iN OFICA a L ## Ci World Bank Office, Beij OFFICIAL ___ Beijing~DOCUMENTS-4 J

July 30, 2013

Public Disclosure Authorized Ms. Zou Jiayi Director-General International Department Ministry of Finance Beijing, People's Republic of China

Dear Ms. Zou,

China: Urban Rural Integration Project (Loan 7920 - CN) Amendment to Loan Agreement Public Disclosure Authorized

We refer to the Loan Agreement between the People's Republic of China and the International Bank for Reconstruction and Development (the "Bank") dated August 2, 2010 for Chongqing Urban Rural Integration Project, and to the Project Agreement of the same date between Chongqing Municipality and the Bank.

We also refer to the letter of March 20, 2013 from Mr. Chen Shixin, Deputy Director-General, International Department, Ministry of Finance requesting the Bank to revise the disbursement percentage for Category (1) Civil Works in order to finance 85% of expenditures. We also refer to the discussions between the Borrower and the Bank Public Disclosure Authorized regarding the need to adjust the Project Description set forth in Schedule I to the Loan Agreement and the result monitoring indicators set forth in Annex B of the Schedule to the Project Agreement, due to cancellation of certain sub-components by Chongqing Municipality, during the midterm review of the Project and as reflected in the aide- memoire transmitted to the Borrower through the Bank's letter dated May 24, 2013.

We are pleased to inform you that the Bank concurs with the request, and accordingly amends the Project Agreement as provided in the letter of even date herewith from the Bank to Chongqing Municipality (the "Letter of Amendment of the Project Agreement"); and the Loan Agreement is amended as set forth below subsequent to the request and the above-mentioned discussions. Public Disclosure Authorized 1. Part 1 of Schedule I is amended to read as follows:

"Part 1. Roads Ms. Zou Jiayi Page 2 July 30, 2013

Building and developing transportation network in the following jurisdictions to increase or provide access to other geographical areas through construction of roads and related transport infrastructure in Tongliang County, Xiushan County and Yongchuan ."

Part 2 of Schedule 1 is amended to read as follows:

"Part 2. Township and Village Infrastructure

Building and improving basic public service infrastructure in Qijiang County and Chengkou County including, inter alia, in such infrastructure construction of roads, service centers, water and waste water facilities, distribution pipes, and garbage collection stations and points, all with a view to improve or increase access to public services."

2. The table in Section IV.A.2 of Schedule 2 is amended to read as set forth in Annex 1 to this amendment letter.

3. Appendix 1, Section I, Definitions:

(a) The table in paragraph 7 is amended to read as follows:

(a) 12/21/2009 Environmental impact assessment /EMP Report for Mie'ao to Liangti Road - Phase One in Xiushan County (b) 12/21/2009 Environmental impact assessment /EMP document for Road components in towns in Tongliang County (c) 12/21/2009 Environmental impact assessment /EMP document for road component of Bangiao Town in (d) 12/21/2009 Environmental impact assessment /EMP document for Basic Services Improvement component in Qijiang County (e) 12/21/2009 Environmental impact assessment /EMP document for Basic Services Improvement component in Chengkou County (f) 12/21/2009 Environmental impact assessment /EMP Report for Hospital Component

(b) The definition of "Project Dams" is revised to read as follows:

""Project Dams" means: (i) the Meijiagou and Daqiaokou Dams, in Qijiang County; (ii) the Dayandong Dam, in Banqiao Town of Yongchuan District; (iii) the Ms. Zou Jiayi Page 3 July 30, 2013

Shuibatang Dam, in Qijang County; and (iv) the Xiguo Dam, in Tongliang County."

(c) The definition of "Project Participants" is revised to read as follows:

""Project Participants" means, collectively, the following and any successors thereto:

(a) the counties and districts set forth in the first column of the table in Appendix 2 to this Agreement, and Chongqing Health Bureau; and

(b) any other counties or districts selected by agreement among the representatives of the Borrower, Chongqing and the Bank; and

"Project Participant" means, individually, any of such Project Participants."

(d) The definition of "RAPs" is revised to read as follows:

""The acronym "RAPs" means, collectively, the following plans which set out the principles and procedures governing the acquisition of land and other assets, and the resettlement, compensation and rehabilitation of Displaced Persons on account of the execution of Parts 1, 2 and 4 of the Project, as well as monitoring and reporting arrangements to ensure compliance with said plans, as the same may be revised from time to time with the prior agreement of the Bank:

(a) the Project Resettlement Plan - The Consolidated Report dated September 16, 2009, for 3 investments under Parts I and 2 of the Project to be carried out in Chongqing Municipality; and

(b) the resettlement action plans to be prepared by the Project Participants pursuant to Section I, paragraph C.I(b)(ii) of the Schedule to the Project Agreement and agreed to by the Bank.

The acronym "RAP" means, individually, any such plan."

