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Annexure-II

A Sample Pre-Qualification Document

Government of PakistanMinistry of Water and Power

Private Power and Infrastructure Board

September 20, 2012

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TABLE OF CONTENTS

Part-1

Pre-qualification Document

Definitions 4-5

1. General 6

1.1. Background 61.2. Statement of Qualification 61.3. Discretion 61.4. Currency 61.5 Interpretation & Final Determination 6

2. Pre-Qualification 62.1. Eligibility 62.2. Basis for Disqualification 72.3. Pre-Qualified Applicants 8

3. Ranking Criteria 83.1. Categories 83.2. Weightage 83.3. Total Score 8

4. Technical Strength 94.1. Technical Strength Score 94.2. Power Project Development Experience 94.3. Power Project Management Experience 9

5. Financial Strength 105.1. Financial Strength Score 105.2. Net Worth 105.3. Liquidity 115.4. Borrowing Power 115.5. Assets Base 11

6. Financial Information 12

7. Compliance Documents 127.1. Formats 127.2. Consortium Agreement 137.3. Foreign Instruments 13

8. Submission of SOQs 138.1. Timing, Number of Copies and Filing Requirements 138.2. Sealing and Marking of SOQs 138.3. Additional Information/Queries 14

9. Material Change 14

10. Review and Evaluation of SOQs 14

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10.1Review and Evaluation 1410.2 Oral Presentations 1510.3 Supplementary Information 1510.4 Return of SOQs 1510.5 No Reimbursement of Costs 15

11. Letter of Interest 15

12. Discharge and Exemption 15

13. Use of Information 15

14. Governing Law 15

Part-II – Annexures

Annexure-A Credit Rating/Financial Statement Strength

Annexure-B Power Project Development Experience

Annexure-C Power Project Management & Operations Experience

Annexure-D-1 Power of Attorney

Annexure D-2 Power of Attorney

Annexure E Affidavit of Applicant

Annexure F SOQ Letter

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DEFINITIONS

Applicant In the case of an individual/Corporation, and not a consortium, the

Applicant will be the Main Sponsor, who must be registered with PPIB

in terms of the Policy.

In the case of a Consortium, the Applicant shall comprise of the entire

Consortium, which must be registered with PPIB in terms of the Policy.

Corporation Includes companies, firms and such other legal entities duly

incorporated under the laws of the country where such entities Head

Office is situated and recognized as having legal personality under the

laws of that country, whether in Pakistan or not, other than individuals.

Consortium Where the Applicant is comprised of a group of individuals and/or

Corporations who intend together to conduct the feasibility study for the

Proposed Project. The Lead Applicant will also represent and bind all

members of the Consortium in all matters connected with the Proposed

Project, including submission of SOQs on behalf of the Consortium.

Due Date …………2012, being the last date for submission of SOQs to PPIB or

such later date as may be notified by PPIB in writing to each Applicant

and/or through the press.

GoP Government of Pakistan.

Lead Applicant If the Applicant is a Consortium, the Lead Applicant will be the

Consortium member, which has been duly appointed by all Consortium

members to submit and sign on their behalf all documents required

hereunder and bind entire Consortium to the contents thereof.

Main Sponsor Main Sponsor as described in the Policy.

Net Worth Net worth is the value of total assets, less the sum of total liabilities

In the case of a Corporation, the net worth will be determined on the

basis of an average of the last 3 (three) years audited financial statement

or the audited financial account of the year 2004, which ever is better.

In the case of an individual, the net worth will be determined on the

basis of cash, liquid assets, deposits, Government securities, shares and

property owned. Where immovable property is included in the total

assets of an individual, the value of the property must be certified by an

evaluator ranked in ‘Category I’ by the Banking Association of Pakistan

(BAP).1 60% (sixty percent) of the value of the total immovable

property will be considered for purposes of determination of an

individuals net worth. In the case of foreign immovable property a

reputable foreign evaluator acceptable to PPIB may certify the same.

In the case of a Consortium, the collective Net Worth of all members

will be considered as Consortium Net worth.

1 Reference to the BAP may not be workable in case of foreign nationals or Pakistanis resident outside of Pakistan.

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PPIB The Private Power and Infrastructure Board, Government of Pakistan.

Policy The Policy for Power Generation Projects, 2002.

PQD This Pre-Qualification Document containing eligibility criteria for Pre-

Qualification, basis for disqualification and ranking criteria for Pre-

Qualified Applicants.

Proposed Project Project Name

Proposed Project Capacity …….MW.

Pre-Qualified Applicant An Applicant that fulfils the eligibility requirements set out in Section

2.1 and is not disqualified in terms of Section 2.2.

SOQ The Statement of Qualifications to be submitted by each Applicant,

containing the information as set out and required under this PQD

including, where applicable, such additional/supplemental information

that may subsequently be provided to PPIB in response to a request by

PPIB or otherwise in terms hereof.

References to Sections and Annexures are references to sections of and Annexures to this PQD.

