An alert on serious matters that come up on the China Development (CDB) loan facility in Ghana.
1. Sekondi Industrial Estate Policy Confusion
We are calling the attention of the government to the Sekondi Industrial Estate, one of the anchor projects in the Western Corridor Infrastructure component of the CDB loan facility. In February 2011, the Ghana Free Zones Board issued a license China Hasan International Holding of Hong Kong to become the main public-private-partnership (PPP) partner on this project.
The decision to award the license to China Hasan comes as a surprise since all the public plans prior to this action pointed to a partnership between government of Ghana, on the one hand, and the China Africa Development Fund (CADF) and the Bosai Minerals Group, on the other hand, to develop the Sekondi Industrial Estate (“SIE” or “Estate” hereinafter) on the back of a proposed $1.2 billion alumina processing plant.
Observers are confused that the CADF-Bosai project receives no mention at all in the government’s strategy paper developed for the CDB Master Facility. Months before the Sekondi Industrial Estate project was drafted for inclusion into the CDB’s Master Facility Agreement with Ghana in August 2011, the official position of the Ministry of Trade & Industry was that the Estate was to be anchored on the CADF-Bosai – Government of Ghana (GoG) partnership.
It would be good for the Ministry of Trade to clarify if the CADF-Bosai funded alumina plant will be going ahead, if it is on course, and whether it will still serve as the hub of the Sekondi Industrial Estate. And if not, to tell us what is the latest status of the alumina refinery.
2. Did Government Conduct Due Diligence Prior to Contract Award?
More important than the seeming policy confusion is the question of whether China Hasan has the capacity to execute what has been announced as a $4 billion or $2 billion project depending on which report you believe. During the signing of the MOU in Beijing, at the China – Ghana Friendship Forum, $2 billion was mentioned. In subsequent announcements and media reports, $4 billion was the quoted figure.
Seeing as $100 million of the CDB master facility has been allocated to the infrastructure requirements (common access roads etc.) of the Sekondi Estate (1000 hectares designated as a "free zone"), it is very important for government to come out quickly to reassure Ghanaians that it has conducted thorough due diligence on China Hasan and is thus confident of the Hong Kong – based company’s ability to deliver on its promises should the government spend the $100 million it is borrowing from CDB to develop the basic infrastructure for the estate.
Particularly so when questions have been asked by organisations like IMANI about the quality of due diligence being performed by government on projects presented to the CDB for financing.
As already discussed in our previous publications on the subject, any failures of due diligence would slow disbursements from the CDB loan facility and undermine the government’s focus on infrastructure in 2012 – 2013. At any rate, due diligence is required to ensure that even disbursed funds are not misapplied.
3. Why this Project can Threaten the CDB Tranche A1 Loan
Why is IMANI worried about the capacity of China Hasan to deliver the Sekondi Industrial estate?
For the avoidance of doubt, government is borrowing the SIE subsidiary loan from the CDB on the premise that the infrastructure the borrowed money is going to be spent on is needed as the foundational prerequisite of the industrial estate. If it turns out that the PPP partner/lead project financier and developer, in this case China Hasan, has no capacity to deliver on its promises the entire western corridor infrastructure component could be endangered, since the overall Western Corridor infra program is an integrated one.
IMANI has developed serious doubts about China Hasan International Holding’s capacity and track record following its own checks and analysis of the company’s background, pedigree and antecedents.
4. Can we Risk the CDB Tranche A1 Loan with Hasan International?
According to Hasan International’s website (en.hasan.cc), the group’s focus is on:
“the faith of “Creation, Amalgamation and Confidence”, Hasan adheres to the developing idea of seeking break-through in creation, acquiring development in amalgamation and promote cooperation by winning confidence. The abundant cultural background is orienting Hasan’s prospective thinking, compatible motion and international development in a spanning way (DSW), as well as helping Hasan to fit in Africa rapidly.”
According to Hasan’s Chairman, Zheng Gang, one of only two members of the company’s management team mentioned in all available public documents referring to the company, his business:
“Hasan International has its own distinct cultural characteristics of the so-called "All rivers run into the sea. All soil forms the mountain.” This is the faith I have always adhered to! It looked as if empty, but it is not true. For example, we have come to Africa; we have been accepted by our happy African friends, which are "All rivers run into the sea.” They had accepted the rules of the U.S. and Europe and even the "whip" with no reservations, now they still accommodate the Chinese friends, and accommodate the Hasan International with most charitable spirit and magnanimity. It can be said the culture of Hasan International and Black Africa integrate each other and learn each other on the top domain.”
These grand statements notwithstanding, our investigation so far has uncovered scant trace of Hasan’s ability to raise funds from the capital markets, much less accomplish projects of the scale of the Sekondi-Takoradi Industrial Estate.
Indeed, we have established that Hasan’s much touted project in Angola, the only one that it claims to have INITIATED so far, has NOT progressed much beyond CONCEPT stage, probably due to lack of financing.
This matter is easily confused because the name of the project: “novavida” bears the same name as an older and ongoing project started in the late 1990s by the Angolan government that has seen several houses built over two phases. True, private companies like Aurecon have been involved, but financing has come primarily from Angolan public funds. Hasan did NOT raise the funds for Nova Vida.
The Hasan Angolan housing concept, which dates to 2009, has therefore, from what we have learnt, not yet materialised in Angola. Hasan's existence, in actual fact, does not appear to pre-date 2009.
