MEMORANDUM OF UNDERST AN DING dated ltIis Ji day of ~ 2008

between the Export-Import Bank of China (hereinafter referred to a .CEXIMn). of the

one part, and the African Development Bank (hereafter referred to as "ADB") and the

African Development Fund (hereafter referred to as "ADF"), collectively referred to as

the" ADB", of the other part.

THE PARTIES TO THIS MEMORANDUM OF UNDERSTANDING:

CONSIDERING that the primary objective of the ADB is to contribute to the

sustainable economic development and social progress of its African member States

("Regional Members") individually and jointly; and the objective of the ADF is to assist

the ADB in fulfilling its objective, as well as the promotion of co-operation, including

regional and sub-regional co-operation and increased international trade, particularly

among the Regional Members;

FURTHER CONSIDERING that CEXIM seeks to promote

and improve living standards in China and other developing

economic cooperation between other developing countries

NOTING the evolving needs of the Regional Members and the development lessons

that could be learnt from China's development experience, and for purposes of

strengthening the effectiveness, impact, efficiency and sustainability of the

development operations of each of the parties to this Memorandum, through their

collaboration;

DETERMINED to provide, through their joint efforts and within the limitations of their

respective resources, mandates and policies, coordinated and consistent services to

the Regional Members, in a cost-effective and efficient manner;

HAVE REACHED THE FOllOWING UNDERSTANDING:

The purpose of the present

collaboration between the parties

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economic development

countries and boost

and China;

ARTICLE I

PURPOSE

Memorandum of Understanding is to facilitate

hereto in matters of common interest to them and to

establish the working arrangements necessary for the implementation of this

Memorandum of Understanding.

The Parties to this Memorandum of Understanding

maintain a continuous working relationship for the

objectives of assisting the

a focus on development

Understanding. To this end, they shall, in accordance

set forth, endeavour to cooperate on the matters of common

draw-up and implement work programmes

the potential areas of cooperation described in Article III

Understanding.ARTICLE III

AREAS OF COOPERATION

The following shall constitute potential areas of

(i)

(ii)

(iii)

Exchange of information

Sharing of development

Providing co-financing

investment projects

Exchange or secondment of professional staff(iv)

(v)

(vi)

(vii)

Joint regional, country, economic and sector studies

Aid harmonization, development policy and strategy coordination; and

Any other areas as may be agreed upon between the parties from time to time

4.1 The parties shall keep each other

each other on matters of mutual

lead to collaboration

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ARTICLESCOPE

II

hereby agree to join efforts and

achievement of their common

Regional Members in improving their living standards with

activities, and for the implementation of this Memorandum of

with the provisions hereinafter

concern to them and

for the execution of joint activities within

of this Memorandum of

co-operation:

regarding each other's respective activities in Africa

knowledge and experience

or guarantee of public and possibly private sector

ARTICLE IV

CONSULTATION

informed and, whenever necessary, consult

interests, which in their opinion, are likely to

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4.2 The parties shall maintain close institutional dialogue to ensure a coherent

approach and to identify areas of competence and complementarity and meet

whenever appropriate to:

identify programmes or projects for cooperation;

draft an action plan for the implementation of such programmes or projects;

and

conduct reviews of programmes and projects being implemented.

ARTICLE V

EXCHANGE OF INFORMATION

The parties hereto shall exchange relevant information and data on matters of

common interest to the parties and collaborate in the collection, analysis and diffusion

of such information and data, subject to such arrangements as may be necessary or

applicable, under any document and information restriction policies of the parties, for

safeguarding the confidential character of certain information or data.

(i)

(ii)

CUi)

A party to this Memorandum of Understanding may, as appropriate, invite the other

party to attend seminars, symposia, workshops or conferences of mutual interest,

convened or otherwise supported by such party.

7.1CEXIM and ADB will collaborate on ensuring sustainable development

financing with appropriate levels of concessionality; work to ensure that their

assistance contributes to measurable development results and impacts; and

ensure that appropriate measures (consistent with each Party's respective

operational guidelines, policies and procedures) are taken to identify,

minimize and mitigate potentially adverse environmental and social

consequences of development initiatives.

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ARTICLE VI

REPRESENTATION

ARTICLE VIIIMPLEMENTATION AND COST SHARING

;)

7.2 Under the provisions of this Memorandum of Understanding, CEXIM and

ADB will cooperate in conformity with the provisions of laws and regulations

applicable to each party, their respective constituent instruments, policies

and procedures. The ADB's lending will take place on financial terms and

conditions applicable to each Borrower. CEXIM will also follow its operative

policies on lending terms.

The parties shall make available, to the extent feasible, taking into account

the budgetary, financial and human resource constraints, the services of their

staff for their programmes and projects undertaken pursuant to this

Memorandum of Understanding. The parties may identify, as appropriate,

other resource persons who could be engaged, as experts, including staff of

other international or regional organizations as mutually agreed by the

parties. The parties shall provide documentation and teaching materials for

joint technical assistance activities to the extent appropriate.