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1. GENERAL

1.1 Background

Detail of the Proposed Project as per the terms and conditions of the Policy. Applicants are now

invited to submit an SOQ to PPIB by the Due Date in the form and manner set out herein.

1.2 Statement of Qualification

Information provided in each SOQ will be used by PPIB to evaluate the technical and financial

strength of Applicants for the purposes of pre-qualification and then ranking of Pre-Qualified

Applicants. Pre-qualification and ranking shall be carried out in terms of this PQD.

1.3 Discretion

Notwithstanding anything contained herein, PPIB may in its discretion reject any or all SOQs

without assigning any reason whatsoever.

1.4 Currency

All financial information should be provided in equivalent United States Dollars (USD).

1.5 Interpretation & Final Determination

The interpretation and final determination of this PQD and all enclosed documents, sections,annexures, compliance documents etc as well as any further or supplementary information both oraland documentary required by PPIB, will be at PPIB’s sole discretion which shall be final andbinding on all Applicants.

2. PRE-QUALIFICATION

2.1 Eligibility

An Applicant must fulfill all the following eligibility requirements, to the satisfaction of PPIB, for

pre-qualification:

(a) The Applicant must submit complete information requested for in this PQD to PPIB by the

Due Date. In addition, the Applicant must submit all additional / supplemental information

if requested for by PPIB during review of SOQ.

(b) If the Applicant is a Consortium, there must be a Lead Applicant appointed through a

Power of Attorney executed by all Consortium members referred to in Section 7.

(c) The Applicant complies with the requirements of this PQD.

(d) The net worth of the Applicant (collective net worth of all members in case the Applicant is

a Consortium) must be not less than …… times of the proposed equity contribution in the

project. As per Policy the minimum equity contribution required by the Applicant is …. of

the total project equity. Information in respect of ‘Financial Strength’ should be provided in

the form attached in Annexure ‘A’. For calculation purposes the notional project cost

should be taken as USD ….. Million per MW.

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(e) In case the Applicant is a Consortium, the Main Sponsor must also have a net worth at least

equal to the value of his contribution in the equity of the proposed project. As per Policy,

the minimum equity contribution by the Main Sponsor is ….. of the total project equity.

(f) The Applicant (or in the case of a Consortium, one of the members) must have prior

‘experience of Power Projects’ with at least ….. of the Proposed Project Capacity. For

explanation of the term ‘experience of Power Projects’ see notes in Section 4.2 & 4.3.

Information in respect of ‘experience of Power Projects’ should be provided in the forms

attached in Annexures ‘B’ and ‘C’.

(g) The Applicant has submitted and executed the compliance documents referred to in Section

7 in the form and manner prescribed and submitted the same to PPIB as part of the SOQs.

(h) The Main Sponsor should not own more than ….. of the total generation capacity in

Pakistan at the time of submission of PQD.

(i) The Main Sponsor in the PQD will be required to hold at least ….. of the equity of the

project company during the “lock-in-period” which will be from the issuance date of the

Letter of Support until the sixth anniversary of the successful commissioning of the plant.

The Pre-Qualified Applicant must similarly together hold …… of the equity for the same

period.

(j) Where the Applicant is a new company specifically incorporated for the submission of aproposal for the Project the eligibility requirements shall be applicable to the shareholdersof the new company rather than to the new company itself and the newly formed companycannot itself be the Main Sponsor.

2.2 Basis for Disqualification

The following may be the reasons for disqualification of an Applicant by PPIB at any time/stage:

(a) if the Applicant fails to comply with any of the requirements of Section 2.1, in the time,

form and manner prescribed;

(b) misrepresentation, withholding or concealment of information in the SOQ by the

Applicant;

(c) if the Applicant fails to disclose or provide any additional information as may be required

by PPIB during the evaluation and qualification process;

(d) if the Applicant (or any member of the Consortium) is currently in wilful default on its

obligations to any bank or financial institution in or outside Pakistan;

(e) if the Applicant (or any member of the Consortium) has been declared bankrupt or

insolvent in the last three (3) years;

(f) if PPIB determines that the Applicant (or any member of a Consortium) is prohibited from

doing business with GoP on grounds which may include but are not limited to public policy

or national interest;

(g) failure to report any material change in the SOQ following submission thereof;

(h) a material change in the SOQ, without approval of PPIB, which results or may with the

passage of time result in disqualification in terms of this PQD.

(i) the bank credit references submitted by the Applicant with the SOQ are not acceptable orsatisfactory to PPIB or the credit rating of the Applicant (or each of the members in thecase of a Consortium) is below “A” as explained in Section 6.

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(j) Where the Applicant is a new company specifically incorporated for the submission of aproposal for the Project the eligibility requirements shall be applicable to the shareholdersof the new company rather than to the new company itself and the newly formed companycannot itself be the Main Sponsor.

2.3 Pre-Qualified Applicants

An Applicant that fulfils the eligibility requirements set out in Section 2.1 and is not disqualified in

terms of Section 2.2 will be considered as a Pre-Qualified Applicant. Only Pre-Qualified

Applicants will be ranked under the criteria below. All other Applicants will stand disqualified.

