2 October 2012
Prez Order to Halt OR Wind Farms by Chinese
[FR Doc. 2012-24533 Filed 10/02/2012 at 8:45 am; Publication Date: 10/03/2012]
REGARDING THE ACQUISITION OF FOUR U.S. WIND FARM PROJECT COMPANIES BY RALLS
By the authority vested in me as President by the Constitution and the laws
of the United States of America, including section 721 of the Defense Production
Act of 1950, as amended (section 721), 50 U.S.C. App. 2170,
Section 1. Findings. I hereby make the following findings:
(a) There is credible evidence that leads me to believe that Ralls Corporation
(Ralls), a corporation organized under the laws of Delaware, and its
subsidiaries, and the Sany Group (which includes Sany Electric and Sany Heavy
Industries), a Chinese company affiliated with Ralls (together, the Companies);
and, Mr. Dawei Duan (Mr. Duan) and Mr. Jialing Wu (Mr. Wu), citizens of the
People's Republic of China and senior executives of the Sany Group, who together
own Ralls; through exercising control of Lower Ridge Windfarm, LLC, High
Plateau Windfarm, LLC, Mule Hollow Windfarm, LLC, and Pine City Windfarm,
LLC (collectively, the Project Companies), all limited liability companies
organized under the laws of Oregon, might take action that threatens to impair
the national security of the United States; and
(b) Provisions of law, other than section 721 and the International Emergency
Economic Powers Act (50 U.S.C. 1701 et seq.), do not, in my judgment, provide
adequate and appropriate authority for me to protect the national security
in this matter.
Sec. 2. Actions Ordered and Authorized. On the basis of the findings
set forth in section 1 of this order, considering the factors described in
subsection 721(f), as appropriate, and pursuant to my authority under applicable
law, including section 721, I hereby order that:
(a) The transaction resulting in the acquisition of the Project Companies
and their assets by the Companies or Mr. Wu or Mr. Duan is hereby prohibited,
and ownership by the Companies or Mr. Wu or Mr. Duan of any interest in the
Project Companies and their assets, whether directly or indirectly through
owners, subsidiaries, or affiliates, is prohibited.
(b) In order to effectuate this order, Ralls shall divest all interests in:
(i) the Project Companies;
(ii) the Project Companies' assets, intellectual property, technology, personnel,
and customer contracts; and
(iii) any operations developed, held, or controlled, whether directly or
indirectly, by the Project
Companies at the time of, or since, their acquisition not later than 90 days
after the date of this order, unless such date is extended for a period not
to exceed three (3) months, on such written conditions as the Committee on
Foreign Investment in the United States (CFIUS) may require. Immediately
upon divestment, Ralls shall certify in writing to CFIUS that such divestment
has been effected in accordance with this order.
(c) No later than 14 calendar days from the date of this order, the Companies
(i) remove from the properties on which the Companies have proposed to construct
wind farms (including alternate sites) that are identified in the notice
filed with CFIUS (Properties) all items, structures, or other physical objects
or installations of any kind (including concrete foundations) that the Companies
or persons on behalf of the Companies have stockpiled, stored, deposited,
installed, or affixed thereon; and
(ii) provide CFIUS with a statement signed by Mr. Duan and Mr. Wu certifying
that the Companies have completed such removal.
(d) The Companies, and any persons acting for or on behalf of the Companies,
including officers, employees, and owners, shall cease all access, and will
not have any access, to the Properties. Notwithstanding the foregoing,
individuals that are U.S. citizens contracted by the Companies and approved
by CFIUS may access the Properties solely for purposes of fulfilling the
requirements of subsection (c) of this section.
(e) The Companies, Mr. Duan, and Mr. Wu shall not sell or otherwise transfer,
or propose to sell or otherwise transfer, or otherwise facilitate the sale
or transfer of, any items made or otherwise produced by the Sany Group to
any third party for use or installation at the Properties.
(f) Ralls shall not complete a sale or transfer of the Project Companies
or their assets to any third party until:
(i) all items, structures, or other physical objects or installations of
any kind (including concrete foundations) that the Companies or persons on
behalf of the Companies have stockpiled, stored, deposited, installed, or
affixed on the Properties have been removed from the Properties and the
Department of Defense has notified the Companies that it has verified the
Companies' certification of such removal provided pursuant to subsection
(c) of this section;
(ii) Ralls notifies CFIUS in writing of the intended recipient or buyer;
(iii) Ralls has not received a provisional or final objection from CFIUS
to the intended recipient or buyer within 10 business days of the notification
in subsection f(ii) of this section. Among the factors CFIUS may consider
in reviewing the proposed sale or transfer are whether the buyer or transferee:
is a U.S. citizen or is owned by U.S. citizens; has or has had a direct or
indirect contractual, financial, familial, employment, or other close and
continuous relationship with the Companies or Project Companies, or their
officers, employees, or owners; and can demonstrate a willingness and ability
to support compliance with this order.
(g) From the date of this order until Ralls provides a certification of
divestment to CFIUS pursuant to subsection (b) of this section, the Companies
shall certify to CFIUS on a monthly basis that they are in compliance with
(h) Without limitation on the exercise of authority by any agency under other
provisions of law, and until such time as the divestment is completed and
verified to the satisfaction of CFIUS, CFIUS is authorized to implement measures
it deems necessary and appropriate to verify that operations of the Project
Companies are carried out in such a manner as to ensure protection of the
national security interests of the United States. Such measures may include
but are not limited to the following: on reasonable notice to the Project
Companies and the Companies, employees of the United States Government, as
designated by CFIUS, shall be permitted access, for purposes of verifying
compliance with this order, to all premises and facilities of the Project
Companies and the Companies located in the United States:
(i) to inspect and copy any books, ledgers, accounts, correspondence, memoranda,
and other records and documents in the possession or under the control of
the Companies or the Project Companies that concern any matter relating to
(ii) to inspect any equipment and technical data (including software) in
the possession or under the control of the Companies or the Project Companies;
(iii) to interview officers, employees, or agents of the Companies or the
Project Companies concerning any matter relating to this order.
CFIUS shall conclude its verification procedures within 90 days after the
divestment is completed.
(i) The Attorney General is authorized to take any steps necessary to enforce
Sec. 3. Revocation of Prior Orders. CFIUS's Order Establishing Interim
Mitigation Measures of July 25, 2012, and Amended Order Establishing Interim
Mitigation Measures of August 2, 2012, are hereby revoked.
Sec. 4. Reservation. I hereby reserve my authority to issue further
orders with respect to the Companies or the Project Companies as shall in
my judgment be necessary to protect the national security.
Sec. 5. Publication and Transmittal.
(a) This order shall be published in the Federal Register.
(b) I hereby direct the Secretary of the Treasury to transmit a copy of this
order to the appropriate parties named in section 1 of this order.
THE WHITE HOUSE,
September 28, 2012.