Hasan mentions China Jiangsu International (http://www.zjgj.com/) as its partner in the Luanda Nova Vida project.
The problem is that the only verifiable residential housing activity undertaken by Jiangsu International in Luanda took place in 1999 and since then Jiangsu has not been engaged in the Nova Vida development. Jiangsu International, recently awarded a contract in the Palace of Justice project in Luanda (financed by the Angolan government), has no commercial partnership for real estate development with Hasan, nor is the Nova Vida project listed in its portfolio. To all intents and purposes, it is not developing the Nova Vida project with Hasan, contrary to the latter's claims.
When a real estate agency in Hong Kong was asked to send us a list of tenants on the 2nd floor of the somewhat rundown Teng Fuh Commercial building (picture on IMANI's website) on Hong Kong’s Queen’s Road (the address supplied on Hasan’s websites and other documents we have sighted), the agency sent a catalogue of SME export-import businesses dealing in items such as jewellery and textiles but curiously did not include Hasan.
The only conclusion to be drawn is that Hasan is so small that its office in the commercial building has evaded the attention of even a leading real estate research firm.
5. What Exactly do you want Government to do?
We have two humble requests to make of government:
A. To reassure the people of Ghana that it has conducted thorough due diligence on Hasan International and is satisfied with what it has learnt;
B. Or quickly bring in a third, more credit-worthy, partner to bolster the Sekondi Industrial Estate elements of the Western Corridor Infrastructure transaction documents being used to secure the relevant tranche A1 loans from the CDB. Everyone knows the CDB has loads of money and are interested in doing business with Ghana; we shouldn’t ruin our chances by poor feasibility planning or, indeed, poor negotiation.
We will keep the good people of Ghana updated if any other urgent matters concerning the CDB facility crop up, even as we continue to examine the various transaction documents and monitor ongoing developments.
We have noted with alarm a statement issued by the Ministry of Trade through the Ghana News Agency and signed by one Nana Akrasi Sarpong, who styles himself: “Acting Director of Communication and Public Affairs.”
This statement from the Ministry purports to respond to IMANI’s comment asking the government to urgently amend the CDB project briefing documents issued to Parliament regarding the Sekondi Industrial Estate project (in particular: the “Project summaries for CDB Comprehensive Project Financing Facility, dated the 23rd of August 2011).
Instead of addressing the very clear and vital issues raised in the comment by IMANI, the Trade Ministry has resorted to attacks on IMANI's integrity, shockingly asserting that “We would like to assure the general public that there is no truth in the [IMANI] publication.”
We will urge Parliament to critically examine these matters since the CDB briefing documents are still in Parliament’s possession in connection with its ongoing evaluation of the CDB facility, and it is obviously important to ensure their accuracy and reliability.
The Ministry asserts that China Hasan International “has not been awarded any contract for the construction of the proposed development in Ghana.”Yet, in the very next line, they announce bizarrely that: “The company’s subsidiary in Ghana namely Hasan Investment Ghana Limited, has been granted a developer’s license to develop the Sekondi Industrial Estate under the provisions of the Free Zones Act (Act 504).”
This is clearly and dangerously disingenuous.
Unless the Ministry is not aware that said subsidiary of China Hasan International in Ghana cannot by any stretch of the imagination be considered more credit-worthy than its parent company; or that for all the purposes under discussion here a “license” is very much a “contract.” We will return to this point shortly.
Indeed it is contrary to the spirit of Act 504 (1995), which the Trade Ministry cites, with no sense of irony, for government to be making efforts to secure funding to erect infrastructure for the benefit of a private free zone developer. Section 9(II)B of Act 504 specifically states that:
“[A free zone developer shall] develop all other infrastructure necessary for the enhancement of the efficient and effective activities of the zone, in accordance with any regulations made under this Act...”
In this clear sense, government’s proposal to borrow money from the CDB to fund the infrastructure requirements of the free zone is not in fact supported by the very Act the Ministry claimed to be citing in its defence.
The same Act 504 also permits “sub-contracting” by the private developer (section 10), which is a right that can only logically accrue to the licensed developer if the Act also construes the awarded “license” as a “contract”.
Indeed, in this specific instance, unlike the case in certain intellectual property licensing arrangements, there is no discernible ambiguity in the opinions of specialists on the matter, which we have been diligent in surveying, about whether the “license” is a “contract”, considering the reciprocal obligations on both parties – China Hasan and the Ghana Free Zones Board. At any rate, many legal authorities consider even unilateral agreements, where all the obligations are on one party, as valid contracts.
There is little to gain, except to brave the overwhelming tide of specialist opinion, to argue that a license issued under a statutory provision is not a contract. This is not only hair-splitting of a rather worrying type, but also manifestly wrong.
We also note that the Ministry does not mention the Memorandum of Understanding it entered into on behalf of the government of Ghana in Beijing in September 2010, evidence of which were splashed all over Hasan International’s website before they were mysteriously removed in the last few hours (cached copies are available on request). Though this MOU may not constitute a BINDING contract, it can nevertheless be CONSTRUABLE as a contract, depending on the precise language used, regarding “specific understandings” of the parties at the moment of execution.
It would appear from the statement issued by the Ministry of Trade that the authorities are not interested in a critical examination of the issues involved.
Courtesy: IMANI-Ghana (http://www.imanighana.org/)
Comment on this article!