3. Ranking Criteria

PPIB will carry out ranking of Pre-Qualified Applicants on the basis of the criteria as set out in this

section. Each category, that is financial and technical, will have weightage assigned to it as set out

in Table 1 below.

3.1 Categories

Ranking of Pre-Qualified Applicants will be made by marking the Pre-Qualified Applicant against

the following two categories:

i) Technical

ii) Financial

3.2 Weightage

The weightage to be given to the technical and financial strength criteria is set out in Table 1 below:

TABLE 1Criteria Weightage

Technical Strength (... %)

(A) Power Project Development Experience (….%)

(B) Power Project Management & Operations Experience (… %)

Financial Strength (… %)

(A) Net Worth: (… %)

(B) Liquidity (Liquidity Ratio): (…. %)

(C) Borrowing Power (Debt/ Equity Ratio): (…. %)

(D) Assets Base: (…. %)

3.3 Total Score

The total score of a Pre-Qualified Applicant will be calculated by using the following formula:

Pre-Qualified Applicant’s Total Score = 0….. (Pre-qualified Applicant’s Technical Strength Score)+ 0…. (Pre-qualified Applicant’s Financial Strength Score)

4. TECHNICAL STRENGTH

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4.1 Technical Strength Score

Technical Strength Score of the Pre-Qualified Applicant will be obtained by adding scores achievedin sub-categories “Power Project Development Experience” and “Power Project Management &Operations Experience”. For this purpose the following formula will be used for each Pre-Qualified Applicant:

Pre-Qualified Applicant’s Technical Strength Score = A (pde) + A(pmo)

A(pde) = Power Project Development Experience Score of the Pre-Qualified Applicant

A(pmo) = Power Project Management and Operations Experience Score of the Pre-Qualified

Applicant

‘Power Project Development Experience Score’ will be determined as per Section 4.2 and the

‘Power Project Management & Operations Experience Score’ will be determined as per Section

4.3.

4.2 Power Project Development Experience (weightage.....%)

The Pre-Qualified Applicant or in case of a Consortium any member thereof must have experience

of developing power project with a project capacity not less than …% of the Proposed Project

Capacity in the last …… (….) years. Project development experience of projects developed before

ten (10) years from the date of submission of SOQ by Pre-Qualified Applicant shall not be

considered for scoring points. (…..) points will be given for each worldwide experience of

developing projects under this criteria, which shall be provided by the Pre-Qualified Applicant in

the prescribed format given at Annexure “B”.

A (pde) = (P / Hp) x weightage/numbers

A (pde) = Power Project Development Experience Score of the Pre-Qualified ApplicantP = total points achieved by the Pre-Qualified Applicant under this subcategory.Hp = highest points under this subcategory. The Applicant with the highest points among all Pre-

Qualified Applicants in this subcategory will be considered as Hp.

Note: The subcategory “Power Project Development Experience” shall include successful

experience of acting as all or one of the following:

Lead project developer

Lead construction contractor;

Majority Shareholder

4.3 Power Project Management & Operations Experience (weightage….%)

The Pre-Qualified Applicant or in case of a Consortium any member thereof must have at least

three (3) years worldwide experience of Power Project Management and Operations of power

projects with a project capacity not less than 50% of the Proposed Project Capacity. This will be

determined from the last three (3) years operations of actively running power projects with earlier

experience not being counted. Ten (10) points will be given for each successful Management &

Operations Experience of each qualified project, details of which shall be provided by the Pre-

Qualified Applicant in the prescribed format given at Annexure “C”.

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A (pmo) = (P / Hp) x weightage/numbers

A(pmo) = Power Project Management and Operations Experience Score of the Pre-QualifiedApplicant

P = total points achieved by the Pre-Qualified Applicant under this subcategory.Hp = highest points under this subcategory. The Applicant with highest points among all Pre-

Qualified Applicants in this subcategory will be considered as Hp.

Note: The subcategory “Power Project Management & Operations experience” shall include

successful experience of acting as all or one of the following:

Lead operations manager

Majority Shareholder

5. FINANCIAL STRENGTH

5.1 Financial Strength Score

For determination of the financial strength score of a Pre-Qualified Applicant, only the informationrelating to the Main Sponsor will be considered for evaluation.

For the purpose of computation of “Net Worth”, “Liquidity Ratio”, “Debt/Capital Ratio” and

“Assets Base” an average of the last three (3) years audited financial statement or the audited

financial statement of the year 2004, which ever is better, will be considered.

Financial Strength Score will be obtained by adding scores achieved in sub categories “Net Worth”,

“Liquidity Ratio”, “Debt/Capital Ratio” and “Assets Base”. For this purpose following weighted

average formula will be used for each Pre-Qualified Applicant:

Pre-Qualified Applicant’s Financial Strength Score = A(nw) + A(lr) + A(bp) + A(ab)

A(nw) = Net Worth Score of the Pre-Qualified Applicant (Section 5.2)

A(lr) = Liquidity Score of the Pre-Qualified Applicant (Section 5.3)

A(bp) = Borrowing Power Score of the Pre-Qualified Applicant (Section 5.4)

A(ab) = Asset Base Score of the Pre-Qualified Applicant (Section 5.5)

5.2 Net Worth (weightage….%)

The Net Worth of Pre-Qualified Applicants’ Main Sponsor will be evaluated for the purposes of

ranking using the following formula:

A(nw) = ( NW / Hnw) x weightage/numbers

A(nw) = Net Worth Score of the Pre-Qualified Applicant

NW = Net Worth of Main Sponsor.

