellaneous Provisions
- 5. Operation and Management Agreement
- Preamble
- Article 1 Definitions and Interpretation
- Article 2 Parties to the Contract
- Article 3 XPG General Obligations
- Article 4 Project Company General Obligations
- Article 5 The Authorizations
- Article 6 Site and Utilities
- Article 7 Design
- Article 8 Construction, Testing, Inspections and Completion
- Article 9 Tolls
- Article 10 Operation, Maintenance and Repair
- Article 11 Insurances
- Article 12 Financial Management and Information
- Article 13 Declarations Against Improper Payment
- Article 14 Confidentiality
- Article 15 Termination
- Article 16 Assignment and Substituted Entity
- Article 17 Dispute Resolution
- Article 18 Applicable Law
- Article 19 Miscellaneous Provisions
- 6. TRIPO Manual
- Selected Glossary of Terms
- A. Model Purpose and Application
- B. Model Context
- C. Operating Instructions
- 1. Input Sheet
- 2. Output Sheet
- D. Worksheets
- 1. Traffic Assumptions Worksheet
- 2. Finance Options Worksheet
- 3. Economic Analysis Worksheet
- 4. TRIPO Model / Program Worksheet
- E. Financial Statements
- 1. Income Statement Worksheet
- 2. Cash Flow Statement Worksheet
- 3. Balance Sheet Worksheet
- F. Appendixes
- 1. Input Sheet Example
- 2. Output Sheet Example
- 3. Quick and Easy Guide
- 7. Stepwise Approvals Procedures for Corporatization and Securitization of Toll Roads
- 1. Stepwise Procedures of Corporatization of Toll Roads
- 2. Stepwise Approvals Procedures for Corporatization and Securitization of Toll Roads (Liaoning ShenSi Expressway as the Case) (Practice)
- 3. Stepwise Approvals Procedures for Corporatization and Securitization of Toll Roads (Liaoning ShenSi Expressway as the Case) (Recommended)
- 4. Checklist of Laws, Regulations and Notices in Capital Market in PRC
- 5. Checklist of Approval, License and Authorization Needed for Incorporation and Public Issue of Liaoning Expressway Stock Limited Company
- 6. Checklist of Documents, Approvals Required for Incorporation and Public Issue of a New Share Limited Company in China
- 8. Stepwise Approvals Procedures for Leasing and Concessioning of Toll Roads
- 1. Stepwise Procedures of Leasing and Concessioning of Toll Roads
- 2. Stepwise Approvals Procedures for Leasing and Concessioning of Toll Roads (Shenzhen Shiguan Highway as the Case) (Practice)
- 3. Stepwise Approvals Procedures for Leasing and Concessioning of Toll Roads (Shenzhen Shiguan Highway as the Case) (Recommended)
- 4. List of Construction and Leasing Approval Procedures for Toll Road
© Asian Development Bank 2001
All rights reserved
The findings, interpretations, and conclusions expressed in this publication do not necessarily represent the views of the Asian Development Bank or those of its member governments. The Asian Development Bank does not guarantee the accuracy of the data included in this publication and accepts no responsibility for any consequences of their use.
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