4. Appendix 2 is amended to read as set forth in Annex 2 to this amendment letter. Ms. Zou Jiayi Page 4 July 30, 2013

Except as specifically amended in this letter, all other terms and conditions of the Loan Agreement shall remain in full force and effect.

Please confirm your agreement to the foregoing on behalf of the Borrower by countersigning and dating the corresponding form of confirmation set forth below, and returning one fully countersigned original of this letter to us. The above amendment to the Loan Agreement shall become effective as of the date of this letter, and upon receipt by the World Bank of: (a) a duly countersigned original of this letter by the authorized representative of the Borrower; (b) a duly countersigned original of the Letter of Amendment of the Project Agreement of the same date by the authorized representative of Chongqing Municipality.

Yours sincerely,

Klaus Rohland Country Director, China

CONFIRMED: PEOPLE'S REPUBLIC OF CHINA

By: Au horizRepresentative

Name: /

Title: r cfor-

Date: Alt 3 Ms. Zou Jiayi Page 5 July 30, 2013

Annex 1

Percentage of Amount of the Loan Expenditures to be Allocated financed Category (expressed in (inclusive of Taxes) Dollars) (1) Civil Works 63,870,000 85%

(2) Goods and Equipment:

(a) under Part 4(a) of the 6,090,000 100% Project

(b) under Parts 3 and 8,170,000 60% Part 4(b) of the Project (3) Consultants Services and 5,660,000 100% Training (4) Front-end Fee 210,000 Amount payable pursuant to Section 2.03 of this Agreement in accordance with Section 2.07(b) of the General Conditions TOTAL AMOUNT 84,000,000 Ms. Zou Jiayi Page 6 July 30, 2013

Annex 2

Project Entity is established and operating pursuant to its Charter/Certificate and Business License as follows: Name of Name of Date Date Project Project of Business of Participant Company Acronym Charter/Certificat License Number Business License e 1. Xiushan Xiushan Huaxin Assets Management XHAMC September 13, 2006 50024100000098 May 27, 2008 County Co., Ltd. 1

2. Tongliang Tongliang County Jinlong City TCJCCIC March 6, 2006 50022400000383 December 30, County Construction Investment Company 8 2008

3. Yongchuan Yongchuan Zhengxin State-owned YZSAMC September 29, 2009 50038300000408 March 9, 2009 District Assets Management Co. Ltd 5

4. Shizhu County Shizhu County Vocational Education SCVEC Not Charter April 2004 150024000374 Center

5. Qijiang County Chongqing Yunan Assets Operating CYASOC September 20, 2007 50022200001130 February 12, Company Ltd. 9 2009

6. Chengkou Chengkou County Dingxing CCDADC May 17, 2006 5002291800076 April 2, 2003 County Agriculture Development Co., Ltd. May 17, 2006 5002291800076 April 2, 2003 7. Yubei District Chongqing Yubei District Vocational CYDVEC Not Charter 150011200351 November 27, Education Center 1998

Yubei District Hospital CYDH Not charter 150011200105 November 27, 1998 8. Wushan Chongqing Wushan County CWCVEC Not Charter 150023700321 July 16, 2004 County Vocational Education Center

16th Floor, China World Tower 2, No 1 Jianguornenwai Avenue, Beijing 100004, China SI -llMR)JI 2 )16 U (100004). Tel. Ai: (86-10) 5861-7600, Fax. *A: (86-10) 5861-7800 Ms. Zou Jiayi Page 7 July 30, 2013

Project Entity is established and operating pursuant to its Charter/Certificate and Business License as follows: Name of Name of Date Date Project Project of Business of Participant Company Acronym Charter/Certificat License Number Business License e

9.Chongqing Chongqing Technology and Business CTBU Not Charter 150000000751 January 14, 2002 Municipality University Ms. Zou Jiayi Page 8 July 30, 2013

cc: Mr. Yao Licheng, Director Ms. Guan Xiuzhen, Director Mr. Wu Jianjun, Director IFI Div. I. International Department Ministry of Finance Email: [email protected], [email protected], [email protected]

Mr. Zheng Chiping, Director Ms. Xiao Jun, Deputy Director Division I. Foreign Fund Utilization Department National Development and Reform Commission Email: [email protected], [email protected]

Mr. Yang Wenli, Director Chongqing Finance Bureau Chongqing City Email: [email protected]

Mr. Jia Hui, Director Chongqing Development & Reform Commission Fax No.: 023- 6757 5730

Mr. Zhou Linjun, Director Chongqing PMO Chongqing Provincial Development & Reform Commission Email: [email protected]

16th Floor, China World Tower 2, No.1 Jianguomenwai Avenue, Beijing 100004, China IMAA gM fl] I 90 l1 2 9 16) (100004). Tel. Flii: (86-10) 5861-7600, Fax. *A: (86-10) 5861-7800