Hnw = highest Net Worth. The Main Sponsor with the highest net worth among all the MainSponsors of all Pre-Qualified Applicants in this subcategory will be considered as Hnw.

5.3 Liquidity (Liquidity Ratio) (weightage...%)

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For the ranking of the Pre-Qualified Applicants the liquidity ratio of the Main Sponsor will be

determined by using the following formula:

Liquid Assets / Current Liabilities

The comparison of liquidity among the Pre-Qualified Applicants will be evaluated using thefollowing formula:

A (lr) = (LR / Hr) x weightage/numbers

A(lr) = Liquidity Score of the Pre-Qualified Applicant

LR = liquidity ratio of the Main Sponsor.

Hr = highest liquidity ratio. The Main Sponsor with the highest liquidity ratio among all the Main

Sponsors of all Pre-Qualified Applicants in this subcategory will be considered as Hr.

Note: Liquid assets are current assets excluding all types of stocks such as stock in trade,

consumable stock etc.

5.4 Borrowing Power (Debt / Equity Ratio) (weightage...…%)

The comparison of leverage/borrowing power among the Pre-Qualified Applicants for the purpose

of ranking shall be evaluated using the following formula:

A(bp) = (Lr / DER) x weightage/numbers

A(bp) = Borrowing Power Score of the Pre-Qualified Applicant

DER = debt/equity ratio of the Main Sponsor which will be as under:

Long term debt + current maturities + other short term borrowingsShareholders’ equity

Lr = lowest debt/equity ratio. The Main Sponsor with lowest debt/equity ratio among all the

Main Sponsors of all Pre-Qualified Applicants in this subcategory will be considered as Lr.

Note: the shareholders’ equity shall be the sum of paid up capital, retained earnings and reserves.

5.5 Assets Base: (weightage...….%)

The asset base of the Pre-Qualified Applicants shall be determined for the purposes of ranking by

using the value of the total assets of the Main Sponsor as per last year’s audited balance sheet.

The asset base of Pre-Qualified Applicants will be evaluated using the following formula:

A(ab) = (V / Hab) weightage/numbers

A (ab) = Asset Base Score of the Pre-Qualified Applicant

V = value of total assets of the Main Sponsor.

Hab = highest asset base. The Main Sponsor with the highest assets base among all the Main

Sponsors of all Pre-Qualified Applicants in this subcategory will be considered as Hab.

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6. FINANCIAL INFORMATION

The Applicant (and in case of a Consortium, each member thereof) shall submit the following

information to PPIB as part of the SOQ:

(a) in the case of Corporations, audited financial statements for the last three (3) years

demonstrating financial viability, duly audited by a reputable firm of qualified accountants,

which shall include consolidated financial statements in case the Applicant (or in the case

of a Consortium one of the members) is a holding company. Similar financial information

for any parent company, affiliates and associated undertakings/companies should also be

included;

(b) in the case of individuals, details of cash, liquid assets, deposits, government securities,

shares and property owned;

(c) either:

(i) bank credit references from at least two (2) banks of repute acceptable to PPIB.

Credit references from banks should clearly state on the letterhead of the Bank at

least each of the following: (a) the period of dealing with the bank, (b) facilities availed,

(c) present outstanding amounts under each facility and (d) confirmation that there is no

event of default;

OR

(ii) credit rating of “A” or above assigned by a reputed / recognised credit rating

agency acceptable to PPIB.

7. COMPLIANCE DOCUMENTS

7.1 Formats

The compliance documents referred to below duly completed in the forms attached, accompaniedwith supporting documentary evidence shall be submitted by all Applicants as part of the SOQ.

Compliance Document Annexure

Credit Rating/Financial Strength A

Power Project Development Experience B

Power Project Management & Operations Experience C

Power of Attorney D-1 & D-2

Affidavit of Applicant E

SOQ Letter F

7.2 Consortium Agreement

In addition to the above, where the Applicant is a Consortium, the Applicant is required to submitto PPIB as part of the SOQ an agreement between the Consortium members clearly stating:

(a) the size of the Consortium members equity stake in the proposed project company;

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(b) the role of each Consortium member in the Proposed Project;

(c) Main Sponsor’s obligation to subscribe to not less than twenty percent (20%) of the total

issued and paid up share capital of the proposed project company and maintain such

shareholding from the issuance of the Letter of Support until the sixth (6th)anniversary of

successful commissioning of the Proposed Project; and

(d) the Consortium members shall together hold at least 51% (fifty one percent) of the total

issued and paid up share capital of the proposed project company and maintain such

shareholding from the issuance of the Letter of Support until the sixth (6th) anniversary of

successful commissioning of the Proposed Project.