7.3

7.4 Costs or expenses relating to, or arising from, activities undertaken pursuant

to this Memorandum of Understanding shall be borne by one or both parties

in accordance with supplementary agreements in conformity with Article VIII

to be reached by the parties in advance of implementation of activities

concerned.

Funding for the joint technical assistance activities to be implemented under this

Memorandum of Understanding shall be covered by supplementary agreements

between the parties (such as an exchange of letters between CEXIM and the ADB's

Partnership and Cooperation Unit). The obligations of the parties to jointly finance

(subject to availability of resources) the programmes undertaken and implemented

pursuant to this Memorandum of Understanding shall be contingent upon concluding

such supplementary agreements.

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ARTICLE VIII

SUPPLEMENTARY AGREEMENTS

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Any matter for which no provision is made in this Memorandum of Understanding

shall be determined in a manner mutually acceptable to the parties hereto, and, in this

regard; each party shall give sympathetic consideration to any proposal advanced by

the other party.

ARTICLE XENTRY INTO FORCE. DURATION AND TERMINATION

The Memorandum of Understanding shall enter into force on the date of its signature

by both parties. Each party may, by giving no less than three months prior written

notice to the other party, terminate this Memorandum of Understanding, and this

Memorandum of Understanding shall terminate on the date specified in such written

notice. If no specific termination date is provided in such notice, this Memorandum of

Understanding shall terminate on the day falling three months after the date on which

such notice is given. The termination of this Memorandum of Understanding shall

not affect obligations of the parties arising from the other documents made on the

basis of this Memorandum, nor shall it affect the parties' then existing obligations

whose performance is or may be necessary so as to permit an orderly settlement of

all arrangements made with respect to on-going cooperation activities.

ARTICLE XICHANNEL OF COMMUNICATION AND NOTICES

11.1 For the purpose of facilitating the implementation of this Memorandum of

Understanding, the Channel of communication for the parties shall be:

(a) For CEXIM: Mail Address:

General Manager, International Business Department

China Eximbank

No. 77, Beiheyan Street. Dongcheng District,

Beijing, P.R. China, 100009.

Telephone: +86 1064099988, Facsimile: +86 1064005186

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ARTICLE IX

OTHER MATTERS

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(b) For the ADB and the ADF: Mall Address:

Head, Partnerships and Cooperation Unit

African Development Bank Temporary Relocation Agency ~

BP. 323 1002

Tunis Belvedere

Tunisia

Telephone: +21671102134 Facsimile: +21671830172

notice being provided.And upon

For the purpose of this Memorandum of Understanding, the focal points of the11.2

parties shall be:

(a) For CEXIM:

(b) For the ADB and ADF:

11.3 Either party may. by notice in writing to the other party. designate additional

representatives or substitute other focal points for those designated in this

Article.

Any notice, request or other communication under this Memorandum of

Understanding shall be in writing and shall be deemed to have been duly given

or made when it has been delivered by hand, mail, cable, telex or facsimile, as

the case may be, by either party to the other at the address specified in the

Agreement or such other address as either party may notify to the other party.

11.4

ARTICLE XII

AMENDMENT AND SETTLEMENT OF DISPUTES

This Memorandum of Understanding may be amended by mutual written

agreement of the parties. Any amendment shall be without prejudice to any

rights or obligations accruing or incurred under this Memorandum of

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12.1

#-

(Tunis)

General Manager

International Business Department

The Head

Partnerships and Cooperation Unit

Understanding or supplementary agreements thereto reached pursuant to

Article VI". prior to the

12.2 Any dispute over the interpretation or application of any provision herein

contained shall be settled through consultations or by such other means, as

the parties shall mutually agree.

13.1 The Parties agree that either party shall not, without the prior written consent of

the other party, disclose to any third party or the public any information or

materials related to the other Party or this Agreement acquired during the

execution or performance of this Agreement, except for:

(a) information required

regulations or courts,

regulatory authorities;

information that has been generally available to the public or can be

obtained through public ways before disclosure pursuant to this

Agreement;

(b)

(c) information that has been already in the legal possession of the receiving

party before disclosure pursuant to this Agreement;

13.2 The Parties shall adopt all

all information disclosed

documents executed on the

13.3 In the event that a party is required by a duly constituted regulatory authority or

pursuant to applicable law to disclose information obtained pursuant to this

Memorandum of Understanding, it shall inform the other party prior to such

disclosure.

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effectivedate of such amendment.

ARTICLE XIIICONFIDENTIALITY

to be disclosed by any applicable laws and

government agencies, taxes agencies or other

necessary measures to ensure the confidentiality of

under this Agreement and other cooperation

basis of this Agreement.

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IN WITNESS WHEREOF, CEXIM, the ADB and the ADF, each acting through its

representative duly authorized thereunto, have signed this Memorandum of

understanding on the date first above written in two original counterparts in English.

FOR THE EXPORT-IMPORT

BANK OF CHINA

LI JUN

VICE-PRESIDENT

FORTHEAF~CANDEVELOPMENTBANK

AND THE AFRICAN DEVELOPMENT FUND

JOSEPH B. EICHENBERGER

VICE-PRESIDENT-OPERATIONS I

(REGIONAL & COUNTRY PROGRAMS)

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