Where the Consortium Agreement is governed by a law other than Pakistani law, PPIB will require

a legal opinion from a law firm, acceptable to PPIB, qualified to issue opinions on the law

governing the Consortium Agreement, confirming that the Consortium Agreement is legal, valid,

binding and enforceable.

7.3 Foreign Instruments

All Powers of Attorney and affidavits executed outside of Pakistan must be authorized by a notarypublic or any other official authorised to witness sworn statements and countersigned / attested by aPakistan Counsel or Diplomatic Representative in the country of origin.

8. SUBMISSION OF SOQs

8.1 Timing, Number of Copies and Filing Requirements

An Applicant must submit an original and 6 (six) copies of its SOQ not later than 1600hrs Pakistan

Standard Time on the Due Date to PPIB at the following address:

Mr. N.A.Zuberi

Managing Director


50 Nazimuddin Road, F-7/4

Islamabad,

Pakistan.

Each SOQ shall be in English accompanied by the supporting documents. Should any original

supporting documents not be in English a certified translation of the same in English shall be

provided by the Applicant. Submission of SOQs through fax, e-mail, cable & telegram will not be

accepted.

8.2 Sealing and Marking of SOQs

In order to avoid the possibility of loss of the contents of an SOQ due to a rupture, each SOQ

should be enclosed in a sealed envelope which itself should be encased in another envelope. Both

the inner and outer envelopes must be marked with the full address as shown above and also be

labelled as follows:

Commercial Papers

Does not contain Merchandise

Company Statement of Qualification Form

Applicant’s name and contact person

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Address

Telephone Number

Fax Number

8.3 Additional Information/queries

Additional information/queries (if required) regarding the submission of the proposals for the

project can be obtained from:

Mr. N.A. Zuberi

Director (Projects)


50 Nazimuddin Road, F-7/4

Islamabad-Pakistan.

Ph. +92-51-9100118-29, Fax. +92-51-9100131-2

9. MATERIAL CHANGE

(a) Each Applicant must immediately report to PPIB in writing any material change in the

information provided by it in its SOQ (including any information relevant to any

Consortium member). The determination of material change shall be in PPIB’s sole and

exclusive discretion. Any failure to report such material change shall constitute grounds for

disqualification. The material change itself could also lead to a disqualification of the

Applicant or a change in the ranking of a Pre-Qualified Applicant.

(b) No significant changes in the ownership or control of the Applicant or where the Applicant

is a Consortium, no modification to the Consortium will be allowed at any time without the

prior written consent of PPIB. In giving such consent PPIB may require, the modified SOQ

to be re-evaluated under the terms and conditions of this PQD.

10. REVIEW AND EVALUATION OF SOQs

10.1 Review and Evaluation

The technical strength, financial strength and compliance documents of the Applicant, as

demonstrated in the Applicant’s SOQ, will be reviewed and evaluated by PPIB to determine

qualification of Applicants and ranking of Pre-Qualified Applicants.

10.2 Oral Presentations

Pre-Qualified Applicants may be requested by PPIB to make an oral presentation to it prior to final

ranking. PPIB will be under no obligation to reimburse Applicants for the cost incurred for

attending the oral presentation or any other costs incidental thereto.

10.3 Supplementary Information

Where PPIB deems it necessary, it may request supplementary information or documentation from

an Applicant (and each member of a Consortium) and whenever such request is made the Applicant

shall provide the same to PPIB by such date as may be specified by PPIB.

10.4 Return of SOQ

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PPIB shall be under no obligation to return any SOQ or supporting materials submitted by an

Applicant (or Consortium member).

10.5 No Reimbursement of Costs

PPIB shall not entertain any claim nor shall it reimburse the Applicants for any costs incurred,

including but not limited to, the registration, purchase, submission, evaluation or any other costs

associated with or incidental thereto with this PQD.

11. LETTER OF INTEREST

Following receipt by PPIB of all required approvals, the first ranked Applicant scoring the highest total

score will be intimated to submit, as a prerequisite for the issuance of a Letter of Interest (LOI) in terms of

the Policy, the following:

(a) a bank guarantee for the amount of USD ……. per MW on PPIB’s format from a reputable

bank acceptable to PPIB; and

(b) schedule of activities for conducting a feasibility study for the Proposed Project acceptable

to PPIB. Should the first ranked Applicant for any reason not be able to fulfill his

obligation under this PQD or subsequent Agreements at any stage, PPIB reserves the right

in its sole discretion to award the project to the second ranked Applicant or to take any

other appropriate course of action relating to the Proposed Project.

12. DISCHARGE AND EXEMPTION

Each Applicant that submits an SOQ exempts and discharges GoP including PPIB, its consultants,

advisors and personnel, completely and unconditionally from any responsibility or liability for the

decisions that may be made with respect to its pre-qualification and ranking and that GoP, PPIB, its

consultants, advisors and personnel shall not be liable for any such actions and shall be under no

obligation to inform the Applicant of the grounds for disqualification.

13. USE OF INFORMATION

Permission for disclosure of information submitted by Applicants as part of the SOQs is not

required for the release of information to GoP including PPIB, its consultants, advisors and

personnel for the purpose of pre-qualification and evaluation. Refusal by an Applicant to permit

PPIB to make such controlled disclosure of information as is necessary to evaluate the SOQ may be

a ground for PPIB, in its discretion, to disregard or discount such information and may also lead to

disqualification.

14. GOVERNING LAW

This PQD will be governed by and construed in accordance with the laws of Pakistan.

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Annexure ACredit Rating / Financial Statement Data

A-1 The Applicant (or each of its member in case of a Consortium) must submit Bank CreditReferences from at least two (2) banks OR fill the Credit Rating Information in Table A-1 belowas required under Section 6(c) of this PQD accompanied with supporting documentary evidence.

Table A-1: Credit Rating Information

Name of [Applicant] or[Applicant member]

1 Rating agency

2 Most recent credit rating

3 Type of credit rating

4 Date of most recent credit rating

A-2 The Applicant (and each of its member in case of a Consortium) must fill Table A-2 belowaccompanied with supporting documentary evidence.

Table A-2: Financial Statement Data

Name of [Applicant] OR [Applicant member]

(All figures in USD)

2010 2011 2012 Average

1 Current assets

2 - Cash and cash equivalents

3 - Other current assets

4 Fixed assets

5 Other assets (please specify)

6 Total assets

7 Current liabilities

8 Long-term liabilities

9 Other liabilities

10 Total liabilities

11 Net Worth (6 minus 10)

12 Shareholders’ equity

13 - Paid up capital

14 - Retained earnings

15 - Others (please specify)

16 Other Reserves (please specify)

Operating Results17 Revenues

18 Gross profit

19 Income before interest and tax

20 Financial charges

21 Tax

22 Net profit after tax

23 Dividends paid

Page 2 of 2

Notes

1. In case the Applicant is a Consortium, please provide a separate Annex A for each member.

2. Please provide last three years audited financial statements. In case the Applicant is a

Consortium, attach last three years audited financial statements for all Consortium members.

3. In case the Applicant or a Consortium member has subsidiary companies, consolidated

financial statements are also required.

4. In the case of listed companies please also attach most recent quarterly financial statements.

5. In case the reporting currency in the financial statements is not US Dollars, conversion rate

prevailing on the 30th of June, 2012 will be used which rate must be specified below.

Reporting Currency Conversion Rate used

in Financial Statements

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Annexure B

Power Project Development Experience

The Applicant shall provide the required information regarding the power projects developed by the Applicant (or itsmembers if the Applicant is a Consortium) in Table B-1. The information provided herein will be used by PPIB toassess the Applicant’s qualifications required in Section 2 of the PQD and then ranking of the Pre-QualifiedApplicants as per criteria given under section 4.2 of the PQD. Only projects successfully commissioned during thelast ten (10) years and having installed capacity of not less than 50% capacity of the Proposed Project will beconsidered for Pre-qualification of Applicants and then ranking of Pre-Qualified Applicants. The term “PowerProject Development Experience” shall include experience of acting as all or one of the following:

Lead Project Developer Lead Construction Contractor Majority Share holder

The Applicant (and each of its member in case of a Consortium), must fill Table B-1 below separately for eachproject completed by it accompanied with supporting documentary evidence.

Table B-1: POWER PROJECT DEVELOPMENT EXPERIENCE

Name of [Applicant] or [Applicant member]

(___________[Name of previous completed project] Power Project )

No. Item Information

1 Name of the Applicant or Consortium member

2 Applicant or member’s role in the project completed i.e. Lead Project Developer or Lead ConstructionContractor or Majority Share holder

3 Name of project

4 Applicant or member’s share of equity in thecompleted project (if applicable)

5 Location of plant

6 Name of owner(including contact person, his address and telephone, faxNo.’s/ email address )

7 Name of power purchaser

8 Capacity of plant

9 Type of plant

10 Fuel of plant

11 Number and rated capacity of units

12 Status of plant Under construction Commercial operation

13 Principal manufacturers of major equipment

14 List of specific major tasks/services performed byApplicant

15 Date of award of project

16 Duration of construction period

17 Commercial operations date of each unit

18 Total capital cost of project

19 Companies and institutions who financed the project [names and amounts in USD, required if the Applicant was anequity partner in the project]

20 Value of contract [amount in USD required if Applicant was a Lead contractor ]

21 Any other details

Annexure C

Hydropower Project

Power Project Management and Operations Experience

The Applicant shall provide the required information regarding the power projects management and operationsmanaged and operated by the Applicant (or its members if the Applicant is a Consortium) in Table C-1. Theinformation provided herein will be used by PPIB to assess the Applicant’s qualification required in Section 2 of thePQD and then ranking of the Pre-Qualified Applicants as per criteria given under section 4.3 of the PQD. Only theactively running power projects during the last three (3) years and having their installed capacity of not less than…….% capacity of the proposed project will be considered for Qualification and then ranking of Pre-QualifiedApplicants. The term “Power Project Management and Operations Experience” shall include experience of acting asall or one of the following:

Lead Operations Manager Majority Share holder

Table C-1 below must be filled separately for each project completed by the Applicant (or its consortium member ifthe Applicant is a Consortium) accompanied with supporting documentary evidence.

Table C-1: POWER PROJECT MANAGEMENT AND OPERATIONS EXPERIENCE

Name of [Applicant][Applicant member]

(___________[Name of previous completed project] Power Project )

No. Item Information

1 Name of the Applicant or Consortium member

2 Applicant or member’s role in the project completed i.e. Lead Operations Manager, Majority Share holder

3 Name of project

4 Applicant or member’s share of equity in thecompleted project (if applicable)

5 Location of plant

6 Name of owner(including contact person, his address and telephone, faxNo.’s/ email address )

7 Name of power purchaser

8 Capacity of plant

9 Type of plant

10 Fuel of plant

11 Number and rated capacity of units

12 Status of plant Under construction Commercial operation

13 Principal manufacturers of major equipment

14 List of specific major tasks/services performed byApplicant

15 Date of award of project

16 Duration of construction period

17 Commercial operations date of each unit

18 Total capital cost of project

19 Companies and institutions who financed the project [names and amounts in USD, required if the Applicant was anequity partner in the project]

20 Value of contract [amount in USD required if Applicant was a Lead contractor]

21 Any other details

Annexure D-1

Power of Attorney

[IMPORTANT NOTICE: Power of Attorney to be printed on stamp paper signed and notarized. In the

case of a Pakistani Attorney, a copy of his national identity card (“NIC”) should be attached with the

Power of Attorney. In the case of a non-Pakistani Attorney, a copy of his passport should be attached.]

Instructions for Applicants:

If the Applicant is a Consortium each member of the Consortium (other than the Lead Applicant) shall

furnish a Power of Attorney authorizing the Lead Applicant to act and receive instructions on behalf of all

the Consortium members and to submit the SOQs for and on their behalf.

KNOW BY ALL MEN THAT by this Power of Attorney (“Power of Attorney”),

_______________[Insert name of Consortium member] having its registered office at [], does hereby

nominate, appoint and authorize _____________ [the Lead Applicant] having its registered Head Office

at [] hereinafter referred to as the “Attorney”, to :

(i) sign and submit to the Government of Pakistan, Ministry of Water and Power, Private

Power Infrastructure Board (PPIB) or its authorized nominee the Statements of Qualification and

all other documents and instruments (“SOQ”) required pursuant to the Pre-qualification

Document for ………..……………..Project (including criteria for ranking of Qualified Applicants)

(together the PQD), including but not limited to the Statement of Qualification Letter, financial

and technical strength information;

(ii) execute all such deeds, documents and instruments as may be considered necessary and

expedient in relation to the foregoing; and

(iii) do and carry out all other actions as may be required by PPIB in connection with the Pre-

Qualification and ranking under the PQD.

_____________ [Insert name of Consortium member] does hereby ratify and confirm whatever the

Attorney shall do by virtue of these presents.

WITNESSES: [INSERT NAME OF GRANTOR]

1. Name & Signature For:

__________________2. Name & Signature __________________ By:

Its:

NOTARY PUBLIC:

___________________

Annexure D-2Power of Attorney

[IMPORTANT NOTICE: Power of Attorney to be printed on stamp paper, signed and notarized. In the

case of a Pakistani Attorney, a copy of his national identity card (“NIC”) should be attached with the

Power of Attorney. In the case of a non-Pakistani Attorney, a copy of his passport should be attached.]


1. If the Applicant is not a Consortium, it will furnish a Power of Attorney authorizing the

person who signs the SOQ Letter and other documents forming parts of the SOQ to sign for

and on behalf of the Applicant and to bind the Applicant to the signed SOQ and any

subsequent agreement.

2. If the Applicant is a Consortium, each member of the Consortium (including the Lead

Applicant) shall furnish a Power of Attorney authorizing the person or persons who sign(s)

the SOQ Letter and other documents forming parts of the SOQ to sign for and on behalf of

the Applicant (which term includes all members of Consortium) and to bind the Applicant to

the signed SOQ and any subsequent agreement.)

KNOW BY ALL MEN THAT by this Power of Attorney (“Power of Attorney”),

_______________[Insert name of Consortium member] having its registered office at [], does hereby

nominate, appoint and authorize Mr _____________ s/o of _______________, r/o _____________

(whose specimen signature appears below) on behalf of ______________ [Insert name of Consortium

member] hereinafter referred to as the “Attorney”, to :

(i) sign and submit to the Government of Pakistan, Ministry of Water and Power, Private

Power Infrastructure Board (PPIB) or its authorized nominee the Statements of Qualification and

all other documents and instruments (“SOQ”) required pursuant to the Pre-qualification

Document for ……………Project (including criteria for ranking of Qualified Applicants) (together

the PQD), including but not limited to the Statement of Qualification Letter, financial and

technical strength information;

(ii) execute all such deeds, documents and instruments as may be considered necessary and

expedient in relation to the foregoing; and

(iii) do and carry out all other actions as may be required by PPIB in connection with the Pre-

Qualification and ranking under the PQD.

_____________ [Insert name of Consortium member] does hereby ratify and confirm whatever the

Attorney shall do by virtue of these presents.

WITNESSES: [INSERT NAME OF GRANTOR]

1. Name & Signature For:__________________

2. Name & Signature _________________ By:Its:

NOTARY PUBLIC:___________________

Specimen Signature of the person being Authorized as

Attorney under this Instrument

Annexure E

Affidavit of Applicant

[IMPORTANT NOTICE: Affidavit to be printed on stamp paper signed and notarized. A separate

Affidavit from each Consortium member will be required.]


All Applicants’s whether individual or if the Applicant is a Consortium (each member of the Consortium

including the Main Sponsor) must submit this Affidavit.

AFFIDAVIT OF

[] SON OF/HEAD OFFICE [] RESIDENT OF /LOCATED AT []

I the above named deponent do hereby solemnly declare and affirm on oath as under:

1. That [insert name of Consortium member/ Individual] is not presently under default with anyfinancial institution and has not been declared as bankrupt or insolvent under the laws of anycountry, which has jurisdiction over [insert name of Consortium member/Individual] in the lastthree (3) years.

2. [Only the Main Sponsor is required to submit this point]. That the Main Sponsor does not own

more than 25% of the total generation capacity in Pakistan at the time of submission of SOQ.

3. [Only the Main Sponsor is required to submit this point]. That the Main Sponsor hereby

commits irrevocably in the SOQ to hold at least twenty percent (20%) of the equity in the

Project/project company during the “lock-in-period” which will be from the issuance date of

the Letter of Support until the sixth anniversary of the successful commissioning of the Project.

4. That the Applicant individually or collectively (as applicable according to the composition of the

Applicant i.e. Individual or Consortium respectively), hereby commits in the SOQ to provide fifty

one percent (51%) of the total equity in the Project/project company and to hold such minimum

equity from the date of the LOS to the sixth anniversary (6th) of the Commercial Operations Date

of the Project, if the Applicant was to be selected as the successful Pre-Qualified Applicant.

5. That within its shareholders, owners and companies there is no individual working for PPIB,GoP or WAPDA.

DeponentVerificationVerified on oath this day/month of [], 2012 at [] that the contents of this Affidavit are true and correct tothe best of my knowledge and belief and that nothing has been concealed therein.

Deponent

Annexure FSOQ Letter

Managing Director


Ministry of Water and Power

Government of Pakistan

No.50, Nazimuddin Road, F-7/4

Islamabad

Pakistan.

The undersigned,

Last Name:

First Name:

Title/Position:

Company: (the Lead Applicant) Or

Individual:

acting as the Attorney of the persons detailed in Annexure D-1 and/or D-2 hereto (the Applicant) pursuant

to the Power of Attorney attached in original hereto, located at the following address:

Address:

Telephone:

Fax:

Email:

hereby certify, represent, warrant and agree, on behalf of the Applicant that:

1. This Statement of Qualifications (SOQ) Letter, along with all its attachments listed at Annexure A

to F attached hereto, forms our SOQ, which is being submitted in response to the Pre-Qualification

Document for …………………Project (including criteria for ranking of Qualified Applicants),

issued by PPIB (together the PQD). All capitalized terms used herein shall have the meanings

assigned to such terms in the PQD.

2. We certify that: (i) the information submitted as part of this SOQ is complete and accurate and

legally binding upon the Applicant; (ii) we will be bound severally and jointly to this SOQ; (iii)

we accept the documents, terms and conditions set out in the PQD; and (iv) we will pay all fees as

described in Policy for Power Generation Projects 2002, together will such additional fees as

advised by PPIB.

3. We fully understand the PQD, and acknowledge that PPIB is not obligated to accept our SOQ and

may at any time reject our SOQ or cancel the Pre-Qualification and/or ranking process at its sole

discretion.

4. We fully exempt and discharge GoP including PPIB, its consultants, advisors and personnel,

completely and unconditionally from any responsibility or liability for the decisions that may be

made with respect to our Pre-Qualification and ranking and that GoP, PPIB, its consultants,

advisors and personnel shall not be liable for any such actions and shall be under no obligation to

inform the Applicant of the grounds for them.

5. PPIB and its authorized representatives are hereby authorized to conduct any inquiries or

investigations to verify the statements, documents, and information submitted in connection with

this SOQ, and to seek clarification from our bankers and clients regarding any financial and

technical aspects. This SOQ Letter will also serve as authorization to any individual or authorized

representative of any institution referred to in the supporting information, to provide such

information deemed necessary and requested by you to verify statements and information to

provide such information provided in this SOQ or with regard to the resources, experience and

competence of the Applicant.

In [location], on this [date]

The Lead Applicant, duly authorized to execute the SOQ for and on behalf of the Consortium: